-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BdP3f7EQ1q23Io4vB8fqxookh5BImZUxCq+p8dCwORtH8ddZRaEr3ZIbaa31qoAb NyTikKLPVyqLaMPdIG8ORQ== 0000909567-05-000640.txt : 20050325 0000909567-05-000640.hdr.sgml : 20050325 20050324191158 ACCESSION NUMBER: 0000909567-05-000640 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 45 CONFORMED PERIOD OF REPORT: 20050323 FILED AS OF DATE: 20050325 DATE AS OF CHANGE: 20050324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRICK GOLD CORP CENTRAL INDEX KEY: 0000756894 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09059 FILM NUMBER: 05703323 BUSINESS ADDRESS: STREET 1: BCE PLACE, CANADA TRUST TOWER STREET 2: 161 BAY STREET SUITE 3700 CITY: TORONTO ONTARIO CANA STATE: A6 ZIP: M5J2S1 BUSINESS PHONE: 4163077470 MAIL ADDRESS: STREET 1: BCE PLACE, CANADA TRUST TOWER STREET 2: P O BOX 212 TORONTO CITY: ONTARIO M5J2S1 STATE: A6 ZIP: M5J2S1 FORMER COMPANY: FORMER CONFORMED NAME: BARRICK RESOURCES CORP DATE OF NAME CHANGE: 19860109 6-K 1 t16074e6vk.htm 6-K e6vk
 



SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of: March, 2005   Commission File Number: 1-9059

BARRICK GOLD CORPORATION

(Name of Registrant)

BCE Place, Canada Trust Tower
Suite 3700
161 Bay Street, P.O. Box 212
Toronto, Ontario
Canada M5J 2S1

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

     
Form 20-F o   Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                     

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

     
Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A



 


 

INCORPORATION BY REFERENCE

     The Registrant’s Management’s Discussion and Analysis of Financial and Operating Results and Comparative Financial Statements for the year ended December 31, 2004 and the notes thereto prepared in accordance with U.S. generally accepted accounting principles contained on pages 25 to 124 of Exhibit 1 of this Form 6-K (Commission File No. 1-9059) furnished to the Commission on March 24, 2005, the Registrant’s Management Information Circular and Proxy Statement, other than the sections entitled “Report on Executive Compensation” and “Performance Graph”, dated March 14, 2005 and included as Exhibit 2 of this Form 6-K (Commission File No. 1-9059) furnished to the Commission on March 24, 2005 and the Consent of PricewaterhouseCoopers LLP included as Exhibit 4 of this Form 6-K (Commission File No. 1-9059) furnished to the Commission on March 24, 2005 are incorporated by reference into the Registrant’s registration statement on Form F-3 (No. 333-14148) and the Consent of PricewaterhouseCoopers LLP included as Exhibit 4 of this Form 6-K (Commission File No. 1-9059) furnished to the Commission on March 24, 2005 is also incorporated by reference as an exhibit to the Registrant’s registration statements on Form F-9 (Nos. 333-120133 and 333-106592) and in the registration statements on Form F-9 of Barrick Gold Finance Company (No. 333-120133-01) and Barrick Gold Inc. (Nos. 333-120133-02 and 333-106592-01).

 


 

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.
         
  BARRICK GOLD CORPORATION
 
 
 
Date: March 24, 2005  By:   /s/ Sybil E. Veenman    
    Name:   Sybil E. Veenman   
    Title:   Vice President, Assistant
General Counsel and Secretary 
 

 


 

         

EXHIBIT INDEX

     
Exhibit
  Description of Exhibit
 
1
  Barrick Gold Corporation’s 2004 Annual Report to Shareholders
 
2
  Barrick Gold Corporation’s Management Information Circular and Proxy Statement dated March 14, 2005 (including Letter to Shareholders and Notice of Annual Meeting)
 
3
  Barrick Gold Corporation’s Consolidated Financial Statements for the year ended December 31, 2004 prepared in accordance with Canadian generally accepted accounting principles
 
4
  Consent of Independent Accountants

 

EX-1 2 t16074exv1.htm EX-1 exv1
 

2004 Annual Report

BARRICK GOLD

What’s next: Growth.


Building Mines. Building Value.


 

Delivering Growth.

Building Mines


Barrick’s pipeline of gold development projects is unrivaled in size,
quality, and immediacy. Three new mines will be in production in 2005,
another in early 2006, with two more to follow in subsequent years.

Building Value


Barrick is targeting a 12% compound annual growth rate in
gold production, 2004-2007 – substantially higher than
any of our peers. Reserves have increased to 89 million ounces,
and with our aggressive exploration strategy and large world-class
gold districts we expect to grow them further.

Our new mines are all high-quality assets with conventional
open-pit technology and are also geopolitically well-diversified.
Their contribution to our bottom line is expected
to be immediate, and significant.


 

FINANCIAL HIGHLIGHTS

Barrick Gold Corporation Barrick is one of the world’s largest gold mining companies, with operating and development properties in the US, Canada, Australia, Peru, Chile, Argentina and Tanzania. Our vision is to be the world’s best gold mining company by finding, developing and producing quality reserves in a profitable and socially responsible manner.

Barrick shares are traded on the Toronto, New York, London and Swiss stock exchanges and the Paris Bourse.

Financial Highlights

                           
(in millions of US dollars, except per share data)                    
(US GAAP basis)   2004       2003     2002  
Gold Sales
  $ 1,932       $ 2,035     $ 1,967  
 
                         
Net Income for the Year
    248         200       193  
 
                         
Operating Cash Flow
    506         519       588  
 
                         
Cash and Equivalents
    1,398         970       1,044  
 
                         
Shareholders’ Equity
    3,563         3,494       3,334  
 
                         
Net Income per Share (Diluted)
    0.46         0.37       0.36  
 
                         
Operating Cash Flow per Share
    0.95         0.97       1.09  
 
                         
Dividends per Share
    0.22         0.22       0.22  
 
                         
       
 
                         
Operating Highlights
                         
 
                         
Gold Production (thousands of ounces)
    4,958         5,510       5,695  
 
                         
Average Realized Gold Price per Ounce
  $ 391       $ 366     $ 339  
 
                         
Total Cash Costs per Ounce1
  $ 212       $ 189     $ 177  
 
                         
Total Production Costs per Ounce
  $ 298       $ 279     $ 268  
 
                         
       
 
                         
Reserves: Proven and Probable (thousands of ounces)2
    89,056         85,952       86,927  


1.   See page 67 for a discussion of non-GAAP measures.

2.   For the remainder of this report – for a breakdown of reserves and resources by category in respect of each of Barrick’s mines and development projects, see page 126.

             
Contents 
 
Financial Highlights
  pg.     1  
Letter to Shareholders
  pg.     2  
Responsible Mining
  pg.     8  
Reserves: Replacement and Growth
  pg.     11  
Financial Strategy
  pg.     18  
Operations Review
  pg.     20  
Management’s Discussion and Analysis
  pg.     25  
Financial Statements
  pg.     76  
Notes to Financial Statements
  pg.     80  
Reserves
  pg.     125  
Corporate Governance and Committees of the Board
  pg.     131  
Board of Directors and Officers
  pg.     132  
Shareholder Information
  pg.     134  
Corporate Information
  pg.     136  

1


 

LETTER TO SHAREHOLDERS

Building Mines. Building Value.


We met or surpassed the goals we set for ourselves
in almost every area of our business,
and once again we were able to demonstrate
Barrick’s leadership, both in sustainable development
and in social responsibility.

Dear Shareholders:

By all accounts, 2004 was a successful year for Barrick and its stakeholders. Our shares outperformed gold and those of our peer group in 2004. We met or surpassed the goals we set for ourselves in almost every area of our business, and once again we were able to demonstrate Barrick’s leadership, both in sustainable development and in social responsibility.

Our share price performance in 2004 reaffirms what we said in last year’s letter to our shareholders: Barrick is on track, with the right people and the right strategies for the challenges and opportunities that lie ahead.

We said that 2004 would be a year of transition – a year of building a new generation of mines targeted to increase our production by 40% by 2007, and drive the Company’s future growth and profitability. In 2004, four of our development projects moved from the engineering stage to construction, with three of the four expected to contribute to our production in 2005, and the fourth, Cowal, expected to pour gold in the first quarter of 2006. During the year, we also announced positive development decisions for two new projects, Pascua-Lama and East Archimedes.

In last year’s letter, we also pledged that we would put new energy into communicating our exciting future to the investment community – and we did.

2


 

LETTER TO SHAREHOLDERS

Challenges for the industry...

The gold price was up 6% during 2004 in US dollar terms, which, for the industry as a whole, should have meant significantly higher profits and cash flow. Instead, financial results for the industry failed to meet expectations due to a number of challenges that impeded performance.

The rise in the gold price over the last two years was tied very closely to the devaluation of the US dollar. As the dollar fell, the gold price appreciated. We not only expect this close inverse correlation between the two to continue, we believe the combination of soaring US deficits and the trend of decreasing mine supply will provide a strong but volatile US-dollar gold price environment over the next three to five years.

However, other currencies, notably the South African Rand and the Canadian and Australian dollars, appreciated along with the gold price. This had the effect of negating some or all of the benefit of the higher US-dollar gold price, which meant the profitability of mines in those regions may have actually declined.

There were also significant cost increases in energy, consumables and other commodities, as demand in developing countries, such as China, put upward pressure on commodity prices. These increases, combined with the currency impacts, were a key factor in the rise of gold production costs by some 15% on an industry-wide basis.

Although gold prices in US dollars were up in the last two years, industry production has been steadily contracting since 2002. Investment in the gold industry had been limited until 2003, when the gold price started to climb. The lack of investment resulted in very few large, new discoveries, and these require a lead time of some 7 to 10 years before coming into production. Existing operating mines are also maturing, which usually results in lower grade, lower production and higher costs.

The increase in commodity prices has spurred a boom in the mining industry. The number of new projects in the base metals industry has increased as producers expand to meet the new demand. We are all members of the same industry, and compete for the same equipment, manpower and professional staff. Shortages and higher costs are a direct result.

(LINE GRAPH)

fig.1 Gold Price and Currency Movements
Several currencies appreciated along with the gold price
affecting profitability of mines in those regions.

3


 

LETTER TO SHAREHOLDERS

In today’s world, there is also a continuing rise in standards to be met when developing a new mine. Local communities are naturally interested in protecting their environment and sharing in the benefits of new mining developments. The relationship between the mining industry and the communities in which it operates is critical to the success of any new project. Obtaining and maintaining the social license to proceed with new and existing operations is more complex and sophisticated than ever. It is an ongoing challenge, and any successful mining company must be ready to meet it.

...and Barrick’s response

The ultimate proof of a company’s response is in its performance. In 2004, we responded to the challenges with good results and, more importantly, we positioned ourselves for future success.

Although our cash costs per ounce were up approximately 10% over 2003, the increase was within our target range, and below the industry average, because we were able to mitigate some of the inflationary and currency cost pressures through our cost management initiatives (outlined more fully later in this report). Most of the cost increase was due to a 10% decline in ounces produced, as both the Pierina and Goldstrike mines sequenced through lower grade ore during the year. Production from these two mines is expected to return to better grades in 2005, which will have a beneficial impact on costs. In spite of the cost increase, Barrick emerged as the lowest-cost producer of the senior gold mining companies in 2004 – and we expect to maintain that ranking.

The inflationary pressure we experienced in 2004 is unlikely to be as severe in the coming year, as energy and commodity prices appear to have stabilized. Our quality portfolio of operating mines are mining at or near reserve grade, which means that cost pressure arising from having mined above reserve grade is not a significant factor for Barrick. Through our continuous improvement program, we will remain focused on managing our costs and maximizing our operating margins. Currency fluctuations remain a concern, as the outlook for the US dollar remains weak. While this is favorable for the US-dollar gold price, the benefit will only be realized if the cost of production is also US-dollar denominated. Currently, more than 70% of Barrick’s cost of production is in US dollars and this percentage will grow to above 80% as the new mines come onstream. Barrick, of course, is hedged for most of its cost of production, through the deployment of hedging instruments to protect against currency volatility in our operations whose costs are not US-dollar based.

“In spite of the cost increase, Barrick emerged as the lowest-cost producer of the senior gold mining companies in 2004 – and we expect to maintain that ranking.”

4


 

LETTER TO SHAREHOLDERS

While the industry was retrenching, Barrick had the financial strength to aggressively
invest in exploration and acquisitions.

In the long run, the fundamental response to the challenges we face is to invest in new high-quality, efficient, low-cost production. Barrick has done just that and will soon reap the rewards of that foresight. While the industry was retrenching, Barrick had the financial strength to aggressively invest in exploration and acquisitions. As a result, we are well along in the construction of three new mines, which will require a total investment of about $1.2 billion. The expected average production from these new operations over their first three full years is 1.8 million ounces, with operating costs expected to be much lower than our current cost structure. We made outstanding headway on these new projects in 2004, having invested more than half of the capital required, and we are keen to move from development to production and optimization. Not only are we converting some 25 million ounces of reserves from our new projects into long-lived, cash flow generating assets, we are also delivering them into a sustained period of strong gold prices.

In addition, and unlike the industry as a whole, during 2004 we increased our proven and probable reserves. At year-end they stood at 89.1 million ounces, an increase of 8.6 million ounces before production depletion of 5.5 million contained ounces.

The key to Barrick’s reserve growth is its exploration focus on assets in new prospective districts. Assets such as Veladero and Lagunas Norte have a much better chance to grow because of their unexplored potential and the large land packages involved. In 2004, our low-cost suite of development projects increased their reserves by nearly 15%. Clearly, our focus on strong land positions in some of the most prospective gold districts is paying off.

In 2004, we also continued our exploration success by finding new reserves on existing properties – for example, Goldstrike in Nevada added 2.3 million ounces to its reserves. In short, while the gold industry overall worked to ramp up exploration investment, Barrick was already reaping the rewards of having maintained its strong, consistent exploration program during the years when low gold prices led others to retrench.

These ambitious plans would not be possible without the financial strength to execute them. Barrick is able to fund its development projects without the need to raise additional equity. We expect to be able to fund a further $1.5 billion at Pascua-Lama without the need for dilution.

5


 

LETTER TO SHAREHOLDERS

Barrick’s definition of success includes more than financial metrics. We have always emphasized the importance of sustainable development, as this is our social license to operate mines in communities all around the globe. We strive to improve the communities in which we operate –not just through the royalties and various taxes our workforce and mines generate, but also through our focus on building strong working relationships with local communities. We operate with a high degree of transparency, and provide these communities with skills training, social benefits, local employment and access to medical assistance. Some of the highlights in 2004 include our partnership with World Vision in Peru, and the strengthening of our relationship with Habitat for Humanity, an NGO that is constructing housing in villages surrounding the Bulyanhulu Mine in Tanzania. Because of this deep, ongoing commitment to social responsibility, our social license to operate grows stronger every year. It is our calling card, and it continues to facilitate the successful development of our projects, worldwide.

We also strengthened the organization with the addition of a number of extraordinary new people – including, at the Board level, two additional independent directors. Presently, 8 of our 13 directors are independent.

We shall miss the wise counsel of Jack Thompson and John Carrington. Jack, the former Chairman and CEO of Homestake, has made an invaluable contribution to our organization since the 2001 merger, while John, our former COO, steered Barrick’s operations on the global stage for a decade. We are proud of our association with these two high-quality professionals, and wish them well in their future endeavors.

Finally, we remained highly focused on our people during the year, because people execute the business plan. The successful execution of that plan in 2004 reflected our ability to develop leaders, manage talent, and place the right people at every level of the organization. More than ever, Barrick is a dynamic, professional, growth-oriented organization that challenges, develops and rewards its people. During the year, we increased employees’ responsibilities and their accountability, which led to exceptional results.

(BAR CHART)

fig. 2 Growth Profile – Target Production 2004-2007
2004 was a year of building a new generation
of mines targeted to drive Barrick’s future growth.

6


 

LETTER TO SHAREHOLDERS

         
(PHOTO OF PETER MUNK) `
  (PHOTO)   (PHOTO OF GREGORY C. WILKINS)

Peter Munk (left) and Gregory C. Wilkins (right).

The Year Ahead

Our objectives for 2005 are straightforward.

>    Deliver consistent growth in earnings and cash flow.
 
>    Focus on the execution of our development projects: Lagunas Norte, Veladero, Cowal, East Archimedes, and Pascua-Lama.
 
>    Build our resource base. Reserves are the lifeblood of a mining company, and our 2005 objective is to replace and augment both our reserves and resource base. By increasing our resource base, we prepare for the growth of reserves and production in the future.
 
>    Develop employees through an organization-wide culture of improvement and leadership.
 
>    Continue to grow the business, whether through success with the drill bit, asset optimization, or acquisition.
 
>    Ensure our employees’ safety, protect the environment, and strengthen the communities in which we operate.

In last year’s letter, we said that 2004 would be a year of building mines – and it was. We said our reorganization into regional business units put us on track to achieve our business plan objective – and it did. We executed the plan, and our stakeholders benefited.

Finally, we told you that 2004 would position us for rising production and profitability in 2005 and beyond. It has.

Three of our new mines are expected to make a meaningful contribution to production in 2005, with the fourth coming onstream in first quarter 2006. Barrick will continue to meet the industry’s challenges and run counter to industry trends, by delivering strong reserve development, new low cash-cost mines, a rising production profile, and the financial strength needed to execute our strategies and reward our stakeholders.

We have the strategies, the balance sheet, the social license and above all the people, to plan well and then execute. In 2005, all stakeholders will see a significant return on all the hard work and perseverance of the last few years.

         
/s/ Peter Munk       /s/ Gregory C. Wilkins
 
Peter Munk       Gregory C. Wilkins
Chairman       President and
      Chief Executive Officer

March 1, 2005

7


 

Corporate Social Responsibility


Responsible Mining

At Barrick, contributing long-term benefits to the communities and countries where we operate is integral to our vision of building mines and building value. Our record of outstanding performance, partnership and ethical conduct is our calling card, creating opportunities to generate shareholder value while fostering sustainable development. Our shareholders rightly expect high standards of corporate responsibility as a matter of good business practice.

(PHOTO)

Community Development

For Barrick, community development is a priority. We have partnered with such organizations as World Vision who are effectively working on sustainable development programs and the needs of children.

(PHOTO)

Environment

Environmental excellence is a strategic business objective. Reclamation proceeds concurrently with mining. At Goldstrike in Nevada, an environmental engineer inspects the growth of native plants seeded on reclaimed land that has been recontoured to blend more naturally into the surrounding landscape.

(PHOTO)

Safety and Health

Wherever we operate, men and women have volunteered and trained to respond to emergencies. These volunteers have become skilled at providing medical attention, fire fighting and other response techniques. Emergency preparedness is a key element of the Barrick Safety System.

8


 

RESPONSIBLE MINING


Corporate Social Responsibility Charter

Barrick’s commitment to Corporate Social Responsibility (CSR) is realized through corporate policies and initiatives that are implemented at sites worldwide, with regional and local priorities in mind. During 2004, Barrick’s Board of Directors approved a Corporate Social Responsibility Charter, which codifies the principles and practices that have long been a priority at Barrick sites. The Charter identifies four pillars that guide Barrick in its business conduct around the world: Ethics; Employees; Community; and Environment, Health and Safety. In all these areas, the Charter sets out performance expectations that aim to establish trust with all those with whom we interact, whether they be our employees, the communities where we live and work, or our government hosts.

For more information on Barrick’s Charter and Corporate Responsibility policies and programs, please see Barrick’s 2004 Responsibility Report, which is available on our website: www.barrick.com.


Community Development

Barrick’s mines make significant contributions to community development, such as infrastructural investment, service industry development, education, small business development and health service improvement. Sharing the benefits associated with our mining operations is no more clearly exemplified than in Peru, where 98 percent of our employees are Peruvian and where 63 percent of the construction contractors at our Lagunas Norte development project are from the local La Libertad Region.

Barrick engages with local and regional community representatives to understand their concerns and interests, and then factors this input into project design and operations planning.

Whether it involves road or power system improvements, development of housing or medical facilities, or obtaining mine services, Barrick gives priority to building partnerships to enhance local capacity and sustainable community development. In addition, Barrick provides training in specific trades to allow local community members to establish their own businesses, from which they can benefit well into the future. Barrick’s partnership with World Vision in Peru is one example of the Company’s commitment to partner with others to promote community development, in this particular instance with the objective of improving the welfare of area children.

9


 

RESPONSIBLE MINING


Employee Development

Employee development is a vital part of Barrick’s efforts to strengthen the organization and ensure that we have the right leaders in place at the right time. Extensive training programs have been instituted to develop the skills of employees and to advance their career potential. Barrick is committed to fair employment practices and a workplace in which all individuals are treated with dignity and respect, and are free from harassment and discrimination as codified in the Company’s Code of Business Conduct and Ethics.

Across Barrick operations, all employees receive a core group of health care benefits, such as medical, dental and life insurance, that can be tailored to meet local needs. For example, at the Bulyanhulu Mine in Tanzania, Barrick provides comprehensive employee health education, with a focus on HIV/AIDS, tuberculosis and malaria.


Environment

Barrick is committed to protecting the environment wherever the Company is exploring, developing, operating, or closing mines. Extensive environmental investigations precede mine planning and design. They are then followed by ongoing monitoring and regular independent audits to ensure standards are upheld and performance improvement opportunities are recognized. Throughout a mine’s lifecycle, Barrick aims to meet or surpass regulatory requirements while safeguarding the environment for local communities and future generations. Examples of the wide variety of environmental initiatives Barrick undertakes include a conservation area established to promote wildlife at our Bulyanhulu mine and a tree planting program to prevent soil erosion in the communities surrounding our Pierina mine.


Safety and Health

For Barrick, the only acceptable health and safety goal is to ensure every person goes home safe and healthy every day. The Barrick Safety and Health System draws on best practices inside and outside the Company and establishes clear roles, responsibilities and accountabilities for individuals and teams, at all levels of the organization. Personal safety behaviors and decisions by managers are key to the establishment of the required safety culture. To reinforce leadership’s role in Barrick’s safety culture, ‘Courageous Safety Leadership’ training was initiated during 2004.


Charitable Giving

Barrick’s Heart of Gold Fund is another way we contribute to the communities where we work and live. Barrick’s policy is to give one percent of annual pre-tax income to charitable causes. Recipients range from community outreach programs, to hospitals and schools, arts and cultural events, and major research institutions. Whether it is direct monetary support, in-kind service, or donation of materials or equipment, Barrick works closely with community representatives to identify needs and priorities. As one of many examples, in 2004, Barrick contributed toward the establishment of a local pediatric medical facility in one of the communities near our Veladero project. The Company has committed to further assist with the purchase of medical equipment for the facility in a collaborative effort with local governments.

10


 

RESERVES: REPLACEMENT AND GROWTH

Development Projects


Laying the Groundwork for Growth

Barrick’s pipeline of gold development projects has no rival for size, quality and immediacy. During 2004 we were focused on building our new mines and laying the groundwork for growth. In 2005 we will begin to deliver that growth, and the value it creates, even as we bring the remainder of the development projects onstream.

Tulawaka entered production in early 2005; of the remaining five projects, two more, Lagunas Norte and Veladero, are slated to come into production in 2005 and Cowal in 2006. Production from Pascua-Lama and East Archimedes is expected to follow. These first four high-quality projects are expected to drive Barrick to a targeted 40 percent increase in gold production by 2007 (from 2004 levels) – while maintaining our position with the lowest cash costs among the senior producers.

Going forward, we expect more projects in the development pipeline, for as these current projects leave the development pipeline and begin production, others are rising through the exploration pipeline – for example, Buzwagi in Tanzania, which is now undergoing a scoping study.

The following pages will discuss in more detail the three projects which are currently in construction (Lagunas Norte, Peru; Veladero, Argentina; and Cowal, Australia), followed by the two projects still in permitting (Pascua-Lama, Chile/Argentina; and East Archimedes, Nevada).

11


 

RESERVES: REPLACEMENT AND GROWTH

Lagunas Norte

     Located about 175 kilometers from the Pierina Mine, Lagunas Norte is expected to come onstream in third quarter 2005 and contribute on average about 800,000 ounces per year at about $155 per ounce over the first three full years.

         
 
Description
  >   Located in north-central Peru, about 175 kilometers from Barrick’s Pierina Mine
  >   Oxide mineralization similar to Pierina, with high-grade gold surface outcroppings and good metallurgy
  >   Open-pit, valley-fill crushing/leaching operation
 
       
 
Background
  >   Barrick announced the Lagunas Norte discovery on April 23, 2002
 
       
 
Current
  >   Proven and probable gold reserves of 9.1 million ounces
Mineralization Status
  >   1,350 square kilometer land position with good exploration potential within a 15 kilometer radius of Lagunas Norte
 
       
 
Activities Underway
  >   Access road/power line completed
  >   Site preparation complete
  >   Pre-mine stripping activities commenced in December 2004
  >   Leach pad was completed in first quarter 2005
  >   Crushing facility to be completed in second quarter 2005
 
       
 
Timeline
  >   Production expected to commence third quarter 2005
 
       
 
Construction Cost
Estimate
  >   Approximately $340 million
 
       
 
Production Profile
  >   Gold production is expected to average approximately 800,000 ounces per year at an average total cash cost of about $155 per ounce1 for the first three years


1.   See page 67 for a discussion of non-GAAP measures.


(PICTURE)

At Lagunas Norte, a grassroots exploration discovery in 2002, production is expected to start up in third quarter 2005, contributing an average of 800,000 ounces annually for the first three full years.

(PICTURE)

One of two 23 cubic meter hydraulic shovels.

12


 

RESERVES: REPLACEMENT AND GROWTH

Veladero

Targeted to enter production in fourth quarter 2005, Veladero has gold reserves of 12.8 million ounces and is the
foundation of one of the world’s largest gold districts, Frontera, with over 30 million ounces of gold reserves.

         
 
Description
  >   Located in San Juan Province, Argentina; 6 kilometers from the Pascua-Lama project in the Frontera District
  >   Open-pit, valley-fill heap leach operation with two-stage crushing, similar to Barrick’s Pierina Mine
 
Background
  >   Merger with Homestake Mining Company in December 2001 gave Barrick 100% of Veladero; formerly a joint venture owned 40% and 60% by Barrick and Homestake, respectively
 
Current
Mineralization Status
  >   Proven and probable gold reserves of 12.8 million ounces
 
Activities Underway
  >   Access road and camp construction completed
  >   All major mining equipment has been delivered and pre-stripping is underway
  >   Assay lab was commissioned in October 2004
  >   Primary and secondary crusher circuit to be completed June 2005
  >   Pad loading to commence in July 2005
  >   Plant facilities to be completed September 2005
  >   Valley-fill heap leach facility to be completed September 2005
  >   $250 million project financing signed, $198 million drawn down at year-end 2004
 
Timeline
  >   Production targeted to commence in fourth quarter 2005
 
Construction Cost
Estimate
  >   Approximately $540 million
 
Production Profile
  >   Gold production is expected to average approximately 700,000 ounces per year at an average total cash cost of about $200 per ounce1, 2 over the first full three years


1.   See page 67 for a discussion of non-GAAP measures.
 
2.   Subject to exchange rate fluctuations and applicable export duties.


(PICTURE)

Mining is well underway at Veladero and production is expected to commence in the fourth quarter of 2005.

(PICTURE)

The primary crusher nears completion with an initial design capacity of 40,000 tons per day.

13


 

RESERVES: REPLACEMENT AND GROWTH

Cowal

An important addition to Barrick’s Australian operations,
Cowal is expected to enter production in the first quarter of 2006.

         
 
Description
  >   Located in Central New South Wales, Australia, 350 kilometers northwest of Sydney
  >   Open-pit, conventional carbon-in-leach circuit
 
Background
  >   Acquired as part of Barrick’s merger with Homestake Mining Company in December 2001
 
Current
Mineralization Status
  >   Proven and probable reserves of 2.5 million ounces; measured and indicated gold resource of 1.6 million ounces
 
Activities Underway
  >   Major equipment has been delivered in first quarter 2005
  >   SAG and ball mill footings completed in first quarter 2005 – SAG mill components arrived first quarter 2005
  >   Mine stripping activities expected to commence in second quarter 2005
  >   Process plant to be completed by end of 2005
 
Timeline
  >   Production targeted to commence first quarter 2006
 
Construction Cost
Estimate
  >   Approximately $305 million
 
Production Profile
  >   Gold production is expected to average approximately 230,000 ounces at an average total cash cost of about $240 per ounce1, 2 over the first three years


1.   See page 67 for a discussion of non-GAAP measures.
 
2.   Subject to exchange rate fluctuations.


(PICTURE)

The primary crusher area at Cowal is excavated in preparation for construction. Production is expected in the first quarter of 2006.

(PICTURE)

Replanting program begins with the harvesting of native seeds.

14


 

RESERVES: REPLACEMENT AND GROWTH

Pascua-Lama

Pascua-Lama is the second stage of the over 30-million-ounce Frontera District,
and is expected to start construction in 2006.

         
 
Description
  >   Part of the 30-million-ounce Frontera District straddling the border of Chile and Argentina
  >   Barrick plans to develop Pascua-Lama as part of a unified district, starting with Veladero in 2005
  >   Open-pit mine with flotation and Merrill-Crowe
 
Background
  >   Barrick acquired the Pascua property through the Lac Minerals Ltd. acquisition in 1994, at which time, the property had proven and probable reserves of 1.8 million ounces
 
Current
Mineralization
  >   Proven and probable reserves of 17.6 million ounces; measured and indicated gold resource of 2.8 million ounces
Status
  >   Silver contained within reported gold reserves of 643 million ounces
 
Activities Underway
  >   Received Board of Director approval for development in July 2004
  >   Awaiting environmental approvals
  >   Finalizing fiscal and taxation matters
  >   Implementing Protocol regime
  >   Developing sustainable development community programs
 
Timeline
  >   Expect to receive approvals and finalize other fiscal and taxation matters in late 2005
  >   Expect to begin three-year construction schedule in 2006
  >   Production anticipated for 2009
 
Construction Cost
Estimate
  >   Approximately $1.4-$1.5 billion
 
Production Profile
  >   Gold production is expected to average 750,000-775,000 ounces per year for the first decade at an average total cash cost of $130-$140 per ounce1, 2 (silver production is expected to average approximately 30 million ounces annually for the first ten years). On a gold equivalent basis, production is expected to be 1,190,000-1,215,000 ounces per year at $220-$230 per ounce.


1.   See page 67 for a discussion of non-GAAP measures.
 
2.   Subject to exchange rate fluctuations and applicable export duties.

East Archimedes

Part of the Ruby Hill Mine, East Archimedes is now in development, with permits expected
by the end of 2005 and production in mid-2007.

         
 
Description
  >   Part of the Ruby Hill Mine located in Eureka, Nevada
  >   Open-pit heap leach operation
 
Background
  >   Acquired as part of Barrick’s merger with Homestake Mining Company in December 2001
  >   Adjacent to West Archimedes (Ruby Hill Mine) which was mined out as planned in 2002
 
Current
Mineralization Status
  >   Proven and probable reserves of 1.0 million ounces
 
Activities Underway
  >   Permits expected by end of 2005
  >   Mobile equipment purchased
  >   Site development and refurbishment
 
Timeline
  >   Production targeted to start in mid-2007
 
Capital Cost Estimate
  >   Approximately $75 million

15


 

RESERVES: REPLACEMENT AND GROWTH

Exploration

Growing Our Asset Base

In 2004, Barrick invested a total of $95 million on regional and mine site exploration (excluding development and business development). Of this total, regional exploration accounted for $70 million (including Goldstrike) and mine site exploration accounted for $25 million. In 2005, Barrick’s exploration budget is approximately $120 million (excluding development and business development), where about $80 million will be spent on regional exploration and about $40 million on mine site exploration.

Barrick has a motivated, discovery-driven team of over 150 geoscientists exploring on approximately 100 properties in 16 countries around the world. Reserve development and replacement of production is a major priority at all our sites. The Company consistently funds its exploration programs throughout all gold cycles, and has a proven track record of finding ounces at both the greenfield and brownfield projects. Exploration is focused on highly gold-endowed districts where we control large land positions, the primary ones being the Goldstrike District in Nevada, the Frontera District in Chile/Argentina, the Alto Chicama District in northern Peru, and the Lake Victoria District in Tanzania. In addition, the Company is exploring earlier stage projects in Australia, Canada, Russia and Central Asia.

Three key factors drive our exploration success: the motivation and technical excellence of our Exploration team; the policy of consistently investing in exploration; and the robust and balanced pipeline of exploration projects. The Company’s disciplined exploration strategy maximizes the chance of near-term discovery by putting the best people on the best projects and advancing the best projects more quickly up the exploration pipeline.

16


 

RESERVES: REPLACEMENT AND GROWTH

2004 Highlights

At Goldstrike, exploration drill programs, focused on targets north and south of the Open-Pit Mine, were successful in adding both reserves and resources. A total of 2.3 million contained ounces were added to Goldstrike’s reserves. This ongoing success underlines the continuing significant contribution that Goldstrike will make to Barrick’s future. In 2005, Barrick’s single largest exploration expenditure will be in the Goldstrike District and on the North Carlin Trend. At Storm, the year’s reserve development drill program was successful, and exploration in 2005 will be focused on continuing to expand the reserve.

In the Frontera District (Chile/Argentina), Barrick reactivated exploration activity in mid-2004 after a four-year hiatus resulting in the addition of about 1.75 million and 0.75 million contained ounces to reserves at Veladero and Pascua-Lama respectively. Barrick has designed an integrated program to explore this 3,000 square kilometer land package that is now under its ownership. Data compilation and ground surveys carried out in the fourth quarter generated more than 30 untested exploration targets in the area. Some are prioritized targets for drill testing early in 2005.

Barrick has an extensive land holding in the Alto Chicama District in Peru. First pass reconnaissance exploration was completed over most of the ground in 2004 and three properties were drilled. An oxide resource was outlined on the Lagunas Sur property, and transferred to the Alto Chicama development team. A total of about 2.0 million contained ounces were added to reserves at Lagunas Norte.

At the Buzwagi project in Tanzania, Barrick successfully extended the known mineralization along strike and down dip and more than met the objective of doubling the geological resource, adding 2.0 million contained measured and indicated resource ounces. A scoping study is planned for 2005. As well, a $5 million exploration program is designed to extend the mineralization along strike and will test other areas on the property. Over the past few years, Barrick has reduced its extensive land position to 9,000 square kilometers in the Lake Victoria Goldfields in order to focus on the prospective areas identified during the regional work. Drill programs are also planned in the Golden Ridge and Nzega West areas.

Barrick is exploring properties at various stages of exploration in Russia and Central Asia. Barrick’s own exploration and development programs are complemented by strategic relationships with Celtic Resources and Highland Gold. These relationships have broadened our strategy to develop gold assets in Russia and Central Asia. We have an equity position in Celtic and have back-in rights to participate on an exclusive basis for up to 50% in any assets acquired in Kazakhstan and to certain other assets including the Nezhdaninskoye project. Barrick’s investment in Highland gives it the right to participate on an exclusive basis for up to 50% on any acquisition made by Highland Gold in Russia; it extends similar rights to Highland for any acquisition made by Barrick in certain regions in Russia, excluding among others Irkutsk. These relationships are helping Barrick familiarize itself with the region and refine project development options in a highly prospective region.

17


 

FINANCIAL STRATEGY

Financial Strength to Support Growth


“Barrick’s ‘A’ rating reflects its leading cost profile,
strong pipeline of development projects, solid reserve base,
conservative financial policy, and low geopolitical risk.”

— Standard & Poor’s Rating Services, November 2004

Our financial strategy is designed to provide the sound foundation and resources needed to bring our development pipeline into production over the next five years, fund one of the largest exploration programs in the industry, and continue to grow our business on a global basis. This strategy, coupled with our positive outlook on the gold price, positions us well for the future.

The cornerstone of this financial strategy is strength. With the industry’s highest-rated balance sheet, $1.4 billion of cash, excellent access to liquidity, and growing operating cash flows, Barrick has the ability to execute the industry’s most aggressive growth plan without the need to issue a single share of new equity.

Laying the Groundwork in 2004

In 2004, Barrick was focused on laying the groundwork for our growth program.

In August, we signed a $250 million, nine-year project financing for our Veladero project. While this financing was being negotiated and executed, Argentina was going through a financial crisis and facing substantial challenges in attracting new foreign direct investment. Despite this situation, Barrick was able to gain the support of key OECD governmental and commercial bank investors, and finance the project on a limited recourse basis. It was the first limited recourse project financing executed in Argentina since the crisis.

Being able to finance the project under these conditions is a reflection not only of the quality of the project, but also of the operational and financial strength of the sponsor. Barrick has the financial capability to get our current projects built and the flexibility to source and develop gold, even in difficult economic environments.

In November, Barrick issued a total of $750 million of long-term debt in the US capital markets ($350 million of 10-year debt and $400 million of 30-year debt). We are building world-class mines that will be in production for decades. The issuance of this long-term debt reflects the Company’s ability to raise long-term core capital, at very attractive yields, consistent with the Company’s strategy of building and developing these long-lived world-class properties.

Risk Mitigation and Cost Control

Another important element of Barrick’s financial strategy is to work with our operations and supply chain management teams to identify exposures and to implement strategies aimed at controlling risk – and, where possible, to reduce costs.

In 2004, this effort helped Barrick reduce costs in equipment, currencies, oil, interest rates and a host of other areas. As a result, Barrick maintained its position as the lowest cash-cost senior producer in the industry.

18


 

FINANCIAL STRATEGY

Gold Sales Contracts

Barrick historically entered into fixed price sales contracts as part of a gold hedging program designed to manage exposure to market gold prices and protect the earnings and cash flow from declining gold prices. Given the strength of our balance sheet, we no longer need to add any new gold sales contracts, and we are opportunistically reducing the remaining position. Barrick believes the long-term fundamentals for gold will remain strong, and we will benefit directly in a stronger gold price environment – both immediately, and in the long term.

In July 2004, we announced the decision to proceed with the Pascua-Lama project (subject to receiving required permits and clarification of the applicable fiscal regimes from the governments of Argentina and Chile). We expect to put in place third-party financing for up to $750 million of the expected $1.4-$1.5 billion construction cost of Pascua-Lama. In anticipation of building the mine, and in support of any related financing, we allocated 6.5 million ounces of existing gold sales contracts specifically to the Pascua-Lama project in the fourth quarter of 2004. The allocation of these contracts will reduce gold price risk and provide an acceptable return on the Pascua-Lama capital, while representing only about one-third of current Pascua-Lama gold reserves (and leaving the 643 million ounces of silver contained in gold reserves unhedged).

Our remaining 7.0 million ounces of gold sales contracts (the “Corporate Gold Sales Contracts”) represent just over one year of planned production and about 10% of non-Pascua-Lama reserves.

(PIE CHART)

fig. 3 Corporate Gold Sales Position

With approximately 90% of our non-Pascua-Lama
reserves unhedged, Barrick has significant
leverage to the gold price.

     “...although closed for routine financing transactions in Argentina, Ex-Im Bank is open to consider specially structured deals [like Veladero] that externalize the risk and provide reasonable assurance of repayment. It is Ex-Im Bank’s first project financing in the mining sector since 1997.”

     
Washington D.C.-based Export-Import Bank of the
  United States (Ex-Im Bank), which provided $80 million
  of the Veladero financing, April 2004

19


 

OPERATIONS REVIEW

Cost Management


Cost management is a strategic and collaborative process
that goes beyond cost cutting. It is proactive,
focuses on optimizing efficiency, and is aligned
with Barrick’s long-term business plan.

The Company’s cost management strategy is focused on these key areas:

> Development of high-quality, low-cost projects

> A culture of continuous improvement

> Supply chain management

> Commodity and currency price protection

> Capital investment

Development of high-quality projects

The cost structure of a mining company is largely dependent on the quality of the assets within that company’s portfolio. Barrick is fortunate to have 12 quality operating mines and enjoys the lowest cash-cost structure of the senior gold producers. The Company looks to solidify this position as it brings two large low-cost development projects into production in 2005. Barrick also has three more quality projects in the development pipeline.

Continuous improvement

In its quest to achieve greater operating efficiencies and lower costs, Barrick continues to work towards a culture of continuous improvement in the organization. The attitude the workforce brings to each mine will dictate how effective the Company is at creating value. Continuous improvement fosters an environment of collaboration and knowledge-sharing, in which multidisciplinary teams work across time zones and geographic regions to solve common problems or to develop significant new opportunities.

Supply chain management

Because scale and scope are so large in mining, Barrick’s ability to introduce efficiencies into the supply chain significantly affects both its profitability, and its continuing position as the lowest cash-cost senior producer in the gold industry. We are enhancing our management of supply chain issues through a shift in focus from the initial price of procuring materials, services and equipment, to a focus on their true total cost. In the long run, this approach leads to better strategic purchasing decisions and lower total costs.

Commodity and currency price protection

Inflationary pressures and exposures to exchange rates can significantly affect the Company’s capital and operating costs. Barrick carefully assesses these exposures as part of its overall cost management exercise, and will proactively implement commodity and currency hedge positions to provide protection against adverse movements in these two areas.

Additional capital investment

As Barrick looks to minimize costs and maximize value, it is continually evaluating capital projects. Because of its long-life asset base, Barrick is prepared to make investments today that will result in significant long-term value to the organization.

20


 

OPERATIONS REVIEW

Barrick’s Portfolio of Properties


2004 Performance – 2005 Prospects

2004 Performance

In 2004, Barrick’s portfolio of mines met its originally stated production and cost targets. Overall, its 12 operating mines had a solid year producing 4.96 million ounces of gold at an average total cash cost of $212 per ounce1. Production in 2004 was 10% lower than the prior year as expected, primarily as a result of mining lower-grade ore at Goldstrike Open Pit, Pierina and Eskay Creek, partly offset by higher production at Bulyanhulu.

For the year, seven of Barrick’s mines met or exceeded our 2004 production forecasts, with significant increases at Goldstrike Open Pit, Kalgoorlie and Round Mountain offsetting shortfalls at the Goldstrike Underground, Plutonic and Hemlo mines. Total cash costs for 2004 – although the lowest for all senior gold producers – were 12% higher than 2003. This was primarily a result of expected processing of lower-grade ore at Goldstrike Open Pit, Round Mountain and Pierina, combined with the effect of changes in average currency hedge rates on total cash costs at our Australian mines.

At year-end 2004, proven and probable gold reserves increased to over 89 million ounces calculated at a $375 per ounce gold price. The Company’s suite of quality development projects increased their reserves by about 15%. While the Company’s overall reserves increased by approximately 4%, there was a decline in reserves at some of the older underground mines with short remaining mine lives. Silver contained in Barrick’s gold reserves at year end is 911 million ounces2 and is primarily derived from the Pascua-Lama deposit, one of the largest silver resources in the world, which contains 643 million ounces of silver.

2005 Prospects

Overall for 2005, the Company anticipates producing 5.4 to 5.5 million ounces at an average total cash cost of $220-$230 per ounce as three new mines come onstream throughout the year. Tulawaka in Tanzania came into production in the first quarter, Lagunas Norte in Peru is expected to start contributing to production in the third quarter, followed by Veladero in Argentina in the fourth quarter. Accordingly, production and total cash costs in the second half of 2005 are expected to improve significantly. Construction will continue on Cowal in Australia which is anticipated to come into production in early 2006.


1.   See page 67 for a discussion of non-GAAP measures.
 
2.   See page 129 for details.

21


 

OPERATIONS  REVIEW

Operational
Summary

                                                 
  North
  America
 
            Goldstrike                     Round     Eskay  
            Property     Goldstrike     Goldstrike     Mountain     Creek  
For year ending December 31         Total     Open Pit     Underground     Mine     Mine  
 
Operational Statistics                                            
 
                                               
 
  Tons Mined   2004     135,785       134,212       1,573       19,743       269  
 
  (000s)   2003     143,324       141,693       1,631       24,563       272  
 
                                               
     
 
  Tons Processed   2004     12,345       10,779       1,566       36,963       263  
 
  (000s)   2003     11,663       10,041       1,622       31,470       275  
 
                                               
     
 
  Grade Processed   2004     0.18       0.15       0.40       0.02       1.18  
 
  (ounces per ton)   2003     0.22       0.19       0.39       0.02       1.43  
 
                                               
     
 
  Recovery Rate   2004     86.2       85.1       89.7             93.1  
 
  (percent)   2003     83.6       82.0       88.3             93.7  
 
                                               
     
 
  Gold Production   2004     1,942       1,381       561       381       290  
 
  (000s of ounces)   2003     2,111       1,559       552       393       352  
 
                                               
     
 
  Mineral Reserves*   2004     19,158       16,188       2,970       1,538       513  
 
  (000s of ounces)   2003     19,145       15,685       3,460       1,583       941  
 
                                               
 
Financial Statistics                                            
 
                                               
    Production costs per ounce                                            
 
                                               
     
 
  Cash Operating Costs   2004   $ 231     $ 231     $ 234     $ 187     $ 26  
 
      2003     220       215       234       150       48  
 
                                               
     
 
  Royalties and   2004     18       16       21       34       5  
 
  Production Taxes   2003     18       18       19       23       4  
 
                                               
     
 
  Total Cash Costs   2004   $ 249     $ 247     $ 255     $ 221     $ 31  
 
      2003     238       233       253       173       52  
 
                                               
     
 
  Amortization   2004     79       61       120       46       176  
 
      2003     72       53       122       54       132  
 
                                               
     
 
  Total Production Costs   2004   $ 328     $ 308     $ 375     $ 267     $ 207  
 
      2003     310       286       375       227       184  
 
                                               
     
 
  Capital Expenditures   2004   $ 72     $ 42     $ 30     $ 5     $ 7  
 
  (millions)   2003     51       23       28       6       5  
 
                                               
 
         
2004  
Barrick’s Total Production (ounces)
    4,957,889  
Barrick’s Total Cash Cost (per ounce)
     $   212  
Barrick’s Total Mineral Reserves (ounces)
    89,056,000  

22


 

OPERATIONS REVIEW

                                                                         
            North     South              
            America     America     Africa     Australia  
                    Holt-                                      
            Hemlo     McDermott     Pierina     Bulyanhulu     Kalgoorlie     Plutonic     Darlot     Lawlers  
For year ending December 31         Mine     Mine     Mine     Mine     Mine     Mine     Mine     Mine  
 
Operational Statistics                                                                    
 
                                                                       
 
  Tons Mined   2004     4,715       380       40,225       1,118       45,459       13,722       896       3,365  
 
  (000s)   2003     4,178       557       39,501       945       48,677       14,180       876       1,152  
 
                                                                       
     
 
  Tons Processed   2004     2,019       394       16,746       1,123       7,142       2,662       861       866  
 
  (000s)   2003     1,971       559       15,839       980       7,171       3,010       879       806  
 
                                                                       
     
 
  Grade Processed   2004     0.13       0.15       0.03       0.35       0.07       0.13       0.17       0.13  
 
  (ounces per ton)   2003     0.14       0.17       0.07       0.36       0.07       0.12       0.18       0.13  
 
                                                                       
     
 
  Recovery Rate   2004     94.0       93.1             88.4       86.6       90.0       95.8       96.1  
 
  (percent)   2003     95.0       94.3             88.1       85.8       89.9       96.9       95.8  
 
                                                                       
     
 
  Gold Production   2004     247       55       646       350       444       304       140       110  
 
  (000s of ounces)   2003     268       90       912       314       436       334       155       99  
 
                                                                       
     
 
  Mineral Reserves*   2004     1,260             2,508       10,596       5,181       2,512       1,048       405  
 
  (000s of ounces)   2003     1,744       55       2,768       10,907       5,894       2,646       1,135       402  
 
                                                                       
 
Financial Statistics                                                                    
 
                                                                       
    Production costs per ounce                                                                    
 
                                                                       
 
  Cash Operating Costs   2004   $ 231     $ 197     $ 106     $ 270     $ 223     $ 214     $ 203     $ 238  
 
      2003     218       239       83       235       201       185       156       241  
 
                                                                       
     
 
  Royalties and   2004     9                   13       8       9       7       8  
 
  Production Taxes   2003     8                   11       8       8       8       8  
 
                                                                       
     
 
  Total Cash Costs   2004   $ 240     $ 197     $ 106     $ 283     $ 231     $ 223     $ 210     $ 246  
 
      2003     226       239       83       246       209       193       164       249  
 
                                                                       
     
 
  Amortization   2004     50       114       165       99       44       34       53       53  
 
      2003     40       131       182       123       48       31       52       42  
 
                                                                       
     
 
  Total Production Costs   2004   $ 290     $ 311     $ 271     $ 382     $ 275     $ 257     $ 263     $ 299  
 
      2003     266       370       265       369       257       224       216       291  
 
                                                                       
     
 
  Capital Expenditures   2004   $ 8           $ 8     $ 46     $ 10     $ 15     $ 7     $ 5  
 
  (millions)   2003     10             17       36       14       44       7       14  
 
                                                                       
 

* For reserve table see page 126.

23


 

OPERATIONS REVIEW

Barrick’s Portfolio of Properties

North America


Barrick’s North America region consists of the Goldstrike, Round Mountain and Marigold mines in the US, plus the Hemlo and Eskay Creek mines in Canada. East Archimedes in Nevada is a new development project which is expected to contribute to production in mid-2007. This region contains proven and probable gold reserves representing 27% of our reserve base, or 24.3 million ounces.

In 2004, North America produced 2.96 million ounces of gold at average total cash costs of $222 per ounce.

At the Company’s North American operations, production is projected to decline slightly in 2005, primarily as a result of processing lower-grade ore at Eskay Creek and the depletion of reserves at Holt-McDermott in 2004. In 2005, the region is expected to produce about 2.8 million ounces at an average total cash cost of about $245 per ounce.

South America


South America consists of the Pierina Mine and three significant development projects: Lagunas Norte and Veladero, which are expected to contribute to production in the second half of 2005, and Pascua-Lama, which is expected to come onstream in 2009. (See “Development Projects”, page 11.) The region contains 47% of the Company’s overall proven and probable gold reserves, or 42.1 million ounces.

The Pierina mine produced about 646,000 ounces at an average total cash cost of $106 per ounce.

In 2005, South American production will increase by about 90% to about 1.2 million ounces of gold, as Lagunas Norte and Veladero commence production in the second half of the year. Total cash costs are expected to be about $133 per ounce.

Australia/Africa


Barrick’s Australia/Africa region consists of the Kalgoorlie, Plutonic, Darlot and Lawlers mines in Australia, and Bulyanhulu and the recently producing Tulawaka mine in Tanzania. One new development project, Cowal in Australia, is projected to commence production in early 2006. The region contains 26% of the Company’s overall proven and probable gold reserves, or 22.6 million ounces.

In 2004, Australia/Africa production reached 1.35 million ounces of gold at an average total cash cost of $241 per ounce.

In the Australia/Africa region for 2005, Barrick’s six operations are expecting collective production of about 1.4 million ounces of gold, at increased total cash costs of about $257 per ounce.

24


 

Management’s Discussion
and Analysis (“MD&A”)


Contents

         

Core Business
  pg. 26
 
       
Executive Overview and 2005 Outlook
  pg. 26
 
       
Vision and Strategy
  pg. 28
 
       
Capability to Deliver Results
  pg. 29
 
       
Impact of Key Economic Trends
  pg. 30
 
       
Results
  pg. 35
 
       
Overview of 2004 versus 2003
  pg. 35
 
       
Consolidated Gold Production and Sales
  pg. 36
 
       
Results of Operating Segments
  pg. 38
 
       
Other Costs and Expenses
  pg. 45
 
       
Cash Flow
  pg. 48
 
       
Overview of 2003 versus 2002
  pg. 49
 
       
Balance Sheet
  pg. 50
 
       
Quarterly Information
  pg. 52
 
       
Off-Balance Sheet Arrangements
  pg. 53
 
       
Liquidity
  pg. 57
 
       
Canadian Supplement
  pg. 60
 
       
Critical Accounting Policies and Estimates
  pg. 60
 
       
Non-GAAP Performance Measures
  pg. 67
 
       
Cautionary Statement on Forward-Looking Information
  pg. 71
 
       
Glossary of Technical Terms
  pg. 72

This MD&A has been prepared as of February 9, 2005, and is intended to supplement and complement our audited financial statements and notes thereto for the year ended December 31, 2004 prepared in accordance with United States generally accepted accounting principles, or US GAAP (collectively, our “Financial Statements”). As required by Canadian Securities Authorities, a reconciliation of our US GAAP Financial Statements to Canadian GAAP is included in note 25 to the Financial Statements. You are encouraged to review our Financial Statements in conjunction with your review of this MD&A. Additional information relating to the Company, including our Annual Information Form, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. For an explanation of terminology used in this MD&A that is unique to the mining industry, readers should refer to the glossary on pages 72 and 73. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. Unless otherwise indicated, the financial information in this MD&A has been prepared in accordance with US GAAP.

For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, and would reasonably be expected to result in, a significant change in the market price or value of Barrick Gold Corporation’s shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity.

25

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Core Business

Barrick Gold Corporation (“Barrick”) is one of the world’s largest gold producers in terms of market capitalization, annual gold production and gold reserves. Our operations are concentrated in three regions: North America, Australia/Africa and South America.

Over the next two years, after production begins at four of our development projects, we are targeting our annual gold production to grow to 6.8–7.0 million ounces, with South America contributing an increasing proportion of our production. To grow our business, we are also exploring for gold in areas of the world outside of our three regions, particularly in Russia and Central Asia.

Ounces Produced by Region in 2004

(PIE CHART)

We generate revenue and cash flow from the production and sale of gold in both bullion and concentrate form. We sell our gold production through three primary distribution channels: gold bullion is sold in either the gold spot market or under gold sales contracts between Barrick and various third parties, and gold concentrate is sold to independent smelting companies. Selling prices reflect the market price for gold at the time an agreement is reached on pricing.

Executive Overview and 2005 Outlook

Our share price appreciated by 6.65% in 2004, outperforming senior gold producers Newmont Mining Corporation, Placer Dome Inc., Anglogold Ashanti Limited and Gold Fields Limited, while the spot gold price appreciated by 5.54% over the same period.

In 2004, we produced 4.96 million ounces of gold at an average total cash cost of $2121 per ounce, achieving our original guidance for the year. Higher gold production at Goldstrike Open Pit, Goldstrike Underground and Pierina more than offset lower production at the Plutonic, Round Mountain, Darlot and Eskay Creek mine sites. Despite an environment of rising commodity prices, appreciation of currencies against the US dollar, and increased royalty and mining tax payments driven by higher market gold prices, we met our original total cash costs per ounce guidance. Our currency and commodity hedge programs enabled us to mitigate the impact of commodity prices and currency exchange rates on total cash costs per ounce and operating cash flow.

We had earnings of $248 million ($0.46 per share) and generated operating cash flow of $506 million ($0.95 per share) in 2004. Our 2004 earnings and operating cash flow included an after-tax opportunity cost of $89 million ($0.17 per share) due to the voluntary reduction of our fixed-price gold sales contracts, with deliveries into contracts at prices below the prevailing market gold price, and corresponding lower revenues from gold sales. Earnings in 2004 also included tax credits totaling $227 million relating to the resolution of a Peruvian tax assessment and a change in tax status


1. Total cash costs per ounce is a non-GAAP performance measure that is used throughout this MD&A. For more information see pages 67 to 70.

26

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

in Australia; as well as impairment charges recorded against long-lived assets of $139 million pre-tax. In 2004, we exceeded our target (of 1.5 million ounces) for reducing our fixed-price gold sales contracts with a reduction of 2 million ounces.

At year-end, we had proven and probable reserves of 89.1 million ounces of gold2, based on a $375 gold price, after producing 5.5 million contained ounces. Reserve increases in 2004 were due to exploration projects at operating mines and development projects, and a lower cut-off grade as a result of a higher gold price assumption in 2004.

We continue to effectively support and shape our growth profile, including a focus on Russia and Central Asia. We made steady progress on the construction of four new mines, with three of them planned to enter production in 2005. Construction is proceeding on schedule for Lagunas Norte in Peru, Veladero in Argentina, Tulawaka in Tanzania, and Cowal in Australia. We are making progress in planning for our Pascua-Lama Project, which straddles the Chilean and Argentine border, our fifth development project, and East Archimedes which is located in Nevada, our sixth development project.

We have the capital resources to fund our development projects without the need for any equity dilution. During the year, we entered into a nine-year commitment in Argentina for $250 million in Veladero project financing and completed a $750 million public debenture offering. We also continued to optimize our capital structure through a share buyback program. At the same time, we have the gold mining industry’s only A-rated balance sheet, as rated by Standard & Poor’s.

During 2004, we implemented a number of initiatives to strengthen our organization, including making changes to the composition of our Board of Directors and governance practices as part of a commitment towards improved corporate governance. An organizational redesign was fully implemented in 2004. The new organizational design consolidated life-of-mine accountabilities under our Chief Operating Officer and established regional business units to add greater value to the global enterprise.

We expect 2005 gold production to be between 5.4–5.5 million ounces at an average total cash cost of $220–$230 per ounce, and we remain committed to our 40% targeted growth plan and gold production target for 2007 of 6.8–7.0 million ounces, at total cash costs slightly above $200 per ounce.3 The first and second quarters of 2005 are expected to have lower production and higher cash costs, with the second half of the year improving as Lagunas Norte and Veladero come on stream.

For the year, amortization is expected to be about $475–$485 million, and administration expense is expected to be approximately $90 million, including an estimated $15 million in costs on adoption of new accounting rules that require the expensing of stock options beginning in the second half of 2005. Exploration, development and business development expense is expected to be approximately $150 million, with the possibility that positive results could lead to additional exploration spending. Capital expenditures for 2005 are anticipated to be approximately $743 million for development excluding capitalized interest of $103 million and $245 million for sustaining capital.


2. For a breakdown of reserves by category and additional information relating to reserves, see page 127 of this Annual Report.

3. See page 36 for further information on forward-looking estimates of gold production and total cash costs per ounce.

27

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Vision and Strategy

Our vision is to be the world’s best gold company by finding, developing and producing quality reserves in a profitable and socially responsible manner.

The overriding goal of our strategy is to create value for our shareholders. To achieve this, cash flow from our mines is consistently reinvested in exploration, development projects and other strategic investments to work towards sustainable growth in production and cash flow. It can take a number of years for a project to move from the exploration stage through to mine construction and production. Our business strategy reflects this long lead time, but shorter-term priorities are also set for current areas of focus.

We use strategic relationships to share risk and expertise. Examples include joint venture arrangements for the Hemlo, Round Mountain and Kalgoorlie mines, and also for exploration programs in certain areas. We have investments in Highland Gold Mining PLC (“Highland Gold”) and Celtic Resources Holdings PLC (“Celtic Resources”), as well as strategic alliances with both companies, as part of our plan to develop a business unit in Russia and Central Asia.

                     
Long-term                    
Strategy Elements       Focus Areas       Measures    
 
Growth in reserves
  >   Growth at existing mine sites by finding new   >   Additions to reserves    
and production
      resources and converting to reserves.       and resources.    
  >   Growth through successful exploration focused   >   Consistent investment in    
      principally in key exploration districts (Goldstrike,       exploration and development.    
      Frontera, Lake Victoria, Alto Chicama) and   >   Growth in annual    
      in Russia/Central Asia.       gold production.    
  >   Execute the development and construction   >   Size of gold reserves.    
      of Veladero, Lagunas Norte, Tulawaka, Cowal,   >   Construction progress    
      Pascua-Lama and East Archimedes.       versus schedules.    
  >   Develop a business unit in Russia/Central Asia   >   Actual construction costs.    
      through investments in, and strategic alliances   >   Status of regulatory    
      with Highland Gold and Celtic Resources.       requirements.    
 
Operational excellence
  >   Control costs.   >   Total cash costs per ounce.1    
      •  Global supply chain management.   >   Amortization per ounce.1    
      •  Continuous improvement initiatives.   >   Ore throughput.    
      •  Currency, interest rate and   >   Equipment utilization    
         fuel/propane hedge programs.       statistics.    
  >   Optimize productivity through   >   Liquidity – operating cash    
      continuous improvement initiatives.       flow and credit rating.    
  >   Effective assessment and management of risk.   >   Key balance sheet ratios.    
  >   Effective capital allocation and management.            
  >   Sourcing of funding for capital needs.            
 
Strengthen
  >   Workforce – identify and develop talent.   >   Talent review and    
the organization
  >   Leadership development and succession planning.       performance management.    
  >   Adopt best practices in corporate governance,   >   Compliance with    
      including strengthening internal controls.       Sarbanes-Oxley Act.    
 
Responsible mining
  >   Reinforce health and safety culture.   >   Safety leadership and    
  >   Enhance environmental performance, including use of innovative technology to protect the environment.  
>
  other training initiatives.
Medical aid injury frequency.
   
  >   Maintain positive community and government relations.   >   Environmental performance.    
 


1. Total cash costs per ounce and amortization per ounce are non-GAAP performance measures. For more information, see pages 67 to 70.

28

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Capability to Deliver Results

Resources and processes provide us with the capability to execute our strategy and deliver results. Our critical resources and processes are as follows:

Critical Non-Capital Resources and Processes

Experienced Management Team and Skilled Workforce

We have an experienced management team that has a proven track record in the mining industry. Our management team is critical to the achievement of our strategic goals, and we are focused on retaining and developing key members. The team is focused on the execution of our strategy and business plan. Strong leadership and governance are critical to the successful implementation of our core strategy. We are focusing on leadership development for key members of executive-level and senior mine management.

A skilled workforce is one of our most significant non-capital resources. Competition for appropriately trained and skilled employees is high in the mining industry. Employee retention, the ability to recruit skilled employees, and labor relations have a significant impact on the effectiveness of our workforce, and ultimately the efficiency and effectiveness of our operations. We maintain training programs to develop the skills that certain employees need to fulfill their roles and responsibilities. The remote nature of many mine sites can present a challenge to us in maintaining an appropriately skilled workforce. Priorities for our Human Resources group include strengthening our workforce and developing leadership and succession capabilities by focusing on attracting and retaining the best people, as well as enhancing the process for identifying and developing the leadership pool. We are implementing Human Resources systems solutions to enhance our ability to analyze and compare labor costs, productivity and other key statistics to better manage the effect our workforce has on our mining operations.

Health and Safety

As part of our commitment to corporate responsibility, we focus on continuously improving health and safety programs, systems and resources to help control workplace hazards. Continuous monitoring and integration of health and safety into decision-making enables us to operate effectively, while also focusing on health and safety. Key areas of focus include safety leadership through training and risk management practices; designing and enhancing processes and programs to ensure safety requirements are met; and communicating a safety culture as part of Company and personal core values.

Environmental

We are subject to extensive laws and regulations governing the protection of the environment, endangered and protected species, waste disposal and worker safety. We incur significant expenditures each year to comply with such laws and regulations. We seek to continuously implement operational improvements to enhance environmental performance. We also integrate environmental evaluation, planning, and design into the development stage of new projects to ensure environmental matters are identified and managed at an early stage.

Cost Control

Successful cost control depends upon our ability to obtain and maintain equipment, consumables and supplies as required by our operations at competitive prices. Through a culture of continuous improvement, we are also focusing on identifying and implementing steps to make our operations more effective and efficient.

Our Supply Chain group is focusing on improving long-term cost controls and sourcing strategies for major consumables and supplies used in our mining activities through global commodity purchasing teams. They are also focusing on knowledge sharing across our global business and implementing best practices in procurement. We are developing strategies to help us analyze and source consumables and supplies at the lowest cost over the life of a mine, as well as long-term alliances with suppliers.

29

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Maintenance is a significant component of our operating costs. Our Global Maintenance team is working to reduce maintenance costs and increase equipment utilization through an internal maintenance community. Key areas of focus include setting standards for maintenance to optimize usage of mine equipment and enable cost-effective purchasing of mine equipment. They are implementing a global maintenance system to facilitate sharing of best practices and tracking of capital equipment statistics such as utilization, availability and useful lives.

Technology

Our Information Technology group monitors significant risks, such as security, the risk of failure of critical systems, risks relating to the implementation of new applications, and the potential impact of a systems failure. They are implementing strategies to manage these risks, including ongoing enhancements to security; monitoring of operating procedures; the effectiveness of system controls to safeguard data; evaluating technology resources; and maintaining disaster recovery plans. Other areas of focus include reducing technology diversity through standardizing systems solutions, and ongoing analysis of business needs and the potential benefits that can be gained from new applications.

Internal Controls

We maintain a system of internal controls designed to safeguard assets and ensure financial information is reliable. We undertake ongoing evaluations of the effectiveness of internal controls and implement control enhancements, where appropriate, to improve the effectiveness of controls. In 2004 and 2003, we focused on the design, testing and assessment of the effectiveness of internal controls to enable us to meet the certification and attestation requirements of the Sarbanes-Oxley Act. We presently file management certifications annually under Section 302 and Section 906 and expect to comply with the reporting requirements of Section 404 as required by law.

We also maintain a system of disclosure controls and procedures designed to ensure the reliability, completeness and timeliness of the information we disclose in this MD&A and other public disclosure documents.

Critical Capital Resources and Processes

We expect to fund capital requirements of about $2.5 billion over the next four years to finish construction activities at our development projects and for a power plant to supply our Goldstrike mine. Adequate funding is in place or available for all our development projects. We plan to put in place project financing for a portion of the expected construction cost of Pascua-Lama, however, if we are unable to do so because of unforeseen political or other challenges, we expect to be able to fund the capital required through a combination of existing capital resources and future operating cash flow.

We may also invest capital in Russia and Central Asia in 2005 to exercise certain rights we hold through agreements with Highland Gold and Celtic Resources to acquire interests in various mineral properties, and also to acquire future common shares of Celtic. These rights are described in note 10 to the Financial Statements. We expect that any capital required will be funded from a combination of our existing cash position and operating cash flow in 2005.

Impact of Key Economic Trends

1. Higher Market Gold Prices

Gold Prices (Dollars per Ounce)

(LINE GRAPH)

30

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Market gold prices are subject to volatile price movements over short periods of time, and are affected by numerous industry and macroeconomic factors that are beyond our control. The US dollar gold price has increased over the past few years, mainly due to the weakening of the US dollar against most major currencies, a decline in gold supply and an increase in demand for gold. The gold price over the last few years has had a high correlation with the US dollar, and we expect this correlation to continue.

With global financial markets experiencing significant volatility, political and security issues in a state of uncertainty, and with the US dollar – the “secure investment of choice” globally – coming under pressure, the global investment community has reawakened to the potential for gold as an alternative investment vehicle. The past few years have seen a resurgence in gold as an investment vehicle, and we believe the prospects for gold to experience further investment interest are good, particularly in light of expected global economic/political uncertainties going forward. We believe that the introduction of more readily accessible and more liquid gold investment vehicles (such as gold exchange traded funds – “ETFs”) will further enhance gold’s appeal to investors.

Our revenues are significantly impacted by the market price of gold. We have historically used fixed-price gold sales contracts to provide protection in periods of low market gold prices, but since 2001 we have been focusing on reducing the level of outstanding fixed-price gold sales contracts. In 2004, we reduced our fixed-price gold sales contracts by 2 million ounces. The terms of our fixed-price gold sales contracts enable us to deliver gold whenever we choose over the primarily ten-year term of the contracts. Our fixed-price gold sales contracts have allowed us to benefit from higher market gold prices, while the flexibility implicit in contract terms allows us to reduce the outstanding sales contracts over time.

Over the last three years, our realized gold sales prices have largely tracked the rising market gold price. Periods when our average realized price was below average market prices were primarily caused by us voluntarily choosing to deliver into gold sales contracts at prices lower than prevailing market prices to reduce outstanding gold sales contracts. We view the outlook for market gold prices to be positive due to our view of a declining US dollar and the present supply/demand fundamentals. In the future, we expect to be able to benefit from higher gold prices. The flexibility under our fixed-price gold sales contracts will enable us to deliver gold at market prices, however, if we choose to deliver a portion of our production under gold sales contracts, the prices for those deliveries may be below prevailing market prices.

2. Higher Market Silver Prices

Spot Silver Prices (Dollars per Ounce)

(LINE GRAPH)

Market silver prices are subject to volatile price movements over short periods of time, and are affected by numerous industry and macroeconomic factors that are beyond our control. Market silver prices have increased since late 2003 mainly due to increasing investment and industrial demand, along with higher world economic growth in 2004. Market prices fluctuated in 2004 as higher prices caused demand from jewelry and silverware fabrication to decrease. An expected decline in the use of silver for photographic film due to increases in digital photography may negatively impact market prices, but this trend has been partly offset by increased demand for photographic film in developing countries.

31

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Market silver prices impact the value of silver produced as a by-product at some of our mines. When the silver price increases, by-product credits increase and our total cash costs per ounce decrease. In the past, we have used silver sales contracts to sell a portion of our annual silver production, which has helped to mitigate the impact of volatility in market prices, and we may use such contracts in the future. The flexibility under our silver sales contracts allows us to benefit from higher market silver prices by choosing to deliver silver production into the silver spot market. If we choose to deliver a portion of our silver production under silver sales contracts, the prices for those deliveries may be below prevailing market prices.

3. Weakening of the US dollar Against Major Currencies

AUD$ Spot and Average Monthly Hedge Rates
(A$:US$ exchange rate)

(LINE GRAPH)

CAD$ Spot and Average Monthly Hedge Rates
(C$:US$ exchange rate)

(LINE GRAPH)

The US dollar significantly depreciated against many major currencies in 2003 and 2004. The weakening of the US dollar was largely due to a record US trade deficit and low interest rates that, after taking into account inflation, provided negative real returns. As these conditions remain, and as the United States seeks to improve the competitiveness of its exports, further devaluation of the US dollar may occur.

Results of our mining operations in Australia and Canada, reported in US dollars, are affected by exchange rates between the Australian and Canadian dollar and the US dollar, because a portion of our annual expenditures are based in local currencies. A weaker US dollar causes costs reported in US dollars to increase, because local currency denominated expenditures have become more expensive in US dollars. We have a currency hedge position as part of our strategy to control costs by mitigating the impact of a weaker US dollar on Canadian and Australian dollar-based expenditures. Over the last three years, our currency hedge position has provided benefits to us in the form of hedge gains when contract exchange rates are compared to prevailing market exchange rates as follows: 2004 – $96 million; 2003 – $58 million; 2002 – $7 million. These gains are included in our operating costs.

At December 31, 2004, we had hedged local currency-based expenditures for about the next three years at average exchange rates that are more favorable than market rates in early 2005. The average rates for currency contracts designated against operating costs over the next three years are $0.64 for Australian dollar contracts and $0.72 for Canadian dollar contracts. Further details of our currency hedge position are included in note 16 to the Financial Statements. Beyond three years, most of our local currency denominated costs are subject to market currency exchange rates. If the trend of a weakening US dollar continues, we do not expect that this will significantly impact our results of

32

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

operations over the next three years because of the protection we have under our currency hedge position. Beyond the next three years, our results could be affected, depending upon whether we add to our currency hedge positions in the future.

4. Higher Energy Prices

Crude Oil Market Price
(Dollars per Barrel)

(LINE GRAPH)

Diesel Fuel and Propane

Prices of commodities, such as diesel fuel and propane, are subject to volatile price movements over short periods of time and are affected by factors that are beyond our control. Annually, we consume about 1.3–1.7 million barrels of diesel fuel and 20–25 million gallons of propane at our mines. The cost of these commodities affects our costs to produce gold.

Crude oil is refined into diesel fuel that is used by us at our mines. Due mainly to global supply shortages and a weakening US dollar, crude oil prices rose in 2004, with a corresponding rise in diesel fuel prices. To control costs by mitigating the impact of rising diesel fuel prices, we put in place a fuel hedge position of 2.4 million barrels, a portion of estimated future diesel fuel consumption over the next three years with an average cap price of $39 per barrel and participation to an average floor price of $29 per barrel on about half the position. In 2004, we realized benefits in the form of hedge gains totaling $4 million when contract prices were compared to market prices. If the trend of increasing diesel fuel prices continues, this could impact future gold production costs, albeit mitigated by our present fuel hedge position. We also have a propane hedge position of 29 million gallons at an average price of $0.79 per gallon, that will help to control the cost of a portion of propane consumption at our mining operations over the next two years, and mitigate the impact of volatility in propane prices.

Electricity

Electricity prices have risen in recent years as a result of diesel fuel price increases and natural gas demand, as well as excess demand for electricity. Annually we consume about 1.3–1.5 billion kilowatts of electricity at our mines. Fluctuations in electricity prices or in electricity supply impact costs to produce gold. To control electricity costs, we are building a 115-megawatt natural gas-fired power plant in Nevada that will supply our Goldstrike mine, and reduce the mine’s dependence on the regulated utility in Nevada. The sourcing of electricity from this power plant is expected to reduce total cash costs by an average of about $10 per ounce at Goldstrike over the remaining life of the mine, compared to recent costs of obtaining power from the regulated power utility. The plant is targeted to begin operating in fourth quarter 2005. We are also entering into long-term power supply arrangements for some mines; building powerlines to link into power grids; actively reviewing alternative sources of supply of electricity; and looking at other options across many of our larger mines and development projects.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

5. Other Inflationary Cost Pressures

The mining industry has been experiencing significant inflationary cost pressures with increasing costs of labor and prices of consumables such as steel, concrete and tires. The cost of consumables such as steel and concrete mainly impacts mine construction costs. The costs of tires mainly impacts cash production costs. For steel in particular, world demand in excess of supply caused steel prices to increase significantly in 2004. We are directly and indirectly impacted by rising steel prices through the cost of new mine equipment and grinding media, as well as structural steel used in mine construction. We are focusing on supply chain management and continuous improvement initiatives to mitigate the impact of higher steel prices, including controlling usage and extending the life of plant and equipment, where possible.

6. Declining US dollar interest rates

Interest Rate %

(LINE GRAPH)

US dollar interest rates have been relatively low by historic standards over the past three years due mainly to ongoing weak economic conditions; easy monetary policies; low inflation expectations; and increasing demand for low-risk investments. This lower interest-rate environment has enabled us to secure new sources of financing in 2004 at relatively attractive interest rates.

Volatility in interest rates mainly affects interest receipts on our cash balances ($1,398 million outstanding at the end of 2004), and interest payments on variable-rate long-term debt ($411 million outstanding at the end of 2004). Based on the relative amounts of variable-rate financial assets and liabilities at the end of 2004, declining interest rates would have a negative impact on our results. In the future we expect these relative amounts to change as we invest cash in our development projects. The amount of cash balances may decrease from levels at December 31, 2004, subject to the amount of operating cash flow we generate in the future, as well as other sources of and uses for cash. In response to the volatility in interest rates, we have used interest rate swaps to alter the relative amounts of variable-rate financial assets and liabilities and to mitigate the overall impact of changes in interest rates. Management of interest-rate risk takes into account the term structure of variable-rate financial assets and liabilities. On $300 million of our cash balances, we have fixed the interest rate through 2008 at 3.3%. On our Bulyanhulu project financing, we have fixed the Libor-based rate for the remaining term of the debt at 4.45%. These interest rate swaps have provided benefits to us in the form of hedge gains, when rates under the swaps are compared to market interest rates, totaling $16 million in 2004, $13 million in 2003 and $6 million in 2002. In the future we may alter the notional amounts of interest rate swaps outstanding, as the relative amounts of variable-rate assets and liabilities change, to attempt to manage our exposure to interest rates.

Interest rates have historically been correlated with forward gold prices compared to current market prices. In periods of higher interest rates, forward gold prices have generally been higher. Consequently in periods of higher interest rates we have been able to secure more favorable future prices under fixed-price gold sales contracts.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Results

     
Selected Annual Information
   
 
                                 
For the years ended December 31                        
($ millions, except per share                        
and per ounce data in dollars)   Targets for 20041     2004     2003     2002  
 
Gold production (’000s oz)
    4,900–5,000       4,958       5,510       5,695  
Gold sales
                               
(’000s oz)
            4,936       5,554       5,805  
$ millions
          $ 1,932     $ 2,035     $ 1,967  
Market gold price3
            409       363       310  
Realized gold price3
            391       366       339  
Total cash costs3,4
  $ 205–215       212       189       177  
Amortization
    480–490       452       522       519  
Net income
            248       200       193  
Net income per share
                               
Basic
            0.47       0.37       0.36  
Diluted
            0.46       0.37       0.36  
Dividends per share
            0.22       0.22       0.22  
Cash inflow (outflow)
                               
Operating activities
            506       519       588  
Capital expenditures
    (900 )2     (824 )     (322 )     (228 )
Financing activities
            741       (266 )     (61 )
Total assets
            6,274       5,358       5,261  
Total long-term financial liabilities
          $ 1,707     $ 789     $ 819  
Gold reserves (millions of contained oz)
            89.1       85.9       86.9  
Fixed-price gold sales contracts (millions of oz)
            13.5       15.5       18.1  
 


1. As disclosed in the 2003 Annual Report.
 
2. As disclosed in the second quarter 2004 report.
 
3. Per ounce weighted average.
 
4. For an explanation of the use of non-GAAP performance measures, refer to pages 67 to 70 of Management’s Discussion and Analysis.

Overview of 2004 Versus 2003

Earnings

In 2004, higher cash production costs were offset by higher gold selling prices, but earnings were impacted by lower gold sales volumes. Based on the difference between average realized gold prices and average total production costs per ounce, the impact of lower sales volumes was to decrease pre-tax earnings by about $54 million.

As expected, gold production in 2004 was lower than 2003, and total cash costs per ounce were higher, mainly due to the expected mining of lower ore grades in 2004. Higher spot gold prices enabled us to realize higher selling prices for our gold production, and mitigate the impact on revenue of 11% lower sales volumes. We sold about 59% of our production into the spot market, and 41% into our gold sales contracts at prices lower than prevailing market prices. By voluntarily delivering into some of our gold sales contracts, we reduced our fixed-price gold sales contracts by 2 million ounces, and we accepted an $89 million opportunity cost, compared to delivering all of our production at market prices, with corresponding lower revenues from gold sales.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Earnings in 2004 benefited from $25 million lower pre-tax interest expense, a $203 million income tax recovery, and pre-tax gains on sale of assets totaling $34 million, partly offset by pre-tax impairment charges totaling $139 million on long-lived assets. Interest expense decreased by $25 million mainly due to amounts capitalized at development projects in 2004. The $203 million income tax recovery in 2004 included a credit of $141 million following the resolution of a tax assessment in Peru, and a credit of $81 million due to a change in tax status in Australia following the adoption of certain aspects of new tax legislation. Earnings in 2003 included a $60 million post-tax non-hedge derivative gain (2004 – $9 million post-tax) and deferred tax credits totaling $62 million, partly offset by post-tax charges of $11 million on settlement of the Inmet litigation and $17 million for the cumulative effect of accounting changes.

     
Special Items – Effect on earnings increase (decrease) ($ millions)
   
 
                                                 
    2004     2003     2002  
For the years ended December 31   Pre-tax     Post-Tax     Pre-tax     Post-Tax     Pre-tax     Post-Tax  
 
Non-hedge derivative gains (losses)
  $ 5     $ 9     $ 71     $ 60     $ (6 )   $ 6  
Inmet litigation costs
                (16 )     (11 )            
Gains on asset sales
    34       28       34       27       8       5  
Impairment charges on long-lived assets
    (139 )     (96 )     (5 )     (3 )     (11 )     (11 )
Impairment charges on investments
    (5 )     (5 )     (11 )     (11 )            
Changes in asset retirement obligation cost estimates
    (22 )     (17 )     (10 )     (10 )            
Cumulative effect of accounting changes
                (17 )     (17 )            
Resolution of Peruvian tax assessment
                                               
Outcome of tax uncertainties
          141                          
Reversal of other accrued costs
    21       15                          
Deferred tax credits
                                               
Change in Australian tax status
          81                          
Release of valuation allowances/outcome of uncertainties
          5             62             22  
Total
    (106 )     161       46       97       (9 )     22  
 

Cash Flow

Our closing cash position at the end of 2004 increased by $428 million to $1,398 million. Operating cash flow decreased slightly in 2004 mainly due to the lower gold sales volumes and increases in supplies inventory at our development projects, partly offset by lower payments for income taxes. Capital expenditures increased by $502 million to $824 million mainly due to construction activity at our development projects. We received $974 million from new financing put in place primarily to fund construction at our development projects; we paid dividends totaling $118 million and we spent $95 million on our share buyback program.

Consolidated Gold Production and Sales

Gold production and production costs

By replacing gold reserves depleted by production year over year, we can maintain production levels over the long term. If depletion of reserves exceeded discoveries over the long term, then we may not be able to sustain gold production levels. Reserves can be replaced by expanding known orebodies or by locating new deposits. Once a site with gold mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

proven and probable reserves and to construct mining and processing facilities. Given that gold exploration is speculative in nature, some exploration projects may prove unsuccessful.

Our financial performance is affected by our ability to achieve targets for production volumes and total cash costs. We prepare estimates of future production and total cash costs of production for our operations. These estimates are based on mine plans that reflect the expected method by which we will mine reserves at each mine, and the expected costs associated with the plans. Actual gold production and total cash costs may vary from these estimates for a number of reasons, including if the volume of ore mined and ore grade differs from estimates, which could occur because of changing mining rates; ore dilution; metallurgical and other ore characteristics; and short-term mining conditions that require different sequential development of ore bodies or mining in different areas of the mine. Mining rates are impacted by various risks and hazards inherent at each operation, including natural phenomena, such as inclement weather conditions, floods, and earthquakes; and unexpected labor shortages or strikes. Total cash costs per ounce are also affected by changing waste-to-ore stripping ratios, ore metallurgy that impacts gold recovery rates, labor costs, the cost of mining supplies and services, and foreign currency exchange rates. In the normal course of our operations, we attempt to manage each of these risks to mitigate, where possible, the effect they have on our operating results.

In 2004, production from our portfolio of mines was in line with plan. As expected, production in 2004 was 10% lower than in 2003 primarily as a result of mining lower-grade ore at Goldstrike Open Pit, Pierina and Eskay Creek, partly offset by higher production at Bulyanhulu. Ounces sold decreased by 11% compared to 2003, consistent with the lower production levels. As our development projects commence production beginning in 2005, we are targeting annual gold production to rise to between 6.8 and 7.0 million ounces by 2007 at total cash costs slightly above $200 per ounce. In 2005, we expect to produce about 5.4–5.5 million ounces at total cash costs of between $220 and $230 per ounce.

Our Pierina and Eskay Creek mines produced about 17 million ounces of silver by-products in 2004. The incidental revenue from sales of silver is classified as a component of our reported “total cash costs per ounce” statistics, which is one of the key performance measures that we use to manage our business. At December 31, 2004, the silver content in our gold reserves was about 911 million ounces. After production begins at Pascua-Lama, we expect that our annual silver production will increase significantly.

     
Consolidated Total Cash Costs Per Ounce
   
 
                                 
For the years ended December 31                        
(in dollars per ounce)   Target for 2004     2004     2003     2002  
 
Cost of sales1
          $ 248     $ 210     $ 191  
Currency hedge gains
            (19 )     (12 )     (1 )
By-product credits
            (30 )     (21 )     (20 )
Cash operating costs
            199       177       170  
Royalties/mining taxes
            13       12       7  
Total cash costs2
  $ 205–215     $ 212     $ 189     $ 177  
 


1. At market currency exchange rates.
 
2. For an explanation of the use of non-GAAP performance measures, refer to pages 67 to 70 of Management’s Discussion and Analysis.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Total cash costs for 2004 were in line with the original full-year guidance. As expected, total cash costs in 2004 were higher than in 2003, primarily due to processing lower-grade ore at Goldstrike Open Pit, Round Mountain and Pierina, combined with the effect of changes in average currency hedge rates on total cash costs at our Australian mines.

Revenue from gold sales

We realized an average selling price of $391 per ounce for our gold production in 2004, compared to $366 per ounce in 2003, when average market gold prices were lower. Our average realized price in 2004 reflects delivery of 59% of ounces sold into the spot market at market prices, and 41% into gold sales contracts at selling prices below prevailing market prices. We exceeded our target for reducing our fixed-price gold sales contracts by 0.5 million ounces in 2004, ending the year with a 2 million ounce reduction. The price realized for gold sales in 2005 and beyond will depend upon spot market conditions and the selling prices of any gold sales contracts into which we voluntarily deliver, which could be below prevailing spot market prices.

Results of Operating Segments

In our Financial Statements we present a measure of historical segment income that reflects gold sales at average consolidated realized gold prices, less segment operating costs and amortization of segment property, plant and equipment. Our segments include: producing mines, development projects and our corporate exploration group. For each segment, factors influencing consolidated realized gold prices apply equally to the segments, and therefore the factors have not been repeated in the discussion of individual segment results. We monitor segment operating costs using “total cash costs per ounce” statistics that represent segment operating costs divided by ounces of gold sold in each period. The discussion of results for each segment focuses on this statistic in explaining changes in segment operating costs. We also discuss significant variances from prior public guidance for gold production and total cash costs per ounce statistics for each segment.

Conducting mining activities in countries outside North America subjects us to various risks and uncertainties that arise from carrying on business in foreign countries including: uncertain political and economic environments; war and civil disturbances; changes in laws or fiscal policies; interpretation of foreign taxation legislation; and tax implications on repatriation of foreign earnings. We monitor these risks on an ongoing basis and mitigate their effects where possible, but events or changes in circumstances could materially impact our results and financial condition.

For development projects, we prepare estimates of capital expenditures; reserves and costs to produce reserves. We also assess the likelihood of obtaining key governmental permits, land rights and other government approvals. Estimates of capital expenditures are based on studies completed for each project, which also include estimates of annual production and production costs. Adverse changes in any of the key assumptions in these studies or other factors could affect estimated capital expenditures, production levels and production costs, and also the economic feasibility of a project. We take steps to mitigate potentially adverse effects of changes in assumptions or other factors. Prior to the commencement of production, the segment results for development projects reflect expensed mine development and mine start-up costs.

North America

In 2004, production was at the low end of the original guidance for the year and total cash costs were better than the original guidance for the year. Total cash costs per ounce reflected lower costs than plan at the Goldstrike Open Pit and Eskay Creek, partly offset by higher costs at Round Mountain and Hemlo. Total cash costs for the North America region in 2004 were not significantly affected by the impact of a weakening US dollar on our Canadian mines or by rising fuel prices, because we mitigated these exposures through our currency

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

and fuel hedge programs as part of our focus on controlling costs.

The region produced 8% less gold in 2004 compared with 2003 mainly because of the expected mining of lower-grade ore at the Goldstrike Open Pit and Eskay Creek. Compared to 2003, total cash costs per ounce were 6% higher in 2004, as a result of the processing of lower-grade ore.

In 2005, gold production from the North America region is expected to decline by 5% to about 2.8 million ounces due to the processing of lower-grade ore at Eskay Creek and following the depletion of reserves at Holt-McDermott in 2004. Total cash costs for the region are expected to increase by 10% to about $245 per ounce, mainly due to the processing of lower-grade ore at Round Mountain and Eskay Creek, as well as slightly higher costs at Goldstrike.

Goldstrike, United States

Segment income decreased by $1 million in 2004 from 2003 levels, mainly due to 14% lower gold sales volumes and 5% higher total cash costs per ounce, partly offset by 7% higher realized gold prices and 7% lower amortization expense.

Gold production at the open pit was slightly higher than plan in 2004, and total cash costs per ounce were slightly lower than plan. With the planned mining of lower-grade ore in 2004, partly offset by better gold recovery rates, open-pit production was 11% lower and total cash costs per ounce were 6% higher than in 2003. Revenues decreased by 8%, with a 17% decrease in ounces sold, due to the lower gold production levels in 2004, partly offset by a 7% increase in realized gold prices.

At the underground mine, production was 5% below the low end of the original range of guidance due to lower than expected availability of the Rodeo backfill raise, changes to mine sequencing, and higher maintenance costs due to unexpected repairs to electrical transformers. Total cash costs per ounce were at the high end of the original range of guidance for 2004 due to the lower production volumes and higher backfill haulage costs. Production was slightly higher than 2003 and total cash costs per ounce were similar to 2003, mainly due to better gold recovery rates and processing of slightly higher-grade ore in 2004.

Amortization expense decreased by $11 million in 2004 mainly due to the effect of lower gold sales volumes, combined with the impact of reserve increases at the beginning of 2004 that caused a $15 million decrease in amortization expense.

In 2004, the Nevada Public Utilities Commission approved our proposal to build a 115-megawatt natural gas-fired power plant in Nevada to supply our Goldstrike mine. The plant is targeted to commence operations in fourth quarter 2005. Highlights include:

>   The construction permit for the foundation and buried services was received in fourth quarter 2004.

>   Engineering work for the project is substantially complete and site preparation commenced in fourth quarter 2004. Construction of the power plant was subcontracted to a third-party contractor, and $18 million was spent on construction in 2004.

>   We expect to file an application for a building construction permit in first quarter 2005.

>   The natural gas supplier to the power plant is applying for permits to enable the construction of a short extension from an existing gas pipeline to the power plant site.

Eskay Creek, Canada

Segment income decreased by $13 million in 2004, mainly due to 18% lower gold sales volumes and 9% higher amortization expense, partly offset by 40% lower total cash costs per ounce and 7% higher realized gold prices. Revenues decreased by 14%, with an 18% decrease in ounces sold, due to the lower gold production levels in 2004, partly offset by a 7% increase in realized gold prices.

Production for 2004 was slightly lower than plan due to lower than expected ore grades and unscheduled backfill plant maintenance. Total cash costs per ounce were better than plan, mainly due

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

to higher by-product credits caused by higher silver prices, partly offset by the impact of processing lower-grade ore and higher maintenance costs. Compared to 2003, as expected, production decreased by 18% because of a 4% decline in quantity of ore processed, and an 18% decline in ore grade. Total cash costs per ounce were 40% lower than 2003 mainly due to higher by-product credits in 2004 caused by higher silver prices, partly offset by the impact of lower ore grades.

Amortization expense increased by $4 million in 2004 mainly due to the impact of downward revisions to reserve estimates in 2004 that increased amortization rates, partly offset by the effect of lower gold sales volumes.

In fourth quarter 2004, the Eskay Creek mine was tested for impairment effective December 31, 2004. An impairment charge of $58 million was recorded, which is not included in the measure of segment income. For further details see page 64.

Round Mountain (50% owned), United States

Segment income decreased by $5 million in 2004, mainly due to 28% higher total cash costs, partly offset by 7% higher realized gold prices. Revenues increased by 6% mainly due to 7% higher realized gold prices.

Production was 4% higher than the high end of the original range of guidance for 2004, but at slightly higher total cash costs per ounce. Production was positively impacted by the continuing recovery of gold from leach pads where ore was placed in prior years. Higher total cash costs per ounce were mainly due to higher royalty costs, caused by higher market gold prices, as well as higher purchase costs and consumption of both cyanide and lime. Compared to 2003, gold production was 3% lower due to an expected decline in ore grades partly offset by an increase in quantities of ore processed. Total cash costs per ounce increased by 28% over 2003 as a result of mining lower-grade ore in 2004, higher royalties, and higher purchase costs and consumption of both cyanide and lime. Higher recovery rates of gold from leach pads in 2003 also contributed to the year on year change in total cash costs per ounce.

Amortization expense decreased by $3 million mainly due to slightly lower gold sales volumes combined with the effect of reserve increases at the beginning of 2004 on amortization rates.

Hemlo (50% owned), Canada

Segment income decreased by $3 million in 2004, mainly due to 10% lower gold sales volumes, combined with 6% higher total cash costs per ounce, partly offset by 7% higher realized gold prices. Revenues decreased by $5 million as 10% lower gold sales volumes were partly offset by 7% higher realized gold prices.

In 2004, production was 10% lower than plan and total cash costs per ounce were 13% higher than plan primarily because ground stability issues caused mining to occur in lower-grade areas of the mine. A decline in ore grades in 2004 was the primary reason for the lower gold production and higher total cash costs per ounce compared with 2003.

East Archimedes, United States

In September 2004, a decision was made to proceed with the East Archimedes project at the Ruby Hill mine site in Nevada. The project is an open-pit, heap leach operation exploiting the East Archimedes deposit, a deeper continuation of the ore mined previously at Ruby Hill. Construction capital is estimated at about $75 million over an expected two-year construction phase that begins once permitting is secured. The mining fleet has been ordered and permitting work is ongoing. The project has an expected life-of-mine strip ratio of 9:1 and assumes an average mining rate of 100,000 tons per day. The first gold pour is targeted for mid-2007.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

South America

In 2004, all production was from the Pierina mine. Lagunas Norte and Veladero are expected to begin production and contribute to the South America region’s results in the second half of 2005. In 2005, we expect production to increase by about 90% to about 1.2 million ounces, mainly due to the production start-up at Lagunas Norte and Veladero. Total cash costs are expected to increase by 25% to about $133 per ounce, mainly due to higher costs at Pierina following an increase in the stripping ratio from 60:1 to 86:1 and the impact of new production from Veladero and Lagunas Norte. The higher stripping ratio at Pierina mainly reflects the updating of the mine plan to incorporate additions to reserves at the end of 2004.

Pierina, Peru

Segment income decreased by $15 million in 2004 mainly due to 29% lower gold sales volumes, combined with 28% higher total cash costs per ounce, partly offset by 7% higher realized gold prices and lower amortization rates. Revenues decreased by $81 million as 29% lower gold sales volumes were partly offset by 7% higher realized gold prices.

In 2004, production was slightly higher than plan, however total cash costs per ounce were 6% higher than the upper end of the range of guidance for the year. The ability to access higher-grade ore at the mine was delayed due to a change in the mining plan to adjust for minor pit slope instability in the west pit wall. Higher fuel prices and lower by-product credits, due to lower quantities of silver contained in the ore processed in 2004, as well as processing of lower-grade ore, all contributed to higher total cash costs per ounce. Compared to 2003, production was 29% lower and total cash costs per ounce were 28% higher, due to the expected mining of lower-grade ore. Higher labor costs in 2004 also contributed to the increase in total cash costs over 2003.

Amortization expense decreased by $59 million mainly due to the lower gold sales volumes, combined with the effect of reserve increases at the beginning of the year that lowered amortization rates and caused amortization expense to decrease in 2004 by $9 million.

Lagunas Norte, Peru

In 2004, the segment loss of $12 million represents expensed mine development costs prior to May 1, 2004 when the project achieved the criteria to classify mineralization as a reserve for US reporting purposes, together with $3 million of expensed mine start-up costs. In 2003, the segment loss of $29 million represented expensed mine development costs for a full year.

The project remains on schedule for its first gold pour in the third quarter of 2005. The first three full years of production at Lagunas Norte are now expected to average approximately 800,000 ounces of gold annually at total cash costs of about $155 per ounce. The project’s reserves increased by 2.0 million ounces, or 28%, to 9.1 million ounces at year-end 2004. Higher gold prices have allowed us to bring more ounces into production in the first three full years, but due to the lower ore grades associated with these ounces, our total cash costs per ounce have also increased. Highlights include:

>   The Lagunas Norte/Alto Chicama Legal Stability Agreement between Barrick and the Peruvian Government was executed in January 2005. This agreement will provide greater certainty over the foreign exchange and fiscal administrative regime for 15 years, including real estate taxes, custom duties, VAT and excise taxes.

>   Construction of the overall project was about 70% complete at the end of 2004, with about 4,000 workers on-site.

>   Construction costs of $182 million were spent in 2004, of which $40 million relates to the purchase of the mine fleet, main auxiliary mine equipment and other mine equipment.

>   Approval of the Environmental Impact Statement and principal construction permit was received in first quarter 2004.

>   Overliner material is being placed on the leach pad.

>   The power line was completed and energized in January 2005.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Veladero, Argentina

In 2004, the segment loss of $5 million represents expensed mine start-up costs. In 2003, the segment loss of $18 million represented expensed mine development costs prior to October 1, 2003 when the project achieved the criteria to classify mineralization as a reserve for US reporting purposes.

The project remains on schedule for its first gold pour in the fourth quarter of 2005. The first three full years of production at Veladero are now expected to average approximately 700,000 ounces of gold annually at total cash costs of about $200 1 per ounce. The project’s reserves increased by 1.7 million ounces, or 16%, to 12.8 million ounces at year-end 2004. Higher gold prices have allowed us to bring more ounces into production in the first three full years, but due to the lower ore grades associated with these ounces, our total cash costs per ounce have also increased. During 2004, we revised our construction capital estimate upwards to about $540 million from our previous estimate of $475 million due to a number of factors including: increases in prices for commodities, such as fuel, concrete and steel; exchange rate variations; higher labor costs; increased winter operations costs; and some preliminary changes to the scope of the project. Estimated future total cash costs are also being affected by similar cost pressures. We are evaluating a number of alternatives to control the cost increases, which may require some additional capital investment. Highlights include:

>   Construction costs of $284 million were spent in 2004 and the project is about 65% complete.

>   Internal mine road construction is complete.

>   Work on the truck shop facility was complete in December 2004.

>   Steel erection on the secondary crusher is progressing on schedule and the main crusher components have been installed. Construction of the other plant facilities is well advanced.

>   The assay lab was commissioned in fourth quarter 2004.

>   Construction of the valley-fill heap leach facility embankment began in 2004 and was complete in February 2005.

>   Pre-stripping activities have steadily improved in fourth quarter 2004 due to improvements in equipment availability, blasting techniques and the use of experienced shovel operators brought in to assist with mining activities and to train others.

Pascua-Lama, Chile/Argentina

In 2004, we made a decision to proceed with the development of the Pascua-Lama project in Chile/Argentina. The development is contingent on obtaining the necessary permits, approvals and fiscal regimes. Pascua-Lama is a large, low total cash cost, long-life asset that is expected to contribute to our production, cash flow and earnings for many years. We believe that few undeveloped gold deposits exist in the world that are of comparable size and quality to Pascua-Lama. Pascua-Lama is also expected to increase our leverage to silver. Furthermore, development of the Pascua-Lama project, combined with Veladero and the large associated land holdings with regional exploration potential, presents an opportunity to develop the area as one large gold district.

Annual production is estimated between 750,000-775,000 ounces of gold and about 30 million ounces of silver over the first ten years at estimated total cash costs of about $130–140 1 per ounce. The project’s gold reserves increased by 0.8 million ounces, or 5%, to 17.6 million ounces at year-end 2004. Pre-production construction costs are estimated at about $1.4–1.5 billion, excluding capitalized interest. A further $0.3 billion of capital is expected to be spent in the three years after production startup for a plant expansion and flotation circuit to increase capacity from 33,000 to 44,000 metric tons per day. The permitting phase of the Pascua-Lama project is expected to be completed by the end of 2005. An expected three-year construction phase will begin once permitting has been completed and other fiscal and taxation matters have been finalized, with production targeted to commence in 2009.


1.   Subject to exchange rate fluctuations and applicable export duties.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

In 2004, the segment loss of $4 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized, resulting in no segment income or loss. We incurred capital expenditures of $35 million in 2004.

Recent focus has been on community/government relations, permitting, protocol implementation and tax stability. A mining protocol for the project, which straddles the border of Chile and Argentina, was signed by both governments. The protocol provides the framework for resolving certain issues such as border crossings by personnel and materials. Environmental impact assessments were filed by the end of 2004 and approval is sought by the end of 2005.

Australia /Africa

Gold production in 2004 was slightly higher than plan mainly due to the mining of higher-grade ore at Kalgoorlie, partly offset by slightly lower production than plan at Plutonic and Bulyanhulu. Total cash costs per ounce were 3% higher than the upper end of the range of original guidance for the year mainly due to higher costs at Plutonic and Bulyanhulu. Changes in market currency exchange rates in 2004 did not significantly impact total cash costs per ounce because we mitigated this exposure through our currency hedge program.

In 2004, gold production was 1% higher than 2003 as higher production at Kalgoorlie and Bulyanhulu was partly offset by lower production at Plutonic. Total cash costs per ounce were 14% higher than 2003 mainly because of the processing of lower-grade ore at Plutonic, combined with the effect of increases in average Australian dollar currency hedge rates. The average rates of currency hedge contracts vary year on year, which impacts reported total cash costs per ounce. The average exchange rate of hedge contracts in 2004 was $0.58 compared to $0.55 in 2003, which caused total cash costs per ounce to increase slightly in 2004.

In 2005, production from the Australia/Africa region is expected to increase by 7% to about 1.4 million ounces, mainly due to the production start-up at Tulawaka in first quarter 2005. Total cash costs per ounce are expected to increase by 7% to about $257 per ounce, mainly due to a 5% increase in the average exchange rate of Australian currency hedge contracts designated for 2005, but the average exchange rate remains significantly better than current spot exchange rates.

Kalgoorlie (50% owned), Australia

Segment income increased by $10 million in 2004, mainly due to the combined effect of 12% higher gold sales volumes and 7% higher realized gold prices, partly offset by 11% higher total cash costs per ounce.

Production was higher than plan in 2004 due to better-than-expected ore grades and gold recovery rates. Total cash costs per ounce were at the low end of the range of the guidance for the year as better ore grades and recovery rates were partly offset by higher than expected maintenance costs. Gold production was consistent with 2003 as ore tons processed and ore grades were similar to 2003. Total cash costs per ounce were 11% higher than 2003 primarily due to higher maintenance and labor costs, higher fuel prices, and the year on year effect of average exchange rates of currency hedge contracts.

Plutonic, Australia

Segment income decreased by $6 million in 2004 as 4% lower gold sales volumes, combined with 16% higher total cash costs per ounce, were partly offset by 7% higher realized gold prices. Revenues were higher in 2004 as 7% higher realized gold prices were partly offset by 4% lower gold sales volumes.

Production in 2004 was slightly lower than plan and total cash costs per ounce were 14% higher than the upper end of the range of guidance for the year primarily due to the mining of greater quantities of lower-grade open-pit ore. Temporary problems with ground conditions restricted mining

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

of higher-grade ore in the Timor underground area for part of the year, and consequently the mine processed more open-pit ore than planned. Compared with 2003, gold production was 9% lower mainly due to a 12% decrease in ore tons processed. In 2003, ore tons processed were higher because a secondary mill was operating but this mill ceased operating in mid-2004. Total cash costs per ounce were 16% higher than 2003 mainly due to the combined effect of higher fuel, haulage and maintenance costs and the year on year effect of average rates of currency hedge contracts.

Bulyanhulu, Tanzania

Segment income was $6 million higher in 2004 as 14% higher gold sales volumes, combined with 7% higher realized gold prices, were partly offset by 15% higher total cash costs per ounce. Revenues were 24% higher in 2004 reflecting the higher gold sales volumes and realized gold prices.

Gold production in 2004 was slightly lower than plan and total cash costs per ounce were 9% higher than the upper end of the range of guidance for the year. Both production and total cash costs per ounce were impacted by higher ore dilution, which caused an 8% decline in the grade of ore processed compared with plan. Compared with 2003, gold production was 12% higher mainly due to a 15% increase in the tons of ore processed due to improved mill performance. Total cash costs per ounce were 15% higher than 2003 due to higher costs of mine site administration and underground maintenance, partly offset by higher copper byproduct credits due to higher market copper prices.

Cowal, Australia

In 2004, the segment loss of $1 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized, resulting in no segment income or loss.

The Cowal project in Australia is progressing well and production is expected to commence in first quarter 2006. The first full three years of production at Cowal are expected to be approximately 230,000 ounces of gold annually at total cash costs of about $2401per ounce. During 2004, we revised our construction capital estimate up to approximately $305 million due to factors including increases in commodity and consumable prices, and the very competitive construction labor market in Australia. Expected total cash costs per ounce are also being affected by similar cost pressures. Highlights include:

>   Capital expenditures were $73 million, slightly higher than plan as expenditures, originally expected to occur in 2006, were brought forward to 2005 to realize construction efficiencies.

>   The pipeline for water supply is complete.

>   Bulk excavation for the primary crusher is substantially complete.

>   Drilling of pit dewatering bores is complete and the design of additional bores for water supply is underway.

>   Purchase orders have been placed for major mining equipment items.

>   The construction contract for the electricity transmission line was awarded to a contractor. The contractor started construction on permitted sections in early 2005 and the timing of completion of the entire line is dependent upon receipt of the remaining permits.

>   Earthworks is progressing with the northern tailings facility 80% complete and the tailings return pipeline substantially complete.

>   The principal authorizations necessary for construction of Cowal have been obtained or are in process, with the additional required sectoral permits expected in due course.

Tulawaka (70% owned), Tanzania

In 2004, development costs were capitalized from January 1, 2004, when the project achieved the criteria to classify mineralization as a reserve for US reporting purposes, resulting in no segment income or loss. In 2003, all mine development costs were expensed as incurred.

The Tulawaka project is on schedule for its first gold pour in first quarter 2005. Our economic share under the terms of the joint venture of the


1.   Subject to exchange rate fluctuations.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

first full three years of production at Tulawaka is expected to average about 90,000 ounces of gold annually at total cash costs of approximately $180 per ounce. Highlights include:

>   Construction capital of $48 million (100% basis) was spent in 2004.

>   Earthworks and site preparation were near completion at the end of 2004.

Other Costs and Expenses

     
Exploration, Development and Business Development Expense
   
 
                         
For the years ended                  
December 31 ($ millions)   2004     2003     2002  
 
Exploration costs
                       
North America
  $ 30     $ 22     $ 16  
Australia/Africa
    40       22       15  
South America
    20       19       7  
Russia/Central Asia
    5       4       4  
Other countries
    1              
 
    96       67       42  
Mine development costs
                       
Veladero
          18       20  
Lagunas Norte
    9       29       29  
Other projects
    5       6       3  
 
    14       53       52  
Mine start-up costs
                       
Veladero
    5              
Lagunas Norte
    3              
Cowal
    1              
Pascua-Lama
    4              
 
    13              
 
Business development/other
    18       17       10  
 
 
  $ 141     $ 137     $ 104  
 

>   The mining contract has been awarded to an external contractor.
 
>   Process plant construction is well underway with the completion of power plant installation and commissioning, substantial completion of the SAG mill, concrete and structured steel installation and other site infrastructure buildings.
 
>   Plant handover is expected in first quarter 2005.

In 2004, we spent more than both plan and the prior year on our exploration program as part of our strategy to grow our reserves. Higher activity at Goldstrike, Eskay Creek and Round Mountain led to an increase in expenditures for North America. Higher activity in Tanzania, primarily at the Buzwagi project, led to the increase in Australia/Africa.

Development costs are expensed until mineralization is classified as proven and probable reserves for US reporting purposes. At Lagunas Norte, we expensed development costs until May 1, 2004, and at Veladero, we expensed development costs until October 1, 2003, which are the dates when the projects achieved the criteria to classify mineralization as a reserve for US reporting purposes.

In 2005, we expect to spend $150 million on exploration, development and business development. Our exploration expense reflects our planned funding of our various exploration projects. We may spend more or less on these projects depending on the results of ongoing exploration activities, and we may also fund further exploration projects in addition to the presently planned projects for 2005.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Other Income Statement Variances


                             
For the years ended December 31                          
($ millions, except per ounce                   %      
data and percentages)   2004     2003     change     Comments
 
Amortization
                           
Absolute amount
  $ 452     $ 522       (13 )%   11% lower sales volumes, combined with lower amortization
 
                          rates per ounce. For 2005, amortization expense will reflect
 
                          an expected 8–10% increase in gold sales volumes and a
 
                          further expected decline in rates per ounce.
Per ounce (dollars)1
    86       90       (4 )%   Reserve increases effective January 1, 2004 caused rates per
 
                          ounce to decrease. For 2005, rates per ounce are expected to
 
                          decrease to between $80 and $85 due to reserve additions at
 
                          the end of 2004 and the effect of an impairment charge recorded
 
                          at Eskay Creek in 2004.
Administration
    71       73       (3 )%   Severance costs of $9 million were incurred in 2003. Higher
 
                          regulatory compliance costs impacted 2004. Costs in 2005 will
 
                          increase due to the expensing of stock options in the second half
 
                          of the year, which is estimated to add about $15 million to costs.
Interest income
    25       31       (19 )%   The decrease in 2004 is due to lower average cash balances
 
                          in 2004 compared to 2003. In 2005, interest income is expected
 
                          to increase due to higher expected average cash balances.
Interest costs
                           
Incurred
    60       49       22 %   The impact of new financings in second half of 2004 caused
 
                          an increase over 2003. Interest incurred is expected to increase
 
                          to between $115 to $120 million in 2005 due to new financing
 
                          put in place in 2004.
Capitalized
    (41 )     (5 )     720 %   Higher amounts were capitalized at development projects due
 
                          to construction costs capitalized in 2004, and capitalization at
 
                          Pascua-Lama from July 1, 2004. In 2005, we expect to capitalize
 
                          about $103 million at our development projects.
Expensed
    19       44       (57 )%    
 


1. For an explanation of the use of non-GAAP performance measures, refer to pages 67 to 70 of Management’s Discussion and Analysis.

Other (Income) Expense


                     
For the years ended December 31                
($ millions)   2004     2003     Comments
 
Non-hedge derivative gains
  $ (5 )   $ (71 )   Gains in 2003 included $32 million on gold lease rate swaps
 
                  (2004 – $16 million); and $18 million on currency hedge
 
                  contracts that became ineffective for hedge accounting purposes.
Impairment charge
                   
Eskay Creek
    58           See page 64.
Peruvian exploration properties
    67           See page 64.
Gains on asset sales
    (34 )     (34 )    
Environmental remediation costs
    43       55      
Litigation costs
          16     Costs in 2003 relate to the settlement of the Inmet litigation.
(Gains) losses
    (1 )     7     Losses in 2003 mainly related to investments under
on investments
                  a deferred compensation plan.
Other items
    30       23      
 
  $ 158     $ (4 )    
 

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Income Taxes


                                                 
For the years ended December 31            
($ millions, except percentages)   2004     2003  
                    Income tax                     Income tax  
Effective income tax rates on   Pre-tax     Effective     expense     Pre-tax     Effective     expense  
elements of income   income     tax rate     (recovery)     income     tax rate     (recovery)  
 
Net income excluding elements below
  $ 118       28 %   $ 33     $ 116       20 %   $ 23  
Deliveries into gold sales contracts1
    (89 )                                  
Non-hedge derivative gains (losses)
    (5 )     (80 %)     (4 )     71       15 %     11  
Other items
    21       30 %     6       35       34 %     12  
 
    45       78 %     35       222       21 %     46  
Tax only items:
                                               
Change in Australian tax status
          (180 %)     (81 )                  
Outcome of tax uncertainties
          (313 %)     (141 )                  
Release of deferred tax valuation allowances recorded in prior years
          (11 %)     (5 )           (17 %)     (36 )
Other items
          (25 %)     (11 )           (2 %)     (5 )
 
  $ 45       (451 %)   $ (203 )   $ 222       2 %   $ 5  
 


1. Impact of deliveries in a low tax-rate jurisdiction at contract prices below prevailing market prices.

Our income tax expense or recovery is a function of an underlying effective tax rate applied to income plus the effect of other items that we track separately. The underlying effective rate increased to 28% in 2004 reflecting the higher market gold price environment, with an average market gold price of $409 per ounce. In 2005, we expect our underlying effective tax rate to decrease to about 22% due to a change in the geographic mix of gold production and therefore taxable income by jurisdiction. As gold prices increase, this underlying tax rate also increases, reaching a high of about 25% with market gold prices at or above $475 per ounce. The underlying rate excludes deferred tax credits from changes in valuation allowances; taxes on non-hedge derivative gains and losses; and the impact of deliveries into gold sales contracts in a low tax rate jurisdiction. Deliveries into gold sales contracts in a low tax rate jurisdiction can distort the overall effective tax rate if market gold prices differ from the contract prices, but do not affect the absolute amount of income tax expense.

We record deferred tax charges or credits if changes in facts or circumstances affect the estimated tax basis of assets and therefore the amount of deferred tax assets or liabilities or because of changes in valuation allowances reflecting changing expectations in our ability to realize deferred tax assets. In 2004, we recorded a credit of $141 million on final resolution of a Peruvian tax assessment in our favor. We also recorded credits of $81 million due to a change in tax status in Australia following an election that resulted in a revaluation of assets for tax purposes; and also an election to file tax returns from 2004 onwards in US dollars, rather than Australian dollars. As well, $5 million of valuation allowance was released in Australia in 2004.

The interpretation of tax regulations and legislation and their application to our business is complex and subject to change. We have significant amounts of deferred tax assets, including tax loss carry forwards, and also deferred tax liabilities. Potential changes to any of these amounts, as well as our ability to realize deferred tax assets, could significantly affect net income or cash flow in future periods. For more information on tax valuation allowances, see page 66.

47

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Cash Flow

Cash Flow Components

(BAR CHART)

Operating Activities

Operating cash flow decreased by $13 million in 2004 to $506 million. The key factors that contributed to the year over year decrease are summarized in the table below.

Key Factors Affecting Operating Cash Flow


                             
For the years ended December 31                   Impact on      
($ millions, except                   operating      
per ounce data)   2004     2003     cash flow     Comments
 
Gold sales volumes (’000s oz)
    4,936       5,554     $ (109 )    
Realized gold prices ($/oz)
  $ 391     $ 366       123      
Total cash costs ($/oz)1
    212       189       (114 )    
Sub-total
                    (100 )   Refer to pages 36 to 38 for explanations of changes
 
                          in gold production and sales.
Income tax payments
    45       111       66     Payments in 2005 are expected to be similar to 2004.
Non-cash working capital
    141       34       (107 )   Increases in inventory primarily reflect supplies required to support construction at development projects. Inventory is expected to increase again in 2005 at development projects reflecting higher ore in process and in stockpiles. Tax recoverable increased in 2004 for goods and services tax on supplies and material used in construction at development projects. Amounts are expected to be recovered after production begins.
Cost of Inmet settlement
          86       86     Settlement reached in 2003.
Interest expense
    19       44       25     Increase in amounts capitalized to development
 
                          projects in 2004.
Effect of other factors
                    17      
Total
                  $ (13 )    
 


1. Total cash costs per ounce is a non-GAAP performance measure. For more information, see pages 67 to 70.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Investing Activities


                                     
For the years                            
ended December 31                            
($ millions)   2005E     2004     2003     $ change     Comments
 
Growth capital expenditures 1
                                   
Veladero
  $ 208     $ 284     $ 68     $ 216     Full year of construction activity in 2004.
Lagunas Norte
    147       182       4       178     Construction started in Q2, 2004.
Tulawaka
    3       48       1       47     Construction started in Q1, 2004.
Cowal
    268       73       24       49     Construction started in Q1, 2004.
Pascua-Lama
    93       35       9       26     Increased development activity and
 
                                  capitalization of interest from Q3, 2004.
Nevada Power Plant
    84       18             18     Construction started in Q4, 2004.
East Archimedes
    43                       Construction expected to start in 2005.
Sub-total
    846       640       106       534      
Sustaining capital expenditures
                                   
North America
            86       80       6      
Australia/Africa
            83       115       (32 )   2003 was higher due to a transition to
 
                                  owner mining at Plutonic that resulted in
 
                                  equipment purchases.
South America
            8       17       (9 )    
Other
            7       4       3      
Sub-total
    245       184       216       (32 )   The increase in 2005 mainly reflects capital planned for 2004 at Goldstrike that was deferred into 2005, and sustaining capital at Lagunas Norte after production begins.
 
Total
  $ 1,091     $ 824     $ 322     $ 502      
 


1. Includes construction costs and capitalized interest.

We plan to fund the expected capital expenditures for 2005 from a combination of our $1,398 million cash position at the end of 2004, and operating cash flow that we expect to generate in 2005.

Financing Activities

The most significant financing cash flows in 2004 were $974 million on issue of new long-term debt obligations, $49 million received on the exercise of employee stock options, dividend payments totaling $118 million, and $95 million spent repurchasing 4 million common shares under our share buyback program. We also made scheduled payments under our long-term debt obligations totaling $41 million in 2004.

Overview of 2003 Versus 2002

Earnings

Earnings in 2003 were slightly higher than in 2002. We benefited from higher spot gold prices, which enabled us to realize a $27 per ounce higher selling price for our gold production (an increase in revenue of $150 million in comparison to 2002). In a higher spot gold price environment, we pay higher royalties, production taxes and income taxes. Royalties and production taxes increased by $5 per ounce, or $23 million, over the prior year, and our underlying effective income tax rate increased from 3% in 2002 to 20% in 2003, or an increase of $38 million.

49

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

As a result of the closure of five mines in 2002 on depletion of their reserves, we produced and sold 3% fewer ounces in 2003 compared to the prior year. These five closed mines generated a profit contribution, before tax, of $42 million in 2002.

Excluding the closed mines, cash operating costs per ounce excluding royalties and production taxes were $7 per ounce higher in 2003, mainly due to higher costs at Goldstrike Open Pit and Bulyanhulu, which added $39 million to our cash operating costs.

We invested $33 million more in exploration, mine development and business development in 2003 compared to 2002. Development costs are expensed until mineralization is classified as proven and probable reserves for US reporting purposes. In 2003, we expensed $53 million of development costs, mainly at Veladero and Lagunas Norte, compared with $52 million in 2002. A $25 million increase in exploration costs to $67 million accounts for most of the increase in exploration, development and business development expense year over year.

Earnings in both 2003 and 2002 included various items that significantly impacted the comparability of our results year on year. In 2003, the major items included gains of $71 million on non-hedge derivatives and gains totaling $34 million on the sale of various assets, offset by a $19 million higher charge for reclamation and closure costs following a change in accounting policy for these types of costs.

We recorded tax credits of $62 million in 2003. We released valuation allowances totaling $15 million in Argentina following the decision to begin construction at Veladero and the classification of mineralization there as a proven and probable reserve, $16 million in Australia due to higher levels of taxable income in a higher gold price environment, and $21 million in North America following a corporate reorganization. In 2002, we recorded a credit of $22 million due to the outcome of various tax uncertainties. These credits were offset by valuation allowances against unrecognized tax losses.

Cash Flow

We generated $69 million less operating cash flow in 2003 compared to 2002. Excluding the $86 million settlement of the Inmet litigation, our operating cash flow would have been $17 million higher in 2003 than 2002. Higher realized gold selling prices in 2003 were partly offset by higher total cash costs per ounce and higher payments of income taxes.

Both our cash expenditures for investing and financing activities increased in 2003 compared to 2002. In part, this was a result of increased capital spending with the construction start up at Veladero, as well as $154 million spent on our share buyback program.

Balance Sheet

Key Balance Sheet Ratios


                 
Year ended December 31   2004     2003  
 
Non-cash working capital ($ millions)1
  $ 141     $ 34  
Net debt (cash) ($ millions)2
  $ 288     $ (210 )
Net debt:equity ratio3
    0.08:1       (0.06:1 )
Current ratio4
    4.68:1       3.75:1  
 


1. Represents current assets, excluding cash and equivalents, less current liabilities.
 
2. Represents long-term debt less cash and equivalents.
 
3. Represents net debt divided by shareholders’ equity.
 
4. Represents current assets divided by current liabilities.

We regularly review our capital structure with an overall goal of lowering our cost of capital, while preserving the balance sheet strength and flexibility that is important due to the cyclical nature of commodity markets, and ensuring that we have access to cash for strategic purposes. Following a review of our capital structure during 2003, we concluded that a share buyback program was consistent with

50

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

this goal. In 2004, we repurchased 4 million shares at a total cost of $95 million which was in addition to repurchasing 9 million shares at a total cost of $154 million in 2003. The combined impact of new financing secured in 2004 to fund our development projects, and activity under the share buyback program in 2004, caused an increase in our net debt:equity ratio at the end of 2004.

Non-cash working capital increased in 2004 mainly due to a build-up of supplies inventory at our development projects to support normal operating activities, combined with an increase in tax recoverable that relates to goods and services taxes on various elements of mine construction costs that will be recoverable after production begins.

Our net cash position at the end of 2003 changed to net debt at the end of 2004 mainly because our investment in capital expenditures in 2004 exceeded operating cash flow.

Shareholders’ Equity

Outstanding Share Data

As at February 9, 2005, 532.9 million of our common shares, one special voting share and 1.4 million Exchangeable Shares not owned by Barrick (exchangeable into 0.7 million of our common shares) were issued and outstanding. As at February 9, 2005, options to purchase 24.1 million common shares were outstanding under our option plans, as well as options to purchase 1.3 million common shares under certain option plans inherited by us in connection with prior acquisitions. For further information regarding the outstanding shares and stock options, please refer to the Financial Statements and our 2005 Management Information Circular and Proxy Statement.

Dividend Policy

In each of the last three years, we paid a total cash dividend of $0.22 per share – $0.11 in mid-June and $0.11 in mid-December. The amount and timing of any dividends is within the discretion of our Board of Directors. The Board of Directors reviews the dividend policy semi-annually based on the cash requirements of our operating assets, exploration and development activities, as well as potential acquisitions, combined with our current and projected financial position.

Comprehensive Income

Comprehensive income consists of net income or loss, together with certain other economic gains and losses that collectively are described as “other comprehensive income”, and excluded from the income statement.

In 2004, the other comprehensive loss of $15 million mainly included gains of $147 million on hedge contracts designated for future periods caused primarily by changes in currency exchange rates and fuel prices; offset by reclassification adjustments totaling $132 million for gains on hedge contracts designated for 2004 that were transferred to earnings in 2004; and a $32 million decrease in the fair value of investments.

Included in other comprehensive income at December 31, 2004 were unrealized pre-tax gains on currency hedge contracts totaling $321 million, based on December 31, 2004 market foreign exchange rates. The related hedge contracts are designated against operating costs and capital expenditures primarily over the next three years, and are expected to help protect against the impact of strengthening of the Australian and Canadian dollar against the US dollar. The hedge gains are expected to be recorded in earnings at the same time as the corresponding hedged operating costs and amortization of capital expenditures are also recorded in earnings.

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Quarterly Information

                                                                 
($ millions,   2004     2003  
except where indicated)   Q4     Q3     Q2     Q1     Q4     Q3     Q2     Q1  
 
Gold production (’000s oz)
    1,169       1,232       1,279       1,278       1,301       1,479       1,467       1,263  
Gold sales (’000s oz)
    1,200       1,267       1,222       1,247       1,362       1,505       1,395       1,292  
Gold sales
  $ 501     $ 500     $ 454     $ 477     $ 536     $ 549     $ 491     $ 459  
Income (loss) before taxes
    (47 )     37       15       40       73       57       44       48  
Income tax recovery (expense)
    203       (5 )     19       (14 )     4       (22 )     15       (2 )
Net income
    156       32       34       26       77       35       59       29  
Net income per share – basic (dollars)
    0.30       0.06       0.06       0.05       0.14       0.07       0.11       0.05  
Per ounce statistics (dollars)
                                                               
Average spot gold price
    434       401       393       408       392       364       347       352  
Average realized gold price
    417       395       372       382       394       365       352       355  
Total cash costs per ounce1
    221       218       209       199       199       180       185       194  
Cash inflow (outflow) from
                                                               
Operating activities
    120       152       108       126       140       187       62       130  
Investing activities
    (242 )     (219 )     (194 )     (164 )     (156 )     (58 )     (59 )     (61 )
Financing activities
    742       154       (73 )     (82 )     (54 )     (83 )     (130 )     1  
 


1.  For an explanation of the use of non-GAAP performance measures, refer to pages 67 to 70.

Our financial results for the last eight quarters reflect the following general trends: rising spot gold prices with a corresponding rise in prices realized from gold sales; and declining gold production, sales volumes, and rising total cash costs per ounce as a number of our mines were processing lower grade ore. These historic trends are discussed elsewhere in this MD&A. The quarterly trends are consistent with explanations for annual trends over the last two years. Beginning in the second half of 2005, we expect that the historic trend in gold production, sales volumes, and total cash costs per ounce will reverse as our lower cost mines in development begin production. Net income in each quarter also reflects the timing of various special items that are presented in the table on page 36.

Fourth Quarter Results

Revenue for fourth quarter 2004 was $501 million on gold sales of 1.2 million ounces, compared to $536 million in revenue on gold sales of 1.36 million ounces for the prior-year quarter. During the quarter, spot gold prices averaged $434 per ounce. We realized an average price of $417 per ounce during the quarter compared to $394 per ounce in the prior-year quarter.

For the quarter, we produced 1.17 million ounces at total cash costs of $221 per ounce compared to 1.30 million ounces at total cash costs of $199 per ounce in the prior-year quarter.

Earnings for fourth quarter 2004 were $156 million ($0.29 per share) as compared to earnings of $77 million ($0.14 per share) in the prior-year quarter. This increase in earnings over the prior-year quarter reflects a $23 per ounce higher realized gold price, a $141 million tax recovery on final resolution of the Peruvian tax assessment and a $48 million deferred tax credit due to a change in tax status in Australia. These increases were partly offset by higher total cash costs, and an impairment charge for certain long-lived assets of $131 million pre-tax.

52

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Effect on earnings increase (decrease)


                                 
Three months ended December 31   2004     2003  
($ millions)   Pre-tax     Post-tax     Pre-tax     Post-tax  
 
Non-hedge derivative gains
  $ 6     $ 6     $ 46     $ 37  
Gains on asset sales
    29       24       5       3  
Litigation costs
                (16 )     (11 )
Impairment charges on long-lived assets
    (131 )     (91 )     (5 )     (3 )
Impairment charges on investments
    (4 )     (4 )     (4 )     (4 )
Change in asset retirement obligation estimates
    (19 )     (15 )     (6 )     (6 )
Resolution of Peruvian tax assessment
                               
Outcome of tax uncertainties
          141              
Reversal of other accrued costs
    21       15              
Deferred tax credits
                               
Change in Australian tax status
          48              
Other
                      41  
Total
  $ (98 )   $ 124     $ 20     $ 57  
 

In the quarter, we generated operating cash flow of $120 million as compared to operating cash flow of $134 million in the prior-year period. Lower operating cash flow in the quarter primarily relates to the combined effect of lower gold sales volumes and higher total cash costs per ounce, partly offset by higher realized gold prices.

Off-Balance Sheet Arrangements

Gold Sales Contracts

We have historically used gold sales contracts as a means of selling a portion of our annual gold production. The contracting parties are bullion-banking counterparties whose business includes entering into contracts to purchase gold from gold mining companies. Since 2001, we have been focusing on reducing the level of outstanding gold sales contracts. In 2004, spot market sales made up the majority of our consolidated gold sales.

Allocation of Gold Sales Contracts to Support
Pascua-Lama Financing and Construction

In July 2004, we announced a decision to proceed with the Pascua-Lama project (“Pascua-Lama”) subject to receiving required permits and clarification of the applicable fiscal regimes from the governments of Argentina and Chile.

We currently expect to put in place third-party financing for up to $750 million of the expected $1.4—$1.5 billion initial construction cost of Pascua-Lama. In anticipation of building Pascua-Lama and in support of any related financing, we allocated 6.5 million ounces of existing fixed-price gold sales contracts specifically to Pascua-Lama (the “Pascua-Lama Gold Sales Contracts”) in fourth quarter 2004. The allocation of these contracts will help reduce gold price risk at Pascua-Lama and will help secure the financing for its construction. We expect the allocation of these contracts to eliminate any requirement by lenders to add any incremental gold sales contracts in the future to support the financing of Pascua-Lama.

53

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

     
Key Aspects of Pascua-Lama Gold Sales Contracts
(as of December 31, 2004)
Expected delivery dates.1
  2009–2017, the term of the expected financing.
Future estimated average realizable selling price.
  $372/oz.2
Mark-to-market value at December 31, 2004.
  ($966) million.3
 


1.   The contract termination dates are 2014–2017 in most cases, but we expect to deliver Pascua-Lama production against these contracts starting in 2009.
 
2.   Upon delivery of production from 2009–2017, the term of expected financing. Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%.
 
3.   At a spot gold price of $436 per ounce and market interest rates.

The allocation of 6.5 million ounces of gold sales contracts to Pascua-Lama involves: i) the identification of contracts, in quantities, and for terms that mitigate gold price risk for Pascua-Lama during the term of the expected financing (contracts were chosen where the existing termination dates are spread between 2009, the targeted first year of production, and 2017, the expected retirement of financing for the project); ii) the segregation of these contracts from the remaining non-Pascua-Lama gold sales contracts (the “Corporate Gold Sales contracts”); iii) the eventual settlement of proceeds from these contracts for the benefit of Pascua-Lama production.

Barrick will continue to guarantee the Pascua-Lama Gold Sales Contracts, and the remaining Corporate Gold Sales Contracts. The Barrick guarantee is a critical component in allocating long-term contracts with termination dates out to 2009–2017 to support the future Pascua-Lama financing.

Through allocation of these gold sales contracts to Pascua-Lama, we significantly reduce capital risk. It protects the gold price during the term of the forecasted financing, while leaving the remaining reserves fully levered to spot gold prices. The contracts represent just over 35% of the 17.6 million ounces of gold reserves at Pascua-Lama, and do not impact any of the 643 million ounces of silver contained in gold reserves at Pascua-Lama.

These Pascua-Lama Gold Sales Contracts, while allocated to Pascua production, retain all the benefits of our gold sales Master Trading Agreements (MTAs) and are not subject to margining, downgrade or unilateral and discretionary “right to break” provisions. Furthermore, as part of our MTAs, these Pascua-Lama Gold Sales Contracts are not subject to any provisions regarding any final go-ahead decisions with Pascua-Lama construction, or any possible delay or change in the Pascua-Lama project.

Corporate Gold Sales Contracts

In addition to the gold sales contracts allocated against Pascua-Lama, we have Corporate Gold Sales Contracts, which at December 31, 2004 totaled 7.0 million ounces of fixed-price gold sales contracts. This represents slightly over one year of expected future gold production and approximately 10% of our proven and probable reserves, excluding Pascua-Lama.

54

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

     
Key Aspects of Corporate Gold Sales Contracts
(as of December 31, 2004)
Current termination date of contracts.
  2014 in most cases.
Average estimated realizable selling price in 2014.
  $426/oz.1
Mark-to-market value at December 31, 2004.
  ($949) million.2
 


1.   Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%. Accelerating gold deliveries would likely lead to reduced contango that would otherwise have built up over time. Barrick may choose to settle any gold sales contract in advance of this termination date at any time, at its discretion. Historically, delivery has occurred in advance of the contractual termination date.
 
2.   At a spot gold price of $436 per ounce, and market interest rates.

We have an obligation to deliver gold by the termination date (currently 2014 in most cases). However, because we typically fix the price of gold under our gold sales contracts to a date that is earlier than the termination date of the contract (referred to as the “interim price-setting date”), the actual realized price on the contract termination date depends upon the actual gold market forward premium (“contango”) between the interim price-setting date and the termination date. Therefore, the $426/oz price estimate could change over time due to a number of factors, including but not limited to: US dollar interest rates, gold lease rates, spot gold prices, and extensions of the termination date. This price, which is an average for the total Corporate Gold Sales Contract position, is not necessarily representative of the prices that may be realized each quarter for actual deliveries into gold sales contracts, in particular if we choose to settle any gold sales contract in advance of the termination date (which we have the right to do at our discretion). If we chose to accelerate gold deliveries, this would likely lead to reduced contango that would otherwise have built up over time (and therefore a lower realized price).

The gold market forward premium, or contango, is typically closely correlated with the difference between US dollar interest rates and gold lease rates. An increase or decrease in US dollar interest rates would generally lead to a corresponding increase or decrease in contango, and therefore an increase or decrease in the estimated future price of the contract at the termination date. Furthermore, the greater the time period between the interim price-setting date and the termination date, the greater the sensitivity of the final realized price to US dollar interest rates.

A short-term spike in gold lease rates would not have a material negative impact on us because we are not significantly exposed under our fixed-price gold sales contracts to short-term gold lease rate variations. A prolonged rise in gold lease rates could result in lower contango (or negative contango, i.e. “backwardation”). Gold lease rates have historically tended to be low, and any spikes short-lived, because of the large amount of gold available for lending relative to demand.

In addition to the Corporate Gold Sales Contracts, we also have floating spot-price gold sales contracts under which we are committed to deliver 0.5 million ounces of gold over the next ten years at spot prices, less an average fixed-price adjustment of $52 per ounce. These floating spot-price contracts were previously fixed-price contracts, for which, under the price-setting mechanisms of the MTAs, we elected to receive a price based on the market gold spot price at the time of delivery adjusted by the difference between the spot price and the contract price at the time of such election.

55

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

         
Fixed-price Silver Sales Contracts
(as of December 31, 2004)
Millions of silver ounces
  12.4  
Current termination date of silver sales contracts
  2014 in most cases.
Average estimated realizable selling price at 2014 termination date
  $8.50/oz.1
Mark-to-market value at December 31, 2004
  ($14) million.2
 


1.   Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%. Accelerating silver deliveries could potentially lead to reduced contango that would otherwise have built up over time. Barrick may choose to settle any silver sales contract in advance of this termination date at any time, at its discretion. Historically, delivery has occurred in advance of the contractual termination date.
 
2.   At a spot silver price of $6.82 per ounce.

We also have floating spot-price silver sales contracts under which we are committed to deliver 12 million ounces of silver over the next ten years at spot prices, less an average fixed-price adjustment of $0.96 per ounce. These floating spot-price contracts were previously fixed-price contracts, for which, under the price-setting mechanisms of the MTAs, we elected to receive a price based on the market silver spot price at the time of delivery adjusted by the difference between the spot price and the contract price at the time of such election.

Key terms of Gold and Silver Sales Contracts

In all of our MTAs, which govern the terms of gold and silver sales contracts with our 19 counterparties, the following applies:

The counterparties do not have unilateral and discretionary “right to break” provisions.
 
There are no credit downgrade provisions.
 
We are not subject to any margin calls – regardless of the price of gold or silver.
 
We have the right to settle our gold and silver sales contracts on two days notice at any time during the life of the contracts, or keep these forward gold and silver sales contracts outstanding for up to 15 years.
 
At our option, we can sell gold or silver at the market price or the contract price, whichever is higher, up to the termination date of the contracts (currently 2014 in most cases).

The MTAs with our counterparties do provide for early close out of certain transactions in the event of a material adverse change in our ability or that of our principal hedging subsidiary’s ability to perform our or its gold and silver delivery and other obligations under the trading agreements and related parent guarantees or a lack of gold or silver market, and for customary events of default such as covenant breaches, insolvency or bankruptcy. The principal financial covenants are:

We must maintain a minimum consolidated net worth of at least $2 billion; currently, it is $3.6 billion. The MTAs exclude unrealized mark-to-market valuations in the calculation of consolidated net worth.
 
We must maintain a maximum long-term debt to consolidated net worth ratio of 2:1; currently it is 0.51:1.

In most cases, under the terms of the MTAs, the period over which we are required to deliver gold is extended annually by one year, or kept “evergreen”, regardless of the intended delivery dates, unless otherwise notified by the counterparty. This means that, with each year that passes, the termination date of most MTAs is extended into the future by one year.

56

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

As spot gold prices increase or decrease, the value of our gold mineral reserves and amount of potential operating cash inflows generally increases or decreases. The unrealized mark-to-market loss on our fixed-price forward gold sales contracts also increases or decreases. The mark-to-market value represents the cancellation value of these contracts based on current market levels, and does not represent an immediate economic obligation for payment by us. Our obligations under the gold forward sales contracts are to deliver an agreed upon quantity of gold at a contracted price by the termination date of the contracts (currently 2014 in most cases). Gold sales contracts are not recorded on our balance sheet. The economic impact of these contracts is reflected in our Financial Statements within gold sales based on selling prices under the contracts at the time we record revenue from the physical delivery of gold and silver under the contracts.

Change in the Fair Value of Gold and Silver Sales Contracts

 
($ millions)   Gold1     Silver  
 
Unrealized loss at January 1, 2004
  $ 1,725     $ 20  
Impact of change in spot price2
    288       11  
Contango earned in the period
    (119 )     (1 )
Impact of change in valuation inputs3
    136       2  
Mark-to-market impact of deliveries into contracts
    (89 )     (6 )
Unrealized loss at December 31, 2004
  $ 1,941     $ 26  
 
                 

1. Includes both the Pascua-Lama Gold Sales Contracts and the Corporate Gold Sales Contracts.
 
2. From $415 per ounce to $436 per ounce for gold, and $5.92 per ounce to $6.82 per ounce for silver.
 
3. Other than spot metal prices (i.e. interest rates and gold and silver lease rates).

Fair Value of Derivative Positions

 
At December 31, 2004   Unrealized  
($ millions)   Gain/(Loss)  
 
Corporate Gold Sales Contracts
  $ (949 )
Pascua-Lama Gold Sales Contracts
    (966 )
Floating Spot-Price Gold Sales Contracts
    (26 )
Silver Sales Contracts
    (14 )
Floating Spot-Price Silver Sales Contracts
    (12 )
Foreign currency contracts
    298  
Interest rate contracts
    45  
Fuel contracts
    4  
 
  $ (1,620 )
 
         

Liquidity

Liquidity Management

Liquidity is managed dynamically, and factors that could impact liquidity are regularly monitored. The primary factors that affect liquidity include gold production levels, realized gold sales prices, cash production costs, future capital expenditure requirements, scheduled repayments of long-term debt obligations, our credit capacity and expected future debt market conditions. Working capital requirements have not historically had a material effect on liquidity. Counterparties to the financial instruments and gold sales contracts that we hold do not have unilateral and discretionary rights to accelerate settlement of financial instruments or gold sales contracts, and we are not subject to any margin calls.

We consider our liquidity profile to be sound, as there are no reasonably foreseeable trends, demands, commitments, events or circumstances expected to prevent us from funding the capital needed to implement our strategy.

57

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

                         
Capital Resources1                        
 
($ millions)   2004     2003     2002  
 
Opening capital resource
  $ 1,970     $ 2,044     $ 1,733  
New sources
                       
Operating cash flow
    506       519       588  
New financing facilities 2
    1,056              
 
    3,532       2,563       2,321  
Allocations
                       
Growth capital3
    (640 )     (106 )     (29 )
Sustaining capital4
    (184 )     (216 )     (199 )
Dividends/share buyback
    (213 )     (272 )     (119 )
Other
    (19 )     1       70  
Closing capital resources
  $ 2,476     $ 1,970     $ 2,044  
Components of closing capital resources
                       
Cash and equivalents
  $ 1,398     $ 970     $ 1,044  
Unutilized credit facilities
    1,078       1,000       1,000  
Total
  $ 2,476     $ 1,970     $ 2,044  
 


1. Capital resources include cash balances and sources of financing that have been arranged but not utilized.
 
2. Includes the $250 million Veladero financing, $750 million bond offering, and $56 million lease facility for Lagunas Norte.
 
3. Growth capital represents capital invested in new projects to bring new mines into production.
 
4. Sustaining capital represents capital required at existing mining operations.

Credit rating


Credit ratings at December 31, 2004,
from major rating agencies

     
Standard and Poor’s
  A
Moody’s
  Baa1
DBRS
  A
 

Our ability to access unsecured debt markets and the related cost of debt financing is, in part, dependent upon maintaining an acceptable credit rating. A deterioration in our credit rating would not adversely affect existing debt securities or the terms of gold sales contracts, but could impact funding costs for any new debt financing. The key factors that are important to our credit rating include the following: our market capitalization; the strength of our balance sheet, including the amount of net debt and our debt-to-equity ratio; our net cash flow, including cash generated by operating activities and expected capital expenditure requirements; the quantity of our gold reserves; and our geo-political risk profile.

Contractual Obligations and Commitments

                                                         
    Payments due        
At December 31, 2004                                           2010 and        
($ millions)   2005     2006     2007     2008     2009     thereafter     Total  
 
Contractual obligations Long-term debt (1)
  $ 31     $ 58     $ 580     $ 72     $ 17     $ 903     $ 1,661  
Asset retirement obligations (2)
    35       28       19       42       35       208       367  
Capital leasesA
    12       15       12       11       11             61  
Operating leases
    16       16       16       17       5       6       76  
Post-retirement benefits
    16       15       16       16       16       89       168  
Other post-retirement benefits
    2       2       2       2       2       9       19  
Royalty arrangements (3)
    61       66       66       67       67       510       837  
Purchase obligations for supplies and consumables
    11       3       1       1                   16  
Power contracts (4)
    6       5       1       5       2             19  
Capital commitments (5)
    314       8                               322  
Total
    504       216       713       233       155       1,725       3,546  
 


A. Includes the $56 million build to suit lease facility.

58

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Contractual Obligations and Commitments

(1) Long-term debt

Our debt obligations do not include any subjective acceleration clauses or other clauses that enable the holder of the debt to call for early repayment, except in the event that we breach any of the terms and conditions of the debt or for other customary events of default. The Bulyanhulu and Veladero project financings are secured by assets at the Bulyanhulu Mine and Veladero project respectively. Other than this security, we are not required to post any collateral under any debt obligations. The terms of our debt obligations would not be affected by a deterioration in our credit rating.

(2) Asset retirement obligations

Amounts presented in the table represent the discounted future payments for the expected cost of asset retirement obligations.

(3) Royalties

Virtually all of the royalty arrangements give rise to obligations as we produce gold. In the event that we do not produce gold at our mining properties, we have no payment obligation to the royalty holders. The amounts disclosed are based on expected future gold production, using a $425 gold price assumption. The most significant royalty agreements are disclosed in note 5 to our Financial Statements.

(4) Power contracts

We enter into contracts to purchase power at each of our operating mines. These contracts provide for fixed prices, which, in certain circumstances, are adjusted for inflation. Some agreements obligate us to purchase fixed quantities per hour, seven days a week, while others are based on a percentage of actual consumption. These contracts extend through various dates in 2005 to 2009.

In addition to the purchase obligations set out in the table, we purchase about 1 billion kilowatt-hours annually at market rates. Under the terms of the Goldstrike Power contract, we purchase power based on actual consumption; this contract has an exit fee that we will pay when we commence commercial operation of our Nevada Power Plant and leave the utility.

(5) Capital commitments

Purchase obligations for capital expenditures include only those items where binding commitments have been entered into. Commitments at the end of 2004 mainly related to construction at our development projects and also the power plant in Nevada.

Capital expenditures not yet committed

We expect to incur about $2.5 billion to complete the development/construction of our present development projects over the next five years (Veladero, Lagunas Norte, Tulawaka, Cowal, Pascua-Lama and East Archimedes) and the Nevada Power Plant, as well as an average of approximately $175 million per year in sustaining capital at our producing mines over the same time period. A total of $322 million of these amounts had been committed at the end of 2004, with the remainder not yet committed.

Payments to maintain land tenure and mineral property rights

In the normal course of business, we are required to make annual payments to maintain title to certain of our properties and to maintain our rights to mine gold at certain of our properties. If we choose to abandon a property or discontinue mining operations, the payments relating to that property can be suspended, resulting in our rights to the property lapsing. The validity of mining claims can be uncertain and may be contested. Although we have attempted to acquire satisfactory title to our properties, some risk exists that some titles, particularly title to undeveloped properties, may be defective.

Contingencies – Litigation

We are currently subject to various litigation as disclosed in note 23 to the Financial Statements, and we may be involved in disputes with other parties in the future that may result in litigation. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our financial condition, cash flow and results of operations.

59

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Canadian Supplement

In note 25 to our Financial Statements we have provided a reconciliation between Canadian and US GAAP, including a description of the significant measurement differences affecting our balance sheet, income statement and statement of cash flow.

Under Canadian GAAP we incurred a loss of $102 million ($0.19 per share) compared to income of $248 million ($0.46 per share). The principal continuing reconciling differences that affect earnings relate to the amortization of property, plant and equipment under Canadian GAAP, as well as the outcome of impairment assessments for property, plant and equipment and goodwill and the measurement of gains on sale of long-lived assets. These differences primarily arise due to differences in the carrying amounts of the assets due to differences in historic accounting for business combinations. In addition, the measurement of amortization under Canadian GAAP includes certain mineralization not classified as a reserve under SEC rules. We expect to see continuing differences in the measurement of amortization and impairment of property, plant and equipment and goodwill.

In 2004, we adopted new accounting rules that require the expensing of stock options under Canadian GAAP, with retroactive restatement of prior periods. Similar rules will become effective for US GAAP in 2005, but we expect to see continuing differences due to different transition methods for these new rules between US and Canadian GAAP.

Certain mine development costs are expensed under US GAAP, but capitalized for Canadian GAAP purposes. These differences exist at development projects where mineralization has not yet been classified as a reserve under SEC rules. We expect to see continuing differences in our accounting for exploration and development expenditures, where some expenditures qualify for capitalization under Canadian GAAP, but are expensed under US GAAP. The major expenditures in 2005 that will be affected by this difference in accounting are expenditures on our Buzwagi project, which will not qualify for capitalization under US GAAP until mineralization at the project qualifies as a reserve for US reporting purposes.

Critical Accounting Policies and Estimates

Management has discussed the development and selection of our critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the disclosure relating to such estimates in conjunction with its review of this MD&A. The accounting policies and methods we utilize determine how we report our financial condition and results of operations, and they may require management to make estimates or rely on assumptions about matters that are inherently uncertain.

Our financial condition and results of operations are reported using accounting policies and methods prescribed by US GAAP. In certain cases, US GAAP allows accounting policies and methods to be selected from two or more alternatives, any of which might be reasonable yet result in our reporting materially different amounts. Management exercises judgment in selecting and applying our accounting policies and methods to ensure that, while US GAAP compliant, they reflect our judgment of an appropriate manner in which to record and report our financial condition and results of operations.

Accounting Policy Changes

There were no changes in accounting policies in 2004 that significantly impacted our financial statements. As disclosed in note 2c to the Financial Statements, in 2005 we are required to adopt FAS 123R, Accounting for Stock-based Compensation, and we may be required to change our accounting policy for stripping costs once the Emerging Issues Task Force has completed its deliberations on EITF 04-6.

60

BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Critical Accounting Estimates

Certain accounting estimates have been identified as being “critical” to the presentation of our financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain; and there is a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates. Critical accounting estimates include:

>    Reserve estimates used to measure amortization of property, plant and equipment;
 
>   Stripping ratios used to measure amortization of capitalized mining costs;
 
>   Impairment assessments of long-lived assets;
 
>   The fair value of asset retirement obligations; and
 
>   The measurement of deferred income tax assets and liabilities and assessments of the amounts of valuation allowances recorded.

Reserve Estimates Used to Measure Amortization of Property, Plant and Equipment

We record amortization expense based on the estimated useful economic lives of long-lived assets. The estimate that most significantly affects the measurement of amortization is quantities of proven and probable gold reserves, because we amortize a large portion of property, plant and equipment using the units-of-production method. Reserves are estimated in accordance with the principles in Industry Guide No. 7, issued by the SEC. The estimation of quantities of gold reserves is complex, requiring significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data for a given ore body. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. Changes in data and/or assumptions could cause reserve estimates to substantially change from period to period. Because mineral reserves are estimates, there is a risk that actual gold production could differ from expected gold production from our reserves. Factors that could cause actual gold production to differ include adverse changes in gold or silver prices, which could make the reserve uneconomic to mine; and variations in actual ore grade and gold and silver recovery rates from estimates.

A key trend that could reasonably impact reserve estimates is rising market gold prices. As market gold prices rise, the gold price assumption used in reserve estimation also rises. This assumption is closely related to the trailing three-year average market price. As this assumption rises, this could result in an upward revision to reserve estimates as material not previously classified as a reserve becomes economic at higher gold prices. Changes in reserve estimates are generally calculated at the end of each year and cause amortization expense to increase or decrease prospectively.

In general, amortization expense is more significantly impacted by changes in reserve estimates at underground mines than open-pit mines due to the following factors:

>   Underground development costs incurred to access ore at underground mines are significant and amortized using the units-of-production method; and
 
>   Reserves at underground mines are often more sensitive to gold price assumptions and changes in production costs. Production costs at underground mines are impacted by factors such as dilution, which can significantly impact mining and processing costs per ounce.

The mines where amortization expense is most sensitive to changes in reserve estimates are: Pierina, Goldstrike Underground, Eskay Creek and Bulyanhulu. These mines have significant carrying amounts of property, plant and equipment that are amortized using the units-of-production method and make up a significant proportion of property, plant and equipment at our operating mines.

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Impact of Historic Changes in Reserve Estimates on Amortization

                                 
 
For the years ended            
December 31            
($ millions, except reserves            
in millions of contained oz)   2004     2003  
    Reserves     Amortization     Reserves     Amortization  
    increase (decrease)1     increase (decrease)     increase (decrease)1     increase (decrease)  
Goldstrike
                               
Underground
    0.2     $ (8 )     0.6     $ (10 )
Open Pit
    1.5       (7 )     1.3       (6 )
Plutonic
    0.5       (2 )     1.3       (4 )
Eskay Creek
    (0.1 )     4              
Kalgoorlie
    0.9       (3 )            
Pierina
    0.3       (9 )            
 


1.   Each year we updated our reserve estimates as at the end of the year as part of our normal business cycle. Reserve changes presented were calculated at the beginning of the applicable fiscal year and are in millions of contained ounces.

Stripping Ratios Used to Measure Amortization of Capitalized Mining Costs

Amortization of capitalized mining costs is recorded in the cost of inventory produced using a “stripping ratio”. The stripping ratio is calculated as the total tons of ore and waste that must be mined compared to recoverable proven and probable gold reserves.

Both reserve estimates and the estimated tons of ore and waste that must be mined to produce reserves are estimates that are highly uncertain. The assumptions and uncertainty relating to reserve estimates are described on page 61 under “Reserve Estimates Used to Measure Amortization of Property, Plant and Equipment”. The estimated tons of ore and waste that must be mined to produce reserves are calculated based on a mine plan that contemplates a design for the open pit relating to the mining of reserves. As reserve estimates change, the design of the open pit also changes, and both of these factors impact the stripping ratio.

Changes in this ratio affect the amortization of capitalized mining costs to inventory, and ultimately cost of sales when the inventory is sold. In general, stripping ratios are higher at open-pit mines where the ore body is deep below the surface of the earth.

Impact of Historic Changes in Stripping Ratios

                                                 
 
($ millions, except ratios)   Stripping ratio used in     Amortization increase (decrease)1  
    2005     2004     2003     2005     2004     2003  
 
Goldstrike
                                               
Open Pit
    127:1       109:1       112:1     $ 5     $ (1 )   $  
Pierina
    89:1       60:1       48:1       20       7        
 


1.   Impact of the year on year change in the stripping ratio used to amortize capitalized mining costs.

Stripping ratios are updated annually at the same time as reserve estimates are updated. At the end of 2004, the stripping ratios for Goldstrike Open-Pit and Pierina were updated to reflect the updated reserves at the end of 2004. The amount presented represents the estimated impact on annual amortization caused by these changes, based on production levels and sales volumes in 2004.

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Impairment Assessments of Operating Mines, Development Projects and Exploration Stage Properties

We review and test the carrying amounts of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. We group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For operating mines and development projects, all assets are included in one group. If there are indications that an impairment may have occurred, we prepare estimates of expected future cash flows for each group of assets. Expected future cash flows are based on a probability-weighted approach applied to potential outcomes.

Estimates of expected future cash flow reflect:

>   Estimated sales proceeds from the production and sale of recoverable ounces of gold contained in proven and probable reserves;
 
>   Expected future commodity prices and currency exchange rates (considering historical and current prices, price trends and related factors). In impairment assessments conducted in 2004 we used an expected future market gold price of $400 per ounce, and an expected future market US$:A$ exchange rate of $0.70 and US$:C$ exchange rate of $0.82;
 
>   Expected future operating costs and capital expenditures to produce proven and probable gold reserves based on mine plans that assume current plant capacity, but exclude the impact of inflation;
 
>   Expected cash flows associated with value beyond proven and probable reserves, which includes the expected cash outflows required to develop and extract the value beyond proven and probable reserves; and
 
>   Environmental remediation costs excluded from the measurement of asset retirement obligations.

We record a reduction of a group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying amount.

We estimated fair value by discounting the expected future cash flows using a discount factor that reflects the risk-free rate of interest for a term consistent with the period of expected cash flows.

Expected future cash flows are inherently uncertain, and could materially change over time. They are significantly affected by reserve estimates, together with economic factors such as gold and silver prices, and currency exchange rates, estimates of costs to produce reserves and future sustaining capital. The assessment and measurement of impairment excludes the impact of derivatives designated in a cash flow hedge relationship for future cash flows arising from operating mines and development projects.

Because of the significant capital investment that is required at many mines, if an impairment occurs, it could materially impact earnings. Due to the long-life nature of many mines, the difference between total estimated undiscounted net cash flows and fair value can be substantial. An impairment is generally only recorded when the carrying amount of a long-lived asset exceeds the total estimated undiscounted net cash flows. Therefore, although the value of a mine may decline gradually over multiple reporting periods, the application of impairment accounting rules could lead to recognition of the full amount of the decline in value in one period. Due to the highly uncertain nature of future cash flows, the determination of when to record an impairment charge can be very subjective. Management makes this determination using available evidence taking into account current expectations for each mining property.

For acquired exploration-stage properties, the purchase price is capitalized, but post-acquisition exploration expenditures are expensed. The future economic viability of exploration stage properties largely depends upon the outcome of exploration activity, which can take a number of years to complete for large properties. Management monitors the results of exploration activity over time to assess whether an impairment may have occurred.

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The measurement of any impairment is made more difficult because there is not an active market for exploration properties, and because it is not possible to use discounted cash flow techniques due to the very limited information that is available to accurately model future cash flows. In general, if an impairment occurs at an exploration stage property, it would probably have minimal value and most of the acquisition cost may have to be written down.

Impairment charges are recorded in other income/ expense and impact earnings in the year they are recorded. Prospectively, the impairment could also impact the calculation of amortization of an asset. In fourth quarter 2004, we performed detailed impairment assessments for three groups of assets: the Eskay Creek mine in North America; various exploration-stage properties in Peru; and the Cowal mine in Australia.

For the Eskay Creek mine, the requirement to complete an impairment test was due to the following combination of factors: downward revisions to reserves in 2004; the continued weakening of the US dollar that impacts Canadian dollar operating costs measured at market rates; and upward revisions in asset retirement obligations at the end of 2004. On completion of this test, we concluded that the mine was impaired at the end of 2004, and we recorded a pre-tax impairment charge of $58 million.

For a group of Peruvian exploration-stage properties acquired as part of the Arequipa acquisition in 1996, we completed an impairment test in fourth quarter 2004 following the finalization of the exploration program for the year and based on an updated assessment of future plans for the properties. On completion of this test, we concluded that the properties were impaired at the end of 2004 and we recorded a pre-tax impairment charge of $67 million.

For the Cowal development project, an impairment test was completed following upward revisions to estimated capital and operating costs for the project; and the continued weakening of the US dollar that impacts the amounts reported in US dollars for Australian dollar expenditures, measured at market prices. On completion of this test we concluded that the mine was not impaired at the end of 2004.

We completed these impairment tests using a $400 average future gold price assumption. If a significant adverse change in the market gold price occurred that caused us to revise this price assumption downwards, the amount by which the Eskay Creek mine is impaired could increase and the conclusion on the Cowal impairment test could change, subject to the effect of changes in other factors and assumptions. The revised gold price assumption would have no impact on the Peruvian exploration-stage properties because the properties were fully written down at the end of 2004.

Fair Value of Asset Retirement Obligations (AROs)

AROs arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. We record the fair value of an ARO in our Financial Statements when it is incurred and capitalize this amount as an increase in the carrying amount of the related asset. At operating mines, the effect is recorded as an adjustment to the corresponding asset carrying amount and results in a prospective increase or decrease in amortization expense. At closed mines, the adjustment is charged directly to earnings.

The fair values of AROs are measured by discounting the expected cash flows using a discount factor that reflects the risk-free rate of interest. We prepare estimates of the timing and amounts of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances, or if we are required to submit updated mine closure plans to regulatory authorities. In the future, changes in regulations or laws or enforcement could adversely affect our operations;

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and any instances of noncompliance with laws or regulations that result in fines or injunctions or delays in projects, or any unforeseen environmental contamination at, or related to, our mining properties could result in us suffering significant costs. We mitigate these risks through environmental and health and safety programs under which we monitor compliance with laws and regulations and take steps to reduce the risk of environmental contamination occurring. We maintain insurance for some environmental risks, however, for some risks coverage cannot be purchased at a reasonable cost. Our coverage may not provide full recovery for all possible causes of loss. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics that ultimately impact the environment; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. In general, as the end of the mine life becomes nearer, the reliability of expected cash flows increases, but earlier in the mine life, the estimation of an ARO is inherently more subjective. Significant judgments and estimates are made when estimating the fair value of AROs. Expected cash flows relating to AROs could occur over periods up to 40 years and the assessment of the extent of environmental remediation work is highly subjective. Considering all of these factors, the fair value of AROs can materially change over time.

In 2004, we recorded charges in AROs totaling $54 million, of which $32 million was recorded as an adjustment to the corresponding asset and $22 million was recorded as a charge to earnings. The $22 million charge to earnings mainly reflects increases in the expected cost of water treatment at certain closed mines. In 2003, we recorded revisions to AROs totaling $10 million for various closed mines that were charged to earnings and mainly reflect increases in the expected cost of water treatment.

AROs at December 31, 2004

         
 
($ millions)        
 
Operating mines
  $ 204  
Closed mines
    148  
Development projects
    15  
Total
  $ 367  
 

At our operating mines, it is reasonably possible that circumstances could arise by the end of the mine life that will require material revisions to AROs. In particular, the extent of water treatment can have a material effect on the fair value of AROs, and the expected water quality at the end of the mine life, which is the primary driver of the extent of water treatment, can change significantly. We periodically prepare updated studies for certain mines, following which it may be necessary to adjust the fair value of AROs.

At one closed mine, the principal uncertainty that could impact the fair value of an ARO is the manner in which a tailings facility will need to be remediated. In measuring the ARO, we have concluded that there are two possible methods that could be used. We have recorded the ARO using the more costly method, which we believe to be the most probable, but it is reasonably possible that a less costly method may ultimately prove to be technically feasible, in which case the ARO may decrease and any revision to the ARO would be recorded in earnings in the period of change.

The period of time over which we have assumed that water quality monitoring and treatment will be required also have a significant impact on AROs at closed mines. The amount of AROs recorded reflects the expected cost taking into account the probability of particular scenarios. The difference between the upper end of the range of these assumptions and the lower end of the range is significant, and consequently changes in these assumptions could have a material effect on the fair value of AROs and future earnings in a period of change.

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Deferred Tax Assets and Liabilities

Measurement of Timing Differences

We are periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of deferred income tax assets and liabilities recorded in our Financial Statements. Changes in deferred tax assets and liabilities generally have a direct impact on earnings in the period of changes. The most significant such estimate is the tax basis of certain Australian assets following elections in 2004 under new tax regimes in Australia. These elections resulted in the revaluation of certain assets in Australia for income tax purposes. Part of the revalued tax basis of these assets was estimated based on a valuation completed for tax purposes. This valuation is under review by the Australian Tax Office (“ATO”) and the amount finally accepted by the ATO may differ from the assumption used to measure deferred tax balances at the end of 2004.

Valuation Allowances

Each period, we evaluate the likelihood of whether some portion or all of each deferred tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income, the pattern and timing of reversals of taxable temporary timing differences that give rise to deferred tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, market gold prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. If we determine that it is more likely than not (a likelihood of more than 50%) that all or some portion of a deferred tax asset will not be realized, then we record a valuation allowance against the amount we do not expect to realize. Changes in valuation allowances are recorded as a component of income tax expense or recovery for each period. The most significant recent trend impacting expected levels of future taxable income and valuation allowances has been rising gold prices. A continuation of this trend could lead to the release of some of the valuation allowances recorded, with a corresponding effect on earnings in the period of release.

We released valuation allowances totaling $5 million in 2004 and $62 million in 2003. In 2004, the release was as a consequence of an election to consolidate our Australian operations into one tax group. The $62 million release in 2003 was mainly a result of a corporate reorganization for tax purposes in North America and the impact of higher expected levels of taxable income in Australia and Argentina caused by rising market gold prices.

A further continuation of the recent trend of rising gold prices could lead to the release of some portion or all of the valuation allowances in the United States and Argentina.

Valuation allowances at December 31

                 
 
($ millions)   2004     2003  
 
United States
  $ 189     $ 181  
Chile
    141       146  
Argentina
    75       73  
Canada
    73       72  
Tanzania
    89       68  
Australia
    3       8  
Other
    8       6  
 
  $ 578     $ 554  
 

United States: most of the valuation allowances relate to the full amount of Alternative Minimum Tax credits, which have an unlimited carry-forward period. Increasing levels of future taxable income due to gold selling prices and other factors and circumstances may result in an adjustment to these valuation allowances.

Chile: valuation allowances relate to the full amount of tax assets in subsidiaries that do not have any present sources of income. In the event that these subsidiaries have sources of income in the future, we may release some or all of the allowances.

Argentina: a valuation allowance of $75 million has been set up against certain deferred tax assets in Argentina. Historically, we have had no income

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generating operations in Argentina, but following the production start-up at Veladero in 2005, various factors will affect future levels of taxable income in Argentina, including the volume of gold produced and sold, gold selling prices and costs incurred to produce gold. It is reasonably possible that an adjustment to a $34 million portion of this valuation allowance that relates to Veladero will be made in the near term.

Canada: substantially all of the valuation allowances relate to capital losses that will only be utilized if any capital gains arise.

Tanzania: considering the local fiscal regime applicable to mining companies and expected levels of future taxable income from the Bulyanhulu mine, a valuation allowance exists against a portion of the deferred tax assets. If we conclude that expected levels of future taxable income from Bulyanhulu will be higher, we may release some or all of the valuation allowance.

Non-GAAP Performance Measures

                 
For the years ended December 31            
($ millions, except            
per ounce information)   2004     2003  
 
Total cash costs – per US GAAP1
  $ 1,062     $ 1,065  
Accretion expense and reclamation costs at the operating mines
    (18 )     (14 )
Total cash costs – per Gold Institute Production Cost Standard
  $ 1,044     $ 1,051  
Ounces sold (thousands)
    4,936       5,554  
Total cash costs per ounce – per US GAAP (dollars)2
  $ 215     $ 192  
Total cash costs per ounce – per Gold Institute Production Cost Standard (dollars)2
  $ 212     $ 189  
 


1. Equal to cost of sales and other operating expenses less accretion expense and reclamation costs at non-operating mines.
 
2. Per ounce weighted average.

We have included total cash costs per ounce data because these statistics are a key performance measure that management uses to monitor performance.

We use these statistics to assess how well our producing mines are performing compared to plan and also to assess the overall effectiveness and efficiency of our mining operations. We believe that the inclusion of these statistics in MD&A helps an investor to assess performance “through the eyes of management”. We understand that certain investors also use these statistics to assess our performance. The inclusion of total cash costs per ounce statistics enables investors to better understand year on year changes in production costs, which in turn affect profitability and the ability to generate operating cash flow for use in investing and other activities. We report total cash costs per ounce data calculated in accordance with The Gold Institute Production Cost Standard (the “Standard”). Adoption of the Standard is voluntary, but we understand that most senior gold producers follow the Standard when reporting cash cost per ounce data. The data does not have a meaning prescribed by US GAAP and therefore amounts presented may not be comparable to data presented by gold producers who do not follow the Standard. Total cash costs per ounce are derived from amounts included in the Statements of Income and mine site operating costs such as mining, processing, administration, royalties and production taxes, but exclude amortization, reclamation costs, financing costs, and capital, development and exploration costs. A US GAAP measure of costs per ounce has also been presented as required by securities regulations that govern non-GAAP performance measures. Commentary within this Management’s Discussion and Analysis is focused on the “total cash costs” measure as defined by the Standard.

The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. As can be seen from the tables on pages 68 to 70 reconciling the GAAP and non-GAAP measures, the GAAP and non-GAAP measures are not significantly different.

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Reconciliation of Total Cash Costs per Ounce to Financial Statements

                                                                 
   
    Goldstrike –     Goldstrike –     Eskay     Round  
    Open pit     Underground     Creek2     Mountain  
   
For the years                                                
ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs – per US GAAP1
  $ 336.5     $ 380.6     $ 141.2     $ 152.1     $ 9.3     $ 18.6     $ 84.5     $ 67.2  
Accretion expense and reclamation costs at operating mines
    (2.5 )     (2.5 )     (0.2 )           (0.2 )     (0.3 )     (1.6 )     (1.6 )
Total cash production costs per Gold Institute Production Cost Standard
  $ 334.0     $ 378.1     $ 141.0     $ 152.1     $ 9.1     $ 18.3     $ 82.9     $ 65.6  
Ounces sold (thousands)
    1,352       1,625       554       600       290       354       375       379  
Total cash costs per ounce sold per US GAAP (dollars)3
  $ 249     $ 234     $ 256     $ 253     $ 32     $ 53     $ 225     $ 177  
Total cash costs per ounce sold – per Gold Institute Production Cost Standard (dollars)4
  $ 247     $ 233     $ 255     $ 253     $ 31     $ 52     $ 221     $ 173  
 
                                                                 
   
                                                    Total  
    Hemlo     Holt-McDermott     Marigold     North America  
For the years                                                
ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs – per US GAAP1
  $ 57.6     $ 60.4     $ 12.3     $ 20.9     $ 9.1     $ 8.1     $ 650.5     $ 707.9  
Accretion expense and reclamation costs at operating mines
    (0.2 )     (0.2 )     (0.1 )     (0.1 )     (0.1 )     (0.1 )     (4.9 )     (4.8 )
Total cash production costs per Gold Institute Production Cost Standard
  $ 57.4     $ 60.2     $ 12.2     $ 20.8     $ 9.0     $ 8.0     $ 645.6     $ 703.1  
Ounces sold (thousands)
    239       266       62       87       46       47       2,918       3,358  
Total cash costs per ounce sold per US GAAP (dollars)3
  $ 241     $ 227     $ 198     $ 240     $ 198     $ 172     $ 223     $ 211  
Total cash costs per ounce sold – per Gold Institute Production Cost Standard (dollars)4
  $ 240     $ 226     $ 197     $ 239     $ 197     $ 171     $ 221     $ 209  
 


1. Represents cost of sales and other operating costs (excluding amortization and accretion expense and reclamation costs for non-operating mines).
 
2. Eskay Creek’s total cash costs in 2004 are impacted by higher silver prices which the Company treats as a by-product. Total cash costs on a co-product basis are: 2004 – gold $202 per ounce, silver $3.36 per ounce (2003 – gold $175 per ounce, silver $2.37 per ounce).
 
3. Represents total cash production costs per US GAAP divided by ounces sold.
 
4. Represents total cash production costs per Gold Institute Production Cost Standard divided by ounces sold.

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                    Total              
    Pierina     South America     Plutonic     Darlot  
   
For the years                                                
ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs – per US GAAP1
  $ 72.2     $ 78.9     $ 72.2     $ 78.9     $ 69.2     $ 62.6     $ 30.0     $ 25.4  
Accretion expense and reclamation costs at operating mines
    (3.5 )     (3.2 )     (3.5 )     (3.2 )     (0.1 )     (0.2 )     (0.1 )     (0.1 )
Total cash production costs per Gold Institute Production Cost Standard
  $ 68.7     $ 75.7     $ 68.7     $ 75.7     $ 69.1     $ 62.4     $ 29.9     $ 25.3  
Ounces sold (thousands)
    649       911       649       911       310       324       142       154  
Total cash costs per ounce sold per US GAAP (dollars)2
  $ 111     $ 87     $ 111     $ 87     $ 223     $ 193     $ 211     $ 165  
Total cash costs per ounce sold – per Gold Institute Production Cost Standard (dollars)3
  $ 106     $ 83     $ 106     $ 83     $ 223     $ 193     $ 210     $ 164  
 
                                                                 
   
                                                    Total  
    Lawlers     Kalgoorlie     Bulyanhulu     Australia/Africa  
   
For the years                                                
ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs – per US GAAP1
  $ 28.3     $ 23.8     $ 108.5     $ 88.1     $ 103.2     $ 77.1     $ 339.2     $ 277.0  
Accretion expense and reclamation costs at operating mines
    (0.1 )     (0.1 )     (1.5 )     (1.5 )     (7.5 )     (4.1 )     (9.3 )     (6.0 )
Total cash production costs per Gold Institute Production Cost Standard
  $ 28.2     $ 23.7     $ 107.0     $ 86.6     $ 95.7     $ 73.0     $ 329.9     $ 271.0  
Ounces sold (thousands)
    115       95       463       415       339       297       1,369       1,285  
Total cash costs per ounce sold per US GAAP (dollars)2
  $ 247     $ 250     $ 234     $ 212     $ 304     $ 260     $ 248     $ 216  
Total cash costs per ounce sold – per Gold Institute Production Cost Standard (dollars)3
  $ 246     $ 249     $ 231     $ 209     $ 283     $ 246     $ 241     $ 210  
 


1. Represents cost of sales and other operating costs (excluding amortization and accretion expense and reclamation costs for non-operating mines).
 
2. Represents total cash production costs per US GAAP divided by ounces sold.
 
3. Represents total cash production costs per Gold Institute Production Cost Standard divided by ounces sold.

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Reconciliation of Amortization Costs per Ounce to Financial Statements

                         
   
For the years ended December 31   2004     2003     2002  
 
Amortization expense per consolidated financial statements
  $ 452     $ 522     $ 519  
Amortization expense recorded on property, plant and equipment not at operating mine sites
    (27 )     (25 )     (26 )
Amortization expense for per ounce calculation
  $ 425     $ 497     $ 493  
Ounces sold (thousands)
    4,936       5,554       5,805  
Amortization per ounce (dollars)
  $ 86     $ 90     $ 85  
 

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BARRICK Annual Report 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS

Cautionary Statement on Forward-Looking Information

Certain information contained or incorporated by reference in this Annual Report 2004, including any information as to our future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: fluctuations in the currency markets (such as the Canadian and Australian dollars versus the U.S. dollar); fluctuations in the spot and forward price of gold or certain other commodities (such as silver, copper, diesel fuel and electricity); changes in U.S. dollar interest rates or gold lease rates that could impact the mark to market value of outstanding derivative instruments and ongoing payments/receipts under interest rate swaps and variable rate debt obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark to market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, Australia, Chile, Peru, Argentina, Tanzania, Russia or Barbados or other countries in which we do or may carry on business in the future; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with mining or development activities; the speculative nature of gold exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Annual Report 2004 are qualified by these cautionary statements. Specific reference is made to Barrick’s most recent Form 40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements.

We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Glossary of Technical Terms

AUTOCLAVE: Oxidation process in which high temperatures and pressures are applied to convert refractory sulphide mineralization into amenable oxide ore.

BACKFILL: Primarily waste sand or rock used to support the roof or walls after removal of ore from a stope.

BY-PRODUCT: A secondary metal or mineral product recovered in the milling process such as copper and silver.

CONCENTRATE: A very fine, powder-like product containing the valuable ore mineral from which most of the waste mineral has been eliminated.

CONTAINED OUNCES: Represents ounces in the ground before reduction of ounces not able to be recovered by the applicable metallurgical process.

CONTANGO: The positive difference between the spot market gold price and the forward market gold price. It is often expressed as an interest rate quoted with reference to the difference between inter-bank deposit rates and gold lease rates.

DEVELOPMENT: Work carried out for the purpose of opening up a mineral deposit. In an underground mine this includes shaft sinking, crosscutting, drifting and raising. In an open pit mine, development includes the removal of overburden.

DILUTION: The effect of waste or low-grade ore which is unavoidably included in the mined ore, lowering the recovered grade.

DORÉ: Unrefined gold and silver bullion bars usually consisting of approximately 90 percent precious metals that will be further refined to almost pure metal.

EXPLORATION: Prospecting, sampling, mapping, diamond-drilling and other work involved in searching for ore.

GRADE: The amount of metal in each ton of ore, expressed as troy ounces per ton or grams per tonne for precious metals and as a percentage for most other metals.

Cut-off grade: the minimum metal grade at which an orebody can be economically mined (used in the calculation of ore reserves).

Mill-head grade: metal content of mined ore going into a mill for processing.

Recovered grade: actual metal content of ore determined after processing.

Reserve grade: estimated metal content of an ore-body, based on reserve calculations.

HEAP LEACHING: A process whereby gold is extracted by “heaping” broken ore on sloping impermeable pads and continually applying to the heaps a weak cyanide solution which dissolves the contained gold. The gold-laden solution is then collected for gold recovery.

HEAP LEACH PAD: A large impermeable foundation or pad used as a base for ore during heap leaching.

LIBOR: The London Inter-Bank Offered Rate for deposits.

MILL: A processing facility where ore is finely ground and thereafter undergoes physical or chemical treatment to extract the valuable metals.

MINERAL RESERVE: See page 125 – “Gold Mineral Reserves and Mineral Resources.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS

MINERAL RESOURCE: See page 125 – “Gold Mineral Reserves and Mineral Resources.”

MINING CLAIM: That portion of applicable mineral lands that a party has staked or marked out in accordance with applicable mining laws to acquire the right to explore for and exploit the minerals under the surface.

MINING RATE: Tons of ore mined per day or even specified time period.

MINING SEQUENCE: Sequence by which ore is extracted from the mine is based on the mine plan.

OPEN PIT: A mine where the minerals are mined entirely from the surface.

ORE: Rock, generally containing metallic or non-metallic minerals, which can be mined and processed at a profit.

OREBODY: A sufficiently large amount of ore that can be mined economically.

OUNCES: Troy ounces of a fineness of 999.9 parts per 1,000 parts.

RECLAMATION: The process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

RECLAMATION AND CLOSURE COSTS: The cost of reclamation plus other costs, including without limitation certain personnel costs, insurance, property holding costs such as taxes, rental and claim fees, and community programs associated with closing an operating mine.

RECOVERY RATE: A term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore. It is generally stated as a percentage of the material recovered compared to the total material originally present.

REFINING: The final stage of metal production in which impurities are removed from the molten metal.

ROASTING: The treatment of ore by heat and air, or oxygen enriched air, in order to remove sulphur, carbon, antimony or arsenic.

STRIPPING: Removal of overburden or waste rock overlying an ore body in preparation for mining by open pit methods. Expressed as the total number of tons mined or to be mined for each ounce of gold.

TAILINGS: The material that remains after all economically and technically recoverable precious metals have been removed from the ore during processing.

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Management’s Responsibility

Management’s Responsibility for Financial Statements

The accompanying consolidated financial statements have been prepared by and are the responsibility of the Board of Directors and Management of the Company.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect Management’s best estimates and judgements based on currently available information. The Company has developed and maintains a system of internal accounting controls in order to ensure, on a reasonable and cost effective basis, the reliability of its financial information.

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP, Chartered Accountants. Their report outlines the scope of their examination and opinion on the consolidated financial statements.

/s/ Jamie C. Sokalsky
Jamie C. Sokalsky
Executive Vice President
and Chief Financial Officer
Toronto, Canada
March 15, 2005

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Auditors’ Report

To the Shareholders of Barrick Gold Corporation

We have audited the consolidated balance sheets of Barrick Gold Corporation as at December 31, 2004 and 2003 and the consolidated statements of income, cash flows, shareholders’ equity and comprehensive income for each of the years in the three-year period ended December 31, 2004. 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 Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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 our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2004 in accordance with United States generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, during 2003 the Company changed its policy on accounting for amortization of underground development costs and for asset retirement obligations, and during 2002 the Company changed its policy on deferred stripping costs.

On March 15, 2005 we reported separately to the shareholders of Barrick Gold Corporation on the financial statements for the same periods, prepared in accordance with Canadian generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Toronto, Canada
March 15, 2005

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Financial
Statements

Consolidated Statements of Income

                           
Barrick Gold Corporation                    
For the years ended December 31 (in millions of United States dollars,                    
except per share data)   2004       2003     2002  
       
Gold sales (notes 3 and 4)
  $ 1,932       $ 2,035     $ 1,967  
       
Costs and expenses
                         
Cost of sales1 (note 5)
    1,071         1,072       1,070  
Amortization (note 3)
    452         522       519  
Administration
    71         73       50  
Exploration, development and business development
    141         137       104  
Other (income) expense (note 6)
    158         (4 )     16  
       
 
    1,893         1,800       1,759  
       
Interest income
    25         31       26  
Interest expense (note 16b)
    (19 )       (44 )     (57 )
       
Income before income taxes and other items
    45         222       177  
Income tax recovery (expense) (note 7)
    203         (5 )     16  
       
Income before cumulative effect of changes in accounting principles
    248         217       193  
Cumulative effect of changes in accounting principles (note 2b)
            (17 )      
       
Net income for the year
  $ 248       $ 200     $ 193  
       
Earnings per share data (note 8)
                         
Income before cumulative effect of changes in accounting principles
                         
Basic
  $ 0.47       $ 0.40     $ 0.36  
Diluted
  $ 0.46       $ 0.40     $ 0.36  
Net income
                         
Basic
  $ 0.47       $ 0.37     $ 0.36  
Diluted
  $ 0.46       $ 0.37     $ 0.36  
       


1. Exclusive of amortization (note 5).

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

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BARRICK Annual Report 2004

 


 

FINANCIAL STATEMENTS

Consolidated Statements of Cash Flow

                           
Barrick Gold Corporation                    
For the years ended December 31 (in millions of United States dollars)                    
    2004       2003     2002  
       
Operating Activities
                         
Net income
  $ 248       $ 200     $ 193  
Amortization
    452         522       519  
Deferred income taxes (note 18)
    (225 )       (49 )     (75 )
Inmet litigation settlement (note 6)
            (86 )      
Gains on sale of long-lived assets (note 6)
    (34 )       (34 )     (4 )
Other items (note 9)
    65         (34 )     (45 )
       
Net cash provided by operating activities
    506         519       588  
       
 
                         
Investing Activities
                         
Property, plant and equipment
                         
Capital expenditures (note 3)
    (824 )       (322 )     (228 )
Sales proceeds
    43         40       8  
Investments (note 10)
                         
Purchases
    (47 )       (60 )      
Sales proceeds
    9         8       3  
Proceeds on maturity of term deposits
                  159  
       
Net cash used in investing activities
    (819 )       (334 )     (58 )
       
 
                         
Financing Activities
                         
Capital stock
                         
Proceeds from shares issued on exercise of stock options
    49         29       83  
Repurchased for cash (note 19a)
    (95 )       (154 )      
Long-term debt (note 16b)
                         
Proceeds
    974                
Repayments
    (41 )       (23 )     (25 )
Dividends (note 19a)
    (118 )       (118 )     (119 )
Other items
    (28 )              
       
Net cash provided by (used in) financing activities
    741         (266 )     (61 )
       
Effect of exchange rate changes on cash and equivalents
            7       1  
Net increase (decrease) in cash and equivalents
    428         (81 )     469  
Cash and equivalents at beginning of year (note 16a)
    970         1,044       574  
       
Cash and equivalents at end of year (note 16a)
  $ 1,398       $ 970     $ 1,044  
       

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

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BARRICK Annual Report 2004

 


 

FINANCIAL STATEMENTS

Consolidated Balance Sheets

Barrick Gold Corporation
At December 31 (in millions of United States dollars)

                   
    2004       2003  
       
Assets
                 
Current assets
                 
Cash and equivalents (note 16a)
  $ 1,398       $ 970  
Accounts receivable (note 11)
    58         56  
Inventories (note 11)
    215         164  
Other current assets (note 11)
    286         178  
       
 
    1,957         1,368  
Investments (note 10)
    134         130  
Property, plant and equipment (note 12)
    3,391         3,128  
Capitalized mining costs (note 13)
    226         235  
Other assets (note 14)
    566         497  
       
Total assets
  $ 6,274       $ 5,358  
       
 
                 
Liabilities and Shareholders’ Equity
                 
Current liabilities
                 
Accounts payable
  $ 335       $ 245  
Other current liabilities (note 15)
    83         119  
       
 
    418         364  
Long-term debt (note 16b)
    1,655         719  
Other long-term obligations (note 17)
    499         464  
Deferred income tax liabilities (note 18)
    139         317  
       
Total liabilities
    2,711         1,864  
       
Shareholders’ equity
                 
Capital stock (note 19)
    4,129         4,115  
Deficit
    (624 )       (694 )
Accumulated other comprehensive income (note 20)
    58         73  
       
Total shareholders’ equity
    3,563         3,494  
       
Contingencies and commitments (notes 12d, 16 and 23)
                 
       
Total liabilities and shareholders’ equity
  $ 6,274       $ 5,358  
       

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

Signed on behalf of the Board,

     
/s/ Gregory C. Wilkins
  /s/ Howard L. Beck
Gregory C. Wilkins
  Howard L. Beck
Director
  Director

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FINANCIAL STATEMENTS

Consolidated Statements of Shareholders’ Equity

Barrick Gold Corporation
For the years ended December 31 (in millions of United States dollars)

                           
    2004       2003     2002  
       
Common shares (number in millions)
                         
At January 1
    535         542       536  
Issued on exercise of stock options (note 21a)
    3         2       6  
Repurchased (note 19a)
    (4 )       (9 )      
       
At December 31
    534         535       542  
       
Common shares
                         
At January 1
  $ 4,115       $ 4,148     $ 4,062  
Issued on exercise of stock options (note 21a)
    49         34       86  
Repurchased (note 19a)
    (35 )       (67 )      
       
At December 31
  $ 4,129       $ 4,115     $ 4,148  
       
Deficit
                         
At January 1
  $ (694 )     $ (689 )   $ (763 )
Net income
    248         200       193  
Adjustment on repurchase of common shares (note 19a)
    (60 )       (87 )      
Dividends (note 19a)
    (118 )       (118 )     (119 )
       
At December 31
  $ (624 )     $ (694 )   $ (689 )
       
Accumulated other comprehensive income (loss) (note 20)
  $ 58       $ 73     $ (125 )
       
Total shareholders’ equity at December 31
  $ 3,563       $ 3,494     $ 3,334  
       

Consolidated Statements of Comprehensive Income

                           
    2004       2003     2002  
       
Net income
  $ 248       $ 200     $ 193  
Other comprehensive income (loss), net of tax (note 20)
    (15 )       198       (18 )
       
Comprehensive income
  $ 233       $ 398     $ 175  
       

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

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Notes to Consolidated Financial Statements


Barrick Gold Corporation. Tabular dollar amounts in millions of United States dollars, unless otherwise shown. References to C$, A$ and € are to Canadian dollars, Australian dollars and Euros, respectively.

1. Nature of Operations

Barrick Gold Corporation (“Barrick” or the “Company”) engages in the production and sale of gold from underground and open-pit mines, including related activities such as exploration and mine development. Our operations are mainly located in North America, South America, Australia and Africa.

2. Significant Accounting Policies

a) Basis of presentation

These financial statements are prepared under United States generally accepted accounsting principles (“US GAAP”). We also include financial statements prepared under Canadian GAAP in our Proxy Statement that we file with various Canadian regulatory authorities. To ensure comparability of financial information, certain prior-year amounts have been reclassified to conform with the current year presentation.

Consolidation policy

These financial statements reflect consolidation of the accounts of Barrick and other entities in which we have a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities through arrangements that do not involve voting interests, where the entities are variable interest entities (VIEs) under the principles of FIN 46R. Inter-company balances and transactions are eliminated on consolidation.

A VIE is defined as an entity that by design either lacks enough equity investment at risk to permit the entity to finance its activities without additional subordinated financial support from other parties; has equity owners who are unable to make decisions about the entity; or has equity owners that do not have the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns. VIEs can arise from a variety of entities or legal structures.

FIN 46R requires a variable interest holder (i.e. a counterparty to a VIE) to consolidate the VIE if that party will absorb a majority of the expected losses of the VIE, receive a majority of the residual returns of the VIE, or both. This party is considered the primary beneficiary of the entity. The determination of whether a variable interest holder meets the criteria to be considered the primary beneficiary of a VIE requires an evaluation of all transactions by the entity. The foundation for this evaluation is a calculation prescribed by FIN 46R.

We hold our interests in the Round Mountain, Hemlo, Marigold and Kalgoorlie mines through unincorporated joint ventures. Under long-standing practice for extractive industries, we use the proportionate consolidation method to account for our interests in these unincorporated joint ventures.

Our 70% interest in the Tulawaka development project is held through an unincorporated joint venture. In years prior to 2004 we used the proportionate consolidation method to account for our interest. In 2004, we entered into an agreement to finance the other joint venture partner’s share of mine construction costs, which caused us to reconsider whether this joint venture is a VIE. We concluded that the joint venture is in fact a VIE, and that Barrick is the primary beneficiary. From June 2004 onwards, we consolidated this joint venture using the principles of FIN 46R. The creditors of this VIE have no recourse to the general credit of Barrick.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign currency translation

In 2003, various changes in economic facts and circumstances led us to conclude that the functional currency of our Argentinean operations is the United States dollar rather than the Argentinean Peso. These changes included the completion of the Veladero mine feasibility study, the expected denomination of selling prices for future gold production and the occurrence of higher amounts of US dollar expenditures.

Following this change the functional currency of all our operations is the US dollar. We re-measure non-US dollar balances as follows:

         
>
      non-monetary assets and liabilities using historical rates;
 
       
>
      monetary assets and liabilities using period-end exchange rates; and
 
       
>
      income and expenses using average exchange rates, except for expenses related to assets and liabilities re-measured at historical exchange rates.

Gains and losses arising from re-measurement of foreign currency balances and transactions are recorded in earnings.

Use of estimates

The preparation of these financial statements requires us to make estimates and assumptions. The most significant estimates and assumptions are quantities of proven and probable gold reserves; expected value of mineral resources not considered proven and probable reserves; expected future costs and expenses to produce proven and probable reserves; expected future commodity prices and foreign currency exchange rates; and expected costs to meet asset retirement obligations. Critical estimates and assumptions include:

         
>
      decisions as to whether mine development costs should be capitalized or expensed;
 
       
>
      assessments of whether groups of long-lived assets are impaired and the fair value of those groups of assets that are the basis for measuring impairment charges;
 
       
>
      assessments of our ability to realize the benefits of deferred income tax assets;
 
       
>
      the useful lives of long-lived assets and the measurement of amortization recorded in earnings; and
 
       
>
      the fair value of asset retirement obligations.

We regularly review estimates and assumptions that affect our financial statements; however, actual outcomes could differ from estimates and assumptions.

b) Accounting changes

Effect of accounting changes on earnings

                         
Earnings increase (decrease)
 
For the years ended                  
December 31   2004     2003     2002  
 
Changes in accounting policies
                       
Cumulative effect
                       
Adoption of FAS 1431 (note 17a)
  $     $ 4     $  
Amortization of underground development costs2 (note 12a)
          (21 )      
 
 
          (17 )      
Pro forma effect
                       
(excluding tax effects)
                       
Adoption of FAS 1433
                (4 )
 
Total
  $     $ (17 )   $ (4 )
 


1.    On adoption of FAS 143 in first quarter 2003 (see note 17a), we recorded on our balance sheet an increase in property, plant and equipment of $39 million; an increase in other long-term obligations of $32 million; and an increase in deferred income tax liabilities of $3 million; as well as a $4 million credit in earnings for the cumulative effect of this change.

2.    On January 1, 2003, we changed our accounting policy for amortization of underground mine development costs to exclude estimates of future underground development costs (see note 12a). On adoption of this change, we decreased property, plant and equipment by $19 million, and increased deferred income tax liabilities by $2 million. We recorded in our income statement a $21 million charge for the cumulative effect of this accounting change.

3.    FAS 143 was followed in the preparation of financial results for 2004 and 2003. For 2002, because prior years were not restated, the amount disclosed is the pro forma effect of following FAS 143.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Emerging Issues Task Force (“EITF”) Issue No. 04-2: Whether Mineral Rights are Tangible or Intangible Assets (EITF 04-2)

EITF 04-2 was issued in 2004 and concludes that mineral rights, which are defined as the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits, are tangible assets. EITF 04-2 was effective in third quarter 2004, and had no impact on the classification of such assets in our financial statements.

EITF Issue No. 04-3, Mining Assets: Impairment and Business Combinations (EITF 04-3)

EITF 04-3 was issued in 2004 and establishes guidance for the inclusion of the expected value of mineralization not considered proven and probable reserves when allocating the purchase price in a business combination and also when testing a mining asset for impairment. The principles of EITF 04-3 are required to be adopted prospectively and were effective in second quarter 2004.

c) Accounting developments

EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1)

EITF 03-1 was issued in 2004 and establishes guidance to be used in determining when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. Under the application of our previous accounting policy for impairment of investments, an impairment on a specific investment was recorded in earnings on determination that the impairment was other than temporary or after an investment had been impaired for six months, whichever is the earlier. Under EITF 03-1, there is no requirement to automatically record an impairment loss in earnings after a six-month period; instead the recognition of impairment losses in earnings is based on the assessment of whether the loss is other than temporary. The adoption of the measurement requirements of EITF 03-1 in third quarter 2004 had no effect on impairment charges recorded in earnings.

EITF 03-1 also provides the guidance on accounting subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about impairment losses included in other comprehensive income that have not been recorded in earnings. The measurement requirements of EITF 03-1 were effective for the fiscal quarter ended September 30, 2004, but the disclosure requirements are not effective until fiscal 2005.

EITF Issue No. 04-6, Accounting for Stripping Costs Incurred during Production in the Mining Industry (EITF 04-6)

In the mining industry, companies may be required to remove overburden and other mine waste materials to access mineral deposits. The costs of removing overburden and waste materials are often referred to as “stripping costs.” During the development of a mine (before production begins), it is generally accepted in practice that stripping costs are capitalized as part of the depreciable cost of building, developing, and constructing the mine. Those capitalized costs are typically amortized over the productive life of the mine using the units-of-production method. A mining company may continue to remove overburden and waste materials, and therefore incur stripping costs, during the production phase of the mine. Questions have been raised about the appropriate accounting for stripping costs incurred during the production phase, and diversity in practice exists. In response to these questions, the EITF has undertaken a project to develop an Abstract to address the questions and clarify the appropriate accounting treatment for stripping costs under US GAAP. The EITF is in the process of deliberating these questions and upon completion of their deliberations they are expected to issue EITF 04-6, which will represent an authorative US GAAP pronouncement for stripping costs. Our accounting policy for stripping costs is disclosed in note 13. EITF 04-6 may require us to change our accounting policy for stripping costs in future periods.

FAS 123R, Accounting for Stock-Based Compensation (FAS 123R)

In December 2004, the FASB issued FAS 123R. FAS 123R is applicable to transactions in which an entity exchanges its equity instruments for goods and services.

82

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

It focuses primarily on transactions in which an entity obtains employee services in share-based payment transactions. FAS 123R requires that the fair value of such equity instruments is recorded as an expense as services are performed. Prior to FAS 123R, only certain pro forma disclosures of accounting for these transactions at fair value were required. FAS 123R will be effective for our third quarter 2005 financial statements, and permits varying transition methods including: retroactive adjustment of prior periods as far back as 1995 to give effect to the fair value based method of accounting for awards granted in those prior periods; retrospective application to all interim periods in 2005; or prospective application to future periods beginning in third quarter 2005. We are presently evaluating the effect of the varying methods of adopting FAS 123R. We expect to adopt FAS 123R using the modified prospective method effective July 1, 2005. Under this method we will begin recording stock option expense based on a similar method to the one used for pro forma purposes that is disclosed in note 21, starting in the third quarter of 2005.

FAS 151, Inventory Costs (FAS 151)

FAS 151 was issued in November 2004 as an amendment to ARB No. 43. FAS 151 specifies the general principles applicable to the pricing and allocation of certain costs to inventory. Under FAS 151, abnormal amounts of idle facility expense, freight, handling costs and wasted materials are recognized as current period charges rather than capitalized to inventory. FAS 151 also requires that the allocation of fixed production overhead to the cost of inventory be based on the normal capacity of production facilities. FAS 151 will be effective for inventory costs incurred beginning in our 2006 fiscal year. We are presently evaluating the impact of FAS 151 on our financial statements.

FAS 153, Exchanges of Non-Monetary Assets (FAS 153)

FAS 153 was issued in December 2004 as an amendment to APB Opinion No. 29. FAS 153 provides guidance on the measurement of exchanges of non-monetary assets, with exceptions for exchanges that do not have commercial substance. Under FAS 153, a non-monetary exchange has commercial substance if, as a result of the exchange, the future cash flows of an entity are expected to change significantly.

Under FAS 153, a non-monetary exchange is measured based on the fair values of the assets exchanged. If fair value is not determinable, the exchange lacks commercial substance or the exchange is to facilitate sales to customers, a non-monetary exchange is measured based on the recorded amount of the non-monetary asset relinquished. FAS 153 will be effective for non-monetary exchanges that occur in fiscal periods beginning after June 15, 2005.

d) Other significant accounting policies

                 
    Note     Page  
 
Segment information
    3       p. 84  
Revenue and gold sales contracts
    4       p. 86  
Cost of sales
    5       p. 88  
Other (income) expense
    6       p. 89  
Income tax (recovery) expense
    7       p. 90  
Earnings per share
    8       p. 92  
Supplemental cash flow information
    9       p. 92  
Investments
    10       p. 93  
Accounts receivable, inventories and other current assets
    11       p. 94  
Property, plant and equipment
    12       p. 95  
Capitalized mining costs
    13       p. 97  
Other assets
    14       p. 97  
Other current liabilities
    15       p. 97  
Financial instruments
    16       p. 97  
Other long-term obligations
    17       p. 107  
Deferred income taxes
    18       p. 107  
Capital stock
    19       p. 109  
Other comprehensive income (loss)
    20       p. 110  
Stock-based compensation
    21       p. 111  
Post-retirement benefits
    22       p. 113  
Contingencies, litigation and claims
    23       p. 115  
Joint ventures
    24       p. 117  
Differences from Canadian GAAP
    25       p. 117  
 

83

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Segment Information

Our operations are managed on a regional basis. Our three regional business units are North America, Australia/Africa and South America. Financial information for each of our operating mines, development projects and our exploration group is reviewed regularly by our chief operating decision maker.

Segment income for operating segments comprises segment revenues less segment operating costs and segment amortization in the format that internal management reporting is presented to the chief operating decision maker. For internal management reporting purposes, we measure segment revenues and income using the average consolidated realized gold selling price for each period. Segment operating costs represent our internal presentation of costs incurred to produce gold at each operating mine, and exclude the following costs that we do not allocate to operating segments: accretion expense; environmental remediation costs at closed mines; regional business unit overhead; amortization of corporate assets; business development costs; administration costs; other income/expense; and the costs of financing their activities. Segment operating costs for development projects and the exploration group represent expensed exploration, mine development and mine start-up costs.

                                                                         
Income statement information
                             
    Gold sales     Segment operating costs     Segment income (loss)  
For the years ended December 31   2004     2003     2002     2004     2003     2002     2004     2003     2002  
 
Goldstrike
  $ 745     $ 813     $ 678     $ 475     $ 531     $ 436     $ 121     $ 122     $ 95  
Round Mountain
    148       139       132       83       66       73       48       53       38  
Eskay Creek
    112       130       121       9       18       14       52       65       59  
Hemlo
    93       98       97       57       60       64       24       27       23  
Other operating segments
    42       50       177       21       29       96       11       7       56  
 
North America
    1,140       1,230       1,205       645       704       683       256       274       271  
 
Plutonic
    122       120       105       69       62       57       42       48       37  
Kalgoorlie
    183       153       124       107       87       82       56       46       23  
Cowal
                      1                   (1 )            
Bulyanhulu
    135       109       134       96       73       78       5       (1 )     16  
Tulawaka
                            2       3             (2 )     (3 )
Other operating segments
    101       91       89       60       53       45       27       26       33  
 
Australia/Africa
    541       473       452       333       277       265       129       117       106  
 
Pierina
    251       332       303       69       76       72       75       90       70  
Veladero
                      5       18       20       (5 )     (18 )     (20 )
Pascua-Lama
                      4                   (4 )            
Lagunas Norte
                      12       29       29       (12 )     (29 )     (29 )
Other operating segments
                7       3             5       (3 )           2  
 
South America
    251       332       310       93       123       126       51       43       23  
 
Exploration group
                      96       67       42       (96 )     (67 )     (42 )
 
Segment total
  $ 1,932     $ 2,035     $ 1,967     $ 1,167     $ 1,171     $ 1,116     $ 340     $ 367     $ 358  
 

84

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                         
Geographic information
 
    Assets     Gold sales  
For the years ended December 31   2004     2003     2004     2003   2002  
 
United States
  $ 1,976     $ 1,835     $ 911     $ 970     $ 906  
Canada
    492       480       229       260       299  
 
North America
    2,468       2,315       1,140       1,230       1,205  
 
Australia
    838       552       406       364       318  
Tanzania
    774       707       135       109       134  
 
Australia/Africa
    1,612       1,259       541       473       452  
 
Peru
    811       757       251       332       303  
Argentina
    645       219                    
Chile
    120       90                    
 
South America
    1,576       1,066       251       332       303  
 
Other
    618       718                   7  
 
 
  $ 6,274     $ 5,358     $ 1,932     $ 2,035     $ 1,967  
 
                         
Reconciliation of segment income
 
For the years ended December 31   2004     2003     2002  
 
Segment income
  $ 340     $ 367     $ 358  
Accretion expense at producing mines
    (11 )     (10 )      
Environmental remediation costs
                (34 )
Other expenses at producing mines
    (16 )     (11 )     (14 )
Amortization of corporate assets
    (27 )     (25 )     (26 )
Business development costs
    (18 )     (17 )     (10 )
Administration
    (71 )     (73 )     (50 )
Interest income
    25       31       26  
Interest expense
    (19 )     (44 )     (57 )
Other income (expense)
    (158 )     4       (16 )
 
Income before income taxes and other items
  $ 45     $ 222     $ 177  
 

85

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                 
Asset information
 
                                            Segment capital  
    Segment assets     Amortization     expenditures  
For the years ended December 31   2004     2003     2004     2003     2002     2004     2003     2002  
 
Goldstrike
  $ 1,290     $ 1,372     $ 149     $ 160     $ 147     $ 72     $ 51     $ 46  
Round Mountain
    67       75       17       20       21       5       6       8  
Eskay Creek
    91       203       51       47       48       7       5       8  
Hemlo
    63       65       12       11       10       8       10       6  
Other operating segments
    28       29       10       14       25       12       8       19  
 
North America
    1,539       1,744       239       252       251       104       80       87  
 
Plutonic
    92       84       11       10       11       15       44       20  
Kalgoorlie
    277       250       20       20       19       10       14       14  
Cowal
    130       49                         73       24       13  
Bulyanhulu
    566       539       34       37       40       46       36       56  
Tulawaka
    70       22                         48       1        
Other operating segments
    89       84       14       12       11       12       21       14  
 
Australia/Africa
    1,224       1,028       79       79       81       204       140       117  
 
Pierina
    269       434       107       166       161       8       17       5  
Veladero
    456       88                         284       68        
Pascua-Lama
    273       236                         35       9       11  
Lagunas Norte
    220       9                         182       4       5  
 
South America
    1,218       767       107       166       161       509       98       21  
 
Segment total
    3,981       3,539       425       497       493       817       318       225  
Cash and equivalents
    1,398       970                                      
Other items not allocated to segments
    895       849       27       25       26       7       4       3  
 
Enterprise total
  $ 6,274     $ 5,358     $ 452     $ 522     $ 519     $ 824     $ 322     $ 228  
 

4. Revenue and Gold Sales Contracts

                         
                 
For the years ended                  
December 31   2004     2003     2002  
 
Gold bullion sales
                       
Gold sales contracts
  $ 709     $ 1,504     $ 1,401  
Spot market sales
    1,111       426       460  
 
 
    1,820       1,930       1,861  
Concentrate sales
    112       105       106  
 
 
  $ 1,932     $ 2,035     $ 1,967  
 

We record revenue when the following conditions are met: persuasive evidence of an arrangement exists; delivery has occurred under the terms of the arrangement; the price is fixed or determinable; and collectability is reasonably assured.

Bullion sales

We record revenue from gold and silver bullion sales at the time of delivery and transfer of title to the gold or silver to counterparties. Incidental revenues from the sale of by-products such as silver are classified within cost of sales.

86

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2004, we had fixed-price gold sales contracts with various counterparties for a total of 13.5 million ounces of future gold production and floating-price forward gold sales contracts for 0.5 million ounces. In 2004, we allocated 6.5 million ounces of fixed-price gold sales contracts specifically to Pascua-Lama. The allocation of these contracts will help reduce gold price risk at Pascua-Lama and will help secure financing for its construction. In addition to the gold sales contracts allocated to Pascua-Lama, we have 7.0 million ounces of corporate gold sales contracts that we intend to settle through delivery of future gold production from our operating mines and development projects, excluding Pascua-Lama. The terms of the contracts are governed by master trading agreements (MTAs) that we have in place with the counterparties to the contracts. The contracts have final delivery dates primarily over the next 10 years, but we have the right to settle these contracts at any time over this period. Contract prices are established at inception through to an interim date. If we do not deliver at this interim date, a new interim date is set. The price for the new interim date is determined in accordance with the MTAs which have contractually agreed price adjustment mechanisms based on the market gold price. The MTAs have both fixed and floating price mechanisms. The fixed-price mechanism represents the market price at the start date (or previous interim date) of the contract plus a premium based on the difference between the forward price of gold and the current market price. If at an interim date we opt for a floating price, the floating price represents the spot market price at the time of delivery of gold plus or minus the difference between the previously fixed price and the market gold price at that interim date. The final realized selling price under a contract primarily depends upon the timing of the actual future delivery date, the market price of gold at the start of the contract and the actual amount of the premium of the forward price of gold over the spot price of gold for the periods that fixed selling prices are set. The mark-to-market on the fixed-price gold sales contracts (at December 31, 2004) was negative $966 million for the Pascua-Lama Gold Sales Contracts and negative $949 million for the Corporate Gold Sales Contracts.

The difference between the forward price of gold and the current market price, referred to as contango, can be expressed as a percentage that is closely correlated to the difference between US dollar interest rates and gold lease rates. Historically short-term gold lease rates have been lower than longer-term rates. We use gold lease rate swaps to achieve a more economically optimal term structure for gold lease rates implicit in contango. Under the swaps we receive a fixed gold lease rate, and pay a floating gold lease rate, on a notional 2.1 million ounces of gold spread from 2005 to 2013. The swaps are associated with fixed-price gold sales contracts with expected delivery dates beyond 2006. Lease rate swaps are classified as non-hedge derivatives (note 16c).

Floating spot price sales contracts were previously fixed-price forward sales contracts for which, in accordance with the terms of our MTAs, we have elected to receive floating spot gold and silver prices, adjusted by the difference between the spot price and the contract price at the time of such election. Floating prices were elected for these contracts so that we could economically regain spot gold price leverage under the terms of delivery into these contracts. Furthermore, floating price mechanisms were elected for these contracts at a time when the then current market price was higher than the fixed price in the contract. The mark-to-market on these contracts (at December 31, 2004) was negative $25 million, which equates to an average reduction to the future spot sales price of approximately $52 per ounce, when we deliver gold at spot prices against these contracts.

At December 31, 2004, one counterparty made up 11% of the ounces committed under gold bullion sales contracts.

87

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentrate sales

Our Eskay Creek and Bulyanhulu mines produce gold in concentrate form. Our Pascua-Lama mine will also produce gold in concentrate form. Under the terms of our concentrate sales contracts with independent smelting companies, gold sales prices are set on a specified future date after shipment based on market prices. We record revenues under these contracts at the time of shipment, which is when title passes to the smelting companies, using forward market gold prices on the expected date that final sales prices will be set. Variations between the price recorded at the shipment date and the actual final price set under the smelting contracts are caused by changes in market gold prices, and result in an embedded derivative in the accounts receivable. The embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as a component of revenue.

                         
Impact of derivative embedded in concentrate sales receivables
 
For the years ended                  
December 31   2004     2003     2002  
 
Gains included in revenue
  $     $     $ 1  
 

5. Cost of Sales

                         
For the years ended                  
December 31   2004     2003     2002  
 
Cost of goods sold1,3
  $ 1,136     $ 1,110     $ 1,133  
By-product revenues2
    (146 )     (114 )     (119 )
Royalty expense
    53       50       37  
Mining taxes
    12       15       5  
Other expenses at producing mines4
    16       11       14  
 
 
  $ 1,071     $ 1,072     $ 1,070  
 


1.   The presentation of cost of goods sold includes accretion expense at producing mines of $11 million (2003 – $10 million; 2002 – $nil). The cost of inventory sold in the period reflects the components described in note 11, except that for presentation purposes the component of inventory cost relating to amortization of property, plant and equipment is classified in the income statement under “amortization”. Some companies present this amount under “cost of sales”. The amount presented in amortization rather than cost of sales is $425 million in 2004; $497 million in 2003 and $493 million in 2002.
 
2.   We use silver sales contracts to sell a portion of silver produced as a by-product. Silver sales contracts have similar delivery terms and pricing mechanisms as gold sales contracts. At December 31, 2004, we had fixed-price commitments to deliver 12.4 million ounces of silver at an average price of $5.50 per ounce and floating spot price sales contracts for 12 million ounces over periods primarily of up to 10 years.
 
3.   Cost of goods sold includes environmental remediation costs of $34 million in 2002.
 
4.   Includes the reversal of $15 million of accrued costs on resolution of the Peruvian tax assessment (see note 7).

Royalties

Certain of our properties are subject to royalty arrangements based on mineral production at the properties. The most significant royalties are at the Goldstrike and Bulyanhulu mines and the Pascua-Lama and Veladero projects. The primary type of royalty is a net smelter return (NSR) royalty. Under this type of royalty we pay the holder an amount calculated as the royalty percentage multiplied by the value of gold production at market gold prices less third-party smelting, refining and transportation costs. Most Goldstrike production is subject to an NSR or net profits interest (NPI) royalty. The highest Goldstrike royalties are a 5% NSR and a 6% NPI royalty. Bulyanhulu is subject to an NSR-type royalty of 3%. Pascua-Lama gold production from the areas located in Chile is subject to a gross proceeds sliding scale royalty, ranging from 1.5% to 10%, and a 2% NSR on copper production. For areas located in Argentina, Pascua-Lama is subject to a 3% NSR on extraction of all gold, silver and other ores. Production at Veladero is subject to a 3.75% NSR on extraction of all gold, silver and other ores.

Royalty expense is recorded at the time of sale of gold production, measured using the applicable royalty percentage for NSR royalties or estimates of NPI amounts.

88

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Other (Income) Expense

                         
For the years ended                  
December 31   2004     2003     2002  
 
Non-hedge derivative (gains) losses (note 16c)
  $ (5 )   $ (71 )   $ 6  
Gains realized on sale of assets
    (34 )     (34 )     (4 )
Environmental remediation costs2
    43       55        
Impairment of long-lived assets
                       
Eskay Creek
    58              
Peruvian exploration properties
    67              
Other
    14       5       11  
Impairment charges on investments (note 10)
    5       11        
World Gold Council fees
    9       10       12  
Litigation costs
          16        
Currency translation (gains) losses
    1       (2 )     (1 )
Pension expense (note 22b)
          4       2  
Other items1
          2       (10 )
 
 
  $ 158     $ (4 )   $ 16  
 


1.   In 2004, includes the reversal of $6 million of accrued costs on resolution of the Peruvian tax assessment (see note 7) and $4 million in severance costs related to the sale of the Holt McDermott mine.
 
2.   Includes costs at development projects and closed mines.

Gains realized on sale of assets

In 2004 we sold various assets, including the Holt McDermott mine in Canada and certain land positions around our inactive mine sites in the United States. These land positions were fully amortized in prior years and therefore any proceeds generate gains on sale, before selling costs and taxes.

Environmental remediation costs at closed mines

During the production phases of a mine, we incur and expense the cost of various activities connected with environmental aspects of normal operations, including compliance with and monitoring of environmental regulations; disposal of hazardous waste produced from normal operations; and operation of equipment designed to reduce or eliminate environmental effects. In limited circumstances, costs to acquire and install plant and equipment are capitalized during the production phase of a mine if the costs are expected to mitigate risk or prevent future environmental contamination from normal operations.

When a contingent loss arises from the improper use of an asset, a loss accrual is recorded if the loss is probable and reasonably estimable. Amounts recorded are measured on an undiscounted basis, and adjusted as further information develops or if circumstances change. Recoveries of environmental remediation costs from other parties are recorded as assets when receipt is deemed probable.

Impairment of long-lived assets

Eskay Creek

The asset group that comprises the Eskay Creek mine was tested for impairment effective December 31, 2004. The principal factors that caused us to test this asset group for impairment included: downward revisions to proven and probable reserves; the impact of the continued strengthening of the C$ against the US$ and upward revisions to expected asset retirement costs in the fourth quarter of 2004. An impairment charge of $58 million was recorded, which represents the amount by which the carrying amount of the asset group exceeds its estimated fair value. Fair value was estimated using the method described in note 12c.

Peruvian exploration properties

At the end of 2004, upon completion of the exploration program for the year, we assessed the results and updated our future plans for various exploration properties in Peru that were originally acquired through the Arequipa acquisition in 1996. We concluded that the results and future potential did not merit any further investment for these properties. The assets were tested for impairment, and an impairment charge of $67 million was recorded that reflects the amounts by which their carrying amounts exceed their estimated fair values. The fair value of this group of assets was judged to be minimal due to the unfavorable results of exploration work in the properties.

89

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Litigation costs

In November 2003, we paid Inmet C$111 million (US$86 million), in full settlement of the Inmet litigation. The settlement resulted in an expense of US$14 million in fourth quarter 2003, combined with post-judgment interest of $2 million in the first nine months of 2003.

7. Income Tax (Recovery) Expense

                         
For the years ended                  
December 31   2004     2003     2002  
 
Current
 
Canada
  $ 19     $ 40     $ 44  
International
    24       14       15  
 
 
  $ 43     $ 54     $ 59  
 
Deferred
 
Canada
  $ (26 )   $ (32 )   $ (45 )
International
    7       45       (8 )
 
 
  $ (19 )   $ 13     $ (53 )
 
Income tax expense before elements below1
  $ 24     $ 67     $ 6  
Release of beginning of year valuation allowances
    (5 )     (62 )      
Outcome of tax uncertainties
    (141 )           (22 )
Change in tax status in Australia
    (81 )            
 
Total (recovery) expense
  $ (203 )   $ 5     $ (16 )
 


1.   All amounts are deferred tax items except for a $21 million portion of the $141 million recovery on resolution of the Peruvian tax assessment in 2004, which is a current tax item.

Release of beginning of year valuation allowances

In 2004, we released valuation allowances totaling $5 million in Australia following the consolidated tax return election described above. In 2003, we released valuation allowances totaling $62 million, which mainly included: $21 million in North America following a corporate reorganization of certain subsidiaries that enabled us to utilize certain previously unrecognized tax assets; $16 million in Australia realized in 2003 due to an increase in taxable income from higher gold prices; and $15 million in Argentina after the approval to begin construction of our new Veladero mine and classification of mineralization as a proven and probable reserve.

Outcome of tax uncertainties

Peruvian tax assessment

On September 30, 2004, the Tax Court of Peru issued a decision in our favor in the matter of our appeal of a 2002 income tax assessment of $32 million, excluding interest and penalties. The Peruvian tax agency, SUNAT, had until mid-January 2005 to appeal the decision.

The 2002 income tax assessment related to a tax audit of our Pierina Mine for the 1999 and 2000 fiscal years. The assessment mainly related to the validity of a revaluation of the Pierina mining concession, which affects its tax basis. Under the valuation proposed by SUNAT, the tax basis of the Pierina mining concession would have changed from what we previously assumed with a resulting increase in current and deferred income taxes. The full life of mine effect on our current and deferred income tax liabilities, totaling $141 million, was recorded at December 31, 2002, as were other related costs of about $21 million for periods through 2003.

In January 2005, we received confirmation in writing that there would be no appeal of the September 30, 2004 Tax Court of Peru decision. The confirmation concluded the administrative and judicial appeals process with resolution in Barrick’s favor. As a result, we recorded a $141 million reduction in current and deferred income tax liabilities and a $21 million reduction in other accrued costs in 2004; $15 million of which is classified in “other expenses at producing mines” within cost of sales and $6 million of which is classified in other (income) expense.

Other uncertainties

In 2002, we recorded a credit of $22 million reflecting the net impact of tax planning completed in the period and the outcome of certain tax uncertainties.

90

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in tax status in Australia

A new tax law has been enacted in Australia that allows wholly owned groups of companies resident in Australia to elect to be treated as a single entity and to file consolidated tax returns. This new regime is elective and the election is irrevocable. Under certain circumstances, the rules governing the election allow for a choice to reset the tax cost basis of certain assets within a consolidated group. This election will be effective for us for the 2004 fiscal year. This election results in an estimated upward revaluation of the tax basis of our assets in Australia, by $110 million, with a corresponding $33 million adjustment to deferred taxes.

In 2004, we filed an election to use US dollars as the functional currency for Australian tax calculations and tax returns, whereas previously Australian dollars were used. Prior to this election, the favorable impact of changes in the tax basis of non-monetary assets caused by changes in the US$:A$ exchange rate were not recorded, as their realization was not certain. The election in 2004 created certainty about the realization of these favorable tax temporary differences and resulted in our recognition of these as deferred tax assets amounting to $48 million. The impact of the change in tax status was to increase the amount of deductible temporary differences relating to non-monetary assets by $160 million.

                         
Reconciliation to Canadian federal rate                  
 
For the years ended December 31   2004     2003     2002  
 
At 38% statutory federal rate
  $ 17     $ 84     $ 67  
Increase (decrease) due to:
                       
Allowances and special tax deductions1
    (34 )     (17 )     (12 )
Impact of foreign tax rates2
    (5 )     (42 )     (67 )
Expenses not tax-deductible
    10       11       9  
Release of beginning of year valuation allowances
    (5 )     (62 )      
Recognition of deferred tax assets3
    (81 )            
Valuation allowances set up against current year tax losses
    29       23       3  
Outcome of tax uncertainties
    (141 )           (22 )
Withholding taxes on intercompany interest
    1       1       11  
Mining taxes
    5       8       3  
Other items
    1       (1 )     (8 )
 
Income tax expense (recovery)
  $ (203 )   $ 5     $ (16 )
 


1.   We are able to claim certain allowances and tax deductions unique to extractive industries that result in a lower effective tax rate.
 
2.   We operate in multiple foreign tax jurisdictions that have different tax rates than the Canadian federal rate.
 
3.   In 2004, we recognized a $81 million deferred tax asset in Australia due to a change in tax status.

Income tax returns

Our income tax returns for the major jurisdictions where we operate have been fully examined through the following years: Canada – 2000, United States – 2001, and Peru – 2000.

American Jobs Creation Act of 2004

The American Jobs Creation Act of 2004 (“the Act”) was signed into law on October 22, 2004. The Act creates an elective incentive for U.S. multinationals to repatriate accumulated earnings from controlled foreign corporations. The repatriation incentive is only available for 2004 or 2005. We are currently evaluating the application of the repatriation incentive; however, we cannot complete our analysis until additional legislation and/or IRS guidance is provided to clarify key elements of the legislation.

91

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Earnings per Share

                         
For the years ended December 31                  
($ millions, except shares in millions and per share amounts in dollars)   2004     2003     2002  
 
Income available to common stockholders
                       
Basic
  $ 248     $ 200     $ 193  
Effect of dilutive stock options
                 
 
Diluted
  $ 248     $ 200     $ 193  
 
Weighted average shares outstanding
                       
Basic
    533       539       541  
Effect of dilutive stock options
    1              
 
Diluted
    534       539       541  
 
Earnings per share
                       
Basic
  $ 0.47     $ 0.37     $ 0.36  
Diluted
  $ 0.46     $ 0.37     $ 0.36  
 

9. Supplemental Cash Flow Information

                         
For the years ended December 31   2004     2003     2002  
 
Income statement items:
                       
Currency translation losses
  $ 1     $ 5     $  
(Gains) losses on investments (note 10)
    (1 )     7       3  
Accounting changes (note 2b)
          17        
Accretion expense (note 17a)
    18       17        
Non-hedge derivative (gains) losses (note 16c)
    (5 )     (71 )     6  
Inmet litigation
          16        
Current income tax expense (note 7)
    22       54       59  
Impairment charges on long-lived assets (note 6)
    139       5       11  
Revisions to expected cost of AROs at closed mines (note 17a)
    22       10        
Amortization of debt issue costs
    3       1       1  
Losses on write-down of inventory to market value (note 11)
    9       3       6  
Changes in:
                       
Accounts receivable
    (2 )     3       (12 )
Inventories
    (51 )     (1 )     26  
Accounts payable
    4       4       (25 )
Capitalized mining costs
    9       37       29  
Other assets and liabilities
    (25 )     6       (12 )
Cash payments:
                       
Merger and related costs
                (50 )
Asset retirement obligations
    (33 )     (40 )     (70 )
Current income taxes
    (45 )     (111 )     (52 )
Other items
          4       35  
 
Other net operating activities
  $ 65     $ (34 )   $ (45 )
 
Interest paid, net of amounts capitalized
  $ 19     $ 44     $ 57  
 

92

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Investments

                                 
Available-for-sale securities            
 
At December 31   2004     2003  
 
            Gains             Gains  
    Fair value     in OCI     Fair value     in OCI  
 
Benefit plans:1
                               
Fixed-income securities
  $ 11     $     $ 6     $  
Equity securities
    19       10       26       8  
Strategic investments:
                               
Equity securities2
    104             98       30  
 
Total
  $ 134     $ 10     $ 130     $ 38  
 


1.   Under various benefit plans for certain former Homestake executives, a portfolio of marketable fixed-income and equity securities are held in a rabbi trust that is used to fund obligations under the plans.
 
2.   Other investments mainly include an investment in Highland Gold with a fair value of $75 million at December 31, 2004.

Available-for-sale securities are recorded at fair value with unrealized gains and losses recorded in OCI. Realized gains and losses are recorded in earnings when investments mature or on sale, calculated using the average cost of securities sold. We recognize in earnings any unrealized declines in fair value judged to be other than temporary (2004 – $5 million; 2003 – $11 million; 2002 – $nil). Total proceeds from the sale of investments were $9 million in 2004 (2003 – $8 million; 2002 – $3 million).

Gains (losses) on investments recorded in earnings

                         
 
For the years ended                  
December 31   2004     2003     2002  
 
Realized on sale
                       
Gains
  $ 6     $ 5     $  
Losses
          (1 )     (3 )
Impairment charges
    (5 )     (11 )      
 
 
  $ 1     $ (7 )   $ (3 )
 

Investment in Highland Gold Mining PLC (“Highland”)

In 2004, we acquired a further 9.3 million common shares of Highland for $40 million in cash. Combined with the purchase of 11.1 million common shares for $46 million in October 2003, we held a 14% interest in Highland common shares at December 31, 2004.

We have also formed a strategic partnership with Highland under which:

>   We have the right to participate on an exclusive basis for up to 50% on any acquisition made by Highland in Russia; and a similar right extends to Highland for any acquisition made by us in certain regions in Russia, excluding Irkutsk.
 
>   We have a right of first refusal with respect to third-party investment in Highland’s Mayskoye property in the Chutotka region, Russia, and plan to pursue discussions with Highland on establishing a joint venture at Mayskoye.

Investment in Celtic Resources Holdings PLC (“Celtic”)

On December 2, 2004, Barrick and Celtic entered into a subscription agreement under which we agreed to subscribe for 3,688,191 units of Celtic for $7.562 per unit. Each unit consists of one ordinary share of Celtic and one-half of one share purchase warrant. Each whole warrant entitles us to acquire one ordinary share of Celtic for $7.562, expiring on December 31, 2005. In the event that Celtic does not acquire 100% of the license to the Nezhdaninskoye deposit before June 1, 2005, the number of warrants will automatically increase by 50%. Completion of the subscription occurred on January 5, 2005 upon which we held a 9% interest in Celtic’s outstanding ordinary shares.

93

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the completion of the subscription, Barrick and Celtic entered into the following agreements:

>   We have the pre-emptive right to subscribe for up to $75 million of Celtic shares at $7.562 per share.
 
>   Nezhdaninskoye Right of First Refusal. Celtic has granted us the right of first refusal on any proposed sale of its direct or indirect interest in Nezhdaninskoye.
 
>   Nezhdaninskoye Purchase Option. Celtic has granted us the right to indirectly purchase 51% of its interest in Nezhdaninskoye for $195 million, exercisable for a period of six months starting if and when Celtic indirectly acquires 100% of Nezhdaninskoye.
 
>   Kazakhstan Participation. Celtic has granted to us the right to acquire 50% of any interest in any mineral property in Kazakhstan that Celtic acquires. We have 12 months to elect to participate in any such acquisitions by Celtic. To participate, we must pay Celtic 50% of the cost to Celtic of its interest in the mineral property.

11. Accounts Receivable, Inventories and Other Current Assets

                 
At December 31   2004     2003  
 
Accounts receivable
               
Amounts due from concentrate sales
  $ 29     $ 26  
Other
    29       30  
 
 
  $ 58     $ 56  
 
Inventories
               
Gold in process and ore in stockpiles
  $ 198     $ 163  
Mine operating supplies
    82       58  
 
 
    280       221  
Non-current ore in stockpiles1
    (65 )     (57 )
 
 
  $ 215     $ 164  
 
Other current assets
               
Derivative assets (note 16c)
  $ 165     $ 154  
Taxes recoverable
    104       9  
Prepaid expenses
    17       15  
 
 
  $ 286     $ 178  
 


1. Ore that we do not expect to process in the next 12 months is classified in other assets (note 14).

Inventories

Material extracted from our mines is classified as either ore or waste. Ore represents material that can be mined, processed into a saleable form and sold at a profit. Ore, which represents material included in proven and probable reserves, is recorded as an asset that is classified within inventory at the point it is extracted from the mine. Ore is accumulated in stockpiles that are subsequently processed into gold in a saleable form under a mine plan that takes into consideration optimal scheduling of production of our reserves, present plant capacity, and the market price of gold.

We record gold in process and ore in stockpiles at cost, less provisions required to reduce inventory to market value. Costs capitalized to inventory include direct and indirect materials and consumables; direct labor; repairs and maintenance; utilities; amortization of property, plant and equipment; amortization of capitalized mining costs; and local mine administrative expenses. Costs are removed from inventory and recorded in cost of sales based on the average cost per ounce of gold in inventory. Average cost is calculated based on the cost of inventory at the beginning of a period, plus the cost of inventory produced in a period.

                 
Significant ore in stockpiles            
 
At December 31   2004     2003  
 
Goldstrike
               
Ore that requires roasting
  $ 23     $ 22  
Ore that requires autoclaving
    17       19  
Kalgoorlie
    46       32  
 

At Goldstrike, we expect to fully process the autoclave stockpile by 2009 and the roaster stockpile by 2016. At Kalgoorlie, we expect to process the stockpile by 2017.

Mine operating supplies are recorded at purchase cost, less provisions to reduce slow-moving and obsolete supplies to market value.

Cost of sales includes losses recorded to reduce inventory cost to market value as follows: 2004 – $9 million; 2003 – $3 million; 2002 – $6 million.

94

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Property, Plant and Equipment

                 
At December 31   2004     2003  
 
Acquired mineral properties and capitalized mine development costs
  $ 4,489     $ 4,242  
Buildings, plant and equipment
    3,289       2,831  
 
 
    7,778       7,073  
Accumulated amortization
    (4,387 )     (3,945 )
 
 
  $ 3,391     $ 3,128  
 

a) Acquired mineral properties and capitalized mine development costs

Exploration and development stage properties

We capitalize the cost of acquisition of land and mineral rights. The cost is allocated between proven and probable reserves and mineralization not considered proven and probable reserves at the date of acquisition, based on relative fair values. If we later establish that some mineralization meets the definition of proven and probable gold reserves, we classify a portion of the capitalized acquisition cost as relating to reserves.

After acquisition, various factors can affect the recoverability of the capitalized cost of land and mineral rights, particularly the results of exploration drilling. The length of time between the acquisition of land and mineral rights and when we undertake exploration work varies based on the prioritization of our exploration projects and the size of our exploration budget. If we conclude that the carrying amount of land and mineral rights is impaired, we reduce this carrying amount to estimated fair value through an impairment charge.

We capitalize costs incurred at development projects that meet the definition of an asset after mineralization is classified as proven and probable gold reserves (as defined by United States reporting standards). Before classifying mineralization as proven and probable gold reserves, costs incurred at development projects are considered exploration costs, and are expensed as incurred. Effective May 1, 2004, we determined that mineralization at Lagunas Norte met the definition of proven and probable reserves for United States reporting purposes. Following this determination, we began capitalizing costs that meet the definition of an asset at Lagunas Norte prospectively for future periods. The cost of start-up activities at new mines such as recruiting and training is expensed as incurred.

At December 31, 2004 the following assets were in an exploration, development or construction stage and amortization of the capitalized costs had not yet begun.

                 
 
    Carrying amount     Targeted timing  
    at December 31,     of production  
    2004     start-up  
 
Development stage projects
               
Veladero
  $ 362       2005  
Lagunas Norte
    196       2005  
Tulawaka
    70       2005  
Cowal
    128       2006  
Pascua-Lama
    230       2009  
Buzwagi
    102        
Nevada Power Plant
    18       2005  
 
Total
  $ 1,106          
 

Interest cost is considered an element of the historical cost of an asset when a period of time is necessary to prepare it for its intended use. We capitalize interest costs to assets under development or construction while activities are in progress. We stop capitalizing interest costs when construction of an asset is substantially complete and it is ready for its intended use. We measure the amount capitalized based on cumulative capitalized costs, exclusive of the impact, if any, of impairment charges on the carrying amount of an asset.

Producing mines

We start amortizing capitalized mineral property acquisition and mine development costs when production begins. Amortization is capitalized as a component of the cost of inventory. Amortization is calculated using the “units-of-production” method, where the numerator is the number of ounces produced and the denominator is the estimated recoverable ounces of gold contained in proven and probable reserves.

During production at underground mines, we incur development costs to build new shafts, drifts and ramps that will enable us to physically access ore underground.

95

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The time over which we will continue to incur these costs depends on the mine life, and in some cases could be up to 25 years. These underground development costs are capitalized as incurred. In years prior to 2003 we amortized the aggregate total of historically capitalized costs, and estimated costs that will be incurred to enable access to the ore body over the remaining mine life, using the units-of-production method. In 2003, we changed the method of amortizing these costs to better attribute these costs to ounces of gold produced, as well as to remove the uncertainty inherent in using estimates of future underground development costs in the measurement of amortization.

Under our revised method of measuring amortization for underground development costs, the cost incurred to access specific ore blocks or areas of the mine, which only provides an economic benefit over the period of mining that ore block or area, is attributed to earnings using the units-of-production method where the denominator is estimated recoverable ounces of gold contained in proven and probable reserves within that ore block or area. If capitalized costs provide an economic benefit over the entire mine life, the costs are attributed to earnings using the units-of-production method, where the denominator is the estimated recoverable ounces of gold contained in total accessible proven and probable reserves.

b) Buildings, plant and equipment

We record buildings, plant and equipment at cost. We capitalize costs that extend the productive capacity or useful economic life of an asset. Repairs and maintenance expenditures are expensed as incurred. We amortize the cost less estimated residual value, using the straight-line method over the estimated useful economic life of the asset. The longest estimated useful economic life for buildings and equipment at ore processing facilities is 25 years and for mining equipment is 15 years.

c) Impairment evaluations – operating mines and development projects

We review and test the carrying amounts of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. We group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For operating mines and development projects, all assets are included in one group. If there are indications that an impairment may have occurred, we prepare estimates of expected future cash flows for each group of assets. Expected future cash flows are based on a probability-weighted approach applied to potential outcomes.

Estimates of expected future cash flow reflect:

>   Estimated sales proceeds from the production and sale of recoverable ounces of gold contained in proven and probable reserves;
 
>   Expected future commodity prices and currency exchange rates (considering historical and current prices, price trends and related factors). In impairment assessments conducted in 2004 we used an expected future market gold price of $400 per ounce, and an expected future market A$:US$ exchange rate of $0.70 and C$:US$ exchange rate of $0.82;
 
>   Expected future operating costs and capital expenditures to produce proven and probable gold reserves based on mine plans that assume current plant capacity, but exclude the impact of inflation;
 
>   Expected cash flows associated with value beyond proven and probable reserves, which includes the expected cash outflows required to develop and extract the value beyond proven and probable reserves; and
 
>   Environmental remediation costs excluded from the measurement of asset retirement obligations.

We record a reduction of a group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying amount. We estimate fair value by discounting the expected future cash flows using a discount factor that reflects the risk-free rate of interest for a term consistent with the period of expected cash flows.

d) Capital commitments

At December 31, 2004, we had capital commitments of $322 million for 2005/2006 in connection with construction at our development projects and of a power plant in Nevada for the Goldstrike mine.

96

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Capitalized Mining Costs

We capitalize and amortize certain costs relating to the removal of waste rock at open-pit mines, commonly referred to as “stripping costs”. We include in inventory, amortization of amounts capitalized based on a “stripping ratio” using the units-of-production method.

This accounting method results in the smoothing of these costs over the life of a mine. Instead of capitalizing and amortizing these costs, some mining companies capitalize them to inventory as incurred, which may result in the reporting of greater volatility in period-to-period results. If we followed a policy of capitalizing these costs to inventory as incurred, rather than using our present policy, our reported cost of sales would have been $9 million lower in 2004 (2003 – $37 million lower, 2002 – $29 million lower).

                                 
Stripping ratios1
 
For the years ended   Mine life                    
December 31   (years)2     2004     2003     2002  
 
Goldstrike Open Pit
    14       109:1       112:1       112:1  
Pierina
    4       60:1       48:1       48:1  
 


1. The stripping ratio is calculated as the ratio of total tons (ore and waste) of material to be moved compared to total recoverable proven and probable gold reserves.

2. Costs capitalized will be fully amortized by the end of the mine lives. The carrying amount of capitalized mining costs is grouped with property, plant and equipment for impairment evaluation purposes.

14. Other Assets

                 
At December 31   2004     2003  
 
Derivative assets (note 16c)
  $ 257     $ 256  
Ore in stockpiles (note 11)
    65       57  
Taxes recoverable
    50       52  
Deferred income tax assets (note 18)
    97       59  
Debt issue costs
    38       11  
Deferred stock-based compensation (note 21b)
    5       6  
Other
    54       56  
 
 
  $ 566     $ 497  
 

Debt issue costs

Additions to debt issue costs in 2004 principally relate to new debt financings put in place during the year. Amortization of debt issue costs is calculated on a straight-line basis or using the interest method over the term of each debt obligation, and classified as a component of interest cost.

15. Other Current Liabilities

                 
At December 31   2004     2003  
 
Asset retirement obligations (note 17a)
  $ 33     $ 36  
Current part of long-term debt (note 16b)
    31       41  
Derivative liabilities (note 16c)
    11       3  
Post-retirement benefits (note 22)
    2       5  
Deferred revenue
    5       17  
Other
    1       17  
 
 
  $ 83     $ 119  
 

16. Financial Instruments

Financial instruments include cash; evidence of ownership in an entity; or a contract that imposes an obligation on one party and conveys a right to a second entity to deliver/receive cash or another financial instrument. Information on certain types of financial instruments is included in these financial statements as follows: accounts receivable – note 11; investments – note 10; restricted stock units – note 21.

a) Cash and equivalents

Cash and equivalents include cash, term deposits and treasury bills with original maturities of less than 90 days.

97

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

b) Long-term debt

                                                                 
                    For the years ended December 31
    At December 31     2004     2003     2002  
                    Interest     Effective     Interest     Effective     Interest     Effective  
    2004     2003     cost     rate1     cost     rate1     cost     rate1  
 
7  1/2% debentures2
  $ 495     $ 501     $ 31       6.1 %   $ 31       6.1 %   $ 38       5.7 %
5 4/5% notes3
    397             3       6.0 %                        
4 7/8% notes4
    348             2       5.0 %                        
Veladero financing5
    198             4       7.5 %                        
Bulyanhulu financing6
    150       174       14       8.0 %     15       7.7 %     15       7.2 %
Variable-rate bonds7
    63       80       1       1.2 %     1       1.1 %     1       1.4 %
Capital leases
    5       5             7.8 %           8.2 %     1       7.9 %
Construction debt under build to suit lease8
    30                                            
Other interest
                5             2             4        
 
 
    1,686       760       60       6.1 %     49       6.3 %     59       6.8 %
 
                                                               
Less: current part/ interest capitalized
    (31 )     (41 )     (41 )             (5 )             (2 )        
 
 
  $ 1,655     $ 719     $ 19             $ 44             $ 57          
 


1. The effective rate includes the stated interest rate under the debt agreement, amortization of debt issue costs, and the impact of interest rate contracts designated in a hedging relationship with long-term debt.

2. On April 22, 1997, we issued $500 million of debentures that mature on May 1, 2007.

3. On November 12, 2004, we issued $400 million of debentures that mature on November 15, 2034. The debentures were issued at a $3 million discount.

4. On November 12, 2004, we issued $350 million of debentures that mature on November 15, 2014. The debentures were issued at a $2 million discount.

5. One of our wholly owned subsidiaries, Minera Argentina Gold S.A. in Argentina has a variable-rate limited recourse amortizing loan facility for $250 million. At December 31, 2004, a total of $198 million had been drawn down under this facility. We have guaranteed the loan until completion occurs, after which it will become non-recourse. The loan is insured for political risks by branches of the Canadian and German governments.

6. One of our wholly owned subsidiaries, Kahama Mining Corporation Ltd. in Tanzania, has a variable-rate non-recourse amortizing loan for $150 million. The loan is insured for political risks equally by branches of the Canadian government and the World Bank.

7. Certain of our wholly owned subsidiaries have issued variable-rate, tax-exempt bonds of $25 million (due 2029) and $38 million (due 2032) for a total of $63 million.

8. One of our wholly owned subsidiaries, Minera Barrick Misquichilca, has entered into a $56 million build to suit lease facility to finance the construction of the leach pad and process facilities at the Lagunas Norte project. The five year lease term begins on October 1, 2005. Amounts reimbursed for construction costs at December 31, 2004 have been presented as “construction debt” until the lease term begins. Obligations under the lease will be repayable in 20 equal quarterly installments over the term of the lease.

We also have a credit and guarantee agreement with a group of banks (the “Lenders”), which requires the Lenders to make available to us a credit facility of up to $1 billion or the equivalent amount in Canadian currency. The credit facility, which is unsecured, matures in April 2008 and has an interest rate of LIBOR plus 0.27% to 0.35% when used, and an annual fee of 0.08%. We have not drawn any amounts under the credit facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Scheduled debt repayments1

                                         
   
                                    2009 and  
      2005     2006     2007     2008     thereafter  
 
7 1/2% debentures
  $     $     $ 500     $     $  
5 4/5% notes
                            400  
4 7/8 % notes
                            350  
Veladero financing
          24       46       38       90  
Bulyanhulu financing
    31       34       34       34       17  
Variable-rate bonds
                            63  
 
 
  $ 31     $ 58     $ 580     $ 72     $ 920  
 


1. Excludes capital leases and build to suit lease facility.

Minimum payments under capital leases1

         
   
Years ending December 31        
 
2005
  $ 12  
2006
    15  
2007
    12  
2008
    11  
2009
    11  
 
Capital lease obligations
  $ 61  
 


1. Includes the $56 million build to suit lease facility.

c) Use of derivative instruments (“derivatives”) in risk management

In the normal course of business, our assets, liabilities and forecasted transactions are impacted by various market risks including:

     
Item   Impacted by
> Cost of sales
   
•  Consumption of oil and propane
  > Prices of oil and propane
• Local currency denominated expenditures
  > Currency exchange rates – US dollar versus A$ and C$
> Administration costs in local currencies
  > Currency exchange rates – US dollar versus A$ and C$
> Capital expenditures in local currencies
  > Currency exchange rates – US dollar versus A$, C$ and €
> Interest earned on cash
  > US dollar interest rates
> Interest payments on variable-rate debt
  > US dollar interest rates
> Fair value of fixed-rate debt
  > US dollar interest rates
 

Under our risk management policy we seek to mitigate the impact of these market risks to control costs and enable us to plan our business with greater certainty. The timeframe and manner in which we manage these risks varies for each item based upon our assessment the risk and available alternatives for mitigating risk. For these particular risks, we believe that derivatives are an effective means of managing risk.

The primary objective of the hedging elements of our derivative positions is that changes in the values of hedged items are offset by changes in the values of derivatives. Most of the derivatives we use meet the FAS 133 hedge effectiveness criteria and are designated in a hedge accounting relationship. Some of the derivative positions are effective in achieving our risk management objectives but they do not meet the strict FAS 133 hedge effectiveness criteria, and they are classified as “non-hedge derivatives”.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our use of derivatives is based on established practices and parameters, which are subject to the oversight of the Finance Committee of the Board of Directors. A Compliance Function independent of the Corporate Treasury Group monitors derivative transactions and has responsibility for recording and accounting for derivatives.

Accounting policy for derivatives

We record derivatives on the balance sheet at fair value except for gold and silver sales contracts, which are excluded from the scope of FAS 133, because the obligations will be met by physical delivery of our gold and silver production and they meet the other requirements set out in paragraph 10(b) of FAS 133. In addition, our past sales practices, productive capacity and delivery intentions are consistent with the definition of a normal sales contract. Accordingly, we have elected to designate our gold and silver sales contracts as “normal sales contracts” with the result that the principles of FAS 133 are not applied to them. Instead we apply revenue recognition accounting principles as described in note 4.

On the date we enter into a derivative that is accounted for under FAS 133, we designate it as either a hedging instrument or a non-hedge derivative. A hedging instrument is designated in either:

> a fair value hedge relationship with a recognized asset or liability; or
 
> a cash flow hedge relationship with either a forecasted transaction or the variable future cash flows arising from a recognized asset or liability.

At the inception of a hedge, we formally document all relationships between hedging instruments and hedged items, including the related risk-management strategy. This documentation includes linking all hedging instruments to either specific assets and liabilities, specific forecasted transactions or variable future cash flows. It also includes the method of assessing retrospective and prospective hedge effectiveness. In cases where we use regression analysis to assess prospective effectiveness, we consider regression outputs for the coefficient of determination (R-squared), the slope coefficient and the t-statistic to assess whether a hedge is expected to be highly effective. Each period, using a dollar offset approach, we retrospectively assess whether hedging instruments have been highly effective in offsetting changes in the fair value of hedged items and we measure the amount of any hedge ineffectiveness. We also assess each period whether hedging instruments are expected to be highly effective in the future. If a hedging instrument is not expected to be highly effective, we stop hedge accounting prospectively. In this case accumulated gains or losses remain in other comprehensive income (“OCI”) until the hedged item affects earnings. We also stop hedge accounting prospectively if:

> a derivative is settled;
 
> it is no longer highly probable that a forecasted transaction will occur; or
 
> we de-designate a hedging relationship.

If we conclude that it is probable that a forecasted transaction will not occur in the originally specified time frame, or within a further two-month period, gains and losses accumulated in OCI are immediately transferred to earnings. In all situations when hedge accounting stops, a derivative is classified as a non-hedge derivative prospectively. Cash flows from derivative transactions are included under operating activities, except for derivatives designated as a cash flow hedge of forecasted capital expenditures, which are included under investing activities.

Changes in the fair value of derivatives each period are recorded as follows:

> Fair value hedges: recorded in earnings as well as changes in fair value of the hedged item.
 
> Cash flow hedges: recorded in OCI until earnings are affected by the hedged item, except for any hedge ineffectiveness which is recorded in earnings immediately.
 
> Non-hedge derivatives: recorded in earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of derivatives at December 31, 20041


                                                                 
    Notional amount     Accounting classification        
    by term to maturity     by notional amount        
    Within     2 to 5     Over 5             Cash flow     Fair value     Non-     Fair  
    1 year     years     years     Total     hedge     hedge     hedge     value  
 
US dollar interest rate contracts
                                                               
Receive-fixed swaps (millions)
  $ 75     $ 725     $     $ 800     $ 300     $ 500     $       (5 )
Pay-fixed swaps (millions)
          150       125       275       150             125       (24 )
           
Net notional position
  $ 75     $ 575     $ (125 )   $ 525     $ 150     $ 500     $ (125 )   $ (29 )
           
Currency contracts
                                                               
C$:US $ contracts
(C$ millions)
  C$ 350     C$ 600     C$     C$ 950     C$ 935     C$     C$ 15     $ 99  
A$:US $ contracts
(A$ millions)
  A$ 844     A$ 1,291     A$     A$ 2,135     A$ 2,125     A$     A$ 10     $ 198  
€:US$ contracts (€ millions)
  26             26     26             $ 1  
           
Commodity contracts
                                                               
Fuel (WTI)
(thousands of barrels)
    738       1,618             2,356       1,946             410     $ 7  
Propane contracts
(millions of gallons)
    11       18             29       29                 $ (3 )
       


1. Excludes normal sales contracts.

US dollar interest rate contracts

Cash flow hedges – cash balances

Receive-fixed swaps have been designated against the first $300 million of our cash balances as a hedge of the variability of forecasted interest receipts on the balances caused by changes in Libor.

Prior to December 2004, prospective and retrospective hedge effectiveness was assessed using the hypothetical derivative method under FAS 133. The prospective test involves comparing the effect of a theoretical shift in the forward interest rate curve on the fair value of both the actual and hypothetical derivative. The retrospective test involves comparing the effect of actual changes in interest rates in each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. In December 2004, we de-designated these swaps and immediately re-designated them in a new hedging relationship in order to adopt a new method of assessing prospective and retrospective effectiveness. At the time of the redesignation these swaps had a fair value near zero. From December 2004 onwards, under the new method, prospective and retrospective hedge effectiveness is assessed using the change in variable cash flows method. This involves a comparison of the floating-rate leg of the swap to the variable-rate cash flows from interest receipts on cash.

Each period the effective portion of changes in the fair value of the swaps, which relates to future interest receipts, is recorded in OCI. Also, as interest is received and recorded in earnings, an amount equal to the difference between the fixed-rate interest earned on the swaps and the variable-rate interest earned on cash is recorded in earnings as a component of interest income.

Cash flow hedges – Bulyanhulu financing

Pay-fixed swaps totaling $150 million have been designated against the Bulyanhulu financing, as a hedge of the variability in forecasted interest payments caused by changes in Libor. We have concluded that the hedges are 100% effective under FAS 133, because the conditions of FAS 133 for the assumption of no hedge ineffectiveness have been met. Changes in fair value of the swaps, which relate to future interest payments, are recorded

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

in OCI. Also, as interest payments on the financing are recorded in earnings, an amount equal to the difference between the fixed-rate interest paid on the swap and the variable-rate interest paid on the financing is recorded in earnings as a component of interest costs.

Fair value hedges

Receive-fixed swaps totaling $500 million have been designated against the 7 1/2% debentures as a hedge of the variability in the fair value of the debentures caused by changes in Libor. We have concluded that the hedges are 100% effective under FAS 133, because the critical terms (including: notional amount, maturity date, interest payment and underlying interest rate – i.e. Libor) of the swaps and the debentures are the same. Changes in fair value of the swaps, together with an equal corresponding change in fair value of the debentures, caused by changes in Libor, are recorded in earnings each period. Also, as interest payments on the debentures are recorded in earnings, an amount equal to the difference between the fixed-rate interest received under the swap less the variable-rate interest paid under the swap is recorded in earnings as a component of interest costs.

Non-hedge contracts

We use gold lease rate swaps as described in note 4. The valuation of gold lease rate swaps is impacted by market US dollar interest rates. Our non-hedge pay-fixed swap position mitigates the impact of changes in US dollar interest rates on the valuation of gold lease rate swaps.

Currency contracts

Cash flow hedges

Currency contracts totaling C$935 million, A$2,125 million and €26 million have been designated against forecasted local currency denominated expenditures as a hedge of the variability of the US dollar amount of those expenditures caused by changes in currency exchange rates. Hedged items are identified as the first stated quantity of dollars of forecasted expenditures in a future month. For a C$730 million and A$1,671 million portion of the contracts, we have concluded that the hedges are 100% effective under FAS 133 because the critical terms (including: notional amount and maturity date) of the hedged items and currency contracts are the same. For €26 million, and the remaining C$205 million and A$454 million portions, prospective and retrospective hedge effectiveness is assessed using the hypothetical derivative method under FAS 133. The prospective test involves comparing the effect of a theoretical shift in forward exchange rates on the fair value of both the actual and hypothetical derivative. The retrospective test involves comparing the effect of historic changes in exchange rates each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. The effective portion of changes in fair value of the currency contracts is recorded in OCI until the forecasted expenditure impacts earnings. For expenditures capitalized to the cost of inventory, this is upon sale of inventory, and for capital expenditures, this is when amortization of the capital assets is recorded in earnings.

If it is probable that a hedged item will no longer occur, the accumulated gains or losses in OCI for the associated currency contract are reclassified to earnings immediately. The identification of which currency contracts are associated with these hedged items uses a last-in, first-out (“LIFO”) approach, based on the order in which currency contracts were originally designated in a hedging relationship.

Commodity contracts

Cash flow hedges

Commodity contracts totaling 1,946 thousand barrels of diesel fuel and 29 million gallons of propane have been designated against forecasted purchases of the commodities for expected consumption at our mining operations. The contracts act as a hedge of the impact of variability in market prices on the cost of future commodity purchases. Hedged items are identified as the first stated quantity in millions of barrels/gallons of forecasted purchases in a future month. Prospective

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and retrospective hedge effectiveness is assessed using the hypothetical derivative method under FAS 133. The prospective test is based on regression analysis of the month-on-month change in fair value of both the actual derivative and a hypothetical derivative caused by actual historic changes in commodity prices over the last three years. The retrospective test involves comparing the effect of historic changes in commodity prices each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. The effective portion of changes in fair value of the commodity contracts is recorded in OCI until the forecasted transaction impacts earnings. The cost of commodity consumption is capitalized to the cost of inventory, and therefore this is upon the sale of inventory.

If it is probable that a hedged item will no longer occur, the accumulated gains or losses in OCI for the associated commodity contract are reclassified to earnings immediately. The identification of which commodity contracts are associated with these hedged items uses a LIFO approach, based on the order in which commodity contracts were originally designated in a hedging relationship.

Non-hedge contracts

Non-hedge fuel contracts are used to mitigate the risk of oil price changes on consumption at the Pierina, Eskay Creek and Lagunas Norte mines. On completion of regression analysis, we concluded that the contracts do not meet the “highly effective” criterion in FAS 133 due to currency and basis differences between contract prices and the prices charged to the mines by oil suppliers. Despite not qualifying as an accounting hedge, the contracts protect the Company to a significant extent from the effects of oil price changes.

Derivative assets and liabilities

                 
 
    2004     2003  
 
At January 1
  $ 337     $ 29  
Derivatives settled
    (120 )     (91 )
Change in fair value of:
               
Non-hedge derivatives
    3       52  
Cash flow hedges
               
Effective portion
    147       348  
Ineffective portion
          1  
Fair value hedges
    (8 )     (2 )
 
At December 31
  $ 359 1   $ 337 1
 
Classification:
               
Other current assets
  $ 165     $ 154  
Other assets
    257       256  
Other current liabilities
    (11 )     (3 )
Other long-term obligations
    (52 )     (70 )
 
 
  $ 359     $ 337  
 


1. Derivative assets and liabilities are presented net and related amounts due to/from counterparties if the conditions of FIN No. 39, Offsetting of Amounts Related to Certain Contracts, are met. Amounts receivable from counterparties netted against derivative liabilities totaled $16 million at December 31, 2004.

Non-hedge derivative gains (losses)1

                         
 
For the years ended                  
December 31   2004     2003     2002  
 
Non-hedge derivatives
                       
Commodity contracts
  $ (9 )   $ 3     $ (2 )
Currency contracts
    (4 )     17       8  
Interest rate contracts
    16       32       (12 )
 
 
    3       52       (6 )
 
                       
Hedge ineffectiveness
                       
Ongoing hedge inefficiency
          1        
Due to changes in timing of hedged items
    2       18        
 
 
  $ 5     $ 71     $ (6 )
 


1. Non-hedge derivative gains (losses) are classified as a component of other (income) expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                 
Cash Flow Hedge Gains (losses) in OCI
   
    Commodity                             Interest rate        
    price hedges     Currency hedges     hedges        
                    Oper-     Admin-     Capital             Long-        
    Gold/             ating     istration     expen-     Cash     term        
    Silver     Fuel     costs     costs     ditures     balances     debt     Total  
 
At December 31, 2001
  $ 25     $     $     $     $     $     $     $ 25  
 
Effective portion of change in fair value of hedging instruments
    (4 )           33                   37       (17 )     49  
Transfers to earnings:
                                                               
On recording hedged items in earnings
    (12 )           (7 )                 (11 )     5       (25 )
   
At December 31, 2002
    9             26                   26       (12 )     49  
Effective portion of change in fair value of hedging instruments
    4       (1 )     251       32       54       9       (1 )     348  
Transfers to earnings:
                                                               
On recording hedged items in earnings
    (13 )           (58 )     (7 )           (18 )     5       (91 )
Hedge ineffectiveness due to changes in timing of hedged items
                            (18 )1                 (18 )
 
At December 31, 2003
          (1 )     219       25       36       17       (8 )     288  
Effective portion of change in fair value of hedging instruments
          7       117       19       19       5       (20 )     147  
Transfers to earnings:
                                                               
On recording hedged items in earnings
          (4 )     (96 )     (11 )     (5 )     (19 )     3       (132 )
Hedge ineffectiveness due to changes in timing of hedged items
                            (2 )1                 (2 )
 
At December 31, 2004
  $     $ 2     $ 240     $ 33     $ 48     $ 3     $ (25 )   $ 301 2
 
                                                                 
   
    Gold     Cost of     Cost of     Admin-     Amorti-     Interest     Interest          
Hedge gains/losses classified within   sales     sales     sales     istration     zation     income     cost          
 
Portion of hedge gain (loss) expected to affect 2005 earnings2
  $     $ 3     $ 110     $ 18     $ 2     $ 7     $ (4 )   $ 136  
 


1. On determining that certain forecasted capital expenditures were no longer likely to occur within two months of the originally specified time frame.

2. Based on the fair value of hedge contracts at December 31, 2004.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

d) Fair Value of Financial Instruments

Fair value is the value at which a financial instrument could be closed out or sold in a transaction with a willing and knowledgeable counterparty over a period of time consistent with our risk management or investment strategy. Fair value is based on quoted market prices, where available. If market quotes are not available, fair value is based on internally developed models that use market-based or independent information as inputs. These models could produce a fair value that may not be reflective of future fair value.

Fair value information

   
At December 31   2004     2003  
   
    Carrying     Estimated     Carrying     Estimated  
    amount     fair value     amount     fair value  
 
Financial assets
                               
Cash and equivalents1
  $ 1,398     $ 1,398     $ 970     $ 970  
Accounts receivable1
    58       58       56       56  
Investments2
    134       134       130       130  
Derivative assets3
    422       422       410       410  
 
 
  $ 2,012     $ 2,012     $ 1,566     $ 1,566  
 
Financial liabilities
                               
Accounts payable1
  $ 335     $ 335     $ 245     $ 245  
Long-term debt4
    1,686       1,731       760       841  
Derivative liabilities3
    63       63       73       73  
Restricted stock units5
    6       6       10       10  
 
 
  $ 2,090     $ 2,135     $ 1,088     $ 1,169  
 
                                 


1. Recorded at cost. Fair value approximates the carrying amounts due to the short-term nature and generally negligible credit losses.
 
2. Recorded at fair value. Quoted market prices, when available, are used to determine fair value. If quoted market prices are not available, then fair values are estimated by using quoted prices of instruments with similar characteristics or discounted cash flows.
 
3. Recorded at fair value using liquid market pricing based on exchange traded prices, broker-dealer quotations or related input factors which assume all counterparties have the same credit rating.
 
4. Long-term debt is generally recorded at cost except for obligations that are designated in a fair value hedge relationship, which are recorded at fair value in periods where a hedge relationship exists. The fair value of long-term debt is based on current market interest rates, adjusted for our credit quality.
 
5. Recorded at fair value based on the period end market stock price.

e) Credit risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. For cash and equivalents and accounts receivable, credit risk represents the carrying amount on the balance sheet.

For derivatives, when the fair value is positive, this creates credit risk. When the fair value of a derivative is negative, we assume no credit risk. In cases where we have a legally enforceable master netting agreement with a counterparty, credit risk exposure represents the net amount of the positive and negative fair values for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

similar types of derivatives. For a net negative amount, we regard credit risk as being zero. A net positive amount for a counterparty is a reasonable measure of credit risk when there is a legally enforceable master netting agreement. We mitigate credit risk by:

     
>
  entering into derivatives with high credit-quality counterparties;
 
   
>
  limiting the amount of exposure to each counter-party; and
 
   
>
  monitoring the financial condition of counterparties.

Credit quality of financial assets

   
At December 31, 2004   S&P credit rating  
    AA - or higher     A - or higher     B to BBB     Total  
 
Cash and equivalents
  $ 744     $ 654     $     $ 1,398  
Derivatives1
    303       71             374  
Accounts receivable
                58       58  
 
 
  $ 1,047     $ 725     $ 58     $ 1,830  
 
Number of counterparties2
    14       5                
 
Largest counterparty (%)
    31.5       35.1                
 
                                 

Concentrations of credit risk

 
At December 31, 2004  
   
    United States     Canada     Other international     Total  
 
Cash and equivalents
  $ 1,172     $ 69     $ 157     $ 1,398  
Derivatives1
    145       193       36       374  
Accounts receivable
    7       22       29       58  
 
 
  $ 1,324     $ 284     $ 222     $ 1,830  
 
                                 


1.   The amounts presented reflect the net credit exposure after considering the effect of master netting agreements.
 
2.   For cash and equivalents and derivatives combined.

f ) Risks relating to the use of derivatives

By using derivatives, in addition to credit risk, we are affected by market risk and market liquidity risk. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in commodity prices, interest rates, gold lease rates, or currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this risk by establishing trading agreements with counterparties under which we are not required to post any collateral or make any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative.

Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We generally mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

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17. Other Long-Term Obligations

                 
At December 31   2004     2003  
 
Asset retirement obligations
  $ 334     $ 282  
Pension benefits (note 22)
    49       48  
Post-retirement benefits (note 22)
    26       26  
Derivative liabilities (note 16c)
    52       70  
Restricted stock units (note 21b)
    6       10  
Other
    32       28  
 
 
  $ 499     $ 464  
 

a) Asset retirement obligations (AROs)

                 
    2004     2003  
 
At January 1
  $ 318     $ 334  
AROs incurred in the period
    14        
Impact of revisions to expected cash flows
               
Adjustments to carrying amount of assets
    32        
Charged to earnings
    22       10  
Settlements
               
Cash payments
    (33 )     (40 )
Settlement gains
    (4 )     (3 )
Accretion
    18       17  
 
At December 31
    367       318  
Current part
    (33 )     (36 )
 
 
  $ 334     $ 282  
 

In 2003 we adopted FAS 143 and changed our accounting policy for reclamation and closure costs. Previously we accrued estimated reclamation and closure costs over the life of our mines using the units-of-production method based on the estimated recoverable ounces of gold in proven and probable reserves.

AROs arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. Under FAS 143 we record the fair value of an ARO when it is incurred. At operating mines the effect is recorded as an adjustment to the corresponding asset carrying amount. At closed mines, the adjustment is charged directly to earnings. The fair value of AROs are measured by discounting the expected cash flows using a discount factor that reflects the risk-free rate of interest. We prepare estimates of timing and amount of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances, or if we are required to submit updated mine closure plans to regulatory authorities. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics can impact required environmental protection measures and related costs; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. In general, as the end of the mine life becomes nearer, the reliability of expected cash flows increases. AROs are adjusted to reflect the passage of time (accretion) calculated by applying the discount factor implicit in the initial fair value measurement to the beginning of period carrying amount of the AROs. Accretion is recorded in earnings as an operating expense. Upon settlement of an ARO we record a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains are classified in other (income) expense. Other environmental remediation costs that are not AROs as defined by FAS 143 are expensed as incurred (see note 6).

The major parts of the carrying amount of AROs at the end of 2004 relate to: tailing and heap leach pad closure/rehabilitation – $69 million; demolition of buildings/mine facilities – $29 million; ongoing water treatment – $93 million; ongoing care and maintenance – $89 million; and other activities – $87 million.

18. Deferred Income Taxes

Recognition and measurement

We record deferred income tax assets and liabilities where temporary differences exist between the carrying amounts of assets and liabilities in our balance sheet and their tax bases. The measurement and recognition of deferred income tax assets and liabilities takes into

107

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

account: enacted rates that will apply when temporary differences reverse; interpretations of relevant tax legislation; tax planning strategies; estimates of the tax bases of assets and liabilities; and the deductibility of expenditures for income tax purposes. We recognize the effect of changes in our assessment of these estimates and factors when they occur. Changes in deferred income tax assets, liabilities and valuation allowances are allocated between net income and other comprehensive income based on the source of the change.

Deferred income taxes have not been provided on the undistributed earnings of foreign subsidiaries, which are considered to be reinvested indefinitely outside Canada. The determination of the unrecorded deferred income tax liability is not considered practicable.

Sources of deferred income tax assets and liabilities

 
At December 31   2004     20031  
 
Deferred tax assets
               
Tax loss carry forwards
  $ 295     $ 388  
Capital tax loss carry forwards
    48       52  
Alternative minimum tax (“AMT”) credits
    121       120  
Foreign tax credits
    3       3  
Asset retirement obligations
    106       85  
Property, plant and equipment
    158       129  
Post-retirement benefit obligations
    18       21  
Other
    9       40  
 
Gross deferred tax assets
    758       838  
Valuation allowances
    (578 )     (554 )
 
Net deferred tax assets
    180       284  
Deferred tax liabilities
               
Property, plant and equipment
    (127 )     (443 )
Derivatives
    (95 )     (99 )
 
 
  $ (42 )   $ (258 )
 
Classification:
               
Non-current assets (note 14)
  $ 97     $ 59  
Non-current liabilities
    (139 )     (317 )
 
 
  $ (42 )   $ (258 )
 
                 


1.   2003 deferred tax asset balances for property, plant and equipment and other have been restated with a corresponding restatement of valuation allowances.

Expiry dates of tax losses and AMT credits

   
                                            No        
                                            expiry        
    ’05     ’06     ’07     ’08     ’09+     date     Total  
 
Tax losses1
                                                       
Chile
  $     $     $     $     $     $ 670     $ 670  
Tanzania
                                  152       152  
U.S.
                            224             224  
Other
    28       23       6       14       109       24       204  
 
 
  $ 28     $ 23     $ 6     $ 14     $ 333     $ 846     $ 1,250  
 
AMT credits2
                                $ 121     $ 121  
 
                                                         


1.   Represents the gross amount of tax loss carry forwards translated at closing exchange rates at December 31, 2004.
 
2.   Represents the amounts deductible against future taxes payable in years when taxes payable exceeds “minimum tax” as defined by United States tax legislation.

Valuation allowances

We consider the need to record a valuation allowance against deferred tax assets on a country-by-country basis, taking into account the effects of local tax law. A valuation allowance is not recorded when we conclude that sufficient positive evidence exists to demonstrate that it is more likely than not that a deferred tax asset will be realized. The main factors considered are:

     
>
  historic and expected future levels of future taxable income;
 
   
>
  opportunities to implement tax plans that affect whether tax assets can be realized; and
 
   
>
  the nature, amount and expected timing of reversal of taxable temporary differences.

Levels of future taxable income are mainly affected by: market gold and silver prices; forecasted future costs and expenses to produce gold reserves; quantities of proven and probable gold reserves; market interest rates and foreign currency exchange rates. If these factors or other circumstances change, we record an adjustment to the valuation allowances to reflect our latest assessment of the amount of deferred tax assets that will more likely than not be realized.

A valuation allowance of $34 million has been set up against certain deferred tax assets in Argentina. Historically, we have had no income generating

108

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

operations in Argentina, but following the production start-up at Veladero in 2005, various factors will affect future levels of taxable income in Argentina, including the volume of gold produced and sold, gold selling prices and costs incurred to produce gold. It is reasonably possible that an adjustment will be made to this valuation allowance in the near term. A valuation allowance of $189 million has been set up against certain deferred tax assets in the United States. A majority of this valuation allowance relates to AMT credits which have an unlimited carry forward period. Increasing levels of future taxable income due to gold selling prices and other factors and circumstances may result in an adjustment to this valuation allowance.

Source of changes in deferred tax balances

 
For the years ended                  
December 31   2004     2003     2002  
 
Temporary differences
                       
Property, plant and equipment
  $ (86 )   $ 26     $ (30 )
Asset retirement obligations
    (21 )     (2 )     4  
Tax loss carry forwards
    93       (10 )     (22 )
Derivatives
    (4 )     82       13  
Other
    (5 )     4       (5 )
 
 
  $ (23 )   $ 100     $ (40 )
Adjustment to deferred tax balances due to change in tax status1
    (81 )            
Release of beginning of year valuation allowances
    (5 )     (62 )      
Outcome of tax uncertainties
    (120 )           (22 )
 
 
  $ (229 )   $ 38     $ (62 )
 
Intraperiod allocation to:
                       
Income before income taxes
  $ (225 )   $ (49 )   $ (75 )
Cumulative accounting changes
          5        
OCI
    (4 )     82       17  
Balance sheet reclassifications
    13       23       (17 )
 
 
  $ (216 )   $ 61     $ (75 )
 
                         


1.   Relates to change in tax status in Australia (note 7).

19. Capital Stock

a) Common shares

Our authorized capital stock includes an unlimited number of common shares (issued 533,575,185 shares); 9,764,929 First preferred shares, Series A (issued nil); 9,047,619 Series B (issued nil); 1 Series C special voting share (issued 1); and 14,726,854 Second preferred shares Series A (issued nil).

During 2004, we repurchased 4.47 million common shares (2003: 8.75 million) for $95 million (2003: $154 million), at an average cost of $21.20 per share (2003: $17.56). This resulted in a reduction of common share capital by $35 million (2003: $67 million) and a $60 million charge (being the difference between the repurchase cost and the average historic book value of shares repurchased) to retained earnings (2003: $87 million).

In 2004, we declared and paid dividends in US dollars totaling $0.22 per share (2003 – $0.22 per share, 2002 – $0.22 per share).

b) Exchangeable Shares

In connection with a 1998 acquisition, Barrick Gold Inc. (“BGI”), issued 11.1 million BGI exchangeable shares, which are each exchangeable for 0.53 of a Barrick common share at any time at the option of the holder, and have essentially the same voting, dividend (payable in Canadian dollars), and other rights as 0.53 of a Barrick common share. BGI is a subsidiary that holds our interest in the Hemlo and Eskay Creek Mines.

At December 31, 2004, 1.4 million (2003 – 1.5 million) BGI exchangeable shares were outstanding, which are equivalent to 0.7 million Barrick common shares (2003 – 0.8 million common shares). The equivalent common share amounts are reflected in the number of common shares outstanding.

At any time on or after December 31, 2008, or when fewer than 1.4 million BGI exchangeable shares are outstanding, we have the right to require the exchange of each outstanding BGI exchangeable share for 0.53 of a

109

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Barrick common share. While there are exchangeable shares outstanding, we are required to present summary consolidated financial information relating to BGI.

Summarized financial information for BGI

 
For the years ended                  
December 31   2004     2003     2002  
 
Total revenues and other income
  $ 216     $ 226     $ 203  
Less: costs and expenses
    287       238       191  
 
Income (loss) before taxes
  $ (71 )   $ (12 )   $ 12  
 
Net loss
  $ (41 )   $ (31 )   $ (1 )
 
                 
At December 31   2004     2003  
 
Assets
               
Current assets
  $ 67     $ 81  
Non-current assets
    119       236  
 
 
  $ 186     $ 317  
 
Liabilities and shareholders’ equity
               
Other current liabilities
    24       20  
Intercompany notes payable
    395       545  
Other long-term liabilities
    36       9  
Deferred income taxes
    20       67  
Shareholders’ equity
    (289 )     (324 )
 
 
  $ 186     $ 317  
 
                         

20. Other Comprehensive Income (Loss) (“OCI”)

                         
    2004     2003     2002  
 
Accumulated OCI at January 1
                       
Cash flow hedge gains, net of tax of $99, $17, $nil
  $ 189     $ 32     $ 25  
Investments, net of tax of $nil, $nil, $nil
    38       (6 )     (4 )
Currency translation adjustments, net of tax of $nil, $nil, $nil
    (147 )     (144 )     (123 )
Additional pension liability, net of tax of $nil, $nil, $nil
    (7 )     (7 )     (5 )
 
 
  $ 73     $ (125 )   $ (107 )
 
OCI for the year:
                       
Changes in fair value of cash flow hedges
    147       348       49  
Changes in fair value of investments
    (27 )     37       (5 )
Currency translation adjustments
    1       (3 )     (21 )
Adjustments to pension liability
    (5 )           (2 )
Less: reclassification adjustments for gains/losses recorded in earnings
                       
Transfers of cash flow hedge gains to earnings:
                       
On recording hedged items in earnings
    (132 )     (91 )     (25 )
Hedge ineffectiveness due to changes in timing of hedged items
    (2 )     (18 )      
Investments:
                       
(Gains) losses realized on sale
    (6 )     (4 )     3  
Other than temporary impairment charges
    5       11        
 
OCI, before tax
    (19 )     280       (1 )
Income tax recovery (expense) related to OCI
    4       (82 )     (17 )
 
Other comprehensive income (loss), net of tax
  $ (15 )   $ 198     $ (18 )
 
Accumulated OCI at December 31
                       
Cash flow hedge gains, net of tax of $95, $99, $17
    206       189       32  
Investments, net of tax of $nil, $nil, $nil
    10       38       (6 )
Currency translation adjustments, net of tax of $nil, $nil, $nil
    (146 )     (147 )     (144 )
Additional pension liability, net of tax of $nil, $nil, $nil
    (12 )     (7 )     (7 )
 
 
  $ 58     $ 73     $ (125 )
 

110

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. Stock-Based Compensation

a) Stock options

Employee stock option activity (number of shares in millions)2

   
    2004     2003     2002  
   
            Average             Average             Average  
    Shares     price     Shares     price     Shares     price  
 
C$ options
                                               
At January 1
    22               19               19          
Granted
    1     $ 28       5     $ 29       6     $ 25  
Exercised1
    (2 )   $ 25       (1 )   $ 24       (4 )   $ 25  
Cancelled/expired
    (2 )   $ 28       (1 )   $ 28       (2 )   $ 34  
 
At December 31
    19               22               19          
 
US $ options
                                               
At January 1
    2               3               6          
Granted
    5     $ 24                            
Exercised1
    (1 )   $ 15       (1 )   $ 13       (2 )   $ 12  
Cancelled/expired
                            (1 )   $ 25  
 
At December 31
    6               2               3          
 
                                                 


1.   The exercise price of the options is the closing share price on the day before the grant date. They vest evenly over four years, beginning in the year after granting, and are exercisable over 7 – 10 years. At December 31, 2004, 13 million (2003 – 1 million, 2002 – 5 million) common shares, in addition to those currently outstanding, were available for granting options.
 
2.   We are also obliged to issue about 0.3 million common shares (2003 – 0.5 million common shares) in connection with outstanding stock options assumed as part of a business combination in 1999. These options have an average exercise price of C$20 (2003 – C$20) and an average remaining term of one year.

Stock options outstanding (number of shares in millions)

   
    Outstanding     Exercisable  
Range of           Average     Average life             Average  
exercise prices   Shares     price     (years)     Shares     price  
 
C$ options
                                       
$22 – $31
    17     $ 27       7       10     $ 26  
$32 – $43
    2     $ 39       2       2     $ 39  
 
 
    19               6       12          
 
US$ options
                                       
$9 – $18
    1     $ 12       5              
$22 – $37
    5     $ 24       6       1     $ 30  
 
 
    6               6       1          
 
                                         

We record compensation cost for stock options based on the excess of the market price of the stock at the grant date of an award over the exercise price.

Historically, the exercise price for stock options has equaled the market price of stock at the grant date, resulting in no compensation cost.

111

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Option information

   
For the years ended December 31                  
(per share and option                  
amounts in dollars)   2004     2003     2002  
 
Fair value per option
  $ 6.87     $ 8.50     $ 6.40  
Valuation assumptions:
                       
Expected term (years)
    5       6       6  
Volatility
    30 %     40 %     40 %
Dividend yield
    1.0 %     1.0 %     1.4 %
Risk-free interest rate
    3.8 %     4.5 %     5.0 %
 
Pro forma effects
                       
Net income, as reported
  $ 248     $ 200     $ 193  
Stock-option expense
    (29 )     (24 )     (21 )
 
Pro forma net income
  $ 219     $ 176     $ 172  
 
Net income per share:
                       
As reported - Basic
  $ 0.47     $ 0.37     $ 0.36  
As reported - Diluted
  $ 0.46     $ 0.37     $ 0.36  
 
Pro forma1
  $ 0.41     $ 0.33     $ 0.32  
 
                         


1. Basic and diluted.

b) Restricted Stock Units (RSUs) and Deferred Share Units (DSUs)

Under our RSU Plan, selected employees are granted RSUs, where each RSU has a value equal to one Barrick common share. RSUs vest and will be settled on the third anniversary of the grant date. Additional RSUs are credited to reflect dividends paid on Barrick common shares. RSUs are recorded at fair value on the grant date, with a corresponding amount recorded as deferred compensation that is amortized on a straight-line basis over the vesting period. Changes in the fair value of the RSUs are recorded, with a corresponding adjustment to deferred compensation. Compensation expense for 2004 was $4 million (2003 - $4 million). At December 31, 2004, the weighted average remaining contractual life of RSUs was 2 years.

Under our DSU plan, Directors receive 50% of their basic annual retainer in the form of DSUs, with the option to elect to receive 100% of such retainer in DSUs. Each DSU has the same value as one Barrick common share. DSUs must be retained until the Director leaves the Board, at which time the cash value of the DSUs will be paid out. Additional DSUs are credited to reflect dividends paid on Barrick common shares. DSUs are recorded at fair value on the grant date and are adjusted for changes in fair value. Director’s fee expense for DSUs for 2004 was $0.6 million (2003: $0.2 million).

DSU and RSU activity

   
            Fair value             Fair value  
    DSUs     per unit     RSUs     per unit  
    (in thousands)     (in dollars)     (in thousands)     (in dollars)  
 
At December 31, 2001
        $       515     $ 16  
Canceled
                (30 )     20  
Dividends
                4       17  
 
At December 31, 2002
        $       489     $ 15  
Canceled
                (171 )     17  
Granted
    8       21       130       22  
Dividends
                4       20  
 
At December 31, 2003
    8     $ 23       452     $ 23  
Canceled
                (58 )     23  
Settled
                (293 )     25  
Granted
    23       22       131       24  
Dividends
                3       20  
 
At December 31, 2004
    31     $ 24       235     $ 24  
 
                                 

112

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22. Post-Retirement Benefits

a) Defined contribution pension plans

Certain employees take part in defined contribution employee benefit plans. We also have a retirement plan for certain officers of the Company, under which we contribute 15% of the officer’s annual salary and bonus. Our share of contributions to these plans, which is expensed in the year it is earned by the employee, was $19 million in 2004, $16 million in 2003 and $13 million in 2002.

b) Defined benefit pension plans

We have one qualified defined benefit pension plan that covers certain of our United States employees and provides benefits based on employees’ years of service. Our policy is to fund the amounts necessary on an actuarial basis to provide enough assets to meet the benefits payable to plan members under the Employee Retirement Income Security Act of 1974. Independent trustees administer assets of the plans, which are invested mainly in fixed-income and equity securities. On December 31, 2004, the qualified defined benefit plan was amended to freeze benefit accruals for all employees, resulting in a curtailment gain of $2 million.

As well as the qualified plan, we have nonqualified defined benefit pension plans covering certain employees and former directors of the Company. An irrevocable trust (“rabbi trust”) was set up to fund these plans. The fair value of assets held in this trust was $31 million in 2004 (2003 – $32 million), and is recorded in our consolidated balance sheet under Investments.

Actuarial gains and losses arise when the actual return on plan assets differs from the expected return on plan assets for a period, or when the expected and actuarial accrued benefit obligations differ at the end of the year. We amortize actuarial gains and losses over the average remaining life expectancy of plan participants, in excess of a 10% corridor.

Pension expense

                         
   
For the years ended                  
December 31   2004     2003     2002  
Return on plan assets
  $ (11 )   $ (11 )   $ (17 )
Service cost
                3  
Interest cost
    12       14       16  
Actuarial gains (losses)
    1             (1 )
Gain (loss) on curtailment/settlement
    (2 )     1       1  
 
 
  $     $ 4     $ 2  
 

c) Pension plan information

Fair value of plan assets

                 
   
For the years ended            
December 31   2004     2003  
 
Balance at January 1
  $ 166     $ 170  
Actual return on plan assets
    14       19  
Company contributions
    6       8  
Benefits paid
    (16 )     (31 )
 
Balance at December 31
  $ 170     $ 166  
 
                                 
   
At December 31             2004           2003  
    Target   Actual   Actual     Actual  
 
Composition of plan assets:
                               
Equity securities
    50 %     46 %   $ 78     $ 66  
Debt securities
    50 %     54 %     92       100  
 
 
    100 %     100 %   $ 170     $ 166  
 

113

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
Projected benefit obligation (PBO)
                 
   
For the years ended            
December 31   2004     2003  
Balance at January 1
  $ 221     $ 227  
Interest cost
    12       14  
Actuarial losses
    3       11  
Benefits paid
    (16 )     (31 )
Curtailments/settlements
    (2 )      
 
Balance at December 31
  $ 218     $ 221  
 
Funded status1
  $ (48 )   $ (55 )
Unrecognized actuarial losses
    11       11  
 
Net benefit liability recorded
  $ (37 )   $ (44 )
 
ABO2,3
  $ 217     $ 217  
 

1. Represents the fair value of plan assets less projected benefit obligations. Plan assets exclude investments held in a rabbi trust that are recorded separately on our balance sheet under Investments (fair value $31 million at December 31, 2004). In the year ending December 31, 2005, we do not expect to make any further contributions.
 
2. For 2004 we used a measurement date of December 31, 2004 to calculate accumulated benefit obligations.
 
3. Represents the ABO for all plans. The ABO for plans where the PBO exceeds the fair value of plan assets was $49 million (2003: $217 million).

Investment strategy

We employ a total return investment approach, whereby a mix of equities and fixed-income investments is used to maximize the long-term return of plan assets. Risk is diversified through a blend of equity and fixed-income investments, and also across geography and market capitalization in US large cap stocks, US small cap stocks, and international securities. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

Rate of return on plan assets

In estimating the long-term rate of return for plan assets, historical markets are studied and long-term historical returns on equities and fixed-income investments reflect the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are finalized.

Expected future benefit payments

         
   
 
For the years ending December 31  
 
2005
  $ 16  
2006
    15  
2007
    16  
2008
    16  
2009
    16  
2010 – 2014
  $ 89  
 

Total recorded benefit liability

                 
   
At December 31   2004     2003  
 
Current
  $     $ 3  
Non-current
    37       41  
 
Benefit plan liability
  $ 37     $ 44  
Additional minimum liability (note 20)
    12       7  
 
 
  $ 49     $ 51  
 

d) Actuarial assumptions

                         
   
For the years ended                  
December 31   2004   2003   2002
 
Discount rate1
                       
Benefit obligation
    5.50 %     6.25 %     6.50 %
Pension cost
    6.25 %     6.50 %     6.75 %
Return on plan assets1
    7.00 %     7.00 %     8.50 %
Wage increases
    5.00 %     5.00 %     5.00 %
 


1. Effect of a one-percent change: Discount rate: $22 million change in ABO and change in pension cost; Return on plan assets: $2 million change in pension cost.

e) Other post-retirement benefits

We provide post-retirement medical, dental, and life insurance benefits to certain employees. We use the corridor approach in the accounting for post-retirement benefits. Actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions are deferred and amortized over the average remaining life expectancy of participants when the net gains or losses exceed 10% of the accumulated post-retirement benefit obligation. In 2004, we recorded a benefit expense of $2 million (2003 – $nil, 2002 – $nil).

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Other post-retirement benefits expense

                         
   
For the years ended                  
December 31   2004     2003     2002  
 
Interest cost
  $ 2     $ 1     $ 2  
Prior service cost
                (1 )
Curtailments/settlements
          (1 )     (1 )
 
 
  $ 2     $     $  
 

Fair value of plan assets

                 
   
For the years ended            
December 31   2004     2003  
 
Balance at January 1
  $     $  
Contributions
    2       2  
Benefits paid
    (2 )     (2 )
 
Balance at December 31
  $     $  
 

Accumulated post-retirement benefit obligation (APBO)

                 
   
For the years ended            
December 31   2004     2003  
 
Balance at January 1
  $ 24     $ 28  
Interest cost
    2       1  
Actuarial losses
    5       (3 )
Benefits paid
    (2 )     (2 )
 
Balance at December 31
  $ 29     $ 24  
 
Funded status
    (29 )     (24 )
Unrecognized actuarial losses
    1       (4 )
 
Net benefit liability recorded
  $ (28 )   $ (28 )
 

We have assumed a health care cost trend of 10% in 2004, decreasing ratability to 5% in 2009 and thereafter. The assumed health care cost trend had a minimal effect on the amounts reported. A one percentage point change in the assumed health care cost trend rate at December 31, 2004 would have increased the post-retirement obligation by $3 million or decreased the post-retirement benefit obligation by $2 million and would have had no significant effect on the benefit expense for 2004.

Expected future benefit payments

         
 
For the years ending December 31        
 
2005
  $ 2  
2006
    2  
2007
    2  
2008
    2  
2009
    2  
2010 – 2014
  $ 9  
 

23. Contingencies, Litigation and Claims

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the guarantee. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.

Bre-X Minerals

In 1998, we were added as a defendant in a class action lawsuit initiated against Bre-X Minerals Ltd., and certain others in the United States District Court for the Eastern District of Texas, Texarkana Division. The class action alleges, among other things, that statements made by us in connection with our efforts to secure the right to develop and operate the Busang gold deposit in East Kalimantan, Indonesia were materially false and

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misleading and omitted to state material facts relating to the preliminary due diligence investigation undertaken by us in late 1996.

On March 31, 2003, the Court denied all of the Plaintiffs’ motions to certify the case as a class action. The Plaintiffs have not filed an interlocutory appeal of the Court’s decision denying class certification to the Fifth Circuit Court of Appeals. On June 2, 2003, the Plaintiffs submitted a proposed Trial and Case Management Plan, suggesting that the Plan would cure the defects in the Plaintiffs’ motions to certify the class. The Court has taken no action with respect to the proposed Trial and Case Management Plan. The Plaintiffs’ case against the Defendants may now proceed in due course, but not on behalf of a class of Plaintiffs but only with respect to the specific claims of the Plaintiffs named in the lawsuit. Having failed to certify the case as a class action, we believe that the likelihood of any of the named Defendants succeeding against Barrick with respect to their claims for securities fraud is remote. The amount of potential loss, if any, which we may incur arising out of the Plaintiffs’ claims is not determinable.

Blanchard complaint

On January 7, 2003, we were served with a Complaint for Injunctive Relief by Blanchard and Company, Inc. (“Blanchard”), and Herbert Davies (“Davies”). The complaint, which is pending in the U.S. District Court for the Eastern District of Louisiana, also names J.P. Morgan Chase & Company (“J.P. Morgan”) as a defendant, along with an unspecified number of additional defendants to be named later. The complaint, which has been amended several times, alleges that we and bullion banks with whom we entered into spot deferred gold sales contracts have manipulated the price of gold, in violation of U.S. anti-trust laws and the Louisiana Unfair Trade Practices and Consumer Protection Law. Blanchard and Davies both allege that they have been injured as a seller of gold due to reduced interest in gold as an investment. The complaint seeks damages and an injunction terminating certain of our trading agreements with J.P. Morgan and other bullion banks. In September 2003 the Court issued an Order granting in part and denying in part Barrick’s motions to dismiss this action. Discovery has commenced in the case and a trial date has been tentatively set for July 2005. We intend to defend the action vigorously.

McKenzie complaint

On September 21, 2004, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Louisiana against Barrick and J.P. Morgan. The plaintiffs, Dr. Gregg McKenzie and others are alleged purchasers of gold and gold derivatives. The complaint alleges violations of the U.S. anti-trust laws and also of the Commodity Exchange Act, based upon the same conduct as alleged in the Blanchard complaint. The complaint seeks damages and an injunction terminating certain of our trading agreements with J.P. Morgan. On December 17, 2004, a second and substantially identical complaint was filed in the same court against the same defendants. Barrick has not yet been served with this second complaint. Barrick intends to defend both actions vigorously.

Wagner complaint

On June 12, 2003, a complaint was filed against Barrick and several of its current or former officers in the U.S. District Court for the Southern District of New York. The complaint is on behalf of Barrick shareholders who purchased Barrick shares between February 14, 2002 and September 26, 2002. It alleges that Barrick and the individual defendants violated U.S. securities laws by making false and misleading statements concerning Barrick’s projected operating results and earnings in 2002. The complaint seeks an unspecified amount of damages. Other parties on behalf of the same proposed class of Barrick shareholders filed several other complaints, making the same basic allegations against the same defendants. In September 2003, the cases were consolidated into a single action in the Southern District of New York. The plaintiffs filed a Consolidated and/or Amended Complaint on November 5, 2003. On January 14, 2004 Barrick filed a motion to dismiss the complaint. On September 29, 2004, the Court issued an order granting in part and denying in part Barrick’s motion to dismiss the action. The Court granted the

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plaintiffs leave to file a Second Amended Complaint, which was filed on October 20, 2004. The plaintiffs filed a Third Amended Complaint on January 6, 2005. We intend to defend the action vigorously.

Wilcox complaint

On September 8, 2004, two of our U.S. subsidiaries, Homestake Mining Company of California (“Home-stake California”) and Homestake Mining Company (“Homestake”) were served with a First Amended Complaint by persons alleging to be current or former residents of a rural area near the former Grants Uranium Mill. The Complaint, which was filed in the U.S. District Court for the District of New Mexico, identifies 26 plaintiffs. Homestake and Homestake California, along with an unspecified number of unidentified defendants, are named as defendants. The plaintiffs allege that they have suffered a variety of physical, emotional and financial injuries as a result of exposure to radioactive and other hazardous substances. The Complaint seeks an unspecified amount of damages. A motion to dismiss the claim was filed with the Court, but the Court has not yet ruled on the motion. We intend to defend the action vigorously.

24. Joint Ventures

Our major interests in joint ventures are a 50% interest in the Kalgoorlie Mine in Australia; a 50% interest in the Round Mountain Mine in the United States; and a 50% interest in the Hemlo Mine in Canada.

Summary financial information (100%)

Income statement and cash flow information

                         
   
For the years ended                  
December 31   2004     2003     2002  
 
Revenues
  $ 889     $ 775     $ 650  
Costs and expenses
    663       638       582  
 
Net income
  $ 226     $ 137     $ 68  
 
Operating activities1
  $ 291     $ 127     $ 175  
Investing activities1
  $ (46 )   $ (60 )   $ (54 )
Financing activities1
  $     $     $  
 


1. Net cash inflow (outflow).

Balance sheet information

                 
   
At December 31   2004     2003  
 
Assets
               
Inventories
  $ 102     $ 99  
Property, plant and equipment
    506       543  
Other assets
    93       64  
 
 
  $ 701     $ 706  
 
Liabilities
               
Current liabilities
  $ 87     $ 77  
Long-term obligations
    110       104  
 
 
  $ 197     $ 181  
 

25. Differences from Canadian Generally Accepted Accounting Principles

These consolidated financial statements have been prepared in accordance with US GAAP. A reconciliation of our income statement and balance sheet between US GAAP and Canadian GAAP is presented below together with a description of the significant measurement differences affecting these financial statements.

a) Business combinations

The acquisitions of Sutton Resources Ltd. (“Sutton”) and Homestake Mining Company (“Homestake”), which were accounted for using the pooling-of-interests method under US GAAP, were accounted for as a purchase under Canadian GAAP. Under US GAAP, the assets, liabilities and shareholders’ equity of Sutton and Homestake were combined with the Company’s own recorded amounts. Comparative figures were restated for all periods presented prior to the acquisitions to include the combined statements of income, cash flow and balance sheets of the merged entities adjusted to conform to our US GAAP accounting policies. Under Canadian GAAP, rules which existed at the time of the Sutton and Homestake acquisitions prior to the effective date of CICA 1581, Business Combinations, allowed for two possible accounting methods, the purchase method or the pooling-of-interests method. The selection of the method of accounting used for business combinations under the previous rules depended upon whether or not

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one of the combining companies could be identified as an acquirer. In situations where voting shares were issued or exchanged to effect the combination, factors relating to control over the resultant combined company were considered. Under these previous rules, due to the fact that the Barrick shareholders (as a group) held more than 50% of the voting shares of the combined company after the acquisitions of Sutton and Homestake, Barrick was identified as the acquirer, thereby requiring the purchase method to be used under Canadian GAAP. The application of the purchase method under Canadian GAAP required that identifiable assets and liabilities of the acquired entity be recorded at fair values at the date of acquisition, with any excess purchase price allocated to goodwill. This resulted in certain assets and liabilities being recorded at different carrying amounts under Canadian GAAP compared with US GAAP. These differences arise because their fair values at the date of acquisition differed from historic cost, which is the basis of accounting under the pooling-of-interests method under US GAAP. The assets and liabilities most significantly affected are: property, plant and equipment, inventories, and goodwill.

b) Exploration and development expenditures

For Canadian GAAP purposes, we capitalize mine development costs on our properties after proven and probable reserves have been found as well as on some properties where we have found non-reserve material that does not meet all the criteria required for classification as proven or probable reserves. The determination as to whether the existence of non-reserve material should result in the capitalization of mine development costs is based on various factors, including: the existence and nature of known mineralization; the location of the property (for example, whether the presence of existing mines and ore bodies in the immediate vicinity increases the likelihood of development of a mine on the property); whether the ore body is an extension of an existing producing ore body on an adjacent property; the results of recent drilling on the property; and the existence of a feasibility study or other analysis to demonstrate that mineralization is expected to be commercially recoverable. Under US GAAP, exploration and development expenditures incurred on properties where mineralization has not been classified as a proven and probable reserve under SEC rules are expensed as incurred. Accordingly, certain expenditures are capitalized for Canadian GAAP purposes but expensed under US GAAP.

c) Amortization of property, plant and equipment

Under Canadian GAAP, amortization of property, plant and equipment using the units-of-production method is calculated using proven and probable mineral reserves and non-reserve material (when sufficient objective evidence exists to support a conclusion that it is probable the non-reserve material will be produced). For US GAAP purposes, amortization is calculated for historical capitalized costs incurred to access specific ore blocks or areas using only proven and probable reserves within the specific block or area; infrastructure and other common costs which have a useful life over the entire mine are amortized over total accessible proven and probable reserves of the mine. These different methods result in a different rate of amortization for Canadian GAAP compared to US GAAP.

In addition, a difference in the amount of amortization expense results where differences exist in the carrying amounts of property, plant and equipment between US GAAP and Canadian GAAP, due to the historic effects of the application of GAAP to these items (for example, arising from differences in business combinations accounting, capitalization of exploration expenditures, and accounting for asset retirement obligations).

d) Goodwill

Under Canadian GAAP, on the acquisition of Home-stake, goodwill was identified and was allocated to reporting units by preparing estimates of the fair value of each reporting unit and comparing this amount to the fair value of assets and liabilities in the reporting unit.

Under Canadian GAAP, we test goodwill for impairment annually in the fourth quarter of our fiscal year, however, if there is indication of an impairment in goodwill during the year, we will do an assessment at that time. This impairment assessment involves estimat-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ing the fair value of each reporting unit that includes goodwill. We compare this fair value to the total carrying amount of the reporting unit (including goodwill). If the fair value exceeds this carrying amount, we consider that goodwill is not impaired. If the fair value is less than this carrying amount, then we estimate the fair values of all identifiable assets and liabilities in the reporting unit, and compare this net fair value of assets less liabilities to the estimated fair value of the entire reporting unit. The difference represents the fair value of goodwill, and if necessary, we reduce the carrying amount of goodwill to this fair value.

e) Future income taxes

Under US GAAP, acquisitions occurring prior to January 1, 2000 have been accounted for by grossing up assets and deferred tax liabilities for the underlying tax effect of treating the purchase consideration allocated to assets acquired that is not tax deductible as a temporary taxable difference. Under the transition provisions of CICA 3465, that was adopted effective January 1, 2000, the recorded amounts of assets acquired were not restated to reflect differences in their carrying amounts at acquisition for tax and accounting purposes. Consequently, under Canadian GAAP, property, plant and equipment was $190 million lower and future income tax liabilities were $94 million higher than the amounts recorded under US GAAP.

Where assets and liabilities are recorded at different carrying amounts for US GAAP and Canadian GAAP, due to differences in the accounting policies that affect these assets and liabilities, a difference also arises in the amount of temporary differences that give rise to deferred tax assets and liabilities. Consequently, the amounts of deferred tax assets and liabilities recorded under US GAAP differ from the amounts of future income taxes recorded under Canadian GAAP.

f) Impairment evaluations for long-lived assets

Under US GAAP, financing costs are excluded from the evaluation of long-lived assets for impairment purposes. Under Canadian GAAP, in years 2003 and prior, financing costs were included in impairment evaluations, but where an asset was impaired, the asset was reduced to its net recoverable amount, calculated as the estimated future undiscounted net cash flow expected to be generated by the asset. Under US GAAP, if assets are impaired, a reduction in the carrying amount to estimated fair value is required. Fair value is estimated by discounting the expected future net cash flows using a discount factor. The adoption of CICA 3063 under Canadian GAAP on January 1, 2004 conformed the measurement of impairment with US GAAP prospectively for future periods.

g) Investments

Under US GAAP available for sale securities are recorded at fair value, with unrealized gains or losses included in other comprehensive income. Under Canadian GAAP, the concept of comprehensive income does not exist and these investments are recorded at cost.

h) Derivatives

Under Canadian GAAP, derivatives that qualify for hedge accounting treatment are recognized on the balance sheet only to the extent that cash has been paid or received together with adjustments necessary to offset recognized gains or losses arising on the hedged items. Under US GAAP, such derivatives are recognized on the balance sheet at fair value with a corresponding charge or credit recorded in other comprehensive income.

i) Minimum pension liability

Under US GAAP, if the accumulated pension plan benefit obligation exceeds the market value of plan assets, a minimum pension liability for the excess is recognized to the extent that the liability recorded in the balance sheet is less than the minimum liability. Any portion of this additional liability that relates to unrecognized prior service cost is recognized as an intangible asset while the remainder is charged to comprehensive income. Canadian GAAP does not require us to record a minimum liability and does not have the concept of comprehensive income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

j) Asset retirement obligations

Under US GAAP, FAS 143 was adopted effective January 1, 2003 relating to asset retirement obligations. Under Canadian GAAP, a similar standard was effective for our 2004 fiscal year, CICA 3110 – Asset Retirement Obligations. CICA 3110 required retroactive restatement of financial statements for prior periods, and accordingly comparative information for Canadian GAAP now reflects the requirements of CICA 3110. Both of these standards are established for the recognition and measurement of liabilities for legal obligations associated with the retirement of a long-lived asset that result from its acquisition, construction, development or normal operation. Under US GAAP, the effect of the adoption of FAS 143 was recorded in the income statement for the three months ended March 31, 2003. Under Canadian GAAP, the cumulative effect was recorded as an adjustment to the opening retained earnings for the earliest period presented. Due to the difference in timing of adoption of FAS 143 and CICA 3110, the amount of amortization and accretion recorded differ under US and Canadian GAAP.

k) Foreign currency

Under US GAAP, translation adjustments that arise on the translation of financial statements of entities whose functional currency is not the US dollar are reported as a component of comprehensive income. Under Canadian GAAP, the concept of comprehensive income does not exist and these translation adjustments are reported as a separate component of shareholders’ equity, called “cumulative translation adjustments”.

l) Revenue

Under Canadian GAAP purchase accounting rules, Homestake gold sales contracts existing at the date of acquisition were recorded at fair value and any previous deferred revenue balances eliminated. As these contracts are delivered into, the revenue recorded under Canadian GAAP is reduced to the extent of the original fair value adjustment. Under US GAAP pooling rules, existing Homestake deferred revenue balances were carried forward and recorded in the period of delivery. Differences between Canadian and US GAAP revenue arise from these different business combination accounting practices.

m) Stock-based compensation

Under US GAAP, through the end of 2004 we continued to account for stock-based compensation using the intrinsic value method under APB 25. Under Canadian GAAP, effective January 1, 2004, CICA 3870, Stock-Based Compensation and Other Stock-Based Payments became effective, and required us to record a compensation expense in our income statement based on the fair value of options granted. We elected to adopt CICA 3870 retroactively with restatement of prior periods to include an expense of the type that was previously included under the pro forma note disclosure. The cumulative amount of compensation expense under Canadian GAAP was recorded within contributed surplus in the balance sheet. The adoption of FAS 123R under US GAAP in 2005 will conform the accounting treatment with Canadian GAAP for future stock option grants, but some differences will remain between US and Canadian GAAP for stock option grants in 2004 and prior years due to the differing transition rules under CICA 3870 and FAS 123R.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

n) Consolidated Balance Sheets

                                                         
For the years ended December 31           2004   2003
 
                            Canadian                     Canadian  
    Notes     US GAAP     Adjustments     GAAP     US GAAP     Adjustments     GAAP  
 
Assets
                                                       
Current assets
                                                       
Cash and equivalents
          $ 1,398     $     $ 1,398     $ 970     $     $ 970  
Accounts receivable
            58             58       56             56  
Inventories
    a       215       2       217       164       3       167  
Other current assets
    h, l       286       (105 )     181       178       (112 )     66  
 
 
            1,957       (103 )     1,854       1,368       (109 )     1,259  
Investments
    g       134       (10 )     124       130       (38 )     92  
Property, plant and equipment
    a, b, c, f, j       3,391       1,138       4,529       3,128       1,331       4,459  
Capitalized mining costs, net
            226             226       235             235  
Goodwill
    a, d             868       868             1,081       1,081  
Other assets
    a, e, h, l       566       (333 )     233       497       (284 )     213  
 
Total assets
          $ 6,274     $ 1,560     $ 7,834     $ 5,358     $ 1,981     $ 7,339  
 
Liabilities and Shareholders’ Equity
                                                       
Accounts payable
          $ 335     $     $ 335     $ 245     $     $ 245  
Other current liabilities
    h, j       83       (11 )     72       119       14       133  
 
 
            418       (11 )     407       364       14       378  
Long-term debt
    h       1,655       5       1,660       719       (1 )     718  
Other long-term obligations
    h, i, j       499       (28 )     471       464       (30 )     434  
Deferred/Future income tax liabilities
    e       139       (34 )     105       317       59       376  
 
Total liabilities
            2,711       (68 )     2,643       1,864       42       1,906  
 
Capital stock
    a       4,129       859       4,988       4,115       861       4,976  
Retained earnings (deficit)
    a       (624 )     819       195       (694 )     1,162       468  
Accumulated other comprehensive income (loss)
    g, h, i, k       58       (58 )           73       (73 )      
Contributed surplus
    m             31       31             13       13  
Cumulative translation adjustments
    k             (23 )     (23 )           (24 )     (24 )
 
Total shareholders’ equity
            3,563       1,628       5,191       3,494       1,939       5,433  
 
Total liabilities and shareholders’ equity
          $ 6,274     $ 1,560     $ 7,834     $ 5,358     $ 1,981     $ 7,339  
 


1.   Effective January 1, 2004, we adopted CICA 3870 and CICA 3110 and changed our accounting policies for stock options and asset retirement obligations. These pronouncements were adopted retroactively with restatement of prior periods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

o) Reconciliation of shareholders’ equity

                                         
At December 31, 2004                                        
   
                    Retained     Other     Cumulative  
            Capital     earnings     comprehensive     translation  
    Notes     stock     (deficit)     income     adjustments  
 
Balance per US GAAP
          $ 4,129     $ (624 )   $ 58     $  
Adjustments (net of tax effects):
                                       
Valuation of equity issued in business combinations1
            (293 )                        
Cumulative effect of differences in accounting policies
                                       
Amortization of property, plant and equipment
    c               183                  
Exploration and development costs
    b               159                  
Provisions for mining assets in 2000 and 19972
                    683                  
Investments
    g                     (10 )        
Derivatives accounted for as cash flow hedges
    h                     (206 )        
Non-hedge derivative adjustments
                    (25 )                
Minimum pension liability
    i                     12          
Asset retirement obligations
    j               (5 )                
Interest capitalization
    p2               8                  
Stock-based compensation expense
    m               (35 )                
Classification of exchangeable shares
            (11 )                        
Other
            (1 )     1                  
Cumulative effect of differences in accounting for business combinations under the pooling-of- interests versus the purchase method
                                       
Excess of fair value of shareholders’ equity over historic book value
    a       1,185             122       1  
Deficit of Sutton and Homestake at acquisition
    a               749                  
Amortization of property, plant and equipment
    c               (111 )                
Deferred revenue
    l               (23 )                
Gains on asset sales
    a               (40 )                
Merger related costs
                    19                  
Impairment of long-lived assets
    p7, p8               (107 )                
Homestake inventory
    a               (23 )                
Impairment of goodwill
    d               (232 )                
Effect of different book values of capital stock on common share repurchases
            (21 )     21                  
Deferred income taxes
                                       
Effect of difference in timing of adoption of CICA 3465 versus FAS 109
    e               (284 )                
Effect on deferred tax assets and liabilities of temporary differences for US GAAP and Canadian GAAP purposes
    e               16                  
Tax valuation allowances
    p3               (135 )                
Reclassification of translation adjustments
    k                     24       (24 )
 
Balance per Canadian GAAP
          $ 4,988     $ 195     $     $ (23 )
 


1. In determining the value of the shares exchanged in acquisitions, for accounting purposes under US GAAP we used the unadjusted quoted market prices of our shares. For Canadian GAAP purposes, the value was adjusted by a 5% to 20% discount reflecting the fact that the market value for a large block of common shares is less than our quoted share price. The recognition of this discount to the value of common shares issued for Canadian GAAP purposes resulted in a reduction in the value of the shares for accounting purposes and cost of acquisitions by $293 million.

2. The impact of applying US GAAP in calculating the provisions for mining assets in 2000 and 1997 was to reduce property, plant and equipment by $780 million offset by future income taxes of $97 million for a net reduction in shareholders’ equity of $683 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

p) Reconciliation of consolidated net income

                                 
For the years ended December 31   Notes     2004     2003     2002  
 
Net income – US GAAP
          $ 248     $ 200     $ 193  
Amortization of property, plant and equipment
    c       (16 )     4       28  
Exploration and development expenditures
    b       25       53       52  
Asset retirement obligations
    j       1       10       (9 )
Cumulative effect of accounting changes under US GAAP
    c, j             17        
Gains on asset sales1
    a       (32 )     (10 )      
Interest capitalized2
            4       9        
Release of deferred income tax valuation allowances3
    a, e       (29 )     (87 )     (19 )
Future income tax expense4
    e       60       10       15  
Deferred revenue
    l             (29 )     (20 )
Non-hedge derivative adjustments5
                        (26 )
Homestake inventory6
    a       (1 )     (2 )     (21 )
Impairment of goodwill7
    d       (184 )     (48 )      
Impairment of long-lived assets8
            (160 )            
Stock-based compensation expense9
            (21 )     (12 )     (2 )
Other items
            3       2       11  
 
Net income (loss) – Canadian GAAP
          $ (102 )   $ 117     $ 202  
 
Net income (loss) per share (dollars)
                               
Basic and fully diluted
          $ (0.19 )   $ 0.22     $ 0.37  
 


1. The gains on sale under Canadian GAAP are different from US GAAP due to the fact that the carrying amount of assets sold was higher under Canadian GAAP.
 
2. Under Canadian GAAP the Lagunas Norte and Veladero projects met the criteria for interest capitalization earlier than under US GAAP.
 
3. In 2004, a release of valuation allowance of $29 million was recorded as a reduction of goodwill under Canadian GAAP, but this amount was recorded in earnings under US GAAP. In 2003, under Canadian GAAP, differences in the carrying amount of certain assets recorded at fair value at the acquisition of Homestake resulted in valuation allowances totaling $23 million not being historically required under Canadian GAAP. The remaining amount in 2003 relates to a release of valuation allowances under US GAAP totaling $118 million that has been recorded as a reduction of goodwill and other intangible assets under Canadian GAAP, offset by the release of certain valuation allowances to earnings under Canadian GAAP totaling $54 million.
 
4. The adjustment to future tax expense reflects the reversal of temporary differences under Canadian GAAP caused by other adjustments that were made to reconcile US GAAP net income to Canadian GAAP net income. The adjustment also reflects other differences in accounting for income taxes as described in note 25e.
 
5. Certain derivatives classified as “non-hedge derivatives” under US GAAP were accounted for under Canadian GAAP as either hedge derivatives; or recorded at cost with gains and losses recorded either at maturity or when losses were determined to be other than temporary.
 
6. Certain ore in stockpile and in process inventory held by Homestake, which was adjusted to fair value at the date of acquisition, caused an adjustment to cost of sales when the inventory was processed and sold.
 
7. In 2004, an impairment charge of $184 million (2003 – $48 million) was recorded against goodwill that arose in the Homestake merger under Canadian GAAP.
 
8. Various exploration properties in Peru were written down by $67 million under US GAAP in 2004 on completion of an impairment test. The carrying amount of these properties was $nil under Canadian GAAP due to historic differences in the purchase accounting treatment between US and Canadian GAAP when the properties were originally acquired in 1996. Under Canadian GAAP, impairment charges totaling $227 million were recorded against the carrying amount of the Cowal development project and various Australian exploration-stage properties acquired in the Homestake merger whose carrying amounts are higher than US GAAP because they were recorded at fair value at the date of acquistition.
 
9. Under Canadian GAAP a new accounting standard was adopted in 2004 that requires the expensing of stock options. The new Canadian GAAP accounting standard was adopted retroactively with restatement of prior periods. Under US GAAP, the adoption of FAS 123R in 2005 will conform the accounting treatment of stock options, although due to differing transitional rules under US GAAP some differences from Canadian GAAP will remain.

123

BARRICK Annual Report 2004

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

q) Consolidated statements of cash flow under Canadian GAAP

Exploration and development expenditures that were capitalized under Canadian GAAP, but expensed under US GAAP, were $25 million in 2004 (2003 – $53 million; 2002 – $52 million). This represents the differences in cash flows from operating and investing activities between US GAAP and Canadian GAAP.

                         
For the years ended December 31   2004     2003     2002  
 
Activities:
                       
Operating
  $ 535     $ 581     $ 651  
Investing
    (848 )     (396 )     (121 )
Financing
    741       (266 )     (61 )
 
Effect of foreign exchange rate changes on cash
          7       1  
Cash and equivalents at beginning of period
    970       1,044       574  
 
Cash and equivalents at end of period
  $ 1,398     $ 970     $ 1,044  
 

124

BARRICK Annual Report 2004

 


 

Gold Mineral Reserves and Mineral Resources


The table on the next page sets forth Barrick’s interest in the total proven and probable gold mineral reserves at each property. For further details of proven and probable mineral reserves and measured, indicated and inferred mineral resources by category, see pages 127 and 128.

The Company has carefully prepared and verified the mineral reserve and mineral resource figures and believes that its method of estimating mineral reserves has been verified by mining experience. These figures are estimates, however, and no assurance can be given that the indicated quantities of gold will be produced. Gold price fluctuations may render mineral reserves containing relatively lower grades of gold mineralization uneconomic. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of ore bodies or the processing of new or different ore grades, could affect the Company’s profitability in any particular accounting period.

Definitions

A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories.

An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence, limited sampling and reasonably assumed but not verified geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Mineral resources, which are not mineral reserves, do not have demonstrated economic viability.

A mineral reserve is the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral reserves are sub-divided in order of increasing confidence into probable mineral reserves and proven mineral reserves.

A probable mineral reserve is the economically mineable part of an indicated and, in some circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

A proven mineral reserve is the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

125

BARRICK Annual Report 2004

 


 

MINERAL RESERVES AND MINERAL RESOURCES

Summary Gold Mineral Reserves
and Mineral Resources
For the years ended December 31

                                                       
                2004                       2003        
       
        Tons     Grade     Ounces       Tons     Grade     Ounces  
Based on attributable ounces       (000s)     (oz/ton)     (000s)       (000s)     (oz/ton)     (000s)  
       
North America
                                                     
Goldstrike Open Pit
  (proven and probable)     123,334       0.131       16,188         109,742       0.143       15,685  
 
  (mineral resource)     22,318       0.050       1,107         37,403       0.061       2,264  
Goldstrike Underground
  (proven and probable)     7,575       0.392       2,970         9,177       0.377       3,460  
 
  (mineral resource)     6,268       0.379       2,373         5,841       0.426       2,489  
Goldstrike Property Total
  (proven and probable)     130,909       0.146       19,158         118,919       0.161       19,145  
 
  (mineral resource)     28,586       0.122       3,480         43,244       0.110       4,753  
Round Mountain (50%)
  (proven and probable)     86,983       0.018       1,538         89,852       0.018       1,583  
 
  (mineral resource)     45,364       0.015       666         37,770       0.017       645  
East Archimedes
  (proven and probable)     17,093       0.059       1,011                      
 
  (mineral resource)     3,049       0.061       187         15,632       0.050       786  
Hemlo (50%)
  (proven and probable)     13,946       0.090       1,260         17,557       0.099       1,744  
 
  (mineral resource)     5,251       0.113       594         3,017       0.090       271  
Eskay Creek
  (proven and probable)     485       1.058       513         927       1.015       941  
 
  (mineral resource)     476       0.538       256         422       0.287       121  
Marigold (33%)
  (proven and probable)     32,244       0.023       744         31,089       0.024       737  
 
  (mineral resource)     17,768       0.022       387         13,334       0.020       268  
Holt-McDermott
  (proven and probable)                         340       0.162       55  
 
  (mineral resource)                         452       0.195       88  
       
South America
                                                     
Pascua-Lama
  (proven and probable)     360,759       0.049       17,615         296,411       0.057       16,862  
 
  (mineral resource)     43,468       0.064       2,797         115,845       0.030       3,487  
Veladero
  (proven and probable)     396,517       0.032       12,849         317,187       0.035       11,115  
 
  (mineral resource)     21,804       0.021       449         67,715       0.023       1,540  
Lagunas Norte
  (proven and probable)     229,449       0.040       9,123         159,250       0.045       7,155  
 
  (mineral resource)     16,153       0.024       395         25,751       0.067       1,735  
Pierina
  (proven and probable)     65,026       0.039       2,508         61,393       0.045       2,768  
 
  (mineral resource)     15,363       0.022       341         25,421       0.016       419  
       
Australia/Africa
                                                     
Kalgoorlie (50%)
  (proven and probable)     87,894       0.059       5,181         97,047       0.061       5,894  
 
  (mineral resource)     12,798       0.068       866         44,584       0.058       2,580  
Plutonic
  (proven and probable)     18,291       0.137       2,512         20,635       0.128       2,646  
 
  (mineral resource)     13,203       0.158       2,085         13,395       0.147       1,967  
Cowal
  (proven and probable)     63,600       0.039       2,495         63,600       0.039       2,495  
 
  (mineral resource)     47,534       0.034       1,596         47,534       0.034       1,596  
Lawlers
  (proven and probable)     3,222       0.126       405         3,234       0.124       402  
 
  (mineral resource)     4,824       0.159       765         8,777       0.129       1,136  
Darlot
  (proven and probable)     7,142       0.147       1,048         7,627       0.149       1,135  
 
  (mineral resource)     3,984       0.119       473         4,194       0.130       546  
Bulyanhulu
  (proven and probable)     23,913       0.443       10,596         27,882       0.391       10,907  
 
  (mineral resource)     4,253       0.546       2,321         4,300       0.440       1,894  
Tulawaka (70%)
  (proven and probable)     1,077       0.355       382         1,093       0.337       368  
 
  (mineral resource)     584       0.068       40         680       0.066       45  
Buzwagi
  (proven and probable)                                      
 
  (mineral resource)     27,127       0.074       2,016                      
       
Other
  (proven and probable)     287       0.411       118                      
 
  (mineral resource)     4,702       0.158       744         4,722       0.170       812  
       
Total
  (proven and probable)     1,538,837       0.058       89,056         1,314,043       0.065       85,952  
 
  (mineral resource)     316,291       0.065       20,458         476,839       0.052       24,689  
       

126

BARRICK Annual Report 2004

 


 

MINERAL RESERVES AND MINERAL RESOURCES

Gold Mineral Reserves1
As at December 31, 2004

                                                                         
 
    Proven     Probable     Total  
Based on   Tons     Grade     Ounces     Tons     Grade     Ounces     Tons     Grade     Ounces  
attributable ounces   (000s)     (oz/ton)     (000s)     (000s)     (oz/ton)     (000s)     (000s)     (oz/ton)     (000s)  
 
North America
                                                                       
Goldstrike Open Pit
    66,943       0.121       8,077       56,391       0.144       8,111       123,334       0.131       16,188  
Goldstrike Underground
    2,871       0.494       1,419       4,704       0.330       1,551       7,575       0.392       2,970  
Goldstrike Property Total
    69,814       0.136       9,496       61,095       0.158       9,662       130,909       0.146       19,158  
Round Mountain (50%)
    50,123       0.017       831       36,860       0.019       707       86,983       0.018       1,538  
East Archimedes
    7,363       0.061       446       9,730       0.058       565       17,093       0.059       1,011  
Hemlo (50%)
    8,611       0.103       885       5,335       0.070       375       13,946       0.090       1,260  
Eskay Creek
    233       1.124       262       252       0.996       251       485       1.058       513  
Marigold (33%)
    17,777       0.024       421       14,467       0.022       323       32,244       0.023       744  
 
South America
                                                                       
Pascua-Lama
    35,124       0.058       2,035       325,635       0.048       15,580       360,759       0.049       17,615  
Veladero
    21,306       0.038       799       375,211       0.032       12,050       396,517       0.032       12,849  
Lagunas Norte
    4,644       0.044       206       224,805       0.040       8,917       229,449       0.040       9,123  
Pierina
    26,234       0.055       1,446       38,792       0.027       1,062       65,026       0.039       2,508  
 
Australia/Africa
                                                                       
Kalgoorlie (50%)
    48,079       0.055       2,621       39,815       0.064       2,560       87,894       0.059       5,181  
Plutonic
    358       0.025       9       17,933       0.140       2,503       18,291       0.137       2,512  
Cowal
    5,191       0.046       238       58,409       0.039       2,257       63,600       0.039       2,495  
Lawlers
    1,082       0.124       134       2,140       0.127       271       3,222       0.126       405  
Darlot
    2,798       0.120       337       4,344       0.164       711       7,142       0.147       1,048  
Bulyanhulu
    1,915       0.401       767       21,998       0.447       9,829       23,913       0.443       10,596  
Tulawaka (70%)
    22       0.273       6       1,055       0.356       376       1,077       0.355       382  
 
Other
                      287       0.411       118       287       0.411       118  
 
Total
    300,674       0.070       20,939       1,238,163       0.055       68,117       1,538,837       0.058       89,056  
 


1. Mineral reserves (“reserves”) have been calculated as at December 31, 2004 in accordance with National Instrument 43-101, as required by Canadian securities regulatory authorities and, for the United States, in accordance with Industry Guide 7 (under the Securities Exchange Act of 1934) as interpreted by the Staff of the U.S. Securities and Exchange Commission. Calculations have been prepared by employees of Barrick under the supervision of René L. Marion, P.Eng., Vice-President, Technical Services of Barrick. Except as noted below, reserves have been calculated using an assumed gold price of US$375 per ounce, a silver price of US$5.50 per ounce and an exchange rate of $1.45 C$/US$. Reserves at the Australian properties assumed a gold price of A$560 per ounce. Reserves at the Hemlo property assumed a gold price of US$350 per ounce and an exchange rate of $1.35 C$/US$. Reserves at Round Mountain are based on pit designs consistent with a gold price of US$375 per ounce. Reserves at the Marigold property assumed a gold price of US$350 per ounce. Reserve calculations incorporate current and/or expected mine plans and cost levels at each property. Cost estimates at each Australian property assumed an exchange rate of $0.70 US$/A$. Varying cut-off grades have been used depending on the mine and type of ore contained in the reserves. Barrick’s normal data verification procedures have been employed in connection with the calculations. For a more detailed description of the methods used in calculating Barrick’s reserves and resources, see Barrick’s most recent Annual Information Form/Form 40-F on file with Canadian provincial securities regulatory authorities and the U.S. Securities and Exchange Commission.

127

BARRICK Annual Report 2004

 


 

MINERAL RESERVES AND MINERAL RESOURCES

Gold Mineral Resources1
As at December 31, 2004

                                                                                 
 
    Measured (M)     Indicated (I)     (M) + (I)     Inferred  
Based on   Tons     Grade     Ounces     Tons     Grade     Ounces     Ounces     Tons     Grade     Ounces  
attributable ounces   (000s)     (oz/ton)     (000s)     (000s)     (oz/ton)     (000s)     (000s)     (000s)     (oz/ton)     (000s)  
 
North America
                                                                               
Goldstrike Open Pit
    12,119       0.054       651       10,199       0.045       456       1,107       722       0.073       53  
Goldstrike Underground
    2,114       0.361       764       4,154       0.387       1,609       2,373       6,899       0.346       2,388  
Goldstrike Property Total
    14,233       0.099       1,415       14,353       0.144       2,065       3,480       7,621       0.320       2,441  
Round Mountain (50%)
    21,734       0.013       272       23,630       0.017       394       666       43,171       0.013       562  
East Archimedes
    979       0.063       62       2,070       0.060       125       187                    
Hemlo (50%)
    1,800       0.091       163       3,451       0.125       431       594       4,233       0.144       608  
Eskay Creek
    156       0.558       87       320       0.528       169       256       280       0.496       139  
Marigold (33%)
    7,500       0.021       154       10,268       0.023       233       387       61,477       0.014       859  
 
South America
                                                                               
Pascua-Lama
    5,724       0.058       333       37,744       0.065       2,464       2,797       36,728       0.044       1,613  
Veladero
    1,092       0.020       22       20,712       0.021       427       449       63,110       0.017       1,045  
Lagunas Norte
    277       0.025       7       15,876       0.024       388       395       9,718       0.022       215  
Pierina
    4,305       0.030       128       11,058       0.019       213       341       101       0.010       1  
 
Australia/Africa
                                                                               
Kalgoorlie (50%)
    3,907       0.066       258       8,891       0.068       608       866       588       0.056       33  
Plutonic
    349       0.221       77       12,854       0.156       2,008       2,085       10,349       0.192       1,988  
Cowal
    2,594       0.038       98       44,940       0.033       1,498       1,596       31,053       0.033       1,011  
Lawlers
    244       0.098       24       4,580       0.162       741       765       1,114       0.139       155  
Darlot
    1,089       0.148       161       2,895       0.108       312       473       127       0.213       27  
Bulyanhulu
                      4,253       0.546       2,321       2,321       4,303       0.587       2,526  
Tulawaka (70%)
                      584       0.068       40       40       161       0.075       12  
Buzwagi
    69       0.072       5       27,058       0.074       2,011       2,016       804       0.056       45  
 
Other
                      4,702       0.158       744       744       4,802       0.139       669  
 
Total
    66,052       0.049       3,266       250,239       0.069       17,192       20,458       279,740       0.050       13,949  
 


1. Resources which are not reserves do not have demonstrated economic viability.

128

BARRICK Annual Report 2004

 


 

MINERAL RESERVES AND MINERAL RESOURCES

Contained Silver Within Reported Gold Reserves1
For the year ended December 31, 2004

                                                                                                     
 
Assumed                        
Metal Prices     Proven       Probable       Total  
Gold ($US/oz) $ 375                                                                                               Process  
Silver ($US/oz) $5.50     Tons       Grade       Ounces       Tons       Grade       Ounces       Tons       Grade       Ounces       Recovery  
Copper ($US/lb) $0.90     (000s)       (oz/ton)       (000s)       (000s)       (oz/ton)       (000s)       (000s)       (oz/ton)       (000s)       %  
                                                             
Africa
                                                                                                   
Bulyanhulu
      1,915         0.30         566         21,998         0.35         7,668         23,913         0.34         8,234         65.0 %
 
                                                                                                   
North America
                                                                                                   
Eskay Creek
      189         67.93         12,838         295         34.72         10,241         484         47.68         23,079         91.4 %
 
                                                                                                   
South America
                                                                                                   
Lagunas Norte
      4,644         0.11         514         224,805         0.10         22,704         229,449         0.10         23,218         22.3 %
Pascua-Lama
      35,124         1.93         67,693         325,635         1.77         575,492         360,759         1.78         643,185         77.8 %
Pierina
      26,234         0.24         6,223         38,792         0.16         6,335         65,026         0.19         12,558         32.7 %
Veladero
      21,306         0.54         11,538         375,211         0.50         188,785         396,517         0.51         200,323         6.8 %
                                                             
Total
      89,412         1.11         99,372         986,736         0.82         811,225         1,076,148         0.85         910,597         60.4 %
                                                             


1. Silver is accounted for as a by-product credit against reported or projected gold production costs.

Contained Silver Within Reported Gold Resources
For the year ended December 31, 2004

                                                                                           
 
      Measured (M)       Indicated (I)       Total (M) + (I)  
      Tons       Grade       Ounces       Tons       Grade       Ounces       Tons       Grade       Ounces  
      (000s)       (oz/ton)       (000s)       (000s)       (oz/ton)       (000s)       (000s)       (oz/ton)       (000s)  
                                                       
Africa
                                                                                         
Bulyanhulu
                              4,253         0.342         1,454         4,253         0.342         1,454  
 
                                                                                         
North America
                                                                                         
Eskay Creek
      156         22.346         3,486         320         17.641         5,645         476         19.183         9,131  
 
                                                                                         
South America
                                                                                         
Lagunas Norte
      277         0.155         43         15,876         0.124         1,971         16,153         0.125         2,014  
Pascua-Lama
      5,724         1.548         8,862         37,744         1.498         56,543         43,468         1.505         65,405  
Pierina
      4,305         0.206         886         11,058         0.019         213         15,363         0.072         1,099  
Veladero
      1,092         0.392         428         20,712         0.364         7,531         21,804         0.365         7,959  
                                                       
Total
      11,554         1.186         13,705         89,963         0.815         73,357         101,517         0.858         87,062  
                                                       

129

BARRICK Annual Report 2004

 


 

Supplemental Information


5-Year Historical Review1

                                         
(US GAAP basis, unless otherwise indicated)   2004     2003     2002     2001     2000  
 
Operating results(in millions)
                                       
Gold sales
  $ 1,932     $ 2,035     $ 1,967     $ 1,989     $ 1,936  
Net income (loss)
    248       200       193       96       (1,189 )
Operating cash flow
    506       519       588       588       842  
Capital expenditures
    824       322       228       474       612  
 
Per share data
                                       
Net income (loss)
  $ 0.46     $ 0.37     $ 0.36     $ 0.18     $ (2.22 )
Cash dividends
    0.22       0.22       0.22       0.22       0.22  
Operating cash flow
    0.95       0.97       1.09       1.10       1.57  
Book value
    6.67       6.53       6.15       5.96       5.95  
 
Financial position (in millions)
                                       
Cash and equivalents
  $ 1,398     $ 970     $ 1,044     $ 779     $ 822  
Total assets
    6,274       5,358       5,261       5,202       5,393  
Working capital
    1,539       1,004       839       579       576  
Long-term debt2
    1,655       719       761       793       901  
Shareholders’ equity
    3,563       3,494       3,334       3,192       3,190  
 
Operational statistics(unaudited)
                                       
Gold production (thousands of ounces)
    4,958       5,510       5,695       6,124       5,950  
Total cash costs per ounce
  $ 212     $ 189     $ 177     $ 162     $ 155  
Average realized gold price per ounce
  $ 391     $ 366     $ 339     $ 317     $ 334  
Average spot gold price per ounce
  $ 409     $ 363     $ 310     $ 271     $ 279  
Gold reserves (proven and probable) (thousands of ounces)3
    89,056       85,952       86,927       82,272       79,300  
 
Other
                                       
Net debt to total capitalization4
    5 %     (6 %)     (7 %)     1 %     2 %
Shares outstanding (millions)
    534       535       542       536       536  
 


1. Information for all years has been derived from audited financial statements, except as indicated.
 
2. Long-term debt excludes current portion of $31 million in 2004, $41 million in 2003, $20 million in 2002, $9 million in 2001 and $3 million in 2000.
 
3. Reserves calculated in accordance with National Instrument 43-101, as required by Canadian securities regulatory authorities.
 
4. Net debt to total capitalization is the ratio of debt less cash and equivalents to debt plus shareholders’ equity.

130

BARRICK Annual Report 2004


 

Corporate Governance and
Committees of the Board


Corporate Governance

Over the past several years, there has been an increased focus on corporate governance in both the United States and Canada. Among other regulatory initiatives, the New York Stock Exchange added corporate governance standards to its listing rules. Although, as a regulatory matter, the vast majority of the NYSE corporate governance standards are not directly applicable to Barrick as a Canadian company, Barrick has implemented a number of structures and procedures to comply with the NYSE standards. There are no significant differences between Barrick’s corporate governance practices and the NYSE standards applicable to U.S. companies.

The Board of Directors has approved a set of Corporate Governance Guidelines to promote the effective functioning of the Board of Directors and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities. Barrick has also adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Barrick. In conjunction with the adoption of the Code, Barrick established a toll-free compliance hotline to allow for anonymous reporting of any suspected Code violations, including concerns regarding accounting, internal accounting controls or other auditing matters. A copy of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the mandates of each of the Committees of the Board, including the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, is posted on Barrick’s website at www.barrick.com and is available in print from the Company to any shareholder upon request.

Committees of the Board

Corporate Governance and
Nominating Committee
(M.A. Cohen, P.C. Godsoe, A.A. MacNaughton)

Assists the Board in establishing Barrick’s corporate governance policies and practices. The Committee also identifies individuals qualified to become members of the Board, and reviews the composition and functioning of the Board and its Committees.

Audit Committee
(H.L. Beck, P.A. Crossgrove, S.J. Shapiro)

Reviews the Company’s financial statements and management’s discussion and analysis of financial and operating results, and assists the Board in its oversight of the integrity of Barrick’s financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence, and the performance of the internal and external auditors.

Compensation Committee
(A.A. MacNaughton, M.A. Cohen, P.A. Crossgrove, J.L. Rotman)

Assists the Board in monitoring, reviewing and approving Barrick’s compensation policies and practices, and administering Barrick’s share compensation plans. The Committee is responsible for reviewing and recommending director and senior management compensation and for succession planning with respect to senior executives.

Executive Committee
(G.C. Wilkins, A.A. MacNaughton, B. Mulroney, P. Munk)

Exercises all the powers of the Board (except those powers specifically reserved by law to the Board of Directors) in the management and direction of business during intervals between meetings of the Board of Directors.

Environmental, Occupational, Health and Safety Committee
(P.A. Crossgrove, M.A. Cohen, J.E. Thompson)

Reviews environmental and occupational health and safety policies and programs, oversees the Company’s environmental and occupational health and safety performance, and monitors current and future regulatory issues.

Finance Committee
(C.W.D. Birchall, A.A. MacNaughton, A. Munk, G.C. Wilkins)

Reviews the Company’s investment strategies, hedging program and general debt and equity structure.

131

BARRICK Annual Report 2004


 

Board of
Directors


Howard L. Beck, Q.C.
Toronto, Ontario
Corporate Director

Mr. Beck was a founding Partner of the law firm Davies, Ward & Beck. He has been on the Barrick Board since 1984.

C. William D. Birchall
Nassau, Bahamas
Chief Executive Officer,
ABX Financeco Inc.

Mr. Birchall has had a long association with Barrick as one of the original Board members of the Company.

Gustavo Cisneros
Caracas, Venezuela
Chairman and Chief Executive Officer,
Cisneros Group of Companies

Mr. Cisneros became a Director of Barrick in September 2003.

Marshall A. Cohen, O.C.
Toronto, Ontario Counsel,
Cassels Brock & Blackwell LLP

Mr. Cohen served the Government of Canada for 15 years in a number of senior positions including Deputy Minister of Finance. He has been a Director of Barrick since 1988.

Peter A. Crossgrove
Toronto, Ontario
Chairman, Masonite
International Corporation.

Mr. Crossgrove has been involved in a number of mining companies. He has been a Director of Barrick since 1993.

Peter C. Godsoe, O.C.
Toronto, Ontario
Corporate Director

Mr. Godsoe was the Chairman and Chief Executive Officer of The Bank of Nova Scotia from 1995 to 2003. Mr. Godsoe became a Director of Barrick in February 2004.

Angus A. MacNaughton
Danville, California
President, Genstar
Investment Corporation

Mr. MacNaughton has been a member of the Board since 1986.

The Right Honourable
Brian Mulroney, P.C., LL.D.
Montreal, Quebec
Senior Partner,
Ogilvy Renault

Mr. Mulroney was Prime Minister of Canada from 1984 to 1993. He joined the Barrick Board in 1993 and is Chairman of the Company’s International Advisory Board.

Anthony Munk
Toronto, Ontario
Managing Director,
Onex Investment Corp.

Mr. Munk became a member of the Board of Directors in 1996. He is a Partner of Onex Corporation, a diversified manufacturing and service company.

Peter Munk, O.C.
Toronto, Ontario
Chairman,
Barrick Gold Corporation

Mr. Munk is the founder and Chairman of the Board of Barrick Gold Corporation. He is also the founder and Chairman of Trizec Properties, Inc.

Joseph L. Rotman, O.C.
Toronto, Ontario
Chairman and Chief Executive Officer,
Roy-L Capital Corporation

Mr. Rotman has been a Director of Barrick since its inception.

Stephen J. Shapiro
Houston, Texas
Executive Vice President and
Chief Financial Officer,
Burlington Resources, Inc.

Mr. Shapiro became a Director of Barrick in September 2004.

Jack E. Thompson
Alamo, California
Vice Chairman,
Barrick Gold Corporation

Mr. Thompson was appointed to the Board in December 2001 upon the completion of the Company’s merger with Homestake Mining Company. Prior to that time, Mr. Thompson was Chairman and Chief Executive Officer of Homestake.

Gregory C. Wilkins
Toronto, Ontario
President and Chief Executive Officer,
Barrick Gold Corporation

Mr. Wilkins was Executive Vice President and Chief Financial Officer of Barrick until his appointment at Horsham (subsequently TrizecHahn Corporation) in September 1993. He has been a member of the Board since 1991.

132

BARRICK Annual Report 2004


 

Senior Officers and
International Advisory Board


Senior Officers

Peter Munk
Chairman

Gregory C. Wilkins
President and
Chief Executive Officer

Tye W. Burt
Vice Chairman and
Executive Director,
Corporate Development

Alexander J. Davidson
Executive Vice President,
Exploration

Patrick J. Garver
Executive Vice President
and General Counsel

Peter J. Kinver
Executive Vice President
and Chief Operating Officer

Jamie C. Sokalsky
Excutive Vice President
and Chief
Financial Officer

Gordon F. Fife
Senior Vice President,
Organizational Effectiveness

International Advisory Board

The International Advisory Board was established to provide advice to Barrick’s Board of Directors and management as the Company expands internationally.

Chairman

The Right Honourable
Brian Mulroney

Former Prime Minister of Canada

Members

Gustavo Cisneros

Venezuela
Chairman and Chief Executive Officer, Cisneros Group of Companies

Secretary William S. Cohen
United States
Chairman and Chief Executive Officer, The Cohen Group

The Honourable
Paul G. Desmarais, Sr.

Canada
Director and Chairman of Executive Committee, Power Corporation of Canada

Vernon E. Jordan, Jr.
United States
Senior Managing Director,
Lazard Freres & Co., LLC and of Counsel to Akin, Gump, Strauss, Hauer & Feld, LLP

Peter Munk
Canada
Chairman, Barrick Gold
Corporation and Chairman, Trizec Properties, Inc.

Lord Charles Powell of
Bayswater KCMG

United Kingdom
Chairman, Sagitta
Asset Management Limited

Karl Otto Pöhl
Germany
Senior Partner,
Sal. Oppenheim Jr. & Cie.

The Honorable Andrew Young
United States
Chairman,
GoodWorks International

133

BARRICK Annual Report 2004


 

Shareholder
Information


Shares traded on five major international stock exchanges

> New York

> Toronto

> Paris

> Swiss

> London

Ticker Symbol

ABX (New York, Toronto, Paris, Swiss)
BGD (London)

Number of Registered Shareholders

17,598

Index Listings

> S&P Global 1200 Index

> S&P/TSX 60 Index

> S&P/TSX Composite Index

> S&P/TSX Capped Materials Index

> S&P/TSX Capped Gold Index

> FT of London Gold Index

> Philadelphia Gold/Silver Index

2004 Dividend Per Share

US$0.22

         
Common Shares (millions)
       
Outstanding at December 31, 2004
    533 *
 
       
Weighted average 2004
       
Basic
    534 *
Fully diluted
    533 *

The Company’s shares were split on a two-for-one basis in 1987, 1989 and 1993.

*Includes shares issuable upon conversion of Barrick Gold Inc. exchangeable shares.

                 
Volume of Shares Traded
(millions)   2004     2003  
 
TSX
    409       495  
NYSE
    441       521  
 
 
               
Closing Price of Shares
               
 
December 31, 2004
               
 
TSX
            C$29.00  
NYSE
            US$24.22  
 
                                                 
Share Trading Information
    Share Volume              
Toronto Stock Exchange   (millions)     High     Low  
Quarter   2004     2003     2004     2003     2004     2003  
 
First
    124       147       C$31.45       C$26.48       C$25.52       C$20.90  
Second
    103       111       31.82       25.43       25.06       21.34  
Third
    84       119       27.76       28.95       24.10       23.31  
Fourth
    98       118       30.22       30.29       25.41       24.39  
 
 
    409       495                                  
 
                                                 
    Share Volume              
New York Stock Exchange   (millions)     High     Low  
Quarter   2004     2003     2004     2003     2004     2003  
 
First
    137       143       US$23.89       US$17.43       US$19.15       US$14.11  
Second
    115       115       24.15       18.97       18.07       14.61  
Third
    75       135       21.15       21.13       18.14       16.67  
Fourth
    114       128       25.52       23.15       20.17       18.35  
 
 
    441       521                                  
 

134

BARRICK Annual Report 2004

 


 

SHAREHOLDER INFORMATION

Dividend Payments

In 2004, the Company paid a cash dividend of $0.22 per share – $0.11 on June 15 and $0.11 on December 15. A cash dividend of $0.22 per share was paid in 2003 – $0.11 on June 16 and $0.11 on December 15.

Dividend Policy

The Board of Directors reviews the dividend policy semi-annually based on the cash requirements of the Company’s operating assets, exploration and development activities, as well as potential acquisitions, combined with the current and projected financial position of the Company.

Form 40-F

Annual Report on Form 40-F is filed with the United States Securities and Exchange Commission. This report will be made available to shareholders, without charge, upon written request to the Secretary of the Company at the Corporate Office.

Other Language Reports

French and Spanish versions of this annual report are available from Investor Relations at the Corporate Office.

Shareholder Contacts

Shareholders are welcome to contact the Company for information or questions concerning their shares. For general information on the Company, contact the Investor Relations Department.

For information on such matters as share transfers, dividend cheques and change of address, inquiries should be directed to the Transfer Agents.

Transfer Agents and Registrars

CIBC Mellon Trust Company
P.O. Box 7010
Adelaide Street Postal Station
Toronto, Ontario M5C 2W9
Telephone: (416) 643-5500
Toll-free within the United States and Canada:
1-800-387-0825
Fax: (416) 643-5660
Email: inquiries@cibcmellon.com
Web site: www.cibcmellon.com

Mellon Investor Services, L.L.C.
P.O. Box 3315
South Hackensack, New Jersey 07606
Telephone: (201) 329-8660
Toll-free within the United States and Canada:
1-888-835-2788
Email: shrrelations@mellon.com
Web site: www.mellon-investor.com

Annual Meeting

The Annual Meeting of Shareholders will be held on Thursday, April 28, 2005 at 10:00 a.m. in the John Bassett Theatre, Metro Toronto Convention Centre, Toronto, Ontario.

135

BARRICK Annual Report 2004

 


 

Corporate
Information


Corporate Office

Barrick Gold Corporation
BCE Place
Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1
Telephone: (416) 861-9911
Fax: (416) 861-2492

Barrick Russia Holdings Inc.
Ed Verona

Vice President &
Chief Representative
Moscow Representative Office
4 Romanov Pereulok
125009
Moscow, Russia
Telephone: (7-095) 981-3434
Fax: (7-095) 981-3435

Mining Operations

North America Operations

Gregory Lang
Vice President
136 East South Temple
Suite 1050
Salt Lake City, Utah
U.S.A. 84111-1180
Telephone: (801) 990-3770
Fax: (801) 359-0875

United States Operations

Goldstrike Property
P.O. Box 29
Elko, Nevada U.S.A. 89803
Mike Feehan
General Manager
Telephone: (775) 778-8380
Fax: (775) 738-7685

Round Mountain Gold
P.O. Box 480
Round Mountain
Nevada U.S.A. 89045
Mike Iannacchione
General Manager
Telephone: (775) 377-2366
Fax: (775) 377-3240

Canada Operations

Eskay Creek
No.1 Airport Way
P.O. Box 3908
Smithers, B.C.
Canada V0J 2N0
John Kinyon
General Manager
Telephone: (604) 515-5227
Fax: (604) 515-5241

Hemlo Operations
P.O. Bag 500
Marathon, Ontario
Canada P0T 2E0
Vern Baker
General Manager
Telephone: (807) 238-1100
Fax: (807) 238-1050

South America Operations

Chile/Argentina Operations

John McDonough
Vice President
Av. Ricardo Lyon 222
Piso 11. Providencia
Santiago, Chile
Telephone: (56-2) 340-2022
Fax: (56-2) 233-0188

Argentina

Veladero Project
Villagra 531 Oeste
San Juan, Argentina 5402CPI
George Bee
General Manager
Telephone: 54 (264) 429 8105
Fax: 54 (264) 429 8135

Peru Operations

Igor Gonzales
Regional Vice President – Peru
Victor Andres Belaunde 171
2° Piso
San Isidro
Lima 27, Peru
Telephone: (51-1) 275-0600
Fax: (51-1) 275-0249

Pierina Mine
Urb. La Alborada
Calle 8 s/n Tarica
Huaraz, Peru
Darrell Wagner
General Manager
Telephone: (51-1) 275-0600
Fax: (51-1) 275-3733

Lagunas Norte Project
Pasaje Los Delfines 159
3er Piso
Urb. Las Gardenias, Surco
Lima 33, Peru
Augusto Chung
General Manager
Telephone: (51-44) 88-1100
Fax: (51-44) 23-1992

Australia/Africa Operations

John Shipp
Vice President
10th Floor
2 Mill Street
Perth WA 6000 Australia
Telephone: (61-8) 9212-5736
Fax: (61-8) 9322-5700

Australia Operations

Kalgoorlie Consolidated
Gold Mines (KCGM)

Black Street
Kalgoorlie WA 6430
Australia
Cobb Johnstone
General Manager
Telephone: (61-8) 9022-1801
Fax: (61-8) 9022-1119

Plutonic Gold Mine
PMB 46
Meekatharra WA 6642
Australia
Mark Le Messurier
Resident Manager
Telephone: (61-8) 9981-0100
Fax: (61-8) 9981-0101

Darlot Gold Mine
P.O. Box 127
Leonora WA 6438 Australia
Richard Hay
Resident Manager
Telephone: (61-8) 9080-3413
Fax: (61-8) 9080-3440

Cowal Gold Project
P.O. Box 210
West Wyalong
NSW 2671 Australia
Richard Weston
General Manager
Telephone: (61-2) 6975-4700
Fax: (61-2) 6975-4740

Lawlers Gold Mine
PMB 47
Leinster WA 6437 Australia
David Collopy
General Manager
Telephone: (61-8) 9981-0148
Fax: (61-8) 9037-8899

East Africa Operations

Bulyanhulu Mine
Mrikao Street, Plot No. 847
Msasani Peninsula
P.O. Box 1081
Dar es Salaam, Tanzania
Grant Pierce
Executive General Manager
Telephone: (255-22) 260-0604
Fax: (255-22) 260-0210

Tulawaka Mine
P.O. Box 1081
Dar es Salaam, Tanzania
Dave Anthony
General Manager
Telephone: (61-8) 9360-4444
Fax: (61-8) 9360-4422

Corporate Data

Auditors

PricewaterhouseCoopers LLP
Toronto, Canada

Investor Relations

Contacts:
Darren Blasutti
Vice President,
Investor Relations
Telephone: (416) 307-7341
Fax: (416) 861-0727
Email: dblasutti@barrick.com

Kathy Sipos
Director, Investor Relations
Telephone: (416) 307-7441
Email: ksipos@barrick.com

Mary Ellen Thorburn
Director, Investor Relations
Telephone: (416) 307-7363
Email: mthorburn@barrick.com

Toll-free number within

Canada and United States:
1-800-720-7415
Email: investor@barrick.com
Web site: www.barrick.com

136

BARRICK Annual Report 2004

 


 

© Copyright 2005 Barrick Gold Corporation Concept and Design: Genesis Inc. Typesetting: Moveable Inc. Printing: Bowne of Canada, Ltd.

Forward-Looking Statements

Certain information contained or incorporated by reference in this Annual Report 2004, including any information as to our future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: fluctuations in the currency markets (such as the Canadian and Australian dollars versus the US dollar); fluctuations in the spot and forward price of gold or certain other commodities (such as silver, copper, diesel fuel and electricity); changes in US dollar interest rates or gold lease rates that could impact the mark-to-market value of outstanding derivative instruments and ongoing payments/ receipts under interest rate swaps and variable rate debt obligations; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, Australia, Chile, Peru, Argentina, Tanzania, Russia or Barbados or other countries in which we do or may carry on business in the future; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with mining or development activities; the speculative nature of gold exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Annual Report 2004 are qualified by these cautionary statements. Specific reference is made to Barrick’s most recent Form 40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements.

We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 


 

(BARRICK LOGO)

Barrick is one of the world’s largest gold mining companies,
with operating and development properties in the US, Canada,
Australia, Peru, Chile, Argentina and Tanzania.

Our vision is to be the world’s best gold mining company
by finding, developing and producing quality reserves
in a profitable and socially responsible manner.

Barrick shares are traded on the Toronto, New York,
London and Swiss stock exchanges and the Paris Bourse.

You can contact us toll-free within
Canada and the United States: 800-720-7415
email us at: investor@barrick.com
visit our investor relations website: www.barrick.com

 

EX-2 3 t16074exv2.htm EX-2 exv2
 

LOGO

March 14, 2005

Dear Shareholder:

On behalf of the Board of Directors, I would like to invite you to attend Barrick’s Annual Meeting of Shareholders to be held on Thursday, April 28, 2005 at 10:00 a.m. in the John Bassett Theatre of the Metro Toronto Convention Centre, Toronto, Ontario. It is an opportunity for the Directors and Management of Barrick to meet with you, our shareholders.

We will report to you at the meeting on the Company’s performance in 2004 and our plans for the future.

Enclosed is the Notice of the Meeting, the Management Information Circular and Proxy Statement and a Proxy or Voting Instruction form.

We would appreciate your returning the signed Proxy or Voting Instruction form to ensure that your vote is recorded. We hope that we will have the opportunity to welcome you to this year’s annual meeting.

Sincerely,

LOGO

PETER MUNK
Chairman


 

BARRICK GOLD CORPORATION

BCE Place, Canada Trust Tower, Suite 3700

161 Bay Street, P.O. Box 212
Toronto, Ontario, Canada M5J 2S1

Notice of the Annual Meeting of Shareholders

      NOTICE is hereby given that the Annual Meeting of the Shareholders (the “Meeting”) of Barrick Gold Corporation (the “Company” or “Barrick”) will be held in the John Bassett Theatre of the Metro Toronto Convention Centre, Toronto, Ontario on Thursday, April 28, 2005 at 10:00 a.m. (Toronto time) in order to:

  1. receive the consolidated financial statements of the Company for the year ended December 31, 2004 and the auditors’ report thereon;
 
 
  2. elect directors;
 
 
  3. appoint auditors and authorize the directors to fix their remuneration; and
 
 
  4. transact such other business as may properly be brought before the Meeting and any postponement or adjournment thereof.

      Barrick’s Board of Directors has fixed the close of business on March 10, 2005 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting and any postponement or adjournment of the Meeting. Only the holders of record of Barrick common shares and Barrick Gold Inc. exchangeable shares are entitled to have their votes counted at the Meeting. Computershare Trust Company of Canada, as the holder of the Barrick special voting share, will cast the votes attributable to the Barrick Gold Inc. exchangeable shares as instructed by the holders thereof. Holders who have acquired Barrick common shares after the record date are entitled to vote those shares at the Meeting upon producing properly endorsed share certificates, or otherwise establishing share ownership, and demanding the inclusion of their name in the list of shareholders not later than ten days before the date of the Meeting.

                  DATED at Toronto, Ontario, this 14th day of March, 2005.

  By Order of the Board of Directors,
 
  LOGO
  Sybil E. Veenman
  Vice-President, Assistant General Counsel and Secretary

      Shareholders are cordially invited to attend the Meeting. Shareholders are urged to complete and return the enclosed proxy or voting instruction form promptly. To be effective, Barrick proxies must be received at the Toronto office of CIBC Mellon Trust Company, the Company’s registrar and transfer agent, by 5:00 p.m. (Toronto time) on April 27, 2005 or the last business day prior to any adjourned or postponed Meeting. Barrick Gold Inc. voting instruction forms must be received at the Toronto office of Computershare Trust Company of Canada by 5:00 p.m. (Toronto time) on April 26, 2005 or the second last business day before any adjourned or postponed Meeting. Shareholders whose shares are held by a nominee may receive either a voting instruction form or form of proxy and should follow the instructions provided by the nominee.

      Proxies will be counted and tabulated by CIBC Mellon Trust Company, the Company’s registrar and transfer agent, in such a manner as to protect the confidentiality of how a particular shareholder votes except where they contain comments clearly intended for management, in the case of a proxy contest, or where it is necessary to determine the proxy’s validity or to permit management and the Board of Directors to discharge their legal obligations to the Company or its shareholders.


 

BARRICK GOLD CORPORATION

BCE Place, Canada Trust Tower, Suite 3700

161 Bay Street, P.O. Box 212
Toronto, Ontario, Canada M5J 2S1

MANAGEMENT INFORMATION CIRCULAR

AND PROXY STATEMENT

       This Management Information Circular and Proxy Statement (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Barrick Gold Corporation (the “Company” or “Barrick”) for use at the Annual Meeting of Shareholders (or any postponement or adjournment thereof) of Barrick (the “Meeting”) to be held at 10:00 a.m. (Toronto time) on Thursday, April 28, 2005 in the John Bassett Theatre of the Metro Toronto Convention Centre, Toronto, Ontario for the purposes set forth in the accompanying Notice of Meeting.

      The solicitation of proxies will be primarily by mail, but proxies may also be solicited personally by telephone by regular employees of the Company for which no additional compensation will be paid. In addition, Barrick has retained Kingsdale Shareholder Services Inc. to assist in the solicitation of proxies in the United States and Canada for estimated fees of Cdn$45,000. The cost of preparing, assembling and mailing this Circular, the Notice of Meeting, the proxy form, the voting instruction form and any other material relating to the Meeting and the cost of soliciting proxies has been or will be borne by Barrick. The Company will reimburse brokers and other entities for costs incurred by them in mailing soliciting materials to the beneficial owners of common shares of Barrick (“Barrick Common Shares”) and Barrick Gold Inc. (formerly, Homestake Canada Inc.) exchangeable shares (“BGI Exchangeable Shares”). It is anticipated that copies of this Circular, the Notice of Meeting, and accompanying proxy form or voting instruction form will be distributed to shareholders on or about March 23, 2005.

      This Circular provides the information that you need to vote at the Meeting.

  If you are a registered holder of Barrick Common Shares, we have enclosed a proxy form that you can use to vote at the Meeting.
 
  If you are a registered holder of BGI Exchangeable Shares, we have enclosed a voting instruction form that you can use to give the voting instructions that indirectly permit you to vote such shares.
 
  If your Barrick Common Shares or BGI Exchangeable Shares are held by a nominee, you may receive either a form of proxy or voting instruction form and should follow the instructions provided by the nominee.

      Unless otherwise indicated, the information in this Circular is given as at March 1, 2005.

      Unless otherwise indicated, all dollar references in this Circular are to United States dollars and all references to financial results are based on our financial statements prepared in accordance with U.S. GAAP.

      These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and Barrick or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, Barrick (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.


 

VOTING AT THE MEETING

      The record date for the Meeting is Thursday, March 10, 2005. Holders of Barrick Common Shares or BGI Exchangeable Shares as of the close of business on Thursday, March 10, 2005 are entitled to vote.

      If you have acquired Barrick Common Shares after the record date, you are entitled to vote those shares at the Meeting upon producing properly endorsed share certificates or otherwise establishing share ownership, and requesting the inclusion of your name in the list of shareholders not later than ten days before the date of the Meeting.

Voting your Barrick Common Shares

      Each Barrick Common Share is entitled to one vote on those items of business identified in the Notice of Meeting.

          Registered Shareholders

      If you are a registered shareholder, there are two ways in which you can vote your shares at the Meeting. You can vote in person at the Meeting, or you can use the enclosed proxy appointing the named persons or some other person that you choose to represent you and vote your shares at the Meeting.

      If you wish to vote in person at the Meeting, do not complete or return the proxy. Your vote will be taken and counted at the Meeting. Using your proxy does not preclude you from attending the Meeting in person.

      If you do not wish to attend the Meeting or do not wish to vote in person, you should properly complete and deliver the enclosed proxy. A proxy must be in writing and must be executed by you or by your attorney authorized in writing, unless you have chosen to complete your proxy by telephone or the Internet, as described on the enclosed proxy form.

      All shares represented by properly completed proxies received at the Toronto office of CIBC Mellon Trust Company by 5:00 p.m. (Toronto time) on Wednesday, April 27, 2005 or the last business day before any adjourned or postponed Meeting will be voted or withheld from voting, in accordance with your instructions as specified in the proxy, on any ballot votes that take place at the Meeting.

      Unless contrary instructions are provided, Barrick Common Shares represented by proxies received by management will be voted:

  •  FOR the election of the 13 nominees as directors; and
 
  •  FOR the appointment of PricewaterhouseCoopers LLP as independent auditors for 2005 and the authorization of the directors to fix their remuneration.

          Non-registered Shareholders

      Your Barrick Common Shares may not be registered in your name but in the name of a nominee, which is usually a trust company, securities broker or other financial institution. If your shares are registered in the name of a nominee, you are a non-registered shareholder. Your nominee is required to seek your instructions as to how to vote your shares. Only registered shareholders or their duly appointed proxyholders are permitted to vote at the Meeting. If you are a non-registered shareholder, you should follow the instructions of your nominee with respect to the procedures to be followed for voting. Generally, nominees will provide non-registered shareholders with either: (a) a voting instruction form for completion and execution by the non-registered shareholder, or (b) a proxy form, executed by the nominee and restricted to the number of shares owned by the non-registered shareholder, but otherwise uncompleted. These procedures are to permit non-registered shareholders to direct the voting of their Barrick Common Shares that they beneficially own.

      Since the Company has limited access to the names of its non-registered shareholders, if you wish to attend and vote in person at the Meeting, or designate another person to attend the Meeting in your place, you must insert your own name, or the name of your designate, in the space provided on the voting instruction form or

2


 

form of proxy and carefully follow the nominee’s instructions for return of the executed form or other method of response. Do not otherwise complete the form as your vote, or your designate’s vote, will be taken at the Meeting.

Voting Your BGI Exchangeable Shares

      BGI Exchangeable Shares are each exchangeable at any time for 0.53 of a Barrick Common Share. Your BGI Exchangeable Shares give you essentially the same economic rights and, indirectly, the same voting rights that you would have if you held Barrick Common Shares. Each BGI Exchangeable Share entitles you to receive dividends from Barrick Gold Inc. (“BGI”) that are equivalent to the dividends paid on 0.53 of a Barrick Common Share. (You do not share in dividends or distributions payable on the BGI common shares, all of which are owned by a subsidiary of Barrick.) Each BGI Exchangeable Share entitles you to exercise the same voting rights as 0.53 of a Barrick Common Share. That is the reason we are sending you this proxy material. (Except as required by Ontario law, you do not exercise voting rights as a shareholder of BGI.)

      Computershare Trust Company of Canada (“Computershare”) serves as the trustee under the Voting, Support and Exchange Trust Agreement (as supplemented). As trustee, Computershare holds a special voting share of Barrick (the “Special Voting Share”) that enables it to vote on behalf of the holders of BGI Exchangeable Shares on all matters presented to holders of Barrick Common Shares in accordance with the instructions of holders of BGI Exchangeable Shares. Except as otherwise required by applicable law, the Special Voting Share has a number of votes attached to it equal to the number of BGI Exchangeable Shares outstanding from time to time which are not owned by Barrick and its subsidiaries multiplied by 0.53.

      Each BGI Exchangeable Share is entitled to 0.53 of a vote on those items of business identified in the Notice of Meeting.

          Registered Shareholders

      There are two ways you can vote your BGI Exchangeable Shares if you are a registered shareholder. You can vote by signing and returning the enclosed voting instruction form, or you can attend the Meeting and vote in person.

      The voting instruction form permits you to instruct Computershare to vote in respect of your BGI Exchangeable Shares. As a holder of BGI Exchangeable Shares on the record date, you are entitled to instruct Computershare to cast a number of votes equal to the number of Barrick Common Shares for which the BGI Exchangeable Shares held by you are exchangeable. You also can use your voting instruction form to name a proxy to represent you at the Meeting. To designate a proxy, simply fill in the name of the person that you wish to appoint to represent you in the space provided on the voting instruction form.

      On any ballot, Computershare will vote or withhold from voting, in accordance with your instructions, the applicable number of votes in respect of your BGI Exchangeable Shares represented by a properly completed voting instruction form (received by Computershare in the manner and within the time specified above) and where a choice has been specified in your voting instruction form with respect to any matter to be acted on, Computershare will vote such number of votes in accordance with those instructions.

      If you sign and return the voting instruction form, but do not give directions on how to vote your BGI Exchangeable Shares, you will be deemed to have voted, and Computershare will vote, as follows:

  FOR the election of the 13 nominees as directors; and
 
  FOR the appointment of PricewaterhouseCoopers LLP as independent auditors for 2005 and the authorization of the directors to fix their remuneration.

      To be effective, voting instruction forms must be received by Computershare, 100 University Avenue, 9th Floor, Toronto, Ontario, Canada M5J 2Y1 or by facsimile at (416) 263-9524 or 1-866-249-7775 (within North America), by 5:00 p.m. (Toronto time) on Tuesday, April 26, 2005 or the second last business day before any adjourned or postponed Meeting. That will give Computershare enough time to tabulate the voting instructions and vote on your behalf.

3


 

      Your voting instruction form permits you to name yourself as proxy and then you will be permitted to vote in person at the Meeting. To do so, you must bring your voting instruction form with you to the Meeting, naming yourself as proxy.

          Non-registered Shareholders

      There are two ways you can vote your BGI Exchangeable Shares if your shares are not registered in your own name but are held in the name of a nominee, which is usually a trust company, securities broker or other financial institution. For your BGI Exchangeable Shares to be voted for you, follow the voting instructions provided by your nominee. If you wish to attend the Meeting and vote in person or name a person to represent you at the Meeting, you must have the nominee appoint you or the person you would like to represent you at the Meeting as a proxy.

Revoking Your Proxy or Voting Instructions

          Revoking Your Proxy for Barrick Common Shares

      If you give a proxy, you may revoke it at any time before it is used by doing any one of the following:

  You may send another proxy form with a later date to the Toronto office of CIBC Mellon Trust Company, but it must reach CIBC Mellon Trust Company by 5:00 p.m. (Toronto time) on Wednesday, April 27, 2005 or the last business day before any adjourned or postponed Meeting.
 
  You may deliver a signed written statement, stating that you want to revoke your proxy, to the Secretary of the Company no later than 5:00 p.m. (Toronto time) on Wednesday, April 27, 2005, or the last business day before any adjourned or postponed Meeting, at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, M5J 2S1 or by facsimile at (416) 861-8243.
 
  You may attend the Meeting and notify the Chairman of the Meeting prior to the commencement of the Meeting that you have revoked your proxy.
 
  You may revoke your proxy in any other manner permitted by law.

          Revoking Your Voting Instructions for BGI Exchangeable Shares

      If you give voting instructions to Computershare, you may revoke the voting instructions at any time before the BGI Exchangeable Shares are voted by doing any one of the following:

  You may send another voting instruction form with a later date to the Toronto office of Computershare, but it must reach Computershare by 5:00 p.m. (Toronto time) on Tuesday, April 26, 2005 or the second last business day before any adjourned or postponed Meeting to be sure that Computershare has enough time to process the change.
 
  You may deliver a signed written statement, stating that you want to revoke your voting instructions, to the Secretary of the Company no later than 5:00 p.m. (Toronto time) on Tuesday, April 26, 2005, or the second last business day before any adjourned or postponed Meeting at BCE Place, Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario, M5J 2S1 or by facsimile at (416) 861-8243.
 
  If you are a registered holder of BGI Exchangeable Shares, you may attend the Meeting, revoke your voting instructions to Computershare, appoint yourself as proxy and vote in person.

ADDITIONAL MATTERS PRESENTED AT THE ANNUAL MEETING

      The enclosed proxy form or voting instruction form confers discretionary authority upon the persons named as proxies therein with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.

4


 

      If you sign and return the proxy form for Barrick Common Shares and any matter is presented at the Meeting in addition to the matters described in the Notice of Meeting, the Barrick officers named as proxies will vote in their best judgment. If you give Computershare authority to vote your BGI Exchangeable Shares, Computershare has advised Barrick that it will vote on any additional matters as recommended by Barrick’s management. When this Circular went to press, management of Barrick was not aware of any matters to be considered at the Meeting other than the matters described in the Notice of Meeting or any amendments or variations to the matters described in such notice.

VOTING SHARES AND PRINCIPAL HOLDERS

      The Barrick Common Shares and the Special Voting Share are the only shares entitled to vote directly at the Meeting. As at Thursday, March 10, 2005, 534,040,755 Barrick Common Shares and one Special Voting Share were issued and outstanding. The holders of Barrick Common Shares are entitled to one vote per share. Computershare, the holder of the Special Voting Share, is entitled to cast the number of votes equal to the number of BGI Exchangeable Shares outstanding (excluding those owned by Barrick and its subsidiaries) multiplied by 0.53. Computershare will cast these votes as directed by the holders of the BGI Exchangeable Shares on the basis of 0.53 votes per BGI Exchangeable Share. To the extent that a BGI Exchangeable Shareholder does not provide a voting instruction form to Computershare, Computershare will not cast the corresponding votes. As of Thursday, March 10, 2005, there were 1,394,188 BGI Exchangeable Shares outstanding that were not owned by Barrick or its subsidiaries, which would entitle the holder of the Special Voting Share to cast 738,919 votes at the Meeting.

      The presence of at least two people holding or representing by proxy at least 20% of the total number of votes attached to the issued shares entitled to vote at the Meeting is necessary for a quorum at the Meeting.

      To the knowledge of the directors and senior officers of Barrick, no person beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company.

ELECTION OF DIRECTORS

      It is proposed that the 13 people listed below be nominated for election as directors of Barrick to hold office until the next annual meeting or until their successors are elected or appointed. All of the proposed nominees are currently directors of Barrick and have been since the dates indicated. The Articles of the Company provide for a minimum of five and a maximum of 20 directors.

      Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of Barrick will be voted for the election of the proposed nominees. If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

Information Regarding Nominees for Election as Directors

      A brief statement of the business experience, age and principal occupation for each person nominated for election as a director is set out below. There are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any of the nominees has been nominated. For information on attendance at Board and Committee meetings, see “Statement of Corporate Governance Practices” beginning on page 7.

5


 

                     
Barrick Equity
Name and Municipality Became a Interests as at
of Residence (Age) Director Principal Occupation for the Past Five Years March 1, 2005(1)




Howard L. Beck
Toronto, Ontario (71)
    1984     Corporate Director; prior to November 2002, Chairman, Wescam Inc. (design and manufacture of stabilized imagery and transmission systems).   Shares 189,144
DSUs 4,379
Options 100,000
C. William D. Birchall
Nassau, Bahamas (62)
    1984     Chief Executive Officer of Barrick’s subsidiary, ABX Financeco Inc.; prior to January 2004, Corporate Director; prior to May 2002, Vice Chairman, TrizecHahn Corporation (real estate).   Shares 50,000
DSUs 2,648
Options 350,000
Gustavo Cisneros
Caracas, Venezuela (59)
    2003     Chairman and Chief Executive Officer, Cisneros Group of Companies (private holding group).   Shares Nil
DSUs 4,047
Options 100,000
Marshall A. Cohen
Toronto, Ontario (69)
    1988     Counsel, Cassels, Brock & Blackwell LLP (Barristers and Solicitors).   Shares 4,000
DSUs 4,379
Options 100,000
Peter A. Crossgrove Toronto, Ontario (68)     1993     Chairman, Masonite International Corporation (door manufacturing).   Shares 5,000
DSUs 2,648
Options 50,000
Peter C. Godsoe
Toronto, Ontario (66)
    2004     Corporate Director; prior to March 2004, Chairman, The Bank of Nova Scotia (financial services); prior to December 2003, Chairman and Chief Executive Officer, The Bank of Nova Scotia.   Shares 1,500
DSUs 1,542
Options Nil
Angus A. MacNaughton Danville, California (73)     1986     President, Genstar Investment Corporation (investment company).   Shares 25,000
DSUs 2,648
Options 100,000
The Right Honourable
Brian Mulroney
Montreal, Quebec (65)
    1993     Chairman, International Advisory Board of Barrick; Senior Partner, Ogilvy Renault (Barristers and Solicitors); former Prime Minister of Canada.   Shares 1,000 DSUs Nil
Options 550,000
Anthony Munk
New York, New York (44)
    1996     Managing Director, Onex Investment Corp. (diversified manufacturing and service company); prior to May 2001, Vice-President, Onex Corporation.   Shares 5,000
DSUs 2,648 Options 150,000
Peter Munk
Toronto, Ontario (77)
    1984     Chairman of Barrick; Chairman, Trizec Properties, Inc. (real estate) and Chairman, President and Chief Executive Officer, Trizec Canada Inc. (real estate); prior to May 2002, Chairman, TrizecHahn Corporation (real estate).   Shares 1,500,000(2)
DSUs Nil
Options 2,650,000
Joseph L. Rotman(3)
Toronto, Ontario (70)
    1984     Chairman and Chief Executive Officer, Roy-L Capital Corporation (private holding company).   Shares 100,000
DSUs 2,648
Options 100,000
Steven J. Shapiro
Houston, Texas (52)
    2004     Executive Vice President and Chief Financial Officer, Burlington Resources, Inc. (oil and gas exploration and production); prior to January 2003, Senior Vice President and Chief Financial Officer, Burlington Resources, Inc.; prior to October 2000, Senior Vice President and Chief Financial Officer, Vastar Resources, Inc. (oil and gas exploration and production).   Shares 3,000
DSUs 541
Options Nil
Gregory C. Wilkins
Toronto, Ontario (49)
    1991     President and Chief Executive Officer of Barrick; prior to February 2003, Corporate Director; prior to May 2002, Vice Chairman, TrizecHahn Corporation (real estate); prior to March 2001, President and Chief Operating Officer, TrizecHahn Corporation.   Shares 20,000
DSUs Nil
Options 1,475,000
RSUs 43,750


(1) The information about Barrick Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of Barrick, has been furnished by the respective nominees. Unless otherwise indicated, (a) beneficial ownership is direct and (b) the person indicated has sole voting and investment power.
 
(2) Mr. Peter Munk is the Chairman and Chief Executive Officer of Trizec Canada Inc. and owns shares of Trizec Canada Inc. which represent a significant equity interest and a majority of the voting power in Trizec Canada Inc. TrizecHahn Corporation, a wholly-owned subsidiary of Trizec Canada Inc., owns 30,299,558 Barrick Common Shares (approximately 5.7%). Mr. Munk disclaims beneficial

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ownership of the shares of Barrick owned by TrizecHahn Corporation. Family members of Mr. Peter Munk own 1,600 common shares of Barrick (excluding those shares owned by Mr. Anthony Munk, who is a director of Barrick).
 
(3) Mr. Joseph L. Rotman has been a director of other companies which during the past ten years have been the subject of a cease trade or similar order while Mr. Rotman was acting as a director of such companies. Livent Inc. was the subject of a cease trade order issued by the Ontario Securities Commission on August 7, 1998 following the discovery of accounting irregularities. In November 1998, Livent Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code and filed for protection under the Companies Creditors Arrangement Act in Canada. The cease trade order was revoked effective November 20, 1998, and Mr. Rotman resigned as a director of Livent Inc. on September 29, 1999. Paragon Entertainment Corporation made a filing under the Companies Creditors Arrangement Act in April 1998; Mr. Rotman resigned as a director of Paragon in June 1998.


STATEMENT OF CORPORATE GOVERNANCE PRACTICES

      The following outlines Barrick’s current corporate governance practices with respect to the various matters addressed by the corporate governance guidelines of the Toronto Stock Exchange (the “TSX Guidelines”) and the corporate governance listing standards adopted by the New York Stock Exchange (the “NYSE Standards”). Although, as a regulatory matter, the majority of the NYSE Standards are not directly applicable to Barrick as a Canadian company, during 2003 and 2004, Barrick implemented a number of additional governance structures and procedures to comply with the requirements of the NYSE Standards. There are no significant differences between Barrick’s corporate governance practices and the NYSE Standards applicable to U.S. companies.

Constitution and Functioning of the Board of Directors

      The Board of Directors is currently comprised of 14 directors. The size and composition of the Board reflects a breadth of backgrounds and experience that is important for effective governance of an international corporation in the mining industry. The Board is able to function effectively and efficiently at its current size. However, it is proposed that 13 directors be elected at the Meeting, as Mr. J. E. Thompson will not be standing for re-election. Mr. Thompson has advised the Board that, due to other commitments, he has decided not to stand for re-election as a director of Barrick.

      During 2004, two additional independent directors were added to the Board (P.C. Godsoe and S.J. Shapiro). With the assistance of the Corporate Governance and Nominating Committee, the Board of Directors has considered the relationship to Barrick of each of the nominees for election by the shareholders and has determined that eight of the 13 directors are independent(1) (H.L. Beck, G. Cisneros, M.A. Cohen, P.A. Crossgrove, P.C. Godsoe, A.A. MacNaughton, J.L. Rotman and S.J. Shapiro). Four of the directors who are considered non-independent are officers or employees of Barrick or its subsidiaries (C.W.D. Birchall, B. Mulroney, P. Munk and G.C. Wilkins). One of the non-independent directors (A. Munk) is a member of the Chairman’s family.

      Barrick has an experienced Board of Directors that has made a significant contribution to Barrick’s success. The Board is satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of Barrick and that there are sufficient systems and procedures in place to allow the Board to function independently. The Board holds regularly scheduled sessions throughout the year during which the independent directors meet in the absence of the non-independent directors and management. The independent sessions are presided over by the Lead Director, P.C. Godsoe. The Lead Director was elected by the independent directors to preside at the independent sessions and to perform such other duties as the Board may determine.


(1)  In assessing the status of each director’s independence, the independence criteria set out in the NYSE Standards and all relevant facts and circumstances have been applied and considered. In addition, the independence assessment encompasses the concept of “unrelated director” as set out in the TSX Guidelines, being a director who is independent of management and is free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Company, other than interests and relationships arising solely from shareholdings.

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Mandate of the Board of Directors, Its Committees and Management

      The Board of Directors is responsible for overseeing management of the Company and determining Barrick’s strategy. Management is responsible for Barrick’s day-to-day operations, proposing its strategic direction and presenting budgets and business plans to the Board of Directors for approval. The Board looks to management to keep it apprised of all significant developments affecting Barrick and its operations. All major acquisitions, dispositions and investments, as well as significant financings and other significant matters outside the ordinary course of Barrick’s business, are subject to approval by the Board of Directors. Formal mandates for the Board of Directors and the Chief Executive Officer have not been considered necessary since the relative allocation of responsibility is well understood by both management and the Board.

      Action by the Board of Directors or Committees may be taken at a regularly held meeting or at a meeting held by conference call or by written consent. There were six meetings of the Board of Directors during 2004. All of the directors attended all of the regularly scheduled Board meetings during 2004, with the exception of S.J. Shapiro, who was appointed to the Board in September 2004 and who attended all of the meetings held subsequent to his appointment, and G. Cisneros, who attended four of the six regularly scheduled meetings.

      The Board of Directors has established six Committees, all of which have written mandates.

Committees

          Corporate Governance and Nominating Committee

      The purpose of the Corporate Governance and Nominating Committee is to assist the Board in establishing Barrick’s corporate governance policies and practices generally, identifying individuals qualified to become members of the Board, reviewing the composition of the Board and its Committees, evaluating the functioning of the Board and its Committees on an annual basis, and making recommendations to the Board of Directors as appropriate. The Committee’s mandate provides that in considering nominees to the Board of Directors, the Committee shall consider the current composition of the Board and assess the ability of candidates to contribute to the effective oversight of the management of the Company, taking into account the needs of the Company and the individual’s background, experience, perspective, skills and knowledge that are appropriate and beneficial to Barrick. New members of the Board of Directors are provided with the necessary information about Barrick, its business and the factors that affect its performance by management and by other members of the Board. The Committee is also responsible for Barrick’s response to the TSX Guidelines and the NYSE Standards and reviewing and approving the annual disclosure relating to such guidelines and standards. The Committee holds regular in camera sessions, during which the members of the Committee meet in the absence of management. The Committee’s mandate grants it sole authority to retain and terminate legal or other advisors, including any search firm to be used to identify candidates for nomination as directors, including sole authority to approve the search firm’s fees and other retention terms. The Committee’s mandate requires the Committee to evaluate the functioning of the Committee on an annual basis.

      The Committee identifies candidates for appointment as independent directors, both through individuals known to the Committee or other members of the Board and with the assistance of an external search firm. The Committee reviews Barrick’s corporate governance practices and procedures, oversees annual evaluations of the functioning of the Board and its Committees and reviews Barrick’s Corporate Governance Guidelines and Code of Business Conduct and Ethics.

      The Corporate Governance and Nominating Committee is comprised entirely of independent directors (M.A. Cohen, P.C. Godsoe and A.A. MacNaughton). There were three meetings of the Committee during 2004. All of the members of the Committee attended all of the meetings with the exception of Mr. Godsoe, who was appointed to the Committee in February 2004 and who attended both meetings held subsequent to his appointment.

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          Audit Committee

      The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of: Barrick’s financial reporting process and the quality, transparency and integrity of its financial statements and other related public disclosures; the Company’s internal controls over financial reporting; compliance with legal and regulatory requirements relevant to Barrick’s financial statements; the external auditors’ qualifications and independence; and the performance of the internal audit function and the external auditors.

      The Committee is responsible for retaining and terminating, and/or making recommendations to the Board and the shareholders relating to the retention or termination of, the external auditors and communicating to them that they are ultimately accountable to the Committee and the Board as the representatives of the shareholders. The Committee also reviews the external audit plan and the results of the audit, reviews with the external auditors any audit problems or difficulties and management’s response, approves all audit engagement fees and terms and pre-approves all permitted non-audit services to be performed by the external auditors. The Committee reviews and recommends to the Board for approval the Company’s annual and quarterly financial statements and related management’s discussion and analysis and discusses with management the Company’s earnings press releases, as well as financial information and earnings guidance (if any). The Committee reviews and discusses with management, the external auditors and the head of internal audit the effectiveness of the Company’s internal controls over financial reporting and the responsibilities and effectiveness of the Company’s internal audit function. The Committee also discusses with management the Company’s process with respect to risk assessment and risk management as they relate to internal controls over financial reporting.

      The Committee has direct communication channels with the Company’s internal and external auditors. All of the members of the Committee are financially literate and at least one member has accounting or related financial management expertise. The Board has determined that S.J. Shapiro, a member of the Committee, is an “audit committee financial expert” as defined by U.S. Securities and Exchange Commission (SEC) rules. The rules adopted by the SEC indicate that the designation of Mr. Shapiro as an audit committee financial expert will not deem him to be an “expert” for any purpose or impose any duties, obligations or liability on Mr. Shapiro that are greater than those imposed on members of the Committee and Board of Directors who do not carry this designation.

      The Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Committee has set a hiring policy for employees or former employees of the external auditors. The Committee holds regular in camera sessions during which it meets separately with each of management, the head of internal audit and the external auditors. The mandate of the Committee grants it authority to retain and terminate legal, accounting or other advisors, including sole authority to approve the advisors’ fees and other retention terms. The Committee’s mandate also requires the Committee to evaluate the functioning of the Committee on an annual basis.

      The Audit Committee is comprised entirely of independent directors (H.L. Beck, P.A. Crossgrove and S.J. Shapiro). There were nine meetings of the Committee during 2004. All of the members of the Committee attended all of the meetings, with the exception of S.J. Shapiro, who was appointed to the Committee in September 2004 and who attended all of the meetings held subsequent to his appointment. P.C. Godsoe was a member of the Committee from March 1, 2004 to December 7, 2004, and attended all of the meetings of the Committee held while he was a member.

      The Company does not restrict the number of other audit committees on which members of its Audit Committee may serve. H.L. Beck and P.A. Crossgrove each currently serve on the audit committees of three other public companies. The Board has determined that the service of Mr. Beck and Mr. Crossgrove on the audit committees of such other companies does not impair their ability to effectively serve on the Committee, particularly given their experience as directors of public companies and the fact that each is retired from full-time employment.

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          Compensation Committee

      The purpose of the Compensation Committee is to assist the Board in monitoring, reviewing and approving Barrick’s compensation policies and practices and administering Barrick’s share compensation plans. The Committee reviews and makes recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals and objectives, and recommends to the Board the compensation level of the Chief Executive Officer based on this evaluation. The Committee is also responsible for reviewing and making recommendations to the Board with respect to director and senior management compensation and succession planning for the Chief Executive Officer and other senior executives. When granting stock options, the Committee determines the number of shares covered by each grant and the terms and conditions of the option, subject to the specific provisions of the plan and the approval of the Board of Directors. The Committee reviews the remuneration of the directors from time to time to ensure that it properly reflects the responsibilities associated with being an effective director. The Committee holds regular in camera sessions, during which it meets in the absence of management. The mandate of the Committee grants it sole authority to retain and terminate legal or other advisors, including compensation consultants, including sole authority to approve the advisors’ fees and other retention terms. The Committee’s mandate also requires the Committee to evaluate the functioning of the Committee on an annual basis.

      The Compensation Committee is comprised entirely of independent directors (A.A. MacNaughton, M.A. Cohen, P.A. Crossgrove and J.L. Rotman). There were five meetings of the Compensation Committee in 2004. All of the members of the Committee attended all of the meetings.

          Environmental, Occupational Health and Safety Committee

      The purpose of the Environmental, Occupational Health and Safety Committee is to review environmental and occupational health and safety policies and programs, to oversee Barrick’s environmental and occupational health and safety performance, to monitor current and future regulatory issues and to make recommendations, where appropriate, on significant matters to the Board.

      The Committee is comprised of two independent directors (M.A. Cohen and P.A. Crossgrove) and one non-independent director (J.E. Thompson). J.E. Thomson will not be standing for re-election at the Meeting. There were four meetings of the Environmental, Occupational Health and Safety Committee during 2004. All of the members of the Committee attended all of the meetings.

          Finance Committee

      The purpose of the Finance Committee is to assist the Board in monitoring and reviewing the financial structure and investment and financial risk management programs of the Company generally and to make recommendations to the Board of Directors as appropriate.

      The Finance Committee is comprised of three non-independent directors (C.W.D. Birchall, A. Munk and G.C. Wilkins) and one independent director (A.A. MacNaughton). The fact that a majority of the members are not independent is balanced by the fact that the recommendations of the Committee are considered by the full Board of Directors. There were four meetings of the Finance Committee during 2004. All of the members of the Committee attended all of the meetings.

          Executive Committee

      The Executive Committee, during intervals between the meetings of the Board of Directors, may exercise all the powers of the Board (except those powers specifically reserved by law to the Board of Directors). The Executive Committee was created to facilitate Barrick’s activities from an administrative perspective, but does not supplant the full Board of Directors in the consideration of significant issues facing the Company.

      The Executive Committee is comprised of three non-independent directors (P. Munk, B. Mulroney and G.C. Wilkins) and one independent director (A.A. MacNaughton). The Board of Directors believes that it is

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acceptable that a majority of this Committee is not independent. The nature of the Executive Committee’s mandate requires its members to be available on very short notice to deal with significant issues. All actions approved by the Executive Committee are subsequently brought to the attention of the full Board of Directors. There were no meetings of the Executive Committee during 2004.

Corporate Governance Guidelines, Code of Conduct and Committee Mandates

      The Board of Directors has adopted a set of Corporate Governance Guidelines to promote the effective functioning of the Board and its Committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities. Among other things, the Corporate Governance Guidelines establish: minimum attendance requirements for directors; minimum share ownership requirements for directors (currently set at Barrick Common Shares and/or Deferred Share Units having a value of at least $200,000 to be achieved within a five-year period); and a mandatory retirement age for directors of 70 years (with directors serving on the Board as at January 1, 2003 being exempt). In addition to the mandatory retirement age, directors are required to tender their resignation for consideration by the Corporate Governance and Nominating Committee and the Board upon the occurrence of certain events such as a failure to meet minimum attendance requirements, a change in principal occupation or country of residence, or any other change in personal or professional circumstances that might reasonably be perceived as adversely affecting the director’s ability to effectively serve as a director of Barrick.

      Barrick has adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Barrick. The Code addresses, among other things: conflicts of interest; compliance with laws and regulations; corporate opportunities; protection and proper use of Company assets; confidentiality; and fair dealing. In conjunction with the adoption of the Code, Barrick has established a toll-free compliance hotline to allow for anonymous reporting of any suspected Code violations, including concerns regarding accounting, internal accounting controls, or other auditing matters.

      A copy of the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and the mandates of each of the Committees of the Board, including the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, are posted on Barrick’s website at www.barrick.com.

Shareholder Communications

      Barrick has procedures in place to provide for effective communications with its shareholders. Barrick’s management includes an investor relations department with individuals experienced in, and dedicated to, working closely with members of the investment community, institutional investors and individual shareholders, and the Company has procedures in place to obtain and appropriately deal with feedback from its shareholders. In addition, the Company has adopted a Disclosure Policy that confirms its commitment to providing timely, factual and accurate disclosure of material information about the Company to its shareholders, the financial community and the public.

      Shareholders may communicate directly with the Lead Director or the Chairman of the Corporate Governance and Nominating Committee by sending correspondence, marked to the attention of the Lead Director or the Chairman of the Corporate Governance and Nominating Committee, care of the Secretary at the address of the Company set out at the beginning of this Circular. Barrick’s Corporate Governance Guidelines require that directors make every effort to attend the annual meeting of shareholders. Twelve of thirteen directors attended the 2004 annual meeting. Mr. G. Cisneros was unable to attend, due to a family emergency.

International Advisory Board

      As Barrick’s activities expanded internationally, the Board of Directors determined in 1995 that the Company would benefit from the participation of certain additional senior members of the global business and political communities. Barrick has established an International Advisory Board to provide advice as required to the Board of Directors and management on geo-political and other strategic issues affecting the Company. The

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International Advisory Board meets approximately once per year and its members make themselves available regularly for consultation and assistance with specific matters.

REPORT ON EXECUTIVE COMPENSATION

Composition and Responsibility of Committee

      The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors with respect to Barrick’s compensation policies and practices, reviewing and making recommendations to the Board of Directors with respect to the compensation of the Chairman and of the Chief Executive Officer, reviewing and approving the compensation of all other senior management, reviewing and making recommendations to the Board relating to succession planning with respect to the Chief Executive Officer and other senior executives and administering Barrick’s stock option, restricted share unit and directors’ deferred share unit plans. The Compensation Committee bases its recommendations on Barrick’s established policies and on the performance of the individual and of the Company. The members of the Compensation Committee are A.A. MacNaughton, M.A. Cohen, P.A. Crossgrove and J.L. Rotman. With the exception of Mr. MacNaughton, none of the members of the Compensation Committee is or formerly was an officer or employee of Barrick or its subsidiaries. Until December 4, 2002, Mr. MacNaughton served as a non-executive Vice Chairman of Barrick, but he received no remuneration for acting in that position.

Compensation Philosophy and Objectives

      Barrick’s principal goal is to create value for its shareholders. The Company believes that compensation programs for directors, officers and employees should reflect the interests of shareholders in advancing this goal.

      Barrick’s executive compensation philosophy is founded on four principal objectives: (1) aligning the interests of executive officers with the short-and long-term interests of shareholders; (2) linking executive compensation to the performance of the Company and the individual; (3) leveraging performance through emphasis on variable compensation; and (4) compensating executive officers at a level and in a manner that ensures that Barrick is capable of attracting, motivating and retaining individuals with exceptional executive skills.

      The compensation of executive officers is comprised of three principal components — annual salary, annual performance bonuses and long-term incentives in the form of stock options and restricted share units. In addition, Barrick sponsors a retirement plan for officers of the Company. (See “Other Compensation Arrangements” on page 20.) The three main elements of executive compensation are described below.

      The Compensation Committee considers the Company’s record of performance in all of its compensation reviews. In determining an executive’s compensation, the Committee gives equal weight to the performance of the Company and the individual. Executive performance is assessed against predetermined financial, operational and strategic objectives, with final cash compensation and long-term incentive awards based on the individual’s contribution to annual business results and influence on strategy development and execution.

      Under the Executive Compensation Plan, compensation for senior executives is established with reference to the disclosed compensation practices of companies in Barrick’s peer comparison group which is comprised of industry-leading, global, resource-based companies, with approximately 35% of the companies being Canadian, 35% being U.S.-based, and 30% being based outside of Canada and the United States.

      Under the plan, annual salaries, annual performance bonuses and long-term incentives are established with reference to the median percentile compensation level of the Company’s peer group. Executives may earn up to the ninetieth percentile of the total direct compensation in the peer group if both corporate and individual results reflect outstanding performance.

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Components of Executive Compensation

      As noted above, the Company’s executive compensation program has three components: annual salary, annual performance bonuses, and long-term equity based compensation.

          Annual Salaries and Performance Bonuses

      Annual salaries and performance bonuses for the Company’s executive officers are targeted at the median cash compensation levels of executives in Barrick’s peer group.

      To ensure Barrick continues to attract and retain qualified and experienced executives, the Committee reviews and adjusts salaries periodically. Annual performance bonuses for executive officers are determined based on the Company’s performance and success in achieving its goals during the year, together with the performance of each executive relative to key individual performance objectives. The performance criteria considered in determining performance bonus awards vary in accordance with the position and responsibilities of the executive being evaluated. The significant considerations in determining performance bonuses for executive officers include operating, financial, corporate development, share price performance and organizational indicators, as well as individual achievements that demonstrate a contribution to corporate growth. A summary of the Company’s 2004 performance highlights considered by the Compensation Committee is provided under “— Review of 2004 Performance”.

          Long-term Incentives

      Barrick grants long-term incentives to its executive officers in the form of stock options and restricted share units.

      The purpose of the Company’s stock option plan is to: (1) ensure that an incentive exists to maximize shareholder value by tying executive compensation to share price performance; and (2) reward those executives making a long-term commitment to the Company. Stock options are directly linked to increases in the wealth of shareholders and the individual’s contribution to that central goal. Barrick believes that stock options play an important role in building shareholder value. Options to purchase Barrick Common Shares are granted by the Compensation Committee at not less than the closing price of the Barrick Common Shares on the business day immediately prior to the date of grant.

      The Committee takes into account each executive’s stock option and restricted share unit position, market peer group benchmark and individual performance when determining whether and how many new stock option grants will be made to executive officers.

      According to the provisions of the Amended and Restated Stock Option Plan (the “Amended and Restated Plan”), the Compensation Committee determines the number of shares to be optioned, the option price, the extent to which each option is exercisable from time to time during the term of the option, and any other provisions with respect to such option. If the Compensation Committee fails to make a determination with respect to any of these matters, the option is exercisable within five years from the date of grant with not more than one-fifth of the shares covered by the option available for vesting during any one of such years. The Committee’s practice under the Amended and Restated Plan has been to grant options having a term of ten years, vesting over a period of four years.

      In 2004, shareholder and regulatory approval was obtained to implement Barrick’s Stock Option Plan (2004) (the “2004 Plan”). In general, the 2004 Plan contains additional and more restrictive provisions than the Amended and Restated Plan. Under the 2004 Plan, the Compensation Committee determines the number of shares to be optioned, the option price, the extent to which each option is exercisable from time to time during the term of the option, and any other provisions with respect to such option. Options granted under the 2004 Plan expire not later than seven years after the date of grant. If the Compensation Committee fails to make a determination with respect to any of these matters, the option is exercisable within four years from the date of grant with not more than one-fourth of the shares covered by the option available to be taken up during any one of such years. Repricing of options is expressly prohibited under the 2004 Plan.

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      The 2004 Plan provides that the Compensation Committee, subject to the approval of the Board of Directors, may determine performance measures to be met as a pre-condition to the granting or vesting of an option. These performance measures can be either for the Company as a whole or the individual. Under the 2004 Plan, the Compensation Committee may consider one or more of the following performance measures: net income, cash flow, net asset value, production performance, production growth and reserve growth. Individual performance measures that the Compensation Committee may implement may vary based on an executive’s ability to affect business results.

      In approving option grants for 2004, the Compensation Committee considered individual performance and Company performance, including share price performance, operating and financial performance, development and reserves and organizational development, a summary of which is provided under “— Review of 2004 Performance”.

      Options granted by the Compensation Committee under the Amended and Restated Plan and the 2004 Plan are subject to approval by the Board of Directors. Options are not transferable. See “Equity Compensation Plan Information” on page 22 for a discussion of the Company’s stock option plans.

      In 2001, Barrick implemented a restricted share unit (“RSU”) plan. In lieu of granting actual shares, a specific number of units that each have a value equal to one Barrick Common Share are granted. RSUs vest and will be paid out in cash on the third anniversary of the date of grant, with each RSU having a value equal to the then current market price of one Barrick Common Share. Additional RSUs are credited to reflect dividends paid on Barrick Common Shares. Similar to stock options, RSUs reflect a philosophy of aligning the interests of executives with those of the shareholders by tying executive compensation to share price performance. In addition, RSUs are intended to assist in the retention of qualified and experienced executives by rewarding those individuals making a long-term commitment to Barrick. It was recognized that the incentive and retention value of stock options may be limited in circumstances where, notwithstanding strong corporate and individual performance, the share price performance may be negatively impacted by external factors, such as a prolonged weakness in the gold price. Unlike stock options, RSUs continue to provide an incentive for executives to remain with Barrick during such periods, while continuing to tie compensation to share price performance, since the value of the RSUs increases or decreases with the share price. RSUs are granted by the Compensation Committee in order to reward efforts during the year of grant and to provide an additional incentive for continued efforts to promote the growth and success of Barrick’s business. RSUs may be granted in conjunction with, or in lieu of, stock options.

      The Committee used Company and individual performance criteria with reference to the peer group long-term incentive benchmarks to determine the appropriate financial value of the long-term incentive to award to each executive. Seventy five percent of that value was awarded to the executive in stock options (as determined by a Black-Scholes valuation). In 2004, seven senior executives had the option of receiving the remaining 25% of long-term incentive value in either stock options or RSUs. The Company granted 131,250 RSUs in 2004.

          Share Ownership Expectation

      The Board of Directors has a share ownership expectation for senior executives. By 2008, all senior executives are required to own a designated number of Barrick Common Shares related to their position with the Company. Executives may designate unvested RSUs such that they will count towards this total until vesting. RSUs vest on the third anniversary of the date of grant and are paid out in cash shortly after vesting. The Chief Executive Officer is required to hold three times his 2003 pre-tax salary in Barrick Common Shares.

      The Chief Operating Officer and other senior executives are required to hold two times and one times their salary, respectively.

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Review of 2004 Performance

      2004 was a successful year for Barrick and its shareholders. Highlights for 2004 based on Company performance are summarized below:

      Barrick’s share price appreciated 6.65% for the year ended December 31, 2004, outperforming senior gold producers Newmont Mining Corporation, Placer Dome Inc., Anglogold Ashanti Limited and Gold Fields Limited. The spot gold price appreciated 5.54% during 2004. During 2004, Barrick produced 4.96 million ounces of gold at an average total cash cost per ounce of $212(1), achieving the Company’s original guidance for the year. Gold production at Goldstrike Open Pit, Goldstrike Underground and Pierina more than offset lower production at Plutonic, Round Mountain, Darlot and Eskay Creek mine sites.

      Despite an environment of rising commodity prices, appreciation of major currencies against the U.S. dollar, and increased royalty and mining tax payments driven by higher spot gold prices, Barrick met its total cash cost guidance. Barrick’s currency and commodity hedge programs enabled it to mitigate these impacts on total cash costs per ounce and operating cash flow.

      Barrick had net income of $248 million ($0.46 per share) and operating cash flow of $506 million ($0.95 per share) in 2004. Barrick’s earnings include an after-tax opportunity cost of $89 million ($0.17 per share) due to its voluntary reduction of its gold hedge position at prices below the average spot gold price. During 2004, Barrick exceeded its target (of 1.5 million ounces) for reducing its gold hedge position with a reduction of 2.0 million ounces.

      Barrick secured capital resources to fund its development through a nine-year commitment in Argentina for $250 million in Veladero project financing and a $750 million public debenture offering. It also optimized its capital structure through a share buy-back program. At the same time, the Company has the industry’s only A-rated balance sheet, as rated by Standard & Poor’s, and to date has funded its current development projects without issuing equity.

      Barrick continues to support and shape its growth profile, including a focus on its Russian and Central Asian strategy. Barrick made steady progress on its development of four new mines, with three of four planned to enter production in 2005. Construction is proceeding on schedule for Lagunas Norte in the Alto Chicama district in Peru, Veladero in Argentina, and Cowal in Australia, and the first gold pour is expected at Tulawaka in Tanzania in March 2005. Barrick is making progress in planning for its Pascua-Lama Project which straddles the Chilean and Argentine border, its fifth development project, and East Archimedes which is located in Nevada, its sixth development project.

      At year-end, Barrick had proven and probable reserves of 89.1 million ounces of gold based on a $375 gold price, after producing 4.96 million ounces, compared to reserves of 86 million ounces based on a $325 gold price in 2003, more than replacing 2004 production.(2) Exploration projects at operating and non-operating sites contributed to reserve increases in 2004.

      During 2004, Barrick implemented a number of initiatives to strengthen its organization, including making changes to Board composition and practices as part of continued corporate governance enhancements. An organizational redesign was fully implemented in 2004. The design consolidates life-of-mine accountabilities under the Chief Operating Officer and establishes regional business units to add greater value to the global enterprise.


(1)  For an explanation of non-GAAP measures, see pages 67 to 70 of Management’s Discussion and Analysis of Financial and Operating Results in the Company’s 2004 Annual Report.
(2)  Reserves are calculated in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities and, for U.S. reporting purposes, Industry Guide 7 (under the Securities and Exchange Act of 1934) as interpreted by Staff of the SEC. For a breakdown of reserves by category and additional information on reserves, see the tables and related footnotes on pages 125 to 129 in the Company’s 2004 Annual Report.

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Compensation of the Chief Executive Officer

      The components of total compensation for the Chief Executive Officer are the same as those which apply to other senior executive officers of Barrick, namely, annual salary and performance bonus, and long-term incentives. Gregory C. Wilkins has served as President and Chief Executive Officer since February 12, 2003.

      Consistent with the Company’s philosophy of targeting salaries and performance bonuses for the Company’s executive officers at median levels of executives in Barrick’s peer group, Mr. Wilkins’ annual salary is intended to reflect annual salaries paid to the chief executive officers in the peer comparison group identified under “— Compensation Philosophy and Objectives”.

      During 2004, Mr. Wilkins was paid a salary of $805,369. In determining his compensation, the Committee gave equal weight to Company and individual performance. In December 2004, the Committee reviewed Mr. Wilkins’ performance, taking into consideration his leadership role in strategy implementation, share price performance, operating and financial performance, project development and organizational development of the Company, a summary of which is provided under “— Review of 2004 Performance” above. This assessment resulted in the Committee awarding Mr. Wilkins a performance bonus of $872,483 in recognition of the Company’s results and his performance during 2004. In addition, on December 7, 2004, Mr. Wilkins was awarded 500,000 stock options, of which he elected to receive 375,000 in stock options and 43,750 in restricted share units. The stock options were granted at an exercise price of $23.80, the closing price on the Toronto Stock Exchange on the date immediately preceding the date of grant, converted to United States dollars using the Bank of Canada noon rate on that date. In assessing the appropriate award level for Mr. Wilkins, the Committee considered the objectives of the Company’s long-term incentive plans.

      The foregoing report is submitted by the Compensation Committee of the Board of Directors:

Angus A. MacNaughton (Chairman)

M.A. Cohen
Peter A. Crossgrove
Joseph L. Rotman

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

      The table below provides compensation information for the three financial years ended December 31, 2004 for the Chief Executive Officer and Chief Financial Officer and the three other most highly compensated executive officers of Barrick (collectively referred to as the “Named Executive Officers”) measured by base salary and cash bonus during the financial year ended December 31, 2004.

Summary Compensation Table(1)

                                                     
Annual Compensation Long-Term Compensation


Securities Current Year
under Awards
Other Annual Options Restricted All Other
Name and Principal Position Year Salary Bonus Compensation(2) Granted Share Units(3) LTIP Payouts(4) Compensation(5)









Peter Munk
  2004   $604,027   $335,570   $ Nil       300,000     $ Nil     $ Nil     $ Nil  
Chairman
  2003   566,775   635,179     Nil       300,000       Nil       Nil       Nil  
    2002   554,140   Nil     Nil       300,000       Nil       Nil       Nil  
Gregory C. Wilkins(6)
  2004   805,369   872,483     Nil       375,000       1,029,944       Nil       265,965  
President and Chief
  2003   627,036   802,606     Nil       1,000,000       Nil       Nil       216,144  
Executive Officer
  2002                                  
Peter J. Kinver(7)
  2004   436,242   479,866     Nil       150,000       411,978       Nil       139,989  
Executive Vice President   2003   103,506   44,300     Nil       310,000       74,514       Nil       119,663  
and Chief Operating Officer
  2002                                  
Patrick J. Garver
  2004   436,242   436,242     Nil       131,250       360,480       809,452       151,783  
Executive Vice President
  2003   358,306   403,257     Nil       66,000       429,091       Nil       138,701  
and General Counsel
  2002   318,471   95,541     Nil       150,000       Nil       Nil       83,377  
Jamie C. Sokalsky
  2004   392,617   318,792     Nil       212,500       308,983       809,452       124,970  
Executive Vice President
  2003   358,306   259,935     Nil       50,000       372,547       Nil       105,650  
and Chief Financial Officer
  2002   302,548   95,541     Nil       150,000       Nil       Nil       68,843  

(1) Compensation, which is paid in Canadian dollars, is reported in United States dollars. For the purpose of presentation of cash-based compensation, the rates of exchange used to convert Canadian dollars to United States dollars are consistent with the rates used for the measurement of Canadian dollar expenses in the Company’s consolidated financial statements. The average rates used in each year were: 2002 — 1.57, 2003 — 1.535, 2004 — 1.49 except with respect to restricted share units, in which case the Bank of Canada noon rate on the applicable grant day was used.
 
(2) Perquisites and other personal benefits do not exceed the lesser of Cdn$50,000 and 10% of the total annual salary and bonus for the Named Executive Officers.
 
(3) Amounts shown represent restricted share units (“RSUs”), valued as of the grant date. As at December 31, 2004, the aggregate number and value of RSUs held by the Named Executive Officers were as follows: G.C. Wilkins — $1,054,129, consisting of 43,750 RSUs; J.C. Sokalsky — $730,807, consisting of 30,331 RSUs; P.J. Kinver — $504,560, consisting of 20,941 RSUs; and P.J. Garver — $916,177, consisting of 38,025 RSUs. RSUs vest and become payable on the third anniversary of the date of grant. Additional RSUs are credited to reflect dividends paid on Barrick Common Shares.
 
(4) The amounts for 2004 for Mr. Garver and Mr. Sokalsky are payouts of RSUs that were granted to these officers in 2001.
 
(5) Amounts include amounts accrued pursuant to the Officer Retirement Plan (see “Other Compensation Arrangements” on page 20). The amount for 2003 for Mr. Kinver includes a special payment of $100,000 upon his commencement of employment with the Company.
 
(6) Mr. Wilkins was appointed President and Chief Executive Officer on February 12, 2003.
 
(7) Mr. Kinver was appointed as an officer of Barrick on September 9, 2003.

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     The following table provides information on restricted share units granted in 2004 to the Named Executive Officers.

Long-Term Incentive Awards During Financial Year Ended December 31, 2004(1)

                 
Number of Restricted Maturity or
Name Share Units Payout Date



Peter Munk
    Nil        
Gregory C. Wilkins
    43,750       December 7, 2007  
Peter J. Kinver
    17,500       December 7, 2007  
Patrick J. Garver
    15,313       December 7, 2007  
Jamie C. Sokalsky
    13,125       December 7, 2007  

(1) Each restricted share unit (“RSU”) has a value equal to one Barrick Common Share. RSUs vest and will be paid out in cash on the third anniversary of the date of grant, with each RSU having a value equal to the then current market price of one Barrick Common Share. Additional RSUs are credited to reflect dividends paid on Barrick Common Shares.


OPTIONS OF NAMED EXECUTIVE OFFICERS

      The following table provides information on the stock options granted in 2004 to the Named Executive Officers.

Option Grants During Financial Year Ended December 31, 2004

                                         
Market Value of
Common Shares
% of Total Options Underlying Options
Common Shares Granted to Exercise or on the
under Options Employees in Base Price Date of Grant Expiration
Name Granted 2004 ($/Share) ($/Share) Date(1)






Peter Munk
    300,000       5.3%     $ 23.80     $ 23.80       December 6, 2011  
Gregory C. Wilkins
    375,000       6.6%       23.80       23.80       December 6, 2011  
Peter J. Kinver
    150,000       2.6%       23.80       23.80       December 6, 2011  
Patrick J. Garver
    131,250       2.3%       23.80       23.80       December 6, 2011  
Jamie C. Sokalsky
    212,500       3.7%       23.80       23.80       December 6, 2011  

(1) The options were granted on December 7, 2004 under the Stock Option Plan (2004). Options vest and become exercisable as to 25% on each of the first, second, third and fourth anniversaries of the date of grant. Options were granted at an exercise price equal to the closing price on the Toronto Stock Exchange on the date immediately preceding the date of grant, converted to U.S. dollars using the Bank of Canada noon rate on that day. Each option expires seven years after the date of its grant.

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Aggregate Option Exercises During Financial Year Ended December 31, 2004

and Year-End Option Values

      The following table provides information on the aggregate number of options each Named Executive Officer held as of December 31, 2004, and the value of these options based on the closing price on the Toronto Stock Exchange of the Barrick Common Shares as at December 31, 2004, which was Cdn. $29.00, converted to U.S. dollars using the Bank of Canada noon rate on that day.

                                                 
Unexercised Value of Unexercised
Common Options at In-the-Money Options at
Shares Aggregate December 31, 2004 December 31, 2004
Acquired Value

Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable







Peter Munk
        $       1,975,000       675,000     $ 3,290,130     $ 641,825  
Gregory C. Wilkins
                350,000       1,125,000       661,557       1,560,942  
Peter J. Kinver
                77,500       382,500       26,795       80,384  
Patrick J. Garver
    12,500       61,220       294,000       255,750       388,522       320,912  
Jamie C. Sokalsky
                447,500       325,000       781,115       320,912  


COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

      The Compensation Committee reviews Barrick’s director compensation arrangements to ensure that they are competitive in light of the time commitments required from directors. Non-management members of the Board of Directors receive a basic annual retainer of $75,000, payable quarterly, with an additional annual retainer of $15,000 payable to the Chairman of the Audit Committee and $10,000 payable to the Chair of each of the other Board Committees. Directors are also entitled to a fee of $1,000 for each meeting of the Board of Directors or Board Committee in which such member participated.

      Pursuant to Barrick’s Directors’ Deferred Share Unit Plan, directors are required to receive 50% of the basic annual retainer in the form of Deferred Share Units (“DSUs”), with the option to elect to receive 100% of such retainer in the form of DSUs. DSUs, which are a bookkeeping entry, with each DSU having the same value as a Barrick Common Share, must be retained until the director leaves the Board, at which time the cash value of the DSUs will be paid out. Additional DSUs are credited to reflect dividends paid on Barrick Common Shares. Barrick has minimum share ownership requirements for directors, pursuant to which directors are required to own Barrick Common Shares or DSUs having a value of at least $200,000, to be achieved by 2008 or within a period of five years from the date the individual became a director, whichever is earlier. Stock options are no longer granted to non-management directors.

      Mr. J.E. Thompson, who will step down from the Board of Directors prior to the Meeting, is party to a consulting agreement with Barrick. Mr. Thompson received compensation totaling $275,000 pursuant to this agreement in 2004.

      The Right Honourable Brian Mulroney is a director of Barrick and is also employed as Chairman of its International Advisory Board. Mr. Mulroney acts as an ambassador and business and policy advisor for Barrick, advancing Barrick’s interests in various areas, including South America, Africa, Asia and the former Soviet Union. In his capacity as Chairman of the International Advisory Board, Mr. Mulroney receives an annual salary, bonus and other compensation. Mr. Mulroney is also a partner of Ogilvy Renault, Montréal, Québec, a law firm which from time to time provides legal services to Barrick.

19


 

OTHER COMPENSATION ARRANGEMENTS

      Prior to 2000, none of the Named Executive Officers, executive officers or other officers of Barrick was covered by a pension plan. During 2000, Barrick put in place a retirement plan for officers (the “Officer Retirement Plan”). The Officer Retirement Plan covers all officers except Mr. Peter Munk, the Chairman, Mr. Jack E. Thompson, Vice Chairman, who will step down from Barrick’s Board of Directors prior to the Meeting, and Mr. John K. Carrington, Vice Chairman, who retired from Barrick on December 31, 2004. Pursuant to the Officer Retirement Plan, an amount equal to 15% of the officer’s salary and bonus for the year is accrued and accumulated with interest until retirement. No benefits are payable if the officer is terminated for cause. Barrick also implemented a retirement arrangement for Mr. Carrington. Under such arrangement, upon his retirement, Mr. Carrington was entitled to a lump sum payment of three times his salary as at January 1, 2000 or any higher salary that he subsequently received. Mr. Carrington was paid $2,043,038 upon his retirement from Barrick pursuant to this arrangement.

      In March 2004, Barrick entered into change in control agreements with six senior executives, including with each of Mr. Jamie C. Sokalsky, Executive Vice President and Chief Financial Officer; Mr. Peter J. Kinver, Executive Vice President and Chief Operating Officer; and Mr. Patrick J. Garver, Executive Vice President and General Counsel (each, a “Covered Executive”), in order to induce them to remain employed by the Company in the event of a change in control (as defined in the agreements). In the event of a change in control, Barrick has agreed with each of such Covered Executives that if their employment is terminated by the Company at any time within one year following the change in control (other than for cause, disability or retirement) or the Covered Executive terminates his employment for good reason (as defined in the agreements) at any time within one year following the change in control, such individual will be entitled to receive, among other things, three times his annual salary and bonus. In addition, all of the Covered Executive’s unexercised stock options will immediately vest and become exercisable and will remain exercisable for the lesser of three years or their remaining term to expiry.

      In March 2004, Barrick also entered into a change in control agreement with Mr. Gregory C. Wilkins, President and Chief Executive Officer. In the event of a change in control (as defined in the agreement), Barrick has agreed with Mr. Wilkins that if Mr. Wilkins’ employment is terminated by the Company (other than for cause, disability or retirement) or Mr. Wilkins terminates his employment with or without good reason (as defined in the agreement) at any time within one year following the change in control, he will be entitled to receive, among other things, three times his annual salary and bonus. In addition, all of Mr. Wilkins’ unexercised stock options will immediately vest and become exercisable and will remain exercisable for the lesser of three years or their remaining term to expiry. Mr. Wilkins’ change in control agreement also provides that in the event Mr. Wilkins gives notice, within one year following a change in control, that he intends to terminate his employment with the Company other than for good reason, he will agree to remain as President and Chief Executive Officer for a period of up to six months beyond his intended resignation date if so requested by the Board of Directors.

      In addition, certain other officers and certain members of management of the Company are participants in a Change of Control Severance Plan, which provides for severance benefits, including severance payments calculated with reference to various factors such as seniority and length of service with the Company in the event of a termination of employment following a change in control (as defined in the plan).

20


 

INDEBTEDNESS OF DIRECTORS AND OFFICERS

      During 2004, one senior officer had a loan outstanding from the Company (other than “routine indebtedness” under applicable Canadian securities and corporate laws).

                     
Largest
Involvement Amount Amount
of Issuer or Outstanding Outstanding as at
Name and Principal Position Subsidiary during 2004(1) March 1, 2005(1)




Brad L. Doores   Corporation Loan   $ 285,296     $ 284,278  
Vice President and Assistant General Counsel
(Cedar Valley, Ontario)
                   

(1) The rate of exchange used to convert to United States dollars is the Bank of Canada noon rate on the applicable date.
 
(2) The loan to Mr. Doores was made on October 19, 1995 in connection with the purchase of his residence. The loan is secured against the residence, bears interest at a rate of 5.78% per annum, and is denominated in Canadian dollars.


     As at March 1, 2005, the aggregate amount of indebtedness owed to the Company or its subsidiaries by all present and former directors, officers and employees of Barrick and its subsidiaries for purposes other than in connection with purchase of securities (other than “routine indebtedness” under applicable Canadian securities laws) was approximately $600,000. As at March 1, 2005, there was no outstanding indebtedness (other than “routine indebtedness” under applicable Canadian securities laws) to the Company or its subsidiaries by all present and former directors, officers and employees of Barrick and its subsidiaries made in connection with the purchase of securities of the Company or any of its subsidiaries.

PERFORMANCE GRAPH

      The following graph compares the total cumulative shareholder return for Cdn$100 invested in Barrick Common Shares on December 31, 1999 with the cumulative total return of the S&P/TSX Gold Index and the S&P/TSX Composite Index for the five most recently completed financial years.

      The total cumulative shareholder return for Cdn$100 invested in Barrick was Cdn$119.60 as compared with Cdn$142.56 for the S&P/TSX Gold Index and Cdn$119.31 for the S&P/TSX Composite Index.

Cumulative Value of CDN $100 Investment(1)

(PERFORMANCE GRAPH)


(1) Dividends paid on Barrick Common Shares are assumed to be reinvested at the closing share price on the dividend payment date. The two TSX indices are total return indices, and they include dividends reinvested.

21


 

EQUITY COMPENSATION PLAN INFORMATION

      The following table provides information on the Company’s equity compensation plans as of December 31, 2004.

                         
Number of Shares
Remaining Available
Number of Shares Weighted Average for Future Issuance Under
to be Issued Upon Exercise Price Equity Compensation Plans
Exercise of Outstanding of Outstanding as at December 31,
Equity Compensation Plans Approved Options as at Options as at 2004 (Excluding Shares
by Shareholders(1) December 31, 2004 December 31, 2004 Reflected in Column 2)




Amended and Restated Stock Option Plan
    19,377,875     $ 23.16       1,609,921  
Stock Option Plan (2004)
    4,882,250     $ 23.80       11,117,750  

(1) In addition, Barrick inherited the stock option plans of Sutton Resources Ltd. and Homestake Mining Company in connection with its acquisitions of those companies. As of December 31, 2004, 1,067,211 Barrick Common Shares were issuable upon the exercise of outstanding options under the Homestake Mining Company Stock Option Plan, with a weighted average exercise price of $21.27. As of December 31, 2004, 330,434 Barrick Common Shares were issuable upon the exercise of outstanding options under the Sutton Resources Ltd. Stock Option Plan, with a weighted average exercise price of $16.67. Excluding Barrick Common Shares to be issued upon exercise of outstanding options, no Barrick Common Shares remain available for future issuance under the Homestake Mining Company or Sutton Resources Ltd. stock option plans.


Amended and Restated Stock Option Plan

      In 1996, shareholder and regulatory approval was obtained to implement Barrick’s Amended and Restated Stock Option Plan (the “Amended and Restated Plan”). Barrick’s shareholders authorized the issuance of up to 35,000,000 Barrick Common Shares under the Amended and Restated Plan. As of December 31, 2004, 7,343,438 Barrick Common Shares had been issued pursuant to options granted under the Amended and Restated Plan, representing 1.4% of the Company’s outstanding capital as of that date. As of December 31, 2004, there were options outstanding to purchase an aggregate of 19,377,875 Barrick Common Shares under the Amended and Restated Plan, representing 3.6% of the Company’s outstanding capital as of that date, taking into account options that have been exercised, forfeited or cancelled. Therefore, the total number of Barrick Common Shares issued and issuable under the Amended and Restated Plan as of December 31, 2004 totaled 26,721,313 Barrick Common Shares, representing 5.0% of the Company’s then outstanding capital. As of December 31, 2004, 1,609,921 stock options remained available for grant under the Amended and Restated Plan.

      The purpose of the Amended and Restated Plan is to provide directors, officers and full-time employees of the Company and its subsidiaries and consultants compensation opportunities that will encourage share ownership and enhance the Company’s ability to attract, retain and motivate key personnel and reward significant performance achievements.

      The total number of Barrick Common Shares to be optioned to any optionee under the Amended and Restated Plan together with any Barrick Common Shares reserved for issuance to such optionee and his or her associates under options or other share compensation arrangements may not exceed 1% of the number of Barrick Common Shares outstanding at the date of the grant of the option, excluding Barrick Common Shares issued pursuant to the Amended and Restated Plan or any other share compensation arrangement of the Company during the preceding one-year period.

      A Committee of the Board of Directors administers the Amended and Restated Plan. All grants of options by the Committee under the Amended and Restated Plan are subject to the approval of the Board of Directors, and no option has any force or effect until such approval is obtained. The exercise price of each option granted under the Amended and Restated Plan is determined by the Committee. The exercise price of each option granted under the Amended and Restated Plan may not be less than the closing price of a Barrick Common Share on the Toronto Stock Exchange on the last trading day before the day the option is granted.

22


 

      Options granted under the Amended and Restated Plan are not assignable, except that in the event of an optionee’s death, options may be exercised in accordance with their terms by appropriate legal representatives. Options may be exercised only for so long as the optionee remains an employee, subject to certain exceptions, including death or termination of employment other than for cause. If, before the expiry of an option in accordance with its terms, the employment of the optionee terminates for any reason other than termination by the Company for cause but including termination by reason of the death of the optionee, then the option may be exercised within three months of the date of termination of employment or death of the optionee, but only to the extent that the optionee was entitled to exercise such options at the date of the termination of employment or death of the optionee. However, in the case of the optionee’s death, the Committee may in its discretion extend the time in which the optionee’s legal representative can exercise an option to a date that does not exceed the original expiration date of the option.

      Options granted under the Amended and Restated Plan expire not later than ten years after the date of grant, and generally, options do not vest immediately. The Committee’s practice under the Amended and Restated Plan has been to grant options having a term of ten years, vesting over a period of four years. The Amended and Restated Plan contains standard provisions permitting accelerated vesting for executive officers and other members of management who are party to a change in control agreement with the Company in the event of a change in control of Barrick.

      The Board of Directors may at any time terminate the Amended and Restated Plan and may amend it in such respects as the Board of Directors deems appropriate, subject to required regulatory or shareholder approval, provided that any amendment or termination may not alter or impair in any materially adverse fashion any option previously granted to an optionee under the Amended and Restated Plan without the consent of the optionee.

Stock Option Plan (2004)

      In 2004, shareholder and regulatory approval was obtained to implement Barrick’s Stock Option Plan (2004) (the “2004 Plan”). Shareholders authorized the issuance of up to 16,000,000 Barrick Common Shares under the 2004 Plan at the Company’s 2004 Annual and Special Meeting of Shareholders. As of December 31, 2004, there were options outstanding to purchase an aggregate of 4,882,250 Barrick Common Shares under the 2004 Plan, representing 0.9% of the Company’s outstanding capital as of that date. As of December 31, 2004, no options have been exercised, forfeited or cancelled under the 2004 Plan. As of December 31, 2004, 11,117,750 stock options remained available for grant under the 2004 Plan, representing approximately 2.1% of the Company’s then outstanding capital.

      The purpose of the 2004 Plan is to provide officers and key employees of the Company or any subsidiary and consultants to the Company or any subsidiary compensation opportunities that will reward the creation of shareholder value over the long-term and enhance the Company’s ability to attract, retain and motivate key personnel. Non-management directors are not eligible to participate in the 2004 Plan.

      The total number of Barrick Common Shares to be optioned to any optionee under the 2004 Plan together with any Barrick Common Shares reserved for issuance to such optionee and his or her associates under options or other share compensation arrangements may not exceed one per cent of the number of Barrick Common Shares outstanding at the date of the grant of the option.

      A Committee of the Board of Directors administers the 2004 Plan. All grants of options by the Committee under the 2004 Plan are subject to the approval of the Board of Directors, and no option has any force or effect until such approval is obtained. The exercise price of each option granted under the 2004 Plan is determined by the Committee. The exercise price of each option granted under the 2004 Plan may not be less than the closing price of a Barrick Common Share on the Toronto Stock Exchange on the last trading day before the day the option is granted. No repricing of options is permitted under the 2004 Plan.

23


 

      Options granted under the 2004 Plan are not assignable, except that in the event of an optionee’s death, options may be exercised in accordance with their terms by appropriate legal representatives. Options may be exercised only for so long as the optionee remains an employee, subject to certain exceptions, including death, retirement or termination of employment other than for cause. If, before the expiry of an option in accordance with its terms, the employment of the optionee terminates for any reason other than termination by the Company for cause but including termination by reason of the death of the optionee, then the option may be exercised within six months of the date of termination of employment or death of the optionee, but only to the extent that the optionee was entitled to exercise such options at the date of the termination of employment or death of the optionee. However, the Committee may in some of these cases accelerate the vesting of any unvested options or extend the time in which the optionee, or in the case of the optionee’s death, the optionee’s legal representative, can exercise an option to a date that does not exceed the earlier of the original expiration date of the option or three years from the termination of employment or death of the optionee, as the case may be.

      Options granted under the 2004 Plan expire not later than seven years after the date of grant. Generally, options do not vest immediately, but vest over a period of four years at 25% per year. The 2004 Plan contains standard provisions permitting accelerated vesting for executive officers and other members of management who are party to a change in control agreement with the Company in the event of a change in control of Barrick.

      The 2004 Plan provides that the Committee, subject to the approval of the Board of Directors, may determine performance measures to be met as a pre-condition to the granting or vesting of an option. These performance measures can be either for the Company as a whole or the individual. The Committee may consider one or more of the following performance measures: net income, cash flow, net asset value, production performance, production growth and reserve growth. Individual performance measures that the Committee may implement under the 2004 Plan will vary according to the individual’s ability to affect business results.

      The Board of Directors may at any time terminate the 2004 Plan and may amend it in such respects as the Board of Directors deems appropriate, subject to required regulatory or shareholder approval, provided that any amendment or termination may not decrease the entitlements of an optionee that have accrued prior to the date of such amendment or termination, and that the 2004 Plan may not be amended to permit repricing of outstanding options without shareholder approval.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

      During 2004, Barrick purchased insurance for the benefit of directors and officers of Barrick and its subsidiaries against any liability incurred by them in their capacity as directors and officers, subject to certain limitations contained in the Business Corporations Act (Ontario). The premium for such insurance was $4 million. The policy provided coverage to each director and officer of $100 million in the policy year.

      In accordance with the provisions of the Business Corporations Act (Ontario), Barrick’s by-laws provide that Barrick will indemnify a director or officer, a former director or officer, or a person who acts or acted at the Company’s request as a director or officer of a company of which Barrick is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including amounts paid to settle an action or to satisfy a judgment, reasonably incurred in respect of any civil, criminal or administrative action or proceeding to which he or she was made a party by reason of being or having been a director or officer of Barrick or such other company if he or she acted honestly and in good faith with a view to the best interests of the Company or, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he or she had reasonable grounds to believe that his or her conduct was lawful. If Barrick becomes liable under the terms of its by-laws, the insurance coverage will extend to its liability; however, each claim will be subject to a deductible of $5 million.

      During 2004, certain current and former officers were either indemnified by the Company or paid by the insurer under the Company’s directors and officers insurance policy for costs incurred by them in their capacity as directors and officers of Barrick. Randall Oliphant (former Chief Executive Officer), John K. Carrington

24


 

(former Chief Operating Officer), and Jamie C. Sokalsky (current Chief Financial Officer) and the Company were named as defendants in Wagner v. Barrick, a securities class action complaint filed in the U.S. District Court for the Southern District of New York in 2003. During 2004, $12,641 was paid on behalf of Mr. Oliphant, and $8,631 was paid on behalf of Mr. Carrington in connection with their defense costs for this litigation. In addition, the Company has retained a law firm to act as common defense counsel for the Company and the three individual defendants; these defense costs are subject to coverage under the Company’s directors and officers insurance policy and amounted to $705,785 in 2004.

APPOINTMENT OF AUDITORS

      Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the re-appointment of PricewaterhouseCoopers LLP as auditors of Barrick to hold office until the next annual meeting of shareholders and the authorization of the Board of Directors to fix their remuneration.

      For the year ended December 31, 2004, PricewaterhouseCoopers LLP were paid total fees of $2.3 million for audit services and total fees of $1.3 million for other services, comprised of $0.4 million for audit-related services, $0.8 million for tax compliance and advisory services and $0.1 million for Sarbanes Oxley preparation services. Since September 2002, all non-audit services to be provided by PricewaterhouseCoopers LLP have been subject to pre-approval by the Audit Committee.

      The Board of Directors recommends that shareholders vote in favour of the appointment of PricewaterhouseCoopers LLP and the authorization of the Board of Directors to fix their remuneration.

AVAILABILITY OF DISCLOSURE DOCUMENTS

      Additional information relating to Barrick is available on SEDAR at www.sedar.com and on Barrick’s website, www.barrick.com. Financial information about Barrick is provided in the Company’s comparative financial statements and management’s discussion and analysis of financial and operating results for the year ended December 31, 2004.

      Barrick will provide to any person or company, upon request to its Investor Relations Department, a copy of:

  (1) its 2004 Annual Report, including management’s discussion and analysis of financial and operating results;
 
  (2) its latest Annual Information Form, together with a copy of any document, or pertinent pages of any document, incorporated therein by reference;
 
  (3) its comparative financial statements for the year ended December 31, 2004, together with the report of its auditors thereon, and any interim financial statements filed subsequently; and
 
  (4) its Management Information Circular and Proxy Statement for its last Annual Meeting of Shareholders.

Barrick’s Investor Relations Department may be reached at:

Toll-free number within Canada and the United States: 1-800-720-7415
Telephone: (416) 861-9911
Fax: (416) 861-0727
Email: investor@barrick.com


BCE Place, Canada Trust Tower
Suite 3700, 161 Bay Street
P.O. Box 212
Toronto, Ontario
M5J 2S1

25


 

DIRECTORS’ APPROVAL

      The contents of this Circular and the sending thereof to the shareholders of the Company have been approved by the Board of Directors.

Toronto, Ontario, March 14, 2005.
  By Order of the Board of Directors
 
  (Sybil Veenman sig)
  Sybil E. Veenman
  Vice-President, Assistant General Counsel and
  Secretary

26


 

LOGO


 

LOGO
PROXY

FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 28, 2005

      The undersigned holder of common shares of BARRICK GOLD CORPORATION (“Barrick”) hereby appoints Peter Munk, the Chairman of Barrick, or failing him, Gregory C. Wilkins, the President and Chief Executive Officer, or failing him, Sybil E. Veenman, the Vice-President, Assistant General Counsel and Secretary, or instead of any of the foregoing,                                            as the nominee of the undersigned to attend and act for and on behalf of the undersigned at the Annual Meeting of the Shareholders of Barrick to be held on the 28th day of April, 2005 and at any postponed or adjourned meeting, to the same extent and with the same power as if the undersigned was personally present at the said meeting or such postponement or adjournment thereof and, without limiting the generality of the power hereby conferred, the nominees named above are specifically directed to vote all shares of Barrick registered in the name of the undersigned as indicated below.

         
1.
  ELECTION OF DIRECTORS    
    FOR o   WITHHOLD FROM VOTING o
    all nominees listed below   as to nominees listed below
    (except as marked to the contrary below)    
    (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the Nominee’s name in the list below.)
    H. L. Beck, C. W. D. Birchall, G. Cisneros, M. A. Cohen, P. A. Crossgrove, P.C. Godsoe, A. A. MacNaughton,
B. Mulroney, A. Munk, P. Munk, J. L. Rotman, S.J. Shapiro, and G.C. Wilkins.
2.
  RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as the auditors of Barrick and authorizing the directors to fix their remuneration.
    FOR o   WITHHOLD FROM VOTING o

3.  To vote at the discretion of the proxyholder on any amendments or variations to the foregoing and on any other matters (other than matters which are to come before the meeting and which are the subject of another proxy executed by the undersigned) which may properly come before the meeting or any postponement or adjournment thereof.

This proxy is solicited on behalf of the management of Barrick. Shareholders have the right to appoint a person or company to attend and act on their behalf at the Annual Meeting other than the persons designated above and may exercise such right by inserting the name of their designated proxyholder in the blank space provided above for that purpose.

DATED this                                     day of                                        , 2005

                                                                                                                     

Signature of Shareholder                         Name of Shareholder (please print as registered)

NOTES:

1.  This proxy form must be signed and dated by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. If the proxy form is not dated in the space provided, it is deemed to bear the date on which it is mailed by the management of Barrick.

2.  In the event that no specification has been made with respect to the voting on the resolution referred to in items 1 or 2 above, the proxy nominees are instructed to vote the shares represented by this proxy on such matter and in favour of such resolution.

3.  To be effective, this proxy must be deposited (1) by mail to the office of the Company’s transfer agent, CIBC Mellon Trust Company, at the address on the envelope provided herewith, (2) by personal delivery to CIBC Mellon Trust Company, Proxy Dept., 200 Queen’s Quay East, Unit 6, Toronto, Ontario M5A 4K9; (3) by facsimile at (416) 368-2502; (4) via telephone at 1-866-271-1207; or (5) via the Internet at www.eproxyvoting.com/barrick, to CIBC Mellon Trust Company, in each case not later than 5:00 p.m., Toronto time, on Wednesday, April 27, 2005, or the last business day prior to any adjourned or postponed meeting.


 

     
 
BARRICK GOLD CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 2005

VOTING INSTRUCTION FORM FOR HOLDERS OF
BARRICK GOLD INC. (“BGI”)
(FORMERLY, HOMESTAKE CANADA INC.)
EXCHANGEABLE SHARES

These voting instructions are solicited
on behalf of Management

To holders of BGI Exchangeable Shares:

You are entitled to exercise voting rights at the Barrick Gold Corporation Annual Meeting to be held on April 28, 2005. You may instruct Computershare Trust Company of Canada, as trustee, to vote on your behalf. See paragraph A below. Alternatively, you may name one or more persons (including yourself) as proxy to vote on your behalf. See paragraph B below. Check the applicable box and, in the case of appointment of a proxy, insert the name of the person(s) chosen as your proxy in paragraph B. (Check box A or box B):

o   A.   Voting Instructions to Computershare Trust Company of Canada. The undersigned hereby instructs Computershare Trust Company of Canada to vote as designated below, as to all BGI Exchangeable Shares held by the undersigned on March 10, 2005, at the Barrick Gold Corporation Annual Meeting or any postponement or adjournment thereof.

o   B.   Appointment of Proxy. The undersigned hereby appoints                         as proxy, with the power to appoint a substitute, and hereby authorizes a majority (or if only one, then that one) of them to represent and to vote as designated below, as to all BGI Exchangeable Shares held by the undersigned on March 10, 2005, at the Barrick Gold Corporation Annual Meeting or any postponement or adjournment therefore (Persons holding proxies must attend the Meeting in order to vote.)

To be effective, this voting instruction form must be received by Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, Canada, M5J 2Y1 or by facsimile at (416) 263-9524 or 1-866-249-7775 (within North America), by 5:00 pm (Toronto time) on April 26, 2005 or the second last business day before any adjourned or postponed meeting.
  Business To Be Conducted:

1.  Election of Directors:

    o FOR all nominees listed below      o Withhold from Voting
         (except as marked below)                   (on all nominees)

    Instruction: To withhold authority to vote for one or more nominees, strike a line through the nominee’s name in the list below.

The nominees for director are H.L. Beck, C.W.D. Birchall, G. Cisneros, M.A. Cohen, P.A. Crossgrove, P.C. Godsoe, A.A. MacNaughton, B. Mulroney, A. Munk, P. Munk, J.L. Rotman, S.J. Shapiro, and G.C. Wilkins.

2.  Approval of appointment of PricewaterhouseCoopers LLP as auditors and authorizing the directors to fix their remuneration.

    o  FOR                  o  Withhold from Voting

By execution of these voting instructions, the undersigned hereby authorizes Computershare Trust Company of Canada or the persons named as proxy (or their substitutes), as applicable, to vote in their discretion on any amendments or variations to the above matters or on such other business as may properly come before the meeting or any postponement or adjournment hereof.

BGI EXCHANGEABLE SHARES WILL BE VOTED AS INSTRUCTED. IF NO DIRECTIONS ARE GIVEN, THE SHARES WILL BE VOTED “FOR” ITEMS 1 and 2.

Dated ------------------------------------, 2005

          (insert date of signing)

                                          
                              Signature
                                                     
                              Name (please print as registered)

Sign exactly as name appears on this voting instruction form. If BGI Exchangeable Shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If holder is a corporation, sign in full corporate name by an authorized officer.
EX-3 4 t16074exv3.htm EX-3 exv3
 

(BARRICK LOGO)

BARRICK GOLD CORPORATION

Consolidated Financial Statements and

Management’s Discussion and Analysis of Financial and Operating Results

FOR THE YEAR ENDED DECEMBER 31, 2004

In accordance with Canadian Generally Accepted Accounting Principles

 


 

         
BARRICK YEAR-END 2004      
CONTENTS   PAGE
 
Management’s Discussion and Analysis
    1  
Core Business
    1  
Executive Overview and 2005 Outlook
    2  
Vision and Strategy
    3  
Capability to Deliver Results
    3  
Impact of Key Economic Trends
    5  
Results
    8  
Overview of 2004 versus 2003
    8  
Consolidated Gold Production and Sales
    9  
Results of Operating Segments
    10  
Other Costs and Expenses
    16  
Cash Flow
    18  
Overview of 2003 versus 2002
    20  
Balance Sheet
    20  
Quarterly Information
    21  
Off-Balance Sheet Arrangements
    22  
Liquidity
    25  
Critical Accounting Policies and Estimates
    27  
Non-GAAP Performance Measures
    34  
Cautionary Statement on Forward-Looking Information
    34  
Glossary of Technical Terms
    38  
Consolidated Statements of Income
    39  
Consolidated Statements of Cash Flow
    40  
Consolidated Balance Sheet
    41  
Consolidated Statements of Shareholders’ Equity
    42  
Notes to Consolidated Financial Statements
    43  

BARRICK YEAR-END 2004

 


 

MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”)

     
 
         
Core Business
    1  
Executive Overview and 2005 Outlook
    2  
Vision and Strategy
    3  
Capability to Deliver Results
    3  
Impact of Key Economic Trends
    5  
Results
       
Overview of 2004 versus 2003
    8  
Consolidated Gold Production and Sales
    9  
Results of Operating Segments
    10  
Other Costs and Expenses
    16  
Cash Flow
    18  
Overview of 2003 versus 2002
    20  
Balance Sheet
    20  
Quarterly Information
    21  
Off-Balance Sheet Arrangements
    22  
Liquidity
    25  
Critical Accounting Policies and Estimates
    27  
Non-GAAP Performance Measures
    34  
Cautionary Statement on Forward-Looking Information
    34  
Glossary of Technical Terms
    38  

This MD&A has been prepared as of February 9, 2005, and is intended to supplement and complement our audited financial statements and notes thereto for the year ended December 31, 2004 prepared in accordance with Canadian generally accepted accounting principles, or Canadian GAAP (collectively, our “Financial Statements”). You are encouraged to review our Financial Statements in conjunction with your review of this MD&A. Additional information relating to the Company, including our Annual Information Form, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. For an explanation of terminology used in this MD&A that is unique to the mining industry, readers should refer to the glossary on page 38. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. Unless otherwise indicated, the financial information in this MD&A has been prepared in accordance with Canadian GAAP.

For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, and would reasonably be expected to result in, a significant change in the market price or value of Barrick Gold Corporation’s shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity.

CORE BUSINESS

Barrick Gold Corporation (“Barrick”) is one of the world’s largest gold producers in terms of market capitalization, annual gold production and gold reserves. Our operations are concentrated in three regions: North America, Australia/Africa and South America.

Over the next two years, after production begins at four of our development projects, we are targeting our annual gold production to grow to 6.8-7.0 million ounces, with South America contributing an increasing proportion of our production. To grow our business, we are also exploring for gold in areas of the world outside of our three regions, particularly in Russia and Central Asia.

Ounces Produced by Region in 2004

(PIE CHART)

We generate revenue and cash flow from the production and sale of gold in both bullion and concentrate form. We sell our gold production through three primary distribution channels: gold bullion is sold in either the gold spot market or under gold sales contracts between Barrick and various third parties, and gold concentrate is sold to independent smelting companies. Selling prices reflect the market price for gold at the time an agreement is reached on pricing.

             
BARRICK YEAR-END 2004
    1     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

EXECUTIVE OVERVIEW AND 2005 OUTLOOK

Our share price appreciated by 6.65% in 2004, outperforming senior gold producers Newmont Mining Corporation, Placer Dome Inc., Anglogold Ashanti Limited and Gold Fields Limited, while the spot gold price appreciated by 5.54% over the same period.

In 2004, we produced 4.96 million ounces of gold at an average total cash cost of $2121 per ounce, achieving our original guidance for the year. Higher gold production at Goldstrike Open Pit, Goldstrike Underground and Pierina more than offset lower production at the Plutonic, Round Mountain, Darlot and Eskay Creek mine sites. Despite an environment of rising commodity prices, appreciation of currencies against the US dollar, and increased royalty and mining tax payments driven by higher market gold prices, we met our original total cash costs per ounce guidance. Our currency and commodity hedge programs enabled us to mitigate the impact of commodity prices and currency exchange rates on total cash costs per ounce and operating cash flow.

We incurred a loss of $102 million ($0.19 per share) and generated operating cash flow of $535 million ($1.00 per share) in 2004. Our 2004 earnings and operating cash flow included an after-tax opportunity cost of $89 million ($0.17 per share) due to the voluntary reduction of our fixed-price gold sales contracts, with deliveries into contracts at prices below the prevailing market gold price, and corresponding lower revenues from gold sales. The loss in 2004 included impairment charges recorded against long-lived assets of $299 million pre-tax and goodwill impairment charges of $184 million pre-tax, partly offset by tax credits totaling $222 million relating to the resolution of a Peruvian tax assessment and a change in tax status in Australia. In 2004, we exceeded our target (of 1.5 million ounces) for reducing our fixed-price gold sales contracts with a reduction of 2 million ounces.

At year-end, we had proven and probable reserves of 89.1 million ounces of gold2, based on a $375 gold price, after producing 5.5 million contained ounces. Reserve increases in 2004 were due to exploration projects at operating mines and development projects, and a lower cut-off grade as a result of a higher gold price assumption in 2004.

We continue to effectively support and shape our growth profile, including a focus on Russia and Central Asia. We made steady progress on the construction of four new mines, with three of them planned to enter production in 2005. Construction is proceeding on schedule for Lagunas Norte in Peru, Veladero in Argentina, Tulawaka in Tanzania, and Cowal in Australia. We are making progress in planning for our Pascua-Lama Project, which straddles the Chilean and Argentine border, our fifth development project, and East Archimedes which is located in Nevada, our sixth development project.

We have the capital resources to fund our development projects without the need for any equity dilution. During the year, we entered into a nine-year commitment in Argentina for $250 million in Veladero project financing and completed a $750 million public debenture offering. We also continued to optimize our capital structure through a share buyback program. At the same time, we have the gold mining industry’s only A-rated balance sheet, as rated by Standard & Poor’s.

During 2004, we implemented a number of initiatives to strengthen our organization, including making changes to the composition of our Board of Directors and governance practices as part of a commitment towards improved corporate governance. An organizational redesign was fully implemented in 2004. The new organizational design consolidated life-of-mine accountabilities under our Chief Operating Officer and established regional business units to add greater value to the global enterprise.

We expect 2005 gold production to be between 5.4-5.5 million ounces at an average total cash cost of $220-$230 per ounce, and we remain committed to our 40% targeted growth plan and gold production target for 2007 of 6.8-7.0 million ounces, at total cash costs slightly above $200 per ounce.3 The first and second quarters of 2005 are expected to have lower production and higher cash costs, with the second half of the year improving as Lagunas Norte and Veladero come on stream.


1   Total cash costs per ounce is a non-GAAP performance measure that is used throughout this MD&A. For more information see pages 36 to 37.
 
2   For a breakdown of reserves by category and additional information relating to reserves, see page 126 of the Annual Report.

3   See page 9 for further information on forward-looking estimates of gold production and total cash costs per ounce.

             
BARRICK YEAR-END 2004
    2     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

VISION AND STRATEGY

Our vision is to be the world’s best gold company by finding, developing and producing quality reserves in a profitable and socially responsible manner.

The overriding goal of our strategy is to create value for our shareholders. To achieve this, cash flow from our mines is consistently reinvested in exploration, development projects and other strategic investments to work towards sustainable growth in production and cash flow. It can take a number of years for a project to move from the exploration stage through to mine construction and production. Our business strategy reflects this long lead time, but shorter-term priorities are also set for current areas of focus.

We use strategic relationships to share risk and expertise. Examples include joint venture arrangements for the Hemlo, Round Mountain and Kalgoorlie mines, and also for exploration programs in certain areas. We have investments in Highland Gold Mining PLC (“Highland Gold”) and Celtic Resources Holdings PLC (“Celtic Resources”), as well as strategic alliances with both companies, as part of our plan to develop a business unit in Russia and Central Asia.

                 
Long–term Strategy   Focus Areas   Measures
Elements                
Growth in reserves and production
    Growth at existing mine sites by finding new resources and converting to reserves.  
  Additions to reserves and resources.
Consistent investment in exploration and
    Growth through successful exploration focused principally in key exploration districts (Goldstrike, Frontera, Lake Victoria, Alto Chicama) and in Russia/Central Asia.    

  development.
Growth in annual gold production.
Size of gold reserves.
    Execute the development and construction of Veladero, Lagunas Norte, Tulawaka, Cowal, Pascua-Lama and East Archimedes.  

  Construction progress versus schedules.
Actual construction costs.
Status of regulatory requirements.
    Develop a business unit in Russia/Central Asia through investments in, and strategic alliances with Highland Gold and Celtic Resources.        
               
Operational excellence
    Control costs.
o   Global supply chain management.
o   Continuous improvement initiatives.
o   Currency, interest rate and fuel/propane hedge programs.
 


  Total cash costs per ounce.1
Amortization per ounce.1
Ore throughput.
Equipment utilization statistics.
    Optimize productivity through continuous improvement initiatives.     Liquidity - operating cash flow and credit rating.
    Effective assessment and management of risk.     Key balance sheet ratios.
    Effective capital allocation and management.        
    Sourcing of funding for capital needs.        
               
Strengthen the organization
    Workforce - identify and develop talent.     Talent review and performance management.
    Leadership development and succession planning.     Compliance with Sarbanes Oxley Act.
    Adopt best practices in corporate governance, including strengthening internal controls.        
 
Responsible mining
    Reinforce health and safety culture.     Safety leadership and other training initiatives.
    Enhance environmental performance, including use of innovative technology to protect the environment.  
  Medical aid injury frequency.
Environmental performance.
    Maintain positive community and government relations.        


1   Total cash costs per ounce and amortization per ounce are non-GAAP performance measures. For more information, see pages 36 to 37.

CAPABILITY TO DELIVER RESULTS

Resources and processes provide us with the capability to execute our strategy and deliver results. Our critical resources and processes are as follows:

             
BARRICK YEAR-END 2004
    3     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Critical Non-Capital Resources and Processes

Experienced Management Team and Skilled Workforce

We have an experienced management team that has a proven track record in the mining industry. Our management team is critical to the achievement of our strategic goals, and we are focused on retaining and developing key members. The team is focused on the execution of our strategy and business plan. Strong leadership and governance are critical to the successful implementation of our core strategy. We are focusing on leadership development for key members of executive-level and senior mine management.

A skilled workforce is one of our most significant non-capital resources. Competition for appropriately trained and skilled employees is high in the mining industry. Employee retention, the ability to recruit skilled employees, and labor relations have a significant impact on the effectiveness of our workforce, and ultimately the efficiency and effectiveness of our operations. We maintain training programs to develop the skills that certain employees need to fulfill their roles and responsibilities. The remote nature of many mine sites can present a challenge to us in maintaining an appropriately skilled workforce. Priorities for our Human Resources group include strengthening our workforce and developing leadership and succession capabilities by focusing on attracting and retaining the best people, as well as enhancing the process for identifying and developing the leadership pool. We are implementing Human Resources systems solutions to enhance our ability to analyze and compare labor costs, productivity and other key statistics to better manage the effect our workforce has on our mining operations.

Health and Safety

As part of our commitment to corporate responsibility, we focus on continuously improving health and safety programs, systems and resources to help control workplace hazards. Continuous monitoring and integration of health and safety into decision-making enables us to operate effectively, while also focusing on health and safety. Key areas of focus include safety leadership through training and risk management practices; designing and enhancing processes and programs to ensure safety requirements are met; and communicating a safety culture as part of Company and personal core values.

Environmental

We are subject to extensive laws and regulations governing the protection of the environment, endangered and protected species, waste disposal and worker safety. We incur significant expenditures each year to comply with such laws and regulations. We seek to continuously implement operational improvements to enhance environmental performance. We also integrate environmental evaluation, planning, and design into the development stage of new projects to ensure environmental matters are identified and managed at an early stage.

Cost Control

Successful cost control depends upon our ability to obtain and maintain equipment, consumables and supplies as required by our operations at competitive prices. Through a culture of continuous improvement, we are also focusing on identifying and implementing steps to make our operations more effective and efficient.

Our Supply Chain group is focusing on improving long-term cost controls and sourcing strategies for major consumables and supplies used in our mining activities through global commodity purchasing teams. They are also focusing on knowledge sharing across our global business and implementing best practices in procurement. We are developing strategies to help us analyze and source consumables and supplies at the lowest cost over the life of a mine, as well as long-term alliances with suppliers.

Maintenance is a significant component of our operating costs. Our Global Maintenance team is working to reduce maintenance costs and increase equipment utilization through an internal maintenance community. Key areas of focus include setting standards for maintenance to optimize usage of mine equipment and enable cost-effective purchasing of mine equipment. They are implementing a global maintenance system to facilitate sharing of best practices and tracking of capital equipment statistics such as utilization, availability and useful lives.

Technology

Our Information Technology group monitors significant risks, such as security, the risk of failure of critical systems, risks relating to the implementation of new applications, and the potential impact of a systems failure. They are implementing strategies to manage these risks,

             
BARRICK YEAR-END 2004
    4     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

including ongoing enhancements to security; monitoring of operating procedures; the effectiveness of system controls to safeguard data; evaluating technology resources; and maintaining disaster recovery plans. Other areas of focus include reducing technology diversity through standardizing systems solutions, and ongoing analysis of business needs and the potential benefits that can be gained from new applications.

Internal Controls

We maintain a system of internal controls designed to safeguard assets and ensure financial information is reliable. We undertake ongoing evaluations of the effectiveness of internal controls and implement control enhancements, where appropriate, to improve the effectiveness of controls. In 2004 and 2003, we focused on the design, testing and assessment of the effectiveness of internal controls to enable us to meet the certification and attestation requirements of the Sarbanes-Oxley Act. We presently file management certifications annually under Section 302 and Section 906 and expect to comply with the reporting requirements of Section 404 as required by law.

We also maintain a system of disclosure controls and procedures designed to ensure the reliability, completeness and timeliness of the information we disclose in this MD&A and other public disclosure documents.

Critical Capital Resources and Processes

We expect to fund capital requirements of about $2.5 billion over the next four years to finish construction activities at our development projects and for a power plant to supply our Goldstrike mine. Adequate funding is in place or available for all our development projects. We plan to put in place project financing for a portion of the expected construction cost of Pascua-Lama, however, if we are unable to do so because of unforeseen political or other challenges, we expect to be able to fund the capital required through a combination of existing capital resources and future operating cash flow.

We may also invest capital in Russia and Central Asia in 2005 to exercise certain rights we hold through agreements with Highland Gold and Celtic Resources to acquire interests in various mineral properties, and also to acquire future common shares of Celtic. These rights are described in note 10 to the Financial Statements. We expect that any capital required will be funded from a combination of our existing cash position and operating cash flow in 2005.

IMPACT OF KEY ECONOMIC TRENDS

1 Higher Market Gold Prices

(LINE GRAPH)

Market gold prices are subject to volatile price movements over short periods of time, and are affected by numerous industry and macroeconomic factors that are beyond our control. The US dollar gold price has increased over the past few years, mainly due to the weakening of the US dollar against most major currencies, a decline in gold supply and an increase in demand for gold. The gold price over the last few years has had a high correlation with the US dollar, and we expect this correlation to continue.

With global financial markets experiencing significant volatility, political and security issues in a state of uncertainty, and with the US dollar – the “secure investment of choice” globally – coming under pressure, the global investment community has re-awakened to the potential for gold as an alternative investment vehicle. The past few years have seen a resurgence in gold as an investment vehicle, and we believe the prospects for gold to experience further investment interest are good, particularly in light of expected global economic/political uncertainties going forward. We believe that the introduction of more readily accessible and more liquid gold investment vehicles (such as gold exchange traded funds - “ETFs”) will further enhance gold’s appeal to investors.

Our revenues are significantly impacted by the market price of gold. We have historically used fixed-price gold sales contracts to provide protection in periods of low market gold prices, but since 2001 we have been focusing on reducing the level of outstanding fixed-price gold sales contracts. In 2004, we reduced our fixed-price gold sales contracts by 2 million ounces. The terms of our fixed-price gold sales contracts enable us to deliver gold whenever we choose over the primarily ten-year term of the contracts. Our fixed-price gold sales contracts have allowed us to benefit from higher market gold prices, while the flexibility

             
BARRICK YEAR-END 2004
    5     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

implicit in contract terms allows us to reduce the outstanding sales contracts over time.

Over the last three years, our realized gold sales prices have largely tracked the rising market gold price. Periods when our average realized price was below average market prices were primarily caused by us voluntarily choosing to deliver into gold sales contracts at prices lower than prevailing market prices to reduce outstanding gold sales contracts. We view the outlook for market gold prices to be positive due to our view of a declining US dollar and the present supply/demand fundamentals. In the future, we expect to be able to benefit from higher gold prices. The flexibility under our fixed–price gold sales contracts will enable us to deliver gold at market prices, however, if we choose to deliver a portion of our production under gold sales contracts, the prices for those deliveries may be below prevailing market prices.

2 Higher Market Silver Prices

(LINE GRAPH)

Market silver prices are subject to volatile price movements over short periods of time, and are affected by numerous industry and macroeconomic factors that are beyond our control. Market silver prices have increased since late 2003 mainly due to increasing investment and industrial demand, along with higher world economic growth in 2004. Market prices fluctuated in 2004 as higher prices caused demand from jewelry and silverware fabrication to decrease. An expected decline in the use of silver for photographic film due to increases in digital photography may negatively impact market prices, but this trend has been partly offset by increased demand for photographic film in developing countries.

Market silver prices impact the value of silver produced as a by-product at some of our mines. When the silver price increases, by–product credits increase and our total cash costs per ounce decrease. In the past, we have used silver sales contracts to sell a portion of our annual silver production, which has helped to mitigate the impact of volatility in market prices, and we may use such contracts in the future. The flexibility under our silver sales contracts allows us to benefit from higher market silver prices by choosing to deliver silver production into the silver spot market. If we choose to deliver a portion of our silver production under silver sales contracts, the prices for those deliveries may be below prevailing market prices.

3 Weakening of the US dollar Against Major Currencies

(LINE GRAPH)

(LINE GRAPH)

The US dollar significantly depreciated against many major currencies in 2003 and 2004. The weakening of the US dollar was largely due to a record US trade deficit and low interest rates that, after taking into account inflation, provided negative real returns. As these conditions remain, and as the United States seeks to improve the competitiveness of its exports, further devaluation of the US dollar may occur.

Results of our mining operations in Australia and Canada, reported in US dollars, are affected by exchange rates between the Australian and Canadian dollar and the US dollar, because a portion of our annual expenditures are based in local currencies. A weaker US dollar causes costs reported in US dollars to increase, because local currency denominated expenditures have become more expensive in US dollars. We have a currency hedge position as part of our strategy to control costs by mitigating the impact of a weaker US dollar on Canadian and Australian dollar–based expenditures. Over the last three years, our

             
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    6     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

currency hedge position has provided benefits to us in the form of hedge gains when contract exchange rates are compared to prevailing market exchange rates as follows: 2004 - $96 million; 2003 - $58 million; 2002 - $7 million. These gains are included in our operating costs.

At December 31, 2004, we had hedged local currency-based expenditures for about the next three years at average exchange rates that are more favorable than market rates in early 2005. The average rates for currency contracts designated against operating costs over the next three years are $0.64 for Australian dollar contracts and $0.72 for Canadian dollar contracts. Further details of our currency hedge position are included in note 16 to the Financial Statements. Beyond three years, most of our local currency denominated costs are subject to market currency exchange rates. If the trend of a weakening US dollar continues, we do not expect that this will significantly impact our results of operations over the next three years because of the protection we have under our currency hedge position. Beyond the next three years, our results could be affected, depending upon whether we add to our currency hedge positions in the future.

4  Higher Energy Prices

(LINE GRAPH)

Diesel Fuel and Propane

Prices of commodities, such as diesel fuel and propane, are subject to volatile price movements over short periods of time and are affected by factors that are beyond our control. Annually, we consume about 1.3-1.7 million barrels of diesel fuel and 20-25 million gallons of propane at our mines. The cost of these commodities affects our costs to produce gold.

Crude oil is refined into diesel fuel that is used by us at our mines. Due mainly to global supply shortages and a weakening US dollar, crude oil prices rose in 2004, with a corresponding rise in diesel fuel prices. To control costs by mitigating the impact of rising diesel fuel prices, we put in place a fuel hedge position of 2.4 million barrels, a portion of estimated future diesel fuel consumption over the next three years with an average cap price of $39 per barrel and participation to an average floor price of $29 per barrel on about half the position. In 2004, we realized benefits in the form of hedge gains totaling $4 million when contract prices were compared to market prices. If the trend of increasing diesel fuel prices continues, this could impact future gold production costs, albeit mitigated by our present fuel hedge position. We also have a propane hedge position of 29 million gallons at an average price of $0.79 per gallon, that will help to control the cost of a portion of propane consumption at our mining operations over the next two years, and mitigate the impact of volatility in propane prices.

Electricity

Electricity prices have risen in recent years as a result of diesel fuel price increases and natural gas demand, as well as excess demand for electricity. Annually we consume about 1.3-1.5 billion kilowatts of electricity at our mines. Fluctuations in electricity prices or in electricity supply impact costs to produce gold. To control electricity costs, we are building a 115-megawatt natural gas-fired power plant in Nevada that will supply our Goldstrike mine, and reduce the mine’s dependence on the regulated utility in Nevada. The sourcing of electricity from this power plant is expected to reduce total cash costs by an average of about $10 per ounce at Goldstrike over the remaining life of the mine, compared to recent costs of obtaining power from the regulated power utility. The plant is targeted to begin operating in fourth quarter 2005. We are also entering into long-term power supply arrangements for some mines; building powerlines to link into power grids; actively reviewing alternative sources of supply of electricity; and looking at other options across many of our larger mines and development projects.

5 Other Inflationary Cost Pressures

The mining industry has been experiencing significant inflationary cost pressures with increasing costs of labor and prices of consumables such as steel, concrete and tires. The cost of consumables such as steel and concrete mainly impacts mine construction costs. The costs of tires mainly impacts cash production costs. For steel in particular, world demand in excess of supply caused steel prices to increase significantly in 2004. We are directly and indirectly impacted by rising steel prices through the cost of new mine equipment and grinding media, as well as structural steel used in

             
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    7     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

mine construction. We are focusing on supply chain management and continuous improvement initiatives to mitigate the impact of higher steel prices, including controlling usage and extending the life of plant and equipment, where possible.

6   Declining US dollar interest rates

(LINE GRAPH)

US dollar interest rates have been relatively low by historic standards over the past three years due mainly to ongoing weak economic conditions; easy monetary policies; low inflation expectations; and increasing demand for low-risk investments. This lower interest–rate environment has enabled us to secure new sources of financing in 2004 at relatively attractive interest rates.

Volatility in interest rates mainly affects interest receipts on our cash balances ($1,398 million outstanding at the end of 2004), and interest payments on variable–rate long–term debt ($411 million outstanding at the end of 2004). Based on the relative amounts of variable–rate financial assets and liabilities at the end of 2004, declining interest rates would have a negative impact on our results. In the future we expect these relative amounts to change as we invest cash in our development projects. The amount of cash balances may decrease from levels at December 31, 2004, subject to the amount of operating cash flow we generate in the future, as well as other sources of and uses for cash. In response to the volatility in interest rates, we have used interest rate swaps to alter the relative amounts of variable–rate financial assets and liabilities and to mitigate the overall impact of changes in interest rates. Management of interest–rate risk takes into account the term structure of variable–rate financial assets and liabilities. On $300 million of our cash balances, we have fixed the interest rate through 2008 at 3.3%. On our Bulyanhulu project financing, we have fixed the Libor–based rate for the remaining term of the debt at 4.45%. These interest rate swaps have provided benefits to us in the form of hedge gains, when rates under the swaps are compared to market interest rates, totaling $16 million in 2004, $13 million in 2003 and $6 million in 2002. In the future we may alter the notional amounts of interest rate swaps outstanding, as the relative amounts of variable–rate assets and liabilities change, to attempt to manage our exposure to interest rates.

Interest rates have historically been correlated with forward gold prices compared to current market prices. In periods of higher interest rates, forward gold prices have generally been higher.

Consequently in periods of higher interest rates we have been able to secure more favorable future prices under fixed–price gold sales contracts.

RESULTS

Selected Annual Information

For the years ended December 31

($ millions, except per share and per ounce data in dollars)

                                 
    Targets for 20041     2004     2003     2002  
Gold production (‘000s oz)
    4,900–5,000       4,958       5,510       5,695  
Gold sales
                               
‘000s oz
            4,936       5,554       5,805  
$ millions
          $ 1,932     $ 2,006     $ 1,947  
Market gold price2
            409       363       310  
Realized gold price2
            391       361       336  
Total cash costs2,3
  $ 205–215       212       190       180  
Amortization
            468       518       491  
Net income (loss)
            (102 )     117       202  
Net income (loss) per share
                               
Basic
            (0.19 )     0.22       0.37  
Diluted
            (0.19 )     0.22       0.37  
Dividends per share
            0.22       0.22       0.22  
Cash inflow (outflow)
                               
Operating activities
            535       581       651  
Capital expenditures
            (853 )     (384 )     (291 )
Financing activities
            741       (266 )     (61 )
Total assets
            7,834       7,339       7,696  
Total long–term financial liabilities
          $ 1,676     $ 749     $ 757  
Gold reserves (millions of contained oz)
            89.1       85.9       86.9  
Fixed–price gold sales contracts (millions of oz)
            13.5       15.5       18.1  


1   As disclosed in the 2003 Annual Report.
 
2   Per ounce weighted average.
 
3   For an explanation of the use of non-GAAP performance measures, refer to pages 36 to 37 of Management’s Discussion and Analysis.

OVERVIEW OF 2004 VERSUS 2003

Earnings

In 2004, higher cash production costs were offset by higher gold selling prices, but earnings were impacted by lower gold sales volumes. Based on the difference between average realized gold prices and average total production costs per ounce, the impact of lower sales volumes was to decrease pre–tax earnings by about $51 million.

 

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As expected, gold production in 2004 was lower than 2003, and total cash costs per ounce were higher, mainly due to the expected mining of lower ore grades in 2004. Higher spot gold prices enabled us to realize higher selling prices for our gold production, and mitigate the impact on revenue of 11% lower sales volumes. We sold about 59% of our production into the spot market, and 41% into our gold sales contracts at prices lower than prevailing market prices. By voluntarily delivering into some of our gold sales contracts, we reduced our fixed–price gold sales contracts by 2 million ounces, and we accepted an $89 million opportunity cost, compared to delivering all of our production at market prices, with corresponding lower revenues from gold sales.

The loss in 2004 included pre-tax impairment charges totaling $299 million on long-lived assets, and pre-tax goodwill impairment charges of $184 million, partly offset by a $20 million lower pre–tax interest expense and a $234 million income tax recovery. Interest expense decreased by $20 million mainly due to amounts capitalized at development projects in 2004. The $234 million income tax recovery in 2004 included a credit of $141 million following the resolution of a tax assessment in Peru, and a credit of $81 million due to a change in tax status in Australia following the adoption of certain aspects of new tax legislation. Earnings in 2003 included a $60 million post–tax non–hedge derivative gain (2004 – $9 million post–tax) and deferred tax credits totaling $42 million, partly offset by post–tax charges of $11 million on settlement of the Inmet litigation and $48 million pre–tax for the impairment charges of goodwill.

                                                 
Special Items - Effect on earnings increase (decrease) ($ millions)   2004     2003     2002  
For the years ended December 31   Pre-tax     Post-Tax     Pre-tax     Post-Tax     Pre-tax     Post-Tax  
Non-hedge derivative gains (losses)
  $ 5     $ 9     $ 71     $ 60     $ (32 )   $ 10  
Inmet litigation costs
                (16 )     (11 )            
Gains on asset sales
    2       2       24             4       3  
Impairment charges on long–lived assets
                                               
Eskay
    (56 )     (30 )                        
Cowal
    (211 )     (148 )                        
Other
    (32 )     (25 )     (5 )     (3 )     (11 )     (11 )
Impairment charges on investments
    (5 )     (5 )     (11 )     (11 )            
Changes in asset retirement obligation cost estimates
    (22 )     (17 )                        
Resolution of Peruvian tax assessment
                                               
Outcome of tax uncertainties
          141                          
Reversal of other accrued costs
    21       15                          
Future tax credits
                                               
Change in Australian tax status
          81                          
Release of valuation allowances/outcome of uncertainties
                      (42 )           19  
Goodwill impairment charge
    (184 )     (184 )     (48 )     (48 )            
Total
  $ (482 )   $ (161 )   $ 15     $ (55 )   $ (39 )   $ 21  

Cash Flow

Our closing cash position at the end of 2004 increased by $428 million to $1,398 million. Operating cash flow decreased slightly in 2004 mainly due to the lower gold sales volumes and increases in supplies inventory at our development projects, partly offset by lower payments for income taxes. Capital expenditures increased by $469 million to $853 million mainly due to construction activity at our development projects. We received $974 million from new financing put in place primarily to fund construction at our development projects; we paid dividends totaling $118 million and we spent $95 million on our share buyback program.

CONSOLIDATED GOLD PRODUCTION AND SALES

Gold production and production costs

By replacing gold reserves depleted by production year over year, we can maintain production levels over the long term. If depletion of reserves exceeded discoveries over the long term, then we may not be able to sustain gold production levels. Reserves can be replaced by expanding known orebodies or by locating new deposits. Once a site with gold mineralization is discovered, it may take several years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish

 

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proven and probable reserves and to construct mining and processing facilities. Given that gold exploration is speculative in nature, some exploration projects may prove unsuccessful.

Our financial performance is affected by our ability to achieve targets for production volumes and total cash costs. We prepare estimates of future production and total cash costs of production for our operations. These estimates are based on mine plans that reflect the expected method by which we will mine reserves at each mine, and the expected costs associated with the plans. Actual gold production and total cash costs may vary from these estimates for a number of reasons, including if the volume of ore mined and ore grade differs from estimates, which could occur because of changing mining rates; ore dilution; metallurgical and other ore characteristics; and short-term mining conditions that require different sequential development of ore bodies or mining in different areas of the mine. Mining rates are impacted by various risks and hazards inherent at each operation, including natural phenomena, such as inclement weather conditions, floods, and earthquakes; and unexpected labor shortages or strikes. Total cash costs per ounce are also affected by changing waste-to-ore stripping ratios, ore metallurgy that impacts gold recovery rates, labor costs, the cost of mining supplies and services, and foreign currency exchange rates. In the normal course of our operations, we attempt to manage each of these risks to mitigate, where possible, the effect they have on our operating results.

In 2004, production from our portfolio of mines was in line with plan. As expected, production in 2004 was 10% lower than in 2003 primarily as a result of mining lower–grade ore at Goldstrike Open Pit, Pierina and Eskay Creek, partly offset by higher production at Bulyanhulu. Ounces sold decreased by 11% compared to 2003, consistent with the lower production levels. As our development projects commence production beginning in 2005, we are targeting annual gold production to rise to between 6.8 and 7.0 million ounces by 2007 at total cash costs slightly above $200 per ounce. In 2005, we expect to produce about 5.4–5.5 million ounces at total cash costs of between $220 and $230 per ounce.

Our Pierina and Eskay Creek mines produced about 17 million ounces of silver by-products in 2004. The incidental revenue from sales of silver is classified as a component of our reported “total cash costs per ounce” statistics, which is one of the key performance measures that we use to manage our business. At December 31, 2004, the silver content in our gold reserves was about 911 million ounces. After production begins at Pascua–Lama, we expect that our annual silver production will increase significantly.

Consolidated total cash costs per ounce
For the years ended December 31 (in dollars per ounce)

                                 
    Target                    
    for 2004     2004     2003     2002  
Cost of sales1
          $ 248     $ 211     $ 194  
Currency hedge gains
            (19 )     (12 )     (1 )
By-product credits
            (30 )     (21 )     (20 )
Cash operating costs
            199       178       173  
Royalties/mining taxes
            13       12       7  
Total cash costs1
  $ 205–215     $ 212     $ 190     $ 180  


1   At market currency exchange rates.
 
2   For an explanation of the use of non-GAAP performance measures, refer to pages 36 to 37 of Management’s Discussion and Analysis.

Total cash costs for 2004 were in line with the original full-year guidance. As expected, total cash costs in 2004 were higher than in 2003, primarily due to processing lower-grade ore at Goldstrike Open Pit, Round Mountain and Pierina, combined with the effect of changes in average currency hedge rates on total cash costs at our Australian mines.

Revenue from gold sales

We realized an average selling price of $391 per ounce for our gold production in 2004, compared to $361 per ounce in 2003, when average market gold prices were lower. Our average realized price in 2004 reflects delivery of 59% of ounces sold into the spot market at market prices, and 41% into gold sales contracts at selling prices below prevailing market prices. We exceeded our target for reducing our fixed–price gold sales contracts by 0.5 million ounces in 2004, ending the year with a 2 million ounce reduction. The price realized for gold sales in 2005 and beyond will depend upon spot market conditions and the selling prices of any gold sales contracts into which we voluntarily deliver, which could be below prevailing spot market prices.

RESULTS OF OPERATING SEGMENTS

In our Financial Statements we present a measure of historical segment income that reflects gold sales at average consolidated realized gold prices, less segment operating costs and amortization of segment property, plant and equipment. Our

 

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segments include: producing mines, development projects and our corporate exploration group. For each segment, factors influencing consolidated realized gold prices apply equally to the segments, and therefore the factors have not been repeated in the discussion of individual segment results. We monitor segment operating costs using “total cash costs per ounce” statistics that represent segment operating costs divided by ounces of gold sold in each period. The discussion of results for each segment focuses on this statistic in explaining changes in segment operating costs. We also discuss significant variances from prior public guidance for gold production and total cash costs per ounce statistics for each segment.

Conducting mining activities in countries outside North America subjects us to various risks and uncertainties that arise from carrying on business in foreign countries including: uncertain political and economic environments; war and civil disturbances; changes in laws or fiscal policies; interpretation of foreign taxation legislation; and tax implications on repatriation of foreign earnings. We monitor these risks on an ongoing basis and mitigate their effects where possible, but events or changes in circumstances could materially impact our results and financial condition.

For development projects, we prepare estimates of capital expenditures; reserves and costs to produce reserves. We also assess the likelihood of obtaining key governmental permits, land rights and other government approvals. Estimates of capital expenditures are based on studies completed for each project, which also include estimates of annual production and production costs. Adverse changes in any of the key assumptions in these studies or other factors could affect estimated capital expenditures, production levels and production costs, and also the economic feasibility of a project. We take steps to mitigate potentially adverse effects of changes in assumptions or other factors. Prior to the commencement of production, the segment results for development projects reflect expensed mine development and mine start–up costs.

NORTH AMERICA

In 2004, production was at the low end of the original guidance for the year and total cash costs were better than the original guidance for the year. Total cash costs per ounce reflected lower costs than plan at the Goldstrike Open Pit and Eskay Creek, partly offset by higher costs at Round Mountain and Hemlo. Total cash costs for the North America region in 2004 were not significantly affected by the impact of a weakening US dollar on our Canadian mines or by rising fuel prices, because we mitigated these exposures through our currency and fuel hedge programs as part of our focus on controlling costs.

The region produced 9% less gold in 2004 compared with 2003 mainly because of the expected mining of lower-grade ore at the Goldstrike Open Pit and Eskay Creek. Compared to 2003, total cash costs per ounce were 6% higher in 2004, as a result of the processing of lower–grade ore.

In 2005, gold production from the North America region is expected to decline by 5% to about 2.8 million ounces due to the processing of lower–grade ore at Eskay Creek and following the depletion of reserves at Holt–McDermott in 2004. Total cash costs for the region are expected to increase by 10% to about $245 per ounce, mainly due to the processing of lower–grade ore at Round Mountain and Eskay Creek, as well as slightly higher costs at Goldstrike.

Goldstrike, United States

Segment income decreased by $4 million in 2004 from 2003 levels, mainly due to 14% lower gold sales volumes and 12% higher total cash costs per ounce, partly offset by 7% higher realized gold prices and 3% higher amortization expense.

Gold production at the open pit was slightly higher than plan in 2004, and total cash costs per ounce were slightly lower than plan. With the planned mining of lower-grade ore in 2004, partly offset by better gold recovery rates, open–pit production was 11% lower and total cash costs per ounce were 6% higher than in 2003. Revenues decreased by 8%, with a 17% decrease in ounces sold, due to the lower gold production levels in 2004, partly offset by a 7% increase in realized gold prices.

At the underground mine, production was 5% below the low end of the original range of guidance due to lower than expected availability of the Rodeo backfill raise, changes to mine sequencing, and higher maintenance costs due to unexpected repairs to electrical transformers. Total cash costs per ounce were at the high end of the original range of guidance for 2004 due to the lower production volumes and higher backfill haulage costs.

Production was slightly higher than 2003 and total cash costs per ounce were similar to 2003, mainly due to better gold recovery rates and processing of slightly higher–grade ore in 2004.

 

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Amortization expense increased by $4 million in 2004. In 2004, the Nevada Public Utilities Commission approved our proposal to build a 115–megawatt natural gas–fired power plant in Nevada to supply our Goldstrike mine. The plant is targeted to commence operations in fourth quarter 2005. Highlights include:

•   The construction permit for the foundation and buried services was received in fourth quarter 2004.

•   Engineering work for the project is substantially complete and site preparation commenced in fourth quarter 2004. Construction of the power plant was subcontracted to a third–party contractor, and $18 million was spent on construction in 2004.

•   We expect to file an application for a building construction permit in first quarter 2005.

•   The natural gas supplier to the power plant is applying for permits to enable the construction of a short extension from an existing gas pipeline to the power plant site.

Eskay Creek, Canada

Segment income decreased by $10 million in 2004, mainly due to 18% lower gold sales volumes and 7% higher amortization expense, partly offset by 40% lower total cash costs per ounce and 7% higher realized gold prices. Revenues decreased by 14%, with an 18% decrease in ounces sold, due to the lower gold production levels in 2004, partly offset by a 7% increase in realized gold prices.

Production for 2004 was slightly lower than plan due to lower than expected ore grades and unscheduled backfill plant maintenance. Total cash costs per ounce were better than plan, mainly due to higher by-product credits caused by higher silver prices, partly offset by the impact of processing lower–grade ore and higher maintenance costs. Compared to 2003, as expected, production decreased by 18% because of a 4% decline in quantity of ore processed, and an 18% decline in ore grade. Total cash costs per ounce were 40% lower than 2003 mainly due to higher by-product credits in 2004 caused by higher silver prices, partly offset by the impact of lower ore grades.

Amortization expense increased by $3 million in 2004 mainly due to the impact of downward revisions to reserve estimates in 2004 that increased amortization rates, partly offset by the effect of lower gold sales volumes.

In fourth quarter 2004, the Eskay Creek mine was tested for impairment effective December 31, 2004. An impairment charge of $56 million was recorded, which is not included in the measure of segment income. For further details see page 38.

Round Mountain (50% owned), United States

Segment income increased by $1 million in 2004, mainly due to 7% higher realized gold prices and 24% lower amortization expense, partly offset by 27% higher total cash costs per ounce. Revenues increased by 6% mainly due to 7% higher realized gold prices.

Production was 4% higher than the high end of the original range of guidance for 2004, but at slightly higher total cash costs per ounce. Production was positively impacted by the continuing recovery of gold from leach pads where ore was placed in prior years. Higher total cash costs per ounce were mainly due to higher royalty costs, caused by higher market gold prices, as well as higher purchase costs and consumption of both cyanide and lime.

Compared to 2003, gold production was 3% lower due to an expected decline in ore grades partly offset by an increase in quantities of ore processed. Total cash costs per ounce increased by 27% over 2003 as a result of mining lower-grade ore in 2004, higher royalties, and higher purchase costs and consumption of both cyanide and lime. Higher recovery rates of gold from leach pads in 2003 also contributed to the year on year change in total cash costs per ounce.

Amortization expense decreased by $6 million mainly due to slightly lower gold sales volumes, combined with the effect of reserve increases at the beginning of 2004 on amortization rates.

Hemlo (50% owned), Canada

Segment income decreased by $2 million in 2004, mainly due to 10% lower gold sales volumes, combined with 6% higher total cash costs per ounce, partly offset by 7% higher realized gold prices. Revenues decreased by $4 million as 10% lower gold sales volumes were partly offset by 7% higher realized gold prices. Segment income in 2004 excludes a goodwill impairment charge of $36 million. For further details see page 29.

In 2004, production was 10% lower than plan and total cash costs per ounce were 13% higher than plan primarily because ground stability issues caused mining to occur in lower–grade areas of the mine. A decline in ore grades in 2004 was the primary

 

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reason for the lower gold production and higher total cash costs per ounce compared with 2003.

East Archimedes, United States

In September 2004, a decision was made to proceed with the East Archimedes project at the Ruby Hill mine site in Nevada. The project is an open-pit, heap leach operation exploiting the East Archimedes deposit, a deeper continuation of the ore mined previously at Ruby Hill. Construction capital is estimated at about $75 million over an expected two-year construction phase that begins once permitting is secured. The mining fleet has been ordered and permitting work is ongoing. The project has an expected life-of-mine strip ratio of 9:1 and assumes an average mining rate of 100,000 tons per day. The first gold pour is targeted for mid-2007.

SOUTH AMERICA

In 2004, all production was from the Pierina mine. Lagunas Norte and Veladero are expected to begin production and contribute to the South America region’s results in the second half of 2005. In 2005, we expect production to increase by about 90% to about 1.2 million ounces, mainly due to the production start-up at Lagunas Norte and Veladero. Total cash costs are expected to increase by 25% to about $133 per ounce, mainly due to higher costs at Pierina following an increase in the stripping ratio from 60:1 to 86:1 and the impact of new production from Veladero and Lagunas Norte. The higher stripping ratio at Pierina mainly reflects the updating of the mine plan to incorporate additions to reserves at the end of 2004.

Pierina, Peru

Segment income decreased by $12 million in 2004 mainly due to 29% lower gold sales volumes, combined with 28% higher total cash costs per ounce, partly offset by 7% higher realized gold prices and lower amortization rates. Revenues decreased by $76 million as 29% lower gold sales volumes were partly offset by 7% higher realized gold prices.

In 2004, production was slightly higher than plan, however total cash costs per ounce were 6% higher than the upper end of the range of guidance for the year. The ability to access higher-grade ore at the mine was delayed due to a change in the mining plan to adjust for minor pit slope instability in the west pit wall. Higher fuel prices and lower by-product credits, due to lower quantities of silver contained in the ore processed in 2004, as well as processing of lower-grade ore, all contributed to higher total cash costs per ounce. Compared to 2003, production was 29% lower and total cash costs per ounce were 28% higher, due to the expected mining of lower-grade ore. Higher labor costs in 2004 also contributed to the increase in total cash costs over 2003.

Amortization expense decreased by $57 million mainly due to the lower gold sales volumes, combined with the effect of reserve increases at the beginning of the year that lowered amortization rates and caused amortization expense to decrease in 2004 by $5 million.

Lagunas Norte, Peru

In 2004, the segment loss of $3 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized resulting in no segment income or loss.

The project remains on schedule for its first gold pour in the third quarter of 2005. The first three full years of production at Lagunas Norte are now expected to average approximately 800,000 ounces of gold annually at total cash costs of about $155 per ounce. The project’s reserves increased by 2.0 million ounces, or 28%, to 9.1 million ounces at year-end 2004. Higher gold prices have allowed us to bring more ounces into production in the first three full years, but due to the lower ore grades associated with these ounces, our total cash costs per ounce have also increased. Highlights include:

•   The Lagunas Norte/Alto Chicama Legal Stability Agreement between Barrick and the Peruvian Government was executed in January 2005. This agreement will provide greater certainty over the foreign exchange and fiscal administrative regime for 15 years, including real estate taxes, custom duties, VAT and excise taxes.
 
•   Construction of the overall project was about 70% complete at the end of 2004, with about 4,000 workers on-site.
 
•   Construction costs of $193 million were spent in 2004, of which $40 million relates to the purchase of the mine fleet, main auxiliary mine equipment and other mine equipment.
 
•   Approval of the Environmental Impact Statement and principal construction permit was received in first quarter 2004.
 
•   Overliner material is being placed on the leach pad.
 
•   The power line was completed and energized in January 2005.

BARRICK YEAR-END 2004   13   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Veladero, Argentina

In 2004, the segment loss of $5 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized resulting in no segment income or loss.

The project remains on schedule for its first gold pour in the fourth quarter of 2005. The first three full years of production at Veladero are now expected to average approximately 700,000 ounces of gold annually at total cash costs of about $2001 per ounce. The project’s reserves increased by 1.7 million ounces, or 16%, to 12.8 million ounces at year-end 2004. Higher gold prices have allowed us to bring more ounces into production in the first three full years, but due to the lower ore grades associated with these ounces, our total cash costs per ounce have also increased. During 2004, we revised our construction capital estimate upwards to about $540 million from our previous estimate of $475 million due to a number of factors including: increases in prices for commodities, such as fuel, concrete and steel; exchange rate variations; higher labor costs; increased winter operations costs; and some preliminary changes to the scope of the project. Estimated future total cash costs are also being affected by similar cost pressures. We are evaluating a number of alternatives to control the cost increases, which may require some additional capital investment. Highlights include:

•   Construction costs of $286 million were spent in 2004 and the project is about 65% complete.
 
•   Internal mine road construction is complete.
 
•   Work on the truck shop facility was complete in December 2004.
 
•   Steel erection on the secondary crusher is progressing on schedule and the main crusher components have been installed. Construction of the other plant facilities is well advanced.
 
•   The assay lab was commissioned in fourth quarter 2004.
 
•   Construction of the valley-fill heap leach facility embankment began in 2004 and was complete in February 2005.
 
•   Pre-stripping activities have steadily improved in fourth quarter 2004 due to improvements in equipment availability, blasting techniques and the use of experienced shovel operators brought in to assist with mining activities and to train others.


1   Subject to exchange rate fluctuations and applicable export duties.

Pascua-Lama, Chile/Argentina

In 2004, we made a decision to proceed with the development of the Pascua-Lama project in Chile/Argentina. The development is contingent on obtaining the necessary permits, approvals and fiscal regimes. Pascua-Lama is a large, low total cash cost, long-life asset that is expected to contribute to our production, cash flow and earnings for many years. We believe that few undeveloped gold deposits exist in the world that are of comparable size and quality to Pascua-Lama. Pascua-Lama is also expected to increase our leverage to silver. Furthermore, development of the Pascua-Lama project, combined with Veladero and the large associated land holdings with regional exploration potential, presents an opportunity to develop the area as one large gold district.

Annual production is estimated between 750,000-775,000 ounces of gold and about 30 million ounces of silver over the first ten years at estimated total cash costs of about $130-1401 per ounce. The project’s gold reserves increased by 0.8 million ounces, or 5%, to 17.6 million ounces at year-end 2004. Pre-production construction costs are estimated at about $1.4-1.5 billion, excluding capitalized interest. A further $0.3 billion of capital is expected to be spent in the three years after production start-up for a plant expansion and flotation circuit to increase capacity from 33,000 to 44,000 metric tons per day. The permitting phase of the Pascua-Lama project is expected to be completed by the end of 2005. An expected three-year construction phase will begin once permitting has been completed and other fiscal and taxation matters have been finalized, with production targeted to commence in 2009.

In 2004, the segment loss of $4 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized, resulting in no segment income or loss. We incurred capital expenditures of $34 million in 2004.

Recent focus has been on community/government relations, permitting, protocol implementation and tax stability. A mining protocol for the project, which straddles the border of Chile and Argentina, was signed by both governments. The protocol provides the framework for resolving certain issues such as border crossings by personnel and materials. Environmental impact assessments were filed by the end of 2004 and approval is sought by the end of 2005.

BARRICK YEAR-END 2004   14   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

AUSTRALIA/AFRICA

Gold production in 2004 was slightly higher than plan mainly due to the mining of higher-grade ore at Kalgoorlie, partly offset by slightly lower production than plan at Plutonic and Bulyanhulu. Total cash costs per ounce were 3% higher than the upper end of the range of original guidance for the year mainly due to higher costs at Plutonic and Bulyanhulu. Changes in market currency exchange rates in 2004 did not significantly impact total cash costs per ounce because we mitigated this exposure through our currency hedge program.

In 2004, gold production was 1% higher than 2003 as higher production at Kalgoorlie and Bulyanhulu was partly offset by lower production at Plutonic. Total cash costs per ounce were 14% higher than 2003 mainly because of the processing of lower-grade ore at Plutonic, combined with the effect of increases in average Australian dollar currency hedge rates. The average rates of currency hedge contracts vary year on year, which impacts reported total cash costs per ounce. The average exchange rate of hedge contracts in 2004 was $0.58 compared to $0.55 in 2003, which caused total cash costs per ounce to increase slightly in 2004.

In 2005, production from the Australia/Africa region is expected to increase by 7% to about 1.4 million ounces, mainly due to the production start-up at Tulawaka in first quarter 2005. Total cash costs per ounce are expected to increase by 7% to about $257 per ounce, mainly due to a 5% increase in the average exchange rate of Australian currency hedge contracts designated for 2005, but the average exchange rate remains significantly better than current spot exchange rates.

Kalgoorlie (50% owned), Australia

Segment income increased by $11 million in 2004, mainly due to the combined effect of 12% higher gold sales volumes and 7% higher realized gold prices, partly offset by 11% higher total cash costs per ounce. Segment income in 2004 excludes a goodwill impairment charge of $28 million. For further details see page 29.

Production was higher than plan in 2004 due to better-than-expected ore grades and gold recovery rates. Total cash costs per ounce were at the low end of the range of the guidance for the year as better ore grades and recovery rates were partly offset by higher than expected maintenance costs. Gold production was consistent with 2003 as ore tons processed and ore grades were similar to 2003. Total cash costs per ounce were 11% higher than 2003 primarily due to higher maintenance and labor costs, higher fuel prices, and the year on year effect of average exchange rates of currency hedge contracts.

Plutonic, Australia

Segment income decreased by $5 million in 2004 as 4% lower gold sales volumes, combined with 16% higher total cash costs per ounce, were partly offset by 7% higher realized gold prices. Revenues were higher in 2004 as 7% higher realized gold prices were partly offset by 4% lower gold sales volumes.

Production in 2004 was slightly lower than plan and total cash costs per ounce were 14% higher than the upper end of the range of guidance for the year primarily due to the mining of greater quantities of lower-grade open-pit ore. Temporary problems with ground conditions restricted mining of higher-grade ore in the Timor underground area for part of the year, and consequently the mine processed more open-pit ore than planned. Compared with 2003, gold production was 9% lower mainly due to a 12% decrease in ore tons processed. In 2003, ore tons processed were higher because a secondary mill was operating but this mill ceased operating in mid-2004. Total cash costs per ounce were 16% higher than 2003 mainly due to the combined effect of higher fuel, haulage and maintenance costs and the year on year effect of average rates of currency hedge contracts.

Bulyanhulu, Tanzania

Segment income was $9 million better in 2004 as 14% higher gold sales volumes, combined with 7% higher realized gold prices, were partly offset by 17% higher total cash costs per ounce. Revenues were 24% higher in 2004 reflecting the higher gold sales volumes and realized gold prices.

Gold production in 2004 was slightly lower than plan and total cash costs per ounce were 9% higher than the upper end of the range of guidance for the year. Both production and total cash costs per ounce were impacted by higher ore dilution, which caused a 8% decline in the grade of ore processed compared with plan. Compared with 2003, gold production was 12% higher mainly due to a 15% increase in the tons of ore processed due to improved mill performance. Total cash costs per ounce were 15% higher than 2003 due to higher costs of mine site administration and underground maintenance, partly offset by higher copper by-product credits due to higher market copper prices.

BARRICK YEAR-END 2004   15   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Cowal, Australia

In 2004, the segment loss of $1 million represents expensed mine start-up costs. In 2003, all project costs incurred were capitalized, resulting in no segment income or loss. The measure of segment loss in 2004 excludes a $211 million impairment charge for property, plant and equipment that was recorded on completion of an impairment test in fourth quarter 2004, as well as a $120 million goodwill impairment charge. For further details see page 29.

The Cowal project in Australia is progressing well and production is expected to commence in first quarter 2006. The first full three years of production at Cowal are expected to be approximately 230,000 ounces of gold annually at total cash costs of about $2401 per ounce. During 2004, we revised our construction capital estimate up to approximately $305 million due to factors including increases in commodity and consumable prices, and the very competitive construction labor market in Australia. Expected total cash costs per ounce are also being affected by similar cost pressures. Highlights include:

•   Capital expenditures were $73 million, slightly higher than plan as expenditures, originally expected to occur in 2006, were brought forward to 2005 to realize construction efficiencies.
 
•   The pipeline for water supply is complete.
 
•   Bulk excavation for the primary crusher is substantially complete.
 
•   Drilling of pit dewatering bores is complete and the design of additional bores for water supply is underway.
 
•   Purchase orders have been placed for major mining equipment items.
 
•   The construction contract for the electricity transmission line was awarded to a contractor. The contractor started construction on permitted sections in early 2005 and the timing of completion of the entire line is dependent upon receipt of the remaining permits.
 
•   Earthworks is progressing with the northern tailings facility 80% complete and the tailings return pipeline substantially complete.
 
•   The principal authorizations necessary for construction of Cowal have been obtained or are in process, with the additional required sectoral permits expected in due course.


1   Subject to exchange rate fluctuations.

Tulawaka (70% owned), Tanzania

In 2004 and 2003, all project costs incurred were capitalized, resulting in no segment income or loss.

The Tulawaka project is on schedule for its first gold pour in first quarter 2005. Our economic share under the terms of the joint venture of the first full three years of production at Tulawaka is expected to average about 72,000 ounces of gold annually at total cash costs of approximately $215 per ounce. Highlights include:

•   Construction capital of $48 million (100% basis) was spent in 2004.

•   Earthworks and site preparation were near completion at the end of 2004.

•   The mining contract has been awarded to an external contractor.

•   Process plant construction is well underway with the completion of power plant installation and commissioning, substantial completion of the SAG mill, concrete and structured steel installation and other site infrastructure buildings.

•   Plant handover is expected in first quarter 2005.

OTHER COSTS AND EXPENSES

Exploration, Development and Business Development Expense

For the years ended December 31

                         
($ millions)   2004     2003     2002  
Exploration costs
                       
North America
  $ 30     $ 22     $ 16  
Australia/Africa
    27       22       15  
South America
    20       19       7  
Russia/Central Asia
    5       4       4  
Other countries
    1              
 
    83       67       42  
                   
Mine development costs
    2              
Mine start-up costs
                       
Veladero
    5              
Lagunas Norte
    3              
Cowal
    1              
Pascua-Lama
    4              
 
    13              
                   
Business development/other
    15       17       10  
 
  $ 113     $ 84     $ 52  

In 2004, we spent more than both plan and the prior year on our exploration program as part of our strategy to grow our reserves. Higher activity at Goldstrike, Eskay Creek and Round Mountain led to an increase in expenditures for North America. Higher activity in Tanzania, primarily at the Buzwagi project, led to the increase in Australia/Africa.

BARRICK YEAR-END 2004   16   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Other Income Statement Variances

For the years ended December 31
($ millions, except per ounce data and percentages)
                             
    2004   2003   % change   Comments
Amortization
                           
Absolute amount
  $ 468     $ 518       (10 )%   11% lower sales volumes.
Per ounce (dollar)1
    89       89       %    
Administration
  $ 92     $ 83       11 %   Severance costs of $9 million were incurred in 2003. Higher regulatory compliance costs impacted 2004.
Interest income
    25       31       (19 )%   The decrease in 2004 is due to lower average cash balances in 2004 compared to 2003. In 2005, interest income is expected to increase due to higher expected average cash balances.
Interest costs
                           
Incurred
    60       49       22 %   The impact of new financings in second half of 2004 caused an increase over 2003. Interest incurred is expected to increase to between $115 to $120 million in 2005 due to new financing put in place in 2004.
Capitalized
    (45 )     (14 )     221 %   Higher amounts were capitalized at development projects due to construction costs capitalized in 2004, and capitalization at Pascua-Lama from July 1, 2004. In 2005, we expect to capitalize about $105-$110 million at our development projects.
Expensed
  $ 15     $ 35       (57 )%    


1   For an explanation of the use of non-GAAP performance measures, refer to pages 36 to 37.

Other Expense

For the years ended December 31

                     
($ millions)   2004   2003   Comments
Non–hedge derivative gains
  $ (5 )   $ (71 )   Gains in 2003 included $32 million on gold lease rate swaps (2004 - $16 million); and $18 million on currency hedge contracts that became ineffective for hedge accounting purposes.
Impairment of property, plant and equipment
                   
Eskay Creek
    56           See page 30.
Cowal
    211           See page 30.
Other
    32       5     In 2004, includes write-down of certain Australian exploration properties.
Gains on asset sales
    (2 )     (24 )    
Environmental remediation costs
    44       34      
Litigation costs
          16     Costs in 2003 relate to the settlement of the Inmet litigation.
Impairment of investments
    5       11     Losses in 2003 mainly related to investments under a deferred compensation plan.
Impairment of goodwill
    184       48     See page 29.
Other items
    8       14      
  $ 533     $ 33      
 
BARRICK YEAR–END 2004   17   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Income Taxes

                                                 
   
For the years ended December 31           2004                     2003        
($ millions, except percentages)                   Income tax                     Income tax  
Effective income tax rates on elements of   Pre-tax     Effective     expense     Pre-tax     Effective     expense  
income   income     tax rate     (recovery)     income     tax rate     (recovery)  
 
Net income excluding elements below
  $ 132       28 %   $ 37     $ 93       20 %   $ 19  
Deliveries into gold sales contracts1
    (89 )                                
Non-hedge derivative gains (losses)
    (5 )     (80 %)     (4 )     71       15 %     11  
Goodwill impairment charge
    (184 )                 (48 )            
Other items
    (190 )     20 %     (38 )     83       69 %     57  
 
 
  $ (336 )     2 %   $ (5 )   $ 199       44 %   $ 87  
 
Tax only items:
                                               
Change in Australian tax status
          24 %     (81 )                  
Outcome of tax uncertainties
          42 %     (141 )                  
Other items
          2 %     (7 )           (3 %)     (5 )
 
 
  $ (336 )     70 %   $ (234 )   $ 199       41 %   $ 82  
 


1   Impact of deliveries in a low tax-rate jurisdiction at contract prices below prevailing market prices.

Our income tax expense or recovery is a function of an underlying effective tax rate applied to income plus the effect of other items that we track separately. The underlying effective rate increased to 28% in 2004 reflecting the higher market gold price environment, with an average market gold price of $409 per ounce. In 2005, we expect our underlying effective tax rate to decrease to about 22% due to a change in the geographic mix of gold production and therefore taxable income by jurisdiction. As gold prices increase, this underlying tax rate also increases, reaching a high of about 25% with market gold prices at or above $475 per ounce. The underlying rate excludes deferred tax credits from changes in valuation allowances; taxes on non-hedge derivative gains and losses; and the impact of deliveries into gold sales contracts in a low tax rate jurisdiction.

Deliveries into gold sales contracts in a low tax rate jurisdiction can distort the overall effective tax rate if market gold prices differ from the contract prices, but do not affect the absolute amount of income tax expense.

We record future tax charges or credits if changes in facts or circumstances affect the estimated tax basis of assets and therefore the amount of future tax assets or liabilities or because of changes in valuation allowances reflecting changing expectations in our ability to realize future tax assets. In 2004, we recorded a credit of $141 million on final resolution of a Peruvian tax assessment in our favor. We also recorded credits of $81 million due to a change in tax status in Australia following an election that resulted in a revaluation of assets for tax purposes; and also an election to file tax returns from 2004 onwards in US dollars, rather than Australian dollars.

The interpretation of tax regulations and legislation and their application to our business is complex and subject to change. We have significant amounts of future tax assets, including tax loss carry forwards, and also future tax liabilities. Potential changes to any of these amounts, as well as our ability to realize future tax assets, could significantly affect net income or cash flow in future periods. For more information on tax valuation allowances, see page 33.

CASH FLOW

(CHART BAR)

Operating Activities

Operating cash flow decreased by $46 million in 2004 to $535 million. The key factors that contributed to the year over year decrease are summarized in the table below.

             
BARRICK YEAR-END 2004
    18     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Key factors affecting operating cash flow

                             
                    Impact on      
For the years ended December 31                   operating      
($ millions, except per ounce data)   2004     2003     cash flow     Comments
Gold sales volumes
    4,936       5,554     $ (106 )    
(‘000s oz)
                           
Realized gold prices
  $ 391     $ 361       148      
($/oz)
                           
Total cash costs ($/oz)1
    212       190       (109 )    
Sub-total
                    (67 )   Refer to pages 9 and 10 for explanations of changes in gold production and sales.
Income tax payments
    45       111       66     Payments in 2005 are expected to be similar to 2004.
Non-cash working capital
    49       (89 )     (138 )   Increases in inventory primarily reflect supplies required to support construction at development projects. Inventory is expected to increase again in 2005 at development projects reflecting higher ore in process and in stockpiles. Tax recoverable increased in 2004 for goods and services tax on supplies and material used in construction at development projects. Amounts are expected to be recovered after production begins.
Cost of Inmet settlement
          86       86     Settlement reached in 2003.
                           
Interest expense
    15       35       20     Increase in amounts capitalized to development projects in 2004.
Effect of other factors
                    (15 )    
Total
                  $ (48 )    


1 Total cash costs per ounce is a non–GAAP performance measure. For more information, see pages 36 to 37.

Investing Activities

                             
For the years ended December 31
($ millions)   2004     2003     $ change     Comments
Growth capital expenditures1
                           
Veladero
  $ 286     $ 91     $ 195     Full year of construction activity in 2004.
Lagunas Norte
    193       36       157     Construction started in Q2, 2004.
Tulawaka
    48       4       44     Construction started in Q1, 2004.
Cowal
    73       24       49     Construction started in Q1, 2004.
Pascua-Lama
    34       9       25     Increased development activity and capitalization of interest from Q3, 2004.
Nevada Power Plant
    18             18     Construction started in Q4, 2004.
Sub–total
    652       164       488      
Sustaining capital expenditures
                           
North America
    86       80       6      
Australia/Africa
    87       119       (32 )   2003 was higher due to a transition to owner mining at Plutonic that resulted in equipment purchases.
South America
    8       17       (9 )    
Other
    20       4       16      
Sub–total
    201       220       (19 )    
Total
  $ 853     $ 384     $ 469      


1 Includes construction costs and capitalized interest.
             
BARRICK YEAR-END 2004
    19     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

In 2005, we expect to spend about $1.1 billion on capital expenditures, mainly for construction activities at our development projects. We plan to fund the expected capital expenditures for 2005 from a combination of our $1,398 million cash position at the end of 2004, and operating cash flow that we expect to generate in 2005.

Financing Activities

The most significant financing cash flows in 2004 were $974 million on issue of new long-term debt obligations, $49 million received on the exercise of employee stock options, dividend payments totaling $118 million, and $95 million spent repurchasing 4 million common shares under our share buyback program. We also made scheduled payments under our long-term debt obligations totaling $41 million in 2004.

OVERVIEW OF 2003 VERSUS 2002

Earnings
Earnings in 2003 were lower than in 2002. We benefited from higher spot gold prices, which enabled us to realize a $25 per ounce higher selling price for our gold production (an increase in revenue of $139 million in comparison to 2002). In a higher spot gold price environment, we pay higher royalties, production taxes and income taxes. Royalties and production taxes increased by $5 per ounce, or $23 million, over the prior year, and our underlying effective income tax changed from a recovery of $12 million in 2002 to an expense of $82 million in 2003.

As a result of the closure of five mines in 2002 on depletion of their reserves, we produced and sold 3% fewer ounces in 2003 compared to the prior year. These five closed mines generated a profit contribution, before tax, of $42 million in 2002.

Excluding the closed mines, cash operating costs per ounce excluding royalties and production taxes were $5 per ounce higher in 2003, mainly due to higher costs at Goldstrike Open Pit and Bulyanhulu, which added $39 million to our cash operating costs.

We invested $32 million more in exploration, mine development and business development in 2003 compared to 2002. A $25 million increase in exploration costs to $67 million in 2003 accounts for most of the increase in exploration, development and business development expense year over year.

Earnings in both 2003 and 2002 included various items that significantly impacted the comparability of our results year on year. In 2003, the major items included gains of $71 million on non-hedge derivatives, offset by a $48 million goodwill impairment charge.

In 2003, we had an income tax expense of $82 million. In 2002, we recorded a tax recovery of $12 million; including tax credits totaling $19 million due to the outcome of various tax uncertainties. These credits were offset by valuation allowances against unrecognized tax losses.

Cash Flow
We generated $70 million less operating cash flow in 2003 compared to 2002. Excluding the $86 million settlement of the Inmet litigation, our operating cash flow would have been $16 million higher in 2003 than 2002. Higher realized gold selling prices in 2003 were partly offset by higher total cash costs per ounce and higher payments of income taxes.

Both our cash expenditures for investing and financing activities increased in 2003 compared to 2002. In part, this was a result of increased capital spending with the construction start up at Veladero, as well as $154 million spent on our share buyback program.

BALANCE SHEET

Key Balance Sheet Ratios

                 
Year ended December 31   2004     2003  
Non-cash working capital ($ millions)1
  $ 49     $ (89 )
Net debt (cash) ($ millions)2
  $ 293     $ (211 )
Net debt:equity ratio3
    0.05:1       (0.04:1 )
Current ratio4
    4.56:1       3.33:1  


1 Represents current assets, excluding cash and equivalents, less current liabilities.
2 Represents long-term debt less cash and equivalents.
3 Represents net debt divided by shareholders’ equity.
4 Represents current assets divided by current liabilities.

We regularly review our capital structure with an overall goal of lowering our cost of capital, while preserving the balance sheet strength and flexibility that is important due to the cyclical nature of commodity markets, and ensuring that we have access to cash for strategic purposes. Following a review of our capital structure during 2003, we concluded that a share buyback program was consistent with this goal. In 2004, we repurchased 4 million shares at a total cost of $95 million which was in addition to repurchasing 9 million shares at a total cost of $154 million in 2003. The combined impact of new financing secured in 2004 to fund our development projects, and activity under the share

             
BARRICK YEAR-END 2004
    20     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

buyback program in 2004, caused an increase in our net debt:equity ratio at the end of 2004.

Non-cash working capital increased in 2004 mainly due to a build-up of supplies inventory at our development projects to support normal operating activities, combined with an increase in tax recoverable that relates to goods and services taxes on various elements of mine construction costs that will be recoverable after production begins.

Our net cash position at the end of 2003 changed to net debt at the end of 2004 mainly because our investment in capital expenditures in 2004 exceeded operating cash flow.

Shareholders’ Equity
Outstanding Share Data

As at February 9, 2005, 532.9 million of our common shares, one special voting share and 1.4 million Exchangeable Shares not owned by Barrick (exchangeable into 0.7 million of our common shares) were issued and outstanding. As at February 9, 2005, options to purchase 24.1 million common shares were outstanding under our option plans, as well as options to purchase 1.3 million common shares under certain option plans inherited by us in connection with prior acquisitions. For further information regarding the outstanding shares and stock options, please refer to the Financial Statements and our 2005 Management Information Circular and Proxy Statement.

Dividend Policy

In each of the last three years, we paid a total cash dividend of $0.22 per share - $0.11 in mid-June and $0.11 in mid-December. The amount and timing of any dividends is within the discretion of our Board of Directors. The Board of Directors reviews the dividend policy semi-annually based on the cash requirements of our operating assets, exploration and development activities, as well as potential acquisitions, combined with our current and projected financial position.

                                                                 
QUARTERLY INFORMATION ($ millions, except where indicated)                        
    2004     2003  
    Q4     Q3     Q2     Q1     Q4     Q3     Q2     Q1  
Gold production (‘000s oz)
    1,169       1,232       1,279       1,278       1,301       1,479       1,467       1,263  
Gold sales (‘000s oz)
    1,200       1,267       1,222       1,247       1,362       1,505       1,395       1,292  
Gold sales
  $ 501     $ 500     $ 454     $ 477     $ 529     $ 541     $ 487     $ 449  
Income (loss) before taxes
    (441 )     40       23       42       23       72       55       49  
Income tax recovery (expense)
    241       (7 )     15       (15 )     (59 )     (28 )     7       (2 )
Net income (loss)
  $ (200 )   $ 33     $ 38     $ 27     $ (49 )   $ 44     $ 69     $ 53  
Net income (loss) per share - basic (dollars)
    (0.37 )     0.06       0.07       0.05       (0.06 )     0.08       0.11       0.09  
Per ounce statistics (dollars)
                                                               
Average spot gold price
    434       401       393       408       392       364       347       352  
Average realized gold price
    417       395       372       382       388       359       349       348  
Total cash costs per ounce1
    221       218       209       199       199       180       185       194  
Cash inflow (outflow) from
                                                               
Operating activities
  $ 127     $ 158     $ 117     $ 133     $ 156     $ 204     $ 76     $ 145  
Investing activities
    (249 )     (225 )     (203 )     (171 )     (172 )     (75 )     (73 )     (76 )
Financing activities
  $ 742     $ 154     $ (73 )   $ (82 )   $ (54 )   $ (83 )   $ (130 )   $ 1  


1 For an explanation of the use of non-GAAP performance measures, refer to pages 36 to 37.
             
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    21     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Our financial results for the last eight quarters reflect the following general trends: rising spot gold prices with a corresponding rise in prices realized from gold sales; and declining gold production, sales volumes, and rising total cash costs per ounce as a number of our mines were processing lower grade ore. These historic trends are discussed elsewhere in this MD&A. The quarterly trends are consistent with explanations for annual trends over the last two years. Beginning in the second half of 2005, we expect that the historic trend in gold production, sales volumes, and total cash costs per ounce will reverse as our lower cost mines in development begin production. Net income in each quarter also reflects the timing of various special items that are presented in the table on page 15.

Fourth Quarter Results

Revenue for fourth quarter 2004 was $501 million on gold sales of 1.2 million ounces, compared to $529 million in revenue on gold sales of 1.4 million ounces for the prior-year quarter. During the quarter, spot gold prices averaged $434 per ounce. We realized an average price of $417 per ounce during the quarter compared to $388 per ounce in the prior-year quarter.

For the quarter, we produced 1.17 million ounces at total cash costs of $221 per ounce compared to 1.36 million ounces at total cash costs of $199 per ounce in the prior-year quarter.

In fourth quarter 2004 we incurred a loss of $200 million ($0.37 per share) as compared to a loss of $49 million ($0.06 per share) in the prior-year quarter. This higher loss over the prior-year quarter reflects an impairment charge for certain long-lived assets of $291 million pre-tax, and a goodwill impairment charge of $184 million, pre-tax partly offset by a $29 per ounce higher realized gold price, a $141 million tax recovery on final resolution of the Peruvian tax assessment, and a $81 million future tax credit due to a change in tax status in Australia, offset by higher total cash costs.

Effect on earnings increase (decrease)

                                 
   
            Three months ended December 31          
($ millions)   2004 2003  
    Pre-tax     Post-tax     Pre-tax     Post-tax  
 
Non-hedge derivative gains
  $ 6     $ 6     $ 46     $ 37  
Gains (losses) on asset sales
    (2 )     (2 )     3       2  
Litigation costs
                (16 )     (11 )
Impairment charges on long–lived assets
    (291 )     (198 )     (5 )     (3 )
Impairment charges on investments
    (4 )     (4 )     (4 )     (4 )
Change in asset retirement obligation estimates
    (19 )     (15 )            
Resolution of Peruvian tax assessment
                               
Outcome of tax uncertainties
          141              
Reversal of other accrued costs
    21       15              
Future tax credits
                               
Change in Australian tax status
                       
Goodwill impairment charge
    (184 )     (184 )     (48 )     (48 )
Total
  $ (473 )   $ (241 )   $ (24 )   $ (27 )

In the quarter, we generated operating cash flow of $127 million as compared to operating cash flow of $156 million in the prior-year period. Lower operating cash flow in the quarter primarily relates to the combined effect of lower gold sales volumes and higher total cash costs per ounce, partly offset by higher realized gold prices.

OFF-BALANCE SHEET ARRANGEMENTS
Gold Sales Contracts

We have historically used gold sales contracts as a means of selling a portion of our annual gold production. The contracting parties are bullion-banking counterparties whose business includes entering into contracts to purchase gold from gold mining companies. Since 2001, we have been focusing on reducing the level of outstanding gold sales contracts. In 2004, spot market sales made up the majority of our consolidated gold sales.

Allocation of Gold Sales Contracts to Support
Pascua-Lama Financing and Construction

In July 2004, we announced a decision to proceed with the Pascua-Lama project (“Pascua-Lama”) subject to receiving required permits and clarification of the applicable fiscal regimes from the governments of Argentina and Chile. We currently expect to put in place third-party financing for up to $750 million of the expected $1.4-$1.5 billion initial construction cost of Pascua-Lama. In anticipation of building Pascua-Lama and in support of any related financing, we allocated 6.5 million ounces of existing fixed-price gold sales contracts specifically to Pascua-Lama (the “Pascua-

             
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    22     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Lama Gold Sales Contracts”) in fourth quarter 2004. The allocation of these contracts will help reduce gold price risk at Pascua-Lama and will help secure the financing for its construction. We expect the allocation of these contracts to eliminate any requirement by lenders to add any incremental gold sales contracts in the future to support the financing of Pascua–Lama.

Key Aspects of Pascua–Lama Gold Sales Contracts
(as of December 31, 2004)

     
Expected delivery dates.1
  2009-2017, the term of the expected financing.
Future estimated average realizable selling price.
  $372/oz.2
Mark-to-market value at December 31, 2004.
  ($966) million.3


1   The contract termination dates are 2014–2017 in most cases, but we expect to deliver Pascua-Lama production against these contracts starting in 2009.
 
2   Upon delivery of production from 2009–2017, the term of expected financing. Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%.
 
3   At a spot gold price of $436 per ounce and market interest rates.

The allocation of 6.5 million ounces of gold sales contracts to Pascua–Lama involves: i) the identification of contracts, in quantities, and for terms that mitigate gold price risk for Pascua–Lama during the term of the expected financing (contracts were chosen where the existing termination dates are spread between 2009, the targeted first year of production, and 2017, the expected retirement of financing for the project); ii) the segregation of these contracts from the remaining non-Pascua-Lama gold sales contracts (the “Corporate Gold Sales contracts”); iii) the eventual settlement of proceeds from these contracts for the benefit of Pascua–Lama production.

Barrick will continue to guarantee the Pascua–Lama Gold Sales Contracts, and the remaining Corporate Gold Sales Contracts. The Barrick guarantee is a critical component in allocating long–term contracts with termination dates out to 2009-2017 to support the future Pascua-Lama financing.

Through allocation of these gold sales contracts to Pascua-Lama, we significantly reduce capital risk. It protects the gold price during the term of the forecasted financing, while leaving the remaining reserves fully levered to spot gold prices. The contracts represent just over 35% of the 17.6 million ounces of gold reserves at Pascua-Lama, and do not impact any of the 643 million ounces of silver contained in gold reserves at Pascua–Lama.

These Pascua–Lama Gold Sales Contracts, while allocated to Pascua production, retain all the benefits of our gold sales Master Trading Agreements (MTAs) and are not subject to margining, downgrade or unilateral and discretionary “right to break” provisions. Furthermore, as part of our MTAs, these Pascua–Lama Gold Sales Contracts are not subject to any provisions regarding any final go–ahead decisions with Pascua–Lama construction, or any possible delay or change in the Pascua–Lama project.

Corporate Gold Sales Contracts

In addition to the gold sales contracts allocated against Pascua-Lama, we have Corporate Gold Sales Contracts, which at December 31, 2004 totaled 7.0 million ounces of fixed–price gold sales contracts. This represents slightly over one year of expected future gold production and approximately 10% of our proven and probable reserves, excluding Pascua-Lama.

Key Aspects of Corporate Gold Sales Contracts
(as of December 31, 2004)

     
Current termination date of contracts.
  2014 in most cases.
Average estimated realizable selling price in 2014.
  $426/oz.1
Mark-to-market value at December 31, 2004.
  ($949) million.2


1   Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%. Accelerating gold deliveries would likely lead to reduced contango that would otherwise have built up over time. Barrick may choose to settle any gold sales contract in advance of this termination date at any time, at its discretion. Historically, delivery has occurred in advance of the contractual termination date.
 
2   At a spot gold price of $436 per ounce, and market interest rates.

We have an obligation to deliver gold by the termination date (currently 2014 in most cases). However, because we typically fix the price of gold under our gold sales contracts to a date that is earlier than the termination date of the contract (referred to as the “interim price-setting date”), the actual realized price on the contract termination date depends upon the actual gold market forward premium (“contango”) between the interim price-setting date and the termination date. Therefore, the $426/oz price estimate could change over time due to a number of factors, including but not limited to: US dollar interest rates, gold lease rates, spot gold prices, and extensions of the termination date. This price, which is an average for the total Corporate Gold Sales Contract position, is not necessarily representative of the prices that may be

             
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    23     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

realized each quarter for actual deliveries into gold sales contracts, in particular if we choose to settle any gold sales contract in advance of the termination date (which we have the right to do at our discretion). If we chose to accelerate gold deliveries, this would likely lead to reduced contango that would otherwise have built up over time (and therefore a lower realized price).

The gold market forward premium, or contango, is typically closely correlated with the difference between US dollar interest rates and gold lease rates. An increase or decrease in US dollar interest rates would generally lead to a corresponding increase or decrease in contango, and therefore an increase or decrease in the estimated future price of the contract at the termination date. Furthermore, the greater the time period between the interim price-setting date and the termination date, the greater the sensitivity of the final realized price to US dollar interest rates.

A short-term spike in gold lease rates would not have a material negative impact on us because we are not significantly exposed under our fixed-price gold sales contracts to short-term gold lease rate variations. A prolonged rise in gold lease rates could result in lower contango (or negative contango, i.e. “backwardation”). Gold lease rates have historically tended to be low, and any spikes short-lived, because of the large amount of gold available for lending relative to demand.

In addition to the Corporate Gold Sales Contracts, we also have floating spot-price gold sales contracts under which we are committed to deliver 0.5 million ounces of gold over the next ten years at spot- prices, less an average fixed–price adjustment of $52 per ounce. These floating spot-price contracts were previously fixed-price contracts, for which, under the price-setting mechanisms of the MTAs, we elected to receive a price based on the market gold spot price at the time of delivery adjusted by the difference between the spot price and the contract price at the time of such election.

Fixed-Price Silver Sales Contracts
(as of December 31, 2004)

     
Millions of silver ounces
  12.4
Current termination date of silver sales contracts
  2014 in most cases.
Average estimated realizable selling price at 2014 termination date
  $8.50/oz.1
Mark-to-market value at December 31, 2004
  ($14) million.2


1 Approximate estimated value based on current market US dollar interest rates and an average lease rate assumption of 1%. Accelerating silver deliveries could potentially lead to reduced contango that would otherwise have built up over time. Barrick may choose to settle any silver sales contract in advance of this termination date at any time, at its discretion. Historically, delivery has occurred in advance of the contractual termination date.
 
2 At a spot silver price of $6.82 per ounce.

We also have floating spot–price silver sales contracts under which we are committed to deliver 12 million ounces of silver over the next ten years at spot prices, less an average fixed-price adjustment of $0.96 per ounce. These floating spot–price contracts were previously fixed–price contracts, for which, under the price–setting mechanisms of the MTAs, we elected to receive a price based on the market silver spot price at the time of delivery adjusted by the difference between the spot price and the contract price at the time of such election.

Key terms of Gold and Silver Sales Contracts

In all of our MTAs, which govern the terms of gold and silver sales contracts with our 19 counterparties, the following applies:

•   The counterparties do not have unilateral and discretionary “right to break” provisions.
 
•   There are no credit downgrade provisions.

•   We are not subject to any margin calls – regardless of the price of gold or silver.

•   We have the right to settle our gold and silver sales contracts on two days notice at any time during the life of the contracts, or keep these forward gold and silver sales contracts outstanding for up to 15 years.

•   At our option, we can sell gold or silver at the market price or the contract price, whichever is higher, up to the termination date of the contracts (currently 2014 in most cases).

The MTAs with our counterparties do provide for early close out of certain transactions in the event of a material adverse change in our ability or that of our principal hedging subsidiary’s ability to perform our or its gold and silver delivery and other obligations under the trading agreements and related parent guarantees or a lack of gold or silver market, and for customary events of default such as covenant breaches, insolvency or bankruptcy. The principal financial covenants are:

•   We must maintain a minimum consolidated net worth of at least $2 billion; currently, it is $3.6 billion. The MTAs exclude unrealized mark-to-market valuations in the calculation of consolidated net worth.

             
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    24     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

•   We must maintain a maximum long-term debt to consolidated net worth ratio of 2:1; currently it is 0.51:1.

In most cases, under the terms of the MTAs, the period over which we are required to deliver gold is extended annually by one year, or kept “evergreen”, regardless of the intended delivery dates, unless otherwise notified by the counterparty. This means that, with each year that passes, the termination date of most MTAs is extended into the future by one year.

As spot gold prices increase or decrease, the value of our gold mineral reserves and amount of potential operating cash inflows generally increases or decreases. The unrealized mark-to-market loss on our fixed-price forward gold sales contracts also increases or decreases. The mark-to-market value represents the cancellation value of these contracts based on current market levels, and does not represent an immediate economic obligation for payment by us. Our obligations under the gold forward sales contracts are to deliver an agreed upon quantity of gold at a contracted price by the termination date of the contracts (currently 2014 in most cases). Gold sales contracts are not recorded on our balance sheet. The economic impact of these contracts is reflected in our Financial Statements within gold sales based on selling prices under the contracts at the time we record revenue from the physical delivery of gold and silver under the contracts.

Change in the Fair Value of Gold and Silver Sales Contracts

                 
($ millions)   Gold1     Silver  
Unrealized loss at January 1, 2004
  $ 1,725     $ 20  
Impact of change in spot price2
    288       11  
Contango earned in the period
    (119 )     (1 )
Impact of change in valuation inputs3
    136       2  
Mark-to-market impact of deliveries into contracts
    (89 )     (6 )
Unrealized loss at December 31, 2004
  $ 1,941     $ 26  


1 Includes both the Pascua-Lama Gold Sales Contracts and the Corporate Gold Sales Contracts.
 
2 From $415 per ounce to $436 per ounce for gold, and $5.92 per ounce to $6.82 per ounce for silver.
 
3 Other than spot metal prices (i.e. interest rates and gold and silver lease rates).

Fair Value of Derivative Positions

         
At December 31, 2004   Unrealized  
($ millions)   Gain/(Loss)  
Corporate Gold Sales Contracts
  $ (949 )
Pascua-Lama Gold Sales Contracts
    (966 )
Floating Spot-Price Gold Sales Contracts
    (26 )
Silver Sales Contracts
    (14 )
Floating Spot-Price Silver Sales Contracts
    (12 )
Foreign currency contracts
    298  
Interest rate contracts
    45  
Fuel contracts
    4  
 
  $ (1,620 )

LIQUIDITY
Liquidity Management

Liquidity is managed dynamically, and factors that could impact liquidity are regularly monitored. The primary factors that affect liquidity include gold production levels, realized gold sales prices, cash production costs, future capital expenditure requirements, scheduled repayments of long-term debt obligations, our credit capacity and expected future debt market conditions. Working capital requirements have not historically had a material effect on liquidity. Counterparties to the financial instruments and gold sales contracts that we hold do not have unilateral and discretionary rights to accelerate settlement of financial instruments or gold sales contracts, and we are not subject to any margin calls.

We consider our liquidity profile to be sound, as there are no reasonably foreseeable trends, demands, commitments, events or circumstances expected to prevent us from funding the capital needed to implement our strategy.

             
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    25     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

                         
Capital Resources1                  
($ millions)   2004     2003     2002  
Opening capital resource
  $ 1,970     $ 2,044     $ 1,733  
New sources
                       
Operating cash flow
    535       581       651  
New financing facilities2
    1,056              
 
  $ 3,561     $ 2,625     $ 2,384  
Allocations
                       
Growth capital3
  $ (652 )   $ (164 )   $ (81 )
Sustaining capital4
    (201 )     (220 )     (210 )
Dividends/share buyback
    (213 )     (272 )     (119 )
Other
    (19 )     1       70  
Closing capital resources
  $ 2,476     $ 1,970     $ 2,044  
Components of closing capital resources
                       
Cash and equivalents
  $ 1,398     $ 970     $ 1,044  
Unutilized credit facilities
    1,078       1,000       1,000  
Total
  $ 2,476     $ 1,970     $ 2,044  


1   Capital resources include cash balances and sources of financing that have been arranged but not utilized.
 
2   Includes the $250 million Veladero financing, $750 million bond offering, and $56 million lease facility for Lagunas Norte.
 
3   Growth capital represents capital invested in new projects to bring new mines into production.
 
4   Sustaining capital represents capital required at existing mining operations.

Credit rating
Credit ratings at December 31, 2004, from major rating agencies

     
Standard and Poor’s
  A
Moody’s
  Baa1
DBRS
  A

Our ability to access unsecured debt markets and the related cost of debt financing is, in part, dependent upon maintaining an acceptable credit rating. A deterioration in our credit rating would not adversely affect existing debt securities or the terms of gold sales contracts, but could impact funding costs for any new debt financing. The key factors that are important to our credit rating include the following: our market capitalization; the strength of our balance sheet, including the amount of net debt and our debt-to-equity ratio; our net cash flow, including cash generated by operating activities and expected capital expenditure requirements; the quantity of our gold reserves; and our geo-political risk profile.

Contractual Obligations and Commitments

                                                         
($ millions)                   Payments due                      
                                            2010 and        
At December 31, 2004   2005     2006     2007     2008     2009     thereafter     Total  
Contractual obligations
                                                       
Long-term debt (1)
  $ 31     $ 58     $ 580     $ 72     $ 17     $ 903     $ 1,661  
Asset retirement obligations (2)
    35       28       17       41       33       190       344  
Capital leases1
    12       15       12       11       11             61  
Operating leases
    16       16       16       17       5       6       76  
Post–retirement benefits
    16       15       16       16       16       89       168  
Other post–retirement benefits
    2       2       2       2       2       9       19  
Royalty arrangements (3)
    61       66       66       67       67       510       837  
Purchase obligations for supplies and consumables
    11       3       1       1                   16  
Power contracts (4)
    6       5       1       5       2             19  
Capital commitments (5)
    314       8                               322  
 
  $ 504     $ 216     $ 711     $ 232     $ 153     $ 1,707     $ 3,523  


1 Includes the $56 million build to suite lease facility.

Contractual Obligations and Commitments
(1) Long-term debt
Our debt obligations do not include any subjective acceleration clauses or other clauses that enable the holder of the debt to call for early repayment, except in the event that we breach any of the terms and conditions of the debt or for other customary events of default. The Bulyanhulu and Veladero project financings are secured by assets at the Bulyanhulu Mine and Veladero project respectively. Other than this security, we are not required to post any collateral under any debt obligations. The terms of our debt obligations would not be affected by a deterioration in our credit rating.

(2) Asset retirement obligations
Amounts presented in the table represent the discounted future payments for the expected cost of asset retirement obligations.

(3) Royalties
Virtually all of the royalty arrangements give rise to obligations as we produce gold. In the event that we do not produce gold at our mining properties, we

             
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    26     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

have no payment obligation to the royalty holders. The amounts disclosed are based on expected future gold production, using a $425 gold price assumption. The most significant royalty agreements are disclosed in note 6 to our Financial Statements.

(4) Power contracts

We enter into contracts to purchase power at each of our operating mines. These contracts provide for fixed prices, which, in certain circumstances, are adjusted for inflation. Some agreements obligate us to purchase fixed quantities per hour, seven days a week, while others are based on a percentage of actual consumption. These contracts extend through various dates in 2005 to 2009.

In addition to the purchase obligations set out in the table, we purchase about 1 billion kilowatt-hours annually at market rates. Under the terms of the Goldstrike Power contract, we purchase power based on actual consumption; this contract has an exit fee that we will pay when we commence commercial operation of our Nevada Power Plant and leave the utility.

(5) Capital commitments

Purchase obligations for capital expenditures include only those items where binding commitments have been entered into. Commitments at the end of 2004 mainly related to construction at our development projects and also the power plant in Nevada.

Capital expenditures not yet committed

We expect to incur about $2.5 billion to complete the development/construction of our present development projects over the next five years (Veladero, Lagunas Norte, Tulawaka, Cowal, Pascua-Lama and East Archimedes) and the Nevada Power Plant, as well as an average of approximately $175 million per year in sustaining capital at our producing mines over the same time period. A total of $322 million of these amounts had been committed at the end of 2004, with the remainder not yet committed.

Payments to maintain land tenure and mineral property rights

In the normal course of business, we are required to make annual payments to maintain title to certain of our properties and to maintain our rights to mine gold at certain of our properties. If we choose to abandon a property or discontinue mining operations, the payments relating to that property can be suspended, resulting in our rights to the property lapsing. The validity of mining claims can be uncertain and may be contested. Although we have attempted to acquire satisfactory title to our properties, some risk exists that some titles, particularly title to undeveloped properties, may be defective.

Contingencies - Litigation

We are currently subject to various litigation as disclosed in note 23 to the Financial Statements, and we may be involved in disputes with other parties in the future that may result in litigation. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our financial condition, cash flow and results of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management has discussed the development and selection of our critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the disclosure relating to such estimates in conjunction with its review of this MD&A. The accounting policies and methods we utilize determine how we report our financial condition and results of operations, and they may require management to make estimates or rely on assumptions about matters that are inherently uncertain.

Our financial condition and results of operations are reported using accounting policies and methods prescribed by Canadian GAAP. In certain cases, Canadian GAAP allows accounting policies and methods to be selected from two or more alternatives, any of which might be reasonable yet result in our reporting materially different amounts. Management exercises judgment in selecting and applying our accounting policies and methods to ensure that, while Canadian GAAP compliant, they reflect our judgment of an appropriate manner in which to record and report our financial condition and results of operations.

Accounting Policy Changes

In first quarter 2004, we adopted several new accounting standards as disclosed in note 3 to the interim financial statements.

CICA 3110, Asset Retirement Obligations

We adopted CICA 3110 in first quarter 2004, and changed our accounting policy for recording obligations relating to the retirement of long-lived assets. CICA 3110 requires retroactive adoption, and we restated comparative amounts for the effects of adoption.

             
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CICA 3110 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Under CICA 3110, we record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. Over time, the liability is increased to reflect an interest element (accretion) considered in its initial measurement at fair value, and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, we will record a gain or loss if the actual cost incurred is different than the liability recorded.

The measurement basis for asset retirement obligations under CICA 3110 is fair value, as opposed to the previous accounting policy, which was to accrue the total expected cost of these obligations over the duration of our mine lives. The impact of this change in measurement basis was to increase the recorded amounts of asset retirement obligations by $104 million. The unamortized amount of the corresponding increase in property, plant and equipment was $36 million, with a further $50 million (net of tax) of related amortization/ accretion expense through December 31, 2003 that was recorded as an adjustment to retained earnings on January 1, 2004. Compared to the previous accounting policy, the retroactive adoption of CICA 3110 caused a $12 million (net of tax) decrease in net income in the year ended December 31, 2004 (2003 - $17). The adoption of CICA 3110 had no effect on the consolidated statement of cash flows.

CICA 3870, Stock-Based Compensation and other Stock-Based Payments

We adopted CICA 3870 in first quarter 2004. CICA 3870 requires us to recognize in income a compensation expense for all employee stock-based awards, using the fair value method of accounting. The fair value of each employee stock option grant is estimated on the date of the grant using a Black-Scholes option-pricing model.

We elected to adopt CICA 3870 retroactively with restatement of prior periods to include an expense of the type that was previously included under the prior pro forma note disclosure. The impact of adopting CICA 3870 was to record a cumulative amount of stock option expense of $14 million through December 31, 2003 for stock options granted on or after January 1, 2002. This method of adopting CICA 3870 excludes options granted prior to January 1, 2002 from its scope. The impact of adopting CICA 3870 was a $21 million decrease in net income in for the year ended December 31, 2004 (2003 - $12 million decrease, 2002 – $2 million decrease). The adoption of CICA 3870 had no effect on the consolidated statement of cash flows.

CICA 3870 would also have permitted prospective application if we had adopted it for our 2003 fiscal year. Because we chose to adopt CICA 3870 beginning in fiscal 2004, we were not allowed to choose this alternative. If we had elected to adopt 3870 in fiscal 2003, and we had chosen prospective application, we would have applied the principles of CICA 3870 to stock options granted on or after January 1, 2003. The impact of this method of adoption would have been to exclude stock options granted in fiscal 2002 from the scope of CICA 3870. Amounts recorded for stock option expense in the year ended December 31, 2004, would have been $10 million lower than under the actual method we used for adoption of CICA 3870 (2003 - $10 million lower).

CICA Accounting Guideline 13, Hedging Relationships (AcG-13) and Emerging Issues Committee Abstract 128, Accounting for Trading, Speculative on Non-Hedging Derivative Financial Instruments (EIC - 128) We adopted AcG-13 and EIC-128 in first quarter 2004. These accounting standards include in their scope our interest rate contracts, currency contracts, gold lease rate swaps, commodity options and fuel contracts, which are all disclosed in note 17 to the Financial Statements. Our gold and silver sales contracts are not included in the scope of these pronouncements because the contracts are expected to be settled through physical delivery of gold and silver.

AcG-13 sets out the criteria that must be met in order to apply hedge accounting for derivatives (and is based on many of the principles outlined in FAS 133, which is the US GAAP pronouncement relating to derivative instruments and hedging activities). AcG-13 provides detailed guidance on the identification, designation, documentation and effectiveness of hedging relationships, for purposes of applying hedge accounting. Derivative instruments that do not qualify for hedge accounting under AcG - 13, or are not designated as a hedge, are recorded in the consolidated balance sheet at fair value as either an asset or liability, with changes in fair value recorded in earnings.

The adoption of AcG-13 and EIC-128 did not have any effect on our consolidated financial statements because prior to adoption of these new standards, our accounting policy for derivative instruments was

             
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    28     MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

consistent with the principles of both pronouncements.

Critical Accounting Estimates

Certain accounting estimates have been identified as being “critical” to the presentation of our financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain; and there is a reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates. Critical accounting estimates include:

•   Impairment assessments of goodwill;

•   Reserve estimates used to measure amortization of property, plant and equipment and intangible assets;

•   Stripping ratios used to measure amortization of capitalized mining costs;

•   Impairment assessments of long-lived assets (including intangible assets);

•   The fair value of asset retirement obligations; and

•   The measurement of future income tax assets and liabilities and assessments of the amounts of valuation allowances recorded.

Impairment Assessments of Goodwill

In accounting for the Homestake merger, we determined that goodwill existed at the date of acquisition. The allocation to reporting units was based on estimates of the individual fair values of those reporting units acquired or benefiting from synergies arising directly from the merger. Subsequent to the acquisition, we are required to test this goodwill annually for impairment. This impairment assessment is fundamentally based on updated estimates of the fair values of those reporting units, which could be affected by, among other things, changes in quantities of gold mineral reserves and resources; changes in the price of gold; changes in foreign currency exchange rates; changes in expected future operating costs; and changes in expected future capital expenditures and mine closure costs. An adverse change in any one or a number of these factors could cause us to recognize an impairment charge relating to goodwill. In particular if we were unable to replace or increase gold mineral reserves and resources at the mines where we have allocated goodwill, then we would expect the value of goodwill to be depleted over time as we approach the end of the mine life.

In 2004, on finalization of the annual goodwill impairment test, we recorded an impairment charge of $184 million, of which $120 million relates to the Cowal project $28 million relates to Kalgoorlie and $36 million relates to Hemlo. These impairment were mainly caused by the continued strengthening of the A$ and C$ against the US dollar, as well as revisions to estimates of future capital expenditures and production costs due to the impact of inflationary cost pressures.

Reserve Estimates Used to Measure Amortization of Property, Plant and Equipment

We record amortization expense based on the estimated useful economic lives of long-lived assets. The estimate that most significantly affects the measurement of amortization is quantities of proven and probable gold reserves, because we amortize a large portion of property, plant and equipment using the units-of-production method. Reserves are estimated in accordance with the principles in National Instrument 43-101. The estimation of quantities of gold reserves is complex, requiring significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data for a given ore body. This data could change over time as a result of numerous factors, including new information gained from development activities,evolving production history and a reassessment of the viability of production under different economic conditions. Changes in data and/or assumptions could cause reserve estimates to substantially change from period to period. Because mineral reserves are estimates, there is a risk that actual gold production could differ from expected gold production from our reserves. Factors that could cause actual gold production to differ include adverse changes in gold or silver prices, which could make the reserve uneconomic to mine; and variations in actual ore grade and gold and silver recovery rates from estimates.

A key trend that could reasonably impact reserve estimates is rising market gold prices. As market gold prices rise, the gold price assumption used in reserve estimation also rises. This assumption is closely related to the trailing three-year average market price. As this assumption rises, this could result in an upward revision to reserve estimates as material not previously classified as a reserve becomes economic at higher gold prices. Changes in reserve estimates are generally calculated at the end of each year and cause amortization expense to increase or decrease prospectively.

             
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In general, amortization expense is more significantly impacted by changes in reserve estimates at underground mines than open-pit mines due to the following factors:

•   Underground development costs incurred to access ore at underground mines are significant and amortized using the units-of-production method; and
 

•   Reserves at underground mines are often more sensitive to gold price assumptions and changes in production costs. Production costs at underground mines are impacted by factors such as dilution, which can significantly impact mining and processing costs per ounce.

The mines where amortization expense is most sensitive to changes in reserve estimates are: Pierina, Goldstrike Underground, Eskay Creek and Bulyanhulu. These mines have significant carrying amounts of property, plant and equipment that are amortized using the units-of-production method and make up a significant proportion of property, plant and equipment at our operating mines.

Impact of Historic Changes in Reserve Estimates on Amortization

                                 
For the years ended Dec.31   2004     2003  
($ millions,                        
except reserves   Reserves     Amortization     Reserves     Amortization  
in millions of   increase     increase     increase     increase  
contained oz)   (decrease)1     (decrease)     (decrease)1     (decrease)  
Goldstrike
                               
Underground
    0.2     $ (3 )     0.6     $ (5 )
Open Pit
    1.5       (6 )     1.3       (4 )
Plutonic
    0.5       (2 )     1.3       (5 )
Eskay Creek
    (0.1 )     4              
Kalgoorlie
    0.9       (2 )            
Pierina
    0.3       (5 )            


1   Each year we updated our reserve estimates as at the end of the year as part of our normal business cycle. Reserve changes presented were calculated at the beginning of the applicable fiscal year and are in millions of contained ounces.

Stripping Ratios Used to Measure Amortization of Capitalized Mining Costs

Amortization of capitalized mining costs is recorded in the cost of inventory produced using a “stripping ratio”. The stripping ratio is calculated as the total tons of ore and waste that must be mined compared to recoverable proven and probable gold reserves.

Both reserve estimates and the estimated tons of ore and waste that must be mined to produce reserves are estimates that are highly uncertain. The assumptions and uncertainty relating to reserve estimates are described on page 33 under “Reserve Estimates Used to Measure Amortization of Property, Plant and Equipment”. The estimated tons of ore and waste that must be mined to produce reserves are calculated based on a mine plan that contemplates a design for the open pit relating to the mining of reserves. As reserve estimates change, the design of the open pit also changes, and both of these factors impact the stripping ratio.

Changes in this ratio affect the amortization of capitalized mining costs to inventory, and ultimately cost of sales when the inventory is sold. In general, stripping ratios are higher at open-pit mines where the ore body is deep below the surface of the earth.

Impact of Historic Changes in Stripping Ratios

                                                 
                            Amortization increase  
    Stripping Ratio used in     (decrease)1  
($ millions, except ratios)   2005     2004     2003     2005     2004     2003  
Goldstrike
                                               
Open Pit
    127:1       109:1       112:1     $ 5     $ (1 )   $  
Pierina
    89:1       60:1       48:1       20       7        


1   Impact of the year on year change in the stripping ratio used to amortize capitalized mining costs.

Stripping ratios are updated annually at the same time as reserve estimates are updated. At the end of 2004, the stripping ratios for Goldstrike Open Pit and Pierina were updated to reflect the updated reserves at the end of 2004. The amount presented represents the estimated impact on annual amortization caused by these changes, based on production levels and sales volumes in 2004.

Impairment Assessments of Operating Mines, Development Projects and Exploration Stage Properties

We review and test the carrying amounts of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. We group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For operating mines and development projects, all assets are included in one group. If there are indications that an impairment may have occurred, we prepare estimates of expected future cash flows for each group of assets. Expected future cash flows are based on a probability-weighted approach applied to potential outcomes.

Estimates of expected future cash flow reflect:

•   Estimated sales proceeds from the production and sale of recoverable ounces of gold contained in proven and probable reserves;

             
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•   Expected future commodity prices and currency exchange rates (considering historical and current prices, price trends and related factors). In impairment assessments conducted in 2004 we used an expected future market gold price of $400 per ounce, and an expected future market US$:A$ exchange rate of $0.70 and US$:C$ exchange rate of $0.82;
 
•   Expected future operating costs and capital expenditures to produce proven and probable gold reserves based on mine plans that assume current plant capacity, but exclude the impact of inflation;

•   Expected cash flows associated with value beyond proven and probable reserves, which includes the expected cash outflows required to develop and extract the value beyond proven and probable reserves; and

•   Environmental remediation costs excluded from the measurement of asset retirement obligations.

We record a reduction of a group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying amount. We estimated fair value by discounting the expected future cash flows using a discount factor that reflects the risk-150;free rate of interest for a term consistent with the period of expected cash flows.

Expected future cash flows are inherently uncertain, and could materially change over time. They are significantly affected by reserve estimates, together with economic factors such as gold and silver prices, and currency exchange rates, estimates of costs to produce reserves and future sustaining capital. The assessment and measurement of impairment excludes the impact of derivatives designated in a cash flow hedge relationship for future cash flows arising from operating mines and development projects.

Because of the significant capital investment that is required at many mines, if an impairment occurs, it could materially impact earnings. Due to the long-life nature of many mines, the difference between total estimated undiscounted net cash flows and fair value can be substantial. An impairment is generally only recorded when the carrying amount of a long-lived asset exceeds the total estimated undiscounted net cash flows. Therefore, although the value of a mine may decline gradually over multiple reporting periods, the application of impairment accounting rules could lead to recognition of the full amount of the decline in value in one period. Due to the highly uncertain nature of future cash flows, the determination of when to record an impairment charge can be very subjective. Management makes this determination using available evidence taking into account current expectations for each mining property.

For acquired exploration-stage properties, the purchase price is capitalized, but post-acquisition exploration expenditures are expensed. The future economic viability of exploration stage properties largely depends upon the outcome of exploration activity, which can take a number of years to complete for large properties. Management monitors the results of exploration activity over time to assess whether an impairment may have occurred. The measurement of any impairment is made more difficult because there is not an active market for exploration properties, and because it is not possible to use discounted cash flow techniques due to the very limited information that is available to accurately model future cash flows. In general, if an impairment occurs at an exploration stage property, it would probably have minimal value and most of the acquisition cost may have to be written down.

Impairment charges are recorded in other income/expense and impact earnings in the year they are recorded. Prospectively, the impairment could also impact the calculation of amortization of an asset. In fourth quarter 2004, we performed detailed impairment assessments for three groups of assets: the Eskay Creek mine in North America; various exploration-stage properties and Australia; and the Cowal mine in Australia.

For the Eskay Creek mine, the requirement to complete an impairment test was due to the following combination of factors: downward revisions to reserves in 2004; the continued weakening of the US dollar that impacts Canadian dollar operating costs measured at market rates; and upward revisions in asset retirement obligations at the end of 2004. On completion of this test, we concluded that the mine was impaired at the end of 2004, and we recorded a pre-tax impairment charge of $56 million.

For the Cowal development project, an impairment test was completed following upward revisions to estimated capital and operating costs for the project; and the continued weakening of the US dollar that impacts the amounts reported in US dollars for Australian dollar expenditures, measured at market prices. On completion of this test we concluded that

             
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the mine was impaired at the end of 2004, and we recorded a pre-tax impairment charge of $211 million.

We completed these impairment tests using a $400 average future gold price assumption. If a significant adverse change in the market gold price occurred that caused us to revise this price assumption downwards, the amount by which the Eskay Creek and Cowal mines are impaired could increase, subject to the effect of changes in other factors and assumptions. The revised gold price assumption would have no impact on the Australian exploration-stage properties because the properties were fully written down at the end of 2004.

Fair Value of Asset Retirement Obligations (AROs)

AROs arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. We record the fair value of an ARO in our Financial Statements when it is incurred and capitalize this amount as an increase in the carrying amount of the related asset. At operating mines, the effect is recorded as an adjustment to the corresponding asset carrying amount and results in a prospective increase or decrease in amortization expense. At closed mines, the adjustment is charged directly to earnings.

The fair values of AROs are measured by discounting the expected cash flows using a discount factor that reflects the risk-free rate of interest. We prepare estimates of the timing and amounts of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances, or if we are required to submit updated mine closure plans to regulatory authorities. In the future, changes in regulations or laws or enforcement could adversely affect our operations; and any instances of noncompliance with laws or regulations that result in fines or injunctions or delays in projects, or any unforeseen environmental contamination at, or related to, our mining properties could result in us suffering significant costs. We mitigate these risks through environmental and health and safety programs under which we monitor compliance with laws and regulations and take steps to reduce the risk of environmental contamination occurring. We maintain insurance for some environmental risks, however, for some risks coverage cannot be purchased at a reasonable cost. Our coverage may not provide full recovery for all possible causes of loss. The principal factors that can cause expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics that ultimately impact the environment; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. In general, as the end of the mine life becomes nearer, the reliability of expected cash flows increases, but earlier in the mine life, the estimation of an ARO is inherently more subjective. Significant judgments and estimates are made when estimating the fair value of AROs. Expected cash flows relating to AROs could occur over periods up to 40 years and the assessment of the extent of environmental remediation work is highly subjective. Considering all of these factors, the fair value of AROs can materially change over time.

In 2004, we recorded charges in AROs totaling $54 million, of which $32 million was recorded as an adjustment to the corresponding asset and $22 million was recorded as a charge to earnings. The $22 million charge to earnings mainly reflects increases in the expected cost of water treatment at certain closed mines.

         
AROs at December 31, 2004        
($ millions)        
Operating mines
  $ 196  
Closed mines
    165  
Development projects
    14  
Total
  $ 375  

At our operating mines, it is reasonably possible that circumstances could arise by the end of the mine life that will require material revisions to AROs. In particular, the extent of water treatment can have a material effect on the fair value of AROs, and the expected water quality at the end of the mine life, which is the primary driver of the extent of water treatment, can change significantly. We periodically prepare updated studies for certain mines, following which it may be necessary to adjust the fair value of AROs.

             
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At one closed mine, the principal uncertainty that could impact the fair value of an ARO is the manner in which a tailings facility will need to be remediated. In measuring the ARO, we have concluded that there are two possible methods that could be used. We have recorded the ARO using the more costly method, which we believe to be the most probable, but it is reasonably possible that a less costly method may ultimately prove to be technically feasible, in which case the ARO may decrease and any revision to the ARO would be recorded in earnings in the period of change.

The period of time over which we have assumed that water quality monitoring and treatment will be required also have a significant impact on AROs at closed mines. The amount of AROs recorded reflects the expected cost taking into account the probability of particular scenarios. The difference between the upper end of the range of these assumptions and the lower end of the range is significant, and consequently changes in these assumptions could have a material effect on the fair value of AROs and future earnings in a period of change.

Future Tax Assets and Liabilities

Measurement of Timing Differences

We are periodically required to estimate the tax basis of assets and liabilities. Where applicable tax laws and regulations are either unclear or subject to varying interpretations, it is possible that changes in these estimates could occur that materially affect the amounts of future income tax assets and liabilities recorded in our Financial Statements. Changes in future tax assets and liabilities generally have a direct impact on earnings in the period of changes. The most significant such estimate is the tax basis of certain Australian assets following elections in 2004 under new tax regimes in Australia. These elections resulted in the revaluation of certain assets in Australia for income tax purposes. Part of the revalued tax basis of these assets was estimated based on a valuation completed for tax purposes. This valuation is under review by the Australian Tax Office (“ATO”) and the amount finally accepted by the ATO may differ from the assumption used to measure future tax balances at the end of 2004.

Valuation Allowances

Each period, we evaluate the likelihood of whether some portion or all of each future tax asset will not be realized. This evaluation is based on historic and future expected levels of taxable income, the pattern and timing of reversals of taxable temporary timing differences that give rise to future tax liabilities, and tax planning initiatives. Levels of future taxable income are affected by, among other things, market gold prices, production costs, quantities of proven and probable gold reserves, interest rates and foreign currency exchange rates. If we determine that it is more likely than not (a likelihood of more than 50%) that all or some portion of a future tax asset will not be realized, then we record a valuation allowance against the amount we do not expect to realize. Changes in valuation allowances are recorded as either a component of income tax expense or recovery for each period or an adjustment to goodwill if the valuation allowances were originally recorded in acquired companies at the date of acquisition. The most significant recent trend impacting expected levels of future taxable income and valuation allowances has been rising gold prices. A continuation of this trend could lead to the release of some of the valuation allowances recorded, with a corresponding effect on either earnings or goodwill in the period of release.

A further continuation of the recent trend of rising gold prices could lead to the release of some portion or all of the valuation allowances in the United States.

                         
 
  Valuation allowances at December 31                  
  ($ millions)     2004       2003    
 
United States
    $ 146       $ 154    
 
Chile
      99         104    
 
Argentina
      45         43    
 
Canada
      73         72    
 
Tanzania
      18         2    
 
Australia
      3         8    
 
Other
      8         6    
 
 
    $ 392       $ 389    
 

United States: most of the valuation allowances relate to the full amount of Alternative Minimum Tax credits, which have an unlimited carry-forward period. Increasing levels of future taxable income due to gold selling prices and other factors and circumstances may result in an adjustment to these valuation allowances.

Chile and Argentina: valuation allowances relate to the full amount of tax assets in subsidiaries that do not have any present sources of income. In the event that these subsidiaries have sources of income in the future, we may release some or all of the allowances.

             
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Canada: substantially all of the valuation allowances relate to capital losses that will only be utilized if any capital gains arise.

Tanzania: considering the local fiscal regime applicable to mining companies and expected levels of future taxable income from the Bulyanhulu mine, a valuation allowance exists against a portion of the future tax assets. If we conclude that expected levels of future taxable income from Bulyanhulu will be higher, we may release some or all of the valuation allowance.

NON-GAAP PERFORMANCE MEASURES

                 
For the years ended December 31            
($ millions, except per ounce information)   2004     2003  
Total cash costs - per Canadian GAAP1
  $ 1,064     $ 1,068  
Accretion expense and reclamation costs at the operating mines
    (18 )     (15 )
Total cash costs - per Gold Institute Production Cost Standard
  $ 1,046     $ 1,053  
Ounces sold (thousands)
    4,936       5,554  
Total cash costs per ounce - per Canadian GAAP (dollars)2
  $ 216     $ 192  
Total cash costs - per Gold Institute Production Cost Standard (dollars)2
  $ 212     $ 190  


1   Equal to cost of sales and other operating expenses less accretion expense and reclamation costs at non-operating mines.
 
2   Per ounce weighted average.

We have included total cash costs per ounce data because these statistics are a key performance measure that management uses to monitor performance. We use these statistics to assess how well our producing mines are performing compared to plan and also to assess the overall effectiveness and efficiency of our mining operations. We believe that the inclusion of these statistics in MD&A helps an investor to assess performance “through the eyes of management”. We understand that certain investors also use these statistics to assess our performance. The inclusion of total cash costs per ounce statistics enables investors to better understand year on year changes in production costs, which in turn affect profitability and the ability to generate operating cash flow for use in investing and other activities. We report total cash costs per ounce data calculated in accordance with The Gold Institute Production Cost Standard (the “Standard”). Adoption of the Standard is voluntary, but we understand that most senior gold producers follow the Standard when reporting cash cost per ounce data. The data does not have a meaning prescribed by Canadian GAAP and therefore amounts presented may not be comparable to data presented by gold producers who do not follow the Standard. Total cash costs per ounce are derived from amounts included in the Statements of Income and mine site operating costs such as mining, processing, administration, royalties and production taxes, but exclude amortization, reclamation costs, financing costs, and capital, development and exploration costs. A Canadian GAAP measure of costs per ounce has also been presented as required by securities regulations that govern non-GAAP performance measures. Commentary within this Management’s Discussion and Analysis is focused on the “total cash costs” measure as defined by the Standard.

The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. As can be seen from the table on page 38 reconciling the GAAP and non - GAAP measures, the GAAP and non-GAAP measures are not significantly different.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information contained or incorporated by reference in this Annual Report 2004, including any information as to our future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: fluctuations in the currency markets (such as the Canadian and Australian dollars versus the U.S. dollar); fluctuations in the spot and forward price of gold or certain other commodities (such as silver, copper, diesel fuel and electricity); changes in U.S. dollar interest rates or gold lease rates that could impact the mark to market value of outstanding derivative instruments and ongoing payments/receipts under interest rate swaps and variable rate debt obligations; risks

             
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arising from holding derivative instruments (such as credit risk, market liquidity risk and mark to market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, Australia, Chile, Peru, Argentina, Tanzania, Russia or Barbados or other countries in which we do or may carry on business in the future; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with mining or development activities; the speculative nature of gold exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in our credit rating; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this Annual Report 2004 are qualified by these cautionary statements. Specific reference is made to Barrick’s most recent Form 40-F/Annual Information Form on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements.

We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

             
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Reconciliation of Total Cash Costs Per Ounce to Financial Statements
                                                                 
   
    Goldstrike -     Goldstrike -              
    Open Pit     Underground     Eskay Creek2     Round Mountain  
   
For the years ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs - per Canadian GAAP1
  $ 335.7     $ 379.8     $ 141.7     $ 152.7     $ 9.5     $ 18.6     $ 85.8     $ 68.6  
Accretion expense and reclamation costs at operating mines
    (1.7 )     (1.7 )     (0.7 )     (0.6 )     (0.4 )     (0.3 )     (1.7 )     (1.6 )
 
Total cash production costs per Gold Institute Production Cost Standard
  $ 334.0     $ 378.1     $ 141.0     $ 152.1     $ 9.1     $ 18.3     $ 84.1     $ 67.0  
 
Ounces sold (thousands)
    1,352       1,625       554       600       290       354       375       379  
Total cash costs per ounce sold per Canadian GAAP (dollars)3
  $ 248     $ 234     $ 257     $ 254     $ 33     $ 53     $ 229     $ 181  
 
Total cash costs per ounce sold - per Gold Institute Production Cost Standard (dollars)4
  $ 247     $ 233     $ 255     $ 253     $ 31     $ 52     $ 224     $ 177  
 
                                                                 
   
    Hemlo     Holt-McDermott     Marigold     Total North America  
   
For the years ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs - per Canadian GAAP1
  $ 58.0     $ 60.5     $ 12.3     $ 20.9     $ 9.1     $ 8.1     $ 652.1     $ 709.2  
Accretion expense and reclamation costs at operating mines
    (0.6 )     (0.3 )     (0.1 )     (0.1 )     (0.1 )     (0.1 )     (5.3 )     (4.7 )
 
Total cash production costs per Gold Institute Production Cost Standard
  $ 57.4     $ 60.2     $ 12.0     $ 20.8     $ 9.0     $ 8.0     $ 646.5     $ 704.5  
 
Ounces sold (thousands)
    239       266       62       87       46       47       2,918       3,358  
Total cash costs per ounce sold per Canadian GAAP (dollars)3
  $ 243     $ 227     $ 198     $ 240     $ 198     $ 172     $ 223     $ 211  
 
Total cash costs per ounce sold - per Gold Institute Production Cost Standard (dollars)4
  $ 240     $ 226     $ 197     $ 239     $ 197     $ 171     $ 222     $ 210  
 
                                                                 
   
    Pierina     Total South America     Plutonic     Darlot  
   
For the years ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs - per Canadian GAAP1
  $ 71.8     $ 78.7     $ 71.8     $ 78.7     $ 69.3     $ 62.6     $ 30.0     $ 25.4  
Accretion expense and reclamation costs at operating mines
    (3.1 )     (3.0 )     (3.1 )     (3.0 )     (0.2 )     (0.2 )     (0.1 )     (0.1 )
 
Total cash production costs per Gold Institute Production Cost Standard
  $ 68.7     $ 75.7     $ 68.7     $ 75.7     $ 69.1     $ 62.4     $ 29.9     $ 25.3  
 
Ounces sold (thousands)
    649       911       649       911       310       324       142       154  
Total cash costs per ounce sold per Canadian GAAP (dollars)3
  $ 111     $ 86     $ 111     $ 86     $ 223     $ 193     $ 211     $ 165  
 
Total cash costs per ounce sold - per Gold Institute Production Cost Standard (dollars)4
  $ 106     $ 83     $ 106     $ 83     $ 223     $ 193     $ 210     $ 164  
 


1   Represents cost of sales and other operating costs (excluding amortization and accretion expense and reclamation costs for non-operating mines).
 
2   Eskay Creek’s total cash costs in 2004 are impacted by higher silver prices which the Company treats as a by-product. Total cash costs on a co-product basis are: 2004 - gold $202 per ounce, silver $3.36 per ounce (2003 - gold $175 per ounce, silver $2.37 per ounce).
 
3   Represents total cash production costs per US GAAP divided by ounces sold.
 
4   Represents total cash production costs per Gold Institute Production Cost Standard divided by ounces sold.
         
BARRICK YEAR-END 2004   36   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

                                                                 
   
    Lawlers     Kalgoorlie     Bulyanhulu     Total Australia/Africa  
   
For the years ended December 31   2004     2003     2004     2003     2004     2003     2004     2003  
 
Total cash production costs - per Canadian GAAP1
  $ 28.3     $ 23.8     $ 109.2     $ 88.4     $ 103.1     $ 77.1     $ 339.9     $ 277.3  
Accretion expense and reclamation costs at operating mines
    (0.1 )     (0.1 )     (2.2 )     (1.8 )     (7.4 )     (4.1 )     (10.0 )     (6.3 )
 
Total cash production costs per Gold Institute Production Cost Standard
  $ 28.2     $ 23.7     $ 107.0     $ 86.6     $ 95.7     $ 73.0     $ 329.9     $ 271.0  
 
Ounces sold (thousands)
    115       95       463       415       339       297       1,369       1,285  
Total cash costs per ounce sold per Canadian GAAP (dollars)3
  $ 247     $ 250     $ 236     $ 213     $ 304     $ 260     $ 248     $ 216  
 
Total cash costs per ounce sold - per Gold Institute Production Cost Standard (dollars)4
  $ 246     $ 249     $ 231     $ 209     $ 283     $ 246     $ 241     $ 210  
 
 
                                                               
 


1   Represents cost of sales and other operating costs (excluding amortization and accretion expense and reclamation costs for non-operating mines).
 
2   Represents total cash production costs per US GAAP divided by ounces sold.
 
3   Represents total cash production costs per Gold Institute Production Cost Standard divided by ounces sold.

Reconciliation of Amortization Costs per Ounce to Financial Statements

                         
   
For the years ended December 31   2004     2003     2002  
 
Amortization expense per consolidated financial statements
  $ 468     $ 518     $ 491  
Amortization expense recorded on property, plant and equipment not at operating mine sites
    (29 )     (27 )     (26 )
 
Amortization expense for per ounce calculation
  $ 439     $ 491     $ 465  
 
Ounces sold (thousands)
    4,936       5,554       5,805  
 
Amortization per ounce (dollars)
  $ 89     $ 89     $ 80  
 
         
BARRICK YEAR-END 2004   37   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

GLOSSARY OF TECHNICAL TERMS

AUTOCLAVE: Oxidation process in which high temperatures and pressures are applied to convert refractory sulphide mineralization into amenable oxide ore.

BACKFILL: Primarily waste sand or rock used to support the roof or walls after removal of ore from a stope.

BY-PRODUCT: A secondary metal or mineral product recovered in the milling process such as copper and silver.

CONCENTRATE: A very fine, powder-like product containing the valuable ore mineral from which most of the waste mineral has been eliminated.

CONTAINED OUNCES: Represents ounces in the ground before reduction of ounces not able to be recovered by the applicable metallurgical process.

CONTANGO: The positive difference between the spot market gold price and the forward market gold price. It is often expressed as an interest rate quoted with reference to the difference between inter-bank deposit rates and gold lease rates.

DEVELOPMENT: Work carried out for the purpose of opening up a mineral deposit. In an underground mine this includes shaft sinking, crosscutting, drifting and raising. In an open pit mine, development includes the removal of overburden.

DILUTION: The effect of waste or low-grade ore which is unavoidably included in the mined ore, lowering the recovered grade.

DORÉ: Unrefined gold and silver bullion bars usually consisting of approximately 90 percent precious metals that will be further refined to almost pure metal.

EXPLORATION: Prospecting, sampling, mapping, diamond-drilling and other work involved in searching for ore.

GRADE: The amount of metal in each ton of ore, expressed as troy ounces per ton or grams per tonne for precious metals and as a percentage for most other metals.

Cut-off grade: the minimum metal grade at which an orebody can be economically mined (used in the calculation of ore reserves).

Mill-head grade: metal content of mined ore going into a mill for processing.

Recovered grade: actual metal content of ore determined after processing.

Reserve grade: estimated metal content of an orebody, based on reserve calculations.

HEAP LEACHING: A process whereby gold is extracted by “heaping” broken ore on sloping impermeable pads and continually applying to the heaps a weak cyanide solution which dissolves the contained gold. The gold-laden solution is then collected for gold recovery.

HEAP LEACH PAD: A large impermeable foundation or pad used as a base for ore during heap leaching.

LIBOR: The London Inter-Bank Offered Rate for deposits.

MILL: A processing facility where ore is finely ground and thereafter undergoes physical or chemical treatment to extract the valuable metals.

MINERAL RESERVE: See page 79 of the Annual Report –“Gold Mineral Reserves and Mineral Resources.”

MINERAL RESOURCE: See page 81 of the Annual Report –“Gold Mineral Reserves and Mineral Resources.”

MINING CLAIM: That portion of applicable mineral lands that a party has staked or marked out in accordance with applicable mining laws to acquire the right to explore for and exploit the minerals under the surface.

MINING RATE: Tons of ore mined per day or even specified time period.

MINING SEQUENCE: Sequence by which ore is extracted from the mine is based on the mine plan.

OPEN PIT: A mine where the minerals are mined entirely from the surface.

ORE: Rock, generally containing metallic or non-metallic minerals, which can be mined and processed at a profit.

OREBODY: A sufficiently large amount of ore that can be mined economically.

OUNCES: Troy ounces of a fineness of 999.9 parts per 1,000 parts.

RECLAMATION: The process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

RECLAMATION AND CLOSURE COSTS: The cost of reclamation plus other costs, including without limitation certain personnel costs, insurance, property holding costs such as taxes, rental and claim fees, and community programs associated with closing an operating mine.

RECOVERY RATE: A term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore. It is generally stated as a percentage of the material recovered compared to the total material originally present.

REFINING: The final stage of metal production in which impurities are removed from the molten metal.

ROASTING: The treatment of ore by heat and air, or oxygen enriched air, in order to remove sulphur, carbon, antimony or arsenic.

STRIPPING: Removal of overburden or waste rock overlying an ore body in preparation for mining by open pit methods. Expressed as the total number of tons mined or to be mined for each ounce of gold.

TAILINGS: The material that remains after all economically and technically recoverable precious metals have been removed from the ore during processing.

         
BARRICK YEAR-END 2004   38   MANAGEMENT’S DISCUSSION AND ANALYSIS

 


 

Consolidated Statements of Income

     
Barrick Gold Corporation    
For the years ended December 31,    
(in millions of United States dollars, except per share data, CANADIAN GAAP basis)    
                           
       
    2004       2003     2002  
       
Gold sales (notes 3 and 4)
  $ 1,932       $ 2,006     $ 1,947  
       
Costs and expenses
                         
Cost of sales1 (note 5)
    1,072         1,085       1,067  
Amortization
    468         518       491  
Administration
    92         83       52  
Exploration, development and business development
    113         84       52  
Other expense (note 6)
    533         33       64  
       
 
    2,278         1,803       1,726  
       
Interest income
    25         31       26  
Interest expense (note 17B)
    (15 )       (35 )     (57 )
       
Income (loss) before income taxes and other items
    (336 )       199       190  
Income tax recovery (expense) (note 7)
    234         (82 )     12  
       
Net income (loss) for the year
  $ (102 )     $ 117     $ 202  
       
Earnings per share data (note 8):
                         
Net income (loss)
                         
Basic and diluted
  $ (0.19 )     $ 0.22     $ 0.37  
       


1  Exclusive of amortization (note 5).

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

         
BARRICK YEAR-END 2004   39   FINANCIAL STATEMENTS

 


 

Consolidated Statements of Cash Flow

     
Barrick Gold Corporation
For the years ended December 31,
(in millions of United States dollars, CANADIAN GAAP basis)
   
                           
       
    2004       2003     2002  
       
OPERATING ACTIVITIES
                         
Net income (loss)
  $ (102 )     $ 117     $ 202  
Amortization
    468         518       491  
Future income taxes (note 19)
    (256 )       28       (71 )
Inmet litigation settlement (note 6)
            (86 )      
Gains on sale of long-lived assets (note 6)
    (2 )       (24 )     (4 )
Impairment charge on goodwill (note 14)
    184         48        
Impairment charge on long-lived assets (note 6)
    299         5       11  
Other items (note 9)
    (56 )       (25 )     22  
       
Net cash provided by operating activities
    535         581       651  
       
INVESTING ACTIVITIES
                         
Property, plant and equipment
                         
Capital expenditures (note 3)
    (853 )       (384 )     (291 )
Sales proceeds
    43         40       8  
Investments (note 10)
                         
Purchases
    (47 )       (60 )      
Sales proceeds
    9         8       3  
Proceeds on maturity of term deposits
                  159  
       
Net cash used in investing activities
    (848 )       (396 )     (121 )
       
FINANCING ACTIVITIES
                         
Capital stock
                         
Proceeds from shares issued on exercise of stock options
    49         29       83  
Repurchased for cash (note 20A)
    (95 )       (154 )      
Long-term debt (note 17B)
                         
Proceeds
    974                
Repayments
    (41 )       (23 )     (25 )
Dividends (note 20A)
    (118 )       (118 )     (119 )
Other items
    (28 )              
       
Net cash provided by (used in) financing activities
    741         (266 )     (61 )
       
Effect of exchange rate changes on cash and equivalents
            7       1  
Net increase (decrease) in cash and equivalents
    428         (81 )     469  
Cash and equivalents at beginning of year (note 17A)
    970         1,044       574  
       
Cash and equivalents at end of year (note 17A)
  $ 1,398       $ 970     $ 1,044  
       

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

         
BARRICK YEAR-END 2004   40   FINANCIAL STATEMENTS

 


 

Consolidated Balance Sheets

     
Barrick Gold Corporation
At December 31,
(in millions of United States dollars, CANADIAN GAAP basis)
   
                   
       
    2004       2003  
       
ASSETS
                 
Current assets
                 
Cash and equivalents (note 17A)
  $ 1,398       $ 970  
Accounts receivable (note 11)
    58         56  
Inventories (note 11)
    217         167  
Other current assets (note 11)
    181         66  
       
 
    1,854         1,259  
Investments (note 10)
    124         92  
Property, plant and equipment (note 12)
    4,529         4,459  
Capitalized mining costs (note 13)
    226         235  
Goodwill (note 14)
    868         1,081  
Other assets (note 15)
    233         213  
       
Total assets
  $ 7,834       $ 7,339  
       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                 
Current liabilities
                 
Accounts payable
  $ 335       $ 245  
Other current liabilities (note 16)
    72         133  
       
 
    407         378  
Long-term debt (note 17B)
    1,660         718  
Other long-term obligations (note 18)
    471         434  
Future income tax liabilities (note 19)
    105         376  
       
Total liabilities
    2,643         1,906  
       
Shareholders’ equity
                 
Capital stock (note 20)
    4,988         4,976  
Retained earnings
    195         468  
Contributed surplus
    31         13  
Cumulative foreign currency translation adjustments
    (23 )       (24 )
       
Total shareholders’ equity
    5,191         5,433  
       
Contingencies and commitments (notes 12D, 17 and 23)
                 
       
Total liabilities and shareholders’ equity
  $ 7,834       $ 7,339  
       

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

         
BARRICK YEAR-END 2004   41   FINANCIAL STATEMENTS

 


 

Consolidated Statements of Shareholders’ Equity

Barrick Gold Corporation
For the years ended December 31,
(in millions of United States dollars, CANADIAN GAAP basis)
   
                   
   
    2004       2003  
       
Common shares (number in millions)
                 
As previously reported, at January 1
    535         542  
Change in accounting policy for exchangeable shares (note 2B)
    (1 )       (1 )
       
Adjusted, at January 1
    534         541  
Issued on exercise of stock options (note 21A)
    3         2  
Repurchased (note 20A)
    (4 )       (9 )
       
At December 31
    533         534  
       
Common shares (amount in millions)
                 
As previously reported, at January 1
    4,988         5,040  
Change in accounting policy for stock options (note 2B and 21A)
    1          
Change in accounting policy for exchangeable shares (note 2B)
    (13 )       (13 )
       
Adjusted, at January 1
  $ 4,976       $ 5,027  
Issued on exercise of stock options (note 21A)
    49         29  
Issued on exercise of exchangeable shares (note 2B)
    2          
Repurchased (note 20A)
    (42 )       (81 )
Transfer to capital stock on exercise of stock options
    3         1  
       
At December 31
  $ 4,988       $ 4,976  
       
Contributed surplus (amount in millions)
                 
As previously reported, at January 1
  $       $  
Change in accounting policy for stock options (note 2B)
    13         2  
       
Adjusted, at January 1
  $ 13       $ 2  
Stock option expense (note 21)
    21         12  
Transfer to capital stock on exercise of stock options
    (3 )       (1 )
       
At December 31
  $ 31       $ 13  
       
Retained earnings
                 
As previously reported, at January 1
  $ 532       $ 577  
Change in accounting policy for stock options (note 2B)
  $ (14 )     $ (2 )
Change in accounting policy for asset retirement obligations (note 2B and 18A)
  $ (50 )     $ (33 )
       
Adjusted, at January 1
  $ 468       $ 542  
Net income (loss)
    (102 )       117  
Dividends
    (118 )       (118 )
Adjustment on repurchase of common shares (note 20A)
    (53 )       (73 )
       
At December 31
  $ 195       $ 468  
       
Cumulative foreign currency translation adjustments
  $ (23 )     $ (24 )
       
Total shareholders’ equity at December 31
  $ 5,191       $ 5,433  
       

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

         
BARRICK YEAR-END 2004   42   FINANCIAL STATEMENTS

 


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Barrick Gold Corporation. Tabular dollar amounts in millions of United States dollars, unless otherwise shown. References to C$, A$ and € are to Canadian dollars, Australian dollars and Euros, respectively.

1 > NATURE OF OPERATIONS

Barrick Gold Corporation (“Barrick” or the “Company”) engages in the production and sale of gold from underground and open-pit mines, including related activities such as exploration and mine development. Our operations are mainly located in North America, South America, Australia and Africa.

2 > SIGNIFICANT ACCOUNTING POLICIES

A Basis of preparation

These financial statements are prepared under Canadian generally accepted accounting principles (“Canadian GAAP”) in United States dollars and included in our Proxy Statement that we file with various Canadian regulatory authorities. We prepare our primary consolidated financial statements in United States dollars and under United States generally accepted accounting principles (“US GAAP”). These US GAAP financial statements are also filed with Canadian and US regulatory authorities. To ensure comparability of financial information, certain prior-year amounts have been reclassified to conform with the current year presentation.

Consolidation policy

These financial statements reflect consolidation of the accounts of Barrick and other entities in which we have a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities through arrangements that do not involve voting interests, where the entities are variable interest entities (VIEs) under the principles of AcG-15. Intercompany balances and transactions are eliminated on consolidation.

A VIE is defined as an entity that by design either lacks enough equity investment at risk to permit the entity to finance its activities without additional subordinated financial support from other parties; has equity owners who are unable to make decisions about the entity; or has equity owners that do not have the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns. VIEs can arise from a variety of entities or legal structures.

AcG-15 requires a variable interest holder (i.e. a counterparty to a VIE) to consolidate the VIE if that party will absorb a majority of the expected losses of the VIE, receive a majority of the residual returns of the VIE, or both. This party is considered the primary beneficiary of the entity. The determination of whether a variable interest holder meets the criteria to be considered the primary beneficiary of a VIE requires an evaluation of all transactions by the entity. The foundation for this evaluation is a calculation prescribed by AcG-15.

We hold our interests in the Round Mountain, Hemlo, Marigold and Kalgoorlie mines through unincorporated joint ventures. We use the proportionate consolidation method to account for our interests in these unincorporated joint ventures.

Our 70% interest in the Tulawaka development project is held through an unincorporated joint venture. In years prior to 2004 we used the proportionate consolidation method to account for our interest. In 2004, we entered into an agreement to finance the other joint venture partner’s share of mine construction costs, which caused us to reconsider whether this joint venture is a VIE. We concluded that the joint venture is in fact a VIE, and that Barrick is the primary beneficiary. From June 2004 onwards, we consolidated this joint venture using the principles of AcG-15. The creditors of this VIE have no recourse to the general credit of Barrick.

Foreign currency translation

In 2003, various changes in economic facts and circumstances led us to conclude that the functional currency of our Argentinean operations is the United States dollar rather than the Argentinean Peso. These changes included the completion of the Veladero mine feasibility study, the expected denomination of selling prices for future gold production and the occurrence of higher amounts of US dollar expenditures.

Following this change the functional currency of all our operations is the US dollar. We re-measure non-US dollar balances as follows:

Ø   non-monetary assets and liabilities using historical rates;

         
BARRICK YEAR-END 2004   43   NOTES TO FINANCIAL STATEMENTS

 


 

Ø   monetary assets and liabilities using period-end exchange rates; and
 
Ø   income and expenses using average exchange rates, except for expenses related to assets and liabilities re-measured at historical exchange rates.

Gains and losses arising from re-measurement of foreign currency balances and transactions are recorded in earnings.

Use of estimates

The preparation of these financial statements requires us to make estimates and assumptions. The most significant estimates and assumptions are quantities of proven and probable gold reserves; expected value of mineral resources not considered proven and probable reserves; expected future costs and expenses to produce proven and probable reserves; expected future commodity prices and foreign currency exchange rates; and expected costs to meet asset retirement obligations. Critical estimates and assumptions include:

Ø   decisions as to whether mine development costs should be capitalized or expensed;
 
Ø   assessments of whether groups of long-lived assets or goodwill are impaired and the fair value of those groups of assets or goodwill that are the basis for measuring impairment charges;
 
Ø   assessments of our ability to realize the benefits of future income tax assets;
 
Ø   the useful lives of long-lived assets and the measurement of amortization recorded in earnings; and
 
Ø   the fair value of asset retirement obligations.

We regularly review estimates and assumptions that affect our financial statements; however, actual outcomes could differ from estimates and assumptions.

B Accounting changes

CICA 3110, Asset Retirement Obligations

On January 1, 2004, we retroactively adopted CICA Handbook Section 3110, “Asset Retirement Obligations” (CICA 3110) with restatement of prior periods to change our accounting policy for recording obligations relating to the retirement of long-lived assets. CICA 3110 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Under CICA 3110, we record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. Over time, the liability is increased to reflect an interest element (accretion) considered in its initial measurement at fair value, and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, we will record a gain or loss if the actual cost incurred is different than the liability recorded. Effective January 1, 2004 we recorded the cumulative effect of adopting CICA 3110 as a charge to retained earnings of $50 million, net of tax effects of $18 million. Effective January 1, 2004, we recorded in our balance sheet an increase in property, plant and equipment of $36 million; an increase in other long-term obligations of $104 million; and a decrease in future income tax liabilities of $18 million.

On adoption of CICA 3110 at January 1, 2004, the total amount of recorded liabilities for asset retirement obligations was $341 million. These liabilities mainly relate to obligations at our active and inactive mines to perform reclamation and remediation activities to meet existing environmental laws and regulations that govern our mining properties.

For the year ended December 31, 2004, the effect on earnings of adopting CICA 3110 was a decrease in net income of $12 million, net of tax effects of $7 million ($0.02 per share) (2003 - decrease in net income of $17 million, net of tax effects of $7 million ($0.03 per share); 2002 - decrease in net income of $25 million, net of tax effects of $11 million ($0.05 per share)).

CICA 3870, Stock-Based Compensation and other Stock-Based Payments

On January 1, 2004, we adopted the recommendations of CICA Handbook section 3870, “Stock-Based Compensation and other Stock-Based payments” (CICA 3870). We elected to adopt CICA 3870 retroactively with restatement of prior periods to include an expense of the type that was previously included under the prior pro forma note disclosure. CICA 3870 requires us to recognize in income a compensation expense for all employee stock-based awards, using the fair value method of accounting. The fair value of each employee stock option grant is estimated on the date of the grant using a Black-Scholes option-pricing model. Effective January 1, 2004, we recorded the cumulative effect of adopting CICA 3870 as a charge to retained earnings of $14 million, net of tax effects of $nil, a credit to capital stock of $1 million and a credit to contributed surplus of $13 million. The effect of the retroactive adoption of CICA 3870 on earnings for the year December 31,

BARRICK YEAR-END 2004   44   NOTES TO FINANCIAL STATEMENTS

 


 

2004 was a charge to compensation expense of $21 million, net of tax effects of $nil, (2003 - $12 million charge net of tax effects of $nil and 2002 - $2 million charge, net of tax effects of $nil).

CICA Accounting Guideline 13, Hedging Relationships and Emerging Issues Committee Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments

On January 1, 2004, we adopted CICA Accounting Guideline 13: Hedging Relationships (AcG-13) and related Emerging Issues Committee Abstract 128, Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments (EIC-128). The scope of derivative financial instruments within these pronouncements includes our interest rate contracts, currency contracts, gold lease rate swaps, commodity options and fuel contracts, disclosed in note 17. Our gold and silver sales contracts are not included in the scope of these pronouncements because the contracts are expected to be settled through physical delivery of gold and silver. AcG-13 sets out the criteria that must be met in order to apply hedge accounting for derivatives (and is based on many of the principles outlined in FAS 133, which is the US GAAP pronouncement relating to derivative instruments and hedging activities). Specifically, AcG-13 provides detailed guidance on the identification, designation, documentation and effectiveness of hedging relationships, for purposes of applying hedge accounting. Derivative instruments that do not qualify for hedge accounting under AcG-13, or are not designated as a hedge, are recorded in our consolidated balance sheet at fair value as either an asset or liability, with changes in fair value recorded in earnings.

The adoption of AcG-13 and EIC-128 did not have any effect on our consolidated financial statements because prior to adoption our accounting policy for derivative instruments was consistent with the principles of both new CICA pronouncements.

CICA 3063, Impairment of Long-lived Assets (CICA 3063)

Effective January 1, 2004, we adopted CICA 3063 as described in note 12C.

EIC 151: Exchangeable Securities Issued by Subsidiaries of Income Trusts (EIC 151)

EIC 151 requires certain forms of exchangeable shares to be classified outside shareholders’ equity. On adoption of EIC 151 in 2004 we reclassified outstanding BGI exchangeable shares from capital stock to other long-term obligations. Outstanding exchangeable shares were previously included in weighted average common shares outstanding for the purposes of calculating basic net income per share, but following the adoption of EIC 151 the exchangeable shares only affect the calculation of diluted net income per share. The adoption of EIC 151 did not change previously reported basic and diluted net income per share.

C Other significant accounting policies

                 
 
    Note   Page
 
Segment information
    3       45  
Revenue and gold sales contracts
    4       47  
Cost of sales
    5       48  
Other expense
    6       49  
Income tax (recovery) expense
    7       50  
Earnings per share
    8       51  
Supplemental cash flow information
    9       51  
Investments
    10       52  
Accounts receivable, inventories and other current assets
    11       53  
Property, plant and equipment
    12       53  
Capitalized mining costs
    13       55  
Goodwill
    14       55  
Other assets
    15       56  
Other current liabilities
    16       56  
Financial instruments
    17       56  
Other long-term obligations
    18       62  
Future income taxes
    19       63  
Capital stock
    20       64  
Stock-based compensation
    21       65  
Post-retirement benefits
    22       66  
Contingencies, litigation and claims
    23       68  
Joint ventures
    24       69  

3 > SEGMENT INFORMATION

Our operations are managed on a regional basis. Our three regional business units are North America, Australia/Africa and South America. Financial information for each of our operating mines, development projects and our exploration group is reviewed regularly by our chief operating decision maker.

Segment income for operating segments comprises segment revenues less segment operating costs and segment amortization in the format that internal management reporting is presented to the chief operating decision maker. For internal management reporting purposes, we measure segment revenues and income using the average consolidated realized gold selling price for each period. Segment operating costs represent our internal presentation of costs incurred to produce gold at each operating mine, and exclude the following costs that we do not allocate to operating segments: accretion expense;

         
BARRICK YEAR-END 2004   45   NOTES TO FINANCIAL STATEMENTS

 


 

environmental remediation costs at closed mines; regional business unit overhead; amortization of corporate assets; business development costs; administration costs; other income/expense; and the costs of financing their activities. Segment operating costs for development projects and the exploration group represent expensed exploration, mine development and mine start-up costs.

     
Income statement information    
                                                                         
 
    Gold sales     Segment operating costs     Segment income (loss)  
 
For the years ended Dec.31   2004     2003     2002     2004     2003     2002     2004     2003     2002  
 
Goldstrike
  $ 745     $ 801     $ 671     $ 475     $ 531     $ 436     $ 126     $ 130     $ 119  
Round Mountain
    148       137       131       84       68       83       45       44       23  
Eskay Creek
    112       128       120       9       18       19       59       69       59  
Hemlo
    93       97       96       57       60       62       22       24       22  
Other
    42       50       175       21       29       100       (1 )     (1 )     49  
 
North America
    1,140       1,213       1,193       646       706       700       251       266       272  
 
Plutonic
    122       118       104       69       62       59       36       41       30  
Kalgoorlie
    183       151       123       107       87       84       57       46       23  
Cowal
                      1                   (1 )            
Bulyanhulu
    135       107       132       96       73       78             (9 )     8  
Tulawaka
                                                     
Other
    101       90       88       57       49       46       32       33       32  
 
Australia/Africa
    541       466       447       330       271       267       124       111       93  
 
Pierina
    251       327       300       69       76       72       73       85       71  
Veladero
                      5                   (5 )            
Pascua-Lama
                      4                   (4 )            
Lagunas Norte
                      3                   (3 )            
Other
                7       3             4       (3 )           3  
 
South America
    251       327       307       84       76       76       58       85       74  
 
Exploration group
                      83       67       42       (83 )     (67 )     (42 )
 
Segment total
  $ 1,932     $ 2,006     $ 1,947     $ 1,143     $ 1,120     $ 1,085     $ 350     $ 395     $ 397  
 

Geographic information

                                         
 
    Assets     Gold sales  
   
For the years                              
ended Dec.31   2004     2003     2004     2003     2002  
 
United States
  $ 2,203     $ 2,113     $ 911     $ 988     $ 897  
Canada
    612       646       229       225       296  
 
North America
    2,815       2,759       1,140       1,213       1,193  
 
Australia
    1,396       1,478       406       359       315  
Tanzania
    1,004       928       135       107       132  
 
Australia/Africa
    2,400       2,406       541       466       447  
 
Peru
    862       733       251       327       300  
Argentina
    978       554                    
Chile
    593       571                    
 
South America
    2,433       1,858       251       327       300  
 
Other
    186       316                   7  
 
 
  $ 7,834     $ 7,339     $ 1,932     $ 2,006     $ 1,947  
 

Reconciliation of segment income

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Segment income
  $ 350     $ 395     $ 397  
Accretion expense at producing mines
    (11 )     (10 )     (10 )
Other expenses at producing mines
    (16 )     (22 )     (14 )
Amortization of corporate assets
    (29 )     (27 )     (26 )
Business development costs
    (15 )     (17 )     (10 )
Administration
    (92 )     (83 )     (52 )
Interest income
    25       31       26  
Interest expense
    (15 )     (35 )     (57 )
Other expense
    (533 )     (33 )     (64 )
 
Income (loss) before income taxes and other items
  $ (336 )   $ 199     $ 190  
 
 
BARRICK YEAR-END 2004   46   NOTES TO FINANCIAL STATEMENTS

 


 

Asset information

                                                                 
   
    Segment assets     Amortization     Segment capital expenditures  
   
For the years ended Dec.31   2004     2003     2004     2003     2002     2004     2003     2002  
 
Goldstrike
  $ 1,488     $ 1,569     $ 144     $ 140     $ 116     $ 72     $ 51     $ 46  
Round Mountain
    108       117       19       25       25       5       6       8  
Eskay Creek
    114       220       44       41       42       7       5       8  
Hemlo
    170       213       14       13       12       8       10       6  
Other operating segments
    102       113       22       22       26       12       8       19  
 
North America
    1,982       2,232       243       241       221       104       80       87  
 
Plutonic
    318       320       17       15       15       15       44       20  
Kalgoorlie
    498       505       19       18       16       10       14       14  
Cowal
    45       295                         73       24       13  
Bulyanhulu
    754       732       39       43       46       46       36       56  
Tulawaka
    83       50                         48       4       3  
Other operating segments
    262       248       12       8       10       16       25       25  
 
Australia/Africa
    1,960       2,150       87       84       87       208       147       131  
 
Pierina
    249       349       109       166       157       8       17       5  
Veladero
    789       423                         286       91       20  
Pascua-Lama
    746       717                         34       9       11  
Lagunas Norte
    291       70                         193       36       34  
 
South America
    2,075       1,559       109       166       157       521       153       70  
 
Segment total
    6,017       5,941       439       491       465       833       380       288  
Cash and equivalents
    1,398       970                                      
Other items not allocated to segments
    419       428       29       27       26       20       4       3  
 
Enterprise total
  $ 7,834     $ 7,339     $ 468     $ 518     $ 491     $ 853     $ 384     $ 291  
 

4 > REVENUE AND GOLD SALES CONTRACTS

                         
 
For the years ended Dec.31   2004     2003     2002  
 
Gold bullion sales
                       
Gold sales contracts
  $ 709     $ 1,475     $ 1,381  
Spot market sales
    1,111       426       460  
 
 
    1,820       1,901       1,841  
Concentrate sales
    112       105       106  
 
 
  $ 1,932     $ 2,006     $ 1,947  
 

We record revenue when the following conditions are met: persuasive evidence of an arrangement exists; delivery has occurred under the terms of the arrangement; the price is fixed or determinable; and collectability is reasonably assured.

Bullion sales

We record revenue from gold and silver bullion sales at the time of delivery and transfer of title to the gold or silver to counterparties. Incidental revenues from the sale of by-products such as silver are classified within cost of sales.

At December 31, 2004, we had fixed-price gold sales contracts with various counterparties for a total of 13.5 million ounces of future gold production and floating-price forward gold sales contracts for 0.5 million ounces. In 2004, we allocated 6.5 million ounces of fixed-price gold sales contracts specifically to Pascua-Lama. The allocation of these contracts will help reduce gold price risk at Pascua-Lama and will help secure financing for its construction. In addition to the gold sales contracts allocated to Pascua-Lama, we have 7.0 million ounces of corporate gold sales contracts that we intend to settle through delivery of future gold production from our operating mines and development projects, excluding Pascua-Lama. The terms of the contracts are governed by master trading agreements (MTAs) that we have in place with the counterparties to the contracts. The contracts have final delivery dates primarily over the next 10 years, but we have the right to settle these contracts at any time over this period. Contract prices are established at inception through to an interim date. If we do not deliver at this interim date, a new interim date is set. The price for the new interim date is determined in accordance with the MTAs, which have contractually agreed price adjustment mechanisms based on the market gold price. The MTAs have both fixed and floating price mechanisms. The fixed-price mechanism represents the market price at the start date (or previous interim date) of the contract plus a premium based on the difference between the forward price of gold and the current market price. If at an interim date we opt for a floating price, the floating price represents the spot market price at the time of delivery of gold plus or minus the difference between the previously fixed price and the market gold price

         
BARRICK YEAR-END 2004   47   NOTES TO FINANCIAL STATEMENTS

 


 

at that interim date. The final realized selling price under a contract primarily depends upon the timing of the actual future delivery date, the market price of gold at the start of the contract and the actual amount of the premium of the forward price of gold over the spot price of gold for the periods that fixed selling prices are set. The mark-to-market on the fixed-price gold sales contracts (at December 31, 2004) was negative $966 million for the Pascua-Lama Gold Sales Contracts and negative $949 million for the Corporate Gold Sales Contracts.

The difference between the forward price of gold and the current market price, referred to as contango, can be expressed as a percentage that is closely correlated to the difference between US dollar interest rates and gold lease rates. Historically short-term gold lease rates have been lower than longer-term rates. We use gold lease rate swaps to achieve a more economically optimal term structure for gold lease rates implicit in contango. Under the swaps we receive a fixed gold lease rate, and pay a floating gold lease rate, on a notional 2.1 million ounces of gold spread from 2005 to 2013. The swaps are associated with fixed-price gold sales contracts with expected delivery dates beyond 2006. Lease rate swaps are classified as non-hedge derivatives (note 17C).

Floating spot price sales contracts were previously fixed-price forward sales contracts for which, in accordance with the terms of our MTAs, we have elected to receive floating spot gold and silver prices, adjusted by the difference between the spot price and the contract price at the time of such election. Floating prices were elected for these contracts so that we could economically regain spot gold price leverage under the terms of delivery into these contracts. Furthermore, floating price mechanisms were elected for these contracts at a time when the then current market price was higher than the fixed price in the contract. The mark-to-market on these contracts (at December 31, 2004) was negative $25 million, which equates to an average reduction to the future spot sales price of approximately $52 per ounce, when we deliver gold at spot prices against these contracts.

At December 31, 2004, one counterparty made up 11% of the ounces committed under gold bullion sales contracts.

Concentrate sales

Our Eskay Creek and Bulyanhulu mines produce gold in concentrate form. We expect that our Pascua-Lama mine will also produce gold in concentrate form. Under the terms of our concentrate sales contracts with independent smelting companies, gold sales prices are set on a specified future date after shipment based on market prices. We record revenues under these contracts at the time of shipment, which is when title passes to the smelting companies, using forward market gold prices on the expected date that final sales prices will be set. Variations between the price recorded at the shipment date and the actual final price set under the smelting contracts are caused by changes in market gold prices, and result in an embedded derivative in the accounts receivable. The embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as a component of revenue.

Impact of derivative embedded in concentrate sales receivables

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Gains included in revenue
  $     $     $ 1  

5 > COST OF SALES

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Cost of goods sold1
  $ 1,137     $ 1,112     $ 1,130  
By-product revenues2
    (146 )     (114 )     (119 )
Royalty expense
    53       50       37  
Mining taxes
    12       15       5  
Other expenses at producing mines3
    16       22       14  
 
 
  $ 1,072     $ 1,085     $ 1,067  
 


1   The presentation of cost of goods sold includes accretion expense at producing mines of $11 million (2003 - $10 million; 2002 - $10 million). The cost of inventory sold in the period reflects the components described in note 11, except that for presentation purposes the component of inventory cost relating to amortization of property, plant and equipment is classified in the income statement under “amortization”. Some companies present this amount under “cost of sales”. The amount presented in amortization rather than cost of sales is $439 million in 2004; $491 million in 2003 and $465 million in 2002.
 
2   We use silver sales contracts to sell a portion of silver produced as a byproduct. Silver sales contracts have similar delivery terms and pricing mechanisms as gold sales contracts. At December 31, 2004, we had fixed-price commitments to deliver 12.4 million ounces of silver at an average price of $5.50 per ounce and floating spot price sales contracts for 12 million ounces over periods primarily of up to 10 years.
 
3   Includes the reversal of $15 million of accrued costs on resolution of the Peruvian tax assessment (see note 7).

Royalties

Certain of our properties are subject to royalty arrangements based on mineral production at the properties. The most significant royalties are at the Goldstrike and Bulyanhulu mines and the Pascua-Lama and Veladero projects. The primary type of royalty is a net smelter return (NSR) royalty. Under this type of royalty we pay the holder an amount

         
BARRICK YEAR-END 2004   48   NOTES TO FINANCIAL STATEMENTS

 


 

calculated as the royalty percentage multiplied by the value of gold production at market gold prices less third-party smelting, refining and transportation costs. Most Goldstrike production is subject to an NSR or net profits interest (NPI) royalty. The highest Goldstrike royalties are a 5% NSR and a 6% NPI royalty. Bulyanhulu is subject to an NSR-type royalty of 3%. Pascua-Lama gold production from the areas located in Chile is subject to a gross proceeds sliding scale royalty, ranging from 1.5% to 10%, and a 2% NSR on copper production. For areas located in Argentina, Pascua-Lama is subject to a 3% NSR on extraction of all gold, silver and other ores. Production at Veladero is subject to a 3.75% NSR on extraction of all gold, silver and other ores.

Royalty expense is recorded at the time of sale of gold production, measured using the applicable royalty percentage for NSR royalties or estimates of NPI amounts.

6 > OTHER EXPENSE

                         
 
For the years ended Dec.31   2004     2003     2002  
 
Non-hedge derivative (gains) losses (note 17C)
  $ (5 )   $ (71 )   $ 32  
Gains realized on sale of assets
    (2 )     (24 )     (4 )
Environmental remediation costs2
    44       34       33  
Impairment of long-lived assets
                       
Eskay Creek
    56              
Cowal
    211              
Other
    32       5       11  
Impairment of goodwill (note 14)
    184       48        
Impairment of investments (note 10)
    5       11        
World Gold Council fees
    9       10       12  
Litigation costs
          16        
Currency translation (gains) losses
    1       (2 )     (1 )
Pension expense (note 22B)
          4       2  
Other items1
    (2 )     2       (21 )
 
 
  $ 533     $ 33     $ 64  
 


1   In 2004, includes the reversal of $6 million of accrued costs on resolution of the Peruvian tax assessment (see note 7) and $4 million in severance costs related to the sale of the Holt McDermott mine.
 
2   Includes costs at development projects and closed mines.

Environmental remediation costs at closed mines

During the production phases of a mine, we incur and expense the cost of various activities connected with environmental aspects of normal operations, including compliance with and monitoring of environmental regulations; disposal of hazardous waste produced from normal operations; and operation of equipment designed to reduce or eliminate environmental effects. In limited circumstances, costs to acquire and install plant and equipment are capitalized during the production phase of a mine if the costs are expected to mitigate risk or prevent future environmental contamination from normal operations.

When a contingent loss arises from the improper use of an asset, a loss accrual is recorded if the loss is probable and reasonably estimable. Amounts recorded are measured on an undiscounted basis, and adjusted as further information develops or if circumstances change. Recoveries of environmental remediation costs from other parties are recorded as assets when receipt is deemed probable.

Impairment of long-lived assets

Eskay Creek

The asset group that comprises the Eskay Creek mine was tested for impairment effective December 31, 2004. The principal factors that caused us to test this asset group for impairment included: downward revisions to proven and probable reserves; the impact of the continued strengthening of the C$ against the US$ and upward revisions to expected asset retirement costs in the fourth quarter of 2004. An impairment charge of $56 million was recorded, which represents the amount by which the carrying amount of the asset group exceeds its estimated fair value. Fair value was estimated using the method described in note 12C.

Cowal

The asset group that comprises the Cowal mine was tested for impairment effective December 31, 2004. The principal factors that caused us to test this asset group for impairment included: the impact of the continued strengthening of the A$ against the US$ and revisions to estimates of future capital expenditures and production costs due to the impact of inflationary cost pressures. An impairment charge of $211 million was recorded, which represents the amount by which the carrying amount of the asset group exceeds its estimated fair value. Fair value was estimated using the method described in note 12C.

Other

In 2004, we conducted an impairment test of various Australian exploration-stage properties acquired in the Homestake merger upon completion of the 2004 exploration program. On finalization of their assessment, we concluded that certain of the properties were impaired and recorded an impairment charge to reduce them to estimated fair value using the method described in note 12A.

         
BARRICK YEAR-END 2004   49   NOTES TO FINANCIAL STATEMENTS

 


 

Litigation costs

In November 2003, we paid Inmet C$111 million (US $86 million), in full settlement of the Inmet litigation. The settlement resulted in an expense of US$14 million in fourth quarter 2003, combined with post-judgment interest of $2 million in the first nine months of 2003.

7 > INCOME TAX (RECOVERY) EXPENSE

                         
 
For the years ended Dec.31   2004     2003     2002  
 
Current
                       
Canada
  $ 19     $ 40     $ 44  
International
    24       14       15  
 
 
  $ 43     $ 54     $ 59  
 
Future
                       
Canada
  $ (28 )   $ (54 )   $ (58 )
International
    (27 )     82       9  
 
 
  $ (55 )   $ 28     $ (49 )
 
Income tax expense before elements below1
  $ (12 )   $ 82     $ 10  
Outcome of tax uncertainties
    (141 )           (22 )
Change in tax status in Australia
    (81 )            
 
Total (recovery) expense
  $ (234 )   $ 82     $ (12 )
 


1   All amounts are future tax items except for a $21 million portion of the $141 million recovery on resolution of the Peruvian tax assessment in 2004, which is a current tax item.

Outcome of tax uncertainties

Peruvian tax assessment

On September 30, 2004, the Tax Court of Peru issued a decision in our favor in the matter of our appeal of a 2002 income tax assessment of $32 million, excluding interest and penalties. The Peruvian tax agency, SUNAT, had until mid-January 2005 to appeal the decision.

The 2002 income tax assessment related to a tax audit of our Pierina Mine for the 1999 and 2000 fiscal years. The assessment mainly related to the validity of a revaluation of the Pierina mining concession, which affects its tax basis. Under the valuation proposed by SUNAT, the tax basis of the Pierina mining concession would have changed from what we previously assumed with a resulting increase in current and future income taxes. The full life of mine effect on our current and future income tax liabilities, totaling $141 million, was recorded at December 31, 2002, as were other related costs of about $21 million for periods through 2003.

In January 2005, we received confirmation in writing that there would be no appeal of the September 30, 2004 Tax Court of Peru decision. The confirmation concluded the administrative and judicial appeals process with resolution in Barrick’s favor. As a result, we recorded a $141 million reduction in current and future income tax liabilities and a $21 million reduction in other accrued costs in 2004; $15 million of which is classified in “other expenses at producing mines” within cost of sales and $6 million of which is classified in other expense.

Other uncertainties

In 2002, we recorded a credit of $22 million reflecting the net impact of tax planning completed in the period and the outcome of certain tax uncertainties.

Changes in tax status in Australia

A new tax law has been enacted in Australia that allows wholly owned groups of companies resident in Australia to elect to be treated as a single entity and to file consolidated tax returns. This new regime is elective and the election is irrevocable. Under certain circumstances, the rules governing the election allow for a choice to reset the tax cost basis of certain assets within a consolidated group. This election will be effective for us for the 2004 fiscal year. This election results in an estimated upward revaluation of the tax basis of our assets in Australia, by $110 million, with a corresponding $33 million adjustment to future income taxes.

In 2004, we filed an election to use US dollars as the functional currency for Australian tax calculations and tax returns, whereas previously Australian dollars were used. Prior to this election, the favorable impact of changes in the tax basis of non-monetary assets caused by changes in the US$:A$ exchange rate were not recorded, as their realization was not certain. The election in 2004 created certainty about the realization of these favorable tax temporary differences and resulted in our recognition of these as future tax assets amounting to $48 million. The impact of the change in tax status was to increase the amount of deductible temporary differences relating to non-monetary assets by $160 million.

         
BARRICK YEAR-END 2004   50   NOTES TO FINANCIAL STATEMENTS

 


 

Reconciliation to Canadian federal rate

                         
 
For the years ended Dec. 31   2004     2003     2002  
 
At 38% statutory federal rate
  $ (128 )   $ 76     $ 72  
Increase (decrease) due to:
                       
Allowances and special tax deductions1
    (26 )     (17 )     (12 )
Impact of foreign tax rates2
    13       (46 )     (67 )
Non–deductible goodwill impairment
    94       18        
Expenses not tax-deductible
    21       17       9  
Change in valuation allowances
    3       42       3  
Recognition of future tax assets3
    (81 )            
Outcome of tax uncertainties
    (141 )           (22 )
Withholding taxes on intercompany interest
    1       1       11  
Mining taxes
    5       8       3  
Other items
    5       (17 )     (9 )
 
Income tax (recovery) expense
  $ (234 )   $ 82     $ (12 )
 


1   We are able to claim certain allowances and tax deductions unique to extractive industries that result in a lower effective tax rate.
 
2   We operate in multiple foreign tax jurisdictions that have different tax rates than the Canadian federal rate.
 
3   In 2004, we recognized a $81 million future tax asset in Australia due to a change in tax status.

Income tax returns

Our income tax returns for the major jurisdictions where we operate have been fully examined through the following years: Canada - 2000, United States - 2001, and Peru - 2000.

American Jobs Creation Act of 2004

The American Jobs Creation Act of 2004 (“the Act”) was signed into law on October 22, 2004. The Act creates an elective incentive for U.S. multinationals to repatriate accumulated earnings from controlled foreign corporations. The repatriation incentive is only available for 2004 or 2005. We are currently evaluating the application of the repatriation incentive; however, we cannot complete our analysis until additional legislation and/or IRS guidance is provided to clarify key elements of the legislation.

8 > EARNINGS PER SHARE

                         
 
For the years ended Dec. 31                  
($ millions, except shares in millions                  
and per share amounts in dollars)   2004     2003     2002  
 
Income (loss) available to common stockholders
                       
Basic
  $ (102 )   $ 117     $ 202  
Effect of dilutive stock options and exchangeable shares
                 
 
Diluted
  $ (102 )   $ 117     $ 202  
 
Weighted average shares outstanding
                       
Basic
    532       538       540  
Effect of dilutive stock options and exchangeable shares
    2       1       1  
 
Diluted
    534       539       541  
 
Earnings (loss) per share
                       
Basic
  $ (0.19 )   $ 0.22     $ 0.37  
Diluted
  $ (0.19 )   $ 0.22     $ 0.37  
 

9 > SUPPLEMENTAL CASH FLOW INFORMATION

                         
 
For the years ended Dec. 31   2004     2003     2002  
 
Income statement items:
                       
Currency translation losses
  $ 1     $ 5     $  
(Gains) losses on investments (note 10)
    (1 )     7       3  
Accretion expense (note 18A)
    19       19       19  
Non-hedge derivative (gains) losses (note 17C)
    (5 )     (71 )     6  
Inmet litigation
          16        
Current income tax expense (note 7)
    22       54       59  
Revisions to expected cost of AROs at closed mines (note 18A)
    22              
Amortization of debt issue costs
    3       1       1  
Losses on write-down of inventory to market value (note 11)
    9       3       6  
Stock-based compensation expense
    21       12       2  
Changes in:
                       
Accounts receivable
    (2 )     3       (12 )
Inventories
    (50 )     1       47  
Accounts payable
    4       4       (25 )
Capitalized mining costs
    9       37       29  
Other assets and liabilities
    (28 )     27       24  
Cash payments:
                       
Merger and related costs
                (50 )
Asset retirement obligations
    (34 )     (36 )     (70 )
Current income taxes
    (45 )     (111 )     (52 )
Other items
    (1 )     4       35  
 
Other net operating activities
  $ (56 )   $ (25 )   $ 22  
 
Interest paid, net of amounts capitalized
  $ (15 )   $ (35 )   $ (57 )
 
         
BARRICK YEAR-END 2004   51   NOTES TO FINANCIAL STATEMENTS

 


 

10 > INVESTMENTS

Debt and equity securities

                                 
 
At Dec. 31   2004     2003  
    Carrying     Fair     Carrying     Fair  
    amount     Value     amount     value  
 
Benefit plans:1
                               
Fixed-income securities
  $ 11     $ 11     $ 6     $ 6  
Equity securities
    9       19       18       26  
Strategic investments:
                               
Equity securities2
    104       104       68       98  
 
Total
  $ 124     $ 134     $ 92     $ 130  
 


1   Under various benefit plans for certain former Homestake executives, a portfolio of marketable fixed-income and equity securities are held in a rabbi trust that is used to fund obligations under the plans.
 
2   Other investments mainly include an investment in Highland Gold with a fair value of $75 million at December 31, 2004.

Investments in debt and equity securities are recorded at cost. Realized gains and losses are recorded in earnings when investments mature or on sale, calculated using the average cost of securities sold. We recognize in earnings any unrealized declines in fair value judged to be other than temporary (2004 - $5 million; 2003 - $11 million; 2002 - $nil). Total proceeds from the sale of investments were $9 million in 2004 (2003 - $8 million; 2002 - $3 million).

Gains (losses) on investments recorded in earnings

                         
 
For the years ended Dec. 31   2004     2003     2002  
 
Realized on sale
                       
Gains
  $ 6     $ 5     $  
Losses
          (1 )     (3 )
Impairment charges
    (5 )     (11 )      
 
 
  $ 1     $ (7 )   $ (3 )
 

Investment in Highland Gold Mining PLC (“Highland”)

In 2004, we acquired a further 9.3 million common shares of Highland for $40 million in cash. Combined with the purchase of 11.1 million common shares for $46 million in October 2003, we held a 14% interest in Highland common shares at December 31, 2004.

We have also formed a strategic partnership with Highland under which:

  •   We have the right to participate on an exclusive basis for up to 50% on any acquisition made by Highland in Russia; and a similar right extends to Highland for any acquisition made by us in certain regions in Russia, excluding Irkutsk.
 
  •   We have a right of first refusal with respect to third-party investment in Highland’s Mayskoye property in the Chutotka region, Russia, and plan to pursue discussions with Highland on establishing a joint venture at Mayskoye.

Investment in Celtic Resources Holdings PLC (“Celtic”)

On December 2, 2004, Barrick and Celtic entered into a subscription agreement under which we agreed to subscribe for 3,688,191 units of Celtic for $7.562 per unit. Each unit consists of one ordinary share of Celtic and one-half of one share purchase warrant. Each whole warrant entitles us to acquire one ordinary share of Celtic for $7.562, expiring on December 31, 2005. In the event that Celtic does not acquire 100% of the license to the Nezhdaninskoye deposit before June 1, 2005, the number of warrants will automatically increase by 50%. Completion of the subscription occurred on January 5, 2005 upon which we held a 9% interest in Celtic’s outstanding ordinary shares.

In connection with the completion of the subscription, Barrick and Celtic entered into the following agreements:

  •   We have the pre-emptive right to subscribe for up to $75 million of Celtic shares at $7.562 per share.
 
  •   Nezhdaninskoye Right of First Refusal. Celtic has granted us the right of first refusal on any proposed sale of its direct or indirect interest in Nezhdaninskoye.
 
  •   Nezhdaninskoye Purchase Option. Celtic has granted us the right to indirectly purchase 51% of its interest in Nezhdaninskoye for $195 million, exercisable for a period of six months starting if and when Celtic indirectly acquires 100% of Nezhdaninskoye.
 
  •   Kazakhstan Participation. Celtic has granted to us the right to acquire 50% of any interest in any mineral property in Kazakhstan that Celtic acquires. We have 12 months to elect to participate in any such acquisitions by Celtic. To participate, we must pay Celtic 50% of the cost to Celtic of its interest in the mineral property.

         
BARRICK YEAR-END 2004   52   NOTES TO FINANCIAL STATEMENTS

 


 

11 > ACCOUNTS RECEIVABLE, INVENTORIES AND OTHER CURRENT ASSETS

                 
 
At Dec. 31   2004     2003  
 
Accounts receivable
               
Amounts due from concentrate sales
  $ 29     $ 26  
Other
    29       30  
 
 
  $ 58     $ 56  
 
Inventories
               
Gold in process and ore in stockpiles
  $ 200     $ 166  
Mine operating supplies
    82       58  
 
 
    282       224  
Non-current ore in stockpiles1
    (65 )     (57 )
 
 
  $ 217     $ 167  
 
Other current assets
               
Derivative assets (note 17C)
  $ 58     $ 43  
Taxes recoverable
    104       9  
Prepaid expenses
    19       14  
 
 
  $ 181     $ 66  
 


1   Ore that we do not expect to process in the next 12 months is classified in other assets (note 15).

Inventories

Material extracted from our mines is classified as either ore or waste. Ore represents material that can be mined, processed into a saleable form and sold at a profit. Ore, which represents material included in proven and probable reserves, is recorded as an asset that is classified within inventory at the point it is extracted from the mine. Ore is accumulated in stockpiles that are subsequently processed into gold in a saleable form under a mine plan that takes into consideration optimal scheduling of production of our reserves, present plant capacity, and the market price of gold.

We record gold in process and ore in stockpiles at cost, less provisions required to reduce inventory to market value. Costs capitalized to inventory include direct and indirect materials and consumables; direct labor; repairs and maintenance; utilities; amortization of property, plant and equipment; amortization of capitalized mining costs; and local mine administrative expenses. Costs are removed from inventory and recorded in cost of sales based on the average cost per ounce of gold in inventory. Average cost is calculated based on the cost of inventory at the beginning of a period, plus the cost of inventory produced in a period.

Significant ore in stockpiles

                 
 
At Dec. 31   2004     2003  
 
Goldstrike
               
Ore that requires roasting
  $ 23     $ 22  
Ore that requires autoclaving
    17       19  
Kalgoorlie
    46       32  
 

At Goldstrike, we expect to fully process the autoclave stockpile by 2009 and the roaster stockpile by 2016. At Kalgoorlie, we expect to process the stockpile by 2017.

Mine operating supplies are recorded at purchase cost, less provisions to reduce slow-moving and obsolete supplies to market value.

Cost of sales includes losses recorded to reduce inventory cost to market value as follows: 2004 - $9 million; 2003 - $3 million; 2002 - $6 million.

12 > PROPERTY, PLANT AND EQUIPMENT

                 
 
At Dec. 31   2004     2003  
 
Acquired mineral properties and capitalized mine development costs
  $ 4,969     $ 4,886  
Buildings, plant and equipment
    2,262       1,815  
 
 
    7,231       6,701  
Accumulated amortization
    (2,702 )     (2,242 )
 
 
  $ 4,529     $ 4,459  
 

A Acquired mineral properties and capitalized mine development costs

Exploration and development stage properties We capitalize the cost of acquisition of land and mineral rights. The cost is allocated between proven and probable reserves and mineralization not considered proven and probable reserves at the date of acquisition, based on relative fair values. If we later establish that some mineralization meets the definition of proven and probable gold reserves, we classify a portion of the capitalized acquisition cost as relating to reserves.

After acquisition, various factors can affect the recoverability of the capitalized cost of land and mineral rights, particularly the results of exploration drilling. The length of time between the acquisition of land and mineral rights and when we undertake exploration work varies based on the prioritization of our exploration projects and the size of our exploration budget. If we conclude that the carrying amount of land and mineral rights is impaired, we reduce this carrying amount to estimated fair value through an impairment charge.

We capitalize mine development costs on our properties after proven and probable reserves have been found. We also capitalize costs for certain material that does not meet all the criteria required for classification as proven or probable reserves. Management’s determination as to whether the existence of non-reserve material should result in the capitalization of costs or the material should be

         
BARRICK YEAR-END 2004   53   NOTES TO FINANCIAL STATEMENTS

 


 

included in the amortization and recoverability calculations is based on the existence of various factors, including, but not limited to: the existence and nature of known mineralization; the location of the property (for example, whether the presence of existing mines and ore bodies in the immediate vicinity increases the likelihood of development of a mine on the property); the existence of proven and probable reserves on the property; whether the ore body is an extension of an existing producing ore body on an adjacent property; the results of recent drilling on the property; and the existence of a feasibility study or other analysis to demonstrate that the ore is commercially recoverable.

At December 31, 2004 the following assets were in an exploration, development or construction stage and amortization of the capitalized costs had not yet begun.

                 
 
    Carrying amount     Targeted timing of  
    At Dec.31, 2004     production start-up  
 
Development stage projects
               
Veladero
  $ 402       2005  
Lagunas Norte
    267       2005  
Tulawaka
    83       2005  
Cowal
    25       2006  
Pascua-Lama
    479       2009  
Buzwagi
    120        
Nevada Power Plant
    18       2005  
 
Total
  $ 1,394          
 

Interest cost is considered an element of the historical cost of an asset when a period of time is necessary to prepare it for its intended use. We capitalize interest costs to assets under development or construction while activities are in progress. We stop capitalizing interest costs when construction of an asset is substantially complete and it is ready for its intended use. We measure the amount capitalized based on cumulative capitalized costs, exclusive of the impact, if any, of impairment charges on the carrying amount of an asset.

Producing mines

We start amortizing capitalized mineral property acquisition and mine development costs when production begins. Amortization is capitalized as a component of the cost of inventory. Amortization is calculated using the “units-of-production” method, where the numerator is the number of ounces produced and the denominator is the estimated recoverable ounces of gold contained in proven and probable reserves, and non-reserve material expected to be converted into proven and probable reserves.

During production at underground mines, we incur development costs to build new shafts, drifts and ramps that will enable us to physically access ore underground. The time over which we will continue to incur these costs depends on the mine life, and in some cases could be up to 25 years. These underground development costs are capitalized as incurred. In years prior to 2003 we amortized the aggregate total of historically capitalized costs, and estimated costs that will be incurred to enable access to the ore body over the remaining mine life, using the units-of-production method. In 2003, we changed the method of amortizing these costs to better attribute these costs to ounces of gold produced, as well as to remove the uncertainty inherent in using estimates of future underground development costs in the measurement of amortization.

Under our revised method of measuring amortization for underground development costs, the cost incurred to access specific ore blocks or areas of the mine, which only provides an economic benefit over the period of mining that ore block or area, is attributed to earnings using the units-of-production method where the denominator is estimated recoverable ounces of gold contained in proven and probable reserves within that ore block or area. If capitalized costs provide an economic benefit over the entire mine life, the costs are attributed to earnings using the units-of-production method, where the denominator is the estimated recoverable ounces of gold contained in total accessible proven and probable reserves, and non-reserve material expected to be converted into proven and probable reserves.

B Buildings, plant and equipment

We record buildings, plant and equipment at cost. We capitalize costs that extend the productive capacity or useful economic life of an asset. Repairs and maintenance expenditures are expensed as incurred. We amortize the cost less estimated residual value, using the straight-line method over the estimated useful economic life of the asset. The longest estimated useful economic life for buildings and equipment at ore processing facilities is 25 years and for mining equipment is 15 years.

         
BARRICK YEAR-END 2004   54   NOTES TO FINANCIAL STATEMENTS

 


 

C Impairment evaluations — operating mines and development projects

In 2004, we adopted CICA 3063, Impairment of Long-lived Assets (CICA 3063), and changed our accounting policy for the impairment of long–lived assets. Under CICA 3063, we review and test the carrying amounts of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. We group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For operating mines and development projects, all assets are included in one group. If there are indications that an impairment may have occurred, we prepare estimates of expected future cash flows for each group of assets. Expected future cash flows are based on a probability-weighted approach applied to potential outcomes.

Estimates of expected future cash flow reflect:

•   Estimated sales proceeds from the production and sale of recoverable ounces of gold contained in proven and probable reserves;
 
•   Expected future commodity prices and currency exchange rates (considering historical and current prices, price trends and related factors). In impairment assessments conducted in 2004 we used an expected future market gold price of $400 per ounce, and an expected future market A$:US$ exchange rate of $0.70 and C$:US$ exchange rate of $0.82;
 
•   Expected future operating costs and capital expenditures to produce proven and probable gold reserves based on mine plans that assume current plant capacity, but exclude the impact of inflation;
 
•   Expected cash flows associated with value beyond proven and probable reserves, which includes the expected cash outflows required to develop and extract the value beyond proven and probable reserves; and
 
•   Environmental remediation costs excluded from the measurement of asset retirement obligations.

We record a reduction of a group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying amount. We estimate fair value by discounting the expected future cash flows using a discount factor that reflects the risk-free rate of interest for a term consistent with the period of expected cash flows.

Under our previous policy, the principal difference was that the amount of an impairment charge was measured as the difference between the estimated net recoverable amount and the carrying amount. Net recoverable amount represented the undiscounted expected future net cash flows.

D Capital commitments

At December 31, 2004, we had capital commitments of $322 million for 2005/2006 in connection with construction at our development projects and of a power plant in Nevada for the Goldstrike mine.

13 > CAPITALIZED MINING COSTS

We capitalize and amortize certain costs relating to the removal of waste rock at open-pit mines, commonly referred to as “stripping costs”. We include in inventory, amortization of amounts capitalized based on a “stripping ratio” using the units-of-production method.

This accounting method results in the smoothing of these costs over the life of a mine. Instead of capitalizing and amortizing these costs, some mining companies capitalize them to inventory as incurred, which may result in the reporting of greater volatility in period-to-period results. If we followed a policy of capitalizing these costs to inventory as incurred, rather than using our present policy, our reported cost of sales would have been $9 million lower in 2004 (2003 – $37 million lower, 2002 – $29 million lower).

Stripping ratios1

                                 
 
For the years ended   Mine life                  
Dec.31   (years)2   2004   2003   2002
 
Goldstrike Open Pit
    14       109:1       112:1       112:1  
Pierina
    4       60:1       48:1       48:1  
 


1   The stripping ratio is calculated as the ratio of total tons (ore and waste) of material to be moved compared to total recoverable proven and probable gold reserves.
 
2   Costs capitalized will be fully amortized by the end of the mine lives. The carrying amount of capitalized mining costs is grouped with property, plant and equipment for impairment evaluation purposes.

14 > GOODWILL

We allocate goodwill arising from business combinations to reporting units acquired by preparing estimates of the fair value of the entire reporting unit and comparing this amount to the fair value of assets and liabilities (including intangibles) in the reporting unit. The difference represents the amount of goodwill allocated to each reporting unit. Details of goodwill by reporting unit are as follows:

         
BARRICK YEAR-END 2004   55   NOTES TO FINANCIAL STATEMENTS

 


 

                 
At December 31   2004     2003  
 
Kalgoorlie
  $ 205     $ 239  
Pascua-Lama
    224       229  
Veladero
    137       141  
Cowal
    18       138  
Hemlo
    61       100  
Plutonic
    107       113  
Eskay Creek
    24       25  
Round Mountain
    12       12  
Other
    80       84  
 
 
  $ 868     $ 1,081  
 

In 2004, we released certain future income tax valuation allowances totaling $29 million (2003 - - $118 million) that were originally recorded as part of the fair value of assets and liabilities acquired at the date of acquisition of Homestake. The amounts released were recorded as a reduction of goodwill.

We test goodwill for impairment annually in the fourth quarter of our fiscal year. This impairment assessment involves estimating the fair value of each reporting unit that includes goodwill. We compare this fair value to the total carrying amount of each reporting unit (including goodwill). If the fair value exceeds this carrying amount, we consider that goodwill is not impaired. If the fair value is less than this carrying amount, then we estimate the fair values of all identifiable assets and liabilities in the reporting unit, and compare this net fair value of assets less liabilities to the estimated fair value of the entire reporting unit. The difference represents the fair value of goodwill, and if necessary, we reduce the carrying amount of goodwill to this fair value. In 2004, our goodwill impairment test resulted in a write down of goodwill of $184 million, including $120 million for Cowal, $28 million for Kalgoorlie and $36 million for Hemlo, (2003 - $48 million relating to Cowal). The impairment in 2004 is mainly attributable to the continued strengthening of the A$ and C$ against the US$ and revisions to estimates of future capital expenditures and production costs, due to the impact of inflationary cost pressures. We do not expect any of the acquired goodwill to be deductible for income tax purposes.

15 > OTHER ASSETS

                 
 
At Dec.31   2004     2003  
 
Derivative assets (note 17C)
  $ 21     $ 31  
Ore in stockpiles (note 11)
    65       57  
Taxes recoverable
    50       52  
Debt issue costs
    38       11  
Deferred stock-based compensation (note 21B)
    5       6  
Other
    54       56  
 
 
  $ 233     $ 213  
 

Debt issue costs

Additions to debt issue costs in 2004 principally relate to new debt financings put in place during the year. Amortization of debt issue costs is calculated on a straight-line basis or using the interest method over the term of each debt obligation, and classified as a component of interest cost.

16 > OTHER CURRENT LIABILITIES

                 
 
At Dec.31   2004     2003  
 
Asset retirement obligations (note 18A)
  $ 33     $ 52  
Current part of long-term debt (note 17B)
    31       41  
Post-retirement benefits (note 22)
    2       5  
Deferred revenue
    5       17  
Other
    1       18  
 
 
  $ 72     $ 133  
 

17 > FINANCIAL INSTRUMENTS

Financial instruments include cash; evidence of ownership in an entity; or a contract that imposes an obligation on one party and conveys a right to a second entity to deliver/receive cash or another financial instrument. Information on certain types of financial instruments is included in these financial statements as follows: accounts receivable – note 11; investments – note 10; restricted stock units – note 21.

A Cash and equivalents

Cash and equivalents include cash, term deposits and treasury bills with original maturities of less than 90 days.

         
BARRICK YEAR-END 2004   56   NOTES TO FINANCIAL STATEMENTS

 


 

B Long-term debt

                                                                 
 
                    For the years ended Dec.31
    At Dec.31     2004     2003     2002  
                    Interest     Effective     Interest     Effective     Interest     Effective  
    2004     2003     cost     rate1     cost     rate1     cost     rate1  
 
7 1/2% debentures2
  $ 500     $ 500     $ 31       6.1 %   $ 31       6.1 %   $ 38       5.7 %
5 4/5% notes3
    397             3       6.0 %                        
4 7/8% notes4
    348             2       5.0 %                        
Veladero financing5
    198             4       7.5 %                        
Bulyanhulu financing6
    150       174       14       8.0 %     15       7.7 %     15       7.2 %
Variable-rate bonds7
    63       80       1       1.2 %     1       1.1 %     1       1.4 %
Capital leases
    5       5             7.8 %           8.2 %     1       7.9 %
Construction debt under build to suit lease8
    30                                            
Other interest
                5             2             4        
 
 
    1,691       759       60       6.1 %     49       6.3 %     59       6.8 %
Less: current part/interest capitalized
    (31 )     (41 )     (45 )             (14 )             (2 )        
 
 
  $ 1,660     $ 718     $ 15             $ 35             $ 57          
 


1   The effective rate includes the stated interest rate under the debt agreement, amortization of debt issue costs, and the impact of interest rate contracts designated in a hedging relationship with long-term debt.
 
2   On April 22, 1997, we issued $500 million of debentures that mature on May 1, 2007.
 
3   On November 12, 2004, we issued $400 million of debentures that mature on November 15, 2034. The debentures were issued at a $3 million discount.
 
4   On November 12, 2004, we issued $350 million of debentures that mature on November 15, 2014. The debentures were issued at a $2 million discount.
 
5   One of our wholly owned subsidiaries, Minera Argentina Gold S.A. in Argentina has a variable-rate limited recourse amortizing loan facility for $250 million. At December 31, 2004, a total of $198 million had been drawn down under this facility. We have guaranteed the loan until completion occurs, after which it will become non-recourse. The loan is insured for political risks by branches of the Canadian and German governments.
 
6   One of our wholly owned subsidiaries, Kahama Mining Corporation Ltd. in Tanzania, has a variable-rate non-recourse amortizing loan for $150 million. The loan is insured for political risks equally by branches of the Canadian government and the World Bank.
 
7   Certain of our wholly owned subsidiaries have issued variable-rate, tax-exempt bonds of $25 million (due 2029) and $38 million (due 2032) for a total of $63 million.
 
8   One of our wholly owned subsidiaries, Minera Barrick Misquichilca, has entered into a $56 million build to suit lease facility to finance the construction of the leach pad and process facilities at the Lagunas Norte project. The five year lease term begins on October 1, 2005. Amounts reimbursed for construction costs at December 31, 2004 have been presented as “construction debt” until the lease term begins. Obligations under the lease will be repayable in 20 equal quarterly installments over the term of the lease.

We also have a credit and guarantee agreement with a group of banks (the “Lenders”), which requires the Lenders to make available to us a credit facility of up to $1 billion or the equivalent amount in Canadian currency. The credit facility, which is unsecured, matures in April 2008 and has an interest rate of LIBOR plus 0.27% to 0.35% when used, and an annual fee of 0.08%. We have not drawn any amounts under the credit facility.

Scheduled debt repayments1

                                         
 
                                    2009 and  
    2005     2006     2007     2008     thereafter  
 
7 1/2% debentures
  $     $     $ 500     $     $  
5 4/5% notes
                            400  
4 7/8% notes
                            350  
Veladero financing
          24       46       38       90  
Bulyanhulu financing
    31       34       34       34       17  
Variable-rate bonds
                            63  
 
 
  $ 31     $ 58     $ 580     $ 72     $ 920  
 


1   Excludes capital leases and build to suit lease facility.

Minimum payments under capital leases1

         
 
Years ending Dec.31        
 
2005
  $ 12  
2006
    15  
2007
    12  
2008
    11  
2009
    11  
 
 
  $ 61  
 


1   Includes the $56 million build to suit lease facility.

C Use of derivative instruments (“derivatives”) in risk management

In the normal course of business, our assets, liabilities and forecasted transactions are impacted by various market risks including:

         
BARRICK YEAR-END 2004   57   NOTES TO FINANCIAL STATEMENTS

 


 

Item

•   Cost of sales

  o    Consumption of oil and propane
 
  o    Local currency denominated expenditures

•   Administration costs in local currencies
 
•   Capital expenditures in local currencies
 
•   Interest earned on cash
 
•   Interest payments on variable-rate debt
 
•   Fair value of fixed-rate debt

Impacted by

•   Prices of oil and propane
 
•   Currency exchange rates - US dollar versus A$ and C$
 
•   Currency exchange rates - US dollar versus A$ and C$
 
•   Currency exchange rates - US dollar versus A$ , C$ and
 
•   US dollar interest rates
 
•   US dollar interest rates
 
•   US dollar interest rates



Under our risk management policy we seek to mitigate the impact of these market risks to control costs and enable us to plan our business with greater certainty. The timeframe and manner in which we manage these risks varies for each item based upon our assessment of the risk and available alternatives for mitigating risk. For these particular risks, we believe that derivatives are an effective means of managing risk.

The primary objective of the hedging elements of our derivative positions is that changes in the values of hedged items are offset by changes in the values of derivatives. Most of the derivatives we use meet the AcG-13 hedge effectiveness criteria and are designated in a hedge accounting relationship. Some of the derivative positions are effective in achieving our risk management objectives but they do not meet the strict AcG-13 hedge effectiveness criteria, and they are classified as “non-hedge derivatives”.

Our use of derivatives is based on established practices and parameters, which are subject to the oversight of the Finance Committee of the Board of Directors. A Compliance Function independent of the Corporate Treasury Group monitors derivative transactions and has responsibility for recording and accounting for derivatives.

Accounting policy for derivatives

The scope of derivative financial instruments includes our interest rate contracts, currency contracts, gold lease rate swaps, commodity options and fuel contracts. Our gold and silver sales contracts are not included in the scope of these pronouncements because the contracts are expected to be settled through physical delivery of gold and silver.

On the date we enter into a derivative that is accounted for under AcG-13, we designate it as either a hedging instrument or a non-hedge derivative. A hedging instrument is designated in either:

Ø   a fair value hedge relationship with a recognized asset or liability; or
 
Ø   a cash flow hedge relationship with either a forecasted transaction or the variable future cash flows arising from a recognized asset or liability.

At the inception of a hedge, we formally document all relationships between hedging instruments and hedged items, including the related risk-management strategy. This documentation includes linking all hedging instruments to either specific assets and liabilities, specific forecasted transactions or variable future cash flows. It also includes the method of assessing retrospective and prospective hedge effectiveness. In cases where we use regression analysis to assess prospective effectiveness, we consider regression outputs for the coefficient of determination (R-squared), the slope coefficient and the t-statistic to assess whether a hedge is expected to be highly effective. Each period, using a dollar offset approach, we retrospectively assess whether hedging instruments have been highly effective in offsetting changes in the fair value of hedged items and we measure the amount of any hedge ineffectiveness. We also assess each period whether hedging instruments are expected to be highly effective in the future. If a hedging instrument is not expected to be highly effective, we stop hedge accounting prospectively. We also stop hedge accounting prospectively if:

Ø   a derivative is settled;
 
Ø   it is no longer highly probable that a forecasted transaction will occur; or
 
Ø   we de-designate a hedging relationship.

If we conclude that it is probable that a forecasted transaction will not occur in the originally specified time frame, or within a further two-month period, accumulated unrecorded gains and losses are immediately recorded in earnings. In all situations when hedge accounting stops, a derivative is classified as a non-hedge derivative prospectively. Cash flows from derivative transactions are included under operating activities, except for derivatives designated as a cash flow hedge of forecasted

         
BARRICK YEAR-END 2004   58   NOTES TO FINANCIAL STATEMENTS

 


 

capital expenditures, which are included under investing activities.

Changes in the fair value of derivatives each period are recorded as follows:

Ø   Fair value hedges: we record in earnings the net interest income/expense accrued on an interest rate derivative as an adjustment to the yield of the item being hedged over the term of the derivative.

Ø   Cash flow hedges: recorded in earnings at the same time as earnings are affected by the hedged item, except for any hedge ineffectiveness which is recorded in earnings immediately.

Ø   Non-hedge derivatives: recorded in earnings.

                                                                 
Summary of derivatives at Dec.31, 20041  
                                    Accounting Classification by        
    Notional Amount by Term to Maturity     Notional Amount          
                                    Cash                      
    Within 1     2 to 5     Over 5             flow     Fair value     Non-          
    year     years     years     Total     hedge     hedge     Hedge     Fair value  
             
US dollar Interest rate contracts
                                                               
Receive-fixed swaps (millions)
  $ 75     $ 725     $     $ 800     $ 300     $ 500     $     $ (5 )
Pay-fixed swaps (millions)
          150       125       275       150             125       (24 )
             
Net notional position
  $ 75     $ 575     $ (125 )   $ 525     $ 150     $ 500     $ (125 )   $ (29 )
             
Currency contracts
                                                               
C$:US$ contracts (C$ millions)
C $ 350   C $ 600   C $   C $ 950   C $ 935   C $   C $ 15     $ 99  
A$:US$ contracts (A$ millions)
A $ 844   A $ 1,291   A $   A $ 2,135   A $ 2,125   A $   A $ 10     $ 198  
: US$ contracts ( millions)
    26             26     26             $ 1  
             
Commodity contracts
                                                               
Fuel (WTI) (thousands of barrels)
    738       1,618             2,356       1,946             410     $ 7  
Propane contracts (millions of gallons)
    11       18             29       29                 $ (3 )
 


1   Excludes normal sales contracts.

US dollar interest rate contracts

Cash flow hedges - cash balances

Receive-fixed swaps have been designated against the first $300 million of our cash balances as a hedge of the variability of forecasted interest receipts on the balances caused by changes in Libor.

Prior to December 2004, prospective and retrospective hedge effectiveness was assessed using a hypothetical derivative method under AcG-13. The prospective test involves comparing the effect of a theoretical shift in the forward interest rate curve on the fair value of both the actual and hypothetical derivative. The retrospective test involves comparing the effect of actual changes in interest rates in each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. In December 2004, we de- designated these swaps and immediately re- designated them in a new hedging relationship in order to adopt a new method of assessing prospective and retrospective effectiveness. At the time of the re-designation these swaps had a fair value near zero. From December 2004 onwards, under the new method, prospective and retrospective hedge effectiveness is assessed using a change in variable cash flows method. This involves a comparison of the floating-rate leg of the swap to the variable-rate cash flows from interest receipts on cash.

As interest is received and recorded in earnings, an amount equal to the difference between the fixed- rate interest earned on the swaps and the variable- rate interest earned on cash is recorded in earnings as a component of interest income.

Cash flow hedges - Bulyanhulu financing

Pay-fixed swaps totaling $150 million have been designated against the Bulyanhulu financing, as a hedge of the variability in forecasted interest payments caused by changes in Libor. We have concluded that the hedges are 100% effective under AcG-13, because the conditions of AcG-13 for the assumption of no hedge ineffectiveness have been met. As interest payments on the financing are recorded in earnings, an amount equal to the difference between the fixed-rate interest paid on

         
BARRICK YEAR-END 2004   59   NOTES TO FINANCIAL STATEMENTS

 


 

the swap and the variable-rate interest paid on the financing is recorded in earnings as a component of interest costs.

Fair value hedges

Receive-fixed swaps totaling $500 million have been designated against the 7 1/2% debentures as a hedge of the variability in the fair value of the debentures caused by changes in Libor. We have concluded that the hedges are 100% effective under AcG 13, because the critical terms (including: notional amount, maturity date, interest payment and underlying interest rate - i.e. Libor) of the swaps and the debentures are the same. As interest payments on the debentures are recorded in earnings, an amount equal to the difference between the fixed- rate interest received under the swap less the variable-rate interest paid under the swap is recorded in earnings as a component of interest costs.

Non-hedge contracts

We use gold lease rate swaps as described in note 4. The valuation of gold lease rate swaps is impacted by market US dollar interest rates. Our non-hedge pay- fixed swap position mitigates the impact of changes in US dollar interest rates on the valuation of gold lease rate swaps.

Currency contracts

Cash flow hedges

Currency contracts totaling C$935 million, A$2,125 million and 26 million have been designated against forecasted local currency denominated expenditures as a hedge of the variability of the US dollar amount of those expenditures caused by changes in currency exchange rates. Hedged items are identified as the first stated quantity of dollars of forecasted expenditures in a future month. For a C$730 million and A$1,671 million portion of the contracts, we have concluded that the hedges are 100% effective under AcG-13 because the critical terms (including: notional amount and maturity date) of the hedged items and currency contracts are the same. For 26 million, and the remaining C$205 million and A$454 million portions, prospective and retrospective hedge effectiveness is assessed using a hypothetical derivative method under AcG-13. The prospective test involves comparing the effect of a theoretical shift in forward exchange rates on the fair value of both the actual and hypothetical derivative. The retrospective test involves comparing the effect of historic changes in exchange rates each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. We record hedge gains and losses in earnings at the same time as when the hedged item impacts earnings. For expenditures capitalized to the cost of inventory, this is upon sale of inventory, and for capital expenditures, this is when amortization of the capital assets is recorded in earnings.

If it is probable that a hedged item will no longer occur, the accumulated gains or losses for the associated currency contract are recorded in to earnings immediately. The identification of which currency contracts are associated with these hedged items uses a last-in, first-out (“LIFO”) approach, based on the order in which currency contracts were originally designated in a hedging relationship.

Commodity contracts

Cash flow hedges

Commodity contracts totaling 1,946 thousand barrels of diesel fuel and 29 million gallons of propane have been designated against forecasted purchases of the commodities for expected consumption at our mining operations. The contracts act as a hedge of the impact of variability in market prices on the cost of future commodity purchases. Hedged items are identified as the first stated quantity in millions of barrels/gallons of forecasted purchases in a future month. Prospective and retrospective hedge effectiveness is assessed using a hypothetical derivative method under AcG-13. The prospective test is based on regression analysis of the month-on-month change in fair value of both the actual derivative and a hypothetical derivative caused by actual historic changes in commodity prices over the last three years. The retrospective test involves comparing the effect of historic changes in commodity prices each period on the fair value of both the actual and hypothetical derivative using a dollar offset approach. We record hedge gains and losses in earnings at the same time as when the forecasted transaction impacts earnings. The cost of commodity consumption is capitalized to the cost of inventory, and therefore this is upon the sale of inventory.

If it is probable that a hedged item will no longer occur, the accumulated gains or losses in OCI for the associated commodity contract are recorded in earnings immediately. The identification of which commodity contracts are associated with these hedged items uses a LIFO approach, based on the order in which commodity contracts were originally designated in a hedging relationship.

         
BARRICK YEAR-END 2004   60   NOTES TO FINANCIAL STATEMENTS

 


 

Non-hedge contracts

Non-hedge fuel contracts are used to mitigate the risk of oil price changes on consumption at the Pierina, Eskay Creek and Lagunas Norte mines. On completion of regression analysis, we concluded that the contracts do not meet the “highly effective” criterion in AcG-13 due to currency and basis differences between contract prices and the prices charged to the mines by oil suppliers. Despite not qualifying as an accounting hedge, the contracts protect the Company to a significant extent from the effects of oil price changes.

Non-hedge derivative gains (losses)1

                         
 
For the years ended Dec.31   2004     2003     2002  
 
Non-hedge derivatives
                       
Commodity contracts
  $ (9 )   $ 3     $ (2 )
Currency contracts
    (4 )     17       8  
Interest rate contracts
    16       32       (12 )
 
 
    3       52       (6 )
 
                       
Hedge ineffectiveness
                       
Ongoing hedge inefficiency
          1        
Due to changes in timing of hedged items
    2       18        
 
 
  $ 5     $ 71     $ (6 )
 


1   Non-hedge derivative gains (losses) are classified as a component of other expense.

D Fair Value of Financial Instruments

Fair value is the value at which a financial instrument could be closed out or sold in a transaction with a willing and knowledgeable counterparty over a period of time consistent with our risk management or investment strategy. Fair value is based on quoted market prices, where available. If market quotes are not available, fair value is based on internally developed models that use market-based or independent information as inputs. These models could produce a fair value that may not be reflective of future fair value.

Fair value information

                                 
 
At Dec.31   2004     2003  
            Estimate              
    Carrying     d fair     Carrying     Estimated  
    amount     value     amount     fair value  
 
Financial assets
                               
Cash and equivalents1
  $ 1,398     $ 1,398     $ 970     $ 970  
Accounts receivable1
    58       58       56       56  
Investments2
    124       134       92       130  
Derivative assets3
    79       422       74       410  
 
 
  $ 1,659     $ 2,012     $ 1,192     $ 1,566  
 
Financial liabilities
                               
Accounts payable1
  $ 335     $ 335     $ 245     $ 245  
Long-term debt4
    1,691       1,731       759       841  
Derivative liabilities3
    16       63       31       73  
Restricted stock units5
    6       6       10       10  
Exchangeable shares5
    11       11       13       13  
 
 
  $ 2,059     $ 2,146     $ 1,058     $ 1,182  
 


1   Recorded at cost. Fair value approximates the carrying amounts due to the short-term nature and generally negligible credit losses.
 
2   Recorded at fair value. Quoted market prices, when available, are used to determine fair value. If quoted market prices are not available, then fair values are estimated by using quoted prices of instruments with similar characteristics or discounted cash flows.
 
3   Fair value is estimated using liquid market pricing based on exchange traded prices, broker-dealer quotations or related input factors which assume all counterparties have the same credit rating.
 
4   Long-term debt is generally recorded at cost except for obligations that are designated in a fair value hedge relationship, which are recorded at fair value in periods where a hedge relationship exists. The fair value of long-term debt is based on current market interest rates, adjusted for our credit quality.
 
5   Recorded at fair value based on the period end market stock price.

E Credit risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. For cash and equivalents and accounts receivable, credit risk represents the carrying amount on the balance sheet.

For derivatives, when the fair value is positive, this creates credit risk. When the fair value of a derivative is negative, we assume no credit risk. In cases where we have a legally enforceable master netting agreement with a counterparty, credit risk exposure represents the net amount of the positive and negative fair values for similar types of derivatives. For a net negative amount, we regard credit risk as being zero. A net positive amount for a counterparty is a reasonable measure of credit risk when there is a legally enforceable master netting agreement. We mitigate credit risk by:

Ø   entering into derivatives with high credit-quality counterparties;
 
Ø   limiting the amount of exposure to each counterparty; and
 
Ø   monitoring the financial condition of counterparties.

         
BARRICK YEAR-END 2004   61   NOTES TO FINANCIAL STATEMENTS

 


 

Credit quality of financial assets

                                 
       
At Dec.31, 2004   S&P Credit rating  
    AA– or     A– or              
    higher     higher     B to BBB     Total  
       
Cash and equivalents
  $ 744     $ 654     $     $ 1,398  
Derivatives 1
    303       71             374  
Accounts receivable
                58       58  
 
 
  $ 1,047     $ 725     $ 58     $ 1,830  
 
Number of counterparties 2
    14       5                
 
Largest counterparty (%)
    31.5       35.1                
 

Concentrations of credit risk

                                 
 
    United             Other        
At Dec.31, 2004   States     Canada     International     Total  
 
Cash and equivalents
  $ 1,172     $ 69     $ 157     $ 1,398  
Derivatives 1
    145       193       36       374  
Accounts receivable
    7       22       29       58  
 
 
  $ 1,324     $ 284     $ 222     $ 1,830  
 


1   The amounts presented reflect the net credit exposure after considering the effect of master netting agreements.
 
2   For cash and equivalents and derivatives combined.

F      Risks relating to the use of derivatives

By using derivatives, in addition to credit risk, we are affected by market risk and market liquidity risk. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in commodity prices, interest rates, gold lease rates, or currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this risk by establishing trading agreements with counterparties under which we are not required to post any collateral or make any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative.

Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We generally mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

18 > OTHER LONG-TERM OBLIGATIONS

                 
 
At Dec.31   2004     2003  
 
Asset retirement obligations
  $ 342     $ 289  
Exchangeable shares
    11       13  
Pension benefits (note 22)
    42       41  
Post- retirement benefits (note 22)
    26       26  
Derivative liabilities (note 17C)
    16       31  
Restricted stock units (note 21B)
    6       10  
Other
    28       24  
 
 
  $ 471     $ 434  
 

A     Asset retirement obligations

                 
 
    2004     2003  
 
At Jan.1
  $ 341     $ 258  
Change in accounting policy
          104  
AROs incurred in the period
    14       -  
Impact of revisions to expected cash flows
               
Adjustments to carrying amount of assets
    18       -  
Charged to earnings
    22       -  
Settlements
               
Cash payments
    (34 )     (36 )
Settlement gains
    (5 )     (4 )
Accretion
    19       19  
 
At Dec.31
    375       341  
Current part
    (33 )     (52 )
 
 
  $ 342     $ 289  
 

In 2004 we adopted CICA 3110 and changed our accounting policy for reclamation and closure costs. Previously we accrued estimated reclamation and closure costs over the life of our mines using the units-of-production method based on the estimated recoverable ounces of gold in proven and probable reserves.

AROs arise from the acquisition, development, construction and normal operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. Under CICA 3110 we record the fair value of an ARO when it is incurred. At operating mines the effect is recorded as an adjustment to the corresponding asset carrying amount. At closed mines, the adjustment is charged directly to earnings. The fair value of AROs are measured by discounting the expected cash flows using a discount factor that reflects the risk–free rate of interest. We prepare estimates of timing and amount of expected cash flows when an ARO is incurred, which are updated to reflect changes in facts and circumstances, or if we are required to submit updated mine closure plans to regulatory authorities. The principal factors that can cause

         
BARRICK YEAR-END 2004   62   NOTES TO FINANCIAL STATEMENTS

 


 

expected cash flows to change are: the construction of new processing facilities; changes in the quantities of material in reserves and a corresponding change in the life of mine plan; changing ore characteristics can impact required environmental protection measures and related costs; changes in water quality that impact the extent of water treatment required; and changes in laws and regulations governing the protection of the environment. In general, as the end of the mine life becomes nearer, the reliability of expected cash flows increases. AROs are adjusted to reflect the passage of time (accretion) calculated by applying the discount factor implicit in the initial fair value measurement to the beginning of period carrying amount of the AROs. Accretion is recorded in earnings as an operating expense. Upon settlement of an ARO we record a gain or loss if the actual cost differs from the carrying amount of the ARO. Settlement gains are classified in other (income) expense. Other environmental remediation costs that are not AROs as defined by CICA 3110 are expensed as incurred (see note 6).

The major parts of the carrying amount of AROs at the end of 2004 relate to: tailing and heap leach pad closure/rehabilitation - $69 million; demolition of buildings/mine facilities - $29 million; ongoing water treatment - $93 million; ongoing care and maintenance - $89 million; and other activities - $87 million.

B Exchangeable Shares

In connection with a 1998 acquisition, Barrick Gold Inc. (“BGI”), issued 11.1 million BGI exchangeable shares, which are each exchangeable for 0.53 of a Barrick common share at any time at the option of the holder, and have essentially the same voting, dividend (payable in Canadian dollars), and other rights as 0.53 of a Barrick common share. BGI is a subsidiary that holds our interest in the Hemlo and Eskay Creek Mines.

At December 31, 2004, 1.4 million (2003 - 1.5 million) BGI exchangeable shares were outstanding, which are equivalent to 0.7 million Barrick common shares (2003 - 0.8 million common shares).

At any time on or after December 31, 2008, or when fewer than 1.4 million BGI exchangeable shares are outstanding, we have the right to require the exchange of each outstanding BGI exchangeable share for 0.53 of a Barrick common share. While there are exchangeable shares outstanding, we are required to present summary consolidated financial information relating to BGI.

Summarized financial information for BGI

                         
 
For the years ended Dec.31   2004     2003     2002  
 
Total revenues and other income
  $ 216     $ 226     $ 201  
Less: costs and expenses
    318       242       187  
 
Income (loss) before taxes
  $ (102 )   $ (16 )   $ 14  
 
Net loss
  $ (74 )   $ (38 )   $ 1  
 
                 
 
At Dec.31   2004     2003  
 
Assets
               
Current assets
  $ 67     $ 81  
Non-current assets
    249       401  
 
 
  $ 316     $ 482  
 
Liabilities and shareholders’ equity
               
Other current liabilities
    24       20  
Intercompany notes payable
    395       545  
Other long-term liabilities
    36       9  
Future income taxes
    42       87  
Shareholders’ equity
    (181 )     (179 )
 
 
  $ 316     $ 482  
 

19 > FUTURE INCOME TAXES

Recognition and measurement

We record future income tax assets and liabilities where temporary differences exist between the carrying amounts of assets and liabilities in our balance sheet and their tax bases. The measurement and recognition of future income tax assets and liabilities takes into account: enacted rates that will apply when temporary differences reverse; interpretations of relevant tax legislation; tax planning strategies; estimates of the tax bases of assets and liabilities; and the deductibility of expenditures for income tax purposes. We recognize the effect of changes in our assessment of these estimates and factors when they occur.

Future income taxes have not been provided on the undistributed earnings of foreign subsidiaries, which are considered to be reinvested indefinitely outside Canada. The determination of the unrecorded future income tax liability is not considered practicable.

         
BARRICK YEAR-END 2004   63   NOTES TO FINANCIAL STATEMENTS

 


 

Sources of future income tax assets and liabilities

                 
 
At Dec.31   2004     20031  
 
Future tax assets
               
Tax loss carry forwards
  $ 295     $ 388  
Capital tax loss carry forwards
    48       52  
Alternative minimum tax (“AMT”) credits
    121       120  
Foreign tax credits
    3       3  
Asset retirement obligations
    109       95  
Property, plant and equipment
    89       142  
Post-retirement benefit obligations
    18       21  
Other
    15       46  
 
Gross future tax assets
    698       867  
Valuation allowances
    (392 )     (389 )
 
Net future tax assets
    306       478  
Future tax liabilities
               
Property, plant and equipment
    (411 )     (854 )
 
 
  $ (105 )   $ (376 )
 
Classification:
               
Non-current liabilities
  $ (105 )   $ (376 )
 


1   2003 future tax asset balances for property, plant and equipment and other have been restated with a corresponding restatement of Valuation allowances.

Expiry dates of tax losses and AMT credits

                                                         
 
                                            No        
                                            expiry        
    ‘05     ‘06     ‘07     ‘08     ‘09+     date     Total  
 
Tax losses 1
                                                       
Chile
  $     $     $     $     $     $ 670     $ 670  
Tanzania
                                  152       152  
U.S.
                            224             224  
Other
    28       23       6       14       109       24       204  
 
 
  $ 28     $ 23     $ 6     $ 14     $ 333     $ 846       1,250  
 
AMT credits 2
                                $ 121     $ 121  
 


1   Represents the gross amount of tax loss carry forwards translated at closing exchange rates at December 31, 2004.
 
2   Represents the amounts deductible against future taxes payable in years when taxes payable exceeds “minimum tax” as defined by United States tax legislation.

Valuation allowances

We consider the need to record a valuation allowance against future tax assets on a country-by-country basis, taking into account the effects of local tax law. A valuation allowance is not recorded when we conclude that sufficient positive evidence exists to demonstrate that it is more likely than not that a future tax asset will be realized. The main factors considered are:

Ø   historic and expected future levels of future taxable income;
 
Ø   opportunities to implement tax plans that affect whether tax assets can be realized; and
 
Ø   the nature, amount and expected timing of reversal of taxable temporary differences.

Levels of future taxable income are mainly affected by: market gold and silver prices; forecasted future costs and expenses to produce gold reserves; quantities of proven and probable gold reserves; market interest rates and foreign currency exchange rates. If these factors or other circumstances change, we record an adjustment to the valuation allowances to reflect our latest assessment of the amount of future tax assets that will more likely than not be realized.

A valuation allowance of $146 million has been set up against certain future tax assets in the United States. A majority of this valuation allowance relates to AMT credits which have an unlimited carry forward period. Increasing levels of future taxable income due to gold selling prices and other factors and circumstances may result in an adjustment to this valuation allowance.

20 > CAPITAL STOCK

A Common shares

Our authorized capital stock includes an unlimited number of common shares (issued 533,575,185 shares); 9,764,929 First preferred shares, Series A (issued nil); 9,047,619 Series B (issued nil); 1 Series C special voting share (issued 1); and 14,726,854 Second preferred shares Series A (issued nil).

During 2004, we repurchased 4.47 million common shares (2003: 8.75 million) for $95 million (2003: $154 million), at an average cost of $21.20 per share (2003: $17.56). This resulted in a reduction of common share capital by $42 million (2003: $81 million) and a $53 million charge (being the difference between the repurchase cost and the average historic book value of shares repurchased) to retained earnings (2003: $73 million).

In 2004, we declared and paid dividends in US dollars totaling $0.22 per share (2003 - $0.22 per share, 2002 - $0.22 per share).

         
BARRICK YEAR-END 2004   64   NOTES TO FINANCIAL STATEMENTS

 


 

21 > STOCK-BASED COMPENSATION
A Stock options
Employee stock option activity (number of shares in millions)
2

                                                 
   
    2004     2003     2002  
            Average             Average             Average  
    Shares     price     Shares     price     Shares     price  
 
C$ options
                                               
At Jan.1
    22               19               19          
Granted
    1     $ 28       5     $ 29       6     $ 25  
Exercised1
    (2 )   $ 25       (1 )   $ 24       (4 )   $ 25  
Cancelled/expired
    (2 )   $ 28       (1 )   $ 28       (2 )   $ 34  
 
At Dec.31
    19               22               19          
 
US$ options
                                               
At Jan.1
    2               3               6          
Granted
    5     $ 24                          
Exercised1
    (1 )   $ 15       (1 )   $ 13       (2 )   $ 12  
Cancelled/expired
                            (1 )   $ 25  
 
At Dec.31
    6               2               3          
 


1   The exercise price of the options is the closing share price on the day before the grant date. They vest evenly over four years, beginning in the year after granting, and are exercisable over 7-10 years. At December 31, 2004, 13 million (2003 – 1 million, 2002 – 5 million) common shares, in addition to those currently outstanding, were available for granting options.
 
2   We are also obliged to issue about 0.3 million common shares (2003 – 0.5 million common shares) in connection with outstanding stock options assumed as part of a business combination in 1999. These options have an average exercise price of C$20 (2003 – C$20) and an average remaining term of one year.

Stock options outstanding (number of shares in millions)

                                         
   
    Outstanding        
Range of                   Average     Exercisable  
exercise           Average     life             Average  
prices   Shares     price     (years)     Shares     price  
     
C$ options
                                       
$22 - $31
    17     $ 27       7       10     $ 26  
$32 - $43
    2     $ 39       2       2     $ 39  
     
 
    19               6       12          
     
US$ options
                                       
$9 - $18
    1     $ 12       5              
$22 - $37
    5     $ 24       6       1     $ 30  
     
 
    6               6       1          
     

Option information

                         
   
For the years ended Dec.31                  
(per share and option amounts                  
in dollars)   2004     2003     2002  
 
Fair value per option
  $ 6.87     $ 8.50     $ 6.40  
Valuation assumptions:
                       
Expected term (years)
    5       6       6  
Volatility
    30 %     40 %     40 %
Dividend yield
    1.0 %     1.0 %     1.4 %
Risk-free interest rate
    3.8 %     4.5 %     5.0 %
 
Compensation cost recorded in income and credited to contributed surplus
  $ 21     $ 12     $ 2  
Amounts credited to capital stock on exercise of stock options
  $ 3     $ 1     $ 2  
 

B Restricted Stock Units (RSUs) and Deferred Share Units (DSUs)

Under our RSU Plan, selected employees are granted RSUs, where each RSU has a value equal to one Barrick common share. RSUs vest and will be settled on the third anniversary of the grant date.

Additional RSUs are credited to reflect dividends paid on Barrick common shares. RSUs are recorded at fair value on the grant date, with a corresponding amount recorded as deferred compensation that is amortized on a straight-line basis over the vesting period. Changes in the fair value of the RSUs are recorded, with a corresponding adjustment to deferred compensation. Compensation expense for

      

BARRICK YEAR–END 2004   65   NOTES TO FINANCIAL STATEMENTS

 


 

2004 was $4 million (2003 – $4 million). At December 31, 2004, the weighted average remaining contractual life of RSUs was 2.0 years.

Under our DSU plan, Directors receive 50% of their basic annual retainer in the form of DSUs, with the option to elect to receive 100% of such retainer in DSUs. Each DSU has the same value as one Barrick common share. DSUs must be retained until the Director leaves the Board, at which time the cash value of the DSUs will be paid out. Additional DSUs are credited to reflect dividends paid on Barrick common shares. DSUs are recorded at fair value on the grant date and are adjusted for changes in fair value. Director’s fee expense for DSUs for 2004 was $0.6 million (2003: $0.2 million).

DSU and RSU activity

                                 
   
    DSUs     Fair value     RSUs     Fair value  
    (in     per unit     (in     per unit  
    thousands)     (in dollars)     thousands)     (in dollars)  
 
At Dec.31, 2001
        $       515     $ 16  
Canceled
                  (30 )     20  
Dividends
                4       17  
 
At Dec.31, 2002
        $       489     $ 15  
Canceled
                (171 )     17  
Granted
    8       21       130       22  
Dividends
                4       20  
 
At Dec.31, 2003
    8     $ 23       452     $ 23  
Canceled
                (58 )     23  
Settled
                (293 )     25  
Granted
    23       22       131       24  
Dividends
                  3       20  
 
At Dec.31, 2004
    31     $ 24       235     $ 24  
 

22 > POST-RETIREMENT BENEFITS

A Defined contribution pension plans

Certain employees take part in defined contribution employee benefit plans. We also have a retirement plan for certain officers of the Company, under which we contribute 15% of the officer’s annual salary and bonus. Our share of contributions to these plans, which is expensed in the year it is earned by the employee, was $19 million in 2004, $16 million in 2003 and $13 million in 2002.

B Defined benefit pension plans

We have one qualified defined benefit pension plan that covers certain of our United States employees and provides benefits based on employees’ years of service. Our policy is to fund the amounts necessary on an actuarial basis to provide enough assets to meet the benefits payable to plan members under the Employee Retirement Income Security Act of 1974. Independent trustees administer assets of the plans, which are invested mainly in fixed-income and equity securities. On December 31, 2004, the qualified defined benefit plan was amended to freeze benefit accruals for all employees, resulting in a curtailment gain of $2 million.

As well as the qualified plan, we have nonqualified defined benefit pension plans covering certain employees and former directors of the Company. An irrevocable trust (“rabbi trust”) was set up to fund these plans. The fair value of assets held in this trust was $31 million in 2004 (2003 — $32 million), and is recorded in our consolidated balance sheet under Investments.

Actuarial gains and losses arise when the actual return on plan assets differs from the expected return on plan assets for a period, or when the expected and actuarial accrued benefit obligations differ at the end of the year. We amortize actuarial gains and losses over the average remaining life expectancy of plan participants, in excess of a 10% corridor.

Pension expense

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Return on plan assets
  $ (11 )   $ (11 )   $ (17 )
Service cost
                3  
Interest cost
    12       14       16  
Actuarial gains (losses)
    1             (1 )
Gain (loss) on curtailment/settlement
    (2 )     1       1  
 
 
  $     $ 4     $ 2  
 

C Pension plan information

Fair value of plan assets

                 
   
For the years ended Dec.31   2004     2003  
 
Balance at Jan.1
  $ 166     $ 170  
Actual return on plan assets
    14       19  
Company contributions
    6       8  
Benefits paid
    (16 )     (31 )
 
Balance at Dec.31
  $ 170     $ 166  
 
                                 
   
At Dec.31   2004     2003  
    Target     Actual     Actual     Actual  
 
Composition of plan assets:
                               
Equity securities
    50 %     46 %   $ 78     $ 66  
Debt securities
    50 %     54 %     92       100  
 
 
    100 %     100 %   $ 170     $ 166  
 

      

BARRICK YEAR-END 2004   66   NOTES TO FINANCIAL STATEMENTS

 


 

Projected benefit obligation (PBO)

                 
   
For the years ended Dec. 31   2004     2003  
 
Balance at Jan.1
  $ 221     $ 227  
Interest cost
    12       14  
Actuarial losses
    3       11  
Benefits paid
    (16 )     (31 )
Curtailments/settlements
    (2 )      
 
Balance at Dec.31
  $ 218     $ 221  
 
Funded status1
  $ (48 )   $ (55 )
Unrecognized actuarial losses
    11       11  
 
Net benefit liability recorded
  $ (37 )   $ (44 )
 
ABO2,3
  $ 217     $ 217  
 


1   Represents the fair value of plan assets less projected benefit obligations. Plan assets exclude investments held in a rabbi trust that are recorded separately on our balance sheet under Investments (fair value $31 million at December 31, 2004). In the year ending December 31, 2005, we do not expect to make any further contributions.
 
2   For 2004 we used a measurement date of December 31, 2004 to calculate accumulated benefit obligations.
 
3   Represents the ABO for all plans. The ABO for plans where the PBO exceeds the fair value of plan assets was $49 million (2003: $217 million).

Investment strategy

We employ a total return investment approach, whereby a mix of equities and fixed-income investments is used to maximize the long-term return of plan assets. Risk is diversified through a blend of equity and fixed-income investments, and also across geography and market capitalization in US large cap stocks, US small cap stocks, and international securities. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

Rate of return on plan assets

In estimating the long-term rate of return for plan assets, historical markets are studied and long-term historical returns on equities and fixed-income investments reflect the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are finalized.

Expected future benefit payments

         
   
For the years ending Dec.31        
 
2005
  $ 16  
2006
    15  
2007
    16  
2008
    16  
2009
    16  
2010 – 2014
  $ 89  
 

Total recorded benefit liability

                 
   
At Dec.31   2004     2003  
 
Current
  $     $ 3  
Non-current
    37       41  
 
Benefit plan liability
  $ 37     $ 44  
 

D Actuarial assumptions

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Discount rate1
                       
Benefit obligation
    5.50 %     6.25 %     6.50 %
Pension cost
    6.25 %     6.50 %     6.75 %
Return on plan assets1
    7.00 %     7.00 %     8.50 %
Wage increases
    5.00 %     5.00 %     5.00 %
 


1   Effect of a one-percent change: Discount rate: $22 million change in ABO and change in pension cost; Return on plan assets: $2 million change in pension cost.

E Other post-retirement benefits

We provide post-retirement medical, dental, and life insurance benefits to certain employees. We use the corridor approach in the accounting for post-retirement benefits. Actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions are deferred and amortized over the average remaining life expectancy of participants when the net gains or losses exceed 10% of the accumulated post-retirement benefit obligation. In 2004, we recorded a benefit expense of $2 million (2003 – $nil, 2002 – $nil).

Other post-retirement benefits expense

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Interest cost
  $ 2     $ 1     $ 2  
Prior service cost
                (1 )
Curtailments/settlements
          (1 )     (1 )
 
 
  $ 2     $     $  
 

Fair value of plan assets

                 
   
For the years ended Dec.31   2004     2003  
 
Balance at Jan.1
  $     $  
Contributions
    2       2  
Benefits paid
    (2 )     (2 )
 
Balance at Dec. 31
  $     $  
 

      

BARRICK YEAR-END 2004   67   NOTES TO FINANCIAL STATEMENTS

 


 

Accumulated post-retirement benefit obligation (APBO)

                 
   
For the years ended Dec.31   2004     2003  
 
Balance at Jan. 1
  $ 24     $ 28  
Interest cost
    2       1  
Actuarial losses
    5       (3 )
Benefits paid
    (2 )     (2 )
 
Balance at Dec. 31
  $ 29     $ 24  
 
Funded status
    (29 )     (24 )
Unrecognized actuarial losses
    1       (4 )
 
Net benefit liability recorded
  $ (28 )   $ (28 )
 

We have assumed a health care cost trend of 10% in 2004, decreasing ratability to 5% in 2009 and thereafter. The assumed health care cost trend had a minimal effect on the amounts reported. A one percentage point change in the assumed health care cost trend rate at December 31, 2004 would have increased the post-retirement obligation by $3 million or decreased the post-retirement benefit obligation by $2 million and would have had no significant effect on the benefit expense for 2004.

Expected future benefit payments

         
   
For the years ending Dec.31        
 
2005
  $ 2  
2006
    2  
2007
    2  
2008
    2  
2009
    2  
2010 – 2014
  $ 9  
 

23 > CONTINGENCIES, LITIGATION AND CLAIMS

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency suggests that a loss is probable, and the amount can be reliably estimated, then a loss is recorded. When a contingent loss is not probable but is reasonably possible, or is probable but the amount of loss cannot be reliably estimated, then details of the contingent loss are disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case we disclose the nature of the guarantee. Legal fees incurred in connection with pending legal proceedings are expensed as incurred.

Bre-X Minerals

In 1998, we were added as a defendant in a class action lawsuit initiated against Bre-X Minerals Ltd., and certain others in the United States District Court for the Eastern District of Texas, Texarkana Division. The class action alleges, among other things, that statements made by us in connection with our efforts to secure the right to develop and operate the Busang gold deposit in East Kalimantan, Indonesia were materially false and misleading and omitted to state material facts relating to the preliminary due diligence investigation undertaken by us in late 1996.

On March 31, 2003, the Court denied all of the Plaintiffs’ motions to certify the case as a class action. The Plaintiffs have not filed an interlocutory appeal of the Court’s decision denying class certification to the Fifth Circuit Court of Appeals. On June 2, 2003, the Plaintiffs’ submitted a proposed Trial and Case Management Plan, suggesting that the Plan would cure the defects in the Plaintiffs’ motions to certify the class. The Court has taken no action with respect to the proposed Trial and Case Management Plan. The Plaintiffs’ case against the Defendants may now proceed in due course, but not on behalf of a class of Plaintiffs but only with respect to the specific claims of the Plaintiffs named in the lawsuit. Having failed to certify the case as a class action, we believe that the likelihood of any of the named Defendants succeeding against Barrick with respect to their claims for securities fraud is remote. The amount of potential loss, if any, which we may incur arising out of the Plaintiffs’ claims is not determinable.

Blanchard complaint

On January 7, 2003, we were served with a Complaint for Injunctive Relief by Blanchard and Company, Inc. (“Blanchard”), and Herbert Davies (“Davies”). The complaint, which is pending in the U.S. District Court for the Eastern District of Louisiana, also names J.P. Morgan Chase & Company (“J.P. Morgan”) as a defendant, along with an unspecified number of additional defendants to be named later. The complaint, which has been amended several times, alleges that we and bullion banks with whom we entered into spot deferred gold sales contracts have manipulated the price of gold, in violation of U.S. anti-trust laws and the Louisiana

      

BARRICK YEAR-END 2004   68   NOTES TO FINANCIAL STATEMENTS

 


 

Unfair Trade Practices and Consumer Protection Law. Blanchard and Davies both allege that they have been injured as a seller of gold due to reduced interest in gold as an investment. The complaint seeks damages and an injunction terminating certain of our trading agreements with J.P. Morgan and other bullion banks. In September 2003 the Court issued an Order granting in part and denying in part Barrick’s motions to dismiss this action. Discovery has commenced in the case and a trial date has been tentatively set for July 2005. We intend to defend the action vigorously.

McKenzie complaint

On September 21, 2004, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Louisiana against Barrick and J.P. Morgan. The plaintiffs, Dr. Gregg McKenzie and others are alleged purchasers of gold and gold derivatives. The complaint alleges violations of the U.S. anti-trust laws and also of the Commodity Exchange Act, based upon the same conduct as alleged in the Blanchard complaint. The complaint seeks damages and an injunction terminating certain of our trading agreements with J.P. Morgan. On December 17, 2004, a second and substantially identical complaint was filed in the same court against the same defendants. Barrick has not yet been served with this second complaint. Barrick intends to defend both actions vigorously.

Wagner complaint

On June 12, 2003, a complaint was filed against Barrick and several of its current or former officers in the U.S. District Court for the Southern District of New York. The complaint is on behalf of Barrick shareholders who purchased Barrick shares between February 14, 2002 and September 26, 2002. It alleges that Barrick and the individual defendants violated US securities laws by making false and misleading statements concerning Barrick’s projected operating results and earnings in 2002. The complaint seeks an unspecified amount of damages. Other parties on behalf of the same proposed class of Barrick shareholders filed several other complaints, making the same basic allegations against the same defendants. In September 2003, the cases were consolidated into a single action in the Southern District of New York. The plaintiffs filed a Consolidated and/or Amended Complaint on November 5, 2003. On January 14, 2004 Barrick filed a motion to dismiss the complaint. On September 29, 2004, the Court issued an order granting in part and denying in part Barrick’s motion to dismiss the action. The Court granted the plaintiffs leave to file a Second Amended Complaint, which was filed on October 20, 2004. The plaintiffs filed a Third Amended Complaint on January 6, 2005. We intend to defend the action vigorously.

Wilcox complaint

On September 8, 2004, two of our U.S. subsidiaries, Homestake Mining Company of California (“Homestake California”) and Homestake Mining Company (“Homestake”) were served with a First Amended Complaint by persons alleging to be current or former residents of a rural area near the former Grants Uranium Mill. The Complaint, which was filed in the U.S. District Court for the District of New Mexico, identifies 26 plaintiffs. Homestake and Homestake California, along with an unspecified number of unidentified defendants, are named as defendants. The plaintiffs allege that they have suffered a variety of physical, emotional and financial injuries as a result of exposure to radioactive and other hazardous substances. The Complaint seeks an unspecified amount of damages. A motion to dismiss the claim was filed with the Court, but the Court has not yet ruled on the motion. We intend to defend the action vigorously.

24 > JOINT VENTURES

Our major interests in joint ventures are a 50% interest in the Kalgoorlie Mine in Australia; a 50% interest in the Round Mountain Mine in the United States; and a 50% interest in the Hemlo Mine in Canada.

SUMMARY FINANCIAL INFORMATION (100%)
Income statement and cash flow information

                         
   
For the years ended Dec.31   2004     2003     2002  
 
Revenues
  $ 889     $ 770     $ 647  
Costs and expenses
    663       641       577  
 
Net income
  $ 226     $ 129     $ 70  
 
Operating activities1
  $ 295     $ 125     $ 175  
Investing activities1
  $ (46 )   $ (60 )   $ (54 )
Financing activities1
  $     $     $  
 


1   Net cash inflow (outflow).

Balance sheet information

                 
   
At December 31   2004     2003  
 
Assets
               
Inventories
  $ 108     $ 104  
Property, plant and equipment
    605       633  
Goodwill
    278       351  
Other assets
    93       64  
 
 
  $ 1,084     $ 1,152  
 
Liabilities
               
Current liabilities
  $ 87     $ 77  
Long-term obligations
    109       103  
 
 
  $ 196     $ 180  
 

      

BARRICK YEAR-END 2004   69   NOTES TO FINANCIAL STATEMENTS

 


 

(BARRICK LOGO)

 

EX-4 5 t16074exv4.htm EX-4 exv4
 

(PRICEWATERHOUSECOOPERS LETTERHEAD)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation in the Registration Statements on Form F-3 (File No. 333-14148) and on Form F-9 (File Nos. 333-120133 and 333-106592) of Barrick Gold Corporation and the Registration Statements of Form F-9 of Barrick Gold Finance Company (File No. 333-120133-01) and Barrick Gold Inc. (File Nos. 333-120133-02 and 333-106592-01) of our report dated March 15, 2005 relating to the consolidated financial statements, which appear in the Annual Report to Shareholders, which is contained in Exhibit 1 to this Form 6-K.

 
“PricewaterhouseCoopers LLP”
Toronto, Ontario
March 24, 2005

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

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