6-K

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 2009 Commission File Number: 1-9059

BARRICK GOLD CORPORATION

(Name of Registrant)

Brookfield Place, TD 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 þ

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): o

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): o

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 þ

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

Barrick Gold Corporation’s (“Barrick”) management’s discussion and analysis for the financial year ended December 31, 2008 (the “2008 MD&A”) included as Exhibit 99.2 to this Form 6-K and the summary mineral reserves and mineral resources information included as Exhibit 99.3 to this Form 6-K supersede the management’s discussion and analysis included on pages 7 to 53 in Exhibit 99.1 to Barrick’s Form 6-K furnished to the Commission on February 23, 2008 and the summary mineral reserves and mineral resources information included in pages 110 to 115 of Barrick’s Form 6-K furnished to the Commission on February 23, 2008, respectively.

INCORPORATION BY REFERENCE

The annual audited consolidated financial statements of Barrick for the year ended December 31, 2008, including consolidated balance sheets as at December 31, 2008 and December 31, 2007 and the consolidated statements of income, cash flows, shareholders’ equity and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2008 and related notes, together with the auditors’ report thereon (the “2008 Audited Financial Statements”), the 2008 MD&A and the summary mineral reserves and mineral resources information included as Exhibits 99.1, 99.2 and 99.3 to this Form 6-K, respectively, are incorporated by reference into the Registration Statement on Form F-9 and Form F-3 of Barrick, Barrick North America Finance LLC and Barrick Gold Financeco LLC (File Nos. 333-151327, 333-151327-02 and 333-151327-01).

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 19, 2009	By:	/s/  Sybil E. Veenman
		Name:	Sybil E. Veenman
		Title:	Senior Vice President, Assistant General Counsel and Secretary

EXHIBIT

Exhibit	Description of Exhibit
99.1	2008 Audited Financial Statements
99.2	2008 MD&A
99.3	Summary Mineral Reserves and Mineral Resources
99.4	Articles of Amalgamation of Barrick
99.5	Consent of PricewaterhouseCoopers LLP

EX-99.1

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 judgments 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.

Jamie C. Sokalsky
Executive Vice President
and Chief Financial Officer
Toronto, Canada
February 19, 2009

78     Management’s Responsibility Barrick Financial Report 2008

Management’s Report on Internal Control
Over Financial Reporting

Barrick’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

     Barrick’s management assessed the effectiveness of the company’s internal control over financial reporting as at December 31, 2008. Barrick’s Management used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of Barrick’s internal control over financial reporting. Based on Barrick management’s assessment, Barrick’s internal control over financial reporting is effective as at December 31, 2008.

     The effectiveness of the Company’s internal control over financial reporting as at December 31, 2008 has been audited by PricewaterhouseCoopers LLP, Chartered Accountants, as stated in their report which is located on pages 80–81 of Barrick’s 2008 Annual Financial Statements.

Barrick Financial Report 2008 Management’s Report on Internal Control Over Financial Reporting     79

Independent
Auditors’ Report

Independent Auditors’ Report

To the Shareholders of
Barrick Gold Corporation

We have completed integrated audits of Barrick Gold Corporation’s (the Company) 2008, 2007 and 2006 consolidated financial statements and of its internal control over financial reporting as at December 31, 2008. Our opinions, based on our audits, are presented below.

Consolidated financial statements

We have audited the accompanying consolidated balance sheets of Barrick Gold Corporation as at December 31, 2008 and December 31, 2007, and the related consolidated statements of income, cash flow, shareholders’ equity and comprehensive income for each of the years in the three year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

     We conducted our audits of the Company’s consolidated financial statements 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 about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and December 31, 2007 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2008 in accordance with accounting principles generally accepted in the United States of America.

80     Auditors’ Report Barrick Financial Report 2008

Internal control over financial reporting

We have also audited the Company’s internal control over financial reporting as at December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

     We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2008 based on criteria established in Internal Control — Integrated Framework issued by the COSO.

Chartered Accountants, Licensed Public Accountants
Toronto, Canada
February 19, 2009

Barrick Financial Report 2008 Auditors’ Report     81

Consolidated
Statements of Income

Barrick Gold Corporation
For the years ended December 31 (in millions of United States dollars, except per share data)

	2008			2007			2006
Sales (notes 4 and 5)	$	7,913		$	6,332		$	5,630
Costs and expenses
Cost of sales (notes 4 and 6)1		3,876			3,144			2,710
Amortization and accretion (notes 4 and 15)		1,033			1,054			774
Corporate administration		155			155			142
Exploration (notes 4 and 7)		216			179			171
Project development expense (note 7)		242			188			119
Other expense (note 8a)		295			205			212
Impairment charges (note 8b)		749			42			17
		6,566			4,967			4,145
Interest income		39			141			110
Interest expense (note 20b)		(21	)		(113	)		(126	)
Other income (note 8c)		291			110			97
Write-down of investments (note 8b)		(205	)		(23	)		(6	)
		104			115			75
Income from continuing operations before income taxes and other items		1,451			1,480			1,560
Income tax expense (note 9)		(590	)		(341	)		(348	)
Non-controlling interests (note 2b)		(12	)		14			1
Loss from equity investees (note 12)		(64	)		(43	)		(4	)
Income from continuing operations		785			1,110			1,209
Income from discontinued operations (note 3)		—			9			297
Net income for the year	$	785		$	1,119		$	1,506
Earnings per share data (note 10)
Income from continuing operations
Basic	$	0.90		$	1.28		$	1.44
Diluted	$	0.89		$	1.27		$	1.42
Net income
Basic	$	0.90		$	1.29		$	1.79
Diluted	$	0.89		$	1.28		$	1.77

1. Exclusive of amortization.

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

82     Financial Statements Barrick Financial Report 2008

Consolidated
Statements of Cash Flow

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

	2008			2007			2006
Operating Activities
Net income	$	785		$	1,119		$	1,506
Amortization and accretion (notes 4 and 15)		1,033			1,054			774
Impairment charges and write-down of investments (notes 8b and 12)		954			65			23
Increase in inventory		(373	)		(252	)		(193	)
Gain on sale of assets (note 8c)		(187	)		(2	)		(9	)
Income tax expense (notes 9 and 24)		590			341			348
Income taxes paid		(575	)		(585	)		(280	)
Other items (note 11a)		(21	)		(8	)		(47	)
Net cash provided by continuing operating activities		2,206			1,732			2,122
Investing Activities
Property, plant and equipment
Capital expenditures (note 4)		(1,776	)		(1,046	)		(1,087	)
Sales proceeds		185			100			8
Acquisitions (note 3)		(2,174	)		(1,122	)		(208	)
Investments (note 12)
Purchases		(18	)		(11	)		(369	)
Sales		76			625			46
Reclassification of asset-backed commercial paper		—			(66	)		—
Long-term supply contract (note 12)		(35	)		—			—
Other investing activities (note 11b)		(170	)		(42	)		17
Net cash used in continuing investing activities		(3,912	)		(1,562	)		(1,593	)
Financing Activities
Capital stock
Proceeds on exercise of stock options		74			142			74
Long-term debt (note 20b)
Proceeds		2,723			408			2,189
Repayments		(1,603	)		(1,128	)		(1,581	)
Dividends (note 25)		(349	)		(261	)		(191	)
Settlement of derivative instruments acquired with Placer Dome		—			(197	)		(1,840	)
Funding from non-controlling interests		88			—			2
Net cash provided by (used in) continuing financing activities		933			(1,036	)		(1,347	)
Cash Flows of Discontinued Operations (note 3)
Operating activities		—			21			29
Investing activities		—			—			2,788
Financing activities		—			—			11
		—			21			2,828
Effect of exchange rate changes on cash and equivalents		3			9			(4	)
Net increase (decrease) in cash and equivalents		(770	)		(836	)		2,006
Cash and equivalents at beginning of year (note 20a)		2,207			3,043			1,037
Cash and equivalents at end of year (note 20a)	$	1,437		$	2,207		$	3,043

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

Barrick Financial Report 2008 Financial Statements     83

Consolidated
Balance Sheets

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

	2008			2007
Assets
Current assets
Cash and equivalents (note 20a)	$	1,437		$	2,207
Accounts receivable (note 14)		197			256
Inventories (note 13)		1,309			1,129
Other current assets (note 14)		1,169			707
		4,112			4,299
Non-current assets
Investments (note 12)		1,145			1,227
Property, plant and equipment (note 15)		11,547			8,585
Goodwill (note 17)		5,280			5,847
Intangible assets (note 16)		75			68
Deferred income tax assets (note 24)		869			722
Other assets (note 18)		1,133			1,203
Total assets	$	24,161		$	21,951
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	970		$	808
Short-term debt (note 20b)		206			233
Other current liabilities (note 19)		668			255
		1,844			1,296
Non-current liabilities
Long-term debt (note 20b)		4,350			3,153
Asset retirement obligations (note 22)		973			892
Deferred income tax liabilities (note 24)		754			841
Other liabilities (note 23)		781			431
Total liabilities		8,702			6,613
Non-controlling interests		182			82
Shareholders’ equity
Capital stock (note 25)		13,372			13,273
Retained earnings		2,261			1,832
Accumulated other comprehensive income (loss) (note 26)		(356	)		151
Total shareholders’ equity		15,277			15,256
Contingencies and commitments (notes 15 and 29)
Total liabilities and shareholders’ equity	$	24,161		$	21,951

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

Signed on behalf of the Board,

Aaron Regent, Director	Steven J. Shapiro, Director

84     Financial Statements Barrick Financial Report 2008

Consolidated Statements
of Shareholders’ Equity

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

	2008			2007			2006
Common shares (number in millions)
At January 1		870			864			538
Issued on exercise of stock options (note 27a)		3			6			3
Issued on acquisition of Placer Dome (note 3f)		—			—			323
At December 31		873			870			864
Common shares
At January 1	$	13,273		$	13,106		$	4,222
Issued on exercise of stock options (note 27a)		74			142			74
Issued on acquisition of Placer Dome (note 3f)		—			—			8,761
Options issued on acquisition of Placer Dome (note 3f)		—			—			22
Recognition of stock option expense (note 27a)		25			25			27
At December 31		13,372			13,273			13,106
Retained earnings (deficit)
At January 1		1,832			974			(341	)
Net income		785			1,119			1,506
Dividends (note 25a)		(349	)		(261	)		(191	)
Repurchase of preferred shares of a subsidiary		(7	)		—			—
At December 31		2,261			1,832			974
Accumulated other comprehensive income (loss) (note 26)		(356	)		151			119
Total shareholders’ equity at December 31	$	15,277		$	15,256		$	14,199

Consolidated Statements
of Comprehensive Income

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

	2008			2007		2006
Net income	$	785		$	1,119	$	1,506
Other comprehensive income (loss), net of tax (note 26)		(507	)		32		150
Comprehensive income	$	278		$	1,151	$	1,656

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

Barrick Financial Report 2008 Financial Statements     85

Notes to Consolidated
Financial Statements

Barrick Gold Corporation. Tabular dollar amounts in millions of United States dollars, unless otherwise shown. References to C$, A$, ZAR, CLP, PGK, TZS, JPY, ARS and EUR are to Canadian dollars, Australian dollars, South African rands, Chilean pesos, Papua New Guinea kina, Tanzanian schillings, Japanese yen, Argentinean pesos and Euros, respectively.

1 § Nature of Operations

Barrick Gold Corporation (“Barrick” or the “Company”) principally engages in the production and sale of gold, as well as related activities such as exploration and mine development. We also produce significant amounts of copper and hold interests in a platinum group metals development project and a nickel development project, both located in Africa, a platinum group metals project located in Russia and oil and gas properties located in Canada. Our producing mines are concentrated in four regional business units: North America, South America, Africa and Australia Pacific. We sell our gold production into the world market and we sell our copper production into the world market and to private customers.

2 § Significant Accounting Policies

a) Basis of Preparation

These consolidated financial statements have been prepared under United States generally accepted accounting principles (“US GAAP”). In 2008, we amended the income statement classification of accretion expense (note 2e). Accretion expense is classified within amortization and accretion. Prior to this date, accretion expense was classified as a component of cost of sales and other expense. To ensure com - -parability of financial information, prior year amounts have been reclassified to reflect changes in the financial statement presentation.

b) Principles of Consolidation

These consolidated financial statements include the accounts of Barrick Gold Corporation and those entities that we have the ability to control either through voting rights or means other than voting rights. These entities include development projects and operating mines in which we hold a less than 100% ownership interest, which generally operate as joint ventures. For these joint ventures, our risk is limited to our investment in the entity. FIN 46(R) provides guidance on the identification and reporting of entities controlled through means other than voting rights and defines such entities as variable interest entities (“VIEs”). We apply this guidance to all of our incorporated joint ventures (“JVs”), including those in the development stage. We determine if we are the primary beneficiary based on whether we expect to participate in the majority of the entities’ future expected gains/ losses, based on the funding requirements set out in their respective agreements. For VIEs where we are the primary beneficiary, we consolidate the entity and record a non-controlling interest, measured initially at its estimated fair value, for the interest held by other entity owners. For VIEs where we are not the primary beneficiary, we use the equity method of accounting (note 12).

      For unincorporated JVs under which we hold an undivided interest in the assets and liabilities and receive our share of production from the joint venture, we include our pro rata share of the assets, liabilities, revenue and expenses in our financial statements.

86     Notes to Consolidated Financial Statements Barrick Financial Report 2008

The following table illustrates our policy used to account for significant entities where we hold less than a 100% economic interest. We consolidate all wholly-owned entities.

Consolidation Method at December 31, 2008

		Economic Interest at
	Entity type at December 31, 2008	December 31, 20081			Method
North America
Round Mountain Mine	Unincorporated JV		50	%	Pro Rata
Hemlo Property Mine	Unincorporated JV		50	%	Pro Rata
Marigold Mine	Unincorporated JV		33	%	Pro Rata
Turquoise Ridge Mine	Unincorporated JV		75	%	Pro Rata
Pueblo Viejo Project2	VIE		60	%	Consolidation
Donlin Creek Project	VIE		50	%	Equity Method
South America
Cerro Casale Project	VIE		51	%	Equity Method
Australia
Kalgoorlie Mine	Unincorporated JV		50	%	Pro Rata
Porgera Mine3	Unincorporated JV		95	%	Pro Rata
Reko Diq Project4	VIE		37.5	%	Equity Method
Africa
Tulawaka Mine	Unincorporated JV		70	%	Consolidation
Kabanga Project5	VIE		50	%	Equity Method
Sedibelo Project6	VIE		10	%	Consolidation
Russia
Fedorova Project7	VIE		50	%	Consolidation

1.	Unless otherwise noted, all of our joint ventures are funded by distributions made by their partners in proportion to their economic interest.
2.	In accordance with the terms of the agreement with our partner, Barrick is responsible for 60% of the funding requirements for the Pueblo Viejo project. We consolidate our interest in Pueblo Viejo and record a non-controlling interest for the 40% that we don’t own. In 2008, we recorded project development expenses of $62 million (2007: $67 million) (note 7) and a non-controlling interest of $26 million (2007: $30 million) (note 2b). At December 31, 2008, the carrying value of our Pueblo Viejo project was $447 million (2007: $140 million) (note 15a).
3.	We hold an undivided interest in our share of assets and liabilities at the Porgera mine. In August 2007, we increased our ownership interest from 75% to 95% (note 3d).
4.	We hold a 50% interest in Atacama Copper, which has a 75% interest in the Reko Diq project. We use the equity method to account for our interest in Atacama Copper (note 12).
5.	In accordance with an agreement with our partner, from 2006 until the third quarter of 2008, our partner was responsible for funding 100% of exploration and project expenditures and we did not record any amounts for our economic interest in this period. During the third quarter of 2008, our partner completed the $145 million spending requirement, and we began funding 50% of the exploration and project expenditures (note 12).
6.	In 2008, we completed a bankable feasibility study (“BFS”), for which we recorded project development expenses totaling $17 million (2007: $22 million). Based on the agreement with our partner, we are responsible for funding 100% of the project expenditures. On completion of the BFS, we earned a 10% interest in the project and have a right to obtain a further 55% interest upon a decision to mine. The first 40% can be purchased for 50% of the combined platinum, palladium, rhodium and gold production at $12 per ounce. The final 15% can be purchased for $90 million. If Barrick does not make a decision to mine by May 2009, our partner has the option to acquire our 10% interest at a price based on the BFS costs spent.
7.	In accordance with an agreement with minority shareholders, we have an earn-in option for an additional 30% interest in the entity that owns the rights to the Fedorova project (for a total 80% interest). We are responsible for funding 100% of project expenditures until the BFS is finalized, and therefore a non-controlling interest has not been recorded through December 31, 2008. In 2008, we funded $24 million of project expenditures (2007: $18 million).

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     87

Entities Consolidated using the Pro Rata Method Income Statement and Cash Flow Information (100%)

For the years ended December 31	2008			2007			2006
Revenues	$	2,031		$	2,076		$	1,776
Costs and expenses		(1,565	)		(1,665	)		(1,457	)
Net income	$	466		$	411		$	319
Operating activities1	$	378		$	147		$	473
Investing activities1	$	(159	)	$	(139	)	$	(284	)
Financing activities1,2	$	(249	)	$	81		$	(185	)

Balance Sheet Information (100%)

At December 31	2008		2007
Assets
Inventories	$	317	$	430
Property, plant and equipment		1,609		2,620
Other assets3		316		462
	$	2,242	$	3,512
Liabilities
Current liabilities	$	153	$	216
Long-term obligations		244		267
Deferred income tax liabilities		64		47
	$	461	$	530

Non-controlling Interests – Income Statement

For the years ended December 31	2008			2007			2006
Pueblo Viejo project	$	26		$	30		$	9
Tulawaka mine		(38	)		(16	)		(8	)
	$	(12	)	$	14		$	1

1.	Net cash inflow (outflow).
2.	Includes cash flows between the joint ventures and joint venture partners.
3.	The decrease in assets in 2008 reflects 100% ownership of Cortez.

c) Foreign Currency Translation

The functional currency of our gold and copper operations is the US dollar. We translate non-US dollar balances for these operations into US dollars as follows:

■ Property, plant and equipment, intangible assets and equity method investments using historical rates;

■ Available-for-sale securities using closing rates with translation gains and losses recorded in other comprehensive income;

■ Asset retirement obligations using historical rates;

■ Deferred tax assets and liabilities using closing rates with translation gains and losses recorded in income tax expense;

■ Other assets and liabilities using closing rates with translation gains and losses recorded in other income/ expense; and

■ Income and expenses using average exchange rates, except for expenses that relate to non-monetary assets and liabilities measured at historical rates, which are translated using the same historical rate as the associated non-monetary assets and liabilities.

The functional currency of our oil and gas operations, (“Barrick Energy”) is the Canadian dollar. We translate balances related to Barrick Energy into US dollars as follows:

■ Assets and liabilities using closing exchange rates with translation gains and losses recorded in other comprehensive income; and

■ Income and expense using average exchange rates with translation gains and losses recorded in other comprehensive income.

d) Use of Estimates

The preparation of these financial statements requires us to make estimates and assumptions. The most significant ones are: quantities of proven and probable mineral reserves; classification of mineralization as either reserves or non-reserves; fair values of acquired assets and liabilities under business combinations, including the value of mineralized material beyond proven and probable mineral reserves; future costs and expenses to produce proven and probable mineral reserves; future commodity prices for gold, copper, silver and other products; future costs of oil and other consumables; currency exchange rates; the future cost of asset retirement obligations; amounts and likelihood of contingencies; the fair values of reporting units that include goodwill; uncertain tax positions; and credit risk adjustments to discount rates. Using these and other estimates and assumptions, we make various decisions in preparing the financial statements including:

■ The treatment of expenditures at mineral properties prior to when production begins as either an asset or an expense (note 15);

■ Whether tangible and intangible long-lived assets are impaired, and if so, estimates of the fair value of those assets and any corresponding impairment charge (note 15);

■ Our ability to realize deferred income tax assets and amounts recorded for any corresponding valuation allowances and amounts recorded for uncertain tax positions (note 24);

■ The useful lives of tangible and intangible long-lived assets and the measurement of amortization (note 15);

■ The fair value of asset retirement obligations (note 22);

■ Whether to record a liability for loss contingencies and the amount of any liability (notes 15 and 29);

88     Notes to Consolidated Financial Statements Barrick Financial Report 2008

■ The amount of income tax expense (note 9);

■ Allocations of the purchase price in business combinations to assets and liabilities acquired, (notes 3 and 17);

■ Whether any impairments of goodwill have occurred and if so the amounts of impairment charges (note 17);

■ Transfers of value beyond proven and probable reserves to amortized assets (note 15); and

■ Credit risk adjustments to the discount rates in determining the fair value at derivative instruments (notes 20 and 21).

As the estimation process is inherently uncertain, actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on our financial statements.

e) Accounting Changes

Accounting Changes Implemented in 2008

FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities (FAS 159)

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FAS 159, which allows an irrevocable option, the Fair Value Option (FVO), to carry eligible financial assets and liabilities at fair value, with the election made on an instrument-by-instrument basis. Changes in fair value for these instruments would be recorded in earnings. The objective of FAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.

     FAS 159 was effective for Barrick beginning in first quarter 2008 and was applied prospectively. We have not adopted the FVO for any of our eligible financial instruments, which primarily include available-for-sale securities, equity method investments and long-term debt.

FAS 157, Fair Value Measurements (FAS 157)

In 2008, we implemented FAS 157 for financial assets and financial liabilities that are measured at fair value on a recurring basis. The primary assets and liabilities that are recognized and disclosed at fair value in accordance with the provisions of FAS 157 are: available-for-sale securities; receivables from provisional copper and gold sales; derivate assets and derivative liabilities and held-to-maturity investments. The adoption of FAS 157 has resulted in expanded disclosures about our fair value measurements for financial assets and financial liabilities recognized in our financial statements. However, the adoption of FAS 157 did not have an impact on the measurement of fair value as our valuation methodology for these assets and liabilities is consistent with the fair value framework established by FAS 157. Refer to note 21 of the Consolidated Financial Statements for details of the adoption of FAS 157 and related disclosures.

     We have not applied the provisions of FAS 157 to non -financial assets and nonfinancial liabilities as permitted by the delay specified in FSP FAS 157-2. FSP FAS 157-2 delays the effective date of FAS 157 to fiscal years beginning after November 15, 2008, for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Therefore, beginning in 2009 we will apply the requirements of FAS 157 to non-financial assets and non-financial liabilities that we periodically measure at fair value under US GAAP, which will principally include: goodwill, tangible and intangible assets measured and recognized at fair value as a result of an impairment assessment; and non-financial assets and non-financial liabilities recognized as a result of a business combination. The application of the provisions of FAS 157 is not expected to have a significant impact on our methodology for measuring the fair value of these assets and liabilities, but will result in expanded disclosures.

Changes in Financial Statement Presentation – Accretion Expense

In first quarter 2008, we made a change to our accounting policy regarding the financial statement classification of accretion expense. Prior to this change, we recorded accretion expense at producing mines as a component of cost of sales and accretion expense at closed mines as a component of other expense. Beginning in first quarter 2008, we recorded accretion expense at producing mines and accretion expense at closed mines in amortization and accretion in our Consolidated Statements of Income.

FSP FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (FSP FAS 140-4 and FIN 46(R)-8)

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8 for the purpose of improving the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities (VIEs), including qualifying special-purpose entities (QSPEs). The impact on our financial reporting requirements is limited to the new VIE disclosures.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     89

     The VIE disclosure requirements focus on an enterprise’s involvement with VIEs and its judgments about the accounting for them. The FSP also requires disclosure of the details of any financial or other support provided to a VIE that the enterprise was not previously contractually required to provide, and the primary reasons for providing the support. The primary beneficiary of a VIE is also required to disclose the terms of any arrangements that could require the enterprise to provide future support to the VIE. In addition, FSP FAS 140-4 and FIN 46(R)-8 require disclosure of the carrying amount and classification of the variable interest entity’s assets and liabilities in the Balance Sheet and a reconciliation of those amounts to the enterprise’s maximum exposure to loss.

     The adoption of this FSP has resulted in expanded disclosure around our involvement with our VIEs and the significant judgments and assumptions we make in accounting for them. We have also included tables that reflect how our consolidated VIEs are included in our Consolidated Statement of Income and Balance Sheet.

Accounting Changes Implemented in 2007

FASB Interpretation No. 48 – Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (Accounting for Income Taxes) (FIN 48)

In June 2006, the FASB issued FIN 48 to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.

     We adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of FIN 48, no adjustment was required to the liability for unrecognized tax benefits.

Accounting Changes Implemented in 2006

FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans

In September 2006, the FASB issued FAS 158 that requires employers to fully recognize the obligations associated with single-employer defined benefit pension, retiree health care and other post-retirement plans in their financial statements.

     FAS 158 requires recognition of the funded status of a benefit plan on the balance sheet. FAS 158 also requires recognition, as a component of other comprehensive income, net of tax, of the gains or losses and prior service costs or credits that arise during the period but are not recorded as components of net periodic benefit cost. FAS 158 requires disclosure of information about certain effects of net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

     We adopted the provisions of FAS 158 in 2006. The adoption of FAS 158 did not significantly impact our financial statements.

f) Significant Accounting Developments

FAS 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161)

In March 2008, the FASB issued FAS 161, which will require entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact of adopting FAS 161 on our note disclosures related to derivative instruments and hedging activities.

FAS 141(R), Business Combinations (FAS 141(R))

In first quarter 2009, we will begin applying the provisions of FAS 141(R), which replaced FAS 141, for business combinations consummated after the effective date of December 15, 2008. Early adoption of FAS 141(R) was not permitted. Under FAS 141(R), business acquisitions will be accounted for under the “acquisition method”, compared to the “purchase method” mandated by FAS 141.

     The more significant changes to Barrick’s accounting for business combinations that will result from applying the acquisition method include: (i) the definition of a business

90     Notes to Consolidated Financial Statements Barrick Financial Report 2008

is broadened to include development stage entities, and therefore more acquisitions will be accounted for as business combinations rather than asset acquisitions; (ii) the measurement date for equity interests issued by the acquirer is the acquisition date instead of a few days before and after terms are agreed to and announced, which may significantly change the amount recorded for the acquired business if share prices differ from the agreement and announcement date to the acquisition date; (iii) all future adjustments to income tax estimates will be recorded to income tax expense, whereas under FAS 141 certain changes in income tax estimates were recorded to goodwill; (iv) acquisition-related costs of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees will be expensed as incurred, whereas under FAS 141 these costs were capitalized as part of the business combination; (v) the assets acquired and liabilities assumed are recorded at 100% of fair value even if less than 100% is obtained, whereas under FAS 141 only the controlling interest’s portion is recorded at fair value; and (vi) the non-controlling interest will be recorded at its share of fair value of net assets acquired, including its share of goodwill, whereas under FAS 141 the non-controlling interest is recorded at its share of carrying value of net assets acquired with no goodwill being allocated.

FAS 160, Non-controlling Interests in Consolidated Financial Statements (FAS 160)

In December 2007 the FASB issued FAS 160, which is effective for fiscal years beginning after December 15, 2008. Under FAS 160, non-controlling interests are measured at 100% of the fair value of assets acquired and liabilities assumed. Under current standards, the non-controlling interest is measured at book value. For presentation and disclosure purposes, non-controlling interests are classified as a separate component of shareholders’ equity. In addition, FAS 160 changes the manner in which increases/ decreases in ownership percentages are accounted for. Changes in ownership percentages are recorded as equity transactions and no gain or loss is recognized as long as the parent retains control of the subsidiary. When a parent company deconsolidates a subsidiary but retains a non-controlling interest, the non-controlling interest is re-measured at fair value on the date control is lost and a gain or loss is recognized at that time. Under FAS 160, accumulated losses attributable to the non-controlling interests are no longer limited to the original carrying amount, and therefore non-controlling interests could have a negative carrying balance.

The provisions of FAS 160 are to be applied prospectively with the exception of the presentation and disclosure provisions, which are to be applied for all prior periods presented in the financial statements. Early adoption is not permitted. The presentation and disclosure provisions of FAS 160 will result in the reclassification of $182 million attributable to non-controlling interests to the Shareholders’ Equity section of the Balance Sheet for 2008.

g) Other Notes to the Financial Statements

	Note		Page
Acquisitions and divestitures		3		92
Segment information		4		95
Revenue and gold sales contracts		5		97
Cost of sales		6		99
Exploration and project development expense		7		100
Other charges		8		101
Income tax expense		9		102
Earnings per share		10		103
Cash flow – other items		11		104
Investments		12		105
Inventories		13		108
Accounts receivable and other current assets		14		109
Property, plant and equipment		15		110
Intangible assets		16		113
Goodwill		17		114
Other assets		18		116
Other current liabilities		19		116
Financial instruments		20		116
Fair value measurements		21		126
Asset retirement obligations		22		128
Other non-current liabilities		23		129
Deferred income taxes		24		129
Capital stock		25		132
Other comprehensive income (loss)		26		132
Stock-based compensation		27		133
Post-retirement benefits		28		135
Litigation and claims		29		138

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     91

3 ■ Acquisitions and Divestitures

For the years ended December 31	2008			2007			2006
Cash paid on acquisition1
Cortez (additional 40% interest)	$	1,695		$	—		$	—
Barrick Energy Inc.		460			—			—
Cerro Casale		40			730			—
Porgera (additional 20% interest)		—			264			—
Kainantu		5			135			—
Placer Dome		—			—			1,262
Other2		29			6			54
	$	2,229		$	1,135		$	1,316
Less: cash acquired		(55	)		(13	)		(1,108	)
	$	2,174		$	1,122		$	208
Cash proceeds on sale1
Royalty disposition	$	150		$	—		$	—
Celtic2		—			21			—
Paddington Mill3		—			30			—
Other4,5		—			54			—
	$	150		$	105		$	—
Cash proceeds on sale of discontinued operations
South Deep mine	$	—		$	21		$	1,209
Operations sold to Goldcorp		—			—			1,619
	$	—		$	21		$	2,828

1.	All amounts represent gross cash paid or received on acquisition or divestiture.
2.	In 2008, we acquired an additional 40% interest in the Storm property from Yamana Gold Inc. for $29 million, including $1 million cash acquired, consolidating a 100% ownership interest in Storm. In 2006, we acquired the Grace Property for cash of $60 million, including cash acquired of $6 million.
3.	Included within investment sales in the Consolidated Statement of Cash Flow.
4.	Included within Property, Plant and Equipment sales in the Consolidated Statement of Cash flow.
5.	In 2007, we sold the Grace Property, originally acquired in 2006 for cash proceeds of $54 million. There was no after-tax gain or loss arising on closing.

a) Acquisition of Barrick Energy Inc. (“Barrick Energy”)

In 2008, we acquired 59.2 million shares of Cadence Energy Inc. (“Cadence”) for cash consideration of $377 million, representing 100% of the issued and outstanding common shares. Subsequent to the acquisition, we rebranded Cadence as Barrick Energy. We have determined that this transaction represented a business combination with Barrick identified as the acquirer.

     The tables below present the purchase cost and our preliminary allocation of the purchase price of the assets and liabilities acquired. The purchase price allocation will be finalized in 2009 upon completion of a full internal tax assessment. The revenues and expenses from Barrick Energy have been included in our Consolidated Statement of Income from September 4, 2008.

Purchase Cost
Purchase cost	$	377
Less: cash acquired		(41	)
	$	336

Preliminary Purchase Price Allocation
Current assets	$	25
Property, plant and equipment
Capitalized reserve acquisition and development costs		278
Building, plant and equipment		68
Goodwill		96
Total assets		467
Accounts payable		24
Derivative liabilities		10
Long-term debt		65
Asset retirement obligations		10
Deferred income tax liabilities		22
Total liabilities		131
Net assets acquired	$	336

In 2008, we also acquired all of the oil and gas assets at Sturgeon Lake, Alberta, from Daylight Resources Trust for $83 million. The Sturgeon Lake assets are adjacent to Cadence’s Sturgeon Lake assets and the transaction enables us to consolidate 100% ownership of the Sturgeon Lake South Leduc pool. We have determined that this transaction represented an acquisition of assets, which were amalgamated with the Cadence operations to form Barrick Energy.

b) Acquisition of 40% Interest in Cortez

In 2008, we completed our acquisition of an additional 40% interest in the Cortez property from Kennecott Explorations (Australia) Ltd. (“Kennecott”), a subsidiary of Rio Tinto plc, for a total cash consideration of $1.695 billion. A further $50 million will be payable if and when we add an additional 12 million ounces of contained gold resources beyond our December 31, 2007 reserve statement for Cortez. This contingent payment will be recognized as an additional cost of the acquisition only if the resource/ production targets are met and the amounts become payable as a result. A sliding scale royalty is payable to Kennecott on 40% of all production in excess of 15 million ounces on and after January 1, 2008.

     The acquisition consolidates 100% ownership for Barrick of the existing Cortez mine and the Cortez Hills expansion plus any future potential from the property. We have determined that the transaction represents a business combination. The acquisition was effective March 1, 2008 and the revenues and expenses attributable to the 40% interest have been included in our consolidated statements of income from that date onwards. The tables below represent the purchase cost and our final purchase price allocation for the additional 40% of Cortez.

92     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Purchase Cost
Purchase cost per agreement	$	1,695
Less: cash acquired		(14	)
	$	1,681

Summary Purchase Price Allocation
Inventories	$	47
Other current assets		1
Property, plant and equipment
Building, plant and equipment		184
Capitalized reserve acquisition and development costs		1,057
Value beyond proven and probable reserves		381
Goodwill		20
Non-current ore in stockpiles		17
Deferred income tax assets		11
Total assets		1,718
Current liabilities		23
Asset retirement obligations		14
Total liabilities		37
Net assets acquired	$	1,681

c) Acquisition of Cerro Casale

In 2007, we acquired 94% of the common shares of Arizona Star, with the remaining common shares pursuant to a statutory right of compulsory acquisition for $40 million in 2008. Arizona Star owns a 51% interest in the Cerro Casale deposit in the Maricunga district of Region III in Chile. The acquisition of Arizona Star has been accounted for as an asset purchase. The tables below represent the purchase cost and final purchase price allocation for the acquisition of 100% of the common shares of Arizona Star.

Purchase Cost
Purchase cost	$	770
Less: cash acquired		(7	)
	$	763

Summary Purchase Price Allocation
Other current assets	$	1
Equity investment in Cerro Casale project		770
Total assets		771
Current liabilities		8
Net assets acquired	$	763

d) Porgera Mine Acquisition

In 2007, we completed the acquisition of an additional 20% interest in the Porgera mine in Papua New Guinea from Emperor Mines Limited, for cash consideration of $264 million. The acquisition has been accounted for as a business combination. Following this transaction our interest in the Porgera mine increased from 75% to 95%. The Government of Papua New Guinea holds the remaining 5% undivided interest in Porgera. The Government of Papua New Guinea and Porgera landowners’ option to purchase up to a 5% interest in the Porgera mine expired in 2008. We are negotiating a six month extension for this option.

Purchase Cost
Purchase cost	$	264
Less: cash acquired		(5	)
	$	259

Summary Purchase Price Allocation
Inventories	$	17
Other current assets		2
Property, plant and equipment		145
Non-current ore in stockpiles		60
Deferred income tax assets		20
Goodwill		34
Total assets		278
Current liabilities		11
Asset retirement obligations		8
Total liabilities		19
Net assets acquired	$	259

e) Kainantu Acquisition

In 2007, we completed the acquisition of the Kainantu mineral property and various exploration licenses in Papua New Guinea from Highlands Pacific Limited for cash consideration of $135 million, which reflects the total purchase price, net of $7 million withheld pending certain permit renewals. In 2008, $4 million was paid in settlement of the permit renewals and $1 million in transaction costs. The acquisition has been accounted for as a purchase of assets, allocating $163 million to the exploration property, $19 million to deferred income tax liabilities and $4 million to an acquired asset retirement obligation liability.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     93

f) Acquisition of Placer Dome Inc. (“Placer Dome”)

In 2006, we acquired 100% of the outstanding common shares of Placer Dome. Placer Dome was one of the world’s largest gold mining companies. It had 12 mining operations based in North America, South America, Africa and Australia/Papua New Guinea, as well as four projects that were in various stages of exploration/development. Its most significant mines were Cortez in the United States, Zaldívar in Chile, Porgera in Papua New Guinea, North Mara in Tanzania and South Deep in South Africa.

     The Placer Dome acquisition was accounted for as a business combination, with Barrick as the accounting acquirer. The purchase cost was $10 billion and was funded through a combination of common shares issued, the draw-down of a $1 billion credit facility, and cash resources. The table below represents the purchase cost and final purchase price allocation.

Value of 322.8 million Barrick common shares issued at $27.14 per share1	$	8,761
Value of 2.7 million fully vested stock options		22
Cash		1,239
Transaction costs		32
	$	10,054

1. The measurement of the common share component of the purchase consideration represents the average closing price on the New York Stock Exchange for the two days prior to and two days after the public announcement on December 22, 2005 of our final offer for Placer Dome.

Summary Purchase Price Allocation
Cash1	$	1,102
Inventories		428
Other current assets		198
Property, plant and equipment
Buildings, plant and equipment		2,946
Proven and probable reserves		1,571
Value beyond proven and probable reserves		419
Intangible assets		85
Assets of discontinued operations2		1,744
Deferred income tax assets		93
Other assets		254
Goodwill		6,506
Total assets		15,346
Current liabilities		669
Liabilities of discontinued operations2		107
Derivative instrument liabilities		1,729
Long-term debt		1,252
Asset retirement obligations		387
Deferred income tax liabilities		686
Total liabilities		4,830
Non-controlling interests		462
Net assets acquired	$	10,054

1.	Cash paid on acquisition of $160 million, as disclosed in the 2007 Annual Report.
2.	Includes operations that were sold to Goldcorp Inc.

At acquisition we recorded liabilities totaling $48 million that primarily relate to employee severance at Placer Dome offices that were closed during 2006. All amounts were settled by the end of 2007.

g) Disposition of Royalties

In 2008, we divested certain non-core royalties to Royal Gold Inc. (“Royal Gold”) in exchange for cash consideration of $150 million and a reduction in various royalties that we are currently obligated to pay to Royal Gold with an estimated fair value of $32 million. The transaction closed on October 2, 2008 and we recorded a pre-tax gain on sale of $167 million in other income.

h) Sale of Paddington Mill

In 2007, we completed the sale of the Paddington Mill and associated land tenements in Australia to Norton Goldfields Limited and the sale of certain land tenements to Apex Minerals for total proceeds of $32 million, $30 million in cash and $2 million in Apex Minerals NL shares, respectively. We recorded a gain of $8 million in other income on closing.

i) Discontinued Operations

Results of Discontinued Operations

For the years ended December 31	2008		2007		2006
Gold sales
South Deep operations	$	—	$	—	$	158
Operations sold to Goldcorp		—		—		83
	$	—	$	—	$	241
Income before tax
South Deep		—		9		8
Gain on sale of South Deep		—		—		288
Operations sold to Goldcorp		—		—		1
	$	—	$	9	$	297

South Deep

In 2006, we sold our 50% interest in the South Deep mine in South Africa to Gold Fields Limited (“Gold Fields”). The consideration on closing was $1,517 million, of which $1,209 million was received in cash and $308 million in Gold Fields shares. On closing we recorded a gain of $288 million.

     In 2007, a final settlement was reached with Gold Fields on the allocation of insurance proceeds from an insurance claim that straddled the acquisition date. As a result of that settlement, we recorded further proceeds of $9 million within income from discontinued operations. Also in 2007, $21 million was received in cash and has been classified under Cash Flows of Discontinued Operations in our Consolidated Statement of Cash Flow.

94     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Operations Sold to Goldcorp

In 2006, we sold all of Placer Dome’s Canadian properties and operations (other than Placer Dome’s office in Vancouver), Placer Dome’s interest in the La Coipa mine in Chile, 40% of Placer Dome’s interest in the Pueblo Viejo project, certain related assets and our share in Agua de la Falda S.A. to Goldcorp Inc. (“Goldcorp”) (collectively, the ‘‘Operations sold to Goldcorp’’).

     The sales proceeds for the operations sold to Goldcorp were $1,641 million. The aggregate net amount of assets and liabilities of these operations was recorded in the purchase price allocation at $1,641 million based on the terms of the sale agreement with Goldcorp that was in place at the time we acquired Placer Dome. The results of the operations sold to Goldcorp were included under “discontinued operations” in the income statement and cash flow statement until closing. Interest expense of $21 million was allocated to the results from the operations sold to Goldcorp. No gain or loss arose on closing of the sale.

4 ■ Segment Information

In first quarter 2008, we formed a dedicated Capital Projects group, distinct from our existing regional business units to focus on managing development projects and building new mines. This specialized group manages all project development activities up to and including the commissioning of new mines, at which point responsibility for mine operations will be handed over to the regional business units. We have revised the format of information provided to the Chief Operating Decision Maker in order to make resource allocation decisions and assess the operating performance of this group. Accordingly, we have revised our operating segment disclosure to be consistent with the internal management structure and reporting changes, with restatement of comparative information to conform to the current period presentation. In third quarter 2008, we completed the acquisition of Barrick Energy (note 3a). The results of Barrick Energy are distinct from our existing regional business units and as such are presented as Other in our segment information.

Income Statement Information

	Sales						Segment expenses						Segment income (loss)1,2
For the years ended December 31	2008		2007		2006		2008		2007		2006		2008			2007			2006
Gold
North America	$	2,627	$	2,001	$	1,791	$	1,517	$	1,178	$	1,039	$	739		$	483		$	484
South America		1,833		1,306		1,131		531		400		305		1,127			664			693
Australia Pacific		1,658		1,292		1,144		1,051		934		749		342			108			201
Africa		538		428		427		327		293		226		145			55			111
Copper
South America		1,007		1,065		955		315		231		282		624			752			621
Australia Pacific		221		240		182		121		108		109		44			92			55
Capital Projects		—		—		—		—		—		—		(254	)		(187	)		(111	)
Other		29		—		—		14		—		—		2			—			—
	$	7,913	$	6,332	$	5,630	$	3,876	$	3,144	$	2,710	$	2,769		$	1,967		$	2,054

1.

Segment income (loss) represents segment sales, less cost of sales, less segment amortization and accretion. For the year ended December 31, 2008, accretion expense was $43 million (2007: $50 million; 2006: $39 million), see note 15 for further details. Segment loss for the Capital Projects segment includes project development expense and losses from capital projects held through equity investees, see notes 7 and 12 for further details.

2.

Accretion expense related to capital projects is included within amortization and accretion. All other amounts related to the capital projects segments are included within project development expense.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     95

Income Statement Information (cont’d)

	Exploration1						Regional business unit costs1
For the years ended December 31	2008		2007		2006		2008		2007		2006
North America2	$	69	$	66	$	61	$	48	$	27	$	32
South America		40		33		22		29		23		19
Australia Pacific		52		46		44		48		38		38
Africa		18		15		22		24		11		1
Other expenses outside reportable segments		12		8		19		—		—		—
Capital projects		25		11		3		—		—		—
	$	216	$	179	$	171	$	149	$	99	$	90

1.	Exploration and regional business unit costs are excluded from the measure of segment income but are reported separately by operating segment to the Chief Operating Decision Maker.
2.	In 2008, regional business unit costs include costs for Barrick Energy.

Geographic Information

	Long-lived assets1						Sales2
For the years ended December 31	2008		2007		2006		2008		2007		2006
North America
United States	$	4,587	$	2,637	$	2,518	$	2,501	$	1,882	$	1,702
Canada		1,017		796		852		126		119		89
Dominican Republic		446		139		133		—		—		—
South America
Peru		337		392		492		1,367		1,033		878
Chile		2,763		2,485		1,599		1,007		1,065		955
Argentina		1,123		1,048		1,014		466		273		253
Australia Pacific
Australia		1,749		1,724		2,142		1,340		1,250		1,116
Papua New Guinea		677		702		438		539		282		210
Africa
Tanzania		1,816		1,336		993		538		428		427
Other		179		478		603		29		—		—
	$	14,694	$	11,737	$	10,784	$	7,913	$	6,332	$	5,630

1.	Long-lived assets include property, plant and equipment, investments, deferred income tax assets and other assets.
2.	Presented based on the location in which the sale originated.

Reconciliation of Segment Income to Income from Continuing Operations Before Income Taxes and Other Items

For the years ended December 31	2008			2007			2006
Segment income	$	2,769		$	1,967		$	2,054
Amortization of corporate assets		(19	)		(20	)		(19	)
Exploration		(216	)		(179	)		(171	)
Other project expenses		(57	)		(15	)		(8	)
Corporate administration		(155	)		(155	)		(142	)
Other expenses		(295	)		(205	)		(212	)
Impairment charges (note 8b)		(749	)		(42	)		(17	)
Interest income		39			141			110
Interest expense		(21	)		(113	)		(126	)
Other income		291			110			97
Write-down of investments (note 8b)		(205	)		(23	)		(6	)
Loss from capital projects held through equity investees		69			14			—
Income from continuing operations before income taxes and other items	$	1,451		$	1,480		$	1,560

96     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Asset Information

			Segment												Segment
	long-lived assets						Amortization						capital expenditures1
For the years ended December 31	2008		2007		2006		2008		2007		2006		2008		2007		2006
Gold
North America	$	5,083	$	3,370	$	3,254	$	350	$	314	$	247	$	382	$	225	$	196
South America		1,223		1,220		1,319		165		234		127		80		158		224
Australia Pacific		2,227		2,173		2,434		258		239		186		199		208		211
Africa		1,195		1,031		810		62		78		88		133		118		85
Copper
South America		1,267		1,271		1,276		66		80		51		24		27		17
Australia Pacific		28		116		146		57		39		17		57		11		22
Capital projects		3,266		2,195		1,066		—		—		—		919		326		259
Other		382		—		—		13		—		—		15		—		—
Segment total		14,671		11,376		10,305		971		984		716		1,809		1,073		1,014
Cash and equivalents		1,437		2,207		3,043		—		—		—		—		—		—
Other current assets		2,675		2,092		1,753		—		—		—		—		—		—
Intangible assets		75		68		75		—		—		—		—		—		—
Goodwill		5,280		5,847		5,855		—		—		—		—		—		—
Other items not allocated to segments		23		361		479		19		20		19		134		17		17
Enterprise total	$	24,161	$	21,951	$	21,510	$	990	$	1,004	$	735	$	1,943	$	1,090	$	1,031

1. Segment capital expenditures are presented for internal management reporting purposes on an accrual basis. Capital expenditures in the Consolidated Statements of Cash Flow are presented on a cash basis. In 2008, cash expenditures were $1,776 million (2007: $1,046 million; 2006: $1,087 million) and the increase in accrued expenditures was $167 million in 2008 (2007: $44 million decrease; 2006: $56 million increase).

5 ■ Revenue and Gold Sales Contracts

For the years ended December 31	2008		2007		2006
Gold bullion sales2
Spot market sales	$	6,507	$	3,823	$	3,957
Gold sales contracts		—		1,026		369
		6,507		4,849		4,326
Concentrate sales3		149		178		167
	$	6,656	$	5,027	$	4,493
Copper sales1,4
Copper cathode sales	$	1,038	$	1,063	$	937
Concentrate sales		190		242		200
	$	1,228	$	1,305	$	1,137
Oil and gas sales5		29		—		—
	$	7,913	$	6,332	$	5,630

1.	Revenues include amounts transferred from OCI to earnings for commodity cash flow hedges (see notes 20c and 26).
2.	Gold sales include gains and losses on non-hedge derivative contracts: 2008: $19 million gain (2007: $8 million loss; 2006: $7 million gain).
3.	Concentrate sales include gains and losses on embedded derivatives in smelting contracts: 2008: $3 million loss (2007: $4 million loss; 2006: $4 million gain).
4.	Copper sales include gains and losses on economic copper hedges that do not qualify for hedge accounting treatment: 2008: $67 million gain (2007: $48 million gain; 2006: $14 million loss). Sales also include gains and losses on embedded derivatives in copper smelting contracts: 2008: $38 million loss (2007: $10 million loss; 2006: $nil).
5.	Represents Barrick Energy. Refer to note 3a for further details.

Principal Products

All of our gold mining operations produce gold in doré form, except Eskay Creek, which produces gold concentrate and gold doré; Bulyanhulu which produces both gold doré and gold concentrate; and Osborne which produces a concentrate that contains both gold and copper. Gold doré is unrefined gold bullion bars usually consisting of 90% gold that is refined to pure gold bullion prior to sale to our customers. Gold concentrate is a processing product containing the valuable ore mineral (gold) from which most of the waste mineral has been eliminated, that undergoes a smelting process to convert it into gold bullion. Gold bullion is sold primarily in the London spot market or under gold sales contracts. Gold concentrate is sold to third-party smelters. At our Zaldívar mine we produce pure copper cathode, which consists of 99.9% copper, a form that is deliverable for sale in world metals exchanges.

Revenue Recognition

We record revenue when the following conditions are met: persuasive evidence of an arrangement exists; delivery and transfer of title (gold revenue only) have occurred under the terms of the arrangement; the price is fixed or determinable; and collectability is reasonably assured. Revenue in 2008 is presented net of direct sales taxes of $23 million (2007: $15 million; 2006: $16 million).

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     97

Gold Bullion Sales

We record revenue from gold and silver bullion sales at the time of physical delivery, which is also the date that title to the gold or silver passes. The sales price is fixed at the delivery date based on either the terms of gold sales contracts or the gold spot price. Incidental revenues from the sale of by-products such as silver are classified within cost of sales.

Gold Sales Contracts

At December 31, 2008, we had Project Gold Sales Contracts with various customers for a total of 9.5 million ounces of future gold production of which 4.2 million ounces are based on floating spot prices.

     Our gold sales contracts are excluded from the scope of FAS 133, because our obligations under these contracts will be met by physical delivery of gold produced at our mines 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 normal sales contracts. Accordingly, we have elected to designate our gold sales contracts as “normal sales contracts” with the result that these contracts are not required to be accounted for as derivatives. Instead, we recognize revenue based on the contract sales price at the time of physical delivery per the accounting principles as described above.

     The terms of gold sales contracts are governed by master trading agreements (MTAs) that we have in place with each customer. 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 a mechanism to establish the applicable price adjustments. The MTAs have both fixed and floating price mechanisms. Under the fixed-price mechanism, a price is fixed with reference to the gold forward market but the price does not increase or decrease due to changes in the spot gold price, whereas under the floating price mechanism, the future selling price does increase or decrease as spot gold prices increase or decrease. The final realized selling price under a contract primarily depends upon the price mechanism selected at each interim date, the timing of the actual future delivery date, the market price of gold at the start of the contract and the forward gold market at each interim date.

Mark-to-Market Value

	Total		At Dec. 31,
	ounces in		2008
$ millions	millions		value1
Project Gold Sales Contracts		9.5	$	(4,865	)

1. At a spot gold price of $870 per ounce. The fair value of gold sales contracts are the present value of expected cash flows that would be required to financially settle our obligations arising under the contracts. The present value model utilizes inputs, such as the current spot gold price, gold lease rates, US dollar interest rate curves and counterparty credit spreads, that are derived from observable market data. The fair value of the gold sales contracts does not impact the reported accounting results when we settle these contracts through physical delivery. Instead, we will recognize revenue at that time based on the appropriate contract sales price.

Concentrate Sales

Under the terms of concentrate sales contracts with independent smelting companies, gold and copper sales prices are provisionally 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 also when title passes to the smelting companies, using forward market gold and copper prices on the expected date that final sales prices will be fixed. 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 and copper 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 provisional price adjustments and included as a component of revenue.

Copper Cathode Sales

Under the terms of copper cathode sales contracts, copper sales prices are provisionally set on a specified future date based upon market commodity prices plus certain price adjustments. Revenue is recognized at the time of shipment when risk of loss passes to the customer, and collectability is reasonably assured. Revenue is provisionally measured using forward market prices on the expected date that final selling prices will be fixed. Variations occur between the price recorded on the date of revenue recognition and the actual final price under the terms of the contracts due to changes in market copper prices, which result in the existence of an embedded derivative in the accounts receivable. This embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as provisional price adjustments and included as a component of revenue.

98     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Provisional Copper and Gold Sales

We had the following revenues before treatment and refining charges subject to final price adjustments:

At December 31	2008		2007
Copper	$	80	$	142
Gold		15		9

The final price adjustments were as follows:

For the years ended December 31	2008			2007			2006
Gain (loss)
Copper	$	(31	)	$	(6	)	$	9
Gold		—			(1	)		3

Oil and Gas Sales

Revenue from the sale of crude oil, natural gas and natural gas liquids is recorded at the time it enters the pipeline system, which is also when title transfers and there is reasonable assurance of collectability. At the time of delivery of oil and gas, prices are fixed and determinable based upon contracts referenced to monthly market commodity prices plus certain price adjustments. Price adjustments include product quality and transportation adjustments and market differentials.

6 § Cost of Sales

	Gold									Copper									Oil & Gas
For the years ended December 31	2008			2007			2006			2008			2007			2006			2008		2007		2006
Cost of goods sold1	$	3,258		$	2,715		$	2,265		$	432		$	334		$	388		$	8	$	—	$	—
Unrealized losses on non-hedge contracts		14			5			—			—			—			—			—		—		—
By-product revenues2		(93	)		(105	)		(123	)		(2	)		(2	)		(1	)		—		—		—
Royalty expense		205			161			150			6			7			4			6		—		—
Mining production taxes		42			29			27			—			—			—			—		—		—
	$	3,426		$	2,805		$	2,319		$	436		$	339		$	391		$	14	$	—	$	—

1.

Cost of goods sold includes charges to reduce the cost of inventory to net realizable value as follows: $68 million for the year ended December 31, 2008 (2007: $13 million; 2006: $28 million). The cost of inventory sold in the period reflects all components capitalized to inventory, 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 was $971 million in the year ended December 31, 2008 (2007: $984 million; 2006: $716 million).

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 and accordingly, are accounted for in a manner similar to our gold sales contracts. At December 31, 2008, we had fixed-price commitments to deliver 7.2 million ounces of silver at an average price of $6.59 per ounce and floating spot price silver sales contracts for 8.9 million ounces over periods primarily of up to 10 years. The mark-to-market on silver sales contracts at December 31, 2008 was negative $67 million (2007: negative $111 million; 2006: $100 million). Refer to note 21 for further information on fair value measurements.

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, Bulyanhulu and Veladero mines and the Pascua-Lama project. 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. Other types of royalties include:

§	Net profits interest (NPI) royalty,
§	Net smelter return sliding scale (NSRSS) royalty,
§	Gross proceeds sliding scale (GPSS) royalty,
§	Gross smelter return (GSR) royalty,
§	Net value (NV) royalty, and a
§	Land tenement (LT) royalty.

Royalty expense is recorded at the time of sale of gold production.

Royalties applicable to our oil and gas properties include:

§	Crown royalties,
§	Net profits interest (NPI) royalty, and
§	Overriding royalty (ORR).

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      99

Producing mines &
development projects	Type of royalty
North America
Goldstrike	0%-5% NSR, 0%-6% NPI
Williams	1.5% NSR, 0.75% NV,
	1% NV
David Bell	3% NSR
Round Mountain	3.53%-6.35% NSRSS
Bald Mountain	3.5%-7% NSRSS
	2.9%-4% NSR
	10% NPI
Ruby Hill	3% modified NSR
Cortez	1.5% GSR
Cortez — Pipeline/South
Pipeline deposit	0.4%-9% GSR
Cortez — portion of Pipeline/
South Pipeline deposit	5% NV
South America
Veladero	3.75% modified NSR
Lagunas Norte	2.51% NSR
Australia Pacific
Porgera	2% NSR, 0.25% other
Queensland & Western Australia production1	2.5%-2.7% of gold revenue
Cowal	4% of net gold revenue
Henty	2.6%-12% of gold revenue
Africa
Bulyanhulu	3% NSR
Tulawaka	3% NSR
North Mara	3% NSR
North Mara — Gokona pit	3% NSR, 1.1% LT
Capital Projects
Donlin Creek Project	1.5% NSR (first 5 years),
	4.5% NSR (thereafter)
Pascua-Lama Project -
Chile gold production	1.5%-9.8% GPSS
Pascua-Lama Project -
Chile copper production	2% NSR
Pascua-Lama Project -
Argentina production	3% NSR
Pueblo Viejo	3.2% NSR, 0-25% NPI
Buzwagi	3%-3.1% NSR
Other
Barrick Energy	1.1% NPI
	1.3% ORR
	21.6% Crown royalty, net

1. Includes the Kalgoorlie, Kanowna, Granny Smith, Plutonic, Darlot, Lawlers and Osborne mines.

7 § Exploration and Project Development Expense

For the years ended December 31	2008		2007		2006
Exploration:
Minesite exploration	$	80	$	63	$	54
Projects		136		116		117
	$	216	$	179	$	171
Project development expense:
Pueblo Viejo1		62		67		25
Donlin Creek2		—		32		37
Sedibelo		17		22		10
Fedorova		24		18		—
Pascua-Lama		21		12		8
Kainantu		28		—		—
Pinson		17		—		—
Buzwagi		1		5		12
Other		15		17		19
	$	185	$	173	$	111
Other project expenses		57		15		8
	$	242	$	188	$	119

1.	Represents 100% of project expenditures. We record a non-controlling interest recovery for our partner’s share of expenditures within “non-controlling interests” in the income statement.
2.	Amounts for 2007 include a recovery of $64 million of cumulative project costs from our partner. See note 12 for further details.

Accounting Policy for Exploration and Project Expenditures

Exploration Expenditures

Exploration expenditures relate to the initial search for deposits with economic potential, including costs incurred at both greenfield sites (sites where we do not have any mineral deposits that are already being mined or developed) and brownfield sites (sites that are adjacent to a mineral deposit that is classified within proven and probable reserves as defined by United States reporting standards and are already being mined or developed). Exploration expenditures relate to costs incurred to evaluate and assess deposits that have been identified as having economic potential, including exploratory drilling.

     Expenditures on exploration activity conducted at greenfield sites are expensed as incurred. Exploratory drilling and related costs are capitalized when incurred at brownfield sites where the activities are directed at obtaining additional information on the ore body that is classified within proven and probable reserves or for the purpose of converting a mineral resource into a proven and probable reserve and, prior to the commencement of the drilling program, we can conclude that it is probable that such a conversion will take place. Our assessment of probability is based on the following factors: results from previous drill

100      Notes to Consolidated Financial Statements Barrick Financial Report 2008

programs; results from geological models; results from a mine scoping study confirming economic viability of the resource; and preliminary estimates of mine inventory, ore grade, cash flow and mine life. Costs incurred at brownfield sites that meet the above criteria are capitalized as mine development costs. All other drilling and related exploration costs incurred at these sites are expensed as mine site exploration.

Project Expenditures

We capitalize the costs of activities at projects after mineralization is classified as proven and probable reserves. Before classifying mineralization as proven and probable reserves, the costs of project activities are expensed as incurred, except for costs incurred to construct tangible assets that are capitalized within property, plant and equipment. Project activities include: preparation of engineering scoping, prefeasibility and feasibility studies; metallurgical testing; permitting; and sample mining. The costs of start-up activities at mines and projects such as recruiting and training are also expensed as incurred within project expense.

     The Pueblo Viejo, Donlin Creek, Sedibelo, Kabanga, Cerro Casale and Fedorova projects are in various stages; however, none of these projects had met the criteria for cost capitalization at December 31, 2008. The Reko Diq project is owned through an equity investee and project expenses are included in “equity investees” in the income statement (see note 12). Effective May 1, 2007, we determined that mineralization at Buzwagi met the definition of proven and probable reserves for United States reporting purposes. Following this determination, we began capitalizing the cost of project activities at Buzwagi. Effective January 1, 2009, we determined that mineralization of Pueblo Viejo met the definition of proven and probable reserves.

8 § Other Charges

a) Other Expense

For the years ended December 31	2008		2007		2006
Regional business unit costs1	$	149	$	99	$	90
Community development costs2		21		28		15
Environmental costs		16		15		11
World Gold Council fees		11		12		13
Changes in estimate of AROs at closed mines3		9		6		53
Non-hedge derivative losses		17		8		—
Currency translation losses4		30		1		—
Pension and other post-retirement benefit expense (notes 28b and 28e)5		5		5		3
Other items		37		31		27
	$	295	$	205	$	212

1.	Relates to costs incurred at regional business unit offices.
2.	In 2008 and 2007, amounts mainly related to community programs in Peru, Argentina and Papua New Guinea. In 2006, amounts mainly related to community programs in Peru.
3.	In 2006, amount relates to change in estimate of the ARO at the Nickel Plate property in British Columbia, Canada.
4.	In 2008, amounts primarily relate to translation losses on working capital balances in Australia and South America.
5.	For the year ended December 31, 2008, $nil million of pension credit that relates to active employees at producing mines is included in cost of sales (2007: $nil; 2006: $4 million) and $nil million is included in corporate administration (2007: $nil; 2006: $2 million).

Environmental Costs

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.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      101

b) Impairment Charges

For the years ended December 31	2008		2007		2006
Impairment of goodwill (note 17)	$	678	$	42	$	—
Impairment of long-lived assets1		71		—		17
	$	749	$	42	$	17
Write-down of investments (note 12)2		205		23		6
	$	954	$	65	$	23

1.

In 2008, an impairment charge of $69 million was recorded to reduce the carrying amount to the estimated fair value for Osborne and Marigold. In 2006, the carrying amount of Cuerpo Sur, an extension of Pierina, was tested for impairment on completion of the annual life of mine planning process. An impairment charge of $17 million was recorded to reduce the carrying amount to the estimated fair value.

2.

In 2008, we recorded an impairment charge on our investment in Highland Gold ($140 million), on Asset-Backed Commercial Paper ($39 million) and various other investments in junior gold mining companies ($26 million). In 2007, we recorded an impairment charge on Asset-Backed Commercial Paper of $20 million.

c) Other Income

For the years ended December 31	2008		2007		2006
Gains on sale of assets1	$	187	$	2	$	9
Gains on sale of investments2 (note 12)		59		71		6
Royalty income		25		17		10
Non-hedge derivative gains		—		—		2
Currency translation gains		—		—		2
Gain on vend-in to Highland Gold (note 12)		—		—		51
Interest income3		4		2		1
Sale of water rights		4		5		5
Other		12		13		11
	$	291	$	110	$	97

1.	In 2008, we recorded a gain of $167 million on the disposition of royalties to Royal Gold and a gain of $9 on the sale of Doyon royalty. In 2007, we sold certain properties in South America and Australia, including an $8 million gain on the sale of the Paddington Mill. In 2006, we sold certain properties in Canada and Chile.
2.	In 2008, we recorded a gain of $12 million on the sale of our investment in QGX Ltd. We also sold Asset-Backed Commercial Paper for cash proceeds of $49 million and recorded a gain on sale of $42 million. Refer to note 12 for further details.
3.	Represents interest income on our note receivable from NovaGold (note 12).

9 § Income Tax Expense

For the years ended December 31	2008			2007			2006
Current
Canada	$	22		$	(3	)	$	13
International		613			518			444
	$	635		$	515		$	457
Deferred
Canada	$	3		$	19		$	(131	)
International		(146	)		(25	)		46
	$	(143	)	$	(6	)	$	(85	)
Income tax expense before elements below	$	492		$	509		$	372
Net currency translation (gains) losses on deferred tax balances		98			(76	)		(5	)
Canadian tax rate changes		—			64			12
Change in tax status in Australia		—			—			(31	)
Release of end of year valuation allowances — Tanzania		—			(156	)		—
Total expense	$	590		$	341		$	348

Currency Translation

Deferred tax balances are subject to remeasurement for changes in currency exchange rates each period. The most significant balances are Canadian deferred tax assets with a carrying amount of approximately $334 million and Australian and Papua New Guinea net deferred tax liabilities with a carrying amount of approximately $118 million. In 2007, the appreciation of the Canadian and Australian dollar against the US dollar resulted in net translation gains arising totaling $76 million. These gains are included within deferred tax expense/recovery. In 2008, following the strengthening of the US dollar, we recorded translation losses of $98 million.

Canadian Tax Rate Changes

In the second and fourth quarters of 2007 and the second quarter of 2006, federal rate changes were enacted in Canada that lowered the applicable tax rate. The impact of these tax rate changes was to reduce net deferred tax assets in Canada by $64 million in 2007 and $35 million in 2006 that were recorded as a component of deferred income tax expense. Also in second quarter 2006, on change of tax status of a Canadian subsidiary, we recorded a deferred income tax credit of $23 million to reflect the impact on the measurement of deferred income tax assets and liabilities.

102      Notes to Consolidated Financial Statements Barrick Financial Report 2008

Change in Tax Status in Australia

In first quarter 2006, an interpretative decision (“ID”) was issued by the Australia Tax Office that clarified the tax treatment of currency gains and losses on foreign denominated liabilities. Under certain conditions, for taxpayers who have made the functional currency election, and in respect of debt that existed at the time the election was made, the ID provided clarification that unrealized foreign exchange gains that currently exist on intercompany debt will not crystallize upon repayment of the debt. The effect of the ID was recorded as a $31 million reduction of deferred tax liabilities.

Release of Tanzanian Valuation Allowances

In 2007, we released $156 million of end of year deferred tax valuation allowances in Tanzania due to the impact of higher market gold prices.

Reconciliation to Canadian Statutory Rate

For the years ended December 31	2008			2007			2006
At 33.50% (2006 and 2005: 36.12%) statutory rate	$	486		$	535		$	563
Increase (decrease) due to:
Allowances and special tax deductions1		(100	)		(99	)		(55	)
Impact of foreign tax rates2		(82	)		38			(131	)
Expenses not tax-deductible		13			48			14
Impairment charges not tax deductible		227			15			6
Net currency translation (gains)/losses on deferred tax balances		98			(76	)		(5	)
Release of end of year valuation allowances — Tanzania		—			(156	)		—
Release of valuation allowances — Other		(175	)		(88	)		(53	)
Valuation allowances set up against current year tax losses		74			5			7
Impact of changes in tax status in Australia		—			—			(31	)
Canadian tax rate changes		—			64			12
Withholding taxes		21			17			19
Mining taxes		19			19			9
Other items		9			19			(7	)
Income tax expense	$	590		$	341		$	348

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 tax rates different than the Canadian statutory rate. Additionally, we have reinvested earnings and cash flow generated by the Zaldívar mine in Chile to fund a portion of the construction cost of Pascua-Lama. The reinvestment of these earnings and cash flow resulted in a lower tax rate applied for the period. Amounts in 2007 included the impact of losses realized on deliveries into corporate gold sales contracts in a low tax jurisdiction.

10 § Earnings per share

For the years ended December 31 ($ millions, except shares in millions	2008				2007				2006
and per share amounts in dollars)	Basic		Diluted		Basic		Diluted		Basic		Diluted
Income from continuing operations	$	785	$	785	$	1,110	$	1,110	$	1,209	$	1,209
Plus: interest on convertible debentures		—		3		—		2		—		4
Income available to common shareholders and after assumed conversions		785		788		1,110		1,112		1,209		1,213
Income from discontinued operations		—		—		9		9		297		297
Net income	$	785	$	788	$	1,119	$	1,121	$	1,506	$	1,510
Weighted average shares outstanding		872		872		867		867		842		842
Effect of dilutive securities
Stock options		—		4		—		3		—		4
Convertible debentures		—		9		—		9		—		9
		872		885		867		879		842		855
Earnings per share
Income from continuing operations	$	0.90	$	0.89	$	1.28	$	1.27	$	1.44	$	1.42
Net income	$	0.90	$	0.89	$	1.29	$	1.28	$	1.79	$	1.77

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      103

Earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if additional common shares are assumed to be issued under securities that entitle their holders to obtain common shares in the future. For stock options, the number of additional shares for inclusion in diluted earnings per share calculations is determined using the treasury stock method. Under this method, stock options, whose exercise price is less than the average market price of our common shares, are assumed to be exercised and the proceeds are used to repurchase common shares at the average market price for the period. The incremental number of common shares issued under stock options and repurchased from proceeds is included in the calculation of diluted earnings per share. For convertible debentures, the number of additional shares for inclusion in diluted earnings per share calculations is determined using the as if converted method. The incremental number of common shares issued is included in the number of weighted average shares outstanding and interest on the convertible debentures is excluded from the calculation of income.

11 § Cash Flow — Other Items

a) Operating Cash Flows — Other Items

For the years ended December 31	2008			2007			2006
Adjustments for non-cash income statement items:
Currency translation (gains) losses (notes 8a and 8c)	$	30		$	1		$	(2	)
Amortization of discount/premium on debt securities (note 20b)		(7	)		(3	)		(12	)
Amortization of debt issue costs (note 20b)		7			9			12
Stock option expense (note 27a)		25			25			27
Equity in investees (note 12)		64			43			4
Gain on sale of investments (note 8c)		(59	)		(71	)		(6	)
Losses on write-down of inventory (note 13)		68			13			28
Non-controlling interests (note 2b)		12			(14	)		(1	)
Net change in operating assets and liabilities, excluding inventory		(128	)		(7	)		51
Revisions to AROs at closed mines (note 22)		9			6			53
Settlement of AROs (note 22)		(40	)		(33	)		(32	)
Non-hedge derivative gold options		—			30			14
Hedge losses on acquired gold hedge position		(2	)		2			165
Gain on Highland vend-in (note 8c)		—			—			(51	)
Income from discontinued operations		—			(9	)		(297	)
Other net operating activities	$	(21	)	$	(8	)	$	(47	)
Operating cash flow includes payments for:
Pension plan contributions (note 28a)	$	47		$	49		$	36
Cash interest paid (note 20b)	$	213		$	236		$	211

b) Investing Cash Flows — Other Items

For the years ended December 31	2008			2007			2006
Loans to joint venture partners	$	(4	)	$	(47	)	$	—
Purchase of land and water rights		(16	)		—			—
Purchases of royalties		(42	)		—			—
Funding for equity investees		(99	)		—			—
Decrease in restricted cash (note 14)		18			19			—
Non-hedge derivative copper options		—			(23	)		—
Other		(27	)		9			17
Other net investing activities	$	(170	)	$	(42	)	$	17

c) Non-Cash Investing and Financing Activities

Placer Dome Acquisition

In 2006, we purchased all of the common shares of Placer Dome for $10,054 million, of which $8,761 million was share consideration (see note 3f). In conjunction with the acquisition, liabilities were assumed as follows:

Fair value of assets acquired1	$	15,346
Consideration paid		10,054
Liabilities assumed2	$	4,830

1.	Includes cash of $1,102 million.
2.	Includes debt obligations of $1,252 million (note 20b).

104      Notes to Consolidated Financial Statements Barrick Financial Report 2008

Vend-in of Assets to Highland Gold (“Highland”)

In 2006, we exchanged various interests in mineral properties for 34.3 million Highland shares with a value of $95 million at the time of closing of the transaction (see note 12).

Sale of South Deep

In 2006, we sold the South Deep mine to Gold Fields Limited (“Gold Fields”) for $1,517 million. The proceeds included 18.7 million Gold Fields common shares with a value of $308 million (see note 3i).

12 § Investments

At December 31	2008		2007
Available-for-sale securities	$	31	$	96
Held-to-maturity securities		—		46
Other investments		29		—
Equity investments		1,085		1,085
	$	1,145	$	1,227

At December 31			2008					2007
			Gains					Gains
	Fair		(losses)			Fair		(losses)
	value1		in OCI			value		in OCI
Available-for-sale securities
Securities in an unrealized gain position
Allied Gold	$	6	$	1		$	—	$	—
QGX Ltd.		—		—			13		6
Midway Gold Corp.		3		—			17		9
Other equity securities		6		2			43		26
		15		3			73		41
Securities in an unrealized loss position
Benefit plans2
Fixed-income	$	2	$	—		$	4	$	—
Equity		7		(3	)		14		1
Other equity securities3		7		(2	)		5		(1	)
		16		(5	)		23		—
		31		(2	)		96		41
Held-to-maturity securities
Asset-Backed
Commercial Paper		—		—			46		—
Other investments
Long-term loan receivable from Yokohama Rubber Co. Ltd.4		29		—			—		—
	$	60	$	(2	)	$	142	$	41

1.	Refer to note 21 for further information on the measurement of fair value.
2.	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.
3.	Other equity securities in a loss position consist of investments in various junior mining companies.
4.	The long-term loan receivable is measured at amortized cost.

Accounting Policy for Available-for-Sale Securities

Available-for-sale securities are recorded at fair value with unrealized gains and losses recorded in other comprehensive income (“OCI”). Realized gains and losses are recorded in earnings when investments mature or on sale, calculated using the average cost of securities sold. If the fair value of an investment declines below its carrying amount, we undertake an assessment of whether the impairment is other than temporary. We consider all relevant facts and circumstances in this assessment, particularly: the length of time and extent to which fair value has been less than the carrying amount; the financial condition and near-term prospects of the investee, including any specific events that have impacted its fair value; both positive and negative evidence that the carrying amount is recoverable within a reasonable period of time; and our ability and intent to hold the investment for a reasonable period of time sufficient for an expected recovery of the fair value up to or beyond the carrying amount. We record in earnings any unrealized declines in fair value judged to be other than temporary.

Available-for-Sale Securities Continuity

	Gold Fields			NovaGold			Other			Total
January 1, 2006	$	—		$	—		$	62		$	62
Purchases		—			218			27			245
Received in consideration for sale of South Deep (note 3i)		308			—			—			308
Sales proceeds		—			—			(46	)		(46	)
Mark-to-market adjustments		6			13			58			77
January 1, 2007		314			231			101			646
Purchases		—			—			11			11
Sales proceeds		(356	)		(221	)		(48	)		(625	)
Mark-to-market adjustments		42			(10	)		32			64
January 1, 2008		—			—			96			96
Purchases		—			—			18			18
Sales proceeds		—			—			(26	)		(26	)
Mark-to-market adjustments		—			—			(57	)		(57	)
December 31, 2008	$	—		$	—		$	31		$	31

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      105

Gold Fields Limited (“Gold Fields”)

The investment in Gold Fields was acquired on December 1, 2006, as partial consideration for the sale of our interest in South Deep and was recorded net of an initial liquidity discount of $48 million to reflect a 120-day restriction on our ability to trade the shares. During 2007, we sold our entire position of 18.7 million shares for proceeds of $356 million and recorded a gain of $48 million.

NovaGold Resources Inc. (“NovaGold”)

During 2007, we sold our entire investment in NovaGold for proceeds of $221 million and we recorded a gain of $3 million on the sale.

Asset-Backed Commercial Paper (“ABCP”)

In 2007, we recorded impairment charges of $20 million, resulting in a carrying value of $46 million at the end of 2007. An additional $39 million impairment charge was recorded in 2008, resulting in cumulative impairments totaling $59 million and a carrying value of $7 million. Subsequently, we reached an agreement with a third party to sell $66 million of our Asset Backed Commercial Paper (“ABCP”). We received $49 million in proceeds from this sale resulting in a recovery of $42 million which was recorded in Other income.

Agreement with Yokohama Rubber Co. Ltd. (“Yokohama”)

In 2008, we advanced $35 million (“the loan”) to Yokohama to fund expansion of their production facility and secure a guaranteed supply of OTR tires. Interest on the loan is receivable at a lower than market rate, due to the benefit of the supply agreement, and is compounded annually. The principal amount and accrued interest is to be repaid in full no later than seven years from the initial date of the loan. In the event that Barrick does not satisfy certain minimum monthly purchase commitments, Yokohama has the right to apply the dollar value of the purchase shortfall against the principal balance of the loan.

     The loan was initially recorded at its fair value, based on an estimated market borrowing rate for a comparable loan without the related tire supply agreement. After initial recognition, the loan is recorded at amortized cost and interest income is recognized at an effective rate of 6%. We determined that the supply contract component of the agreement is an intangible asset with an initial fair value of $8 million. The intangible asset is amortized on a straight line basis over its useful life.

Equity Method Investment Continuity

	Highland			Atacama			Cerro Casale			Donlin Creek			Other			Total
At January 1, 2006	$	131		$	—		$	—		$	—		$	7		$	138
Purchases		—			123			—			—			1			124
Vend-in		71			—			—			—			—			71
Equity pick-up		(3	)		—			—			—			(1	)		(4	)
Capitalized interest		—			1			—			—			—			1
Impairment charges		—			—			—			—			(2	)		(2	)
At January 1, 2007		199			124			—			—			5			328
Acquired under Arizona Star acquisition		—			—			732			—			—			732
Reclassifications		—			—			—			64			(4	)		60
Equity pick-up		(30	)		(14	)		—			—			1			(43	)
Capitalized interest		—			8			2			—			—			10
Impairment charges		—			—			—			—			(2	)		(2	)
At January 1, 2008		169			118			734			64			—			1,085
Purchases		1			—			41			—			—			42
Funding		—			62			1			27			9			99
Equity pick-up		5			(32	)		(11	)		(17	)		(9	)		(64	)
Elimination of non-controlling interest and inter-company loans		—			—			8			—			—			8
Capitalized interest		—			9			42			4			—			55
Impairment charges		(140	)		—			—			—			—			(140	)
At December 31, 2008	$	35		$	157		$	815		$	78		$	—		$	1,085
Publicly traded	Yes			No			No			No

106      Notes to Consolidated Financial Statements Barrick Financial Report 2008

Accounting Policy for Equity Method Investments

Under the equity method, we record our equity share of the income or loss of equity investees each period. On acquisition of an equity investment, the underlying identifiable assets and liabilities of an equity investee are recorded at fair value and the income or loss of equity investees is based on these fair values. For an investment in a company that represents a business, if the cost of any equity investment exceeds the total amount of the fair value of identifiable assets and liabilities, any excess is accounted for in a manner similar to goodwill, with the exception that an annual goodwill impairment test is not required. Additional funding into an investee is recorded as an increase in the carrying value of the investment. The carrying amount of each investment in a publicly traded equity investee is evaluated for impairment using the same method as an available-for-sale security.

     Our investments in non-publicly traded equity investees are exploration and development projects; therefore, we assess if there has been a potential impairment triggering event for an other-than-temporary impairment by: testing the underlying assets of the equity investee for recoverability; and assessing if there has been a change in our mining plan or strategy for the project. If we determine underlying assets are recoverable and no other potential impairment conditions were identified, then our investment in the non-publicly traded equity investee is carried at cost. If the other underlying assets are not recoverable, we record an impairment charge equal to the difference between the carrying amount of the investee and its fair value. Where reliable information is available, we determine fair value based on the present value if cash flows are expected to be generated by the investee. Where reliable cash flow information is not available, we determine fair value using a market approach.

Highland Gold Mining Ltd. (“Highland”)

In 2006, we acquired 34.3 million common shares as part of a vend-in transaction. On closing of this transaction, the fair value of Highland common shares exceeded the carrying amount of assets exchanged by $76 million. We recorded this difference as a gain of $51 million in Other income and the balance of $25 million as a reduction in the carrying amount of our investment in Highland.

     In 2007, Highland announced the issue of 130.1 million new shares for $400 million, decreasing our ownership stake in Highland to 20.4%. The equity was purchased by Millhouse LLC (“Millhouse”) in two tranches. On completion of the transactions, Millhouse was entitled to appoint 3 of 9 Directors to the Board and the CEO of Highland who will not serve on the Board. Our ability to appoint Directors has been reduced from 3 to 2. We continue to account for the investment using the equity method of accounting.

     In 2008, we recorded an impairment charge of $140 million against the carrying value at December 31, 2008 of Highland following an other-than-temporary decline in the market value of its publicly traded shares.

Donlin Creek

In 2006, as part of the acquisition of Placer Dome, we acquired an interest in the Donlin Creek project. In 2007, we restructured our agreement with our joint venture partner and formed a limited liability company, Donlin Creek LLC, to advance the Donlin Creek project. We determined that we share joint control with NovaGold, and that Donlin Creek LLC is a VIE. Neither party is the primary beneficiary as we jointly share in the expected earnings or losses of the project. We use the equity method of accounting for our investment in Donlin Creek. The initial cost of our investment in Donlin Creek was $64 million and represents the cost basis of assets transferred into the limited liability company.

     Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Donlin Creek, which totaled $78 million and accounts receivable from our partner totaling a further $56 million that are collateralized against NovaGold’s interest in the value of Donlin Creek as of December 31, 2008.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      107

Atacama Copper Pty Limited (“Atacama Copper”)

In 2006, we acquired a 50% interest in Atacama Copper. The other 50% interest in Atacama Copper is owned by Antofagasta plc. Atacama Copper is responsible for advancing the Reko Diq project.

     We determined that we share joint control with Antofagasta, and that Atacama is a VIE. Neither party is the primary beneficiary as we jointly share in the expected earnings or losses of the project. We use the equity method of accounting for our investment.

     Our maximum exposure to loss in this entity is limited to our investment in Atacama, which totaled $157 million as of December 31, 2008, and amounts we will prospectively fund for Atacama’s interim exploration program.

Compañía Minera Casale (“Cerro Casale”)

During 2008, we completed our acquisition of Arizona Star for $732 million. Arizona Star has an interest in the entity that holds the Cerro Casale deposit. We determined that we share joint control with Kinross and that Cerro Casale is a VIE. Neither party is the primary beneficiary as we jointly share in the expected earnings or losses of the project. We use the equity method of accounting for Arizona Star’s investment in Cerro Casale. Our maximum exposure to loss in this entity is limited to our investment in Cerro Casale, which totaled $815 million as of December 31, 2008.

13 § Inventories

	Gold						Copper
At December 31	2008			2007			2008			2007
Raw materials
Ore in stockpiles	$	825		$	698		$	41		$	63
Ore on leach pads		161			149			189			81
Mine operating supplies		434			351			34			20
Work in process		188			109			8			5
Finished products
Gold doré/bullion		65			87			—			—
Copper cathode		—			—			13			9
Copper concentrate		—			—			18			16
Gold concentrate		21			40			—			—
		1,694			1,434			303			194
Non-current ore in stockpiles1		(595	)		(414	)		(93	)		(85	)
	$	1,099		$	1,020		$	210		$	109

1. Ore that we do not expect to process in the next 12 months is classified within other assets.

Accounting Policy for Inventory

Material extracted from our mines is classified as either ore or waste. Ore represents material that, at the time of extraction, we expect to process into a saleable form, and sell at a profit. Ore is recorded as an asset that is classified within inventory as material is extracted from the open pit or underground mine. Ore is accumulated in stockpiles that are subsequently processed into gold/copper 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/copper. Gold/copper work in process represents gold/copper in the processing circuit that has not completed the production process, and is not yet in a saleable form.

     Gold and copper ore contained in stockpiles is measured by estimating the number of tons added and removed from the stockpile, and the associated estimate of gold and copper contained therein (based on assay data) and applying estimated metallurgical recovery rates (based on the expected processing method). Stockpile ore tonnages are verified by periodic surveys. Costs are allocated to ore stockpiles based on quantities of material stockpiled using current mining costs incurred up to the point of stockpiling the ore and including allocations of waste mining costs, overheads, depreciation, depletion and amortization relating to mining operations. As ore is processed, costs are removed based on recoverable quantities of gold and/or copper and each stockpile’s average cost per unit. Ore stockpiles are reduced by provisions required to reduce inventory to net realizable value.

     We record gold in process, gold doré and gold in concentrate form at average cost, less provisions required to reduce inventory to market value. 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. Costs capitalized to in process and finished goods inventory include the cost of stockpiles processed; direct and indirect materials and consumables; direct labor; repairs and maintenance; utilities; amortization of property, plant and equipment; and local mine administrative expenses. Costs are removed from inventory and recorded in cost of sales and amortization expense based on the average cost per ounce of gold in inventory. Mine operating supplies are recorded at the lower of purchase cost and market value.

108      Notes to Consolidated Financial Statements Barrick Financial Report 2008

     We record provisions to reduce inventory to net realizable value, to reflect changes in economic factors that impact inventory value or to reflect present intentions for the use of slow moving and obsolete supplies inventory.

For the years ended December 31	2008		2007		2006
Inventory impairment charges	$	68	$	13	$	28

Ore on leach pads

The recovery of gold and copper from certain oxide ores is achieved through the heap leaching process. Our Pierina, Lagunas Norte, Veladero, Cortez, Bald Mountain, Round Mountain, Ruby Hill and Marigold mines all use a heap leaching process for gold and our Zaldívar mine uses a heap leaching process for copper. Under this method, ore is placed on leach pads where it is treated with a chemical solution, which dissolves the gold or copper contained in the ore. The resulting “pregnant” solution is further processed in a plant where the gold or copper is recovered. For accounting purposes, costs are added to ore on leach pads based on current mining and leaching costs, including applicable depreciation, depletion and amortization relating to mining operations. Costs are removed from ore on leach pads as ounces or pounds are recovered based on the average cost per recoverable ounce of gold or pound of copper on the leach pad.

     Estimates of recoverable gold or copper on the leach pads are calculated from the quantities of ore placed on the leach pads (measured tons added to the leach pads), the grade of ore placed on the leach pads (based on assay data) and a recovery percentage (based on ore type). In general, leach pads recover between 35% and 95% of the ounces or pounds placed on the pads.

     Although the quantities of recoverable gold or copper placed on the leach pads are reconciled by comparing the grades of ore placed on pads to the quantities of gold or copper actually recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, the metallurgical balancing process is frequently monitored and estimates are refined based on actual results over time. Historically, our operating results have not been materially impacted by variations between the estimated and actual recoverable quantities of gold or copper on our leach pads. At December 31, 2008, the weighted average cost per recoverable ounce of gold and recoverable pound of copper on leach pads was $439 per ounce and $1.07 per pound, respectively (2007: $287 per ounce of gold and $0.39 per pound of copper). Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis.

     The ultimate recovery of gold or copper from a leach pad will not be known until the leaching process is concluded. Based on current mine plans, we expect to place the last ton of ore on our current leach pads at dates for gold ranging from 2009 to 2024 and for copper ranging from 2014 to 2020. Including the estimated time required for residual leaching, rinsing and reclamation activities, we expect that our leaching operations will terminate within a period of up to six years following the date that the last ton of ore is placed on the leach pad.

     The current portion of ore inventory on leach pads is determined based on estimates of the quantities of gold or copper at each balance sheet date that we expect to recover during the next 12 months.

Ore in Stockpiles

At December 31	2008		2007		Year1
Gold
Goldstrike
Ore that requires roasting	$	375	$	320		2034
Ore that requires autoclaving		47		67		2010
Kalgoorlie		74		75		2020
Porgera		113		88		2022
Cowal		70		36		2020
Veladero		24		23		2024
Cortez		54		19		2012
Turquoise Ridge		12		15		2031
Other		56		55
Copper
Zaldívar		41		63		2021
	$	866	$	761

1. Year in which we expect to fully process the ore in stockpiles.

Purchase Commitments

At December 31, 2008, we had purchase obligations for supplies and consumables of approximately $1,164 million.

14 § Accounts Receivable and Other Current Assets

At December 31	2008		2007
Accounts receivable
Amounts due from concentrate sales	$	8	$	19
Amounts due from copper cathode sales		42		89
Other receivables		147		148
	$	197	$	256
Other current assets
Derivative assets (note 20c)	$	817	$	334
Goods and services taxes recoverable		153		161
Restricted cash		113		131
Prepaid expenses		47		40
Other		39		41
	$	1,169	$	707

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      109

15 § Property, Plant and Equipment

				Exploration
	Assets			properties,
	subject to			capital projects			Construction			Accumulated
	amortization1,2			and VBPP			in progress3			amortization			Total
At January 1, 2007	$	13,410		$	1,494		$	404		$	(6,919	)	$	8,389
Additions/disposals		778			84			—			20			882
Acquisitions		145			135			—			—			280
Capitalized interest		16			97			—			—			113
Amortization		—			—			—			(1,004	)		(1,004	)
Reclassification4		—			(66	)		—			—			(66	)
Transfers between categories5		189			(198	)		—			—			(9	)
At January 1, 2008	$	14,538		$	1,546		$	404		$	(7,903	)	$	8,585
Additions/disposals		611			756			626			(155	)		1,838
Acquisitions		1,609			409			—			—			2,018
Capitalized interest		57			110			—			—			167
Amortization		—			—			—			(990	)		(990	)
Impairments		(71	)		—			—			—			(71	)
Transfers between categories5		481			(209	)		(272	)		—			—
At December 31, 2008	$	17,225		$	2,612		$	758		$	(9,048	)	$	11,547

1.	Represents capitalized reserve acquisition and development costs and buildings, plant and equipment. 2. Includes assets under capital leases, leach pads and tailings dams.
3.	Includes construction in process for tangible assets at operating mines and deposits on long lead items. Once the asset is available for use, it is transferred to Buildings, plant and equipment and amortized over its estimated useful life.
4.	Represents the reclassification of Donlin Creek to equity investments.
5.	Includes construction in process that is transferred to Buildings, plant and equipment as the asset is available for use and Value beyond proven and probable reserves (“VBPP”) that is transferred to capitalized reserve acquisition and development costs, once mineralized material is converted into proven and probable reserves.

a) Accounting Policy for Property, Plant and Equipment

Capitalized Reserve Acquisition Costs

We capitalize the cost of acquisition of land and mineral rights. On acquiring a mineral or petroleum and natural gas property, we estimate the fair value of proven and probable reserves, and we record these amounts as assets at the date of acquisition. When production begins, capitalized reserve acquisition costs are amortized using the “units-of-production” method, whereby the numerator is the number of ounces of gold/pounds of copper/barrels of oil equivalent (boe) produced and the denominator is the estimated recoverable ounces of gold/pounds of copper/boe contained in proven and probable reserves.

Capitalized Development Costs

Capitalized development costs include the costs of removing overburden and waste materials at our open pit mining operations prior to the commencement of production; costs incurred to access reserves at our underground mining operations; drilling and related costs incurred that meet the definition of an asset (refer to note 7 for capitalization criteria for drilling and related costs), and qualifying development costs incurred at our petroleum and natural gas properties.

     The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as “pre-stripping costs”. Pre-stripping costs are capitalized during the development of an open pit mine. Where a mine operates several open pits that utilize common processing facilities, we capitalize the pre-stripping costs associated with each pit. The production phase of an open pit mine commences when saleable materials, beyond a de minimus amount, are produced. Strip -ping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory to be recognized as a component of cost of sales in the same period as the revenue from the sale of inventory. Capitalized pre-stripping costs are amortized using the units-of-production method, whereby the denominator is the estimated recoverable ounces of gold/ pounds of copper in the associated open pit.

     At our 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, which could in some cases be up to 25 years. These underground development costs are capitalized as incurred. Costs incurred and capitalized to enable access to specific ore blocks or areas of the mine, and which only

110      Notes to Consolidated Financial Statements Barrick Financial Report 2008

provide an economic benefit over the period of mining that ore block or area, are amortized using the units-of-production method, whereby the denominator is estimated recoverable ounces of gold/pounds of copper contained in proven and probable reserves within that ore block or area. If capitalized underground development costs provide an economic benefit over the entire mine life, the costs are amortized using the units-of-production method, whereby the denominator is the estimated recoverable ounces of gold/pounds of copper contained in total accessible proven and probable reserves.

     For our petroleum and natural gas properties, we follow the successful efforts method of accounting, whereby exploration expenditures which are either general in nature or related to an unsuccessful drilling program are written off. Only costs which relate directly to the discovery and development of specific commercial oil and gas reserves are capitalized as development costs and amortized using the units-of-production method, whereby the denominator is the estimated recoverable amount of boe.

Buildings, Plant and Equipment

We record buildings, plant and equipment at cost, which includes all expenditures incurred to prepare an asset for its intended use. Cost includes the purchase price; brokers’ commissions; and installation costs including architectural, design and engineering fees, legal fees, survey costs, site preparation costs, freight charges, transportation insurance costs, duties, testing and preparation charges. In addition, if the cost of an asset acquired other than through a business combination is different from its tax basis on acquisition, the cost is adjusted to reflect the related future income tax consequences.

     We capitalize costs that extend the productive capacity or useful economic life of an asset. Costs incurred that do not extend the productive capacity or useful economic life of an asset are considered repairs and maintenance and expensed as incurred. We amortize the capitalized cost of assets less any estimated residual value, using the straight line method over the estimated useful economic life of the asset based on their expected use in our business. The longest estimated useful economic life for buildings and equipment at ore processing facilities is 25 years and for mining equipment is 15 years. Depreciation of oil and gas plants and related facilities is calculated using the units-of-production method.

     In the normal course of our business, we have entered into certain leasing arrangements whose conditions meet the criteria for the leases to be classified as capital leases. For capital leases, we record an asset and an obligation at an amount equal to the present value at the beginning of the lease term of minimum lease payments over the lease term. In the case of our capital leasing arrangements, there is transfer of ownership of the leased assets to us at the end of the lease term and therefore we amortize these assets on a basis consistent with our other owned assets.

Exploration Properties and Capital Projects

The amounts capitalized to exploration and development projects comprise the cost of mineral interests acquired either as individual asset purchases or as part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material contained in such properties. Exploration and development stage mineral interests represent interests in properties that contain proven and probable reserves or are believed to potentially contain mineralized material consisting of (i) other mineralized material such as measured, indicated and inferred material within pits; (ii) other mine exploration potential such as inferred material not immediately adjacent to existing reserves and mineralization but located within the immediate mine area; (iii) other mine-related exploration potential that is not part of measured, indicated or inferred material greenfield exploration potential; (v) any acquired right to explore or extract a potential mineral deposit. Amounts capitalized to capital projects include costs associated with the construction of tangible assets, such as processing plants, permanent housing facilities and other tangible infrastructure associated with the project.

Value Beyond Proven and Probable Reserves (“VBPP”)

On acquisition of mineral property, we prepare an estimate of the fair value of the resources and exploration potential of that property and record this amount as an asset (“VBPP”) as at the date of acquisition. At the time mineralized material is converted into proven and probable reserves, we classify any associated VBPP, which is not subject to amortization, as a component of amounts allocated to proven and probable reserves, which are subject to amortization. As part of our annual business cycle, we prepare estimates of proven and probable gold and copper mineral reserves for each mineral property. The change in reserves,

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      111

net of production is, among other things, used to determine the amount to be converted from VBPP to proven and probable reserves. For the year ended December 31, 2008, we transferred $178 million of VBPP to proven and probable reserves (2007: $54 million). In 2008, we added $381 million to VBPP on acquiring the additional 40% of Cortez, based on the preliminary purchase price allocation.

Exploration Properties, Capital Projects and VBPP

	Carrying amount		Carrying amount
	at December 31,		at December 31,
	2008		2007
Exploration projects and other land positions
PNG land positions	$	171	$	135
Value beyond proven and probable reserves at producing mines		525		322
Capital projects
Pascua-Lama		777		609
Pueblo Viejo		439		140
Sedibelo		123		81
Buzwagi		495		224
Punta Colorado Wind Farm		82		35
	$	2,612	$	1,546

Capitalized Interest

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 exploration properties and capital projects prior to when production begins while exploration, development or construction activities are in progress. We also capitalize interest costs on the cost of certain equity method investments, wherein the only significant assets are exploration properties or capital projects, and while exploration, development or construction activities are in progress.

Gold and Copper Mineral Reserves

At the end of each fiscal year, as part of our annual business cycle, we prepare estimates of proven and probable gold and copper mineral reserves for each mineral property, including the transfer of amounts allocated to VBPP to proven and probable reserves subject to amortization. We prospectively revise calculations of amortization of property, plant and equipment. The effect of changes in reserve estimates and transfers of VBPP amounts to proven and probable reserves subject to amortization on amortization expense for 2008 was a decrease of $52 million (2007: $31 million increase; 2006: $75 million decrease).

b) Amortization and Accretion

	2008		2007		2006
Amortization	$	990	$	1,004	$	735
Accretion (note 22)		43		50		39
	$	1,033	$	1,054	$	774

c) Impairment Evaluations

Producing Mines, Capital Projects and Petroleum & Natural Gas 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, capital projects and petroleum and natural gas properties, the individual mine/project/property is included in a single group for impairment testing purposes. If there are indications that impairment may have occurred at a particular mine site/capital project/petroleum and natural gas property, we compare the sum of the undiscounted cash flows expected to be generated from that mine site/capital project/petroleum and natural gas property to its carrying amount, including goodwill. If the sum of undiscounted cash flows is less than the carrying amount, an impairment loss is recognized if the carrying amount of the individual long-lived assets within the group exceeds their fair values.

     Long-lived assets subject to potential impairment at mine sites/capital projects/petroleum and natural gas properties include buildings, plant and equipment, and capitalized reserve acquisition and development costs and VBPP. For impairment assessment purposes, the estimated fair value of buildings, plant and equipment is based on a combination of current depreciated replacement cost and current market value. The estimated fair value of capitalized reserve acquisition, development costs and VBPP is determined using an income approach which measures the present value of the related cash flows expected to be derived from the asset.

     As at December 31, 2008, we decreased our long-term gold and copper price assumptions, which we determined was, in combination with an overall downturn in the economy, a triggering event to test the long-lived assets at all of our mines/projects/properties for impairment. As a result we identified our Marigold gold mine in North America, our Henty and Kanowna gold mines, and Osborne copper mine in Australia as being potentially impaired. Consequently, we compared the estimated fair value of the individual long-lived assets to their carrying amount and noted impairments of: Marigold $12 million and Osborne $57 million; and no impairments at Kanowna or Henty.

112      Notes to Consolidated Financial Statements Barrick Financial Report 2008

Exploration Projects

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 determine that a potential impairment condition may exist, we compare the sum of the undiscounted cash flows expected to be generated from the project to its carrying amount. If the sum of undiscounted cash flows is less than the carrying amount, an impairment charge is recognized if the carrying amount of the individual long-lived assets within the group exceeds their fair value. For projects that do not have reliable cash flow projections, a market approach is applied. We are continuing with our current exploration projects as planned and have not noted any indications of impairment.

d) Capital Commitments

In addition to entering into various operational commitments in the normal course of business, we had commitments of approximately $552 million at December 31, 2008 for construction activities at our capital projects.

e) Insurance

We purchase insurance coverage for certain insurable losses, subject to varying deductibles, at our mineral properties including losses such as property damage and business interruption. We record losses relating to insurable events as they occur. Proceeds receivable from insurance coverage are recorded at such time as receipt is probable and the amount receivable is fixed or determinable.

Insurance Proceeds

	2008		2007		2006
Cost of sales	$	30	$	16	$	—
Other income		2		—		—
Discontinued operations		—		21		12
	$	32	$	37	$	12

16 § Intangible Assets

For the years ended December 31			2008						2007
	Gross carrying		Accumulated		Net carrying		Gross carrying		Accumulated		Net carrying
	amount		amortization		amount		amount		amortization		amount
Water rights1	$	48	$	—	$	48	$	28	$	—	$	28
Technology2		17		—		17		17		—		17
Supply contracts3		23		21		2		23		15		8
Royalties4		—		—		—		17		2		15
Supply agreement5		8		—		8		—		—		—
	$	96	$	21	$	75	$	85	$	17	$	68
Aggregate period amortization expense	$	—	$	6	$	—	$	—	$	7	$	—
For the years ended December 31			2009		2010		2011		2012		2013
Estimated aggregate amortization expense			$	3	$	1	$	1	$	1	$	1

1.	Water rights in South America ($38 million) and Africa ($10 million) are subject to annual impairment testing and will be amortized when used in the future.
2.	The amount will be amortized using the units-of-production method over the estimated proven and probable reserves of the Pueblo Viejo mine, with no assumed residual value.
3.	Supply contracts are being amortized over the weighted average contract lives of 4–10 years, with no assumed residual value.
4.	In 2008, we sold the Mulatos royalty as part of the sale of non-core royalties to Royal Gold (note 3G). The Mulatos royalty had a carrying value of $15 million, net of accumulated amortization of $ 2 million.
5.	The supply agreement with Yokohama Rubber Company to secure a supply of tires will be amortized evenly over the 120-month term of the agreement.

Accounting Policy for Intangible Assets

Intangible assets acquired as part of an acquisition of a business are recognized separately from goodwill if the asset is separable or arises from contractual or legal rights. Intangible assets are also recognized when acquired individually or with a group of other assets.

     Intangible assets are initially recorded at their estimated fair value. Intangible assets with a finite life are amortized over their useful economic lives on a straight line or units-of-production basis, as appropriate. Intangible assets having indefinite lives and intangible assets that are not yet ready for use are not amortized and are reviewed annually for impairment.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     113

17 § Goodwill

	Gold											Copper					Other
	North						South								South		Barrick
	America			Australia			America		Africa			Australia			America		Energy			Total
Opening balance, January 1, 2007	$	2,423		$	1,811		$	441	$	373		$	64		$	743	$	—		$	5,855
Additions1		—			34			—		—			—			—		—			34
Impairments2		(42	)		—			—		—			—			—		—			(42	)
Closing balance, December 31, 2007	$	2,381		$	1,845		$	441	$	373		$	64		$	743	$	—		$	5,847
Additions3		23			—			—		—			—			—		96			119
Other4		—			—			—		—			—			—		(8	)		(8	)
Impairments5		(8	)		(302	)		—		(216	)		(64	)		—		(88	)		(678	)
Closing balance, December 31, 2008	$	2,396		$	1,543		$	441	$	157		$	—		$	743	$	—		$	5,280

1.	Represents goodwill acquired as a result of the acquisition of an additional 20% interest in Porgera. This goodwill is expected to be deductible for income tax purposes (note 3d).
2.	Impairment charges recorded in 2007 related to the Golden Sunlight ($35 million) and Eskay Creek ($7 million) mines, as a result of our annual goodwill impairment test. The goodwill impairment charges are primarily due to the short remaining lives of these mines.
3.	Represents goodwill acquired as a result of the acquisitions of an additional 40% interest in Cortez ($20 million), an additional 40% interest in Storm ($3 million) and Barrick Energy ($96 million). See note 3.
4.	Represents the impact of foreign exchange rate changes on the translation of Barrick Energy from CAD$ to US$.
5.	Impairment charges recorded in 2008 related to Kanowna ($272 million), North Mara ($216 million), Barrick Energy ($88 million), Osborne ($64 million), Henty ($30 million) and Marigold ($8 million).

Accounting Policy for Goodwill and Goodwill Impairment

Under the purchase method, the costs of business acquisitions are allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of purchase cost over the net fair value of identified tangible and intangible assets and liabilities acquired represents goodwill that is allocated to reporting units. We believe that goodwill arises principally because of the following factors: 1) The going concern value implicit in our ability to sustain and/or grow our business by increasing reserves and resources through new discoveries; 2) The ability to capture unique synergies that can be realized from managing a portfolio of both acquired and existing mines and mineral properties in our regional business units; and 3) the requirement to record a deferred tax liability for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in a business combination at amounts that do not reflect fair value.

     Each individual mineral property that is an operating mine is a reporting unit for goodwill impairment testing purposes. On an annual basis, as at October 1, and at any other time if events or changes in circumstances indicate that the fair value of a reporting unit has been reduced below its carrying amount, we evaluate the carrying amount of goodwill for potential impairment. In 2008, we determined that due to volatile economic conditions it was appropriate to reassess the carrying amount of goodwill for potential impairment as at December 31.

     There is no active market for our reporting units. Consequently, when assessing a reporting unit for potential goodwill impairment, we use an income approach (being the net present value of expected future cash flows or net asset value (“NAV”) of the relevant reporting unit) to determine the fair value we could receive for the reporting unit in an arm’s length transaction at the measurement date. Expected future cash flows are based on a probability-weighted approach applied to potential outcomes. Estimates of expected future cash flow reflect estimates of projected future revenues, cash costs of production and capital expenditures contained in our long-term life of mine (“LOM”) plans, which are updated for each reporting unit in the fourth quarter of each fiscal year.

     Our LOM plans are based on detailed research, analysis and modeling to optimize the internal rate of return generated from each reporting unit. As such, these plans consider the optimal level of investment, overall production levels and sequence of extraction taking into account all relevant characteristics of the ore body, including waste to ore ratios, ore grades, haul distances, chemical and metallurgical properties impacting process recoveries and capacities of available extraction, haulage and processing equipment. Therefore, the LOM plan is the appropriate basis for forecasting production output in each future year and the related production costs and capital expenditures.

114     Notes to Consolidated Financial Statements Barrick Financial Report 2008

     Projected future revenues reflect the forecasted future production levels at each of our reporting units as detailed in our LOM plans. Included in these forecasts is the production of mineral resources that do not currently qualify for inclusion in proven and probable ore reserves where there is a high degree of confidence in its economic extraction. This is consistent with the methodology we use to measure value beyond proven and probable reserves when allocating the purchase price of a business combination to acquired mining assets, and is therefore consistent with the provisions of EITF 04-3, Mining Assets: Impairment and Business Combinations.

     Projected future revenues also reflect our estimated long-term metals prices, which are determined based on current prices, an analysis of the expected total production costs of the producers and forward pricing curves of the particular metal and forecasts of expected long-term metals prices prepared by analysts. These estimates often differ from current price levels, but our methodology is consistent with how a market participant would assess future long-term metals prices. In 2008, we have used an estimated future gold price of $850 per ounce (2007: $800), and estimated year one and long-term copper prices of $1.50 and $2.00 per pound, respectively (2007: $3.25 year one and $2.00 long-term).

     Our estimates of future cash costs of production and capital expenditures are based on the LOM plans for each reporting unit. Costs incurred in currencies other than the US dollar are translated to US dollars using expected long-term exchange rates based on the relevant forward pricing curve. Oil prices are a significant component, both direct and indirect, of our expected cash costs of production. We have used an estimated average oil price of $75 per barrel, which is based on the spot price, forward pricing curve, and long-term oil price forecasts prepared by analysts.

     The discount rate applied to present value the net future cash flows is based upon our real weighted average cost of capital with an appropriate adjustment for the remaining life of a mine and risks associated with the relevant cash flows based on the geographic location of the reporting unit. These risk adjustments were based on observed historical country risk premiums and the average credit default swap spreads for the period. In 2008, we used the following real discount rates for our gold mines: United States 2.68%–4.03% (2007: 3.97%); Canada 3.29% (2007: 4.54%); Australia 3.66%–4.29% (2007: 4.98%); Argentina 13.74% (2007: 9.18%); Tanzania 8.77%–9.84% (2007: 7.01%); Papua New Guinea 9.84% (2007: 7.86%); and Peru 6.33%–6.96% (2007: 5.4%). For our copper mines, we used the following real discount rates in 2008: Australia 6.95% (2007: 8.64%); and Chile 8.83% (2007: 8.36%). The increase in discount rates compared to the prior year primarily reflects higher equity premiums over the risk-free borrowing rate, and an increase in country risk premiums due to rising credit spreads and increased political risk in certain jurisdictions.

     For our gold reporting units, we apply a market multiple to the NAV computed using the present value of future cash flows approach in order to assess their estimated fair value. Gold companies typically trade at a market capitalization that is based on a multiple of their underlying NAV. Consequently, a market participant would generally apply a NAV multiple when estimating the fair value of an operating gold mine. For each reporting unit, the selection of an appropriate NAV multiple to apply considers the change in our total Enterprise value from October 1, 2007 and compares this to companies within each region.

     To assess the NAV multiple on comparable companies, we considered the following:

§ Target prices per Analyst Reports;

§ Trading prices on the date of Analyst Reports; and

§ Trading prices on October 1, 2008.

The selected multiple for a particular reporting unit considers its remaining economic life. For reporting units with operating lives of five years or less, we selected multiples on the lower end of the observed multiples range. Reporting units with operating lives of twenty years or greater were given multiples on the higher end of the observed multiples. In 2008, we have used the following multiples in our assessment of the fair value of our gold reporting units: North America 1.0–2.1 (2007: 1.0–2.0); Australia 1.0–1.6 (2007: 1.5–2.1); South America 1.0–1.4 (2007: 1.2–1.7); and Africa 1.0–1.6 (2007: 1.3–2.0).

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      115

     We determined the fair value of our Barrick Energy reporting unit based on observed trading multiples relating to boe production per day and proven and probable reserves of boe.

     In 2008, we recorded a goodwill impairment charge of $30 million at our Henty gold mine in Australia, primarily as a result of its short remaining mine life. We recorded a $64 million goodwill impairment at our Osborne copper mine in Australia due to a decline in our price assumption, which resulted in a reduction in estimated production levels and remaining mine life. We recorded a goodwill impairment of $272 million at our Kanowna gold mine in Australia and $216 million at our North Mara gold mine in Africa, primarily due to the overall decline in trading multiples of gold mining companies and higher discount factors; and $8 million at our Marigold mine in North America, primarily due to an increase in costs. We also recorded a goodwill impairment charge of $88 million for Barrick Energy due to the significant decline in oil prices since its acquisition date.

18 § Other Assets

At December 31	2008		2007
Non-current ore in stockpiles (note 13)	$	688	$	499
Derivative assets (note 20c)		15		220
Goods and services taxes recoverable		117		54
Debt issue costs		29		27
Deferred share-based compensation (note 27b)		84		75
Notes receivable		96		97
Deposits receivable		45		147
Other		59		84
	$	1,133	$	1,203

Debt Issue Costs

In 2008, an addition of $11 million of debt issue costs arose on the issuance of $1,250 million in debentures. In 2007, no new debt financings were put into place and there were no additions to debt issue costs.

     Amortization of debt issue costs is calculated using the interest method over the term of each debt obligation, and classified as a component of interest cost (see note 20b).

19 § Other Current Liabilities

At December 31	2008		2007
Asset retirement obligations (note 22)	$	93	$	74
Derivative liabilities (note 20c)		440		100
Post-retirement benefits (note 28)		10		11
Deferred revenue		15		23
Income taxes payable (note 9)		48		38
Other		62		9
	$	668	$	255

20 § 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 elsewhere in these financial statements as follows: accounts receivable – note 14; investments – note 12; restricted share units – note 27b.

a) Cash and Equivalents

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

At December 31	2008		2007
Cash deposits	$	426	$	1,239
Term deposits		107		114
Treasury bills		203		852
Money market investments		701		2
	$	1,437	$	2,207

116      Notes to Consolidated Financial Statements Barrick Financial Report 2008

b) Long-Term Debt¹

	2008												2007									2006
											Assumed																				Assumed
											on acqui-																				on acqui-
											sition of																				sition of
	At			Pro-		Repay-		Amorti-			Barrick		At			Pro-		Repay-		Amorti-		At			Pro-		Repay-		Amorti-		Placer
	Dec. 31			ceeds		ments		zation2			Energy		Dec. 31			ceeds		ments		zation2		Dec. 31			ceeds		ments		zation2		Dome
Fixed rate notes	$	1,250		$	1,250	$	—	$	—		$	—	$	—		$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—
5.80%/4.875% notes		747			—		—		(2	)		—		745			—		—		—		745			—		—		—		—
Copper-linked notes		190			—		325		—			—		515			—		393		—		908			995		87		—		—
US dollar notes		805			325		—		—			—		480			393		—		—		87			87		—		—		—
Senior convertible debentures		289			—		—		4			—		293			—		—		3		296			—		—		4		300
Project financing		115			—		99		—			—		214			—		91		—		305			13		64		—		—
Capital leases		70			6		21		—			—		85			15		24		—		94			7		16		—		6
Other debt obligations3		977			152		150		5			57		923					101		—		1,024			50		—		6		867
7.50% debentures4		—			—		—		—			—		—			—		500		—		498			—		—		—		—
Series B Preferred Securities		—			—		—		—			—		—			—		—		—		—			—		77		2		79
First credit facility5		—			990		990		—			—		—			—		—		—		—			1,000		1,000		—		—
		4,443			2,723		1,585		7			57		3,255			408		1,109		3		3,957			2,152		1,244		12		1,252
Less: current portion		(93	)		—		—		—			—		(102	)		—		—		—		(713	)		—		—		—		—
	$	4,350		$	2,723	$	1,585	$	7		$	57	$	3,153		$	408	$	1,109	$	3	$	3,244		$	2,152	$	1,244	$	12	$	1,252
Short-term debt
Demand financing facility		113			—		18		—			—		131			—		19		—		150			—		—		—		150
Second credit facility6		—			—		—		—			—		—			—		—		—		—			37		337		—		300
	$	113		$	—	$	18	$	—		$	—	$	131		$	—	$	19	$	—	$	150		$	37	$	337	$	—	$	450

1.	The agreements which govern our long-term debt each contain various provisions which are not summarized herein. In certain cases, these provisions allow Barrick to, at its option, redeem indebtedness prior to maturity at specified prices and also may permit redemption of debt by Barrick upon the occurrence of certain specified changes in tax legislation.
2.	Amortization of debt discount/premium.
3.	The obligations have an aggregate principal amount of $977 million, of which $163 million is subject to floating interest rates and $814 million is subject to fixed interest rates ranging from 4.75% to 8.05%. The obligations mature at various times between 2009 and 2035.
4.	During second quarter 2007, we repaid the $500 million 7.5% debentures from existing cash balances and proceeds from the sale of investments.
5.	We 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 $1.5 billion or the equivalent amount in Canadian currency. The credit facility, which is unsecured, has an interest rate of Libor plus 0.25% to 0.35% on drawn down amounts, and a commitment rate of 0.07% to 0.08% on undrawn amounts. We increased the limit of this facility from $1 billion in August 2006. $200 million matures in 2012 and the remaining $1.3 billion matures in 2013.
6.	During third quarter 2006, we terminated a second credit facility which consisted of unused bank lines of credit of $850 million with an international consortium of banks.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements      117

Fixed Rate Notes

In September, 2008, we issued an aggregate of $1,250 million of notes through our wholly-owned indirect subsidiaries Barrick North America Finance LLC and Barrick Gold Financeco LLC (collectively the “LLCs”) consisting of $500 million of 5-year notes with a coupon rate of 6.125%, $500 million of 10-year notes with a coupon rate of 6.8%, and $250 million of 30-year notes with a coupon rate of 7.5% (collectively the “Notes”). The LLCs used the proceeds to provide loans to us. We provide sufficient funds to the LLCs to meet the principal and interest obligations on the notes. We also provided an unconditional and irrevocable guarantee of these payments and will provide an unconditional and irrevocable guarantee for any additional securities issued by these entities where the conditions of issuance require a guarantee to be issued, which will rank equally with our other unsecured and unsubordinated obligations.

      We used these proceeds to repay the $990 million we drew down in first quarter 2008, which was used to partially fund our acquisition of the 40% interest in Cortez. The amounts were drawn down using our existing $1.5 billion credit facility.

Copper-Linked Notes/US Dollar Notes

In October 2006, we issued $1,000 million of Copper-Linked Notes. During the first three years, the full $1,000 million obligation of these notes is to be repaid through the delivery of (the US dollar equivalent of) 324 million pounds of copper. At December 31, 2008, 53 million pounds of copper remained to be delivered. Coincident with the repayment of (the US dollar equivalent of) 324 million pounds of copper, we will reborrow $1,000 million. Over the next year, the total amount outstanding under these notes will continue to be $1,000 million, with a portion repayable in a copper-linked equivalent and a portion repayable in a fixed amount of US dollars at the maturity of the notes (2016 and 2036). As the copper-linked equivalent is repaid, the fixed US dollar obligation will increase. After 2009, only the fixed US dollar obligation will remain. The accounting principles applicable to these Copper-Linked Notes require separate accounting for the future delivery of copper (a fixed-price forward sales contract that meets the definition of a derivative that must be separately accounted for) and for the underlying bond (see note 20c). $400 million of US dollar notes with a coupon of 5.75% mature in 2016 and $600 million of US dollar notes with a coupon of 6.35% mature in 2036.

Senior Convertible Debentures

The convertible senior debentures (the “Securities”) mature in 2023 and had an aggregate principal amount of $289 million outstanding as at the end of 2008. Holders of the Securities may, upon the occurrence of certain circumstances and within specified time periods, convert their Securities into common shares of Barrick. These circumstances are: if the closing price of our common shares exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter; if certain credit ratings assigned to the Securities fall below specified levels or if the Securities cease to be rated by specified rating agencies or such ratings are suspended or withdrawn; if for each of five consecutive trading days, the trading price per $1,000 principal amount of the Securities was less than 98% of the product of the closing price of our common shares and the then current conversion rate; if the Securities have been called for redemption provided that only such Securities called for redemption may be converted and upon the occurrence of specified corporate transactions. On December 31, 2008, the conversion rate per each $1,000 principal amount of Securities was 40.3766 common shares and the effective conversion price was $24.77 per common share. The conversion rate is subject to adjustment in certain circumstances. As such, the effective conversion price may also change.

     The Securities were convertible from October 1, 2007 through December 31, 2008. During the period January 1, 2008 to December 31, 2008, $29 thousand principal amount of Securities was converted for 1,156 common shares of Barrick. If all the Securities had been converted and settlement occurred on December 31, 2008, we would have issued approximately 9.3 million common shares with an aggregate fair value of approximately $341.5 million based on our closing share price on December 31, 2008. The Securities are also convertible from January 1, 2009 through March 31, 2009.

     We may redeem the Securities at any time on or after October 20, 2010 and prior to maturity, in whole or in part, at a prescribed redemption price that varies depending upon the date of redemption from 100.825% to 100% of the principal amount, plus accrued and unpaid interest. The maximum amount we could be required to pay to redeem the securities is $232 million plus accrued interest. Holders of the Securities can require the repurchase of the Securities for 100% of their principal amount, plus accrued and unpaid interest, on October 15, 2013 and October 15, 2018.

118     Notes to Consolidated Financial Statements Barrick Financial Report 2008

In addition, if specified designated events occur prior to maturity of the Securities, we will be required to offer to purchase all outstanding Securities at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest. For accounting purposes the Securities are classified as a “conventional convertible debenture” and the conversion feature has not been bifurcated from the host instrument.

Project Financing

One of our wholly-owned subsidiaries, Minera Argentina Gold S.A. in Argentina, had a limited recourse amortizing loan of $115 million outstanding at December 31, 2008, the majority of which has a variable interest rate. We have guaranteed the loan until completion occurs, after which it will become non-recourse to the parent company. As at December 31, 2008, completion as defined in the loan agreement has not occurred. The loan is insured for political risks by branches of the Canadian and German governments.

Series B Preferred Securities

On December 18, 2006, we redeemed all of the outstanding 8.5% Series B Preferred Securities due December 31, 2045 for total cash of $80 million. The redemption price was comprised of the outstanding principal amount of $77 million plus accrued and unpaid interest to December 17, 2006 of $3 million.

Demand Financing Facility

We have a demand financing facility that permits borrowings of up to $150 million. The terms of the facility require us to maintain cash on deposit with the lender as a compensating balance equal to the amount outstanding under the facility, which is restricted as to use. The net effective interest rate is 0.4% per annum. At December 31, 2008, $113 million had been drawn on the facility and an equal amount had been placed on deposit that is included in restricted cash within other current assets (see note 14).

Interest

	For the years ended December 31
	2008						2007						2006
	Interest			Effective			Interest			Effective			Interest			Effective
	cost			rate1			cost			rate1			cost			rate1
Fixed rate debentures	$	26			7.0	%	$	—			—		$	—			—
5.80%/4.875% notes		42			5.7	%		41			5.6	%		41			5.5	%
Copper-linked notes/US dollar notes		62			6.2	%		63			6.2	%		13			5.8	%
Senior convertible debentures		4			1.5	%		2			0.8	%		6			2.0	%
Project financing		19			11.0	%		26			9.1	%		31			8.8	%
Capital leases		4			5.0	%		6			7.7	%		6			6.7	%
Other debt obligations		50			5.3	%		60			6.1	%		53			5.4	%
7.50% debentures		—			—			16			9.9	%		49			9.8	%
Series B Preferred Securities		—			—			—			—			3			4.4	%
First credit facility		17			3.3	%		1			—			29			7.4	%
Demand financing facility		11			8.9	%		13			8.9	%		12			8.8	%
Second credit facility		—			—			—			—			6			5.0	%
Other interest		8						9						2
		243						237						251
Less: interest allocated to discontinued operations		—						—						(23	)
Less: interest capitalized		(222	)					(124	)					(102	)
	$	21					$	113					$	126
Cash interest paid	$	213					$	236					$	211
Amortization of debt issue costs		7						9						12
Amortization of premium		(7	)					(3	)					(12	)
Losses on interest rate hedges		1						4						12
Increase (decrease) in interest accruals		29						(9	)					28
Interest cost	$	243					$	237					$	251

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

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     119

Scheduled Debt Repayments

									2013 and
	2009		2010		2011		2012		thereafter
Fixed rate debentures	$	—	$	—	$	—	$	—	$	1,250
5.80%/4.875% notes		—		—		—		—		750
Project financing		52		30		10		23		—
US dollar notes		—		—		—		—		1,000
Other debt obligations		16		—		—		107		794
Senior convertible debentures		—		—		—		—		230
	$	68	$	30	$	10	$	130	$	4,024
Minimum annual payments under capital leases	$	25	$	21	$	9	$	4	$	5

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, but not limited to:

Item	Impacted by
§      Sales	§      Prices of gold and copper
§      Cost of sales
§      Consumption of diesel fuel, propane and natural gas	§      Prices of diesel fuel, propane and natural gas
§      Non-US dollar expenditures	§     Currency exchange rates — US dollar versus A$, ARS, C$, CLP, JPY, PGK, TZS and ZAR
§      By-product credits	§      Prices of silver and copper
§     Corporate administration, exploration and business development costs	§     Currency exchange rates — US dollar versus A$, ARS, C$, CLP, JPY, PGK, TZS and ZAR
§     Capital expenditures
§      Non-US dollar capital expenditures	§     Currency exchange rates — US dollar versus A$, ARS, C$, CLP, EUR and PGK
§      Consumption of steel	§     Price of steel
§      Interest earned on cash	§     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 risks to provide certainty for a portion of our revenues and 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 appropriate way of managing the risk.

     The primary objective of the hedging elements of our derivative instrument positions is that changes in the values of hedged items are offset by changes in the values of derivatives. Many of the derivatives we use meet the FAS 133 hedge effectiveness criteria and are designated in a hedge accounting relationship. Some of the derivative instruments 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 “economic hedges”. The change in fair value of these economic hedges is recorded in current period earnings, classified with the income statement line item that is consistent with the derivative instruments’ intended risk objective.

120     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Summary of Derivatives at December 31, 2008¹

												Accounting
												classification by
	Notional amount by term to maturity											notional amount
	Within			2 to 3			4 to 5					Cash flow		Fair value		Non-			Fair value
	1 year			years			years		Total			hedge		hedge		hedge			(USD)
US dollar interest rate contracts
Net pay-fixed swap positions (millions)	$	—		$	(75	)	$	—	$	(75	)	$	—	$	—	$	(75	)	$	(8	)
Currency contracts
C$:US$ contracts (C$ millions)		259			17			—		276			286		—		(10	)	$	(31	)
A$:US$ contracts (A$ millions)		1,558			2,456			713		4,727			4,709		—		18		$	(464	)
CLP:US$ contracts (CLP billions)		52,023			—			—		52,023			52,023		—		—		$	(7	)
JPY:US$ contracts (JPY millions)		900			—			—		900			900		—		—		$	1
ZAR:US$ contracts (ZAR millions)		—			—			—		—			—		—		—		$	1
PGK:US$ contracts (PGK millions)		45			—			—		45			—		—		45		$	(1	)
Commodity contracts
Copper call option spread contracts (millions of pounds)		53			—			—		53			—		—		53		$	—
Copper sold forward contracts (millions of pounds)		74			—			—		74			74		—		—		$	123
Copper collar sell contracts (millions of pounds)		327			—			—		327			129		—		198		$	585
Copper collar buy contracts (millions of pounds)		(198	)		—			—		(198	)		—		—		(198	)	$	(54	)
Diesel contracts (thousands of barrels)2		2,104			1,940			1,030		5,074			4,876		—		198		$	(147	)
Propane contracts (thousands of gallons)		30,000			—			—		30,000			30,000		—		—		$	(38	)
Steel contracts (metric tonnes)		3,000			—			—		3,000			—		—		3,000		$	(3	)

1.	Excludes gold and silver sales contracts (see notes 5 and 6); refer to note 21 for further information on fair value measurements.
2.	Diesel commodity contracts represent a combination of WTI, WTB, MOPS and JET hedge contracts and diesel price contracts based on the price of WTI, WTB, MOPS, and JET, respectively, plus a spread. WTI represents West Texas Intermediate, WTB represents Waterborne, MOPS represents Mean of Platts Singapore, JET represents Jet Fuel.

Fair Values of Derivative Instruments at December 31

	Asset Derivatives				Liability Derivatives
At December 31	2008		2007		2008			2007
Derivatives classified as hedging instruments for accounting purposes
Currency contracts		22		302		(526	)		(43	)
Commodity contracts		402		144		(205	)		(31	)
Total derivatives classified as hedging instruments for accounting purposes		424		446		(731	)		(74	)
Derivatives not classified as hedging instruments for accounting purposes
US dollar interest rate contracts		—		—		(8	)		(10	)
Currency contracts		4		13		(1	)		(30	)
Commodity contracts		404		95		(135	)		(51	)
Total derivatives not classified as hedging instruments for accounting purposes		408		108		(144	)		(91	)
Total derivatives		832		554		(875	)		(165	)

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     121

US Dollar Interest Rate Contracts

Cash Flow Hedges

During the third quarter of 2008, we added $500 million of pay-fixed interest rate swaps that were designated as hedges against the movement of interest rates for an anticipated fixed-rate debt issuance. We issued the debt in September and subsequently closed out the swaps at a cost of $18 million. This hedge loss remains as a component of OCI and will be amortized as a component of interest expense over the 10-year term of the debt.

Non-hedge Contracts

We have a net US dollar pay-fixed interest rate swap position outstanding that was used to economically hedge the US dollar interest rate risk implicit in a prior gold lease rate swap position. Changes in the fair value of these interest rate swaps are recognized in current period earnings through interest expense.

Currency Contracts

Cash Flow Hedges

Currency contracts have been designated against forecasted non-US dollar denominated expenditures as a hedge of the variability of the US dollar amount of those expenditures caused by changes in currency exchange rates over the next four years. Hedged items are identified as the first stated quantity of dollars of forecasted expenditures in a future month. For C$286 million, A$4,653 million and CLP52,023 million portions 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 the remaining A$56 million prospective and retrospective hedge effectiveness is assessed using the hypothetical derivative method under FAS 133. 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. 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. Where applicable, the fair value of derivatives has been evaluated to account for counterparty credit risk.

Non-hedge Contracts

Non-hedge currency contracts are used to mitigate the variability of the US dollar amount of non-US dollar denominated exposures that do not meet the criterion in FAS 133. Changes in the fair value of non-hedge currency contracts are recorded in current period cost of sales, corporate administration, other income, other expense or income tax expense according to the intention of the hedging instrument.

Commodity Contracts

Cash Flow Hedges

Diesel Fuel/Propane

Commodity contracts 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 over the next five years. Hedged items are identified as the first stated quantity in thousands of barrels of forecasted purchases in a future month. Prospective 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. Where applicable, the fair value of derivatives has been evaluated to account for counterparty credit risk.

Non-hedge Contracts

Non-hedge fuel contracts are used to mitigate the risk of price changes on fuel consumption at various sites. On completion of regression analysis, we concluded that contracts totaling 198 thousand barrels of fuel do not meet the “highly effective” criterion in FAS 133 due to currency and basis differences between derivative contract prices and the prices charged to the sites by oil suppliers. Although not qualifying as an accounting hedge, the contracts protect the Company to a significant extent from the effects of changes in fuel prices. Changes in the fair value of non-hedge fuel contracts are recorded in current period cost of sales.

122     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Cash Flow Hedges

Copper

The copper-linked notes contain an embedded fixed-price forward copper sales contract that meets the definition of a derivative and must be separately accounted for. At December 31, 2008, 53 million pounds of embedded fixed-price forward copper sales contracts were outstanding at a price of $3.08/lb. The resulting copper derivative has been designated against future copper cathode at the Zaldívar mine as a cash flow hedge of the variability in market prices of those future sales.

     In addition to the embedded fixed-price forward copper sales contracts outstanding, there are 21 million pounds of copper forwards outstanding at an average price of $3.05/lb hedging future sales at Zaldívar.

     Copper collar contracts totaling 129 million pounds have also been designated as hedges against copper cathode sales at our Zaldívar mine. The contracts contain purchased put and sold call options with average strike prices of $3.00/lb and $3.80/lb respectively.

     Hedged items are identified as the first stated quantity of pounds of forecasted sales in a future month. Prospective hedge effectiveness is assessed on these hedges using a dollar offset method. The dollar offset assessment involves comparing the effect of theoretical shifts in forward copper prices on the fair value of both the actual hedging derivative and a hypothetical hedging derivative. The retrospective assessment involves comparing the effect of historic changes in copper 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 copper contracts is recorded in OCI until the forecasted copper sale impacts earnings. Where applicable, the fair value of derivatives has been evaluated to account for counterparty credit risk.

Non-hedge Contracts

We have purchased and sold call options on copper that, when combined with the aforementioned embedded fixed-price forward copper sales contracts, economically lock in copper sales prices between $3.08/lb and $3.58/lb. At December 31, 2008, the notional amount of these options outstanding was 53 million pounds.

     During 2008 we de-designated collar sell contracts for 153 million pounds and crystallized $213 million of gains in OCI, of which $192 million remains at year-end. These hedges were originally designated against future copper production at our Zaldívar and Osborne mines. The exposure is still expected to occur and therefore amounts crystallized in OCI will be recorded in copper revenue when the originally designated sales occur. We continue to hold these collar contracts as non-hedge contracts. When combined with existing non-hedge collar sell contracts, 198 million pounds of collar sell contracts were outstanding at December 31, 2008. The contracts contain purchased put and sold call options with an average strike of $3.09/lb and $3.88/lb, respectively.

     During 2008 we entered into collar buy contracts for 198 million pounds to economically lock in the gains on the de-designated and existing non-hedge contracts. The contracts contain sold put and purchased call options with average strike prices of $1.57/lb and $2.01/lb, respectively.

     These contracts do not meet the “highly effective” criterion for hedge accounting under FAS 133. Changes in the fair value of these copper options are recorded in current period revenue.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     123

Non-hedge Gains (Losses)

For the years ended December 31	2008			2007			2006			Income statement classification
Commodity contracts Copper	$	67		$	48		$	(14	)	Revenue
Gold		19			(8	)		7		Revenue
Silver		—			—			(5	)	Cost of sales
Fuel		(30	)		7			1		Cost of sales
Steel		(3	)		—			—		Project expense
Currency contracts		(8	)		(7	)		—		Cost of sales/corporate administration/ other income/expense/ income tax expense
Interest rate contracts		(4	)		(2	)		8		Interest income/expense
Share purchase warrants		—			(1	)		—		Other income/expense
		41			37			(3	)
Hedge ineffectiveness		—			4			3		Various
	$	41		$	41		$	—

Derivative Assets and Liabilities

	2008			2007
At January 1	$	389		$	178
Derivatives cash (inflow) outflow
Operating activities		(147	)		(309	)
Investing activities					23
Financing activities		23			197
Change in fair value of:
Non-hedge derivatives		(1	)		33
Cash flow hedges
Effective portion		(301	)		257
Ineffective portion		(6	)		9
Share purchase warrants		—			(1	)
Fair value hedges		—			2
At December 31	$	(43	)	$	389
Classification:
Other current assets	$	817		$	334
Other assets		15			220
Other current liabilities		(440	)		(100	)
Other long-term obligations		(435	)		(65	)
	$	(43	)	$	389

124     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Cash Flow Hedge Gains (Losses) in OCI

	Commodity
	price hedges									Currency hedges									Interest rate hedges
	Gold/									Operating			Administration			Capital			Cash			Long-term
	silver			Copper			Fuel			costs			costs			expenditures			balances			debt			Total
At December 31, 2005	$	—		$	—		$	38		$	102		$	30		$	39		$	(2	)	$	(18	)	$	189
Effective portion of change in fair value of hedging instruments		(148	)		29			(1	)		137			(2	)		4			(2	)		—			17
Transfers to earnings:
On recording hedged items in earnings		165			28			(16	)		(84	)		(14	)		(4)	1		1			1			77
At December 31, 2006	$	17		$	57		$	21		$	155		$	14		$	39		$	(3	)	$	(17	)	$	283
Effective portion of change in fair value of hedging instruments		—			(75	)		87			249			32			(35	)		—			(1	)		257
Transfers to earnings:
On recording hedged items in earnings		(2	)		32			(29	)		(166	)		(19	)		(5)	1		3			1			(185	)
At December 31, 2007	$	15		$	14		$	79		$	238		$	27		$	(1	)	$	—		$	(17	)	$	355
Effective portion of change in fair value of hedging instruments		—			582			(215	)		(610	)		(46	)		5			—			(17	)		(301	)
Transfers to earnings:
On recording hedged items in earnings		(2	)		(112	)		(33	)		(106	)		(11	)		(4	)		—			1			(267	)
At December 31, 2008	$	13		$	484		$	(169	)	$	(478	)	$	(30	)	$	—		$	—		$	(33	)	$	(213	)

	Gold		Copper		Cost of			Cost of								Interest		Interest
Hedge gains/losses classified within	sales		sales		sales			sales			Administration			Amortization		income		expense
Portion of hedge gain (loss) expected to affect 2009 earnings2	$	9	$	484	$	(109	)	$	(126	)	$	(23	)	$	3	$	—	$	(3	)	$	235

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, 2008.

d) 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, net of any overdraft positions.

     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 counter -party, 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:

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

Location of credit risk is determined by physical location of the bank branch, customer or counterparty.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     125

Credit Quality of Financial Assets

At December 31, 2008	S&P Credit rating
	AA– or			A– or			BBB or			Not
	higher			higher			lower			rated		Total
Cash and equivalents1,2	$	231		$	1,181		$	25		$	—	$	1,437
Derivatives2		87			354			—			—		441
Accounts receivable		22			6			38			131		197
	$	340		$	1,541		$	63		$	131	$	2,075
Number of counterparties		27			21			16
Largest counterparty (%)		26	%		44	%		21	%

Concentrations of Credit Risk

					Other
	United				Inter-
At December 31, 2008	States		Canada		national		Total
Cash and equivalents1,2	$	1,190	$	86	$	161	$	1,437
Derivatives3		184		18		239		441
Accounts receivable		29		36		132		197
	$	1,403	$	140	$	532	$	2,075

1.	Based on where the parent entity of the counterparties we transact with is domiciled.
2.	The amounts presented reflect the outstanding bank balance held with institutions as at December 31, 2008.
3.	The amounts presented reflect the net credit exposure after considering the effect of master netting agreements.

e) 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.

21 § Fair Value Measurements

In 2008, we adopted FAS 157 for financial assets and liabilities that are measured at fair value on a recurring basis. FAS 157 defines fair value, establishes a framework for measuring fair value under US GAAP, and requires expanded disclosures about fair value measurements. The primary assets and liabilities affected were available-for-sale securities and derivative instruments. The adoption of FAS 157 did not change the valuation techniques that we use to value financial assets and financial liabilities. We have elected to present information for derivative instruments on a net basis. Beginning in 2009, we will also apply FAS 157 to non-financial assets and liabilities that we periodically measure at fair value under US GAAP. The principal assets and liabilities that will be affected are: goodwill, tangible and intangible assets measured and recognized at fair value as a result of an impairment assessment; and non-financial assets and non-financial liabilities recognized as a result of a business combination. The application of FAS 157 is not expected to have a significant impact on our methodology for measuring the fair value of these assets and liabilities, but will result in expanded disclosures.

     The fair value hierarchy established by FAS 157 establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and

126     Notes to Consolidated Financial Statements Barrick Financial Report 2008

commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

     FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing the fair value of a particular contract, the market participant would consider the credit risk of the counterparty to the contract. Consequently, when it is appropriate to do so, we adjust our valuation models to incorporate a measure of credit risk.

a) Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair Value Measurements at December 31, 2008

	Quoted prices		Significant
	in active		other			Significant
	markets for		observable			unobservable		Aggregate
	identical assets		inputs			inputs		fair
	(Level 1)		(Level 2)			(Level 3)		value
Cash equivalents	$	904	$	—		$	—	$	904
Available-for-sale securities		31		—			—		31
Receivables from provisional copper and gold sales		—		50			—		50
Derivative instruments		—		(43	)		—		(43	)
	$	935	$	7		$	—	$	942

b) Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

Fair Value Measurements Using Significant Unobservable Inputs (Level 3 )

	Held-to-maturity
	securities
At January 1, 2008	$	46
Impairment charge1		(39	)
Sales2		(7	)
At December 31, 2008	$	—

1.	In the first quarter, we recorded an impairment charge on ABCP of $39 million.
2.	In the second quarter, we reached a settlement agreement with respect to ABCP for proceeds of $49 million.

c) Valuation Techniques

Cash Equivalents

The fair value of our cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Our cash equivalents are comprised of U.S. Treasury bills and money market securities that are invested primarily in U.S. Treasury bills.

Available-for-Sale Securities

The fair value of available-for-sale securities is determined based on a market approach reflecting the closing price of each particular security at the balance sheet date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore available-for-sale securities are classified within Level 1 of the fair value hierarchy established by FAS 157.

Derivative Instruments

The fair value of derivative instruments is determined using either present value techniques or option pricing models that utilize a variety of inputs that are a combination of quoted prices and market-corroborated inputs. Due to the recent instability of the financial markets, counterparty credit risk has had a larger impact on our derivative valuations than in previous periods. The fair value of our derivative contracts is adjusted for credit risk based upon the observed credit default swap spread for each particular counterparty, as appropriate. The fair value of US dollar interest rate and currency swap contracts is determined by discounting contracted cash flows using a discount rate derived from observed LIBOR and swap rate curves for comparable assets and liabilities. In the case of currency contracts, we convert non-US dollar cash flows into US dollars using an exchange rate derived from currency swap curves for comparable assets and liabilities. The fair value of commodity forward contracts is determined by discounting contractual cash flows using a discount rate derived from observed LIBOR and swap rate curves. Contractual cash flows are calculated using a forward pricing

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     127

curve derived from observed forward prices for each commodity. The fair value of commodity options is determined using option-pricing models that utilize a combination of inputs including quoted market prices and market-corroborated inputs. Derivative instruments are classified within Level 2 of the fair value hierarchy.

Receivables from Provisional Copper and Gold Sales

The fair value of receivables rising from copper and gold sales contracts that contain provisional pricing mechanisms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, these receivables are classified within Level 2 of the fair value hierarchy.

d) Fair Value Information

At December 31			2008				2007
			Estimated				Estimated
	Carrying		fair		Carrying		fair
	amount		value		amount		value
Financial assets
Cash and equivalents1	$	1,427	$	1,437	$	2,207	$	2,207
Accounts receivable1		197		197		256		256
Available-for-sale securities2		31		31		96		96
Equity-method investments3		1,085		1,085		1,085		1,113
Derivative assets		832		832		554		554
Held-to-maturity securities3		—		—		46		46
	$	3,582	$	3,582	$	4,244	$	4,272
Financial liabilities
Accounts payable1	$	970	$	970	$	808	$	808
Long-term debt4		4,350		3,507		3,255		3,151
Derivative liabilities		875		875		165		165
Restricted share units5		120		120		100		100
Deferred share units5		5		5		4		4
	$	6,320	$	5,477	$	4,332	$	4,228

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 are used to determine fair value.
3.	Includes ABCP.
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 when a hedge relationship exists. The fair value of long-term debt is primarily determined using quoted market prices.
5.	Recorded at fair value based on our period-end closing market share price.

22 § Asset Retirement Obligations

Asset Retirement Obligations (AROs)

	2008			2007
At January 1	$	966		$	893
AROs acquired during the year		37			—
AROs arising in the period		56			53
Impact of revisions to expected cash flows Recorded in earnings		9			6
Settlements
Cash payments		(40	)		(33	)
Settlement gains		(5	)		(3	)
Accretion		43			50
At December 31		1,066			966
Current portion		(93	)		(74	)
	$	973		$	892

Each period we assess cost estimates and other assumptions used in the valuation of AROs at each of our mineral properties to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ARO. For closed mines, any change in the fair value of AROs results in a corresponding charge or credit within other expense, whereas at operating mines the charge is recorded as an adjustment to the carrying amount of the corresponding asset. In 2008, charges of $9 million were recorded for changes in cost estimates for AROs at closed mines (2007: $6 million; 2006: $53 million).

At December 31	2008			2007
Operating mines
ARO increase1	$	56		$	53
ARO decrease2		(7	)		—
Closed mines
ARO increase3		9			6

1.	These adjustments were recorded with a corresponding adjustment to property, plant and equipment.
2.	Represents a decrease in AROs at a mine where the corresponding ARO asset had been fully amortized and was therefore recorded as a recovery in other income.
3.	For closed mines, any change in the fair value of AROs results in a corresponding charge or credit to other expense or other income, respectively.

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. The major parts of the carrying amount of AROs relate to tailings and heap leach pad closure/ rehabilitation; demolition of buildings/mine facilities;

128     Notes to Consolidated Financial Statements Barrick Financial Report 2008

ongoing water treatment; and ongoing care and maintenance of closed mines. The fair values of AROs are measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. We prepare estimates of the timing and amount of expected cash flows when an ARO is incurred. We update expected cash flows to reflect changes in facts and circumstances. 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 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. When expected cash flows increase, the revised cash flows are discounted using a current discount factor whereas when expected cash flows decrease the reduced cash flows are discounted using a historic discount factor, and then in both cases any change in the fair value of the ARO is recorded. We record the fair value of an ARO when it is incurred. At producing mines AROs incurred and changes in the fair value of AROs are recorded as an adjustment to the corresponding asset carrying amounts. At closed mines, any adjustment to the fair value of an ARO is charged directly to earnings. 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. For producing mines, development projects and closed mines, accretion is recorded in amortization and accretion. 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/losses are recorded in Other (income) expense. Other environmental remediation costs that are not AROs as defined by FAS 143 are expensed as incurred (see note 8a).

23 § Other Non-current Liabilities

At December 31	2008		2007
Pension benefits (note 28)	$	113	$	87
Other post-retirement benefits (note 28)		29		27
Derivative liabilities (note 20c)		435		65
Restricted share units (note 27)		120		94
Deferred revenue		8		88
Other		76		70
	$	781	$	431

24 § 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 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, other comprehensive income and goodwill 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	2008			2007
Deferred tax assets
Tax loss carry forwards	$	657		$	729
Alternative minimum tax (“AMT”) credits		251			247
Asset retirement obligations		366			342
Property, plant and equipment		232			279
Post-retirement benefit obligations		32			23
Derivative instruments		90			—
Accrued interest payable		70			45
Other		3			10
		1,701			1,675
Valuation allowances		(318	)		(419	)
		1,383			1,256
Deferred tax liabilities
Property, plant and equipment		(1,102	)		(1,145	)
Derivative instruments		—			(122	)
Inventory		(162	)		(98	)
Other		(4	)		(10	)
	$	115		$	(119	)
Classification:
Non-current assets	$	869		$	722
Non-current liabilities		(754	)		(841	)
	$	115		$	(119	)

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     129

Expiry Dates of Tax Losses and AMT Credits

											No
											expiry
	2009		2010		2011		2012		2013+		date		Total
Tax losses1
Canada	$	5	$	—	$	—	$	—	$	1,193	$	—	$	1,198
Australia		—		—		—		—		—		157		157
Barbados		—		—		—		—		967		—		967
Chile		—		—		—		—		—		684		684
Tanzania		—		—		—		—		—		230		230
U.S.		—		—		—		—		143		—		143
Other		—		4		—		—		—		50		54
	$	5	$	4	$	—	$	—	$	2,303	$	1,121	$	3,433
AMT credits2		—		—		—		—		—	$	251	$	251

1.	Represents the gross amount of tax loss carry forwards translated at closing exchange rates at December 31, 2008.
2.	Represents the amounts deductible against future taxes payable in years when taxes payable exceed “minimum tax” as defined by United States tax legislation.

Net Deferred Tax Assets

	2008			2007
Gross deferred tax assets
Canada	$	384		$	494
Chile		41			117
Argentina		61			37
Australia		171			14
Tanzania		199			197
United States		289			225
Other		42			57
		1,187			1,141
Valuation allowances
Canada		(50	)		(55	)
Chile		(23	)		(105	)
Argentina		(61	)		(26	)
Australia		(9	)		(2	)
Tanzania		(30	)		(30	)
United States		(123	)		(190	)
Other		(22	)		(11	)
	$	(318	)	$	(419	)
Non-current assets	$	869		$	722

Valuation Allowances

We consider the need to record a valuation allowance against deferred tax assets, 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 taxable income;
§	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 valuation allowances to reflect our latest assessment of the amount of deferred tax assets that will more likely than not be realized.

     A deferred income tax asset totaling $334 million has been recorded in Canada. This deferred tax asset primarily arose due to mark-to-market losses realized for acquired Placer Dome derivative instruments. Projections of various sources of income support the conclusion that the realizability of this deferred tax asset is more likely than not, and consequently no valuation allowance has been set up for this deferred tax asset.

     A deferred tax asset of $169 million has been recorded in Tanzania following the release of tax valuation allowances totaling $189 million in 2007. The release of tax valuation allowances resulted from the impact of rising market gold prices on expectations of future taxable income and the ability to realize these tax assets.

     A partial valuation allowance of $123 million has been set up against deferred tax assets in the United States at December 31, 2008. The majority of this valuation allowance relates to AMT credits in periods when partly due to low market gold prices, Barrick was an AMT taxpayer in the United States. If market gold prices continue to rise, it is reasonably possible that some or all of these valuation allowances could be released in future periods.

130     Notes to Consolidated Financial Statements Barrick Financial Report 2008

Source of Changes in Deferred Tax Balances

For the years ended December 31	2008			2007			2006
Temporary differences
Property, plant and equipment	$	(3	)	$	24		$	(1,111	)
Asset retirement obligations		24			39			128
Tax loss carry forwards		(72	)		(69	)		546
Derivatives		212			(113	)		52
Other		(2	)		9			(17	)
	$	159		$	(110	)	$	(402	)
Net currency translation gains/ (losses) on deferred tax balances		(98	)		76			5
Canadian tax rate changes		—			(64	)		(12	)
Adjustment to deferred tax balances due to change in tax status1		—			—			31
Release of end of year Tanzanian valuation allowances		—			156			—
Release of other valuation allowances		175			88			53
	$	236		$	146		$	(325	)
Intraperiod allocation to:
Income from continuing operations before income taxes	$	45		$	174		$	109
Placer Dome acquisition (note 3f)		—			—			(432	)
Porgera mine acquisition (note 3d)		—			20			—
Cortez acquisition (note 3b)		11			—			—
Barrick Energy Inc. acquisition (note 3a)		(22	)		—			—
Kainantu acquisition (note 3e)		(19	)		—			—
Other acquisition		2			—			—
OCI (note 26)		219			(48	)		(2	)
Other		(2	)		5			28
	$	234		$	151		$	(297	)

1. Relates to changes in tax status in Australia (note 9).

Unrecognized Tax Benefits

	2008			2007
Balance at January 1	$	15		$	20
Additions based on tax positions related to the current year		2			1
Additions for tax positions of prior years		40			—
Reductions for tax positions of prior years		—			(2	)
Settlements		(11	)		(4	)
Balance at December 311,2	$	46		$	15

1.	If recognized, the total amount of $46 million would be recognized as a benefit to income taxes on the income statement, and therefore would impact the reported effective tax rate.
2.	Includes interest and penalties of $1 million.

We expect the amount of unrecognized tax benefits to decrease within 12 months of the reporting date by approximately $21 to $22 million, related primarily to the expected settlement of Canadian and US income tax and Canadian mining tax assessments.

Tax Years Still Under Examination

Canada	2004–2008
United States	2005–2008
Peru	2004–2008
Chile1	2005–2008
Argentina	2003–2008
Australia	all years open
Papua New Guinea	2003–2008
Tanzania	all years open

1. In addition, operating loss carry forwards from earlier periods are still open for examination.

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 for an amount of $32 million, excluding interest and penalties. The assessment mainly related to the validity of a revaluation of the Pierina mining concession, which affected its tax basis for the years 1999 and 2000. The full life-of-mine effect on current and deferred income tax liabilities totaling $141 million was fully recorded at December 31, 2002, as well as other related costs of about $21 million.

     In January 2005, we received written confirmation that there would be no appeal of the September 30, 2004 Tax Court of Peru decision. In December 2004, we recorded a $141 million reduction in current and deferred income tax liabilities and a $21 million reduction in other accrued costs. The confirmation concluded the administrative and judicial appeals process with resolution in Barrick’s favor.

     Notwithstanding the favorable Tax Court decision we received in 2004 on the 1999 to 2000 revaluation matter, in an audit concluded in 2005, SUNAT has reassessed us on the same issue for tax years 2001 to 2003. On October 19, 2007, SUNAT confirmed their reassessment. The tax assessment is for $49 million of tax, plus interest and penalties of $116 million. We filed an appeal to the Tax Court of Peru within the statutory period. We believe that the audit reassessment has no merit, that we will prevail in court again, and accordingly no liability has been recorded for this reassessment.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     131

25 § Capital Stock

a) Common Shares

Our authorized capital stock includes an unlimited number of common shares (issued 872,738,664 common 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).

     In 2008, we declared and paid dividends in US dollars totaling $0.40 per share ($349 million) (2007: $0.30 per share, $261 million; 2006: $0.22 per share, $191 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, 2008, 0.5 million (2007: 1.4 million) BGI exchangeable shares were outstanding, which are equivalent to 0.3 million Barrick common shares (2007: 0.7 million common shares), and are reflected in the number of common shares outstanding. We have the right to require the exchange of each outstanding BGI exchangeable share for 0.53 of a Barrick common share.

26 § Other Comprehensive Income (Loss) (“OCI”)

	2008			2007			2006
Accumulated OCI at January 1
Cash flow hedge gains, net of tax of $105, $60, $61	$	250		$	223		$	128
Investments, net of tax of $4, $7, $nil		37			46			12
Currency translation adjustments, net of tax of $nil, $nil, $nil		(143	)		(143	)		(143	)
Pension plans and other post-retirement benefits, net of tax of $2, $4, $nil		7			(7	)		(28	)
	$	151		$	119		$	(31	)
Other comprehensive income (loss) for the period:
Changes in fair value of cash flow hedges		(301	)		257			17
Changes in fair value of investments		(52	)		58			43
Currency translation adjustments1		(54	)		—			—
Pension plans and other post-retirement benefits:
Adjustments to minimum pension liability prior to adoption of FAS 158		—			—			15
FAS 158 adjustments (note 28c):
Elimination of minimum pension liability		—			—			13
Net actuarial gain (loss)		(62	)		19			(9	)
Transition obligation (asset)		1			1			(2	)
Less: reclassification adjustments for gains/losses recorded in earnings:
Transfers of cash flow hedge (gains) losses to earnings:
On recording hedged items in earnings		(267	)		(185	)		77
Investments:
Other than temporary impairment charges		26			1			4
Gains realized on sale		(17	)		(71	)		(6	)
Other comprehensive income (loss), before tax		(726	)		80			152
Income tax recovery (expense) related to OCI		219			(48	)		(2	)
Other comprehensive income (loss), net of tax	$	(507	)	$	32		$	150
Accumulated OCI at December 31
Cash flow hedge gains (losses), net of tax of $89, $105, $60		(124	)		250			223
Investments, net of tax of $nil, $4, $7		(2	)		37			46
Currency translation adjustments, net of tax of $nil, $nil, $nil		(197	)		(143	)		(143	)
Pension plans and other post-retirement benefits, net of tax of $19, $2, $4		(33	)		7			(7	)
	$	(356	)	$	151		$	119

1. Represents currency translation adjustments for Barrick Energy.

132     Notes to Consolidated Financial Statements Barrick Financial Report 2008

27 § Stock-based Compensation

a) Stock Options

Under Barrick’s stock option plan, certain officers and key employees of the Corporation may purchase common shares at an exercise price that is equal to the closing share price on the day before the grant of the option. The grant date is the date when the details of the award, including the number of options granted by individual and the exercise price, are approved. Stock options vest evenly over four years, beginning in the year after granting. Options granted in July 2004 and prior are exercisable over 10 years, whereas options granted since December 2004 are exercisable over seven years. At December 31, 2008, 7.4 million (2007: 10 million; 2006: 13 million) common shares, in addition to those currently outstanding, were available for granting options. Stock options when exercised result in an increase to the number of common shares issued by Barrick.

     Compensation expense for stock options was $25 million in 2008 (2007: $25 million; 2006: $27 million), and is presented as a component of cost of sales, corporate administration and other expense, consistent with the classification of other elements of compensation expense for those employees who had stock options. The recognition of compensation expense for stock options reduced earnings per share for 2008 by $0.03 per share (2007: $0.03 per share, 2006: $0.03 per share).

     Total intrinsic value relating to options exercised in 2008 was $61 million (2007: $58 million; 2006: $27 million).

Employee Stock Option Activity (Number of Shares in Millions)

	2008					2007					2006
				Average					Average					Average
	Shares			price		Shares			price		Shares			price
C$ options
At January 1		7.1		$	27		11.9		$	28		14.7		$	28
Issued on acquisition of Placer Dome		—			—		—			—		1.7			34
Exercised		(2.1	)		28		(3.9	)		28		(2.4	)		26
Forfeited		—			—		(0.1	)		29		(0.2	)		27
Cancelled/expired		(0.2	)		28		(0.8	)		35		(1.9	)		40
At December 31		4.8		$	27		7.1		$	27		11.9		$	28
US$ options
At January 1		7.0		$	28		7.7		$	25		6.9		$	24
Granted		2.8			34		1.4			40		1.1			30
Issued on acquisition of Placer Dome		—			—		—			—		1.0			19
Exercised		(0.8	)		24		(1.7	)		23		(0.9	)		21
Forfeited		(0.1	)		31		(0.3	)		25		(0.4	)		24
Cancelled/expired		—			—		(0.1	)		22		—			25
At December 31		8.9		$	28		7.0		$	28		7.7		$	25

Stock Options Outstanding (Number of Shares in Millions)

	Outstanding									Exercisable
							Intrinsic							Intrinsic
			Average		Average		value1					Average		value1
Range of exercise prices	Shares		price		life (years)		($ millions)			Shares		price		($ millions)
C$ options
$22 — $27		2.8	$	24		3	$	58			2.8	$	24	$	58
$28 — $31		2.0		29		5		30			2.0		29		30
		4.8	$	26		4	$	88			4.8	$	26	$	88
US$ options
$9 — $19		0.1	$	13		4	$	4			0.1	$	13	$	3
$20 — $27		5.0		25		4		58			3.2		24		41
$28 — $32		1.3		30		7		8			0.6		30		4
$33 — $42		2.5		42		6		(13	)		0.3		41		(1	)
		8.9	$	30		5	$	57			4.2	$	26	$	47

1. Based on the closing market share price on December 31, 2008 of C$44.71 and US$36.77.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     133

Option Information

For the years ended December 31
(per share and per option amounts in dollars)	2008			2007			2006
Valuation assumptions	Lattice		1,2	Lattice		1,2	Lattice		1,2
Expected term (years)		4.5–5.2			4.5–5			4.5–5
Expected volatility2		30%–70	%		30%–38	%		30%–38	%
Weighted average expected volatility2		43	%		36.6	%		31.6	%
Expected dividend yield		0.7%–1.5	%		0.7%–0.9	%		0.7%–0.9	%
Risk-free interest rate2		0.25%–5.1	%		3.2%–5.1	%		4.3%–5.1	%
Options granted (in millions)		2.8			1.4			1.1
Weighted average fair value per option	$	12.07		$	12.91		$	9.42

1.	Different assumptions were used for the multiple stock option grants during the year.
2.	The volatility and risk-free interest rate assumption varied over the expected term of these stock option grants.

The expected volatility assumptions have been developed taking into consideration both historical and implied volatility of our US dollar share price. The risk-free rate for periods within the contractual life of the option is based on the US Treasury yield curve in effect at the time of the grant.

     We use the straight-line method for attributing stock option expense over the vesting period. Stock option expense incorporates an expected forfeiture rate. The expected forfeiture rate is estimated based on historical forfeiture rates and expectations of future forfeitures rates. We make adjustments if the actual forfeiture rate differs from the expected rate.

     The expected term assumption is derived from the option valuation model and is in part based on historical data regarding the exercise behavior of option holders based on multiple share-price paths. The Lattice model also takes into consideration employee turnover and voluntary exercise patterns of option holders.

     As at December 31, 2008, there was $42 million (2007: $33 million; 2006: $39 million) of total unrecognized compensation cost relating to unvested stock options. We expect to recognize this cost over a weighted average period of two years (2007: two years; 2006: two years).

b) Restricted Share 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 at the end of a two and a half or three-year period and are settled in cash on the third anniversary of the grant date. Additional RSUs are credited to reflect dividends paid on Barrick common shares over the vesting period.

     A liability for RSUs is recorded at fair value on the grant date, with a corresponding amount recorded as a deferred compensation asset that is amortized on a straight-line basis over the vesting period. Changes in the fair value of the RSU liability are recorded each period, with a corresponding adjustment to the deferred compensation asset. Compensation expense for RSUs incorporates an expected forfeiture rate. The expected forfeiture rate is estimated based on historical forfeiture rates and expectations of future forfeiture rates. We make adjustments if the actual forfeiture rate differs from the expected rate. At December 31, 2008, the weighted average remaining contractual life of RSUs was 1.90 years.

     Compensation expense for RSUs was $33 million in 2008 (2007: $16 million; 2006: $6 million) and is presented as a component of cost of sales, corporate administration and other expense, consistent with the classification of other elements of compensation expense for those employees who had RSUs. As at December 31, 2008 there was $84 million of total unamortized compensation cost relating to unvested RSUs (2007: $75 million; 2006: $36 million).

     Under our DSU plan, Directors must receive a specified portion 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. The fair value of amounts granted each period together with changes in fair value are expensed.

134     Notes to Consolidated Financial Statements Barrick Financial Report 2008

DSU and RSU Activity

				Fair						Fair
	DSUs			value			RSUs			value
	(thousands)			(millions)			(thousands)			(millions)
At December 31, 2005		47		$	1.4			611		$	16.4
Settled for cash		—			—			(82	)		(2.5	)
Forfeited		—			—			(58	)		(1.6	)
Granted1		22			0.7			893			27
Converted to stock options1		—			—			(18	)		(0.5	)
Credits for dividends		—			—			8			0.2
Change in value		—			—			—			2.6
At December 31, 2006		69		$	2.1			1,354		$	41.6
Settled for cash		(11	)		(0.3	)		(119	)		(4.9	)
Forfeited		—			—			(38	)		(1.4	)
Granted		42			1.4			1,174			47.5
Credits for dividends		—			—			12			0.4
Change in value		—			0.9			—			17.0
At December 31, 2007		100		$	4.1			2,383		$	100.2
Settled for cash		(4	)		(0.1	)		(348	)		(10.3	)
Forfeited		—			—			(262	)		(10.6	)
Granted		34			1.2			1,493			42.0
Credits for dividends		—			—			20			0.7
Change in value		—			(0.5	)		—			(1.7	)
At December 31, 2008		130		$	4.7			3,286		$	120.3

1. In January 2006, under our RSU plan, 18,112 restricted share units were converted to 72,448 stock options.

c) Performance Restricted Share Units (PRSUs)

In 2008, Barrick launched a PRSU plan. Under this plan, selected employees are granted PRSUs, where each PRSU has a value equal to one Barrick common share. PRSUs vest at the end of a three-year period and are settled in cash on the third anniversary of the grant date. Additional RSUs are credited to reflect dividends paid on Barrick common shares over the vesting period. Vesting is based on the achievement of performance goals and the target settlement will range from 0% to 200% of the value. At December 31, 2008, 133 thousand units were outstanding.

d) Employee Share Purchase Plan (ESPP)

In 2008, Barrick launched an Employee Share Purchase Plan. This plan enables Barrick employees to purchase Company shares through payroll deduction. Each year, employees may contribute 1%—6% of their combined base salary and annual bonus, and Barrick will match 50% of the contribution, up to a maximum of $5,000 per year. During 2008, Barrick contributed $0.5 million to this plan.

28 § 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 $47 million in 2008, $49 million in 2007 and $36 million in 2006.

b) Defined Benefit Pension Plans

We have qualified defined benefit pension plans that cover certain of our United States and Canadian employees and provide benefits based on employees’ years of service. Through the acquisition of Placer Dome, we acquired pension plans in the United States, Canada and Australia. Our policy is to fund the amounts necessary on an actuarial basis to provide enough assets to meet the benefits payable to plan members. Independent trustees administer assets of the plans, which are invested mainly in fixed income and equity securities. In 2007, one of our qualified defined benefit plans in Canada was wound up. No curtailment gain or loss resulted and the obligations of the plans are expected to be settled at the end of 2009. Also in 2007, both of our defined benefit plans in Australia were wound up. No curtailment gain or loss resulted for either plan. In 2006, actuarial assumptions were amended for one of our qualified defined benefit plans in Canada and another one of our other plans in Canada was partially wound up; no curtailment gain or loss resulted for either plan. Also in 2006, one of our qualified defined benefit plans in the United States was amended to freeze benefits accruals for all employees, resulting in a curtailment gain of $8 million.

     As well as the qualified plans, we have non-qualified 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 $9 million in 2008 (2007: $19 million), and is recorded in our consolidated balance sheet under available-for-sale securities.

     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.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     135

Pension Expense (Credit)

For the years ended December 31	2008			2007			2006
Expected return on plan assets	$	(19	)	$	(21	)	$	(20	)
Service cost		—			2			4
Interest cost		21			21			22
Actuarial losses		1			1			1
Curtailment gains		—			—			(8	)
	$	3		$	3		$	(1	)

c) Pension Plan Information

Fair Value of Plan Assets

For the years ended December 31	2008			2007			2006
Balance at January 1	$	293		$	301		$	166
Increase for plans assumed on acquisitions		9			—			127
Actual return on plan assets		(41	)		31			35
Company contributions		12			10			10
Settlements		—			(14	)		—
Benefits paid		(33	)		(35	)		(37	)
Foreign currency adjustments		(3	)		—			—
Balance at December 31	$	237		$	293		$	301

At December 31	2008						2008
	Target1			Actual			Actual
Composition of plan assets:
Equity securities		43	%		43	%	$	103
Fixed income securities		57	%		57	%		134
		100	%		100	%	$	237

1. Based on the weighted average target for all defined benefit plans.

Projected Benefit Obligation (PBO)

For the years ended December 31	2008			2007
Balance at January 1	$	364		$	389
Increase for plans assumed on acquisition of 40% of Cortez		9			—
Service cost		—			2
Interest cost		21			21
Actuarial (gains) losses		4			1
Benefits paid		(33	)		(35	)
Foreign currency adjustments		(8	)		—
Curtailments		—			(14	)
Balance at December 31	$	357		$	364
Funded status1	$	(120	)	$	(71	)
ABO2,3	$	357		$	254

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 $9 million at December 31, 2008).
2.	For 2008, we used a measurement date of December 31, 2008 to calculate accumulated benefit obligations.
3.	Represents the accumulated benefit obligation (“ABO”) for all plans. The ABO for plans where the PBO exceeds the fair value of plan assets was $326 million (2007: $254 million).

Pension Plan Assets/Liabilities

For the years ended December 31	2008			2007
Non-current assets	$	—		$	25
Current liabilities		(7	)		(8	)
Non-current liabilities		(113	)		(87	)
Other comprehensive income1		52			(9	)
	$	(68	)	$	(79	)

1. Amounts represent actuarial (gains) losses.

The projected benefit obligation and fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets at December 31, 2008 and 2007 were as follows:

For the years ended December 31	2008		2007
Projected benefit obligation, end of year	$	326	$	329
Fair value of plan assets, end of year	$	205	$	258

136     Notes to Consolidated Financial Statements Barrick Financial Report 2008

The projected benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2008 and 2007 were as follows:

For the years ended December 31	2008		2007
Projected benefit obligation, end of year	$	357	$	329
Accumulated benefit obligation, end of year	$	326	$	330
Fair value of plan assets, end of year	$	205	$	258

Expected Future Benefit Payments

For the years ending December 31

2009	$	57
2010		29
2011		24
2012		24
2013		24
2014 — 2018	$	116

d) Actuarial Assumptions

For the years ended December 31	2008			2007			2006
Discount rate1
Benefit obligation		4.50–6.25	%		4.50–6.30	%		4.40–5.90	%
Pension cost		4.50–6.25	%		4.50–5.81	%		4.40–5.90	%
Return on plan assets1		3.75–7.00	%		4.50–7.25	%		7.00–7.25	%
Wage increases		3.50–5.00	%		3.50–5.00	%		3.50–5.00	%

1. Effect of a one-percent change: Discount rate: $25 million decrease in ABO and $1 million increase in pension cost; Return on plan assets: $3 million decrease in pension cost.

Pension plan assets, which consist primarily of fixed-income and equity securities, are valued using current market quotations. Plan obligations and the annual pension expense are determined on an actuarial basis and are affected by numerous assumptions and estimates including the market value of plan assets, estimates of the expected return on plan assets, discount rates, future wage increases and other assumptions. The discount rate, assumed rate of return on plan assets and wage increases are the assumptions that generally have the most significant impact on our pension cost and obligation.

     The discount rate for benefit obligation and pension cost purposes is the rate at which the pension obligation could be effectively settled. This rate was developed by matching the cash flows underlying the pension obligation with a spot rate curve based on the actual returns available on high-grade (Moody’s Aa) US corporate bonds. Bonds included in this analysis were restricted to those with a minimum outstanding balance of $50 million. Only non-callable bonds, or bonds with a make-whole provision, were included. Finally, outlying bonds (highest and lowest 10%) were discarded as being non-representative and likely to be subject to a change in investment grade. The resulting discount rate from this analysis was rounded to the nearest five basis points. The procedure was applied separately for pension and post-retirement plan purposes, and produced the same rate in each case.

     The assumed rate of return on assets for pension cost purposes is the weighted average of expected long-term asset return assumptions. 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.

     Wage increases reflect the best estimate of merit increases to be provided, consistent with assumed inflation rates.

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.

Other Post-retirement Benefits Expense

For the years ended December 31	2008		2007		2006
Interest cost	$	2	$	2	$	2
Other		—		—		—
	$	2	$	2	$	2

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     137

Fair Value of Plan Assets

For the years ended December 31	2008			2007			2006
Balance at January 1	$	—		$	—		$	—
Contributions		2			2			3
Benefits paid		(2	)		(2	)		(3	)
Balance at December 31	$	—		$	—		$	—

Accumulated Post-retirement Benefit Obligation (APBO)

For the years ended December 31	2008			2007			2006
Balance at January 1	$	30		$	37		$	39
Interest cost		2			2			2
Actuarial (gains) losses		2			(7	)		(1	)
Benefits paid		(2	)		(2	)		(3	)
Balance at December 31	$	32		$	30		$	37
Funded status		(32	)		(30	)		(37	)
Unrecognized net transition obligation		n/a			n/a			n/a
Unrecognized actuarial losses		n/a			n/a			n/a
Net benefit liability recorded		n/a			n/a			n/a

Other Post-retirement Assets/Liabilities

For the years ended December 31	2008			2007
Current liability	$	(3	)	$	(3	)
Non-current liability		(29	)		(27	)
Accumulated other comprehensive income		—			(1	)
	$	(32	)	$	(31	)

Amounts recognized in accumulated other comprehensive income consist of:¹

For the years ended December 31	2008			2007
Net actuarial loss (gain)	$	1		$	(2	)
Transition obligation (asset)		(1	)		1
	$	—		$	(1	)

1. The estimated amounts that will be amortized into net periodic benefit cost in 2008.

We have assumed a health care cost trend of 8% in 2008, decreasing ratability to 5% in 2011 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, 2008 would have had no significant effect on the post-retirement obligation and would have had no significant effect on the benefit expense for 2008.

Expected Future Benefit Payments

For the years ending December 31
2009	$	3
2010		3
2011		3
2012		3
2013		2
2014 — 2018	$	11

29 § 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.

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. In November 2008, near the completion of discovery, this matter was scheduled for trial in March 2009. The trial date has since been adjourned because of a settlement in principle among the parties. Efforts to finalize the settlement and seek the necessary Court approval are ongoing. No amounts have been accrued for any potential loss under this complaint.

138      Notes to Consolidated Financial Statements Barrick Financial Report 2008

Cortez Hills Complaint

On November 12, 2008, the United States Bureau of Land Management issued a Record of Decision approving the Cortez Hills Expansion Project. On November 20, 2008, the TeMoak Shoshone Tribe, the East Fork Band Council of the TeMoak Shoshone Tribe and the Timbisha Shoshone Tribe, the Western Shoshone Defense Project, and Great Basin Resource Watch filed a lawsuit against the United States seeking to enjoin the majority of the activities comprising the Project on grounds that it violated the Western Shoshone rights under the Religious Freedom Restoration Act (“RFRA”), that it violated the Federal Land Policy and Management Act‘s prohibition on “unnecessary and undue degradation,” and that the Project’s Environment Impact Statement did not meet the requirements of the National Environmental Policy Act. The Plaintiffs’ RFRA claim is based on the assertion that the Project and adjoining areas are sacred to certain Western Shoshone. On November 24, 2008, the Plaintiffs filed a Motion for a Temporary Restraining Order and a Preliminary Injunction barring work on the Project until after a trial on the merits. After a four day hearing, on January 26, 2009, the Court denied the Plaintiffs’ Motion for a Preliminary Injunction, concluding that the Plaintiffs had failed to demonstrate a likelihood of success on the merits. The Plaintiffs have appealed that decision to the United States Court of Appeals for the Ninth Circuit.

Marinduque Complaint

Placer Dome has been named the sole defendant in a Complaint filed on October 4, 2005, by the Provincial Government of Marinduque, an island province of the Philippines (“Province”), with the District Court in Clark County, Nevada. The action was removed to the Nevada Federal District Court on motion of Placer Dome. The Complaint asserts that Placer Dome is responsible for alleged environmental degradation with consequent economic damages and impacts to the environment in the vicinity of the Marcopper mine that was owned and operated by Marcopper Mining Corporation (“Marcopper”). Placer Dome indirectly owned a minority shareholding of 39.9% in Marcopper until the divestiture of its shareholding in 1997. The Province seeks “to recover damages for injuries to the natural, ecological and wildlife resources within its territory”, but “does not seek to recover damages for individual injuries sustained by its citizens either to their persons or their property”. In addition to damages for injury to natural resources, the Province seeks compensation for the costs of restoring the environment, an order directing Placer Dome to undertake and complete “the remediation, environmental cleanup, and balancing of the ecology of the affected areas,” and payment of the costs of environmental monitoring. The Complaint addresses the discharge of mine tailings into Calancan Bay, the 1993 Maguila-guila dam breach, the 1996 Boac river tailings spill, and alleged past and continuing damage from acid rock drainage.

     At the time of the amalgamation of Placer Dome and Barrick Gold Corporation, a variety of motions were pending before the District Court, including motions to dismiss the action for lack of personal jurisdiction and for forum non conveniens (improper choice of forum). On June 29, 2006, the Province filed a Motion to join Barrick Gold Corporation as an additional named Defendant and for leave to file a Third Amended Complaint which the Court granted on March 2, 2007. On March 6, 2007, the Court issued an order setting a briefing schedule on the Company’s motion to dismiss on grounds of forum non conveniens. On June 7, 2007, the Court issued an order granting the Company’s motion to dismiss. On June 25, 2007, the Province filed a motion requesting the Court to reconsider its Order dismissing the action. On January 16, 2008, the district court issued an order denying the Province’s motion for reconsideration. Following the district court’s order, the Province filed Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit. Under the briefing schedule established by the Court of Appeals the Province’s initial brief in the Appeal was filed on August 15, 2008, the Company’s responsive brief was filed on September 15, 2008, and the Province’s reply brief was filed on October 15, 2008. Oral argument before the U.S. Court of Appeals is set for March 10, 2009. We will challenge the claims of the Province on various grounds and otherwise vigorously defend the action. No amounts have been accrued for any potential loss under this complaint.

Barrick Financial Report 2008 Notes to Consolidated Financial Statements     139

Calancan Bay (Philippines) Complaint

On July 23, 2004, a complaint was filed against Marcopper and Placer Dome Inc. (“PDI”) in the Regional Trial Court of Boac, on the Philippine island of Marinduque, on behalf of a putative class of fishermen who reside in the communities around Calancan Bay, in northern Marinduque. The complaint alleges injuries to health and economic damages to the local fisheries resulting from the disposal of mine tailings from the Marcopper mine. The total amount of damages claimed is approximately US$900 million.

     On October 16, 2006, the court granted the plaintiffs’ application for indigent status, allowing the case to proceed without payment of filing fees. On January 17, 2007, the Court issued a summons to Marcopper and PDI. On March 25, 2008, an attempt was made to serve PDI by serving the summons and complaint on Placer Dome Technical Services (Philippines) Inc. (“PDTS”). PDTS has returned the summons and complaint with a manifestation stating that PDTS is not an agent of PDI for any purpose and is not authorized to accept service or to take any other action on behalf of PDI. On April 3, 2008, PDI made a special appearance by counsel to move to dismiss the complaint for lack of personal jurisdiction and on other grounds. The plaintiffs have opposed the motion to dismiss. A hearing on the motion to dismiss originally set by the trial court for November 27, 2008 has been rescheduled for March 11, 2009.

     The Company intends to defend the action vigorously. No amounts have been accrued for any potential loss under this complaint.

Pakistani Constitutional Litigation

On November 28, 2006, a Constitutional Petition was filed in the High Court of Balochistan by three Pakistani citizens against: Barrick, the governments of Balochistan and Pakistan, the Balochistan Development Authority (“BDA”), Tethyan Copper Company (“TCC”), Antofagasta Plc (“Antofagasta”), Muslim Lakhani and BHP (Pakistan) Pvt Limited (“BHP”).

     The Petition alleged, among other things, that the entry by the BDA into the 1993 Joint Venture Agreement (“JVA”) with BHP to facilitate the exploration of the Reko Diq area and the grant of related exploration licenses were illegal and that the subsequent transfer of the interests of BHP in the JVA and the licenses to TCC was also illegal and should therefore be set aside. Barrick currently indirectly holds 50% of the shares of TCC, with Antofagasta indirectly holding the other 50%.

     On June 26, 2007, the High Court of Balochistan dismissed the Petition against Barrick and the other respondents in its entirety. On August 23, 2007, the petitioners filed a Civil Petition for Leave to Appeal in the Supreme Court of Pakistan. The Supreme Court of Pakistan has not yet considered the Civil Petition for Leave to Appeal. Barrick intends to defend this action vigorously. No amounts have been accrued for any potential loss under this complaint.

140     Notes to Consolidated Financial Statements Barrick Financial Report 2008

EX-99.2

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

Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Barrick Gold Corporation (“Barrick”, “we”, “our” or the “Company”), our operations, financial performance and present and future business environment. This MD&A, which has been prepared as of February 19, 2009, should be read in conjunction with our unaudited consolidated financial statements for the year ended December 31, 2008. Unless otherwise indicated, all amounts are presented in US dollars.

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

     Continuous disclosure materials, including our most recent Form 40-F/Annual Information Form, annual MD&A, audited consolidated financial statements, and Notice of Annual Meeting of Shareholders and Proxy Circular will be available on our website at www.barrick.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. For an explanation of terminology unique to the mining industry, readers should refer to the glossary on page 77.

Cautionary Statement on Forward-Looking Information

Certain information contained or incorporated by reference in this MD&A, including any information as to our strategy, plans or 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”, “intend”, “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: the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; fluctuations in the currency markets (such as Canadian and Australian dollars, South African rand, Chilean peso, Argentinean peso, Peruvian sol and Papua New Guinean kina versus US dollar); fluctuations in the spot and forward price of gold and copper or certain other commodities (such as silver, 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, Dominican Republic, Australia, Papua New Guinea, Chile, Peru, Argentina, South Africa, Tanzania, Russia, Pakistan 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; employee relations; availability and

24       Management’s Discussion and Analysis Barrick Financial Report 2008

increased costs associated with mining inputs and labor; litigation; the speculative nature of 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 exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion or copper cathode 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 MD&A 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 SEC 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, except to the extent required by applicable law.

Index

26	Core Business, Enterprise Strategy and Our Ability to Deliver Results Provides an overview of Barrick and outlines our core business, critical success factors, key performance indicators for our business, our performance in relation to our 2008 strategic objectives, our 2009 strategic objectives, and our key strengths and competencies.	52	Review of Quarterly Result Provides a review of our consolidated financial performance in the fourth quarter, summarizes our results on a quarter by quarter basis, and includes an analysis of key factors impacting quarter to quarter performance.
31	Market Overview and 2008 Financial and Operational Results Provides a review of the overall market trends within the industry, reviews Barrick’s consolidated financial performance, including significant factors affecting income and cash flow. It also includes a review of our regional operating performance in 2008 along with an update on key projects.	53	Financial Condition Review Reviews our cash flow, balance sheet, credit rating and our approach to managing our capital position and capital resources to support our business objectives. It also discusses our contractual obligations, off balance sheet arrangements and financial instruments as at the end of 2008.
	31 Market Overview
	36 Financial Overview 39 Operational Overview 40 Reserves 41 Key Business Transactions 41 Operating Segments Review	62	Critical Accounting Policies and Estimates Summarizes key changes in accounting policies in 2008 and for future periods, analyzes critical accounting estimates, our internal controls over financial reporting, disclosure controls and procedures, and information on our conversion to IFRS.
47	Review of Significant Operating Expenses Provides analytics for variances for our significant operating expenditures.	72	Non-GAAP Financial Measures Includes descriptions of the various non-GAAP financial performance measures used by management, the reasons for their usage and a tabular reconciliation of these measures to the closest equivalent US GAAP measure.
50	Financial Outlook Provides our 2009 forecast for key financial and operational performance measures, significant underlying assumptions, and economic sensitivities for some of these key assumptions.	77	Glossary of Technical Terms Explanation of terminology used in our MD&A that is unique to the mining industry.

Barrick Financial Report 2008 Management’s Discussion and Analysis       25

Changes in Definitions of Non-GAAP Measures

We use certain non-GAAP financial measures in our MD&A. In this MD&A, we have changed the definition of “adjusted net income”, “total cash costs”, “EBITDA”, “realized price” and “cash margin”. For a description of the change in the definition of (a) adjusted net income, please see pages 72 and 73, (b) total cash costs, please see pages 38 and 73 to 74, (c) EBITDA, please see page 75, (d) realized price, please see pages 75 to 76, and (e) cash margin, please see page 76. For a detailed discussion of each of the non-GAAP measures used in our MD&A, please see the discussion under “Non-GAAP Financial Performance Measures” beginning on page 72 of our MD&A.

Core Business, Enterprise Strategy and our Ability to Deliver Results

Our Vision

To be the world’s best gold mining company by finding, acquiring, developing and producing quality reserves in a safe, profitable and socially responsible manner.

Our Business

Governed by our five core values; behave like an owner, act with a sense of urgency, be a team player, continually improve, and deliver results, we have become the world’s preeminent gold mining company. Our annual gold production and gold reserves are the largest in the industry. We also produce significant amounts of copper at some of our operating mines. We sell our production in the world market through three primary distribution channels: gold bullion is sold in the gold spot market; gold and copper concentrate is sold to independent smelting companies; and copper cathode is sold under copper cathode sales contracts with various third parties.

Our Strategy

To increase total returns for our shareholders, we aim to increase earnings and operating cash flow and to provide leverage to gold prices through annual gold production and growing our reserve/resource base through a combination of organic growth, driven by new mineral reserve discoveries and the development of new projects, and also through acquisitions. Our profitability is largely dependent upon the volume of gold and copper production, realized prices of gold and copper and production costs. As gold prices have risen in recent years, we have been able to realize higher cash margins per ounce through containment of production costs. Although gold production has seen a declining trend in the past three years, we intend to increase production levels through the development of new mines and also through acquisitions.

     Building new mines is key to our long term goal of increasing profitability and building shareholder value. 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 by ensuring that we have an inventory of projects combined with effective management of current operating mines.

26       Management’s Discussion and Analysis Barrick Financial Report 2008

     The projects in our inventory are at various stages of development, ranging from scoping to feasibility to construction. Three projects are at an advanced stage, namely Buzwagi, Cortez Hills and Pueblo Viejo. We are confident that we have the managerial team and resources to successfully bring these advanced projects into production. These projects will require substantial upfront capital that we expect to fund from a combination of future operating cash flow and new financings. We expect that these three new mines will operate at lower average total cash costs than the average total cash costs of our current portfolio of operating mines. We also expect these new mines will report higher amortization than our current portfolio, reflecting the high capital cost of building new mines in today’s economic environment. The other projects in our inventory include both gold and non-gold projects at various stages of feasibility. In light of today’s low price environment for other metals, our primary focus is on projects with a significant gold component. A decision to proceed with other projects will depend upon numerous factors, but particularly the expected economic returns on the project and the cost and availability of financing.

     Acquisitions have always been an integral part of our growth strategy. In 2006, we acquired Placer Dome Inc., one of the world’s largest gold mining companies. In 2007, we continued to expand our projects through the acquisition of a 51% interest in the Cerro Casale copper-gold deposit in Chile, and a package of exploration licenses in Papua New Guinea from Highlands Pacific. We also increased our interest in the Porgera mine from 75% to 95%. In 2008, we increased our ownership in the Cortez mine and Cortez Hills project from 60% to 100%.

Key Strategic Performance

In 2008, our strategic targets focused on share price performance, creating a high performance organization, responsible mining, advancing our inventory of projects and meeting our financial and operating targets with a focus on core areas such as production, cost control, and increasing reserves. Our successes in each of these areas have laid the foundation for our 2009 key areas of focus: share price performance, growth, financial strength and flexibility, operational excellence, respect for our people, ensuring our license to operate and continuing to build and maintain a high performance organization.

Barrick Financial Report 2008 Management’s Discussion and Analysis      27

Strategic Performance and 2009 Stategic Objectives

2008 Strategic Objectives	Performance	Key 2009 Strategic Objectives
Operational Excellence §     Meet guidance for production and total cash costs §     Excellent financial management in areas of financial risk management, financial reporting, cost control and investor communications Growth §     Continue to focus on exploration to find new gold reserves and resources §     Expanding the role of R&D to add value to our existing operations §     Targeted acquisitions to strengthen operational base Capital Management and Projects §     Effective capital allocation through prioritization and sequencing of projects §     Projects built on-time and on-budget §     Address long-term energy needs and explore alternative energy projects	§     Met guidance for gold production and met revised total cash cost guidance §     Continued our emphasis on cost controls, supply security and supplier development §     Increased gold reserves by 11% to 138.5 million ounces and increased gold resources by 29% to 65.0 million ounces §     Moving into the execution phase of our internet based “Unlock the Value” program which is aimed at enhancing the recovery of the silver content of our Veladero deposit located in Argentina §     Acquired additional 40% of Cortez to consolidate 100% interest §     Buzwagi construction on schedule and within budget with production expected in mid-2009. §     Cortez Hills regulatory approval obtained to allow commencement of construction and pre-stripping §     Pueblo Viejo construction activity commenced §     Acquired Barrick Energy as part of a long term strategy to contain the cost of oil consumption	Operational Excellence §     Meet or improve upon operational guidance §     Intense focus on capital efficiency and allocation of capital §     Deliver projects on time and on budget §     Manage financial and commodity exposures Growth §     Focus on reserve/resource growth through a combination of new discoveries and acquisitions Enhance Financial Strength and Flexibility §     Maintain investment grade credit ratings §     Ensure credibility with shareholders by delivering on guidance and providing high-quality continuous communication §     Ensure access to capital markets
High Performance Organization §     Strengthen leadership through sustained training and support for our people §     Continue building culture focused on our values, innovation and open communication §     Enhanced people management to be the employer of choice by attracting, motivating and retaining top people in competitive markets §     Support the business by developing robust infrastructure, standardizing and streamlining business processes	§     Continued Business Process Improvement program and implementation of standardized technology solutions and business processes across the company §     Developed and implemented Compass, a set of learning and development programs for early stage professionals, in each of our technical mining disciplines	High Performance Organization §     Maintain entrepreneurial culture §     Enhance employee ownership and accountability §     Reward and recognize bold leadership §     Focus and simplify work practices
Responsible Mining §     Effective community and government relations that work to strengthen relationships with the communities around our operations §     Environmental leadership on climate change, water management, energy management and International Cyanide Management Code implementation Innovation §     Focus on innovation, through R&D efforts, to increase recovery, improve ore characterization, reduce energy equirements and improve plant design §     Using technology as an enabler to develop strategy, increase automation and remote management at our mines	§     Improved our safety record with fewer lost-time and total incidents §     Over 20,000 people trained in Courageous Safety and Leadership to date §     A Community Relations Leadership Team was established and played a key role in the development of a strategy to strengthen relationships with communities around our operations §     We established a climate change policy and program during the year and have completed the company’s first carbon profile and are engaged in a risk assessment to guide our efforts in the future. §     Voluntary application of the International Cyanide Management Code, which establishes strict guidelines for the safe management of cyanide in mining. Fourteen Barrick mines have been formally certified under the Code, with a further five mines on track for certification in 2009	Respect our People §     “Every person going home safe and healthy every day” §     Personal development and career advancement of our employees §     Continuously recognize the achievements of our people Ensure License to Operate §     Welcomed partner of communities and government §     Effective environmental stewardship §     Compliance with regulatory standards

28       Management’s Discussion and Analysis Barrick Financial Report 2008

Capability to Execute our Strategy

Our capability to execute our financial and operational strategy comes from the strength of our experienced management team, skilled workforce and organizational structure, a strong inventory of projects that facilitates the long-term sustainability of our business, our strong research and development group, our strong financial position and our commitment to achieving high standards in terms of environmental, health and safety performance.

Experienced Management Team, Skilled Workforce and Organizational Structure

We have an experienced management team with a proven track record in the mining industry. Strong leadership and governance are critical to the successful implementation of our core business strategies.

     We manage our business using a regional business unit (“RBU”) structure. We have four RBUs, each of which is led by its own Regional President: North America, South America, Australia Pacific, and Africa. Each RBU operates as a standalone business unit with a range of functional groups. Since their inception, the RBUs have added value to our business by realizing operational efficiencies in the region, allocating resources more effectively and understanding and better managing the local business environment, including labor, consumable costs and supply and government and community relations.

     A skilled workforce has a significant impact on the efficiency and effectiveness of our operations. The remote nature of many of our mine sites presents some challenges in maintaining a well-trained and skilled workforce. As a result, we continue to focus on training and development for key members of our senior mine management, technical professionals and frontline workers through our talent management processes and enhanced distance learning programs and e-learning technologies. We have also expanded our technical training and development programs to include all of our technical mining disciplines (mining, metallurgy, maintenance and geology). This program is now improving the technical and leadership skills of over 300 professionals.

     In addition, we have a Continuous Improvement (“CI”) group that is focused on improving operational excellence. An ongoing focus for the CI group continues to be the identification of cost reduction opportunities, through process improvements, better utilization of plant and equipment and metallurgical recovery improvements to increase production rates and lower costs.

Advanced Exploration and Project Development

Our inventory of advanced exploration targets and development projects represents an important component of our long-term strategy of growing our reserves and resources. Our exploration is focused on prospective land positions and we prioritize exploration targets to optimize the investment in our exploration programs. An economic discovery is no longer a guarantee of a new mine, as considerable opposition to new mining projects can develop from institutional NGOs or unstable political climates. The development of a new mine requires successful permitting and government relations, community dialogue and engagement, and significant financial and human capital. As a result of these factors, the timeline and cost of developing projects has increased significantly. In 2008, we formed a dedicated Capital Projects group to focus on managing large projects and building new mines. This specialized group manages all project activities up to and including the commissioning of new mines, at which point responsibility for mine operations is handed over to the RBUs.

Research and Development

Our research and development (“R&D”) group is supported by an in-house Technology Center located in Vancouver, and supports both operations and projects. In 2009, we are moving into the execution phase of our internet-based “Unlock the Value” program which is aimed at enhancing the recovery of the silver content of our Veladero deposit located in Argentina. The silver recovery program for the Pueblo Viejo project also has increased expected recoveries significantly from the former Placer Dome feasibility work.

Barrick Financial Report 2008 Management’s Discussion and Analysis       29

Financial Strength

The current global economic crisis has underlined the importance of maintaining adequate levels of liquidity and a strong balance sheet. We actively manage our liquidity by focusing on maintaining and growing operating cash flow, effective capital allocation and prioritization of capital projects, and putting in place financing, when appropriate, for our capital needs.

Environmental, Health and Safety

Safeguarding the environment is critical to our social license to operate. In mining, water and energy conservation are also a critical part of the environmental equation. Our new Global Water Conservation Standard has been finalized and is now being implemented as a company-wide priority. All 27 Barrick mines have conducted energy self- assessments and are working toward greater energy efficiency and conservation.

     Our Environmental Management System continues to garner recognition. Most recently, our Ruby Hill mine in Nevada won the prestigious federal Bureau of Land Management award for its environmental management and concurrent reclamation practices. In Argentina, a pioneering wetlands rehabilitation program near our Veladero mine was recognized internationally by the industry association OLAMI (Organizacion Latinoamericana de Minería).

     We also announced a $30 million expansion of the Punta Colorado wind farm project near Pascua-Lama in Chile, increasing our investment to $70 million and generating capacity from 20 to 36 megawatts. This brings the company’s total investment in renewable energy projects to $98 million to date, including a high altitude wind turbine near our Veladero mine in Argentina and solar power in Nevada. In 2008, we also became the first mining company to join the International Leadership Council of the Nature Conservancy, the world’s largest conservation organization.

     We believe that the health and safety of our workers is fundamental to our business. Our vision is: “Every person going home safe and healthy every day”. We are committed to the identification, elimination or control of workplace hazards for the protection of ourselves and others. Our long-term goal is to be a zero incident company.

     For us to succeed in fulfilling this goal, we are working to:

§	Provide the expertise and resources needed to maintain safe and healthy working environments
§	Establish clearly defined safety and occupational health programs and measure safety and health performance, making improvements as warranted
§	Operate in accordance with recognized industry standards, while complying with applicable regulations
§	Investigate the causes of accidents and incidents and develop effective preventative and remedial action
§	Train employees to carry out their jobs safely and productively
§	Maintain a high degree of emergency preparedness.
§	Require that vendors and contractors comply with our applicable safety and health standards.

30      Management’s Discussion and Analysis Barrick Financial Report 2008

Market Overview and 2008 Financial and Operational Results

Market Overview

In 2008, the global economy experienced a tumultuous year, as many commodity prices and stock market indices reached all-time highs. Gold reached an all-time high of $1,032 per ounce in 2008, and copper reached a high of $4.06 per pound in 2008. Commodity prices declined precipitously during the latter half of the year as global credit markets seized up, investor confidence plummeted and many economies entered recession. The decrease in bank liquidity and the resulting credit crisis led to some high profile bank failures and other near failures. These developments had a pervasive impact on virtually all industries through the devaluation of global equities and commodities; increased volatility in global equities, commodities, foreign exchange and precious metals markets; deterioration in the credit ratings of a number of large financial institutions; decreases in market liquidity and unwinding of levered trades by hedge funds; intervention by governments and central banks in the marketplace; and a general slowdown in global economic activity. Although gold prices retreated to a low of $682 per ounce in 2008, market prices have since increased as investors have looked to gold as a safe haven, with recent prices in the range of $950 to $975 per ounce. These developments have had, and we expect will continue to have, a significant impact on our business. In particular:

§	Volatility in gold prices leads to volatility in our revenues, earnings and cash flow.
§	Lower copper prices impact the revenues and cash flow generated by our copper production and the potential returns on projects containing significant quantities of copper such as Cerro Casale and Reko Diq. Our copper hedge position largely economically protects us from lower copper prices in 2009, but beyond 2009 we are dependent on market copper prices.
§	Lower energy prices, commodity and consumables prices and currency exchange rates should benefit our production costs in the medium to long term. In the short term, our currency and energy hedge positions will result in higher prices than current market rates, delaying the realization of benefits to production costs.
§	Lower silver, platinum group metals, nickel and copper prices would impact the economics of capital projects containing significant quantities of these metals, such as Pascua-Lama, Sedibelo, Fedorova, Kabanga, Cerro Casale and Reko Diq.
§	The global credit/liquidity crisis is impacting the cost and availability of new financing.

In response to these conditions we have taken a number of actions, including:

§	A critical review of spending to contain costs;
§	An extensive review of sustaining capital expenditures to prioritize allocations of capital; and
§	Focusing on advancing our near term gold projects (Buzwagi, Cortez Hills and Pueblo Viejo) to optimize returns and cash flow.

Although current economic and credit conditions create many challenges and risks, a continuation of the trend of higher gold prices, if gold maintains its appeal as a safe haven, could enable us to increase cash margins from gold sales and operating cash flow from our current portfolio of operating mines. At the same time there is risk that a decline in gold prices could also occur.

Mineral Markets

Gold

The market price of gold is one of the most significant factors in determining the profitability of Barrick’s operations¹. The price of gold is subject to volatile price movements over short periods of time, especially in the current market environment, and is affected by numerous industry and macroeconomic factors that are beyond our control. Gold price volatility increased significantly compared to 2007, and the price ranged from $682 to $1,032 per ounce in 2008, with an average market price of $872 per ounce. Gold strongly outperformed all other major commodities in 2008 as it benefited from safe-haven flows during the financial crisis. However, safe-haven flows were subsequently outweighed by US dollar strengthening and a general deleveraging of balance sheets across the globe, which resulted in gold trading as low as $682 per ounce in November, after reaching over $1,000 per

1. Refer to our financial outlook section in this MD&A for an illustration of the sensitivity of our revenues to movements in the gold price.

Barrick Financial Report 2008 Management’s Discussion and Analysis      31

ounce in March. By year end, gold was trading at $870 per ounce due to less speculative selling and strong investment demand from Exchange Traded Funds (“ETFs”) and coin sales.

     We believe that the uncertainty in the global financial markets, the amount of monetary stimulus being injected into the global economy, possible inflationary pressures in the medium term from an exceptionally low interest rate environment, the possibility of currency revaluations, including US dollar depreciation, and a sharp increase in government spending in response to the financial crisis are all supportive of higher gold prices in 2009 if such trends continue.

     We believe the outlook for mine production from all gold mining companies over the next 5 to 10 years, which currently represents over 60% of total global supply, is one of gradual decline. The primary drivers for the global decline are a trend of lower grade production by many producers; increasing delays and impediments in bringing projects – especially large-scale projects – to the production stage; inflationary pressures on capital costs which have subsequently eased, but have been replaced by global financing conditions that constrain the ability of mining companies to finance projects; a lack of global exploration success in recent years; and a dearth of new, promising regions for gold exploration and production. A decrease in global industry production increases the potential for increases in the sustainable long term gold price.

Copper

London Metals Exchange (“LME”) copper prices traded in a range of $1.28 to $4.06 per pound in 2008, and averaged $3.15 per pound for the year. Our realized price of $3.39 in 2008 exceeded LME spot prices due to the impact of our copper hedging program. In 2008, copper prices reached all-time highs before suffering large declines through the end of 2008, due to the global economic slowdown. Future copper prices should be influenced by demand from Asia, global economic performance and production levels of mines and smelters. Our 2009 copper production is economically protected from declines in LME spot prices through the use of forwards and collars. At spot prices between $1.57 and $2.01 per pound we expect to realize an average minimum price of $3.03 per pound. On approximately half of our production we are exposed to a decline in market prices below $1.57 per pound and have upside participation above $2.01 per pound through buying calls that allowed us to lock in gains from $3.03 to $2.01 per pound and selling puts to finance these calls.

32      Management’s Discussion and Analysis Barrick Financial Report 2008

Currency Exchange Rates

The results of our mining operations outside the United States, particularly our mine operating costs, are affected by currency exchange rates. The largest single exposure we have is to the Australian dollar. We also have exposure to the Canadian dollar through a combination of Canadian mine operating costs and corporate administration costs; and the Papua New Guinea kina, Peruvian sol, Chilean peso and Argentinean peso through mine operating costs.

     Fluctuations in the US dollar increase the volatility of our costs reported in US dollars, subject to protection we have put in place through our currency hedging program. In 2008, the Canadian dollar traded in a wide range of $0.77 to $1.03 and closed at $0.81 due to volatility in the global economy and weaker energy and commodity prices. The Australian dollar experienced high volatility as well, trading in a range of $0.60 to $0.98 and closed at $0.70, due in part to decreasing interest rate differentials and the impact of the global economic slowdown and weaker commodity prices.

     About 60–65% of our consolidated production costs are denominated in US dollars and are not exposed to fluctuations in US dollar exchange rates. For the remaining portion, our currency hedge position allows for more accurate forecasting of our anticipated expenditures in US dollar terms and mitigates our exposure to volatility in the US dollar. 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: 2008 – $106 million; 2007 – $166 million; and 2006 – $84 million. These gains are recorded within our operating costs. We have also recorded hedge gains as an offset to corporate administration costs as follows: 2008 – $11 million; 2007 – $19 million; and 2006 – $14 million.

     For 2009, our average Australian and Canadian dollar hedge rates exceed the current market rates for these currencies. The average hedge rates vary depending on when the contracts were put in place. We are approximately 95% hedged in 2009 for expected Australian and Canadian operating expenditures at rates of 0.76 and 0.94, respectively. In addition, we have hedged 90% of our expected 2010 Australian operating expenditures at a rate of $0.80. Assuming market exchange rates remain at the December 31st levels of $0.70 and $0.82, we expect to record opportunity losses of approximately $135 million in 2009 (about $14 per ounce on total 2009 production), or approximately $100 million for the Australian dollar and approximately $35 million for the Canadian dollar, which will primarily impact our administration costs. Further information on our currency hedge positions is included in note 20 to the Financial Statements.

Barrick Financial Report 2008 Management’s Discussion and Analysis       33

Fuel

We consume on average about 3.5 million barrels of diesel fuel annually across all our mines. Diesel fuel is refined from crude oil and is therefore subject to the same price volatility affecting crude oil prices. With global demand decreasing towards the end of 2008 on fears of a global slowdown in economic activity, oil prices decreased from a record high of $147 per barrel in third quarter 2008 to close at $45 per barrel at the end of the year.

     Volatility in crude prices has a significant direct and indirect impact on our production costs. In order to mitigate this volatility, we employ a strategy combining the use of futures contracts and our production from Barrick Energy to effectively hedge our exposure to high oil prices. We currently have futures contracts in place totaling 5.1 million barrels, which represents about 62% of our total estimated direct consumption in 2009 and 21% of our total estimated direct consumption over the following four years. Those contracts are primarily designated for our Nevada-based mines, and have an average price of $91 per barrel. In 2008, we realized benefits in the form of fuel hedge gains on those contracts totaling $33 million (2007: $29 million; 2006: $16 million), when contract prices were compared to market prices. At a price of $42 per barrel, we expect to realize opportunity losses of approximately $100 million in 2009 from our financial contracts. In 2009, we expect Barrick Energy to produce about 1.4 million barrels of oil equivalent at a cash cost of about $29 per barrel. The combination of our financial contracts and expected Barrick Energy production provide us with an economic hedge of 3.5 million barrels for 2009 at an average cost of $69 per barrel.

Cost Pressures

Beyond fuel, the mining industry has also experienced high volatility in the prices of many of its other commodities and consumables used in the production of gold and copper.

     In the case of sulfuric acid, we experienced a period of high market prices and supply shortages which have had a significant impact on production costs and disrupted production levels, particularly at our Zaldívar copper mine. We have now secured the supply and price of substantially all of our sulfuric acid needs for 2009 and over half of the supply expected to be required for 2010 and 2011 through firmly committed contracts, which should reduce the risk of future supply shortages and exposure to fluctuating prices.

     Electricity prices fell from the highs experienced in third quarter 2008 primarily due to the decrease in the prices of diesel, coal, propane and natural gas, which are used for power generation. We continue to pursue alternative strategies to reduce our energy cost exposure, such as the operation of our natural gas-fired electricity plant to power our Nevada-based mines and its adjacent solar farm, our wind farm in Chile and our high-altitude wind turbine in Argentina.

     The trend to lower prices for commodities and other consumables seen in the latter half of 2008 is expected to provide some eventual relief from the extraordinary rate of cost escalation the industry has witnessed over the last few years if prices remain at these lower levels. However, these lower prices will not significantly benefit our operating costs in 2009 due to the impact of existing inventory supplies, committed purchase contracts and commodity hedge contracts.

34      Management’s Discussion and Analysis Barrick Financial Report 2008

     In addition to the volatile environment for operating expenses, we are also subject to fluctuations in certain commodity prices with respect to our capital projects. In particular, the cost of structured steel is a significant proportion of our pre-production capital costs at our development projects. Steel prices have been volatile since February 2008, when steel billet contracts first began trading on the LME. From the introduction of the January 2008 Mediterranean Steel Futures contract on the LME to the end of 2008, prices traded in a $1,110 per tonne range ($255 to $1,265 per tonne), closing the year at $368 per tonne. The fluctuations in the price of steel are a result of broad volatility in commodity prices.

US Dollar Interest Rates

As a result of the contraction of global credit markets and in an effort to spur economic activity and avoid potential deflation, the US Federal Reserve reduced short-term US dollar interest rates in 2008. Commercial credit spreads have widened, largely in response to the global re-pricing of credit. Rising credit spreads would increase our costs of new financing if this environment persists. In 2009, we expect that short-term rates will remain approximately at present levels followed by incremental increases to the short-term rate once economic conditions and credit markets normalize.

     Our interest rate exposure mainly relates to the mark-to-market value of derivative instruments, the fair value and ongoing payments under U.S. dollar interest-rate swaps and to the interest payments on Barrick’s variable-rate debt ($0.3 billion at the end of the year), interest receipts on Barrick’s cash balances ($1.4 billion at the end of the year) and the valuation and forward prices of our Project Gold Sales Con -tracts. At present, the amount of interest expense recorded in our consolidated statement of income is not materially impacted by changes in short-term interest rates, due to the fact that the majority of our interest costs incurred are capitalized within property, plant and equipment. The relative amounts of variable-rate financial assets and liabilities may change in the future, depending upon the amount of operating cash flow we generate, as well as amounts invested in capital expenditures.

Barrick Financial Report 2008 Management’s Discussion and Analysis     35

Financial Overview

Summary of Key Financial Results

($ millions, except per share data in dollars)
For the years ended December 31	2008			2007			2006
Revenues	$	7,913		$	6,332		$	5,630
Net income		785			1,119			1,506
Per share1		0.90			1.29			1.79
Net income		785			1,119			1,506
Impairment charges related to goodwill, property, plant and equipment, and investments		899			59			17
(Gains)/losses on the disposition of long-lived assets		(178	)		(59	)		(301	)
Foreign currency translation (gains)/losses		135			(73	)		(7	)
Unrealized (gains)/losses on non-hedge derivative instruments		20			(10	)		15
Adjusted net income2		1,661			1,036			1,230
Per share1		1.90			1.19			1.46
EBITDA3		2,347			2,436			2,605
Operating cash flow		2,206			1,732			2,122
Sustaining capital expenditures4		742			679			720
Project capital expenditures4		739			243			258
Total assets		24,161			21,951			21,510
Total liabilities		8,702			6,613			7,255
Dividends declared	$	349		$	261		$	191

1.	Calculated using weighted average number of shares outstanding under the basic method.
2.	Adjusted net income is a non-GAAP financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation, please see page 72 of this MD&A.
3.	EBITDA is a non-GAAP financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation, please see page 75 of this MD&A.
4.	Amount presented is on a cash basis and reflects our equity share of capital expenditures on our advanced projects. For a detailed reconciliation and further discussion, please see page 57 of this MD&A.

In 2008, net income decreased by $334 million, or 30% to a total of $785 million. EBITDA of $2,347 million was slightly lower than the $2,436 million recorded in the prior year. These decreases primarily relate to impairment charges related to goodwill and long-lived assets of $749 million and investments of $205 million. The goodwill and long-lived asset impairments were mainly due to: higher discount factors and lower valuation multiples reflecting present equity market conditions; lower copper price assumptions, which resulted in a significant reduction in production levels and remaining economic life at our Osborne copper mine; a significant decline in the oil price since the acquisition date of Barrick Energy; and the expected closure of the Henty mine on exhausting reserves in 2009. Investment impairment charges are primarily attributable to the write-down of our investment in Highland Gold due to the significant decrease in equity values of companies with significant exposure to the Russian market.

Impairment Charges Related to Goodwill, Property, Plant and Equipment, and Investments

($ millions)
For the years ended December 31	2008		2007		2006
Kanowna	$	272	$	—	$	—
North Mara		218		—		—
Investment in Highland Gold		120		—		—
Osborne		104		—		—
Barrick Energy		88		—		—
Henty		30		—		—
Asset-Backed Commercial Paper		28		14		—
Golden Sunlight		—		35		—
Eskay Creek		—		7		—
Other		39		3		17
Total (net of tax)	$	899	$	59	$	17

36       Management’s Discussion and Analysis Barrick Financial Report 2008

Various other factors affected both net income and adjusted net income. The following chart illustrates those factors in the context of adjusted net income.

In 2008, we amended our definition of adjusted net income to exclude from this measure the impact of: impairment charges related to goodwill, property, plant and equipment, and investments; gains/losses on the disposition of long-lived assets; foreign currency translation gains/losses; and unrealized gains/ losses on non-hedge derivative contracts. Previously, our adjusted net income was defined as net income excluding the impact of deliveries into our Corporate Gold Sales Contracts. Management believes that highlighting the impact of these adjustments provides investors and analysts with a better understanding of our underlying operating results. In addition, management uses this measure to prepare its internal budgets, forecasts and public guidance. Consequently, for these reasons, management believes that the inclusion of this financial measure provides useful information that, when used in conjunction with net income computed in accordance with US GAAP, provides investors and analysts with a better understanding of our performance for the period and our future prospects. Adjusted net income is a non-GAAP financial measure. For a full definition and reconciliation, refer to page 72 of this MD&A.

     Operating cash flow increased $474 million from the prior year to a total of $2,206 million. The increase in operating cash flow reflects higher realized gold prices partly offset by higher total cash costs, lower gold sales volumes and higher inventory and working capital balances. Sustaining capital expenditures were $742 million, slightly higher than the prior year. Our share of project capital expenditures was $739 million, compared to $243 million in 2007, reflecting an increase in activity at the Cortez Hills, Pueblo Viejo and Buzwagi projects.

Summary of Key Operational Statistics

($ millions, except per ounce/pound data in dollars)	Gold						Copper
For the years ended December 31	2008		2007		2006		2008		2007		2006
Production (000s ounces/millions pounds)1		7,657		8,060		8,643		370		402		367
Reserves (millions of contained ounces/billions of contained pounds)2		138.5		124.6		123.1		10.0		6.2		6.0
Sales
000s ounces/millions pounds		7,595		8,055		8,390		367		401		376
$ millions	$	6,656	$	5,027	$	4,493	$	1,228	$	1,305	$	1,137
Market price		872		695		604		3.15		3.23		3.05
Realized price3		870		619		543		3.39		3.22		3.06
Cost of sales ($ millions)		3,426		2,805		2,319		436		339		391
Total cash costs 4	$	443	$	345	$	280	$	1.19	$	0.82	$	0.78

1.	Gold production and total cash cost per ounce/per pound statistics reflect our equity share of production.
2.	Calculated in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7, (under the Securities and Exchange Act of 1934), as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. Accordingly, for U.S. reporting purposes, Cerro Casale is classified as mineralized material and approximately 600 thousand ounces of reserves for Pueblo Viejo (Barrick’s 60% interest) are classified as mineralized material. For a breakdown of reserves and resources by category and additional information relating to reserves and resources, see pages 141 to 148.
3.	Realized price is a non-GAAP financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation, please see page 75 of this MD&A.
4.	Total cash costs per ounce/pound is a non-GAAP financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation, please see page 73 of this MD&A.

Barrick Financial Report 2008 Management’s Discussion and Analysis       37

Total revenues of $7.9 billion were up $1.6 billion or 25% compared to the prior year, primarily due to higher realized gold and copper prices, which was partially offset by a decrease in sales volumes. Realized gold prices of $870 per ounce in 2008 were 41% higher than in 2007, principally due to higher market gold prices. Realized gold prices in 2007 reflect a reduction of $636 million (2006: $367 million), or $76 per ounce (2006: $44 per ounce), due to the voluntary delivery of 2.5 million ounces (2006: 1.2 million ounces) into our Corporate Gold Sales Contracts at average prices below the prevailing spot price.

     Realized copper prices in 2008 were 5% higher than in 2007, with variability quarter to quarter reflecting the variability of market prices throughout the year, and the impact of our copper hedge positions in fourth quarter 2008. Current spot prices are significantly lower than 2008 realized prices. However, due to our hedge positions, we are largely economically protected from the decline in spot prices in 2009. In 2010, we are fully exposed to copper market prices.

     In 2008, cost of sales attributable to gold increased by $621 million, or 22% compared to the prior year. On a total cash costs¹ per ounce basis, costs were up $98 per ounce, or 28% compared to the prior year. Cost of sales and total cash costs were impacted by increased amounts of waste mining at certain of our operations; inflationary pressures for input costs such as labor, oil, electricity and commodities and other consumables; increases in royalties and production taxes, and lower by-product credits and other gold price linked costs. In addition, total cash costs were impacted by lower average head grades.

     Cost of sales attributable to copper increased by $97 million, or 29% compared to the prior year. Total cash costs per pound increased by $0.37, or 45% compared to the prior year. The increase in cost of sales attributable to copper and total cash costs per pound was primarily attributable to a significant increase in sulfuric acid prices and higher electricity prices resulting from a new higher-cost power contract at Zaldívar. The increases also reflect inflationary pressures on labor and other consumables and currency exchange impacts.

     In 2008, we amended our definition of total cash costs to exclude the impact of unrealized non-hedge gains/losses on derivative contracts and to include the economic impact of our Barrick Energy unit. These changes are consistent with how management prepares its budget, forecasts and public guidance for total cash costs. In addition, many other gold companies present their total cash costs metric in this manner. Consequently, management believes that the changes to the calculation of total cash costs in 2008 provides investors and analysts with more accurate information on our underlying cash costs of production in the periods presented and is more comparable to the measure of total cash costs presented by other gold mining companies.

     We produce an insignificant amount of non-gold metals in conjunction with the production of gold at certain of our operating mines, and in particular, copper is contained within the ore concentrate produced at our Bulyanhulu mine. The net economic effect of these non-gold metals is recorded within cost of sales as a by-product credit. In 2008, we recorded by-product credits of $6 million (2007: $15 million).

     Some gold producers report a measure of total cash costs per ounce that reflects the net contribution from all non-gold revenue streams as a by-product credit of producing gold. We have provided a measure of total cash costs per ounce on this basis, whether or not these non-gold metals are produced in conjunction with gold, in order to enable investors to better understand our performance in comparison to those other gold producers. Total cash costs on a full credit for non-gold sales basis² were $337 per ounce compared to $228 in the prior year.

     Cash margins per ounce illustrate the trends in profitability and the impact of fluctuations in realized prices and total cash costs on our ability to generate earnings and operating cash flow.³ Cash margins per ounce increased in 2008 as the rise in gold prices outpaced rising total cash costs.

1.	Total cash costs is a financial performance measure with no standardized meaning under US GAAP. For a full definition of total cash costs and a reconciliation to cost of sales, refer to page 73 of this MD&A.
2.	Total gold cash costs per ounce – full credit for non-gold sales is a financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation of this measure, please see page 73 of this MD&A.
3.	Cash margins per ounce, is a non-GAAP measure used by management to assess the ability of our gold operations to generate operating cash flow and analyze profitability trends. It has no standardized meaning under US GAAP. For a full definition and calculation, please refer to page 76 of this MD&A. Assuming an average spot gold price in 2009 of $850, we expect to realize cash margins of about $375 to $400 per ounce.

38       Management’s Discussion and Analysis Barrick Financial Report 2008

1.	2007 cash margins reflect a $76 per ounce (2006: $44 per ounce) impact from our voluntary deliveries into our Corporate Gold Sales Contracts.
2.	Assuming an average market gold price of $850 per ounce in 2009.

Operational Overview

For the years ended
December 31	2008			2007			% Change			2006
Gold
Tons mined (millions)		680			653			4	%		600
Ore tons processed (millions)		191			172			11	%		157
Average grade (ozs/ton)		0.047			0.055			(15	%)		0.067
Recovery rate		84.4	%		84.7	%		(1	%)		82.3	%
Gold produced (000s/oz)		7,657			8,060			(5	%)		8,643
Copper
Tons mined (millions)		83,221			89,607			(7	%)		92,342
Ore tons processed (millions)		43,813			39,016			12	%		28,166
Average grade (percent)		0.6			0.7			(14	%)		0.10
Copper produced (millions/lbs)		370			402			(8	%)		367

Production

Gold production in 2008 was 403 thousand ounces or 5% lower than in 2007, reflecting lower production in Africa, Australia and North America, partially offset by higher production in South America. Copper production was 8% lower than the prior year period due to lower production from both Zaldívar and Osborne in 2008.

Tons Mined and Tons Processed — Gold

Total tons mined and tons processed increased by 4% and 11%, respectively, compared to 2007. The higher tons mined was mainly due to the increased waste stripping activity at Cowal following the East Wall slip and the acquisition of the additional 40% interest in Cortez. Higher tons processed resulted from increased material placed on the leach pad at Veladero and the impact of the acquisition of an additional 40% of Cortez in early 2008.

1. All amounts presented are based on equity production.

Barrick Financial Report 2008 Management’s Discussion and Analysis       39

Average Mill Head Grades – Gold

Average mill head grades decreased by approximately 15% in 2008 compared to the prior year, primarily due to mine sequencing that resulted in lower ore grades at certain mines. We were mining below our average reserve grade in 2008. In 2008, we continued to take advantage of the high gold price environment in order to process material that would otherwise be uneconomical in a lower gold price environment, thereby earning an operational contribution from low-grade material that would otherwise be classified as waste.

1. All amounts presented based on equity production. Average mill head grades are expressed as the number of ounces of gold contained in a ton of ore processed. Reserve grade represents expected grade over the life of the mine and is calculated based on reserves reported at the end of the immediately preceding year.

Safety

In 2008, we achieved a reduction in the number of total injuries and lost time injuries, continuing a trend of year over year performance improvements. Lost time injuries are recorded when an employee or contractor takes time off the following day or shift following an incident. An incident-free work place is our vision. In addition, we are pleased to announce that seven producing sites achieved zero lost time injury rates in 2008, including Pascua-Lama which has achieved a total of 5 million hours worked with no lost time injury.

Reserves⁴

At year-end 2008, the Company added 23.0 million ounces, and after depletion of 9.1 million ounces, proven and probable gold reserves increased by 13.9 million ounces to 138.5 million ounces, the largest in the industry, based on an assumed $725 per ounce gold price. The increase reflects the inclusion of 10.8 million ounces attributable to our 51% ownership interest in Cerro Casale in proven and probable reserves; 1.2 million additional ounces at Pueblo Viejo, and 6.4 million ounces at Cortez reflecting 2.4 million ounces at the Cortez-Crossroads deposit and our additional 40% in ownership.

     Measured and indicated gold mineral resources grew by 29% to 65.0 million ounces and inferred gold mineral resources grew 9% to 34.8 million ounces based on an $850 per ounce gold price. We recorded 2.3 million ounces in gold mineral resources for Cerro Casale. Reko Diq resources increased by 4.7 million ounces to 8.5 million ounces and Donlin Creek resources increased 3.1 million ounces to 17.7 million ounces at year end 2008. Measured and indicated resources in the Cortez Hills underground increased from 1.1 million ounces to 2.0 million ounces.

4. For a breakdown of reserves and resources by category and additional information relating to reserves and resources, see pages 141 to 148 of this Financial Report 2008.

40       Management’s Discussion and Analysis Barrick Financial Report 2008

     Copper reserves increased to 6.4 billion pounds and measured and indicated resources increased by 7.1 billion pounds to 12.5 billion pounds. Contained silver within reported gold reserves is over one billion ounces.

     Replacing gold and copper reserves depleted by production year over year is necessary in order to maintain production levels over the long term. If depletion of reserves exceeds discoveries over the long term, then we may not be able to sustain gold and copper production levels. Reserves can be replaced by expanding known ore bodies, acquiring mines or properties or discovering new deposits. Once a site with gold or copper mineralization is discovered, it takes 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 proven and probable reserves and to permit and construct mining and processing facilities.

Key Business Transactions

Acquisition of 40% interest in Cortez

On March 5, 2008, we completed our acquisition of the additional 40% interest in the Cortez property for a total cash consideration of $1.7 billion. The acquisition consolidates 100% ownership for Barrick of the existing Cortez mine and the Cortez Hills expansion.

Acquisition of Barrick Energy

In 2008, we acquired all the issued and outstanding shares of Cadence Energy Inc. for cash consideration of $377 million, as well as oil and gas assets at Sturgeon Lake, Alberta, from Daylight Resources Trust, for cash consideration of $83 million. Daylight’s Sturgeon Lake assets are adjacent to Cadence Energy’s Sturgeon Lake assets and the consolidated ownership will allow us to exploit and develop these assets. These acquisitions together comprise Barrick Energy, which was formed as part of our long-term strategy to economically hedge our exposure to oil prices.

Operating Segments Review

We report our results of operations using a geographical business unit approach: North America, South America, Australia Pacific and Africa. In addition, we have a Capital Projects segment, distinct from our regional business units, to focus on managing projects. This structure reflects how we manage our business and how we classify our operations for planning and measuring performance.

     In our Financial Statements, we present a measure of historical segment income that reflects gold sales and copper sales at average consolidated realized gold and copper prices, respectively, less segment expenses and amortization of segment property, plant and equipment.

     We monitor segment expenses and period to period fluctuations in our total cost of sales on a unit basis, per ounce of gold and per pound of copper, which is referred to as total cash costs. Therefore, the discussion of results for our producing mines focuses primarily on this statistic to explain changes in segment expenses.

North America

Key Operating Statistics

For the years ended
December 31	2008		2007		% Change			2006
Tons mined (millions)		360		335		7	%		274
Ore tons processed (millions)		92		76		21	%		69
Average grade (ozs/ton)		0.041		0.051		(20	%)		0.045
Gold produced (000s/oz)		3,028		3,201		(5	%)		3,372
Cost of sales ($ millions)	$	1,517	$	1,178		29	%	$	1,039
Total cash costs (per oz)	$	493	$	363		36	%	$	310

Production for 2008 was 5% lower than the same prior year period due to lower production at Golden Sunlight, Eskay Creek, Turquoise Ridge, Round Mountain and Hemlo; partly offset by higher production at Cortez and Goldstrike.

     At Goldstrike, production increased by 77 thousand ounces as a result of a 10% increase in average grade due to processing of higher grade ore as a result of the completion of a significant waste stripping phase in second quarter 2008. At Cortez, production increased by 105 thousand ounces compared to the prior year, primarily reflecting the acquisition of the remaining 40% interest in first quarter 2008. At Golden

Barrick Financial Report 2008 Management’s Discussion and Analysis      41

Sunlight, production decreased by 78 thousand ounces as the mine entered into an extended period of waste stripping due to a mine expansion plan, which extends the mine life to 2015 and adds approximately 400 thousand ounces to proven and probable reserves. At Eskay Creek, planned production ended in late first quarter 2008, and reclamation and closure activities have commenced. At Turquoise Ridge, lower production resulted from the decision to place the Getchell mine on care and maintenance. At Round Mountain and Hemlo, production decreased due to an expected decline in ore tons processed and grade.

     Cost of sales applicable to gold increased by $339 million, or 29%, and total cash costs per ounce increased by $130, or 36% compared to the same prior year period. The increase in cost of sales and total cash costs during the current year reflect higher input costs for diesel, propane and labor; higher royalties and production taxes; lower average grade at certain of our mines; and lower silver by-product credits due to the end of operations at Eskay Creek. In addition, total cash costs were impacted by lower production levels.

     In 2009, we expect gold production in the range of 2.55 to 2.7 million ounces. Cost of sales applicable to gold is expected to be $1.3 to $1.5 billion, or on a total cash costs basis $520 to $550 per ounce. Production is expected to be lower than 2008 primarily due to lower processed grade and recovery rates of alkaline ore at Goldstrike; Golden Sunlight, where the mine will be entering into an extensive waste stripping phase and due to lower grades at Round Mountain; partially offset by higher production expected at Cortez. In 2008, we conducted tests using a modified pressure technology that would allow the autoclaves at Goldstrike to process alkaline ore that would have been previously treated at the roaster facility, thus extending the life of the autoclave and accelerating the production timetable for this type of ore. However, recovery percentages were lower than expected. Accordingly, expected production from alkaline ore in 2009 is approximately 400 thousand ounces lower than 2008. Cost of sales and total cash costs per ounce are expected to be slightly higher in 2009, mainly due to the impact of lower production levels.

Significant Projects — Cortez Hills

Cortez Hills entered construction in late November following receipt of the Record of Decision and is expected to enter production in the first quarter of 2010, assuming satisfactory resolution of pending litigation regarding the project. In fourth quarter 2008, a number of opponents of the Cortez Hills expansion filed suit in the United States District Court for the District of Nevada seeking to overturn the Bureau of Land Management’s approval of the Cortez Hills project on environmental and religious grounds. The plaintiffs unsuccessfully sought to enjoin construction of the project pending consideration of their claims. The District Court’s denial of the requested injunction is currently being appealed.

     Pre-stripping work is currently underway on the open pit along with work on the conveyor, crusher, workshops and access roads. Once completed, the Cortez Hills project is expected to become a key, long life, low cost mine. Total construction costs remain in line with the pre-production capital budget of approximately $500 million. In addition to the original scope of work, we have accelerated our underground development schedule. To date, we have spent $40 million, and we expect to spend an additional $50 to $80 million advancing underground development in the following twelve months. The expanded Cortez operation is expected to have average production of about 1.0 million ounces at total cash costs of about $350 to $400⁵ per ounce in its first full five years of production. Total cash costs in the current plan reflect the inclusion of incremental lower grade heap leach ore from the Pipeline area due to a higher gold price assumption, and the associated costs for labor, consumables and stripping. Higher proven and probable reserves of 13.3 million ounces at year-end 2008 for Cortez reflect the 40% interest acquired earlier in the year plus an additional 2.4 million ounces in the Crossroads area. Measured and indicated resources in the Cortez Hills underground increased from 1.1 million ounces to 2.0 million ounces. The Cortez property continues to demonstrate significant exploration potential. As a follow up to the successful 2008 work program, the Company plans to spend $18 million on exploration at Cortez with a total of seven rigs being committed to this extensive, underexplored property in 2009.

5. Based on an oil price of $75 per barrel and life of mine HFO power.

42       Management’s Discussion and Analysis Barrick Financial Report 2008

South America

Key Operating Statistics

For the years ended
December 31	2008		2007		% Change			2006
Gold
Tons mined (millions)		151		151		0	%		168
Ore tons processed (millions)		65		59		10	%		53
Average grade (ozs/ton)		0.037		0.042		(12	%)		0.054
Gold produced (000s/oz)		2,111		2,079		2	%		2,104
Cost of sales ($ millions)	$	531	$	400		33	%	$	305
Total cash costs (per oz)	$	251	$	193		30	%	$	147
Copper
Copper produced (millions of lbs)		295		315		(6	%)		308
Cost of sales ($ millions)	$	315	$	231		36	%	$	282
Total cash costs (per lb)	$	1.08	$	0.69		57	%	$	0.62

Gold production levels in 2008 were up slightly from the prior year period as an increase in tons processed was partially offset by lower average grades. At Veladero, production was up 62 thousand ounces, or 13% compared to the same prior year period, primarily as a result of a 19% increase in ore placed on the leach pad. Lagunas Norte continued to deliver strong results, with production totaling 1,175 thousand ounces, 18% higher than the prior year. These increases were partially offset by a decrease in production of 120 thousand ounces at Pierina as a result of the planned mining of lower grade ore as the mine nears the end of its economic life.

     Cost of sales applicable to gold was $531 million, an increase of $131 million or 33% compared to the same prior year period. Total cash costs per ounce increased by $58 per ounce to $251 per ounce in 2008. The increase in cost of sales and total cash costs is largely due to increased production at our higher cost Veladero mine, which contributed $45 per ounce of the overall increase in total cash costs; higher input costs for consumables and labor used in the production process; higher maintenance expenditures; and higher costs for consumables used within the production process compared to the prior year.

     In 2009, we expect gold production in the range of 1.95 to 2.06 million ounces. Cost of sales applicable to gold is expected to be about $550 to $640 million, or $285 to $310 per ounce on a total cash costs basis. Production is expected to be slightly lower than 2008, as higher production at Veladero is expected to be offset by lower production at Pierina. As a result of this production mix, we expect cost of sales and total cash costs per ounce to be higher in 2009.

     In 2008, Zaldívar produced 295 million pounds of copper at an applicable cost of sales of $315 million or $1.08 per pound on a total cash costs basis. Lower production compared to the prior year reflects lower tonnage placed on the leach pad and the realization of lower overall recovery rates as a result of poor leaching kinetics due to shortages in the supply of sulfuric acid experienced in 2008. We expect production to increase to a range of 305 to 320 million pounds in 2009 due to higher expected recovery rates reflecting the resolution of sulfuric acid supply constraints. Cost of sales applicable to copper and total cash costs per pound in 2008 were impacted by the increased cost of fuel and acid, along with inflationary pressures on labor and consumables, and higher electricity prices resulting from the transition to a new higher-cost power contract in mid-2008. We expect 2009 cost of sales applicable to copper to be in the range of $350 million to $400 million, and total cash costs to be in the range of $1.15 to 1.25 per pound.

Australia Pacific

Key Operating Statistics

For the years ended
December 31	2008		2007		% Change			2006
Gold
Tons mined (millions)		147		144		2	%		137
Ore tons processed (millions)		29		33		(12	%)		30
Average grade (ozs/ton)		0.077		0.078		(1	%)		0.087
Gold produced (000s/oz)		1,942		2,123		(9	%)		2,220
Cost of sales ($ millions)	$	1,051	$	934		13	%	$	749
Total cash costs (per oz)	$	550	$	447		23	%	$	350
Copper
Copper produced (millions of lbs)		75		87		(14	%)		59
Cost of sales ($ millions)	$	121	$	108		12	%	$	109
Total cash costs (per lb)	$	1.64	$	1.36		21	%	$	1.52

Barrick Financial Report 2008 Management’s Discussion and Analysis       43

Total gold production in 2008 was 9% lower than the same prior year period as a result of lower gold production at Kanowna, Yilgarn South⁶, Plutonic and Cowal, partially offset by increased production at Porgera.

     At Kanowna, production decreased primarily due to decreased processing of open pit material due to the disposition of the Paddington mill in August 2007. In the latter half of 2008, Kanowna transitioned to an underground mining operation. The decrease in production at Plutonic was primarily due to stope sequencing and mine planning issues resulting from blocked paste holes and a backlog of paste requirements. Production was also impacted by an explosion at the Varanus gas processing facility in June 2008, which resulted in the temporary closure of the mill. Yilgarn South production levels were primarily impacted by lower ore feed at Granny Smith as the processing of open pit material ended in early 2008. This decrease was partially offset by the ramp-up of underground operations in the second half of the year. At Cowal, the East Wall slip in December 2007 restricted access to high grade ore in the first half of the year which resulted in the mining of lower grade ore. Access to higher grade ore and increased throughput rates partially improved overall recovery rates in the latter part of the year. At Porgera, production levels benefited from the 20% increase in ownership to 95% and the mining of higher grade ore from both the open pit and underground mine.

     Cost of sales applicable to gold was higher by $117 million, or 13% compared to the prior year. Total cash cost per ounce increased by 23% or $103 per ounce compared to the same prior year period. The increase in cost of sales and total cash costs is due to the impact of higher diesel, commodity and consumables prices, primarily at Plutonic where gas was temporarily sourced from higher cost suppliers; increased labor rates; slightly higher currency hedge rates; and higher maintenance costs at Cowal coupled with the ongoing remediation work related to the East Wall. We are approximately 95% hedged in 2009 for expected Australia operating expenditures at a rate of $0.76. In addition, we have a 90% hedge on expected 2010 Australian operating expenditures at a rate of $0.80.

     In 2009, we expect gold production in the range of 1.85 to 2.0 million ounces as a result of higher expected production at Cowal as completion of the remediation activities of the East Wall provides access to higher grade ore; and at Kalgoorlie and Plutonic where production is expected to increase based on improved ore grades, equipment availability and the resolution of natural gas supply issues from the gas explosion in 2008; partially offset by lower expected production at Porgera attributable to lower tons processed due to a scheduled maintenance shut down of the ball mill for a major overhaul. Cost of sales is expected to be about $1.1 to $1.2 billion. Total cash costs are expected to be in the range of $580 to $610 per ounce due to labor rate increases, higher royalty costs and increased costs related to diesel consumption and maintenance due to fleet expansion at Kalgoorlie.

     At Osborne, copper production decreased by 14% to 75 million pounds from 87 million in the prior year, at cash costs of $1.64 per pound compared to $1.36 per pound in the prior year. Cost of sales applicable to copper increased by $13 million, or 12% compared to the prior year. Production was impacted by the hanging wall issues of the underground mine encountered during the year restricting access to higher grade material. Production levels in 2009 are expected to range from 70 to 80 million pounds with total cash costs of $1.50 to 1.70 per pound. Cost of sales applicable to copper is expected to be in the range of $105 to $140 million.

Africa

Key Operating Statistics

For the years ended
December 31	2008		2007		% Change			2006
Tons mined (millions)		22		23		(4	%)		21
Ore tons processed (millions)		4		4		0	%		5
Average grade (ozs/ton)		0.154		0.165		(7	%)		0.188
Gold produced (000s/oz)		545		605		(10	%)		914
Cost of sales ($ millions)	$	327	$	293		12	%	$	226
Total cash costs (per oz)	$	560	$	405		38	%	$	312

6. Effective first quarter 2008, the Darlot, Lawlers, and Granny Smith mines are being managed as a single unit (Yilgarn South), with shared administrative services in order to achieve operational and administrative efficiencies.

44      Management’s Discussion and Analysis Barrick Financial Report 2008

Total gold production in 2008 decreased by 10% compared to the prior year. At North Mara, production was impacted by equipment availability issues resulting from the excavator fire in January and disruption due to local civil disturbances. At Bulyanhulu, lower staffing levels in the first half of the year due to the illegal strike in fourth quarter 2007 led to delays in underground mining activities and limited our ability to access higher grade areas of the ore body. We returned to normal staffing levels in the second half of 2008 and have continued to train the workforce in order to increase future productivity. At Tulawaka, production decreased 18% compared to the prior year as higher grade open pit operations came to an end in September and the start of underground mining was delayed due to ventilation, remodeling and training issues resulting in a revised mine plan.

     Cost of sales applicable to gold increased by $34 million, or 12%, and total cash costs per ounce for the region in 2008 were 38% higher than the prior year. Total cash costs per ounce increased primarily due to lower production driven by lower throughput and recoveries at our higher cost mines. Cost of sales and total cash costs were also impacted by higher input costs due to inflationary pressures on labor, commodities, and consumables and lower copper by-product credits at Bulyanhulu due to lower production levels.

     In 2009, we expect gold production in the range of 0.71 to 0.8 million ounces. We expect cost of sales applicable to gold to be in the range of $315 to $395 million, or $445 to $495 per ounce on a total cash costs basis. Production is expected to increase primarily due to the commencement of mining operations at Buzwagi in the second quarter and higher production expected at Bulyanhulu due to ongoing training to increase mining productivity, partially offset by lower production expected at Tulawaka due to the ceasing of open pit operations in third quarter 2008. Cost of sales and total cash costs per ounce are expected to be lower in 2009, reflecting the increase in production levels, and inclusion of lower cost Buzwagi production.

Capital Projects

Key Operating Statistics

($ millions)
For the years ended December 31	2008		2007		2006
Project expense	$	185	$	173	$	111
Project expense incurred by equity investees		69		14		—
Total project expense		254		187		111
Capital expenditures1		584		169		211
Capital commitments	$	552	$	159	$	117

1. Amounts presented represent our share of capital expenditures on a cash basis, and exclude expenditures incurred at our Cortez property (2008: $155 million, 2007: $75 million, and 2006: $47 million) which is not managed by the Capital Projects group.

We spent $254 million in project expenses and $584 million (our share) in capital expenditures in 2008. Project expenses primarily relate to activities undertaken to advance the Pueblo Viejo ($62 million), Kainantu ($28 million), Pascua-Lama ($21 million) and Fedorova ($24 million) projects. Capital expenditures are mainly attributable to our Buzwagi, Pueblo Viejo and Pascua-Lama projects. We expect capital expenditures to increase in 2009 as construction activities at these three capital projects ramp up.

Project expenses incurred by equity investees reflect our share of expenditures related to the Reko Diq, Cerro Casale and Donlin Creek projects.

Overview

The recent volatility and decline in prices for gold, copper, silver, platinum group metals, energy, foreign currencies, input commodities and consumables, steel and Engineering Procurement Construction Management (EPCM) services could have a significant impact on the pre-production capital costs, operating costs as well as the overall development timeframe of our capital projects. Certain changes such as the decline in the price of precious and base metals may have negative impacts, while others, such as the decline in prices for input commodities and consumables, the strengthening of the US dollar and the increased availability and reduced cost of EPCM services may have positive impacts. In addition, the sharp contraction in credit markets could result in higher financing costs if these conditions persist for an extended period of time and could also impact our project development schedules.

Barrick Financial Report 2008 Management’s Discussion and Analysis     45

     The impact of a continuation of the present economic environment for commodity prices and credit markets is also potentially significant to our early stage projects.

     The significant decrease in platinum group metals prices in fourth quarter 2008 has negatively impacted the economics of some of our projects, including Sedibelo and Fedorova. Similarly, the significant decline in nickel prices has impacted the viability of our Kabanga project. We are currently reviewing the project economics and timelines for these projects with a view towards optimizing our development schedule in light of the market environment. We will also need to consider the views of our partners on the projects.

Projects

The Buzwagi project in Tanzania was 90% complete at year end and is on schedule to pour first gold in second quarter 2009 in line with its pre-production capital budget of about $400 million, contributing about 200 thousand ounces in 2009 at total cash costs of about $320 to $335⁷ per ounce.

     The Pueblo Viejo project in the Dominican Republic is advancing on schedule and within its preproduction capital budget of approximately $2.7 billion (100% basis)⁸, with initial production anticipated in the fourth quarter of 2011. Barrick’s 60% share of annual gold production in the first full five years of operation is expected to be about 600 to 650 thousand ounces at total cash costs of about $275 to $300⁷ per ounce. Pueblo Viejo is a long life asset with an expected mine life of over 25 years and we continue to find new reserves.

     At Pascua-Lama, the majority of remaining key sectoral permits, including water rights, have been granted by the government of San Juan province in Argentina. Progress was made on certain fiscal matters at the federal level; however, the resolution of cross-border taxation between Chile and Argentina remains outstanding. Work is ongoing, including project optimization, to finalize project economics. The mix of silver and gold production provided for in the mine plan and assumed silver prices will significantly impact estimated total cash costs. Subject to resolution of cross-border taxation and other matters, we expect to provide updated details on the project economics in second quarter 2009.

     At Donlin Creek, a large, undeveloped, refractory gold deposit in Alaska, a preferred design for the Donlin Creek project has been identified and a feasibility study update continues on schedule for completion by the first quarter 2009 after which it may be approved or subject to further update. The project is expected to have a throughput design of approximately 50 thousand tonnes per day using onsite diesel and wind cogeneration for power. Pre-permitting activities are underway concurrent with the feasibility study update.

     At Sedibelo, a platinum project in South Africa, regulatory approval was obtained enabling the transfer of the initial 10% stake in the property following the completion of a bankable feasibility study in 2008. During fourth quarter, the right to mine was granted by the Department of Minerals and Energy which expires in June 2009 if mining related activities have not commenced.

     Reko Diq is a large copper-gold porphyry mineral deposit on the Tethyan belt, located in southwest Pakistan in the province of Baluchistan. The project feasibility study remains on schedule and is expected to be completed in the second half of 2009.

     At Cerro Casale, one of the world’s largest undeveloped gold and copper deposits located in the Maricunga district of Region III in Chile, 145 km southeast of Copiapo, the pre-feasibility study was completed and indicated positive returns. We expect to complete a full feasibility study by the end of third quarter 2009.

     Kabanga is one of the world’s largest undeveloped nickel sulfide deposits located in Tanzania. Xstrata Nickel earned a 50% interest in the project under the earn-in agreement during the quarter. All future expenditures will be funded equally by Xstrata Nickel and Barrick. We are committed to completing the final phase of the feasibility in 2009 at an expected cost of $40 million (100% basis).

7.	Based on an oil price of $75 per barrel and life of mine HFO power.
8.	Pre-production, followed by $0.3b to complete phased expansion to 24,000 tpd.

46     Management’s Discussion and Analysis Barrick Financial Report 2008

Review of Significant Operating Expenses

Exploration Expense

($ millions)
For the years ended December 31	2008		2007		2006		Comments on significant trends and variances
Exploration
North America	$	69	$	66	$	61	Mainly due to higher costs incurred at Cortez ($11 million), partially offset by lower costs incurred at Goldstrike ($3 million) and the Grace Property ($5 million) compared to the prior year.
South America		40		33		22	Mainly due to higher activity at Lagunas Norte ($4 million) and Zaldívar ($3 million). The increase in 2007 over 2006 was due to higher activity at Lagunas Norte and Zaldívar.
Australia Pacific		52		46		44	Mainly due to higher activity at Osborne ($8 million) partially offset by Granny Smith ($2 million).
Africa		18		15		22	No significant change from the prior year.
Capital Projects/Global Exploration		25		11		3	Mainly due to higher activity at Kainantu ($10 million) and the Pinson Property ($7 million) partially offset by lower expenditures at Pueblo Viejo ($3 million).
Other		12		8		19	No significant change from 2007. Lower expenditures in 2007 compared to 2006 were mainly due to the sale of exploration properties to Highland and discontinuation of active exploration in China and Turkey.
Total	$	216	$	179	$	171

Project Development Expense

($ millions)
For the years ended December 31	2008		2007		2006		Comments on significant trends and variances
Mine development	$	150		151	$	96	In 2008, higher expenditures at Kainantu ($27 million) and Fedorova ($5 million)were largely offset by lower expenditures at Donlin Creek ($33 million). The increase in 2007 over 2006 was due to increased development activities at Pueblo Viejo (increase of $42 million), and Sedibelo (increase of $12 million), partially offset by Donlin Creek (decrease of $5 million).
Non-capitalizable project costs		51		32		15	Non-capitalizable costs mainly represent items incurred in the development/construction phase that cannot be capitalized. 2008 expenditures increased due to additional spending at the Pinson Property ( $17 million) and Cortez Hills ($2 million). The increase in 2007 over 2006 was due to an increase at Sedibelo ($11 million), Porgera ($4 million) and South Arturo ( $2 million).
Business development/other		41		5		8	Higher expenses in 2008 reflect an increase in costs related to reserve development ($8 million), corporate development projects ($4 million), research and development spending ( $8 million), information technology related to our projects ($7 million) and corporate efficiency programs such as the Business Process Improvement project ($5 million).
Total	$	242	$	188	$	119

Barrick Financial Report 2008 Management’s Discussion and Analysis      47

Amortization Expense

($ millions)
For the years ended December 31	2008		2007		2006		Comments on significant trends and variances
Gold mines
North America	$	350	$	314	$	247	Lower amortization reflects lower sales volumes across all our regions, an increase in reserve estimates at Pierina resulting in reduced amortization rates and lower amortization incurred at Eskay Creek, which is no longer in production, partially offset by higher amortization at Cortez with the additional 40% ownership and a full year of the additional ownership in Porgera compared to 2007.
South America		165		234		127
Australia Pacific		258		239		186
Africa		62		78		88
Copper mines
South America		66		80		51	Lower amortization in South America reflects lower copper sales volumes in 2008 as well as an increase in reserves at Zaldívar compared to the prior year. Higher amortization in Australia is mainly due to a decrease in the reserve base at Osborne compared to the prior year.
Australia Pacific		57		39		17
Sub-total	$	958	$	984	$	716
Other		32		20		19	Reflects amortization of corporate assets and the additional amortization related to Barrick Energy.
Total	$	990	$	1,004	$	735

Impairment Charges, Write-down of Investments, Corporate Administration, Interest Income and Interest Expense

($ millions)
For the years ended December 31	2008		2007		2006		Comments on significant trends and variances
Impairment charges	$	749	$	42	$	17	Impairment charges in 2008 reflect the charges taken for goodwill ($678 million) and impairments of long-lived assets ($71 million). Refer to page 65 of this MD&A for further information on goodwill impairment charges.
Write-down of investments		205		23		6	In 2008, we recorded an impairment charge on our investment in Highland Gold ($140 million), on Asset-Backed Commercial Paper ($39 million) which was subsequently reversed into Other Income, and various other investments in junior gold mining companies ( $26 million). In 2007, we recorded an impairment charge on Asset Backed Commercial Paper of $20 million.
Corporate administration		155		155		142	No significant change from the prior year. The increase in 2007 over 2006 was due to the strengthening of the Canadian dollar vs. the US dollar as costs are primarily in Canadian dollars.
Interest income		39		141		110	Decrease is mainly due to lower average cash balances in 2008.
Interest expense
Total incurred		243		237		251	Slight increase in 2008 reflects additional interest incurred as part of the bond issuance in third quarter 2008 used to repay the drawdown of $990 million credit facility to finance the additional 40% interest in Cortez, partially offset by lower interest payments due to the repayment of $500 million, 7.5% debentures in 2007 and lower interest on Veladero financing in 2008.
Capitalized		222		124		102	Higher costs capitalized in 2008 related to Cortez Hills ($40 million), Cerro Casale ($41 million), Buzwagi ($11 million), Kainantu ($7 million) and Pueblo Viejo ($3 million) partially offset by a decrease at Pascua-Lama ($4 million).
Interest expense allocated to discontinued operations		—		—		23	Interest expense in 2006 related to South Deep.
Expensed	$	21	$	113	$	126

48     Management’s Discussion and Analysis Barrick Financial Report 2008

Income Tax

(percentages)
For the years ended December 31	2008			2007			2006
Effective tax rate on ordinary income		30	%		28	%		23	%
Impairment charges		13	%		1	%		—
Net currency translation (gains)/losses on deferred tax balances		5	%		(4	%)		(1	%)
Deliveries into Corporate Gold Sales Contracts		—			7	%		4	%
Canadian tax rate changes		—			3	%		1	%
Release of deferred tax valuation allowances		(7	%)		(12	%)		(3	%)
Impact of change in Australian tax status		—			—			(2	%)
Actual effective tax rate		41	%		23	%		22	%

Our effective tax rate on ordinary income increased from 28% to 30% in 2008 primarily due to higher market gold prices, the impact of changes in the mix of production, and on the mix of taxable income in the various tax jurisdictions where we operate. In 2007 we released valuation allowances totaling $156 million in Tanzania due to the impact of higher market gold prices on expected levels of taxable income in Tanzania.

Currency Translation

Deferred tax balances are subject to remeasurement for changes in currency exchange rates each period. The most significant balances are Canadian deferred tax assets with a carrying amount of approximately $334 million and Australian and Papua New Guinea net deferred tax liabilities with a carrying amount of approximately $118 million. In 2007, the appreciation of the Canadian and Australian dollar against the US dollar resulted in net translation gains arising totaling $76 million. These gains are included within deferred tax expense/recovery. In 2008, following the strengthening of the US dollar, we recorded translation losses of $98 million.

     In fourth quarter 2008, Barrick Gold Corporation filed an election under Canadian draft legislation to prepare its Canadian tax return using US dollars as the functional currency effective 2008. Upon the expected enactment of the legislation in early 2009, we will be recording a one-time benefit of approximately $50 to $60 million.

Canadian Tax Rate Changes

In the second and fourth quarters of 2007 and the second quarter of 2006, federal rate changes were enacted in Canada that lowered the applicable tax rate. The impact of this tax rate change was to reduce net deferred tax assets in Canada by $64 million in 2007 and $35 million in 2006 which are recorded as a component of deferred income tax expense in the respective year. Also, in second quarter 2006, due to a change in the tax status of a Canadian subsidiary, we recorded a deferred income tax credit of $23 million to reflect the impact on the measurement of deferred income tax assets and liabilities.

Change in Tax Status in Australia

In first quarter 2006, an interpretative decision (“ID”) was issued by the Australia Tax Office that clarified the tax treatment of currency gains and losses on foreign denominated liabilities. Under certain conditions, for taxpayers who have made the functional currency election, and in respect of debt that existed at the time the election was made, the ID provided clarification that unrealized foreign exchange gains that currently exist on inter-company debt will not crystallize upon repayment of the debt. The effect of the ID was recorded as a $31 million reduction of deferred tax liabilities.

Barrick Financial Report 2008 Management’s Discussion and Analysis      49

Financial Outlook

2009 Guidance

	2008			2009
	Actual			Guidance
Gold
Production (millions of ounces)		7.2			7.2--7.6
Cost of sales	$	3,426		$	3,200—$3,600
Total cash costs ($  per ounce)	$	443		$	450—$475
Total cash costs — full credit non-gold sales ($  per ounce)	$	337		$	360—$385
Amortization ($  per ounce)		115		$	115—$120
Copper
Production (millions of pounds)		370			375—400
Cost of sales	$	436		$	470—$540
Total cash costs ($  per pound)	$	1.19		$	1.25—$1.35
Amortization ($  per pound)	$	0.33		$	0.20—$0.25
Corporate administration	$	155		$	160
Exploration expense	$	216		$	150—$160
Project expense1 (including equity pick-up)	$	229		$	250—$270
Other expense	$	295		$	200
Interest income	$	39		$	10
Interest expense	$	21		$	30
Capital expenditures — sustaining	$	890		$	750—$850
Capital expenditures — projects2	$	937		$	1,300—$1,500
Effective income tax rate		30	%		30	%

1.

Represents Barrick’s share of expenditures. For US GAAP purposes, 100% of expenditures are recorded in project expense with a non-controlling interest credit for our partners’ share. In 2009, project expenditures are expected to be in the range of $350 to $$370 million, less $100 million attributable to our partner’s share.

2.

Represents Barrick’s share of expenditures including capitalized interest of about $215 million. For US GAAP purposes, capital expenditures are recorded on a 100% basis, with funding from our partners for their share of expenditures recorded as an inflow in other financing activities in the consolidated statement of cash flows. In 2009, capital expenditures — projects is expected to be in the range of $1.7 to $1.9 billion including our partner’s share of $400 million as well as capitalized interest of approximately $250 million. Our 2009 guidance range could increase depending upon progress at Pascua-Lama.

Outlook Assumptions and Economic Sensitivity Analysis

	2009
	Guidance
Sensitivity	Assumption	Comments
Market gold	$850/oz	A $50/oz increase/decrease in the
price impact on		market gold price causes reported
reported revenues		revenues to increase/decrease by
		$365 million, assuming production
		at the mid-point of our 2009
		guidance range.
Crude oil price	$50/bbl	In 2009, we are largely protected
impact on cost		against movements in the market
of sales		price for oil due to the combination
		of our financial fuel contracts and
		our Barrick Energy production,
		which together provide us with
		an economic hedge against rising
		oil prices.

2009 Guidance Analysis

Production

We prepare estimates of future production based on mine plans that reflect the expected method by which we will mine reserves at each mine. Actual gold and copper production may vary from these estimates due to a number of operational factors, including if the volume and/or grade of ore mined differs from estimates, which could occur because of: changing mining rates; ore dilution; varying 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. Certain non-operating factors, including litigation risk, regulatory environment and the impact of global economic conditions may also cause actual production to vary from guidance. Mining rates are also impacted by various risks and hazards inherent at each operation, including natural phenomena, such as inclement weather conditions, floods and earthquakes, and unexpected civil disturbances, labor shortages or strikes.

     We expect 2009 gold production of about 7.2 to 7.6 million ounces and copper production of about 375 to 400 million pounds. Lower gold production is expected primarily in North America as a result of lower production at Goldstrike, Ruby Hill, and Golden Sunlight, partly offset by increased production in Africa as production at Buzwagi is expected to begin in second quarter 2009. Production in South America and Australia is expected to be similar to 2008 levels. Production and cash costs during the year are expected to vary due to mine sequencing. As a result, first quarter operating performance is anticipated to be weaker with expected improvement throughout the remainder of the year reflecting the ramp up at Buzwagi, the crusher expansion at Veladero and higher expected grades from both Veladero and Lagunas Norte.

     Beyond 2009, we expect gold production in 2010 to increase to about 7.7 to 8.1 million ounces with the production startup of Cortez Hills, at expected lower cash costs.

50     Management’s Discussion and Analysis Barrick Financial Report 2008

Cost of Sales and Total Cash Costs

We prepare estimates of cost of sales and total cash costs based on expected costs associated with mine plans that reflect the expected method by which we will mine reserves at each mine. Cost of sales and total cash costs per ounce/pound are also affected by ore metallurgy that impacts gold and copper recovery rates, labor costs, the cost of mining supplies and services, foreign currency exchange rates and stripping costs incurred during the production phase of the mine. 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. The following table provides a reconciliation of our cost of sales guidance to our total cash costs guidance.

Reconciliation of Cost of Sales Guidance to Total Cash Costs per Ounce/Pound Guidance

	Gold				Copper
Cost of sales ($ millions)	$	3,200	$	3,600	$	470	$	540
Production (millions of ounces/lbs)		7.2		7.6		375		400
Total cash costs ($  per ounce/per lb)	$	450	$	475	$	1.25	$	1.35
Expected copper margin per ounce		90		90		—		—
Total cash costs on a full non-gold sales basis ($  per ounce)	$	360	$	385		—		—

Cost of sales applicable to gold is expected to be in the range of $3.2 billion to $3.6 billion, and cost of sales applicable to copper is expected to be about $470 million to $540 million. Total cash costs are expected to be in the range of $450 to $475 per ounce, $360 to $385 per ounce on a full non-gold sales basis, and $1.25 to $1.35 per pound for copper. Gold total cash costs in 2009 are forecast to be about 4% higher than 2008 primarily due to lower production levels as a result of a decrease in gold recovery rates; an increase in waste tons mined; and lower silver and copper by-product credits as a result of decreases in realized prices and the closure of Eskay Creek in first quarter 2008. These cost increases are expected to be partially offset by lower royalties and production taxes and lower energy costs. Total cash costs and total cash costs on a full credit non-gold sales basis for 2009 include currency/fuel hedge opportunity losses totaling about $30 per ounce based on a spot oil price assumption of $50 per barrel (WTI) and a US dollar to Australian dollar exchange rate assumption of $0.70.

1. Chart depicts approximate impacts of each category on total cash costs per ounce.

Total cash costs for copper are expected to be approximately $0.06 to $0.16 per pound higher than 2008, primarily as a result of increased costs for electricity and acid at Zaldívar. Total cash costs in 2009 include currency/fuel hedge losses of about $0.04 per pound.

Exploration

Lower costs are expected in 2009 primarily due to reduced global exploration activities due to a focus on more near-term opportunities and mine site exploration expenditures at Kanowna, Osborne, Round Mountain, Zaldívar, and Lagunas Norte.

Project Expenses

Project expenses are classified under a combination of project expenses and equity method investments on our income statement. In aggregate, we expect to expense approximately $250 to $270 million for our share of expenditures in 2009. In 2009, our expected project expenses are primarily attributable to our commitment to complete the feasibility studies at Reko Diq, Cerro Casale, Donlin Creek and Kabanga, as well as the development costs associated with the extension of the mine life at Golden Sunlight.

Barrick Financial Report 2008 Management’s Discussion and Analysis     51

     The timing of the funding for project expenditures through equity method investments and the subsequent expense recognition vary. The funding is initially recorded as an increase in the carrying amount of our investment. Our share of expenses is recognized as amounts are spent on the projects through “equity investees” in our consolidated statement of income.

Other Expense

The decrease in other expenses is primarily due to non-hedge derivative losses and currency translation losses recorded in 2008, which are not included in our estimated 2009 guidance.

Interest Income and Interest Expense

We expect lower interest income in 2009 primarily due to lower market interest rates and lower average cash balances. We expect higher interest expense in 2009 mainly due to an increase in net debt outstanding of $689 million.

Capital Expenditures

Projects

The expected increase in capital expenditures is mainly due to higher expenditures at the Pueblo Viejo, Cortez Hills, and Pascua-Lama projects, partly offset by the completion of the Buzwagi project. At the Pueblo Viejo and Cortez Hills projects, construction activities are expected to accelerate significantly in 2009.

Sustaining Capital

Sustaining capital expenditures for the mine sites as well as the corporate office and RBU offices are expected to be in line with the 2008 expenditure levels.

Income Tax Rate

Our expected effective tax rate excludes the impact of currency translation gains/losses and changes in tax valuation allowances. We do not anticipate any significant change in our effective tax rate for 2009.

Review of Quarterly Results

Quarterly Information

	2008									2007
($ millions, except where indicated)	Q4			Q3		Q2		Q1		Q4		Q3		Q2		Q1
Sales1	$	2,110		$	1,878	$	1,967	$	1,958	$	1,917	$	1,684	$	1,642	$	1,089
Realized price — gold		807			872		894		925		798		681		624		386
Realized price — copper		3.06			3.49		3.65		3.54		3.11		3.38		3.43		2.77
Cost of sales		1,191			1,028		882		775		834		794		776		740
Net income/(loss)		(468	)		254		485		514		537		345		396		(159	)
Per share2 — (dollars)		(0.54	)		0.29		0.56		0.59		0.62		0.40		0.46		(0.18	)
Adjusted net income3		277			408		441		537		597		293		318		(181	)
Per share2 — (dollars)		0.32			0.47		0.51		0.62		0.69		0.34		0.37		(0.21	)
EBITDA4		(45	)		522		886		984		793		710		740		193
Operating cash flow	$	439		$	508	$	531	$	728	$	676	$	557	$	336	$	163

1.	Per our consolidated financial statements.
2.	Calculated using weighted average number of shares outstanding under the basic method of earnings per share.
3.	Adjusted net income is a non-GAAP financial performance measure with no standardized meaning under US GAAP. All prior quarters have been restated to reflect the revised definition of adjusted net income. For further information and a detailed reconciliation, please see page 72 of this MD&A.
4.	EBITDA is calculated by excluding income tax expense, interest expense, interest income and amortization, and is a non-GAAP financial performance measure with no standardized meaning under US GAAP. For further information and a detailed reconciliation, please see page 75 of this MD&A.

52     Management’s Discussion and Analysis Barrick Financial Report 2008

Our financial results for the last eight quarters reflect the following general trends: volatile spot gold and copper prices that impact realized sales price and higher production costs largely due to higher inflationary cost pressures.

Fourth Quarter Results

In fourth quarter 2008 we reported a loss of $468 million, compared to net income of $537 million in the prior year period. The loss in fourth quarter 2008 was primarily driven by post-tax impairment charges totaling $773 million. Adjusted net income in fourth quarter 2008, which excludes the impact of impairment charges, was $277 million lower than the prior year period, a decrease of 54%, as higher gold prices and higher sales volumes for gold and copper were offset by higher total cash costs for gold and copper.

Impairment Charges Related to Goodwill, Property, Plant and Equipment, and Investments

($ millions)
For the three months ended December 31	2008
Kanowna	$	272
North Mara		216
Barrick Energy		88
Osborne		104
Highland		42
Henty		30
Other		21
Total (net of tax)	$	773

In fourth quarter 2008, we sold 2.19 million ounces of gold and 105 million pounds of copper, compared to 2.04 million ounces and 93 million pounds in the same prior year quarter. Sales in fourth quarter were higher than the same prior year period reflecting higher market prices and higher sales volumes for both copper and gold. In fourth quarter 2008, cost of sales attributable to gold was $1,058 million or $471 per ounce on a total cash cost basis, an increase of $300 million or $102 per ounce from the prior year. As expected, gold production and cost of sales/total cash costs per ounce in fourth quarter 2008 were impacted by mine sequencing, inflationary pressures for items such as labor, energy, and commodities and consumables, gold-related costs and opportunity losses on currency and commodity hedge contracts. Total cash costs on a full credit for non-gold sales increased by $117 per ounce to $382 per ounce, compared to $265 per ounce in the prior year.

     Operating cash flow in fourth quarter was $439 million, or 35% lower than the same prior year period reflecting lower cash margins on copper and gold, as well as higher working capital outflows.

Financial Condition Review

Summary Balance Sheet and Key Financial Ratios

($ millions, except ratios)
For the years ended December 31	2008		2007
Total cash and cash equivalents	$	1,437	$	2,207
Total current assets		4,112		4,299
Total current liabilities		1,844		1,296
Working capital		2,268		3,003
Total assets		24,161		21,951
Total liabilities		8,702		6,613
Net debt1	$	2,889	$	941
Total shareholders’ equity	$	15,277	$	15,256
Total common shares outstanding2		872,723,090		870,465,549
Key Financial Ratios:
Current ratio3		2.23:1		3.32:1
Debt-to-market capitalization4		0.14:1		0.09:1
Debt-to-book value5		0.19:1		0.15:1
Debt-to-equity6		0.30:1		0.22:1

1.	Represents total long-term debt of $4,326 million (2007: $3,148 million) excluding fair value adjustments less total cash and cash equivalents of $1,437 million ($2,207 million) as at December 31, 2008.
2.	Total common shares outstanding does not include: special voting shares 1 (2007:1), scheduled to be cancelled at the end of February 2009, Stock options 13,350,011 (2007: 12,706,450) and Exchangeable shares 503,251 (2007: 3,465,892) which represent Barrick Gold Inc. (“BGI”) exchangeable shares. Each BGI share is exchangeable for 0.53 Barrick common shares. At January 30, 2009, these shares were convertible into approximately 266,929 (2007: 1,836,923) Barrick common shares. Each BGI share is scheduled to be redeemed at the end of February 2009.
3.	Represents current assets divided by current liabilities as at December 31, 2008 and December 31, 2007.
4.	Represents total debt divided by total market capitalization (share price as at December 31 times the total common shares outstanding) as at December 31, 2008 and December 31, 2007.
5.	Represents total debt divided by Total Liabilities and Shareholders’ Equity as at December 31, 2008 and December 31, 2007.
6.	Represents total debt divided by Total Shareholders’ Equity as at December 31, 2008 and December 31, 2007.

Barrick Financial Report 2008 Management’s Discussion and Analysis      53

Balance Sheet Review

Total assets were $24.1 billion in 2008, an increase of $2.2 billion or 10.1% compared to the prior year. The increase primarily reflects an increase of $3.0 billion in property, plant and equipment due to the acquisition of a 40% interest in Cortez, the acquisition of Barrick Energy and sustaining and project capital expenditures. These increases were partially offset by a decrease in goodwill, reflecting the impairment charges recorded in fourth quarter 2008, and a decrease in cash and equivalents, which was utilized to partially finance our acquisition activity in 2008. Total liabilities increased by $2.1 billion, or 32% compared to the prior year, primarily due to an increase in long term debt of $1.2 billion reflecting the issuance of fixed rate notes in third quarter 2008 to pay down our line of credit, which was utilized for the Cortez and Barrick Energy transactions.

     Our asset base is primarily comprised of non-current assets such as property, plant and equipment and goodwill, reflecting the capital intensive nature of the mining business and our history of growing through acquisitions, production inventories and cash and equivalents. We typically do not carry a material accounts receivable balance, since only sales of concentrate have a settlement period.

Shareholders’ Equity

For information regarding the outstanding shares and stock options, please refer to the Financial Statements and our 2008 Management Information Circular and Proxy Statement.

Dividend Policy

In 2008, we increased our dividend from $0.30 per common share to $0.40 per common share. The 33% increase in the dividend reflects our ability to generate substantial cash flows from our operations in a high gold price environment. With strong cash flow and the industry’s only A-rated balance sheet, we determined that we have the financial resources to return additional value to shareholders while still investing in advanced projects. 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 our current and projected liquidity profile, and capital requirements for capital projects and potential acquisitions.

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” or “OCI”, and excluded from the income statement.

     In 2008, other comprehensive losses of $507 million, after-tax, mainly included: losses of $301 million on hedge contracts designated for future periods, caused primarily by changes in currency exchange rates, copper prices, and fuel prices; reclassification adjustments totaling $267 million for gains on hedge contracts designated for 2008 that were transferred to earnings in 2008; $17 million transferred to earnings related to gains recorded on the sale of shares in various investments in junior mining companies, $26 million in losses transferred to income due to the impairment of investments; $52 million of losses recorded as a result of changes in the fair value of investments held during the year; and $54 million in losses for currency translation adjustments on Barrick Energy.

     Included in accumulated other comprehensive income at December 31, 2008 were unrealized pre-tax losses on currency, commodity and interest rate hedge contracts totaling $213 million, based on December 31, 2008 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 the strengthening of the Australian and Canadian dollar against the US dollar. The hedge gains/losses 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.

54     Management’s Discussion and Analysis Barrick Financial Report 2008

Financial Position

We maintained a strong financial position throughout the market turbulence that was experienced in 2008. This is reflected in our strong cash and working capital balances and our low debt to equity and debt to market capitalization ratios as at December 31, 2008.

     Our strong financial position is reflected in the fact that we have the only A-rated balance sheet in the gold mining industry as measured by S&P. Through 2008, our ratings, as established by S&P, Moody’s and DBRS, have remained stable. Our ability to access unsecured debt markets and the related cost of debt financing is, in part, dependent upon maintaining an acceptable credit rating. Deterioration in our credit rating would not adversely affect existing debt securities, but could impact funding costs for any new debt financing.

Credit Rating from Major Rating Agencies

At January 28, 2009:

Standard and Poor’s (“S&P”)		A —
Moody’s	Baa1
DBRS		A

The key factors impacting our financial position, and therefore our credit rating, include the following:

§	Our market capitalization and the strength of our balance sheet, including the amount of net debt and our debt-to-equity ratio (refer to liquidity section of this MD&A for discussion of key factors impacting these measures in 2008);
§	Our net cash flow, including cash generated by operating activities (refer to liquidity section of this MD&A for discussion of key factors impacting these measures in 2008);
§	Expected capital expenditure requirements and other off balance sheet commitments (refer to the guidance and off balance sheet arrangements section of this MD&A for discussion of key factors impacting these measures in future periods);
§	The quantity of our gold reserves (refer to pages 141 to 148 for more information); and
§	Our geo-political risk profile.

Liquidity

Total cash and cash equivalents at the end of 2008 were $1.4 billion. At year end, our cash position consisted of a mix of term deposits and treasury bills. Net debt was $2.9 billion, with a debt-to-equity ratio of 0.30:1. The majority of our outstanding long-term debt matures at various dates beyond 2012, with approximately $300 million repayable in the period 2009 to 2012. Counter parties to debt and derivative instruments do not have unilateral discretionary rights to accelerate repayment at earlier dates.

     Our primary source of liquidity is operating cash flow, and over the past three years we have generated an average of about $2 billion per year. The principal risk factor affecting operating cash flow is market gold and copper prices. We are largely protected in 2009 from the decline in market copper prices by our copper hedge position; beyond 2009 we are subject to market prices. At present production rates, if copper prices remain at present levels of $1.50 per pound, proceeds from copper sales in 2010 would decline by about $722 million from levels in 2008, partly offset by the positive impact of expected higher levels of gold production and sales in 2010 to 7.7 to 8.1 million ounces.

     The principal uses of liquidity are sustaining capital expenditures, construction activities at capital projects, acquisitions, dividend payments and interest payments. Sustaining capital expenditures have averaged about $0.7 billion per year over the past three years and assuming 2008 dividend rates, dividends total about $0.35 billion per year. The balance of cash flow generated by operations, after paying for sustaining capital and dividends, is available for investment in capital projects and acquisitions. We have invested $4.7 billion on capital projects and acquisitions in the past three years, partly financed by cash flow from operations and partly by new financings. We expect to spend about $4.2 billion over the next four years to fund remaining construction activities at Buzwagi, Cortez Hills, Pueblo Viejo, and Pascua-Lama, partly funded by project financing for a portion of the construction cost of Pueblo Viejo and Pascua-Lama.

Barrick Financial Report 2008 Management’s Discussion and Analysis     55

For Pueblo Viejo we are in active discussions with a group of export credit agencies to put in place $1 billion of project financing, including our partners’ share, which covers a portion of the total capital cost of the project. We have a $1.5 billion credit facility available as a source of financing and we may also raise new financing if we undertake any other projects, acquisitions, or for other purposes.

     Investments in capital projects and acquisitions will be subject to an internal capital allocation review prior to proceeding with new expenditures. This review entails an assessment of our overall liquidity, the overall level of investment required, and the prioritization of investments. The assessment also takes into account expected levels of future operating cash flow and the cost and availability of new financing. If copper remains at recent low levels and there is a decline in market gold prices then this could impact the timing and amount of future investment in capital projects and/or acquisitions.

     Alternatives for sourcing our future capital needs include our significant cash position, credit facilities, future operating cash flow, project financings and debt or equity financings. These alternatives are continually evaluated to determine the optimal mix of capital resources of our capital needs.

     In light of the current global economic crisis, our ability to secure new financing for our expected capital needs for capital projects could be significantly impacted, particularly if this situation persists for an extended period of time. In particular:

§	An increased cost of financing due to rising credit spreads could have a negative impact on overall project economics.
§	A lack of availability of credit on acceptable terms could make it difficult for us to raise the capital required to build some or all of our projects on the timelines previously anticipated or at all.
§	Our joint venture partners may also have difficulty securing funding for their share of project capital requirements which could impact the ability to build some of the projects.

Sources and Uses of Cash

Cash Inflow (Outflow) Summary

($ millions)
For the years ended December 31	2008			2007			2006
Operating activities	$	2,206		$	1,732		$	2,122
Investing activities		(3,912	)		(1,562	)		(1,593	)
Financing activities		933			(1,036	)		(1,347	)
Discontinued operations		—			21			2,828
Effects of exchange rates		3			9			(4	)
Change in cash and equivalents	$	(770	)	$	(836	)	$	2,006

In 2008, net cash provided by operating activities totaled $2,206 million, an increase of $474 million compared to the prior year. Higher market gold and copper prices were partially offset by lower sales volumes and higher cash costs for both gold and copper.

56     Management’s Discussion and Analysis Barrick Financial Report 2008

Cash used in investing activities amounted to $3,912 million, primarily due to acquisitions and capital expenditures, partially offset by proceeds received from the sale of other investments. Significant investing activities in 2008 included the $1.7 billion cash acquisition of the additional 40% interest in Cortez and the $460 million cash acquisition of Barrick Energy. Capital expenditures, including capitalized interest, amounted to $1,776 million, of which $742 million were sustaining capital expenditures related to our operating mines and $739 million related to our development projects on an equity basis.

Capital Expenditures¹

($ millions)
For the years ended December 31	2008		2007		2006
Project capital expenditures
Pascua-Lama	$	112	$	102	$	44
Cortez Hills		155		75		47
Buzwagi		273		66		—
Pueblo Viejo		157		—		—
Kainantu		4		—		—
Sedibelo		38		—		—
Cowal		—		—		141
Ruby Hill		—		—		26
Sub-total2	$	739	$	243	$	258
Capital expenditures attributable to non-controlling interests3		104		—		—
Total project capital expenditures	$	843	$	243	$	258
Regional capital expenditures
North America	$	161	$	143	$	177
South America		154		195		244
Australia Pacific		215		218		202
Africa		172		106		85
Other/Barrick Energy		40		17		12
Sub-total		742		679		720
Capitalized interest		191		124		109
Total capital expenditures	$	1,776	$	1,046	$	1,087

1.	These amounts are presented on a cash basis consistent with the amounts presented on the Consolidated Statement of Cash Flows.
2.	On an accrual basis, our share of project capital expenditures is $937 million including capitalized interest.
3.	Amount reflects our partners’ share of expenditures at the Pueblo Viejo project on a cash basis.

Cash provided by financing activities for 2008 was $933 million, including proceeds of $1.25 billion of proceeds from debt issuance in third quarter that was primarily used to repay amounts drawn down on our lines of credit to finance the purchase of the additional 40% in Cortez and the acquisition of Cadence Energy Inc. These amounts were partially offset by dividend payments of $349 million.

Financial Instruments

We use a mixture of cash, long-term debt and shareholders’ equity to maintain an efficient capital structure and ensure adequate liquidity exists to meet the cash needs of our business. We use interest rate contracts to mitigate interest rate risk that is implicit in our cash balances and outstanding long-term debt. In the normal course of business, we are inherently exposed to currency and commodity price risk. We use currency and commodity hedging instruments to mitigate these inherent business risks. We also hold certain derivative instruments that do not qualify for hedge accounting treatment. These non-hedge derivatives are described in note 20 to our Financial Statements. For a discussion of certain risks and assumptions that relate to the use of derivatives, including market risk, market liquidity risk and credit risk, refer to notes 2 and 20 to our Financial Statements. For a discussion of the methods used to value financial instruments, as well as any significant assumptions, refer to note 20 to our Financial Statements.

Barrick Financial Report 2008 Management’s Discussion and Analysis     57

Summary of Financial Instruments¹

As at and for the year ended December 31, 2008

	Principal/	Gains/(losses)			Amounts
Financial	Notional	Associated	Recorded in		Recorded
Instrument	Amount	Risks	Earnings		in OCI
Cash and equivalents	$1,437 million	§ Interest rate	$39 million			—
		§ Credit
Investments in available-for-sale securities	$31 million	§ Market	$17 million		$(2 million)
Long-term debt	$4,443 million	§ Interest rate	$(17 million	)		—
Hedging instruments — currency contracts	C$286 million	§ Market/liquidity	$121 million		$(508 million)
	A$4,709 million
	CLP 52,023 million
Hedging instruments — copper contracts	402 million lbs	§ Market/liquidity	$112 million		$484 million
		§ Credit
Hedging instruments — fuel and propane contracts	4.9 million bbls	§ Market/liquidity	$33 million		$(169 million)
		§ Credit
Non-hedge derivatives	various	§ Market/liquidity	$41 million			—
		§ Credit

1. Refer to pages 58 to 61 for information on gold and silver sales contracts.

Off Balance Sheet Arrangements

Project Gold Sales Contracts

We have 9.5 million⁹ ounces of existing gold sales contracts. The contracting parties are bullion banks whose business includes entering into contracts to purchase gold from mining companies. The terms of our gold and silver sales contracts enable us to deliver gold and silver whenever we choose over the primarily ten-year terms of the contracts. The forward sales prices on our Project Gold Sales Contracts have not been fully fixed, and thus remain sensitive to long-term interest rates. As part of our Master Trading Agreements (“MTAs”), Project Gold Sales Contracts are not subject to any provisions regarding any financial go-ahead decisions with construction, or any possible delay or change on the projects.

Key Aspects of Project Gold Sales Contracts

As at December 31, 2008
Weighted average future price1	$ 364/ounce
Mark-to-market value at December 31, 2008 (millions)2	$	(4,865	)
Duration3	2.2 years

1.	Weighted average price based on current contract rates resetting from 2009 to 2017.
2.	At a spot gold price of $870 per ounce and market interest rates.
3.	Calculated as the weighted average years from December 31, 2008 to the first interim reset date for both floating and fixed price contracts.

Included in the 9.5 million ounces committed under our Project Gold Sales Contracts are floating spot-price contracts under which we are committed to deliver 4.2 million ounces of gold at future spot prices less an average price adjustment of $529 per ounce. Project Gold Sales Contracts allow us to move positions between fixed and floating prices. When a contract is converted from a fixed price to a floating price, the difference between the current market price of gold at the date of conversion and the contracted forward sales price is locked-in; i.e. the unrealized loss is fixed. Thereafter, future increases and decreases in market gold prices directly impact the final contract price. In a rising gold price environment, we have the opportunity to improve the price of the contract (assuming the gold price appreciates at a rate more than contango) and participate in higher gold prices

9. Includes floating spot-price gold contracts under which we are committed to deliver 4.2 million ounces of gold at spot prices less an average fixed-price adjustment of $529 per ounce.

58      Management’s Discussion and Analysis Barrick Financial Report 2008

by resetting a floating price contract to a fixed price contract. Conversely, a decline in gold price subsequent to the conversion would reduce the final contract price we receive. Therefore, floating price contracts increase our exposure to gold price movements, both upwards and downwards.

     US dollar interest rates, gold lease rates, credit spreads relating to both the counterparties and Barrick’s credit quality, and the economic impact on the counterparties associated with funding Project Gold Sales Contracts with negative mark-to-market balances have a material impact on the difference between the forward gold price over the current spot price (“contango”), and, ultimately, the realized price under gold forward sales contracts entered into by Barrick. Low US dollar interest rates, higher gold lease rates and an increase in the credit spreads compared to the prior year, may cause the Project Gold Sales Contracts to be in backwardation when rates are reset, with the result that our realized price under the forward sales contracts will decrease as contracts reset over the next few years. We estimate that the impact of a continuation of present unusual market conditions for US dollar interest rates, credit spreads and gold lease rates in existence as at December 31, 2008 would lead to a decline in the weighted average future contract price by approximately $4 per ounce in 2009 and approximately $15 per ounce in 2010 on the entire position. This was calculated assuming a constant spot gold price of $870 per ounce, the current Project Gold Sales Contracts position as at December 31, 2008, and resetting contracts with current interim delivery dates in 2009 and 2010 to the end of 2010. In 2009, we have no significant exposure to gold lease rates, and about one third of the Project Gold Sales Contracts are exposed to US dollar interest rates and credit spreads.

Counterparty Risk

If a counterparty to a Project Gold Sales Contract is unable to conduct transactions in an accessible international bullion market due to causes beyond its control, including the inability of the counterparty to purchase gold in the open market or to fund any such purchase, and no commercially reasonable alternative means exist for the counterparty to enter into transactions having the same effect, the counterparty has no obligation to extend the scheduled delivery date of such contract and, depending on the circumstances, this may result in early settlement of such contract. To date we have seen no evidence of lack of bullion availability with any of our counterparties.

     Counterparty risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. Counterparty risk can be assessed both in terms of credit risk and liquidity risk. For cash and equivalents and accounts receivable, credit risk represents the carrying amount on the balance sheet, net of any overdraft positions.

     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. However, liquidity risk exists to the extent a counterparty is no longer able to perform in accordance with the terms of the contract due to insolvency. 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 basis to measure credit risk when there is a legally enforceable master netting agreement. We mitigate credit and liquidity risk by:

§	Entering into derivatives with high credit-quality counterparties;
§	Limiting the amount of exposure to each counterparty; and
§	Monitoring the financial condition of counterparties.

For our Project Gold Sales Contracts, the insolvency of a counterparty could, in certain circumstances, lead to a requirement to settle transactions between ourselves and the insolvent counterparty and may ultimately require the payment of a net amount by us to the counterparty. In determining the amounts owing as a consequence of any such settlement, we would be entitled to claim contractual damages suffered by us as a result of a counterparty default. These damages could include the costs of effecting replacement trades with other counterparties that would put us in the same position as we would have been if the insolvent counterparty had not defaulted. A settlement caused by a counter-party insolvency event would not trigger any cross-defaults under our other financial instruments.

Barrick Financial Report 2008 Management’s Discussion and Analysis      59

     We currently have Project Gold Sales Contracts in place with 17 counterparties, which consist primarily of large commercial banks. We proactively manage our exposure to individual counterparties in order to mitigate both credit and liquidity risks. As at December 31, 2008 no counterparty had in excess of 10% of the total ounce or mark-to-market position. Subsequent to December 31, 2008, one counterparty represented 13% of the mark-to-market and total ounce position due to an assignment of another counter-party position. Through December 31, 2008, none of the counterparties with which we held outstanding contracts had declared insolvency. In the event of a potential counterparty default due to insolvency, we would seek to have the contract reassigned to an alternative counterparty who is better able to perform under the contract. In certain circumstances, we have been able to assign contracts to alternative counter-parties to manage counterparty risk, and we expect that we will be able to continue to do so to the extent creditworthy counterparties are willing to take on assigned contracts.

Silver Sales Contracts (fixed and floating)

We also have 16 million ounces of silver sales contracts under which we are committed to deliver silver over the next ten years. 8.9 million of these silver sales contracts are floating price contracts at spot prices, less an average fixed-price adjustment of $4.61 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.

Summary of Silver Sales Contracts (fixed and floating)

As at December 31, 2008
Millions of silver ounces		16.0
Average future price1	$	8.36
Mark-to-market value at December 31, 20082	$	(67	)

1.	Barrick may choose to settle any silver sales contract in advance of the 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 $10.79 per ounce.

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 17 counterparties, the following applies.

§	The counterparties do not have unilateral 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 10 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 MTAs. Unless extended further, currently, 250 thousand ounces have a termination date of January 2012, 550 thousand ounces have a termination date of December 2017, and the remaining 8.7 million ounces have termination dates from 2018 to 2022.

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 our principal hedging subsidiary’s ability, to perform our or its gold and silver delivery and other obligations under the MTAs and related parent guarantees, 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 (approximately $15 billion at year end). 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 less than 2:1; we have consistently been below 1:1 for the entire year.

In all 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. In 2008, three

60     Management’s Discussion and Analysis Barrick Financial Report 2008

counterparties notified us that they would not be extending the termination date by one year on the basis of credit conditions. All of these termination dates were 10 years or longer, which allows for a current/final termination date of 2017 or later.

     As spot gold prices increase or decrease, the value of our gold mineral reserves and amount of potential operating cash inflows generally increase or decrease. The unrealized mark-to-market loss on our fixed-price Project 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 Project Gold Sales Contracts are to deliver an agreed upon quantity of gold at a contracted price by the termination date of the contracts (currently 2018 in most cases). Project 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.

Fair Value of Derivative Positions

As at December 31, 2008	Unrealized
($ millions)	Gain/(Loss)
Fixed Price Gold Sales contracts	$	(2,661	)
Floating Spot-Price Gold Sales contracts		(2,204	)
Silver Sales Contracts		(67	)
Foreign currency contracts		(501	)
Interest rate contracts		(8	)
Copper contracts		654
Fuel contracts		(185	)
Steel contracts		(3	)
Total	$	(4,975	)

Commitments and Contingencies

Capital Expenditures Not Yet Committed

We expect to incur capital expenditures during the next five years for both projects and producing mines. The projects are at various stages of development, from primarily exploration or scoping study stage through to the construction execution stage. The ultimate decision to incur capital at each potential site is subject to positive results which allow the project to advance past decision hurdles. Three projects are at an advanced stage, namely Buzwagi, Cortez Hills and Pueblo Viejo at December 31, 2008 (refer to pages 45 to 46 for further details).

Contractual Obligations and Commitments

	Payments due
($ millions)											2014 and
As at December 31, 2008	2009		2010		2011		2012		2013		thereafter		Total
Long-term debt1
Repayment of principal	$	68	$	30	$	10	$	130	$	564	$	3,460	$	4,262
Capital leases		25		21		9		4		5		—		64
Interest		260		255		251		248		231		2,763		4,008
Asset retirement obligations2		94		94		82		89		58		1,017		1,434
Operating leases		12		7		4		3		—		—		26
Restricted share units		29		37		57		—		—		—		123
Pension benefits		57		29		24		24		24		116		274
Other post-retirement obligations		3		3		3		3		2		11		25
Derivative liabilities3		442		225		132		77		—		—		876
Purchase obligations for supplies and consumables4		483		269		175		93		82		62		1,164
Capital commitments5		426		77		26		10		12		1		552
Social development costs		55		7		7		3		3		95		170
Total	$	1,954	$	1,054	$	780	$	684	$	981	$	7,525	$	12,978

1.	Long-term Debt and Interest — 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 Veladero financing is collateralized by assets at the Veladero mine. 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 deterioration in our credit rating. Projected interest payments on variable rate debt were based on interest rates in effect at December 31, 2008. Interest is calculated on our long-term debt obligations using both fixed and variable rates.
2.	Asset Retirement Obligations — Amounts presented in the table represent the undiscounted future payments for the expected cost of asset retirement obligations.
3.	Derivative Liabilities — Amounts presented in the table relate to derivative contracts disclosed under notes 2 and 20 to the Financial Statements. Payments related to derivative contracts cannot be reasonably estimated given variable market conditions.
4.	Purchase Obligations for Supplies and Consumables — Includes commitments related to new purchase obligations to secure a supply of acid, tires and cyanide for our production process.
5.	Capital Commitments — Purchase obligations for capital expenditures include only those items where binding commitments have been entered into. Commitments at the end of 2008 mainly related to construction capital at Pueblo Viejo and Pascua-Lama.

Barrick Financial Report 2008 Management’s Discussion and Analysis     61

Litigation and Claims

We are currently subject to various litigation as disclosed in note 29 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 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. We exercise 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 in 2008

This section includes a discussion of significant accounting policy changes and critical accounting estimates that were adopted in our 2008 Financial Statements.

FAS 157, Fair Value Measurements (FAS 157)

In 2008, we implemented FAS 157 for financial assets and financial liabilities that are measured at fair value on a recurring basis. The primary assets and liabilities that are recognized and disclosed at fair value in accordance with the provisions of FAS 157 are: available-for-sale securities; receivables from provisional copper and gold sales; derivate assets and derivative liabilities; held-to-maturity investments; equity method investments and long-term debt. The adoption of FAS 157 has resulted in expanded disclosures about our fair value measurements for financial assets and financial liabilities recognized in our financial statements. However, the adoption of FAS 157 did not have an impact on the measurement of fair value as our valuation methodology for these assets and liabilities is consistent with the fair value framework established by FAS 157. Refer to note 21 of the Consolidated Financial Statements for details of the adoption of FAS 157 and related disclosures.

     We have not applied the provisions of FAS 157 to nonfinancial assets and nonfinancial liabilities as permitted by the delay specified in FSP FAS 157-2. FSP FAS 157-2 delays the effective date of FAS 157 to fiscal years beginning after November 15, 2008, for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Therefore, beginning in 2009 we will apply the requirements of FAS 157 to nonfinancial assets and nonfinancial liabilities that we periodically measure at fair value under US GAAP, which will principally affect: goodwill, tangible and intangible assets measured and recognized at fair value as a result of an impairment assessment; and nonfinancial assets and nonfinancial liabilities recognized as a result of a business combination. The application of the provisions of FAS 157 is not expected to have a significant impact on our methodology for measuring the fair value of these assets and liabilities, but will result in expanded disclosures.

Changes in Financial Statement Presentation — Accretion expense

In first quarter 2008, we made a change to our accounting policy regarding the financial statement classification of accretion expense. Prior to this change, we recorded accretion expense at producing mines as a component of cost of sales and accretion expense at closed mines as a component of other expense.

     Beginning in first quarter 2008, we recorded accretion expense at producing mines and accretion expense at closed mines in amortization and accretion on our Consolidated Statements of Income.

62     Management’s Discussion and Analysis Barrick Financial Report 2008

Future Accounting Policy Changes

This section includes a discussion of future accounting changes that may have a significant impact on our Financial Statements.

FAS 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161)

In first quarter 2009, we will begin applying the provisions of FAS 161 to our financial statement note disclosures. FAS 161 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under FAS 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position; financial performance and cash flows. We are currently evaluating the impact of adopting FAS 161 on our note disclosures related to derivative instruments and hedging activities.

FAS 141(R), Business Combinations (FAS 141(R))

In first quarter 2009, we will begin applying the provisions of FAS 141(R), which replaced FAS 141, for business combinations consummated after the effective date of December 15, 2008. Early adoption of FAS 141(R) was not permitted. Under FAS 141(R), business acquisitions will be accounted for under the “acquisition method”, compared to the “purchase method” mandated by FAS 141.

     The more significant changes to Barrick’s accounting for business combinations that will result from applying the acquisition method include: (i) the definition of a business is broadened to include development stage entities, and therefore more acquisitions will be accounted for as business combinations rather than asset acquisitions; (ii) the measurement date for equity interests issued by the acquirer is the acquisition date instead of a few days before and after terms are agreed to and announced, which may significantly change the amount recorded for the acquired business if share prices differ from the agreement and announcement date to the acquisition date; (iii) all future adjustments to income tax estimates will be recorded to income tax expense, whereas under FAS 141 certain changes in income tax estimates were recorded to goodwill; (iv) acquisition-related costs of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees will be expensed as incurred, whereas under FAS 141 these costs are capitalized as part of the business combination; (v) the assets acquired and liabilities assumed are recorded at 100% of fair value even if less than 100% is obtained, whereas under FAS 141 only the controlling interest’s portion is recorded at fair value; and (vi) the non-controlling interest will be recorded at its share of fair value of net assets acquired, including its share of goodwill, whereas under FAS 141 the non-controlling interest is recorded at its share of carrying value of net assets acquired with no goodwill being allocated.

FAS 160, Non-controlling Interests in Consolidated Financial Statements (FAS 160)

In first quarter 2009, we will begin applying the provisions of FAS 160. Under FAS 160, the non-controlling interest will be measured at 100% of the fair value of assets acquired and liabilities assumed, for transactions consummated after the effective date of December 15, 2008. Under current standards, the non-controlling interest is measured at book value. For presentation and disclosure purposes, non-controlling interests will be classified as a separate component of shareholders’ equity. In addition, FAS 160 will change the manner in which increases/decreases in ownership percentages are accounted for. Changes in ownership percentages will be recorded as equity transactions and no gain or loss will be recognized as long as the parent retains control of the subsidiary. When a parent company deconsolidates a subsidiary but retains a non-controlling interest, the non-controlling interest is re-measured at fair value on the date control is lost and a gain or loss is recognized at that time. Finally, under FAS 160, accumulated losses attributable to the non-controlling interests are no longer limited to the original carrying amount, and therefore non-controlling interests could have a negative carrying balance. The provisions of FAS 160 are to be applied prospectively with the exception of the presentation and disclosure provisions, which are to be applied for all prior periods presented in the financial statements. Early adoption was not permitted. The effect of FAS 160 on our balance sheet in first quarter 2009 will be a reclassification of non-controlling interests in the amount of $182 million as at December 31, 2008 to the shareholders’ equity section of the consolidated balance sheet.

Barrick Financial Report 2008 Management’s Discussion and Analysis     63

Critical Accounting Estimates and Judgments

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

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. Changes in reserve estimates are generally calculated at the end of each year and cause amortization expense to increase or decrease prospectively. The estimate that most significantly affects the measurement of amortization is quantities of proven and probable gold and copper reserves, because we amortize a large portion of property, plant and equipment using the units-of-production method. The estimation of quantities of gold and copper reserves, in accordance with the principles in Industry Guide No. 7, issued by the US Securities and Exchange Commission (“SEC”) 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. Actual gold and copper production could differ from expected gold and copper production based on reserves, and an adverse change in gold or copper prices could make a reserve uneconomic to mine. Variations could also occur in actual ore grades and gold, silver and copper recovery rates from estimates.

     A key trend that could reasonably impact reserve estimates is rising market mineral prices, because the mineral price assumption used in preparing reserve estimates is calculated based on the trailing three-year average market price. As this assumption rises, it could result in an upward revision to reserve estimates as material not previously classified as a reserve becomes economic at higher gold prices. Following the recent trend in market gold prices over the last three years, the mineral price assumption used to measure reserves has also been rising. The gold price assumption was $725 per ounce in 2008 (2007: $575 per ounce; 2006: $475 per ounce). The copper price assumption was $2.00 per pound in 2008 (2007: $2.00 per pound).

     The impact of a change in reserve estimates is generally more significant for mines near the end of the mine life because the overall impact on amortization is spread over a shorter time period. Also, amortization expense is more significantly impacted by changes in reserve estimates at underground mines than open-pit mines due to the following factors:

(i)	Underground development costs incurred to access ore at underground mines are significant and amortized using the units-of-production method; and
(ii)	Reserves at underground mines are often more sensitive to mineral 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.

64     Management’s Discussion and Analysis Barrick Financial Report 2008

Impact of Historic Changes in Reserve Estimates on Amortization

	2008						2007
	Reserves			Amortization			Reserves		Amortization
For the years ended December 31	increase			increase			increase		increase
($ millions, except reserves in millions of contained oz/pounds)	(decrease)1			(decrease)			(decrease)1		(decrease)
Gold
North America		3.1		$	(9	)		5.0	$	3
South America		3.6			(39	)		0.1		23
Australia Pacific		1.5			(10	)		3.5		(2	)
Africa		0.5			(5	)		0.5		(2	)
Total Gold		8.7		$	(63	)		9.1	$	22
Copper
Australia Pacific		(51	)		10			89		(6	)
South America		750			(4	)		255		10
Total Copper		699		$	6			344	$	4

1. Each year we update 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.

Impairment Assessments of Operating Mines, Development Projects and Petroleum & Natural Gas 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 each operating mine site/ development project/petroleum and natural gas property, all related assets are included in a single group for impairment testing purposes. If there are indications that impairment may have occurred at a particular mine site/development project/petroleum and natural gas property, we compare the sum of the undiscounted cash flows expected to be generated from that mine site/development project/petroleum and natural gas property to its carrying amount. If the sum of undiscounted cash flows is less than the carrying amount, an impairment loss is recognized if the carrying amount of the individual long-lived assets within the group exceeds their fair values. We used a long term gold price of $850 per ounce (2007: $800 per ounce) and a long term copper price of $1.50 per pound in 2009 and $2.00 per pound (2007: $2.00 per pound) thereafter, in preparing our cash flow estimates.

     Long-lived assets subject to potential impairment at mine sites/development projects/petroleum and natural gas properties include buildings, plant and equipment, and capitalized reserve acquisition and development costs, and amounts allocated to value beyond proven and probable reserves (“VBPP”). For impairment assessment purposes, the estimated fair value of buildings, plant and equipment is based on a combination of current depreciated replacement cost and current market value. The estimated fair value of capitalized reserve acquisition, development costs and VBPP is determined using an income approach which measures the present value of the related cash flows expected to be derived from the asset.

     In 2008, due to volatile economic conditions we tested the long-lived assets at all of our mines/projects/properties for impairment, and as a result we identified our Marigold gold mine in North America, our Henty and Kanowna gold mines, and Osborne copper mine in Australia as being potentially impaired. Consequently, we compared the estimated fair value of the individual long-lived assets to their carrying amount and as a result, recorded impairments of: Marigold $12 million and Osborne $57 million.

Barrick Financial Report 2008

Management’s Discussion and Analysis     65

Impairment Assessments of Exploration Projects

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 an impairment condition may exist, we compare the sum of the undiscounted cash flows expected to be generated from the project to its carrying amount. If the sum of the undiscounted cash flows is less than the carrying amount, an impairment charge is recognized if the carrying amount of the individual long-lived assets within the group exceeds their fair value. For projects that do not have reliable cash flow projections, a market approach is applied. We are continuing with our current exploration projects as planned and have not noted any indication of impairment.

Accounting for Goodwill and Goodwill Impairment

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 (including identifiable intangible assets) and liabilities of the reporting unit as at the date of acquisition. The difference represents the amount of goodwill allocated to each reporting unit. We believe that goodwill arises principally because of the following factors: (1) the going concern value implicit in the Company’s ability to sustain/grow its business by increasing reserves and resources through new discoveries whose potential value was not identified at the time of acquisition; (2) the ability to capture unique synergies from a business combination that can be realized from managing a portfolio of mines and mineral properties in the same geographic region; and (3) the requirement to record a deferred tax liability for the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed in a business combination at amounts that do not reflect fair value.

     We test for impairment of goodwill on an annual basis in the fourth quarter of our fiscal year and at any other time if events or a change in circumstances indicate that it is more likely than not that the fair value of a reporting unit has been reduced below its carrying amount. Circumstances that could trigger an impairment test include, but are not limited to: a significant adverse change in the business climate or legal factors; an adverse action or assessment by a regulator; the likelihood that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of; adverse results of testing for recoverability of a significant asset group within a reporting unit; and a significant change to the operating plans for the reporting unit. The impairment test for goodwill is a two-step process. Step one consists of a comparison of the fair value of a reporting unit to its carrying amount, including the allocated goodwill. If the carrying amount of the reporting unit exceeds the fair value, step two requires the fair value of the reporting unit to be allocated to the underlying assets and liabilities of that reporting unit, resulting in an implied fair value of goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, we record an impairment charge equal to the excess.

     Each individual mineral property that is an operating mine is a reporting unit for the purposes of allocating goodwill and testing for goodwill impairment. Goodwill arising on the acquisition of mineral properties is allocated to both existing and acquired reporting units, if the existing reporting unit is expected to benefit from the synergies of the business combination. The amount of goodwill allocated to existing reporting units is based on the estimated fair value of the combination synergies attributable to that reporting unit. Allocating goodwill to reporting units which are individual operating mines, which by their very nature have a limited useful life, will result in future goodwill impairment charges by the end of the mine life. The timing and amount of future goodwill impairment charges is difficult to determine and will be dependent on a multitude of factors that impact valuations of mineral properties, including changes in observed market multiples for valuation purposes, changes in geo-political risk and country specific discount rates, changes in market gold prices and total cash costs, success in finding new reserves, future exploration potential and future capital requirements.

     There is no active market for our reporting units. Consequently, when assessing a reporting unit for potential goodwill impairment, we use an income approach (being the present value of expected future net cash flows or net asset value (“NAV”) of the relevant

Barrick Financial Report 2008

66     Management’s Discussion and Analysis

reporting unit) to determine the fair value we could receive for the reporting unit in an arm’s length transaction at the measurement date. Future cash flows are based on our best estimates of projected future revenues, cash costs of production and capital expenditures contained in our long term Life of Mine (“LOM”) plans, which are updated for each reporting unit in the fourth quarter of each fiscal year. Consequently, the process for determining the fair value of a reporting unit is subjective and requires management to make numerous estimates and assumptions, and therefore projected future results prepared using these estimates and assumptions used in our goodwill impairment tests may differ in material respects from actual future results.

     Our LOM plans are based on detailed research, analysis and modeling to optimize the internal rate of return generated from each reporting unit. As such, these plans consider an optimal level of investment, overall production levels and sequence of extraction taking into account all relevant characteristics of the ore body, including waste to ore ratios, ore grades, haul distances, chemical and metallurgical properties impacting process recoveries and capacities of available extraction, haulage and processing equipment. Therefore, the LOM plan is the appropriate basis for forecasting production output in each future year and the related production costs and capital expenditures.

     Projected future revenues reflect the forecasted future production levels at each of our reporting units as detailed in our LOM plans. Included in these forecasts is the production of mineral resources that do not currently qualify for inclusion in proven and probable ore reserves where there is a high degree of confidence in its economic extraction. This is consistent with the methodology we use to measure value beyond proven and probable reserves when allocating the purchase price of a business combination to acquired mining assets, and is therefore consistent with the provisions of EITF 04-3, Mining Assets: Impairment and Business Combinations.

     Projected future revenues also reflect our estimated long term metals prices, which are determined based on current prices, an analysis of the expected total production costs of the producers and forward pricing curves of the particular metal and forecasts of expected long-term metals prices prepared by analysts. These estimates often differ from current price levels, but our methodology is consistent with how a market participant would assess future long term metals prices. In 2008, we have used an estimated long-term future gold price of $850 per ounce (2007: $800 per ounce), and an estimated long-term future copper price of $1.50 per pound for 2009 (2007: $2.50 per pound) and $2.00 per pound thereafter.

     Our estimates of future cash costs of production and capital expenditures are based on the LOM plans for each reporting unit. Costs incurred in currencies other than the US dollar are translated to US dollars using expected long-term exchange rates based on the relevant forward pricing curve. Oil prices are a significant component, both direct and indirect, of our expected cash costs of production. We have used an estimated average oil price of $75 per barrel, which is based on the spot price, forward pricing curve, and long term oil price forecasts prepared by analysts.

     The discount rates used in determining the present value of a reporting unit are based upon our real weighted average cost of capital, with appropriate adjustment for the remaining life of the mine and risks associated with the relevant cash flows based on the geographic location of the reporting unit. These risk adjustments were based on observed historical country risk premiums and the average credit default swap spreads. In 2008, we used the following real discount rates for our gold mines: United States 2.68%–4.03% (2007: 3.97%); Canada 3.29% (2007: 4.54%); Australia 3.66%–4.29% (2007: 4.98%); Argentina 13.74% (2007: 9.18%); Tanzania 8.49%–9.84% (2007: 7.01%); Papua New Guinea 9.84% (2007: 7.86%); and Peru 6.33%–6.96% (2007: 5.4%). For our copper mines, we used the following real discount rates for 2008: Australia 6.95% (2007: 8.64%); and Chile 8.83% (2007: 8.36%). The increase in discount rates compared to the prior year primarily reflects higher equity premiums over the risk-free borrowing rate, and an increase in country risk premiums due to rising credit spreads and increased political risk in certain jurisdictions.

     For our gold reporting units, we apply a market multiple to the NAV computed using the present value of future cash flows approach in order to assess their estimated fair value. Gold companies typically trade at a market capitalization that is based on a multiple of their underlying NAV. Consequently, a market participant would generally apply a NAV multiple when estimating the fair value of an operating gold mine.

Barrick Financial Report 2008

Management’s Discussion and Analysis     67

     The selected multiple for a particular reporting unit considers its remaining economic life, the expected potential beyond proven and probable reserves and any other factors relevant to the valuation of a property. For reporting units with operating lives of five years or less, we selected multiples on the lower end of the observed multiples range. Reporting units with operating lives greater than five years were generally based on the median and/or average observed multiples. In 2008, we have used the following multiples in our assessment of the fair value of our gold reporting units: North America 1.0–2.1 (2007: 1.0–2.0); Australia 1.0–1.6 (2007: 1.5–2.1); South America 1.0–1.4 (2007: 1.2–1.7); and Africa 1.0–1.6 (2007: 1.3–2.0).

     Due to the fact that goodwill is tested for impairment at a mine site level and operating mines have a finite reserve life, goodwill impairment charges are inevitable. By the end of the life the likelihood of impairment charges increases as mines near the end of their reserve lives. In 2008, we recorded total goodwill impairment charges of $678 million, including: $272 million at our Kanowna gold mine in Australia primarily due to the overall decline in the trading multiples on gold mining companies and higher discount factors; $216 million at our North Mara gold mine in Africa due to the overall decline in trading multiples of gold mining companies and higher discount factors; $88 million at our Barrick Energy business unit due to the significant decline in oil price since its acquisition date; $64 million at our Osborne copper mine in Australia due to a decline in our copper price assumptions, which resulted in a reduction in estimated production levels and remaining mine life; and $30 million at our Henty gold mine in Australia primarily a result of its short remaining mine life.

     Individual mines have a finite reserve life. Consequently mines with a short remaining reserve life are generally at greater risk of incurring a goodwill impairment charge. Based on our most recent life of mine plans, Pierina, Tulawaka, Osborne, Henty, Golden Sunlight and Storm have remaining reserve lives of four years or less. The aggregate goodwill carrying amount for these mines at December 31, 2008 was $70 million. The most significant factors impacting the outcome of goodwill impairment tests are market gold and copper prices; and discount rates and market multiple assumptions used in the estimation of the value of reporting units. An adverse change in any one or a combination of these factors could lead to the recognition of further impairment charges in the future periods. The mines most likely to be affected by an adverse change in these factors include the Zaldívar copper mine due to the significant recent decline in copper prices and risk of a further decline in copper prices that could cause us to lower our long-term copper price estimate; and the Porgera gold mine due to an increase in the discount rate largely due to sovereign credit spreads widening for Papua New Guinea and the recent decline in observed market multiples whereby a continuation of these two trends could potentially impact the outcome of the goodwill impairment test in future periods.

Production Stage

We assess each mine construction project to determine when a mine moves into production stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction project, such as the complexity of a plant or its location. We consider various relevant criteria to assess when the mine is substantially complete and ready for its intended use and moved into production stage. Some of the criteria considered would include, but are not limited to, the following: (1) the level of capital expenditures compared to construction cost estimates; (2) completion of a reasonable period of testing of mine plant and equipment; (3) ability to produce minerals in saleable form (within specifications); and (4) ability to sustain ongoing production of minerals.

     When a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either capitalized to inventory or expensed, except for capitalizable costs related to property, plant and equipment additions or improvements, underground mine development or reserve development.

     Pre-production stripping costs are capitalized until an “other than de minimis” level of mineral is produced, after which time such costs are either capitalized to inventory or expensed. We consider various relevant criteria to assess when an “other than de minimis” level of mineral is produced. Some of the criteria considered would include, but are not limited to, the following: (1) the amount of ounces mined versus total ounces in reserves; (2) the amount of ore tons mined vs. total LOM expected ore tons mined; (3) the current stripping ratio versus the LOM strip ratio; and (4) the ore grade versus the LOM grade.

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68     Management’s Discussion and Analysis

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 and public safety on the closure and reclamation of mining properties. We record the fair value of an ARO in our Consolidated 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 increase in an ARO is recorded as an adjustment to the corresponding asset carrying amount and results in a prospective increase in amortization expense. At closed mines, any adjustment to an ARO 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 credit-adjusted 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 non-compliance 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 nears, 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 that go into the determination of an ARO, the fair value of AROs can materially change over time.

     At our operating mines, we continue to record AROs based on disturbance of the environment over time. It is reasonably possible that circumstances could arise during or 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 our mines, following which it may be necessary to adjust the fair value of AROs. The period of time over which we have assumed that water quality monitoring and treatment will be required has 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 can be 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.

     At one closed mine, the principal uncertainty that could impact the fair value of the 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 until such time that the less costly method can be proven as technically feasible and approved.

AROs
($ millions)
As at December 31	2008		2007
Operating mines	$	832	$	769
Closed mines		201		197
Development projects		17		—
Other		16		—
Total	$	1,066	$	966

Barrick Financial Report 2008

Management’s Discussion and Analysis     69

Deferred Tax Assets and Liabilities

Measurement of Temporary 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.

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 activities. Levels of future taxable income are affected by, among other things, market gold prices, and production costs, quantities of proven and probable gold and copper 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, 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 the amount of valuation allowances, has been rising market gold prices. A continuation of a trend of higher gold prices could lead to the release of some of the valuation allowances recorded, with a corresponding effect on earnings in the period of release. Conversely, a decline in market gold prices could lead to an increase in valuation allowances and a corresponding increase in income tax expense.

     In 2008, we released $175 million of valuation allowances primarily because sources of income became available that enabled tax losses and US Alternative Minimum Tax (“AMT”) credits to be realized.

     In 2007, we released $156 million of end of year valuation allowances in Tanzania due to the estimated effect of higher market gold prices on the ability to utilize deferred tax assets. We released other valuation allowances during 2007 totaling $88 million, partly because sources of income became available that enabled tax losses to be realized.

     In 2006, we released $25 million of valuation allowances in the United States due to the estimated effect of higher market gold prices on the ability to utilize deferred tax assets. Also in 2006, we released $9 million of valuation allowances in a Chilean entity due to the availability of income, and we released valuation allowances of $19 million in Canada, reflecting utilization of capital losses.

Valuation Allowances

($ millions)
As at December 31	2008		2007
United States	$	123	$	190
Chile		23		105
Argentina		61		26
Canada		50		55
Tanzania		30		30
Other		31		13
Total	$	318	$	419

United States: most of the valuation allowances relate to AMT credits, which have an unlimited carry-forward period. Increasing levels of future taxable income due to higher gold selling prices and other factors and circumstances may result in our becoming a regular taxpayer under the US regime, which may cause us to release some, or all, of the valuation allowance on the AMT credits.

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

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

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70     Management’s Discussion and Analysis

Internal Control over Financial Reporting and Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting and other financial disclosure. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

     The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s Financial Statements.

     Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A and Barrick’s Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented in this report. The Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to Management by others within those entities, particularly during the period in which this report is being prepared.

     Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may change.

     The management of Barrick, with the participation of our chief executive and financial officers, have evaluated the effectiveness of the design and operation of the internal controls over financial reporting and disclosure controls and procedures as of the end of the period covered by this report and have concluded that they were effective at a reasonable assurance level.

     Barrick’s annual management report on internal control over financial reporting and the integrated audit report of Barrick’s auditors for the year ended December 31, 2008 will be included in Barrick’s 2008 Annual Report and its 2008 Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities.

International Financial Reporting Standards (IFRS)

Barrick is a ‘domestic issuer’ under Canadian securities law and a ‘foreign private issuer’ under US Securities and Exchange Commission (SEC) regulations. We file our financial statements with both Canadian and US securities regulators in accordance with US GAAP, as permitted under current regulations. Effective January 1, 2011, all publicly accountable Canadian enterprises must apply IFRS. In December 2007, the SEC confirmed that foreign private issuers will be entitled to file financial statements in accordance with IFRS without reconciliation to US GAAP. As a result of these regulatory developments, we completed an initial assessment of the merits of a potential conversion to IFRS and, in third quarter 2008, we made a decision to convert to IFRS and begin filing financial statements prepared under IFRS in our 2011 fiscal year consistent with other Canadian issuers, primarily to improve the comparability of our financial results with those of other gold mining companies.

     The conversion to IFRS from US GAAP is a significant undertaking, and as a result, we established a dedicated IFRS conversion team in early 2009 to lead this process. The conversion to IFRS may have a material effect on our:

§	reported financial position and results of operations;
§	systems of internal controls and procedures over financial reporting, including related business processes;
§	information technology and data systems;

Barrick Financial Report 2008

Management’s Discussion and Analysis     71

§	disclosure controls and procedures;
§	current financial reporting training curriculum; and
§	downstream business activities such as our corporate hedging programs, joint venture agreements and other contractual arrangements, debt covenants, compensation programs and tax planning arrangements.

The IFRS conversion team is responsible for preparing our detailed IFRS conversion plan. We expect to complete the detailed IFRS conversion plan by the end of first quarter 2009.

     We are in the process of completing our detailed technical analysis of US GAAP-IFRS accounting differences, which we expect to complete by the end of the third quarter 2009. Furthermore, IFRS accounting standards, and the interpretation thereof, are constantly evolving and therefore are subject to change through the end of 2011. Consequently, our IFRS conversion team will continuously monitor IFRS accounting developments and update our conversion plan and public disclosure as necessary.

Non-GAAP Financial Measures

Adjusted Net Income (Adjusted Net Income per Share)

Adjusted net income is a non-GAAP financial measure which excludes the following from net income:

§	impairment charges related to goodwill, property, plant and equipment, and investments;
§	gains/losses on the disposition of long-lived assets;
§	foreign currency translation gains/losses; and
§	unrealized gains/losses on non-hedge derivative instruments.

Management uses this measure internally to evaluate the underlying operating performance of the Company as a whole for the reporting periods presented, and to assist with the planning and forecasting of future operating results. We believe that adjusted net income allows investors and analysts to better evaluate the results of the underlying business of the Company.

     While the adjustments to net income in this measure include items that are recurring, management believes that adjusted net income is a useful measure of the Company’s performance because impairment charges and gains/losses on asset dispositions do not reflect the underlying operating performance of our core mining business and are not necessarily indicative of future operating results. Further, foreign currency translation gains/losses and unrealized gains/losses from non-hedge derivative contracts are not necessarily reflective of the underlying operating results for the reporting periods presented.

     As noted, the Company uses this measure for its own internal purposes. Management’s internal budgets and forecasts and public guidance do not reflect potential impairment charges, potential gains/losses on the disposition of assets, foreign currency translation gains/losses, or unrealized gains/losses on non-hedge derivative contracts. Consequently, the presentation of adjusted net income enables investors and analysts to better understand the underlying operating performance of our core mining business through the eyes of Management. Management periodically evaluates the components of adjusted net income based on an internal assessment of performance measures that are useful for evaluating the operating performance of our business segments and a review of the non-GAAP measures used by mining industry analysts and other mining companies.

     Adjusted net income is intended to provide additional information only and does not have any standardized meaning prescribed by US GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. The measure is not necessarily indicative of operating profit or cash flow from operations as determined under US GAAP. Other companies may calculate this measure differently. The following table reconciles this non-GAAP measure to the most directly comparable US GAAP measure.

Barrick Financial Report 2008

72     Management’s Discussion and Analysis

Reconciliation of Net Income to Adjusted Net Income

										For the three months
($ millions, except per share amounts in dollars)	For the years ended December 31									ended December 31
	2008			2007			2006			2008			2007
Net income	$	785		$	1,119		$	1,506		$	(468	)	$	537
Impairment charges related to goodwill, property, plant and equipment, and investments		899			59			17			773			54
(Gains)/losses on the disposition of long-lived assets		(178	)		(59	)		(301	)		(123	)		6
Foreign currency translation (gains)/losses		135			(73	)		(7	)		84			(11	)
Unrealized (gains)/losses on non-hedge derivative instruments		20			(10	)		15			11			11
Adjusted net income	$	1,661		$	1,036		$	1,230		$	277		$	597
Adjusted net income per share1	$	1.90		$	1.19		$	1.46		$	0.32		$	0.69

1. Calculated using net income and weighted average number of shares outstanding under the basic method of earnings per share.

Total Cash Costs

Total cash costs per ounce/pound are non-GAAP financial measures. Total cash costs include all costs absorbed into inventory, as well as royalties, by-product credits, and production taxes, and exclude inventory purchase accounting adjustments, unrealized gains/ losses from non-hedge currency and commodity contracts, and amortization and accretion. Total cash costs also includes the gross margin generated by our Barrick Energy business unit, which was acquired to provide a long-term economic hedge of our exposure to oil prices, as a credit against gold cash costs. The presentation of these statistics in this manner allows us to monitor and manage those factors that impact production costs on a monthly basis. We calculate total cash costs based on our equity interest in production from our mines. Total cash costs per ounce/pound are calculated by dividing the aggregate of these costs by gold ounces and copper pounds sold. Total cash costs and total cash costs per ounce/pound are calculated on a consistent basis for the periods presented.

     In our income statement, we present amortization separately from cost of sales. Some companies include amortization in cost of sales, which results in a different measurement of cost of sales in the income statement. Under purchase accounting rules, we record the fair value of acquired work in progress and finished goods inventories as at the date of acquisition. As the acquired inventory is sold, any purchase accounting adjustments, reflected in the carrying amount of inventory at acquisition, impacts cost of sales. The method of valuing these inventories is based on estimated selling prices less costs to complete and a reasonable profit margin. Consequently, the fair values do not necessarily reflect costs to produce consistent with ore mined and processed into gold and copper after the acquisition. Many mining companies record the unrealized gains/losses from non-hedge currency and commodity contracts in other income, and therefore these amounts are not reflected in the cost of sales/cash costs measures presented by these companies. Consequently, we believe that removing these unrealized gains/losses provides investors and analysts with a measure of our cash costs of production that is more comparable to the cash costs measures presented by other mining companies. We have provided below reconciliations to illustrate the impact of excluding amortization and accretion, inventory purchase accounting adjustments and unrealized gains/losses from non-hedge currency and commodity contracts from total cash costs per ounce/pound statistics.

     We believe that using an equity interest presentation is a fairer, more accurate way to measure economic performance than using a consolidated basis. For mines where we hold less than a 100% share in the production, we exclude the economic share of gold production that flows to our partners who hold a non-controlling interest. Consequently, for the Tulawaka mine, although we fully consolidated the results of operations from this mine in our consolidated financial statements, our production and total cash cost statistics only reflect our equity share of the production.

     In 2008, we have provided an alternative measure of total gold cash costs per ounce which treats the gross margin from all non-gold sales, whether or not these non-gold metals are produced in conjunction with gold, as a credit against the cost of producing gold. A number of other gold producers present total

Barrick Financial Report 2008 Management’s Discussion and Analysis     73

cash costs net of the contribution from non-gold sales. We believe that including a measure of total gold cash costs per ounce on this basis provides investors and analysts with information with which to compare our performance to other gold producers, and to assess the overall performance of our gold mining business. In addition, this measure provides information to enable investors and analysts to understand the importance of non-gold revenues to our cost structure.

     Total cash costs per ounce/pound statistics are intended to provide additional information, do not have any standardized meaning prescribed by US GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under US GAAP. Other companies may calculate these measures differently.

Reconciliation of Cost of Sales to Total Cash Costs per Ounce/Pound

($ millions, except per ounce/pound information in dollars)				Gold								Copper
For the years ended December 31	2008			2007			2006			2008		2007			2006
Cost of sales	$	3,426		$	2,805		$	2,319		$	436	$	339		$	391
Cost of sales attributable to discontinued operations		—			(9	)		51			—		—			—
Cost of sales attributable to non-controlling interests1		(14	)		(15	)		(12	)		—		—			—
Unrealized non-hedge gains/(losses) on currency and commodity contracts		(15	)		(5	)		—			—		—			—
Inventory purchase accounting adjustments		(16	)		—			(11	)		—		(9	)		(97	)
Impact of Barrick Energy		(14	)		—			—			—		—			—
Total cash costs		3,367			2,776			2,347			436		330			294
Ounces/pounds sold — consolidated basis (000s)		7,658			8,108			8,566			367		401			376
Ounces/pounds sold — non-controlling interest (000s)		(63	)		(53	)		(176	)		—		—			—
Ounces/pounds sold — equity basis (000s)		7,595			8,055			8,390			367		401			376
Total cash costs per ounce/per pound	$	443		$	345		$	280		$	1.19	$	0.82		$	0.78

1. Relates to a 70% interest in Tulawaka and a 50% interest in South Deep prior to 2007.

Total Gold Cash Costs per Ounce — Full Credit for Non-Gold Sales

									For the three months
($ millions, except per ounce/pound data in dollars)	For the years ended December 31								ended December 31
	2008		2007			2006			2008			2007
Ounces gold sold — equity basis (000s)		7,595		8,055			8,390			2,190			2,042
Total cash costs per ounce — equity basis	$	443	$	345		$	280		$	471		$	369
Revenues from copper sales	$	1,228	$	1,305		$	1,137		$	321		$	273
Unrealized non-hedge gains/(losses) from copper contracts		14		(16	)		13			(3	)		16
Net revenues from copper excluding unrealized non-hedge gains/losses from copper contracts		1,242		1,289			1,150			318			289
Copper cost of sales per consolidated statement of income		436		339			391			122			76
Inventory purchase accounting adjustments included in cost of sales		—		(9	)		(97	)		—			—
Cost of sales — copper	$	436	$	348		$	488		$	122		$	76
Gross margin — copper		806		941			662			196			213
Copper gross margin per ounce		106		117			79			89			104
Total gold cash costs per ounce — full credit basis for non-gold sales	$	337	$	228		$	201		$	382		$	265

74     Management’s Discussion and Analysis Barrick Financial Report 2008

EBITDA

EBITDA is a non-GAAP financial measure, which excludes the following from net income:

§income tax expense;

§interest expense;

§interest income; and

§depreciation and amortization.

Management believes that EBITDA is a valuable indicator of the Company’s ability to generate liquidity by producing operating cash flow to: fund working capital needs, service debt obligations, and fund capital expenditures. Management uses EBITDA for this purpose. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or “EBITDA multiple” that is based on observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company.

     EBITDA is intended to provide additional information to investors and analysts, does not have any standardized meaning prescribed by US GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. EBITDA excludes the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined under US GAAP. Other companies may calculate EBITDA differently.

     The following table provides a reconciliation of EBITDA to net income.

Reconciliation of Net Income to EBITDA

										For the three months
($ millions, except per share amounts in dollars)	For the years ended December 31									ended December 31
	2008			2007			2006			2008			2007
Net income	$	785		$	1,119		$	1,506		$	(468	)	$	537
Income tax expense		590			341			348			164			15
Interest expense		21			113			126			—			22
Interest income		(39	)		(141	)		(110	)		(5	)		(34	)
Depreciation and amortization		990			1,004			735			264			253
EBITDA	$	2,347		$	2,436		$	2,605		$	(45	)	$	793

Realized Prices

Realized price is a non-GAAP financial measure which excludes from sales:

§ unrealized gains and losses on non-hedge derivative contracts, and

§ unrealized mark-to-market gains and losses on outstanding receivables from copper and gold sales contracts.

This measure is intended to enable management to better understand the price realized in each reporting period for gold and copper sales because unrealized mark-to-market value of non-hedge gold and copper derivatives and unrealized mark-to-market gains and losses on outstanding receivables from copper and gold sales contracts are subject to change each period due to changes in market factors such as spot and forward gold and copper prices such that prices ultimately realized may differ from those recorded. The exclusion of such unrealized mark-to-market gains and losses from the presentation of this performance measure enables investors to understand performance based on the realized proceeds of selling gold and copper production. The gains and losses on non-hedge derivatives and receivable balances relate to instruments/balances that mature in future periods, at which time the gains and losses will become realized. The amounts of these gains and losses reflect fair values based on market valuation assumptions at the end of each period and do not necessarily represent the amounts that will become realized on maturity. For those reasons, Management believes that this measure provides a more accurate reflection of the Company’s past performance and is a better indicator of its expected performance in future periods.

     The realized price measure is intended to provide additional information, and does not have any standardized meaning prescribed by US GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. The measure is not necessarily indicative of sales as determined under US GAAP. Other companies may calculate this measure differently. The following table reconciles realized prices to the most directly comparable US GAAP measure.

Barrick Financial Report 2008 Management’s Discussion and Analysis     75

Reconciliation of Sales to Realized Price per Ounce/per Pound

($ millions, except per ounce/pound data in dollars)				Gold								Copper
For the years ended December 31	2008			2007			2006		2008			2007			2006
Sales	$	6,656		$	5,027		$	4,493	$	1,228		$	1,305		$	1,137
Sales attributable to non-controlling interests		(56	)		(38	)		52		—			—			—
Unrealized non-hedge gold/copper derivative (gains) losses		2			(2	)		7		(23	)		(26	)		13
Unrealized mark-to-market provisional price adjustments		(1	)		(2	)		1		38			10			—
Sales — as adjusted		6,601			4,985			4,553		1,243			1,289			1,150
Ounces/pounds sold (000s)		7,595			8,055			8,390		367			401			376
Realized gold/copper price per ounce/pound	$	870		$	619		$	543	$	3.39		$	3.22		$	3.06

Cash Margin per Ounce

Management uses a non-GAAP financial measure cash margin per ounce that represents realized price per ounce less total cash costs per ounce. This measure is used by management to analyze trends in our profitability on a unit basis and to assess the cash generating capabilities of our operating mines in each reporting period for gold and copper sales.

     Management believes that this measure reflects the net contribution from our gold sales and is an important indicator of expected performance in future periods. Our cash margin per ounce is intended to provide additional information, does not have any standardized meaning prescribed by US GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. This measure is not necessarily indicative of operating profit or cash flow from operations as determined under US GAAP. Other companies may calculate cash margin per ounce differently. The following table derives this non-GAAP measure from previously defined non-GAAP measures of realized gold/copper price per ounce and total cash costs per ounce.

Reconciliation of Cash Margin per Ounce

(per ounce data in dollars)
For the years ended December 31	2008		2007		2006
Realized gold price per ounce	$	870	$	619	$	543
Total cash costs per ounce		443		345		280
Cash margin per ounce	$	427	$	274	$	263

76     Management’s Discussion and Analysis Barrick Financial Report 2008

Glossary of Technical Terms

AUTOCLAVE: Oxidation process in which high temperatures and pressures are applied to convert refractory sulfide 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.

DRILLING:

Core: drilling with a hollow bit with a diamond cutting rim to produce a cylindrical core that is used for geological study and assays. Used in mineral exploration.

In-fill: any method of drilling intervals between existing holes, used to provide greater geological detail and to help establish reserve estimates.

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.

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

MINERAL RESERVE: See pages 141 to 148 — “Summary Gold Mineral Reserves and Mineral Resources.”

MINERAL RESOURCE: See pages 141 to 148 — “Summary 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.

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.

ORE BODY: 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.

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.

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 Financial Report 2008 Management’s Discussion and Analysis       77

EX-99.3

Exhibit 99.3

SUMMARY GOLD MINERAL RESERVES AND MINERAL RESOURCES^(1,2)

For the year ended December 31, 2008			2008					2007
		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)		86,254		0.119		10,294		94,914		0.128		12,194
	(mineral resource)		15,751		0.055		868		34,532		0.052		1,788
Goldstrike Underground	(proven and probable)		6,923		0.368		2,545		7,423		0.364		2,700
	(mineral resource)		4,467		0.323		1,444		4,129		0.329		1,359
Goldstrike Property Total	(proven and probable)		93,177		0.138		12,839		102,337		0.146		14,894
	(mineral resource)		20,218		0.114		2,312		38,661		0.081		3,147
Pueblo Viejo (60%)	(proven and probable)		147,946		0.091		13,440		129,125		0.095		12,258
	(mineral resource)		77,068		0.056		4,330		41,674		0.064		2,655
Cortez (100%) (3)	(proven and probable)		222,125		0.060		13,384		86,457		0.080		6,884
	(mineral resource)		81,088		0.046		3,743		45,744		0.045		2,076
Bald Mountain	(proven and probable)		157,675		0.018		2,846		128,093		0.024		3,059
	(mineral resource)		90,374		0.019		1,718		36,493		0.024		861
Turquoise Ridge (75%)	(proven and probable)		7,961		0.501		3,985		8,429		0.458		3,858
	(mineral resource)		2,467		0.435		1,074		2,469		0.409		1,010
Round Mountain (50%)	(proven and probable)		92,581		0.018		1,621		78,117		0.018		1,442
	(mineral resource)		28,570		0.019		529		16,883		0.022		366
Ruby Hill	(proven and probable)		18,844		0.044		831		18,763		0.050		930
	(mineral resource)		11,919		0.040		480		3,202		0.077		245
Hemlo (50%)	(proven and probable)		7,075		0.080		564		7,419		0.085		633
	(mineral resource)		1,314		0.079		104		2,971		0.122		361
Marigold (33%)	(proven and probable)		25,462		0.020		511		31,106		0.020		631
	(mineral resource)		15,673		0.016		253		17,053		0.020		346
Golden Sunlight	(proven and probable)		8,665		0.062		540		2,495		0.056		140
	(mineral resource)		131		0.061		8		8,300		0.054		451
Eskay Creek	(proven and probable)		—		—		—		35		0.457		16
	(mineral resource)		—		—		—		—		—		—
South Arturo (60%)	(proven and probable)				—						—
	(mineral resource)		22,114		0.045		987		10,757		0.070		752
Donlin Creek (50%)	(proven and probable)		—		—		—		—		—		—
	(mineral resource)		269,496		0.066		17,737		204,869		0.072		14,668
SOUTH AMERICA
Cerro Casale (51%) (4)	(proven and probable)		612,273		0.018		10,831		—		—		—
	(mineral resource)		194,722		0.012		2,372		—		—		—
Pascua-Lama	(proven and probable)		440,226		0.040		17,806		444,610		0.040		17,978
	(mineral resource)		131,494		0.036		4,687		99,158		0.038		3,760
Veladero	(proven and probable)		491,316		0.025		12,233		388,445		0.030		11,660
	(mineral resource)		50,191		0.014		706		27,344		0.018		503
Lagunas Norte	(proven and probable)		230,635		0.039		8,949		222,176		0.039		8,733
	(mineral resource)		55,573		0.023		1,278		105,075		0.025		2,644
Pierina	(proven and probable)		29,182		0.023		683		40,108		0.027		1,073
	(mineral resource)		11,141		0.014		156		12,480		0.016		194
AUSTRALIA PACIFIC
Porgera (95%)	(proven and probable)		78,975		0.099		7,828		79,060		0.104		8,239
	(mineral resource)		61,025		0.066		4,031		56,610		0.074		4,199
Kalgoorlie (50%)	(proven and probable)		77,516		0.056		4,360		79,412		0.058		4,589
	(mineral resource)		8,611		0.059		512		2,835		0.062		175
Cowal	(proven and probable)		79,500		0.035		2,795		81,463		0.035		2,876
	(mineral resource)		31,463		0.034		1,072		23,076		0.035		819
Plutonic	(proven and probable)		5,828		0.179		1,042		12,111		0.151		1,824
	(mineral resource)		11,037		0.157		1,733		18,819		0.144		2,704
Kanowna	(proven and probable)		6,294		0.200		1,256		8,874		0.171		1,519
	(mineral resource)		5,234		0.164		859		4,318		0.157		677
Darlot	(proven and probable)		4,394		0.127		557		5,208		0.126		655
	(mineral resource)		3,598		0.125		451		3,531		0.121		428
Granny Smith	(proven and probable)		3,620		0.136		491		3,449		0.133		458
	(mineral resource)		2,514		0.168		423		3,035		0.155		469
Lawlers	(proven and probable)		2,484		0.142		353		3,199		0.127		407
	(mineral resource)		6,791		0.151		1,023		6,777		0.166		1,128
Henty	(proven and probable)		402		0.229		92		626		0.236		148
	(mineral resource)		199		0.231		46		79		0.165		13
Osborne	(proven and probable)		2,174		0.021		45		4,181		0.020		82
	(mineral resource)		3,410		0.026		89		3,602		0.027		97
Reko Diq (37.5%)	(proven and probable)		—		—		—		—		—		—
	(mineral resource)		1,125,071		0.008		8,487		444,831		0.008		3,741
AFRICA
Bulyanhulu	(proven and probable)		37,728		0.317		11,977		36,052		0.334		12,043
	(mineral resource)		4,936		0.339		1,675		1,516		0.427		647
North Mara	(proven and probable)		30,505		0.099		3,031		36,461		0.099		3,594
	(mineral resource)		19,046		0.063		1,191		12,537		0.064		801
Buzwagi	(proven and probable)		65,088		0.050		3,284		72,687		0.049		3,593
	(mineral resource)		20,371		0.043		886		19,993		0.030		608
Tulawaka (70%)	(proven and probable)		514		0.156		80		739		0.307		227
	(mineral resource)		267		0.330		88		178		0.281		50
OTHER	(proven and probable)		538		0.468		252		346		0.419		145
	(mineral resource)		—		—		—		—		—		—
TOTAL	(proven and probable)		2,980,703		0.046		138,506		2,111,583		0.059		124,588
	(mineral resource)		2,367,126		0.027		65,040		1,274,870		0.040		50,595

(1)	Resources which are not reserves do not have demonstrated economic viability.
(2)	See accompanying footnote #1
(3)	See accompanying footnote #2
(4)	See accompanying footnote #3

1

GOLD MINERAL RESERVES⁽¹⁾

As at December 31, 2008	PROVEN							PROBABLE							TOTAL
	Tons		Grade		Contained ozs			Tons		Grade		Contained ozs			Tons		Grade		Contained ozs
Based on attributable ounces	(000s)		(oz/ton)			(000s)		(000s)		(oz/ton)			(000s)		(000s)		(oz/ton)			(000s)
NORTH AMERICA
Goldstrike Open Pit		56,404		0.113			6,397		29,850		0.131			3,897		86,254		0.119			10,294
Goldstrike Underground		2,815		0.461			1,299		4,108		0.303			1,246		6,923		0.368			2,545
Goldstrike Property Total		59,219		0.130			7,696		33,958		0.151			5,143		93,177		0.138			12,839
Pueblo Viejo (60%)		7,658		0.103			787		140,288		0.090			12,653		147,946		0.091			13,440
Cortez (100%) (2)		19,379		0.077			1,491		202,746		0.059			11,893		222,125		0.060			13,384
Bald Mountain		77,326		0.019			1,491		80,349		0.017			1,355		157,675		0.018			2,846
Turquoise Ridge (75%)		5,746		0.507			2,914		2,215		0.484			1,071		7,961		0.501			3,985
Round Mountain (50%)		34,305		0.021			723		58,276		0.015			898		92,581		0.018			1,621
Ruby Hill		846		0.056			47		17,998		0.044			784		18,844		0.044			831
Hemlo (50%)		5,993		0.076			455		1,082		0.101			109		7,075		0.080			564
Marigold (33%)		9,929		0.023			228		15,533		0.018			283		25,462		0.020			511
Golden Sunlight		2,188		0.077			168		6,477		0.057			372		8,665		0.062			540
SOUTH AMERICA
Cerro Casale (51%) (3)		126,562		0.019			2,375		485,711		0.017			8,456		612,273		0.018			10,831
Pascua-Lama		42,680		0.050			2,132		397,546		0.039			15,674		440,226		0.040			17,806
Veladero		31,720		0.025			804		459,596		0.025			11,429		491,316		0.025			12,233
Lagunas Norte		13,515		0.045			606		217,120		0.038			8,343		230,635		0.039			8,949
Pierina		10,900		0.026			286		18,282		0.022			397		29,182		0.023			683
AUSTRALIA PACIFIC
Porgera (95%)		48,836		0.097			4,758		30,139		0.102			3,070		78,975		0.099			7,828
Kalgoorlie (50%)		37,486		0.049			1,854		40,030		0.063			2,506		77,516		0.056			4,360
Cowal		9,960		0.025			247		69,540		0.037			2,548		79,500		0.035			2,795
Plutonic		298		0.181			54		5,530		0.179			988		5,828		0.179			1,042
Kanowna		3,189		0.217			692		3,105		0.182			564		6,294		0.200			1,256
Darlot		2,900		0.118			341		1,494		0.145			216		4,394		0.127			557
Granny Smith		1,067		0.105			112		2,553		0.148			379		3,620		0.136			491
Lawlers		261		0.084			22		2,223		0.149			331		2,484		0.142			353
Henty		—		—			—		402		0.229			92		402		0.229			92
Osborne		1,282		0.026			33		892		0.013			12		2,174		0.021			45
AFRICA
Bulyanhulu		2,122		0.313			664		35,606		0.318			11,313		37,728		0.317			11,977
North Mara		17,944		0.102			1,824		12,561		0.096			1,207		30,505		0.099			3,031
Buzwagi		833		0.047			39		64,255		0.051			3,245		65,088		0.050			3,284
Tulawaka (70%)		382		0.079			30		132		0.379			50		514		0.156			80
OTHER		—		—			—		538		0.468			252		538		0.468			252
TOTAL		574,526		0.057			32,873		2,406,177		0.044			105,633		2,980,703		0.046			138,506

COPPER MINERAL RESERVES⁽¹⁾

	PROVEN						PROBABLE						TOTAL
	Tons		Grade		Contained lbs		Tons		Grade		Contained lbs		Tons		Grade		Contained lbs
Based on attributable pounds	(000s)		(%)		(millions)		(000s)		(%)		(millions)		(000s)		(%)		(millions)
Zaldívar		241,550		0.555		2,681		351,041		0.515		3,613		592,591		0.531		6,294
Osborne		1,282		2.652		68		892		1.682		30		2,174		2.254		98
TOTAL		242,832		0.566		2,749		351,933		0.518		3,643		594,765		0.537		6,392

(1)	See accompanying footnote #1
(2)	See accompanying footnote #2
(3)	See accompanying footnote #3

2

GOLD MINERAL RESOURCES ^(1,2)

As at December 31, 2008	MEASURED (M)						INDICATED (I)						(M) + (I)		INFERRED
	Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Contained ozs		Tons		Grade		Contained ozs
Based on attributable ounces	(000s)		(oz/ton)		(000s)		(000s)		(oz/ton)		(000s)		(000s)		(000s)		(oz/ton)		(000s)
NORTH AMERICA
Goldstrike Open Pit		11,584		0.056		654		4,167		0.051		214		868		479		0.092		44
Goldstrike Underground		1,465		0.362		531		3,002		0.304		913		1,444		3,424		0.393		1,346
Goldstrike Property Total		13,049		0.091		1,185		7,169		0.157		1,127		2,312		3,903		0.356		1,390
Pueblo Viejo (60%)		2,613		0.054		142		74,455		0.056		4,188		4,330		7,823		0.059		461
Cortez (100%) (3)		5,997		0.030		177		75,091		0.047		3,566		3,743		29,912		0.129		3,848
Bald Mountain		28,951		0.023		660		61,423		0.017		1,058		1,718		71,004		0.021		1,525
Turquoise Ridge (75%)		1,708		0.436		745		759		0.433		329		1,074		3,330		0.505		1,683
Round Mountain (50%)		7,649		0.021		163		20,921		0.017		366		529		6,491		0.012		77
Ruby Hill		415		0.048		20		11,504		0.040		460		480		3,495		0.037		129
Hemlo (50%)		939		0.063		59		375		0.120		45		104		1,410		0.134		189
Marigold (33%)		3,268		0.017		55		12,405		0.016		198		253		16,461		0.014		229
Golden Sunlight		57		0.070		4		74		0.054		4		8		1,050		0.043		45
South Arturo (60%)		—		—		—		22,114		0.045		987		987		1,952		0.013		26
Donlin Creek (50%)		5,443		0.073		397		264,053		0.066		17,340		17,737		38,098		0.064		2,428
SOUTH AMERICA
Cerro Casale (51%) (4)		15,281		0.011		162		179,441		0.012		2,210		2,372		129,204		0.011		1,476
Pascua-Lama		12,505		0.039		487		118,989		0.035		4,200		4,687		16,423		0.036		593
Veladero		1,944		0.014		28		48,247		0.014		678		706		79,038		0.009		683
Lagunas Norte		1,557		0.024		38		54,016		0.023		1,240		1,278		8,171		0.043		353
Pierina		2,320		0.015		34		8,821		0.014		122		156		134		0.022		3
AUSTRALIA PACIFIC
Porgera (95%)		26,960		0.076		2,042		34,065		0.058		1,989		4,031		17,800		0.130		2,306
Kalgoorlie (50%)		2,964		0.060		177		5,647		0.059		335		512		1,625		0.135		220
Cowal		—		—		—		31,463		0.034		1,072		1,072		1,458		0.030		44
Plutonic		118		0.186		22		10,919		0.157		1,711		1,733		4,888		0.246		1,204
Kanowna		2,781		0.157		438		2,453		0.172		421		859		8,122		0.117		950
Darlot		512		0.133		68		3,086		0.124		383		451		137		0.212		29
Granny Smith		470		0.172		81		2,044		0.167		342		423		5,354		0.237		1,267
Lawlers		53		0.113		6		6,738		0.151		1,017		1,023		1,889		0.136		256
Henty		—		—		—		199		0.231		46		46		35		0.200		7
Osborne		1,175		0.023		27		2,235		0.028		62		89		3,527		0.020		71
Reko Diq (37.5%)		639,161		0.008		4,968		485,910		0.007		3,519		8,487		895,089		0.009		8,398
AFRICA
Bulyanhulu		—		—		—		4,936		0.339		1,675		1,675		12,415		0.370		4,592
North Mara		9,209		0.061		563		9,837		0.064		628		1,191		682		0.063		43
Buzwagi		1		—		—		20,370		0.043		886		886		983		0.039		38
Tulawaka (70%)		—		—		—		267		0.330		88		88		44		0.364		16
OTHER		—		—		—		—		—		—		—		592		0.294		174
TOTAL		787,100		0.016		12,748		1,580,026		0.033		52,292		65,040		1,372,539		0.025		34,753

COPPER MINERAL RESOURCES ^(1,2)

As at December 31, 2008	MEASURED (M)						INDICATED (I)						(M) + (I)		INFERRED
	Tons		Grade		Contained lbs		Tons		Grade		Contained lbs		Contained lbs		Tons		Grade		Contained lbs
Based on attributable pounds	(000s)		(%)		(millions)		(000s)		(%)		(millions)		(millions)		(000s)		(%)		(millions)
Zaldívar		27,416		0.474		260		72,249		0.430		621		881		135,182		0.470		1,271
Osborne		1,175		1.830		43		2,235		1.655		74		117		3,527		1.375		97
Reko Diq (37.5%)		639,161		0.535		6,842		485,910		0.477		4,631		11,473		895,089		0.478		8,549
TOTAL		667,752		0.535		7,145		560,394		0.475		5,326		12,471		1,033,798		0.480		9,917

(1)	Resources which are not reserves do not have demonstrated economic viability.
(2)	See accompanying footnote #1
(3)	See accompanying footnote #2
(4)	See accompanying footnote #3

3

CONTAINED SILVER WITHIN REPORTED GOLD RESERVES ⁽¹⁾

For the year ended Dec. 31, 2008	IN PROVEN GOLD RESERVES						IN PROBABLE GOLD RESERVES						TOTAL
	Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Process
Based on attributable ounces	(000s)		(oz/ton)		(000s)		(000s)		(oz/ton)		(000s)		(000s)		(oz/ton)		(000s)		recovery %
NORTH AMERICA
Pueblo Viejo (60%)		7,658		0.66		5,052		140,288		0.53		73,733		147,946		0.53		78,785		87.1	%
SOUTH AMERICA
Cerro Casale (51%) (2)		126,562		0.06		7,302		485,711		0.05		22,810		612,273		0.05		30,112		46.0	%
Pascua-Lama		42,680		1.77		75,544		397,546		1.62		642,080		440,226		1.63		717,624		78.5	%
Lagunas Norte		13,515		0.11		1,527		217,120		0.11		22,800		230,635		0.11		24,327		20.3	%
Veladero		31,720		0.40		12,561		459,596		0.46		213,629		491,316		0.46		226,190		6.4	%
Pierina		10,900		0.27		2,924		18,282		0.20		3,728		29,182		0.23		6,652		43.9	%
AFRICA
Bulyanhulu		2,122		0.18		390		35,606		0.25		9,073		37,728		0.25		9,463		65.0	%
TOTAL		235,157		0.45		105,300		1,754,149		0.56		987,853		1,989,306		0.55		1,093,153		61.7	%

(1)	Silver is accounted for as a by-product credit against reported or projected gold production costs.
(2)	See accompanying footnote #3

CONTAINED COPPER WITHIN REPORTED GOLD RESERVES ⁽¹⁾

For the year ended Dec. 31, 2008	IN PROVEN GOLD RESERVES						IN PROBABLE GOLD RESERVES						TOTAL
	Tons		Grade		Contained lbs		Tons		Grade		Contained lbs		Tons		Grade		Contained lbs		Process
Based on attributable pounds	(000s)		(%)		(millions)		(000s)		(%)		(millions)		(000s)		(%)		(millions)		recovery %
NORTH AMERICA
Pueblo Viejo (60%)		7,658		0.119		18.2		140,288		0.091		254.8		147,946		0.092		273.0		79.5	%
SOUTH AMERICA
Cerro Casale (51%) (2)		126,562		0.192		486.2		485,711		0.229		2,221.0		612,273		0.221		2,707.2		82.8	%
Pascua-Lama		42,680		0.093		79.6		397,546		0.072		569.9		440,226		0.074		649.5		57.6	%
AFRICA
Buzwagi		855		0.006		0.1		64,255		0.137		176.5		65,088		0.136		176.6		76.4	%
Bulyanhulu		2,122		0.339		14.4		35,606		0.604		429.9		37,728		0.589		444.3		84.9	%
TOTAL		179,877		0.166		598.5		1,123,406		0.163		3,652.1		1,303,283		0.163		4,250.6		72.4	%

(1)	Copper is accounted for as a by-product credit against reported or projected gold production costs.
(2)	See accompanying footnote #3

4

CONTAINED SILVER WITHIN REPORTED GOLD RESOURCES ⁽¹⁾

For the year ended Dec. 31, 2008	MEASURED (M)						INDICATED (I)						(M) + (I)		INFERRED
	Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Ounces		Tons		Grade		Contained ozs
Based on attributable ounces	(000’s)		(oz/ton)		(000’s)		(000’s)		(oz/ton)		(000’s)		(000’s)		(000’s)		(oz/ton)		(000’s)
NORTH AMERICA
Eskay Creek		—		—		—		—		—		—		—		—		—		—
Pueblo Viejo (60%)		2,613		0.37		969		74,455		0.33		24,591		25,560		7,823		0.63		4,932
SOUTH AMERICA
Cerro Casale (51%) (2)		15,281		0.04		569		179,441		0.03		6,061		6,630		129,204		0.03		3,825
Pascua-Lama		12,505		0.69		8,625		118,989		0.66		79,064		87,689		16,423		0.69		11,397
Lagunas Norte		1,557		0.12		191		54,016		0.09		4,813		5,004		8,171		0.08		673
Veladero		1,944		0.39		763		48,247		0.35		17,017		17,780		79,038		0.33		25,731
Pierina		2,320		0.35		802		8,821		0.33		2,912		3,714		134		0.11		15
AFRICA
Bulyanhulu		—		—		—		4,936		0.32		1,600		1,600		12,415		0.29		3,644
TOTAL		36,220		0.33		11,919		488,905		0.28		136,058		147,977		253,208		0.20		50,217

(1)	Resources which are not reserves do not have demonstrated economic viability.
(2)	See accompanying footnote #3

CONTAINED COPPER WITHIN REPORTED GOLD RESOURCES ⁽¹⁾

For the year ended Dec. 31, 2008	IN MEASURED (M) GOLD RESOURCES						IN INDICATED (I) GOLD RESOURCES						(M) + (I)		INFERRED
	Tons		Grade		Contained lbs		Tons		Grade		Contained lbs		Contained lbs		Tons		Grade		Contained lbs
Based on attributable pounds	(000’s)		(%)		(millions)		(000’s)		(%)		(millions)		(millions)		(000’s)		(%)		(millions)
NORTH AMERICA
Pueblo Viejo (60%)		2,613		0.086		4.5		74,455		0.072		107.9		112.4		7,823		0.040		6.2
SOUTH AMERICA
Cerro Casale (51%) (2)		15,281		0.159		48.6		179,441		0.194		697.1		745.7		129,204		0.194		500.5
Pascua-Lama		12,505		0.080		20.1		118,989		0.068		160.9		181.0		16,423		0.030		10.0
AFRICA
Buzwagi		1		0.001		0.0		20,370		0.145		59.2		59.2		237		0.148		0.7
TOTAL		30,400		0.120		73.2		393,255		0.130		1,025.1		1,098.3		153,687		0.168		517.4

(1)	Resources which are not reserves do not have demonstrated economic viability.
(2)	See accompanying footnote #3

NICKEL MINERAL RESOURCES ⁽¹⁾

For the year ended Dec. 31, 2008

MEASURED (M)

INDICATED (I)

(M) + (I)

INFERRED

Tons

Grade

Contained lbs

Tons

Grade

Contained lbs

Contained lbs

Tons

Grade

Contained lbs

Based on attributable pounds

(000’s)

(%)

(millions)

(000’s)

(%)

(millions)

(millions)

(000’s)

(%)

(millions)

AFRICA

Kabanga (50%)

—

—

5,346

2.376

254.0

254.0

20,007

2.802

1,121.0

(1)	Resources which are not reserves do not have demonstrated economic viability.
PLATINUM MINERAL RESOURCES (1)

For the year ended Dec. 31, 2008	MEASURED (M)						INDICATED (I)						(M) + (I)		INFERRED
	Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Ounces		Tons		Grade		Contained ozs
Based on attributable ounces	(000’s)		(oz/ton)		(000’s)		(000’s)		(oz/ton)		(000’s)		(000’s)		(000’s)		(oz/ton)		(000’s)
RUSSIA
Fedorova (50%)		—		—		—		189,947		0.01		1,136		1,136		17,433		0.01		88
AFRICA
Sedibelo (10%)		—		—		—		5,841		0.08		440		440		3,528		0.10		352
TOTAL		—		—		—		195,788		0.01		1,576		1,576		20,961		0.02		440

⁽¹⁾ Resources which are not reserves do not have demonstrated economic viability.

PALLADIUM MINERAL RESOURCES ⁽¹⁾

For the year ended Dec. 31, 2008	MEASURED (M)						INDICATED (I)						(M) + (I)		INFERRED
	Tons		Grade		Contained ozs		Tons		Grade		Contained ozs		Ounces		Tons		Grade		Contained ozs
Based on attributable ounces	(000’s)		(oz/ton)		(000’s)		(000’s)		(oz/ton)		(000’s)		(000’s)		(000’s)		(oz/ton)		(000’s)
RUSSIA
Fedorova (50%)		—		—		—		189,947		0.03		5,100		5,100		17,433		0.03		465
AFRICA
Sedibelo (10%)		—		—		—		5,841		0.04		206		206		3,528		0.05		177
TOTAL		—		—		—		195,788		0.03		5,306		5,306		20,961		0.03		642

⁽¹⁾ Resources which are not reserves do not have demonstrated economic viability.

5

MINERAL RESERVES AND RESOURCES NOTES

1. Mineral reserves (“reserves”) and mineral resources (“resources”) have been calculated as at December 31, 2008 in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7, (under the Securities and Exchange Act of 1934), as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. Accordingly, for U.S. reporting purposes, Cerro Casale is classified as mineralized material and approximately 600,000 ounces of reserves for Pueblo Viejo (Barrick’s 60% interest) are classified as mineralized material. In addition, while the terms “measured”, “indicated” and “inferred” mineral resources are required pursuant to National Instrument 43-101, the U.S. Securities and Exchange Commission does not recognize such terms. Canadian standards differ significantly from the requirements of the U.S. Securities and Exchange Commission, and mineral resource information contained herein is not comparable to similar information regarding mineral reserves disclosed in accordance with the requirements of the U.S. Securities and Exchange Commission. U.S. investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In addition, U.S. investors are cautioned not to assume that any part or all of Barrick’s mineral resources constitute or will be converted into reserves. Calculations have been prepared by employees of Barrick, its joint venture partners or its joint venture operating companies, as applicable, under the supervision of Ivan Mullany, Senior Director, Metallurgy and Process Development, Technical Services of Barrick, Rick Allan, Senior Director, Mining of Barrick, and Rick Sims, Senior Director, Resources and Reserves of Barrick. Reserves have been calculated using an assumed long-term average gold price of $US 725 ($Aus. 850) per ounce, a silver price of $US 13.50 per ounce, a copper price of $US 2.00 per pound and exchange rates of $1.10 $Can/$US and $0.85 $US/$Aus. Reserve calculations incorporate current and/or expected mine plans and cost levels at each property. 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. Resources as at December 31, 2008 have been estimated using varying cut-off grades, depending on both the type of mine or project, its maturity and ore types at each property. For a breakdown of reserves and resources by category and for a more detailed description of the key assumptions, parameters and 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.

2. In March 2008, Barrick increased its interest in the Cortez property from 60% to 100%. 2008 reserves and resources for the Cortez property reflect Barrick’s 100% interest. 2007 reserves and resources for the Cortez property reflect Barrick’s then 60% interest.

3. In December 2007, Barrick acquired a 51% interest in the Cerro Casale project through its acquisition of Arizona Star Resources Corp. 2008 reserves and resources for the Cerro Casale project reflect Barrick’s 51% interest. 2007 reserves and resources do not reflect Barrick’s acquisition of its 51% interest in the Cerro Casale project.

6

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information contained in this Summary Gold Mineral Reserves and Mineral Resources, including any information as to our strategy, plans or future financial or operating performance and other statements that express management’s expectations or estimates of future performance, constitute “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “will”, “anticipate”, “contemplate”, “target”, “plan”, “continue’, “budget”, “may”, “intend”, “estimate” 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 management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The Company cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Barrick to be materially different from the Company’s estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; changes in the worldwide price of gold, copper or certain other commodities (such as silver, fuel and electricity); fluctuations in currency markets; changes in U.S. dollar interest rates or gold lease rates; risks arising from holding derivative instruments; ability to successfully complete announced transactions and integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; employee relations; availability and increasing costs associated with mining inputs and labor; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves; adverse changes in our credit rating; level of indebtedness and liquidity; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business. Certain of these factors are discussed in greater detail in the Company’s most recent Form 40-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

7

EX-99.4

Exhibit 99.4

For ministry use only A (Illegible) du ministère

Ministère of

Gouverment Services

Ontario Corporation Number

Numero de is societe en Onterio

Ministére des

Services gouvernementaux

CERTIFICATE            CERTIFICAT

This is to certify that these articles are effective on Ceci certfie que les présents statuts
entrent en vigueur le

JANUARY 01 JANVIER, 2009

Director / Directrice Business
Corporations Act /Loi sur les sociétés par actions

ARTICLES OF AMALGAMATION
STATUTS DE FUSION

Form 4 Business Corporations Act	1 The name of the amalgamated corporation is (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société issue de la fusion: (Ecrire en LETTRES MAJUSCULES SEULEMENT)
	BARRICK GOLD CORPORATION /SOCIÉTÉ AURIFÉRE BARRICK
Formule 4 Loi sur les sociétés par actions
	2 The address of the registered office is

Adresse du siège social

161 Bay Street, Suite 3700, P.O. Box 212

Street & Number or R.R Number & if Multi-Office
Building give Room No / Rue et numéro ou numéro de la R.
R.et, s’il s’agit d’un edifice a bureaux, numéro du
bureau

Toronto	Ontario m 5 J 2 S 1
Name of Municipality or Post Office /Postal Code/Code postal

Nom de la municipalité ou du bureau de poste

3 Number of directors is Nombre d’admimstrateurs 5 20	Fixed number OR minimum and maximum Nombre fixe OU minimum et maximum
4 The director(s) is/are: / Administrateur(s)
First name middle names and surname Prénom, autres prénoms et nom de famille	Address for service, giving Street & No. or R.R.No., Municipality Province, Country and Postal Code
Resident Canadian State ‘Yes’ or ‘No’
Domicile élu, y compris la rue et le numéro ou le numéro de la R.R., Résident canadien
	le nom de la municipalité, la province, le pays et le code postal Oui/Non
see Annex
07121F (07/2007)

 2 5. Method of amalgamation, check A or B Méthode choisie pour la fusion - Cocher A ou B: A — Amalgamation Agreement / Convention de fusion : o The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below. Les actionnaires de chaque société qui fusionnne ont dūment adopté la convention de fusion conformémént au or paragraphe 176(4) de la Loi sur les sociétés par actions à la date mentionnée ci-dessous. ou B — Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of subsidiaries / Fusion d’une société mére avec une ou plusieurs de ses filiales ou fusion de filiales: þ The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. Les administrateurs de chaque société qui fusionne ont approuvé la fusion par voie de résolution conformément à I’article 177 de la Loi sur les sociétés par actions à la date mentionnée ci-dessous. The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutes de Barrick Gold Corporation/Société Aurifére Barrick and are more particularly set out in these articles. et sont énoncés textuellement aux présents statuts. Names of amalgamating corporations Dénomination sociale des sociétés qui fusionnent Ontario Corporation Number Numéro de la société en Ontario Date of Adoption/Approval Date d’adoption ou d’approbation Year Month Day année mois jour Barrick Gold 1698168 2008-12-19 Corporation/Société Aurifére Barrick Arizona Star Resource Corp. 1731179 2008-12-23

3

6. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

There shall be no restrictions on the business that the Amalgamated Corporation may carry on.

7. The classes and any maximum number of shares that the corporation is authorized to issue:

Catégoriés et nombre maximal, s’il y a lieu, d’actions que la socièté est autorisèe à émettre:

(i) an unlimited number of share without nominal or par value designated as common shares (the “Common Shares”);

(ii) an unlimited number of shares without nominal or par value, issuable in series and designated as first preferred shares (the “First Preferred Shares”);

(iii) an unlimited number of shares without nominal or par value, issuable in series and designated as second preferred shares (the “Second Preferred Shares”); and

(iv) a third series of First Preferred Shares, consisting of one share, designated as First Preferred Shares, series C special voting share (the “First Preferred Shares, Series C Special Voting Share”).

4 8. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

Droits, priviléges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs a chaque catégorie d’actions qui peut étre émise en séne :

Provided for on attached pages 4A — 4R (inclusive).

	4A
8. Continued

Schedule I

First Preferred Shares

     The shares without nominal or par value designated, as a class, First Preferred Shares shall have attached thereto, as a class, the following rights, privileges, restrictions and conditions:

1. The First Preferred Shares may at any time and from time to time be issued in one (1) or more series, each series to consist of such number of shares as may, before the issue thereof, be fixed by resolution of the board of directors of the Amalgamated Corporation.

2. The board of directors of the Amalgamated Corporation shall, by resolution duly passed before the issue of any First Preferred Shares of any series, determine the designation, rights, privileges, restrictions and conditions to be attached to the First Preferred Shares of such series, including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of preferential dividends, the date or dates and place or places of payment thereof, the consideration and the terms and conditions of any purchase for cancellation or redemption thereof, conversion or exchange rights (if any), the terms and conditions of any share purchase plan or sinking fund and the restrictions (if any) respecting payment of dividends on any shares ranking junior to the First Preferred Shares, the whole subject to the limitations set out in the articles and the issue by the Director under the Act of a certificate of amendment designating such series of shares.

3. The First Preferred Shares of each series shall, with respect to priority in payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Amalgamated Corporation among its shareholders for the purpose of winding up its affairs, be entitled to a preference over the common shares of the Amalgamated Corporation and over any other shares ranking junior to the First Preferred Shares and the First Preferred Shares of each series may also be given such other preferences over the common shares and any other shares ranking junior to the First Preferred Shares as may be determined as to the respective series authorized to be issued.

4. The First Preferred Shares of each series shall rank on a parity with the First Preferred Shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Amalgamated Corporation among its shareholders for the purpose of winding-up its affairs.

5. The holders of the First Preferred Shares of each series shall be entitled to receive and the Amalgamated Corporation shall pay thereon as and when declared by the board of directors out of the moneys of the Amalgamated Corporation properly applicable to the payment of dividends fixed non-cumulative preferential quarterly cash dividends at such rate and on such date or dates as the directors may determine or may have determined by the resolution provided for in clause 2 determining the rights, privileges, restrictions and conditions attaching to the First Preferred Shares of such series and as may be the subject matter of a certificate as

	4B
8. Continued

referred to in the said clause 2. Such dividends shall accrue from such date or dates not later than six (6) months after the respective dates of issue as may in the case of each issue be determined by the board of directors of the Amalgamated Corporation or in case no date be so determined then from the date of allotment. Cheques of the Amalgamated Corporation payable at par at any branch of the Amalgamated Corporation’s bankers for the time being in Canada shall be issued in respect of such dividends.

6. In the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation or any other distribution of assets of the Amalgamated Corporation among its shareholders for the purpose of winding up its affairs, the holders of the First Preferred Shares of each series shall be entitled to receive for each First Preferred Share held by them, respectively, a sum equivalent to the result obtained when the stated capital account for the First Preferred Shares of such series is divided by the number of issued and outstanding First Preferred Shares of such series together with all dividends (if any) declared and unpaid thereon up to the date of distribution and, if such liquidation, dissolution, winding-up or other distribution is voluntary, an additional amount equal to the premium (if any) which would be payable upon the First Preferred Shares of such series as part of the redemption price of such shares if such shares were redeemed under the provisions of clause 9 and not pursuant to any compulsory purchase or retirement obligation imposed upon the Amalgamated Corporation, the whole before any amount shall be paid or any property or assets of the Amalgamated Corporation distributed to the holders of any common shares or shares of any other class ranking junior to the First Preferred Shares. After payment to holders of the First Preferred Shares of each series of the amount so payable to them they shall not be entitled to share in any further distribution of the property or assets of the Amalgamated Corporation.

7. Subject to the provisions of clause 6 and subject to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares of any series, the Amalgamated Corporation may at any time or times purchase (if obtainable) for cancellation all or any part of the First Preferred Shares of any series outstanding from time to time in the market (including purchase through or from an investment dealer or firm holding membership on a recognized stock exchange) or by invitation for tenders addressed to all the holders of record of the First Preferred Shares of such series outstanding at the lowest price or prices at which, in the opinion of the directors, such shares are obtainable but not exceeding the price at which, at the date of purchase, such shares are redeemable as provided in clause 8 without reference to the price payable by the Amalgamated Corporation pursuant to any compulsory purchase or retirement obligation imposed upon the Amalgamated Corporation (including accrued and unpaid preferential dividends as provided in the said clause 8) and costs of purchase. If upon any invitation for tenders under the provisions of this clause the Amalgamated Corporation shall receive tenders of First Preferred Shares of such series at the same lowest price which the Amalgamated Corporation is willing to pay in an aggregate number greater than the number for which the Amalgamated Corporation is prepared to accept tenders, the First Preferred Shares of such series so tendered which the Amalgamated Corporation determines to purchase at such price shall be purchased as nearly as may be pro rata (disregarding fractions) in proportion to the number of First Preferred Shares of such series so tendered by each of the holders of First Preferred Shares of such series who submitted tenders at the said same lowest price.

	4C
8. Continued

8. Subject to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares of any series, the Amalgamated Corporation may upon giving notice as hereinafter provided redeem at any time the whole or from time to time any part of the then outstanding First Preferred Shares of any series on payment for each share to be redeemed of a sum equivalent to the result obtained when the stated capital account for the First Preferred Shares of such series is divided by the number of issued and outstanding First Preferred Shares of such series together with such premium (if any) as the directors may determine or may have determined by the resolution provided for in clause 2 determining the rights, privileges, restrictions and conditions attaching to the First Preferred Shares of such series and as may be the subject matter of a certificate as referred to in the said clause 2 and together with all declared and unpaid dividends (if any) thereon up to the date fixed for redemption.

9. In any case of redemption of First Preferred Shares of any series under the provisions of clause 8 the Amalgamated Corporation shall at least ten (10) days before the date specified for redemption mail to each person who at the date of mailing is a registered holder of First Preferred Shares of such series to be redeemed a notice in writing of the intention of the Amalgamated Corporation to redeem such last-mentioned shares. Such notice shall be mailed in an envelope, postage prepaid, addressed to each such shareholder at his address as it appears on the books of the Amalgamated Corporation or in the event of the address of any such shareholder not so appearing then to the last known address of such shareholder; provided, however, the accidental failure or omission to give any such notice to one (1) or more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the redemption price and the date on which redemption is to take place and if part only of the First Preferred Shares of such series held by the person to whom it is addressed is to be redeemed the number thereof so to be redeemed. On or after the date so specified for redemption the Amalgamated Corporation shall pay or cause to be paid to or to the order of the registered holders of the First Preferred Shares of such series to be redeemed the redemption price thereof on presentation and surrender, at the registered office of the Amalgamated Corporation or any other place within Canada designated in such notice, of the certificates representing the First Preferred Shares of such series so called for redemption. Such payment shall be made by cheques payable at par at any branch of the Amalgamated Corporation’s bankers for the time being in Canada. If a part only of the First Preferred Shares of such series represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at the expense of the Amalgamated Corporation. On the date fixed for redemption, the First Preferred Shares of such series to be redeemed are thereupon redeemed and cancelled as of the date so fixed for redemption and the holders thereof thereafter have no rights whatsoever against the Amalgamated Corporation in respect of the First Preferred Shares in question except to receive, upon presentation of certificates representing the First Preferred Shares of such series to be redeemed, payment of the redemption price therefor without interest.

10. The holders of First Preferred Shares shall be entitled to receive copies of the annual financial statements of the Amalgamated Corporation and the auditors’ report thereon to be submitted to the shareholders of the Amalgamated Corporation at annual meetings but the holders of First Preferred Shares shall not be entitled as such (except as hereinafter and in the Act specifically provided) to receive notice of or to attend any meeting of the shareholders of the Amalgamated Corporation or to vote at any such meeting (but shall be entitled to receive notice of meetings of shareholders of the Amalgamated Corporation called for the purpose of

4D

8. Continued

authorizing the dissolution of the Amalgamated Corporation or the sale of its undertaking or a substantial part thereof).

11. The approval of the holders of the First Preferred Shares to delete or vary any right, privilege, restriction or condition attaching to the First Preferred Shares as a class or any other matter requiring the approval or consent of the holders of First Preferred Shares, as a class, may be given by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the First Preferred Shares duly called for that purpose and held upon at least twenty-one (21) days’ notice at which the holders of a majority of the outstanding First Preferred Shares are present or represented by proxy. If at any such meeting the holders of a majority of the outstanding First Preferred Shares are not present or represented by proxy within one-half (1/2) hour after the time appointed for such meeting, then the meeting shall be adjourned to such date being not less than thirty (30) days later and to such time and place as may be appointed by the chairman and not less than twenty-one (21) days’ notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of First Preferred Shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed thereat by not less than two-thirds (2/3) of the votes cast at such adjourned meeting shall constitute the authorization of the holders of the First Preferred Shares referred to above. The formalities to be observed in respect of the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed by the by-laws of the Amalgamated Corporation with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting, every holder of First Preferred Shares shall be entitled to one (1) vote in respect of each $1.00 of the issue price of each First Preferred Share held.

First Preferred Shares, Series A

     The first series of First Preferred Shares are designated as $0.114 Non-cumulative Redeemable Convertible First Preferred Shares, Series A (the “First Preferred Shares, Series A”), shall consist of 10,000,000 First Preferred Shares and, in addition to the rights, privileges, restrictions and conditions attached to the First Preferred Shares as a class, shall have attached thereto rights, privileges, restrictions and conditions substantially as hereinafter set forth, that is to say:

1. The rate of the fixed non-cumulative preferential cash dividends on the First Preferred Shares, Series A shall be $0.114 per annum. Such dividends shall be payable in quarterly instalments on the first (1st) days of January, April, July and October in each year.

2. No class of shares may be created or issued ranking as to capital or dividends prior to or on a parity with the First Preferred Shares without the prior approval of the Series A First Preferred Shareholders given as hereinafter specified nor shall the authorized amount of First Preferred Shares be increased without such approval; provided that nothing in this clause shall prevent the Amalgamated Corporation from issuing additional series of presently authorized First Preferred Shares without such approval.

4E

8. Continued

3.	(a)	For the purpose of this clause 3: “Common Shares” shall mean common shares without par value of the Amalgamated Corporation as such shares were constituted on the effective date of the Amalgamation; and “Conversion Basis” at any time shall mean the number of common shares into which at such time one (1) First Preferred Share, Series A shall be convertible in accordance with the provisions of this clause 3.
	(b)	Series A First Preferred Shareholders shall have the right at any time up to the close of business on the last business day prior to the date fixed for redemption (if any) (the “Time of Expiry”) (subject as hereinafter provided) to convert First Preferred Shares, Series A into Common Shares on the following original Conversion Basis: one (1) Common Share for each First Preferred Share, Series A until such time as the original Conversion Basis shall be adjusted as hereinafter provided and thereafter on the adjusted Conversion Basis.
	(c)	The conversion privilege herein provided for may be exercised by notice in writing given to the transfer agent for the First Preferred Shares, Series A at its principal office in the City of Toronto, or to such other transfer agent at such other city or cities as the Amalgamated Corporation may from time to time appoint, accompanied by a certificate or certificates representing the First Preferred Shares, Series A of the Amalgamated Corporation, in respect of which the holder thereof desires to exercise such right of conversion. Such notice shall be signed by such holder or his duly authorized attorney and shall specify the number of First Preferred Shares, Series A which the holder desires to have converted and the number to be purchased. The transfer form in the certificate or certificates in question need not be endorsed, except in the circumstances contemplated by subclause (e). If less than all the First Preferred Shares, Series A represented by a certificate or certificates accompanying the notice are to be converted, the holder shall be entitled to receive, at the expense of the Amalgamated Corporation, a new certificate representing the First Preferred Shares, Series A which are not to be converted.
	(d)	In the case of any First Preferred Shares, Series A which may be called for redemption, the right of conversion thereof shall, notwithstanding anything herein contained, cease and terminate at the close of business on the last business day next preceding the date fixed for redemption, provided, however, that if the Amalgamated Corporation shall fail to redeem such First Preferred Shares, Series A in accordance with the notice of redemption the right of conversion shall thereupon be restored.
	(e)	On any conversion of First Preferred Shares, Series A the share certificates for Common Shares of the Amalgamated Corporation resulting therefrom shall be issued in the name of the registered holder of the First Preferred Shares, Series A converted or in such name or names as such registered holder may direct in writing (either in the notice referred to in subclause (c) or otherwise), provided

4F

8. Continued

	that such registered holder shall pay any applicable security transfer taxes; in any such case the transfer form on the back of the certificates in question shall be endorsed by the registered holder of First Preferred Shares, Series A or his duly authorized attorney, with signature guaranteed in a manner satisfactory to the transfer agent.
(f)	Subject as hereinafter provided by this subclause (f), the right of a Series A First Preferred Shareholder to convert the same into Common Shares shall be deemed to have been exercised, and the registered holders of First Preferred Shares, Series A to be converted (or any person or persons in whose name or names any such registered holder of First Preferred Shares, Series A shall have directed certificates representing Common Shares be issued as provided in subclause (e)) shall be deemed to have become holders of Common Shares of record of the Amalgamated Corporation for all purposes on the respective dates of surrender of certificates representing the First Preferred Shares, Series A to be converted accompanied by notice in writing as provided in subclause (c) hereof notwithstanding any delay in the delivery of certificates representing the Common Shares into which such First Preferred Shares Series A have been converted.
(g)	A Series A First Preferred Shareholder on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding that such share is converted after such record date and before the payment date of such dividend, and the registered holder of any Common Share resulting from any conversion shall be entitled to rank equally with the registered holders of all other Common Shares in respect of all dividends declared payable to holders of Common Shares of record on any date after the date of conversion. Subject as aforesaid, no payment or adjustment will be made on account of any dividend, accrued or otherwise, on the First Preferred Shares, Series A converted or the Common Shares resulting from any conversion.
(h)	If and whenever at any time prior to the Time of Expiry the outstanding Common Shares shall be subdivided, redivided or changed into a greater or consolidated into a lesser number of shares or reclassified into different shares, the Conversion Basis then in effect shall be appropriately adjusted and any Series A First Preferred Shareholder who has not exercised his right of conversion prior to the effective date of such subdivision, redivision, change, consolidation or reclassification shall be entitled to receive and shall accept, upon the exercise of such right at any time on the effective date or thereafter, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the conversion privilege, the aggregate number of Common Shares that such Series A First Preferred Shareholder would have been entitled to receive as a result of such subdivision, redivision, change, consolidation or reclassification if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled upon exercise of the conversion privilege.

8. Continued 4G

(i)

If and whenever at any time prior to the Time of Expiry there is a capital reorganization of the Amalgamated Corporation not covered by subclause (h) of this clause 3, or a consolidation or merger or amalgamation of the Amalgamated Corporation with or into any other company, including by way of a sale whereby all or substantially all of the undertaking and assets of the Amalgamated Corporation become the property of any other company, any Series A First Preferred Shareholder who has not exercised his right of conversion prior to the effective date of such reorganization, consolidation, merger, amalgamation or sale, shall be entitled to receive and shall accept, upon the exercise of such right of conversion at any time on the effective date or thereafter in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of such right of conversion, the aggregate number of shares or other securities or property of the Amalgamated Corporation or of the company resulting from the consolidation, merger or amalgamation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive as a result of such capital reorganization, consolidation, merger, amalgamation or sale if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was entitled theretofore upon exercise of the conversion right; provided always that the Series A First Preferred Shareholder in question shall never be entitled to receive any securities or interest in any assets whatsoever except to the extent that the same have in fact been made available to the transfer agent and registrar of the Amalgamated Corporation as the registered holder of the Common Shares which form the basic subject matter of the right of conversion.

(j)

The Amalgamated Corporation shall not issue fractional shares upon any conversion of First Preferred Shares, Series A. If a fractional interest in a Common Share would, except for the provisions of this paragraph, be deliverable upon conversion of a First Preferred Share, Series A the Amalgamated Corporation shall issue a non-voting and non-dividend bearing bearer scrip certificate of the Amalgamated Corporation in respect of such fractional interest, which scrip certificate, when surrendered to the transfer agent for the Common Shares at any office for the transfer of Common Shares of the Amalgamated Corporation, together with similar scrip certificates representing in the aggregate the right to receive at least one whole Common Share, shall be exchangeable for a share certificate or certificates for the full number of Common Shares called for by all the scrip certificates so surrendered and a new scrip certificate in respect of any remaining fractional interest in a Common Share called for thereby. Such scrip certificate shall become void on such date, not less than six months after the date of issuance thereof, as shall be determined by the directors of the Amalgamated Corporation and stated in such scrip certificate and on such date each such scrip certificate which has become void and the fractional interest represented thereby shall be deemed to have been purchased by the Amalgamated Corporation. Such scrip certificate shall be in such form and contain such reasonable terms and provisions as the directors shall at any time or from time to time determine.

Continued 4H

4.	(a)	The Amalgamated Corporation may, in the manner provided in clauses 8 and 9 of the provisions attaching to the First Preferred Shares as a class redeem at any time the whole or from time to time any part of the then outstanding First Preferred Shares, Series A, on payment for each share to be redeemed of the Redemption Price, as defined below, together with all declared and unpaid non-cumulative preferential dividends thereon.
	(b)	Until the notice hereinafter referred to is given, the Redemption Price shall be $1.90 per share. At any time the Amalgamated Corporation may give notice to all holders of all First Preferred Shares, Series A, stating that it has determined that the market price of common shares of the Amalgamated Corporation (based upon the weighted average price of such shares on The Toronto Stock Exchange over a period of twenty consecutive trading days ended not more than five days prior to the date of giving of such notice) is a stipulated price. In the event that such notice is given, then on the 30th day following the date of mailing of such notice, the Redemption Price shall be the lesser of $1.90 per share and such stipulated market price per common share. Such 30th day is herein referred to as the “Fixed Price Date”.

5. On the Fixed Price Date and at any time thereafter, any holder of First Preferred Shares, Series A may require the Amalgamated Corporation to redeem, at the Redemption Price then in effect, together with declared and unpaid dividends if any, all or any of his First Preferred Shares, Series A. Such right to require redemption may be exercised by notice in writing given to the transfer agent for the First Preferred Shares, Series A at its principal office in the City of Toronto, or to such other transfer agent at such other city or cities as the Amalgamated Corporation may from time to time appoint. Such notice shall be signed by the holder or his duly authorized attorney and shall specify the number of First Preferred Shares, Series A which the holder desires to have redeemed, and such notice shall be accompanied by a certificate or certificates representing the First Preferred Shares, Series A to be redeemed. If less than all the First Preferred Shares, Series A represented by a certificate or certificates accompanying any such notice are to be redeemed, the holder shall be entitled to receive, at the expense of the Amalgamated Corporation, a new certificate representing the First Preferred Shares, Series A not to be redeemed. Upon the receipt of a notice and certificates as aforesaid, the Amalgamated Corporation shall proceed forthwith to redeem the First Preferred Shares, Series A in question by payment of the redemption price and declared and unpaid dividends, if any, to which the holder of the First Preferred Shares, Series A to be redeemed is entitled, all in the manner specified in the provisions attaching to the First Preferred Shares as a class, as nearly as may be, mutatis mutandis.

6. The provisions contained in clauses numbered 1 to 7 inclusive (including this clause) and clauses numbered 1 to 11 both inclusive of the provisions attaching to the First Preferred Shares as a class or any of them may be deleted, varied, modified, amended or amplified by articles of amendment but only with the prior approval of the Series A First Preferred Shareholders given as hereinafter specified, in addition to any vote or authorization required by the Act.

8. Continued 4I

7. The approval of Series A First Preferred Share holders with respect to any and all matters referred to herein (in addition to and distinct from any vote or authorization required by the Act) may be given by resolution as provided, mutatis mutandis, in clause 11 of the provisions attaching to the First Preferred Shares as a class.

First Preferred Shares, Series B

     The first series of First Preferred Shares are designated as $0.126 Non-cumulative Redeemable Convertible First Preferred Shares, Series B (the “First Preferred Shares, Series B”), shall consist of 10,000,000 First Preferred Shares and, in addition to the rights, privileges, restrictions and conditions attached to the First Preferred Shares as a class, shall have attached thereto rights, privileges, restrictions and conditions substantially as hereinafter set forth, that is to say:

1. The rate of the fixed non-cumulative preferential cash dividends on the First Preferred Shares, Series B shall be $0.126 per annum. Such dividends shall be payable in quarterly instalments on the first (1st) days of January, April, July and October in each year.

2. No class of shares may be created or issued ranking as to capital or dividends prior to or on a parity with the First Preferred Shares without the prior approval of the Series B First Preferred Shareholders given as hereinafter specified nor shall the authorized amount of First Preferred Shares be increased without such approval; provided that nothing in this clause shall prevent the Amalgamated Corporation from issuing additional series of presently authorized First Preferred Shares without such approval.

3.	(a)	For the purpose of this clause 3:
		“Common Shares” shall mean common shares without par value of the Amalgamated Corporation as such shares were constituted on the effective date of the Amalgamation; and
		“Conversion Basis” at any time shall mean the number of common shares into which at such time one (1) First Preferred Share, Series B shall be convertible in accordance with the provisions of this clause 3.
	(b)	Series B First Preferred Shareholders shall have the right at any time up to the close of business on the last business day prior to the date fixed for redemption (if any) (the “Time of Expiry”) (subject as hereinafter provided) to convert First Preferred Shares, Series B into Common Shares on the following original Conversion Basis: one (1) Common Share for each First Preferred Share, Series B until such time as the original Conversion Basis shall be adjusted as hereinafter provided and thereafter on the adjusted Conversion Basis.
	(c)	The conversion privilege herein provided for may be exercised by notice in writing given to the transfer agent for the First Preferred Shares, Series B at its principal office in the City of Toronto, or to such other transfer agent at such other city or cities as the Amalgamated Corporation may from time to time appoint, accompanied by a certificate or certificates representing the First

4J

8. Continued

Preferred Shares, Series B of the Amalgamated Corporation, in respect of which the holder thereof desires to exercise such right of conversion. Such notice shall be signed by such holder or his duly authorized attorney and shall specify the number of First Preferred Shares, Series B which the holder desires to have converted and the number to be purchased. The transfer form in the certificate or certificates in question need not be endorsed, except in the circumstances contemplated by subclause (e). If less than all the First Preferred Shares, Series B represented by a certificate or certificates accompanying the notice are to be converted, the holder shall be entitled to receive, at the expense of the Amalgamated Corporation, a new certificate representing the First Preferred Shares, Series B which are not to be converted.

(d)	In the case of any First Preferred Shares, Series B which may be called for redemption, the right of conversion thereof shall, notwithstanding anything herein contained, cease and terminate at the close of business on the last business day next preceding the date fixed for redemption, provided, however, that if the Amalgamated Corporation shall fail to redeem such First Preferred Shares, Series B in accordance with the notice of redemption the right of conversion shall thereupon be restored.
(e)	On any conversion of First Preferred Shares, Series B the share certificates for Common Shares of the Amalgamated Corporation resulting therefrom shall be issued in the name of the registered holder of the First Preferred Shares, Series B converted or in such name or names as such registered holder may direct in writing (either in the notice referred to in subclause (c) or otherwise), provided that such registered holder shall pay any applicable security transfer taxes; in any such case the transfer form on the back of the certificates in question shall be endorsed by the registered holder of such First Preferred Shares, Series B or his duly authorized attorney, with signature guaranteed in a manner satisfactory to the transfer agent.
(f)	Subject as hereinafter provided by this subclause (f), the right of a Series B First Preferred Shareholder to convert the same into Common Shares shall be deemed to have been exercised, and the registered holders of First Preferred Shares, Series B to be converted (or any person or persons in whose name or names any such registered holder of First Preferred Shares, Series B shall have directed certificates representing Common Shares be issued as provided in subclause (e)) shall be deemed to have become holders of Common Shares of record of the Amalgamated Corporation for all purposes on the respective dates of surrender of certificates representing the First Preferred Shares, Series B to be converted accompanied by notice in writing as provided in subclause (c) hereof notwithstanding any delay in the delivery of certificates representing the Common Shares into which such First Preference Shares Series B have been converted.

4K

8. Continued

(g)	A Series B First Preferred Shareholder on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding that such share is converted after such record date and before the payment date of such dividend, and the registered holder of any Common Share resulting from any conversion shall be entitled to rank equally with the registered holders of all other Common Shares in respect of all dividends declared payable to holders of Common Shares of record on any date after the date of conversion. Subject as aforesaid, no payment or adjustment will be made on account of any dividend, accrued or otherwise, on the First Preferred Shares, Series B converted or the Common Shares resulting from any conversion.
(h)	If and whenever at any time prior to the Time of Expiry the outstanding Common Shares shall be subdivided, redivided or changed into a greater or consolidated into a lesser number of shares or reclassified into different shares, the Conversion Basis then in effect shall be appropriately adjusted and any Series B First Preferred Shareholder who has not exercised his right of conversion prior to the effective date of such subdivision, redivision, change, consolidation or reclassification shall be entitled to receive and shall accept, upon the exercise of such right at any time on the effective date or thereafter, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the conversion privilege, the aggregate number of Common Shares that such Series B First Preferred Shareholder would have been entitled to receive as a result of such subdivision, redivision, change, consolidation or reclassification if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled upon exercise of the conversion privilege.
(i)	If and whenever at any time prior to the Time of Expiry there is a capital reorganization of the Amalgamated Corporation not covered by subclause (h) of this clause 3, or a consolidation or merger or amalgamation of the Amalgamated Corporation with or into any other company, including by way of a sale whereby all or substantially all of the undertaking and assets of the Amalgamated Corporation become the property of any other company, any Series B First Preferred Shareholder who has not exercised his right of conversion prior to the effective date of such reorganization, consolidation, merger, amalgamation or sale, shall be entitled to receive and shall accept, upon the exercise of such right of conversion at any time on the effective date or thereafter in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of such right of conversion, the aggregate number of shares or other securities or property of the Amalgamated Corporation or of the company resulting from the consolidation, merger or amalgamation or to which such sale may be made, as the case may be, that such holder would have been entitled to receive as a result of such capital reorganization, consolidation, merger, amalgamation or sale if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was entitled theretofore upon exercise of the conversion right; provided always that the

4L

8. Continued

Series B First Preferred Shareholder in question shall never be entitled to receive any securities or interest in any assets whatsoever except to the extent that the same have in fact been made available to the transfer agent and registrar of the Amalgamated Corporation as the registered holder of the Common Shares which form the basic subject matter of the right of conversion.

(j) The Amalgamated Corporation shall not issue fractional shares upon any conversion of First Preferred Shares, Series B. If a fractional interest in a Common Share would, except for the provisions of this paragraph, be deliverable upon conversion of a First Preferred Share, Series B the Amalgamated Corporation shall issue a non-voting and non-dividend bearing bearer scrip certificate of the Amalgamated Corporation in respect of such fractional interest, which scrip certificate, when surrendered to the transfer agent for the Common Shares at any office for the transfer of Common Shares of the Amalgamated Corporation, together with similar scrip certificates representing in the aggregate the right to receive at least one whole Common Share, shall be exchangeable for a share certificate or certificates for the full number of Common Shares called for by all the scrip certificates so surrendered and a new scrip certificate in respect of any remaining fractional interest in a Common Share called for thereby. Such scrip certificate shall become void on such date, not less than six months after the date of issuance thereof, as shall be determined by the directors of the Amalgamated Corporation and stated in such scrip certificate and on such date each such scrip certificate which has become void and the fractional interest represented thereby shall be deemed to have been purchased by the Amalgamated Corporation. Such scrip certificate shall be in such form and contain such reasonable terms and provisions as the directors shall at any time or from time to time determine.

4. The Amalgamated Corporation may, in the manner provided in clauses 8 and 9 of the provisions attaching to the First Preferred Shares as a class, but only on or after the date which is 20 days after the first anniversary of the effective date of the Amalgamation, redeem the whole or from time to time any part of the then outstanding First Preferred Shares, Series B, on payment for each share to be redeemed of a redemption price equal to the stated capital attributable thereto (being $2.10 per share) plus a premium of $0.2625 per share, together with all declared and unpaid non-cumulative preferential dividends thereon.

5. The provisions contained in clauses numbered 1 to 6 inclusive (including this clause) and clauses numbered 1 to 11 both inclusive of the provisions attaching to the First Preferred Shares as a class or any of them may be deleted, varied, modified, amended or amplified by articles of amendment but only with the prior approval of the Series B First Preferred Shareholders given as hereinafter specified, in addition to any vote or authorization required by the Act.

6. The approval of Series B First Preferred Share holders with respect to any and all matters referred to herein (in addition to and distinct from any vote or authorization required by the Act) may be given by resolution as provided, mutatis mutandis, in clause 11 of the provisions attaching to the First Preferred Shares as a class.

4M

8. Continued

Schedule II

Second Preferred Shares

     The shares without nominal or par value designated, as a class, Second Preferred Shares shall have attached thereto, as a class, the following rights, privileges, restrictions and conditions:

1. The Second Preferred Shares may at any time and from time to time be issued in one (1) or more series, each series to consist of such number of shares as may, before the issue thereof, be fixed by resolution of the board of directors of the Amalgamated Corporation.

2. The board of directors of the Amalgamated Corporation shall, by resolution duly passed before the issue of any Second Preferred Shares of any series, determine the rights, privileges, restrictions and conditions to be attached to the Second Preferred Shares of such series, including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of preferential dividends, the date or dates and place or places of payment thereof, the consideration and the terms and conditions of any purchase for cancellation or redemption thereof, conversion or exchange rights (if any), the terms and conditions of any share purchase plan or sinking fund and the restrictions (if any) respecting payment of dividends on any shares ranking junior to the Second Preferred Shares, the whole subject to the limitations set out in the articles and the issue by the Director under the Act of a certificate of amendment designating such series of shares.

3. The Second Preferred Shares of each series shall, with respect to priority in payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Amalgamated Corporation among its shareholders for the purpose of winding up its affairs, be entitled to a preference over the common shares of the Amalgamated Corporation and over any other shares ranking junior to the Second Preferred Shares and the Second Preferred Shares of each series may also be given such other preferences over the common shares and any other shares ranking junior to the Second Preferred Shares as may be determined as to the respective series authorized to be issued.

4. The Second Preferred Shares of each series shall rank on a parity with the Second Preferred Shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Amalgamated Corporation among its shareholders for the purpose of winding-up its affairs.

5. The holders of the Second Preferred Shares of each series shall be entitled to receive and the Amalgamated Corporation shall pay thereon as and when declared by the board of directors out of the moneys of the Amalgamated Corporation properly applicable to the payment of dividends fixed non-cumulative preferential quarterly cash dividends at such rate and on such date or dates as the directors may determine or may have determined by the resolution provided for in clause 2 determining the rights, privileges, restrictions and conditions attaching to the Second Preferred Shares of such series and as may be the subject

4N

8. Continued

matter of a certificate as referred to in the said clause 2. Such dividends shall accrue from such date or dates not later than six (6) months after the respective dates of issue as may in the case of each issue be determined by the board of directors of the Amalgamated Corporation or in case no date be so determined then from the date of allotment. Cheques of the Amalgamated Corporation payable at par at any branch of the Amalgamated Corporation’s bankers for the time being in Canada shall be issued in respect of such dividends.

6. In the event of the liquidation, dissolution or winding-up of the Amalgamated Corporation or any other distribution of assets of the Amalgamated Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Second Preferred Shares of each series shall be entitled to receive for each Second Preferred Share held by them, respectively, a sum equivalent to the result obtained when the stated capital account for the Second Preferred Shares of such series is divided by the number of issued and outstanding Second Preferred Shares of such series, together with all dividends (if any) declared and unpaid thereon up to the date of distribution and, if such liquidation, dissolution, winding-up or other distribution is voluntary, an additional amount equal to the premium (if any) which would be payable upon the Second Preferred Shares of such series as part of the redemption price of such shares if such shares were redeemed under the provisions of clause 9 and not pursuant to any compulsory purchase or retirement obligation imposed upon the Amalgamated Corporation, the whole before any amount shall be paid or any property or assets of the Amalgamated Corporation distributed to the holders of any common shares or shares of any other class ranking junior to the Second Preferred Shares. After payment to holders of the Second Preferred Shares of each series of the amount so payable to them they shall not be entitled to share in any further distribution of the property or assets of the Amalgamated Corporation.

7. Subject to the provisions of clause 6 and subject to the rights, privileges, restrictions and conditions attaching to the Second Preferred Shares of any series, the Amalgamated Corporation may at any time or times purchase (if obtainable) for cancellation all or any part of the Second Preferred Shares of any series outstanding from time to time in the market (including purchase through or from an investment dealer or firm holding membership on a recognized stock exchange) or by invitation for tenders addressed to all the holders of record of the Second Preferred Shares of such series outstanding at the lowest price or prices at which, in the opinion of the directors, such shares are obtainable but not exceeding the price at which, at the date of purchase, such shares are redeemable as provided in clause 8 without reference to the price payable by the Amalgamated Corporation pursuant to any compulsory purchase or retirement obligation imposed upon the Amalgamated Corporation (including accrued and unpaid preferential dividends as provided in the said clause 8) and costs of purchase. If upon any invitation for tenders under the provisions of this clause the Amalgamated Corporation shall receive tenders of Second Preferred Shares of such series at the same lowest price which the Amalgamated Corporation is willing to pay in an aggregate number greater than the number for which the Amalgamated Corporation is prepared to accept tenders, the Second Preferred Shares of such series so tendered which the Amalgamated Corporation determines to purchase at such price shall be purchased as nearly as may be pro rata (disregarding fractions) in proportion to the number of Second Preferred Shares of such series so tendered by each of the holders of Second Preferred Shares of such series who submitted tenders at the said same lowest price.

4O

8. Continued

8. Subject to the rights, privileges, restrictions and conditions attaching to the Second Preferred Shares of any series, the Amalgamated Corporation may upon giving notice as hereinafter provided redeem at any time the whole or from time to time any part of the then outstanding Second Preferred Shares of any series on payment for each share to be redeemed of a sum equivalent to the result obtained when the stated capital account for the Second Preferred Shares of such series is divided by the number of issued and outstanding Second Preferred Shares of such series together with such premium (if any) as the directors may determine or may have determined by the resolution provided for in clause 2 determining the rights, privileges, restrictions and conditions attaching to the Second Preferred Shares of such series and as may be the subject matter of a certificate as referred to in the said clause 2 and together with all declared and unpaid dividends (if any) thereon up to the date fixed for redemption.

9. In any case of redemption of Second Preferred Shares of any series under the provisions of clause 8 the Amalgamated Corporation shall at least thirty (30) days before the date specified for redemption mail to each person who at the date of mailing is a registered holder of Second Preferred Shares of such series to be redeemed a notice in writing of the intention of the Amalgamated Corporation to redeem such last-mentioned shares. Such notice shall be mailed in an envelope, postage prepaid, addressed to each such shareholder at his address as it appears on the books of the Amalgamated Corporation or in the event of the address of any such shareholder not so appearing then to the last known address of such shareholder; provided, however, the accidental failure or omission to give any such notice to one (1) or more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the redemption price and the date on which redemption is to take place and if part only of the Second Preferred Shares of such series held by the person to whom it is addressed is to be redeemed the number thereof so to be redeemed. On or after the date so specified for redemption the Amalgamated Corporation shall pay or cause to be paid to or to the order of the registered holders of the Second Preferred Shares of such series to be redeemed the redemption price thereof on presentation and surrender, at the registered office of the Amalgamated Corporation or any other place within Canada designated in such notice, of the certificates representing the Second Preferred Shares of such series so called for redemption. Such payment shall be made by cheques payable at par at any branch of the Amalgamated Corporation’s bankers for the time being in Canada. If a part only of the Second Preferred Shares of such series represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at the expense of the Amalgamated Corporation. On the date fixed for redemption the Second Preferred Shares of such series to be redeemed are thereupon redeemed and cancelled as of the date so fixed for redemption and the holders thereof thereafter have no rights whatsoever against the Amalgamated Corporation in respect of the Second Preferred Shares in question except to receive, upon presentation of certificates representing the Second Preferred Shares of such series to be redeemed, payment of the redemption price therefor without interest.

10. The holders of Second Preferred Shares shall be entitled to receive copies of the annual financial statements of the Amalgamated Corporation and the auditors’ report thereon to be submitted to the shareholders of the Amalgamated Corporation at annual meetings but the holders of Second Preferred Shares shall not be entitled as such (except as hereinafter and in the Act specifically provided) to receive notice of or to attend any meeting of the shareholders

	4P
8. Continued

of the Amalgamated Corporation or to vote at any such meeting (but shall be entitled to receive notice of meetings of shareholders of the Amalgamated Corporation called for the purpose of authorizing the dissolution of the Amalgamated Corporation or the sale of its undertaking or a substantial part thereof).

11. The approval of the holders of the Second Preferred Shares to delete or vary any right, privilege, restriction or condition attaching to the Second Preferred Shares as a class or any other matter requiring the approval or consent of the holders of Second Preferred Shares as a class may be given by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the Second Preferred Shares duly called for that purpose and held upon at least twenty-one (21) days’ notice at which the holders of a majority of the outstanding Second Preferred Shares are present or represented by proxy. If at any such meeting the holders of a majority of the outstanding Second Preferred Shares are not present or represented by proxy within one-half (1/2) hour after the time appointed for such meeting, then the meeting shall be adjourned to such date being not less than thirty (30) days later and to such time and place as may be appointed by the chairman and not less than twenty-one (21) days’ notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of Second Preferred Shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed thereat by not less than two-thirds (2/3) of the votes cast at such adjourned meeting shall constitute the authorization of the holders of the Second Preferred Shares referred to above. The formalities to be observed in respect of the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed by the by-laws of the Amalgamated Corporation with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting, every holder of Second Preferred Shares shall be entitled to one (1) vote in respect of each $1.00 of the issue price of each Second Preferred Share held.

Second Preferred Shares, Series A

     The first series of Second Preferred Shares are designated as $0.222 Non-cumulative Redeemable Convertible Exchangeable Second Preferred Shares, Series A (the “Second Preferred Shares, Series A”), shall consist of 15,000,000 Second Preferred Shares and, in addition to the rights, privileges, restrictions and conditions attached to the Second Preferred Shares as a class, shall have attached thereto rights, privileges, restrictions and conditions substantially as hereinafter set forth, that is to say:

1. The rate of the fixed non-cumulative preferential cash dividends on the Second Preferred Shares, Series A shall be $0.222 per annum. Such dividends shall be payable in quarterly installments on the first (1st) days of January, April, July and October in each year.

2. No class of shares may be created or issued ranking as to capital or dividends prior to or on a parity with the Second Preferred Shares, with the exception of First Preferred Shares, without the prior approval of the Series A Second Preferred Shareholders given as hereinafter specified nor shall the authorized amount of Second Preferred Shares be increased without such approval; provided that nothing in this clause shall prevent the Amalgamated Corporation from issuing additional series of presently authorized Second Preferred Shares without such approval.

	4Q
8. Continued

3.	(a)	The Amalgamated Corporation may, in the manner provided in clauses 8 and 9 of the provisions attaching to the Second Preferred Shares as a class, redeem at any time the whole or from time to time any part of the then outstanding Second Preferred Shares, Series A, on payment for each share to be redeemed of the redemption price of $2.43 per share, together with all declared and unpaid non-cumulative preferential dividends thereon.
	(b)	Subject as hereinafter provided, any holder of Second Preferred Shares, Series A may, at any time, require the Amalgamated Corporation to redeem, at a redemption price of $2.43 per share, together with declared and unpaid dividends if any, all or any of his Second Preferred Shares, Series A. Such right to require redemption may be exercised by notice in writing given to the transfer agent for the Second Preferred Shares, Series A at its principal office in the City of Toronto, or to such other transfer agent at such other city or cities as the Amalgamated Corporation may from time to time appoint. Such notice shall be signed by such registered holder or his duly authorized attorney and shall specify the number of Second Preferred Shares, Series A which such holder desires to have redeemed, and such notice shall be accompanied by a certificate or certificates representing the Second Preferred Shares, Series A to be redeemed. If less than all the Second Preferred Shares Series A represented by a certificate or certificates accompanying any such notice are to be redeemed, the holder shall be entitled to receive, at the expense of the Amalgamated Corporation, a new certificate representing the Second Preferred Shares, Series A not to be redeemed. Upon the receipt of a notice and certificates as aforesaid, the Amalgamated Corporation shall proceed forthwith to redeem the Second Preferred Shares, Series A in question by payment of the redemption price and all declared and unpaid dividends if any to which the holder of the Second Preferred Shares, Series A to be redeemed is entitled, all in the manner specified in the provisions attaching to the Second Preferred Shares as a class, as nearly as may be, mutatis mutandis.

4. The provisions contained in clauses numbered 1 to 4 inclusive (including this clause) and clauses numbered 1 to 11 both inclusive of the provisions attaching to the Second Preferred Shares as a class or any of them may be deleted, varied, modified, amended or amplified by articles of amendment but only with the prior approval of the Series A Second Preferred Shareholders given as hereinafter specified, in addition to any vote or authorization required by the Act.

5. The approval of Series A Second Preferred Shareholders with respect to any and all matters referred to herein (in addition to and distinct from any vote or authorization required by the Act) may be given by resolution as provided, mutatis mutandis, in clause 11 of the provisions attaching to the Second Preferred Shares as a class.

	4R
8. Continued

Terms of Special Voting Share

     The one authorized, issued and outstanding share of the series of First Preferred Shares, designated as the First Preferred Shares, Series C Special Voting Share shall, in addition to the rights, privileges, restrictions and conditions attached to the First Preferred Shares as a class, carry and be subject to the following rights, privileges, restrictions and conditions:

1. Voting Rights

     Except for meetings of the holders of the Common Shares required by applicable law to be held as a separate class meeting, the holder of the one outstanding First Preferred Shares, Series C Special Voting Share shall be entitled to receive notice of and to vote, together with the holders of the Common Shares as a single class, on all matters submitted to a vote of the holders of the Common Shares, and the holder of the one outstanding First Preferred Shares, Series C Special Voting Share shall be entitled to cast on each such matter a number of votes equal to (i) the number of exchangeable shares (the “Exchangeable Shares”) of Homestake Canada Inc. and its successors at law, whether by merger, amalgamation or otherwise, outstanding as of the record date for such meeting of shareholders which are not owned by the Corporation or any subsidiary or affiliate of the Corporation, multiplied by (ii) 0.53.

2. Dividends

     The rate of the fixed non-cumulative preferential cash dividends on the First Preferred Shares, Series C Special Voting Share shall be $0.04 per annum. Such dividends shall be payable in quarterly installments on the first day of each of January, April, July and October in each year.

3. Redemption

     At such time as no Exchangeable Shares (other than Exchangeable Shares owned by the Corporation or any subsidiary or affiliate of the Corporation) shall be outstanding and there are no shares, securities, debt, options or other agreements which could give rise to the issuance of any Exchangeable Shares to any person (other than the Corporation or any subsidiary or affiliate of the Corporation), the Corporation shall, in the manner provided in clauses 8 and 9 of the provisions attaching to the First Preferred Shares as a class, forthwith thereafter redeem the one outstanding First Preferred Shares, Series C Special Voting Share for, a redemption price of $1.00, together with all declared and unpaid non-cumulative preferential dividends thereon, if any. Upon such redemption or other purchase or acquisition thereof by the Corporation, such share shall be deemed to be retired and cancelled and may not be reissued.

5

9.	The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: Lëmission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions,s’il y a lieu, sont les suivantes:
	n/a

10. Other provisions, (if any):
Autres dispositions, s’il y a lieu :

Without restricting any of the powers and capacities of the Amalgamated Corporation, whether derived from the Business Corporations Act (Ontario) (sometimes referred to herein and in Schedules I and II hereof as the “Act”) or otherwise, the Board of Directors may, without authorization of the shareholders of the Amalgamated Corporation:

(a) borrow money upon credit of the Amalgamated Corporation;

(b) issue, re-issue, sell or pledge debt obligations of the Amalgamated Corporation;

(c) subject to section 20 of the Act, give a guarantee on behalf of the Amalgamated Corporation to secure the performance of any obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Amalgamated Corporation, owned or subsequently acquired, to secure any obligation of the Amalgamated Corporation.

The Board of Directors may from time to time delegate to such one or more of the directors and officers of the Amalgamated Corporation as may be designated by the Board of Directors all or any of the powers conferred on the Board of Directors above to such extent and in such manner as the Board of Directors shall determine at the time of such delegation.

11.	The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule “A”. Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent l’annexe A.
12.	A copy of the amalgamation agreement or directors’ resolutions (as the case may be) is/are attached as Schedule “B”. Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l’annexe B.

6

These articles are signed in duplicate.

Les présents statuts sont signés en double exemplaire

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations. Include the name of each corporation, the signatories name and description of office (e.g. president, secretary). Only a director or authorized signing officer can sign on behalf of the corporation. / Nom et signature originale d’un administrateur ou d’un signataire autorisé de chaque société qui fusionne. Indiquer la dénomination sociale de chaque société, le nom du signataire et sa fonction (p. ex.: président, secrétaire). Seul un administrateur ou un dirigeant habilité peut signer au nom de la société.

BARRICK GOLD CORPORATION/SOCIÉTÉ AURIFÈRE BARRICK
Names of Corporations / Dénomination sociale des sociétés
By / Par
/s/ Sybil Veenman	Sybil Veenman	Senior Vice President, Assistant General Counsel and Secretary
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées
ARIZONA STAR RESOURCE CORP.
Names of Corporations / Dénomination sociale des sociétés
By / Par
/s/ James W. Mavor	James W. Mavor	Treasurer
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées
Names of Corporations / Dénomination sociale des sociétés
By / Par
Signature / Signature	Print name of signatory /	Description of Office / Fonction
	Nom du signataire en lettres moulées

Annex / Annexe

4.	The director(s) is/are:
	Administrateur(s):

First name, middle names and surname Prénom, autres prénoms et nom de famille	Address for services, giving street & No. or R.R. No., Municipality, Province, Country and Postal code. Domicile élu, y compris la rue et le numéro ou le numéro de la R.R., le nom de la municipalité, la province, le pays et le code postal	Resident Canadian State ‘Yes’ or ‘No’ Résident canadien Oui/Non
Howard L. Beck	27 Bernard Avenue	Yes
	Toronto, Ontario, Canada M5R 1R3
C. William D. Birchall	P.O. Box N776	No
	Wakaya, Ranger Road, Lyford Cay
	Nassau, Bahamas
Donald J. Carty	4660 Meadowood Road	No
	Dallas, Texas, U.S.A. 75220-2014
Gustavo Cisneros	161 Bay Street, Suite 3700, P.O. Box 212	No
	Toronto, Ontario, Canada M5J 2S1
Marshall A. Cohen	1 Chestnut Park Road, Penthouse	Yes
	Toronto, Ontario, Canada M4W 1W4
Peter A. Crossgrove	3769 Escarpment, Sideroad, RR#2	Yes
	Caledon, Ontario, Canada L0N 1C0
Robert M. Franklin	34 Plymbridge Crescent	Yes
	Toronto, Ontario, Canada M2P 1P5
Peter C. Godsoe	48 Lowther Avenue	Yes
	Toronto, Ontario, Canada M5R 1C6
J. Brett Harvey	102 Trotwood Drive	No
	Venetia, Pennsylvania, U.S.A. 15367
Brian Mulroney	47 Forden Crescent	Yes
	Westmount, Quebec, Canada H3Y 2Y5
Anthony Munk	570 Park Avenue, Penthouse E	No
	New York, New York, U.S.A. 10021
Peter Munk	24 Old Forest Hill Road	Yes
	Toronto, Ontario, Canada M5P 2P7
Steven J. Shapiro	717 Texas Avenue, Suite 2100	No
	Houston, Texas, U.S.A. 77002-2712
Gregory C. Wilkins	155 South Drive	Yes
	Toronto, Ontario, Canada M4W 1S3

SCHEDULE A

STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

          The undersigned, of the City of Toronto, in the Province of Ontario, hereby states as follows:

1. This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the “Act”).

2. I am an officer of BARRICK GOLD CORPORATION (the “Corporation”) and as such have knowledge of its affairs.

3. I have conducted such examinations of the books and records of the Corporation as are necessary to enable me to make the statements set forth below.

4. There are reasonable grounds for believing that:

(a)	the Corporation is and the corporation to be formed by the amalgamation (the “Amalgamation”) of the Corporation and Arizona Star Resource Corp. will be able to pay its liabilities as they become due; and
(b)	the realizable value of such amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

5. There are reasonable grounds for believing that no creditor of the Corporation will be prejudiced by the Amalgamation.

6. The Corporation has not been notified by any creditor that it objects to the Amalgamation.

          This Statement is made this 23^rd day of December, 2008.

by	/s/ Sybil Veenman
	Name:	Sybil Veenman
	Title:	Senior Vice President, Assistant General Counsel and Secretary

SCHEDULE A

STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

          The undersigned, of the City of Toronto, in the Province of Ontario, hereby states as follows:

1. This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the “Act”).

2. I am an officer of ARIZONA STAR RESOURCE CORP. (the “Corporation”) and as such have knowledge of its affairs.

3. I have conducted such examinations of the books and records of the Corporation as are necessary to enable me to make the statements set forth below.

4. There are reasonable grounds for believing that:

(a)	the Corporation is and the corporation to be formed by the amalgamation (the “Amalgamation”) of the Corporation and Barrick Gold Corporation will be able to pay its liabilities as they become due; and
(b)	the realizable value of such amalgamated corporation’s assets will not be less than the aggregate of its liabilities and stated capital of all classes.

5. There are reasonable grounds for believing that no creditor of the Corporation will be prejudiced by the Amalgamation.

6. The Corporation has not been notified by any creditor that it objects to the Amalgamation.

          This Statement is made this 23^rd day of December, 2008.

by	/s/ James W. Mavor
	Name:	James W. Mavor
	Title:	Treasurer

SCHEDULE B

CERTIFIED RESOLUTION OF THE DIRECTORS
OF BARRICK GOLD CORPORATION

“AMALGAMATION WITH ARIZONA STAR RESOURCE CORP.

          WHEREAS subsection 177(1) of the Business Corporations Act (Ontario) (the “Act”) permits a holding corporation and one or more of its subsidiary corporations to amalgamate and continue as one company without complying with sections 175 and 176 of the Act;

          AND WHEREAS it is considered desirable and in the best interests of BARRICK GOLD CORPORATION (the “Corporation”) that the Corporation and its wholly owned subsidiary, Arizona Star Resource Corp. (the “Subsidiary”), amalgamate and continue as one company (the “Amalgamated Corporation”) pursuant to subsection 177(1) of the Act;

          AND WHEREAS Jamie C. Sokalsky, Alexander Davidson, Nick Nikolakakis, James Mavor, Richard Ball and Faith Teo, each an officer of the Corporation, has delivered a notice of interest pursuant to the Act disclosing that he or she is to be regarded as interested in any transaction involving the Subsidiary by virtue of being a director and/or officer of the Corporation and the Subsidiary;

          AND WHEREAS the Corporation and the Subsidiary are affiliates within the meaning of the Act;

IT IS RESOLVED THAT:

1. the amalgamation (the “Amalgamation”) of the Corporation and the Subsidiary, pursuant to the provisions of subsection 177(1) of the Act, is approved and effective on such date and at such time as may be determined by any one director or officer of the Corporation;

2. upon the Amalgamation becoming effective, the articles and by-laws of the Corporation in effect immediately prior to the Amalgamation shall be the articles and by-laws of the Amalgamated Corporation;

-2-

3. upon the Amalgamation becoming effective, no securities shall be issued by the Amalgamated Corporation in connection with the Amalgamation; and

4. any one director or officer of the Corporation is authorized and directed, for and in the name of and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such agreements, instruments, certificates and other documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with the Amalgamation, including the execution and delivery to the Director appointed under the Act of articles of amalgamation in the prescribed form in respect of the Amalgamation, the execution of any such document or the doing or any such other act or thing being conclusive evidence of such determination.”

          The undersigned, being officers of BARRICK GOLD CORPORATION (the “Corporation”), hereby certify that the above resolution is a true and correct copy of a resolution of the directors of the Corporation, which resolution is presently in full force and effect, unamended.

DATED December 23, 2008.

by	/s/ Sybil Veenman
	Name:	Sybil Veenman
	Title:	Senior Vice President, Assistant General Counsel and Secretary
	/s/ James W. Mavor
	Name:	James W. Mavor
	Title:	Vice President & Treasurer

SCHEDULE B

CERTIFIED RESOLUTION OF THE DIRECTORS
OF ARIZONA STAR RESOURCE CORP.

“AMALGAMATION WITH BARRICK GOLD CORPORATION

          WHEREAS subsection 177(1) of the Business Corporations Act (Ontario) (the “Act”) permits a holding corporation and one or more of its subsidiary corporations to amalgamate and continue as one company without complying with sections 175 and 176 of the Act;

          AND WHEREAS it is considered desirable and in the best interests of ARIZONA STAR RESOURCE CORP. (the “Corporation”) that the Corporation and its parent, Barrick Gold Corporation (the “Parent”), amalgamate and continue as one company (the “Amalgamated Corporation”) pursuant to subsection 177(1) of the Act;

          AND WHEREAS each of the directors and officers of the Corporation has delivered a notice of interest pursuant to the Act disclosing that he or she is to be regarded as interested in any transaction involving the Parent by virtue of being a director and/or officer of the Corporation and the Parent;

          AND WHEREAS the Corporation and the Parent are affiliates within the meaning of the Act;

IT IS RESOLVED THAT:

1. the amalgamation (the “Amalgamation”) of the Corporation and the Parent, pursuant to the provisions of subsection 177(1) of the Act, is approved and effective on such date and at such time as may be determined by any one director or officer of the Corporation;

2. upon the Amalgamation becoming effective, the shares of the Corporation shall be cancelled without any repayment of capital in respect thereof;

-2-

3. upon the Amalgamation becoming effective, the articles and by-laws of the Parent in effect immediately prior to the Amalgamation shall be the articles and by-laws of the Amalgamated Corporation;

4. upon the Amalgamation becoming effective, no securities shall be issued by the Amalgamated Corporation in connection with the Amalgamation; and

5. any one director or officer of the Corporation is authorized and directed, for and in the name of and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such agreements, instruments, certificates and other documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable in connection with the Amalgamation, including the execution and delivery to the Director appointed under the Act of articles of amalgamation in the prescribed form in respect of the Amalgamation, the execution of any such document or the doing or any such other act or thing being conclusive evidence of such determination.”

          The undersigned, being an officer of ARIZONA STAR RESOURCE CORP. (the “Corporation”), hereby certifies that the above resolution is a true and correct copy of a resolution of the directors of the Corporation, which resolution is presently in full force and effect, unamended.

DATED December 23, 2008.

by	/s/ James W. Mavor
	Name:	James W. Mavor
	Title:	Treasurer

EX-99.5

EXHIBIT 99.5

CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the inclusion in this Form 6-K of Barrick Gold Corporation (“Barrick”), and to the incorporation by reference into the Registration Statement on Form F-9 and Form F-3 of Barrick, Barrick North America Finance LLC and Barrick Gold Financeco LLC (File Nos. 333-151327, 333-151327-02 and 333-151327-01), of our report dated February 19, 2009 to the shareholders of Barrick on the consolidated balance sheets of Barrick as at December 31, 2008 and December 31, 2007 and the consolidated statements of income, cash flow, shareholders’ equity and comprehensive income for each of the years in the three-year period ended December 31, 2008 prepared in accordance with US generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants, Licensed Public Accountants
Toronto, Ontario
March 19, 2009