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Barrick Reports 2018 Full Year and Fourth Quarter Results

T.ABX

All amounts expressed in U.S. dollars unless otherwise indicated

  • Completed transformational merger with Randgold Resources Limited to create industry-leading gold company, effective January 1, 2019.
  • Generated annual revenues of $7.24 billion, net cash provided by operating activities (“operating cash flow”) of $1.77 billion, and free cash flow1 of $365 million.
  • Increased returns to shareholders with a 33 percent increase in annual dividend.
  • Full-year gold production of 4.53 million ounces was within guidance, at a cost of sales2 of $892 per ounce, and all-in sustaining costs3 of $806 per ounce. Full-year copper production was 383 million pounds, also within guidance, at a cost of sales2 of $2.40 per pound, and all-in sustaining costs4 of $2.82 per pound.
  • Q4 gold production was 1.26 million ounces, at a cost of sales2 of $980 per ounce, and all-in sustaining costs3 of $788 per ounce. Q4 copper production was 109 million pounds, at a cost of sales2 of $2.85 per pound, and all-in sustaining costs4 of $2.95 per pound.
  • Q4 revenue was $1.90 billion, with operating cash flow of $411 million, and free cash flow1 of $37 million.
  • Total attributable capital expenditures for 2018 were $1.41 billion, at the low end of guidance range.
  • Full-year corporate administration costs of $212 million were significantly below 2018 guidance.
  • The Company recorded a net loss attributable to equity holders (“net loss”) of $1.55 billion ($1.32 per share) for 2018, including a net loss of $1.20 billion ($1.02 per share) in the fourth quarter, reflecting the impact of impairment charges recorded during 2018.
  • 2018 adjusted net earnings5 were $409 million ($0.35 per share), with Q4 adjusted net earnings5 of $69 million ($0.06 per share).
  • Total debt was reduced by 11 percent in 2018, with a year-end cash balance of $1.6 billion.6
  • Achieved a 9 percent improvement in total reportable injury frequency rate7, and reduced reportable environmental incidents by 12.5 percent.
  • Organic growth projects in Nevada and the Dominican Republic remain on schedule and in line with budget.
  • Added an initial inferred resource at Fourmile, at an average grade of 18.6 grams of gold per tonne.8
  • Declared proven and probable gold reserves of 62.3 million ounces8 as of December 31, 2018.
  • Declared proven and probable copper reserves of 10.6 billion pounds8 as of December 31, 2018.

TORONTO, Feb. 13, 2019 (GLOBE NEWSWIRE) -- Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) (“Barrick” or the “Company”) today reported fourth quarter and full year results for the period ending December 31, 2018. In 2018, our operations produced 4.53 million ounces of gold, at a cost of sales of $892 per ounce, and all-in sustaining costs3 of $806 per ounce—among the lowest of the senior gold peers.9

The Company generated annual revenue of $7.24 billion, operating cash flow of $1.77 billion, and free cash flow1 of $365 million. In 2018, our focus on capital discipline allowed us to increase investments in organic growth and significantly reduce our debt, while also increasing returns to shareholders.

Summarized 2018 Financial and Operating Results

Financial Results First Quarter   Second Quarter   Third Quarter   Fourth Quarter   Full Year
2018
 
Average realized gold price ($ per ounce)10 1,332   1,313   1,216   1,223   1,267  
Net earnings ($ millions) 158   (94 ) (412 ) (1,197 ) (1,545 )
Adjusted net earnings ($ millions)5 170   81   89   69   409  
Operating cash flow ($ millions) 507   141   706   411   1,765  
Free cash flow ($ millions)1 181   (172 ) 319   37   365  
Net earnings per share ($) 0.14   (0.08 ) (0.35 ) (1.02 ) (1.32 )
Adjusted net earnings per share ($)5 0.15   0.07   0.08   0.06   0.35  
Total Attributable Capital Expenditures ($ millions)11 326   332   346   409   1,413  
Operating Results
Gold
First Quarter   Second Quarter   Third Quarter   Fourth Quarter   Full Year
2018
 
Production (000s of ounces) 1,049   1,067   1,149   1,262   4,527  
Cost of sales applicable to gold ($ per ounce)2 848   882   850   980   892  
Cash Costs ($ per ounce)3 573   605   587   588   588  
All-in sustaining costs ($ per ounce)3 804   856   785   788   806  
Copper          
Production (millions of pounds) 85   83   106   109   383  
Cost of sales applicable to copper ($ per pound) 2.07   2.45   2.18   2.85   2.40  
C1 Cash Costs ($ per pound)4 1.88   2.10   1.94   1.98   1.97  
All-in sustaining costs ($ per pound)4 2.61   3.04   2.71   2.95   2.82  
                   

Our Nevada growth projects at Cortez, Goldrush, and Turquoise Ridge continued to advance according to schedule and within budget, underpinning the next generation of profitable production from this core region for Barrick. Exploration drilling continued to intersect high-grade mineralization at these properties, demonstrating the significant untapped geological potential of Barrick’s land position in Nevada, and supporting the evaluation of increasing processing capacity in the region.  We also advanced studies and test work in support of an expansion to increase throughput at the Pueblo Viejo mine in the Dominican Republic by 50 percent, with positive initial results.12

Reflecting our commitment to shareholder returns, we increased our annual dividend by 33 percent, from 12 cents per share in 2017, to 16 cents per share in 2018. In addition, we continued to strengthen our balance sheet with the repurchase of $629 million in outstanding notes in July, bringing the Company’s total debt repayments to roughly $10 billion over the past five and a half years.

During 2018, Barrick also strengthened its partnership with Shandong Gold Group Co., Ltd., one of China’s leading mining companies. In July, the two companies announced an enhanced strategic cooperation agreement, focused on evaluating the Lama project in Argentina, and strengthening technical collaboration between the Barrick and Shandong teams. In September, Barrick and Shandong signed a mutual investment agreement, under which each Company agreed to purchase up to $300 million of shares in the other, further deepening the partnership.

The completion of Barrick’s transformational merger with Randgold on January 1, 2019, created an industry-leading gold company with a common vision for long-term value creation. It significantly strengthened Barrick’s position across key metrics relative to the senior gold peer group13, including: ownership of five of the world’s top 10 Tier One14 gold assets, and two potential Tier One gold assets under development; the lowest total cash costs15; high-quality gold reserves; and extensive land positions in many of the world’s most prolific gold districts, positioning the Company for sustainable growth.

As we move forward as one team, Barrick’s vision is to be the world’s most valued gold mining business. To achieve this, the Company will focus on optimizing our existing operations, pursuing new opportunities that meet strict investment criteria, and developing them with disciplined efficiency. By doing so, we aim to deliver sustainable returns to our owners, and real benefits to our partners, host countries, and communities.

FINANCIAL COMMENTS

Our liquidity position is strong and continues to improve, with robust cash flow generation, modest near-term debt repayment obligations, a $3 billion undrawn credit facility, and a consolidated cash balance of approximately $1.6 billion. We reduced our total debt by $685 million, or 11 percent, in 2018, and with more than 85 percent of the Company’s outstanding debt due after 2032, Barrick now has one of the strongest balance sheets in the industry. In addition, as of December 31, 2018, Randgold had $0.7 billion of cash and cash equivalents, and no debt outstanding, bringing the cash position of the combined company to $2.3 billion as of January 1, 2019.

Barrick reported a net loss of $1.55 billion in 2018, primarily due to net impairment charges of $900 million relating to the Veladero and Lagunas Norte mines, and $742 million in significant tax adjustments. Adjusted net earnings5 of $409 million were lower than the prior year, primarily due to the impact of lower grades and recoveries, as anticipated, along with higher direct mining costs driven by increased energy prices and consumption, and the divestment of 50 percent of the Veladero mine on June 30, 2017. Earnings were also impacted by lower throughput at Acacia as a result of reduced operations at Bulyanhulu, lower tonnage processed at Lagunas Norte, and increased government imposts at Veladero. This was partially offset by lower income tax expense as a result of lower earnings and sales volumes, and lower depreciation.

Significant adjusting items to net earnings (pre-tax and non-controlling interest effects) in 2018 include:

  • $900 million ($799 million net of tax and non-controlling interest) in net impairment charges primarily relating to Veladero and Lagunas Norte;
  • $742 million in significant tax adjustments primarily relating to the de-recognition of deferred tax assets of $814 million, partially offset by a deferred tax recovery of $107 million on United States withholding taxes;
  • Additional adjustments relating to the inventory impairment at Lagunas Norte of $166 million, a write-off of a Western Australia long-term stamp duty tax receivable of $43 million, and costs associated with the merger with Randgold of $37 million; partially offset by
  • $68 million ($46 million net of tax and non-controlling interest) in disposition gains mainly relating to the sale of a non-core royalty asset at Acacia.

During the fourth quarter, the Company determined that the carbonaceous material project (CMOP) at Lagunas Norte does not currently meet the Company’s investment criteria, resulting in an inventory impairment of $166 million as described above. Barrick previously reported a non-current asset impairment of $405 million at Lagunas Norte in the third quarter, following the Company’s decision not to proceed with the refractory sulphide ore project (PMR). For more information, please see the Lagunas Norte project update on page seven of this press release. A non-current asset impairment of $246 million ($160 million net of tax), and a goodwill impairment of $154 million, were also recorded at the Veladero mine in the fourth quarter, reflecting an increase in the mine’s cost structure, related to increased government imposts and higher energy costs.

Refer to page 62 of Barrick’s fourth quarter MD&A for a full list of reconciling items between net earnings and adjusted net earnings for the current and prior year.

In 2018, we generated $1.77 billion in operating cash flow. Lower operating cash flow compared to 2017 primarily reflects lower sales volumes and increased direct mining costs (as described above). This was partially offset by a favorable movement in working capital, mainly as a result of increased drawdown of inventory and the timing of payments and changes in other current assets and liabilities. Operating cash flow also benefited from lower cash taxes paid, reflecting lower earnings and sales volume, and higher realized gold prices compared to 2017.

Capital expenditures were at the low end of our guidance range for the year, and in line with 2017, with an increase in project capital expenditures offset by a decrease in minesite sustaining capital expenditures. Free cash flow of $365 million was lower than the prior year, primarily driven by lower operating cash flows.

Over the course of 2018, we continued to realize savings resulting from the implementation of our decentralized operating model, as well as workforce reductions associated with the Randgold merger. Full-year corporate administration costs were $212 million, significantly below our original 2018 guidance of approximately $275 million.

OPERATIONS COMMENTS

Ensuring the safety of people and the environment are our most important priorities. We continued to improve our safety performance in 2018, achieving a total reportable injury frequency rate (TRIFR)7 of 0.32—the best result in the Company’s history, and a nine percent improvement compared to 2017. Since 2014, Barrick has also achieved an 87 percent reduction in reportable environmental incidents, with seven incidents at our operations last year, down from eight in 2017, continuing a long-term improvement trend.

In 2018, our operations produced 4.53 million ounces of gold, at a cost of sales of $892 per ounce, and all-in sustaining costs3 of $806 per ounce. As anticipated, gold production improved over the second half of 2018, driven by stronger performance at Barrick Nevada and Pueblo Viejo, with gold production of 1.26 million ounces in the fourth quarter, compared to 1.15 million ounces in the third quarter. Higher costs compared to 2017 primarily reflect the impact of lower grades and recoveries, higher energy costs, and higher mine site sustaining capital expenditures on a per ounce basis.

As anticipated, copper production improved progressively over the third and fourth quarters, driven by a steady improvement in grade and crusher reliability at Lumwana. In 2018, our copper portfolio produced 383 million pounds, at a cost of sales of $2.40 per pound, and all-in sustaining costs4 of $2.82 per pound. Copper production in the fourth quarter was 109 million pounds, at a cost of sales of $2.85  per pound, and all-in sustaining costs4 of $2.95 per pound.

Please see page 44 of Barrick’s fourth quarter MD&A for individual operating segment performance details.

MINERAL RESOURCE MANAGEMENT

Barrick’s 2018 year-end reserve and resource statements reflect the Company’s asset portfolio prior to the completion of the Company’s merger with Randgold on January 1, 2019. Randgold’s 2018 year-end reserve and resource statements can be found at www.barrick.com/investors.

Barrick’s 2018 reserves were calculated using a gold price assumption of $1,200 per ounce, consistent with 2017. As of December 31, 2018, Barrick’s proven and probable gold reserves were 62.3 million ounces8, compared to 64.4 million ounces at the end of 2017. While 5.4 million ounces of reserves were depleted through mining and processing, the Company added 3.2 million ounces of reserves at an average grade of 4.7 grams per tonne, significantly higher than our overall reserve grade of 1.56 grams per tonne. Reserves at our underground operations, where the majority of the Company’s future production will come from, were replaced, with additions at Turquoise Ridge, Goldstrike, Hemlo and Porgera. 

In 2018, measured, indicated, and inferred gold resources were calculated using a gold price assumption of $1,500 per ounce, consistent with 2017. Measured and indicated gold resources increased slightly to 88.8 million ounces8 at the end of 2018, compared to 88.6 million ounces at the end of 2017. Inferred gold resources also increased to 33.5 million ounces at the end of 20188, compared to 30.8 million ounces at the end of 2017.

Approximately 1.25 million ounces of proven and probable reserves, 1.3 million ounces of measured and indicated resources, and 1.2 million ounces of inferred resources (Barrick’s 63.9 percent share) were removed at Acacia’s Bulyanhulu operation following a review by Acacia of the mine’s geological and mineral resource models, and other optimization work.

Copper reserves and resources for 2018 were calculated using a copper price of $2.75 per pound and $3.50 per pound, respectively, consistent with 2017. As of December 31, 2018, proven and probable copper reserves were 10.6 billion pounds8, measured and indicated copper resources were 11.6 billion pounds8, and inferred copper resources were 2.8 billion pounds. These figures include copper contained within gold reserves and resources.

EXPLORATION UPDATE

Exploration has been repositioned to invest in our assets, with a focus on adding value at our Tier One mines, enhancing cash flow from other operations, and discovering and developing the next generation of Tier One mines. We expect to incur approximately $160 to $170 million of exploration and evaluation expenditures in 2019 with approximately 80 percent allocated to the Americas. Our 2019 program includes the following highlights:

In the Cortez District, deep drilling will continue to focus on adding resources, as well as testing open mineralization, extensions, and concepts farther afield. Consolidating the Goldrush and Fourmile geology models is a top priority and in progress. We anticipate that Fourmile and Goldrush have the potential to be integrated and developed as a single project (see Goldrush project update on page six).

At Goldstrike, we have a renewed focus on targets along a relatively poorly-tested section of the Post Fault north of the Meikle underground mine. This corridor is also the current focus of underground mining expansion and resource additions as development advances north from the Banshee deposit.

During the fourth quarter, a selective re-logging program at Pueblo Viejo led to a significant reinterpretation of the project’s geology model. We are preparing a fully-revised geology model with a newly-established, dedicated site-based project team. This has the potential to predict the location of high-grade mineralization that could be brought forward in the mine plan.

As mining of the existing oxide orebody at Lagunas Norte winds down, we are focused on improving geological understanding of the remaining resources, and we are actively exploring a number of other regional targets with the potential to extend the life of the mine, with drilling commencing in the fourth quarter.

At Veladero, we are mounting a renewed effort to develop satellite targets and make new discoveries in the Veladero-Lama district, supported by the establishment of an experienced site-based exploration team. This includes drilling at Quatro Esquinas, immediately south of the Filo Federico pit, and at the Del Carmen project, located in Argentina, adjacent to the Alturas deposit in Chile.

In Africa, the discovery of the high grade Loulo 3 shoot highlights the potential for further discoveries around our existing orebodies. Continuing brownfields exploration at Kibali has also identified numerous opportunities for reserve replacement. At Massawa, brownfields exploration will focus on efforts to expand the project’s resource base. The north of Côte d’Ivoire will be another key exploration target area.

PROJECTS UPDATE

We continue to advance a pipeline of high-confidence projects at or near our existing operations, with the potential to contribute more than one million ounces of annual production to Barrick, at costs well below our current portfolio average.

Turquoise Ridge Expansion, Nevada, U.S.A.16 (75 percent Barrick / 25 percent Newmont)
The Company is focused on developing Turquoise Ridge into a Tier One mine by increasing production and resources through mechanization, automation, and innovation. Ramp up of the road header over the course of 2018 has improved safety, increased throughput, and dropped mining costs per tonne. A second road header is on order, and further evaluation of the opportunity associated with increasing the level of mechanization and automation for the mine as a whole is underway.

Construction of a third shaft at Turquoise Ridge continues to advance according to schedule and within budget, with efforts in 2019 focused on earthworks and shaft sinking. The construction of this shaft is expected to increase annual production to more than 500,000 ounces per year (100 percent basis), at an average cost of sales of around $720 per ounce, and average all-in sustaining costs3 of roughly $630 per ounce. As of December 31, we have spent $62 million (including $3 million in the fourth quarter of 2018) out of a total estimated capital cost of $300-$325 million (100 percent basis) on the construction this shaft. Initial production from the new shaft is expected to begin in 2022, with sustained production from 2023.

Since the end of 2015, reserves have increased by 3.5 million ounces8 (100 percent basis), primarily through driving down mining costs per tonne, which has allowed for a lower cutoff grade, thereby optimizing the way the orebody is mined. The focus in 2019 is to realize the potential to further grow reserves, extend mine life, and grow production over and above the current mine plan, through reducing costs to further lower the cutoff grade, as well as extending mineralization at depth.

Goldrush Complex, Nevada, U.S.A.
Construction of twin exploration declines at Goldrush accelerated in the fourth quarter, and each decline has now advanced approximately 450 meters. These declines will provide access to the orebody, allowing for further drilling, and the conversion of existing resources to reserves. The exploration declines can be converted to production declines in the future, subject to further permitting. The project’s growing resource base is now enabling the team to re-evaluate and optimize the project design.

Infill drilling at the Red Hill portion of the Goldrush deposit continues to support geological and resource models. In 2018, probable gold reserves for Goldrush grew by 35 percent to 2.0 million ounces8, while measured and indicated resources remained steady at 9.4 million ounces.8 Conversion of a large majority of the remaining resources to reserves, as well as the significant potential to identify additional resources, will begin on completion of the exploration declines, and therefore is not expected for a number of years.

Ongoing drilling at Fourmile, located within 500 meters of Goldrush, continues to intersect high-grade mineralization across a number of stratigraphic horizons, supporting the notion that the deposit is a northern extension of the Goldrush system. Drilling has also expanded the footprint of Fourmile to the north and the south, resulting in a modest initial inferred resource. Inferred resources for Goldrush, including Fourmile, have increased to 3.6 million ounces.8 In 2019, we will continue to test the gap between Goldrush and Fourmile, as well as seek to extend mineralization to the north. We are also carrying out an integrated review of the geological, geotechnical, and geometallurgical aspects of the mineralized corridor to optimize the mine design, which could impact production rates and processing options for the operation.

Cortez Deep South, Nevada, U.S.A.
The Deep South project is expected to contribute approximately 300,000 ounces of annual gold production when fully ramped up between 2024 and 2028, at a cost of sales of $650 per ounce, and all-in sustaining costs3 of $580 per ounce. The draft Environmental Impact Statement for the project was published in late October, with the public comment period concluding in December. As of December 31, we have spent $33 million (including $2 million in the fourth quarter of 2018) out of a total estimated capital cost of $106 million on the Deep South Expansion. Initial production from Deep South is expected in 2022. Deep South will utilize infrastructure which has already been approved under current plans to expand mining in the Lower Zone of the Cortez underground mine, including the new Rangefront twin declines, and other underground infrastructure already in use and under construction.

Pueblo Viejo, Dominican Republic12 (60 percent Barrick / 40 percent Goldcorp)
Scoping studies and pilot project work are supportive of a plant expansion at the Pueblo Viejo mine that could increase throughput by roughly 50 percent to 12 million tonnes per year, allowing the mine to maintain average annual gold production of approximately 800,000 ounces after 2022 (100 percent basis). To achieve this, the mine is evaluating a flotation concentrator followed by ultra-fine grinding and tank oxidation of the concentrate. Testing to date has indicated that tank oxidation is preferable to the pad pre-oxidation process previously considered. Pueblo Viejo expects to complete prefeasibility studies for the plant expansion and additional tailings capacity by the end of 2019. The project has the potential to convert roughly seven million ounces of measured and indicated resources to proven and probable reserves (100 percent basis).

Lagunas Norte Carbonaceous Material and Refractory Ore Project, Peru
In 2018, Barrick updated a feasibility study on a project to extend the life of the Lagunas Norte mine through the sequenced installation of mill, carbon-in-leach, flotation and autoclave processing facilities. During 2018, the Company determined that the project does not currently meet Barrick’s investment criteria. As a result, the Company is re-evaluating the Lagunas Norte business plan. The near-term focus of the re-evaluation will be to reduce costs, improve geological understanding of the in-pit reserves and near-pit resources, and to explore regional targets with the potential to extend the life of the mine.

Greenfield Projects - Long-term value and optionality for shareholders

Donlin Gold, Alaska, U.S.A. (50 percent Barrick / 50 percent NOVAGOLD)
Donlin Gold contains 19.5 million ounces8 of measured and indicated gold resources (Barrick’s 50 percent share). In August 2018, the project received its Record of Decision and other major federal permits, concluding six years of federal permitting. Donlin Gold, located in a stable jurisdiction with strong stakeholder support, represents one of the world’s largest undeveloped gold deposits. We continue to work in collaboration with our partners at NOVAGOLD to identify ways to optimize the project.

Norte Abierto, Atacama Region, Chile (50 percent Barrick / 50 percent Goldcorp)
Norte Abierto, a joint venture with Goldcorp in Chile, contains 11.6 million ounces8 of proven and probable gold reserves, and 13.3 million ounces8 of measured and indicated gold resources (Barrick’s 50 percent share). The joint venture continues to advance project optimization efforts, including an updated geological model for the Cerro Casale, Caspiche, and Luciano deposits.

Pascua-Lama, San Juan Province, Argentina / Atacama Region, Chile
Pascua-Lama, located on the border between Argentina and Chile, contains 21.3 million ounces8 of measured and indicated gold resources. At present, the Pascua-Lama project does not meet Barrick’s investment criteria. The Company plans to carry out a re-evaluation of options for the project in 2019, while continuing efforts to reduce care and maintenance costs.

Alturas, Coquimbo Region, Chile
The Alturas project, located in Chile on the El Indio Belt, is a Barrick greenfield discovery with 8.9 million ounces8 of inferred gold resources. Work in 2018 focused on improving geological understanding of high-grade and shallow orebody areas at the project, and defining the potential mineral inventory of the nearby Del Carmen prospect.

CONFERENCE CALL AND WEBCAST

Please join us for a conference call and webcast today at 11:00 EST / 16:00 UTC to discuss the results.

Webcast: www.barrick.com        

U.S. and Canada: 1-800-319-4610
UK: 0808 101 2791
South Africa: 0800 981 705
International: +1 416 915-3239

The conference call will be available for replay by phone at 1-855-669-9658 (U.S. and Canada toll free), and +1 604 674-8052 (international), access code 2852.

TECHNICAL INFORMATION

The scientific and technical information contained in this press release has been reviewed and approved by: Rick Sims, Registered Member SME, Vice President, Reserves and Resources of Barrick; Geoffrey Locke, P. Eng., Manager, Metallurgy of Barrick; and Mike Tsafaras, P. Eng., Manager, Value Realization of Barrick—who are each a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Following the completion of the merger with Randgold, the designation of Qualified Persons for the combined company will be reviewed, and may be updated for future reporting.

THIRD PARTY DATA

The total cash costs comparison of Barrick to its senior gold peers is based on data obtained from Wood Mackenzie as of August 31, 2018. Wood Mackenzie is an independent third party research and consultancy firm that provides data for, among others, the metals and mining industry. Wood Mackenzie is not affiliated with Barrick.

Where figures for Barrick are compared to its senior gold peers, the data from Wood Mackenzie has been used to ensure consistency in the compared measure across the Barrick and the comparator group. Barrick does not have the ability to verify the Wood Mackenzie figures and the non-GAAP financial performance measures used by Wood Mackenzie may not correspond to the non-GAAP financial performance measures calculated by Barrick or any of the other senior gold peers.

ENDNOTES

Endnote 1

“Free cash flow” is a non-GAAP financial performance measure which excludes capital expenditures from net cash provided by operating activities. Barrick believes this to be a useful indicator of our ability to operate without reliance on additional borrowing or usage of existing cash. Free cash flow is intended to provide additional information only and does not have any standardized meaning under IFRS and may not be comparable to similar measures of performance presented by other companies. Free cash flow should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Further details on this non-GAAP measure are provided in the MD&A accompanying Barrick’s financial statements filed from time to time on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

($ millions) For the years ended December 31   For the three months ended December 31  
    2018   2017     2016     2018     2017  
Net cash provided by operating activities $ 1,765   $ 2,065   $ 2,640   $ 411   $ 590  
Capital expenditures   (1,400 )   (1,396 )   (1,126 )   (374 )   (350 )
Free cash flow $ 365   $ 669   $ 1,514   $ 37   $ 240  
                               

Endnote 2

Cost of sales applicable to gold per ounce is calculated using cost of sales applicable to gold on an attributable basis (removing the non-controlling interest of 40% Pueblo Viejo, 36.1% Acacia and 40% South Arturo from cost of sales), divided by attributable gold ounces sold. Cost of sales applicable to copper per pound is calculated using cost of sales applicable to copper including our proportionate share of cost of sales attributable to equity method investments (Zaldívar and Jabal Sayid), divided by consolidated copper pounds sold (including our proportionate share of copper pounds sold from our equity method investments).

Endnote 3

“Cash costs” per ounce and “All-in sustaining costs” per ounce are non-GAAP financial performance measures. “Cash costs” per ounce starts with cost of sales applicable to gold production, but excludes the impact of depreciation, the non-controlling interest of cost of sales, and includes by-product credits. “All-in sustaining costs” per ounce begin with “Cash costs” per ounce and add further costs which reflect the additional costs of operating a mine, primarily sustaining capital expenditures, general & administrative costs, minesite exploration and evaluation costs, and reclamation cost accretion and amortization. Barrick believes that the use of “cash costs” per ounce and “all-in sustaining costs” per ounce will assist investors, analysts and other stakeholders in understanding the costs associated with producing gold, understanding the economics of gold mining, assessing our operating performance and also our ability to generate free cash flow from current operations and to generate free cash flow on an overall Company basis. “Cash costs” per ounce and “All-in sustaining costs” per ounce are intended to provide additional information only and do not have any standardized meaning under IFRS. Although a standardized definition of all-in sustaining costs was published in 2013 by the World Gold Council (a market development organization for the gold industry comprised of and funded by 26 gold mining companies from around the world, including Barrick), it is not a regulatory organization, and other companies may calculate this measure differently. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Further details on these non-GAAP measures are provided in the MD&A accompanying Barrick’s financial statements filed from time to time on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Reconciliation of Gold Cost of Sales to Cash costs, All-in sustaining costs and All-in costs, including on a per ounce basis

($ millions, except per ounce information in dollars)   For the years ended
December 31
  For the three months ended December 31  
   Footnote   2018     2017     2016     2018     2017  
Cost of sales applicable to gold production   $ 4,621   $ 4,836   $ 4,980   $ 1,353   $ 1,292  
Depreciation     (1,253 )   (1,529 )   (1,504 )   (346 )   (404 )
By-product credits 1   (131 )   (135 )   (184 )   (26 )   (30 )
Realized (gains)/losses on hedge and non-hedge derivatives 2   3     23     89     3     4  
Non-recurring items 3   (172 )       24     (155 )    
Other 4   (87 )   (106 )   (44 )   (27 )   (35 )
Non-controlling interests (Pueblo Viejo and Acacia) 5   (313 )   (299 )   (358 )   (80 )   (81 )
Cash costs   $ 2,668   $ 2,790   $ 3,003   $ 722   $ 746  
General & administrative costs     265     248     256     53     62  
Minesite exploration and evaluation costs 6   45     47     44     14     8  
Minesite sustaining capital expenditures 7   975     1,109     944     276     279  
Rehabilitation - accretion and amortization (operating sites) 8   81     64     59     18     13  
Non-controlling interest, copper operations and other 9   (374 )   (273 )   (287 )   (118 )   (74 )
 All-in sustaining costs   $ 3,660   $ 3,985   $ 4,019   $ 965   $ 1,034  
Project exploration and evaluation and project costs 6   338     307     193     110     90  
Community relations costs not related to current operations     4     4     8     2     1  
Project capital expenditures 7   459     273     175     127     81  
Rehabilitation - accretion and amortization (non-operating sites) 8   33     20     11     8     4  
Non-controlling interest and copper operations 9   (21 )   (21 )   (42 )   (5 )   (9 )
All-in costs   $ 4,473   $ 4,568   $ 4,364   $ 1,207   $ 1,201  
Ounces sold - equity basis (000s ounces) 10   4,544     5,302     5,503     1,232     1,372  
Cost of sales per ounce 11,12 $ 892   $ 794   $ 798   $ 980   $ 801  
Cash costs per ounce 12 $ 588   $ 526   $ 546   $ 588   $ 545  
Cash costs per ounce (on a co-product basis) 12,13 $ 607   $ 544   $ 569   $ 602   $ 561  
All-in sustaining costs per ounce 12 $ 806   $ 750   $ 730   $ 788   $ 756  
All-in sustaining costs per ounce (on a co-product basis) 12,13 $ 825   $ 768   $ 753   $ 802   $ 772  
All-in costs per ounce 12 $ 985   $ 860   $ 792   $ 985   $ 882  
All-in costs per ounce (on a co-product basis) 12,13 $ 1,004   $ 878   $ 815   $ 999   $ 898  
                                 
  1. By-product credits
    Revenues include the sale of by-products for our gold and copper mines for the three months ended December 31, 2018 of $26 million (2017: $30 million) and the year ended December 31, 2018 of $131 million (2017: $135 million; 2016: $151 million) and energy sales from the Monte Rio power plant at our Pueblo Viejo mine for the three months ended December 31, 2018 of $nil (2017: $nil) and the year ended December 31, 2018 of $nil (2017: $nil; 2016: $33 million) up until its disposition on August 18, 2016.
  1. Realized (gains)/losses on hedge and non-hedge derivatives
    Includes realized hedge losses of $2 million and $4 million for the three months and year ended December 31, 2018, respectively (2017: $5 million and $27 million, respectively; 2016: $73 million), and realized non-hedge losses of $1 million and gains of $1 million for the three months and year ended December 31, 2018, respectively (2017: gains of $1 million and $4 million, respectively; 2016: losses of $16 million). Refer to note 5 of the Financial Statements for further information.
  1. Non-recurring items
    These gains/costs are not indicative of our cost of production and have been excluded from the calculation of cash costs. Non-recurring items for the current year mainly relate to inventory impairment of $166 million at Lagunas Norte.
  1. Other
    Other adjustments include adding the net margins related to power sales at Pueblo Viejo of $nil and $nil, respectively, for the three months and year ended December 31, 2018 (2017: $nil and $nil, respectively; 2016: $5 million), adding the cost of treatment and refining charges of $nil and $nil, respectively, for the three months and year ended December 31, 2018 (2017: $nil and $1 million, respectively; 2016: $16 million), and the removal of cash costs associated with our Pierina mine, which is mining incidental ounces as it enters closure, of $27 million and $87 million for the three months and year ended December 31, 2018, respectively (2017: $35 million and $108 million, respectively; 2016: $66 million).
  1. Non-controlling interests (Pueblo Viejo and Acacia)
    Non-controlling interests include non-controlling interests related to gold production of $114 million and $453 million, respectively, for the three months and year ended December 31, 2018 (2017: $137 million and $454 million, respectively; 2016: $508 million). Refer to note 5 of the Financial Statements for further information.
  1. Exploration and evaluation costs
    Exploration, evaluation and project expenses are presented as minesite if it supports current mine operations and project if it relates to future projects. Refer to page 38 of Barrick’s fourth quarter MD&A.
  1. Capital expenditures
    Capital expenditures are related to our gold sites only and are presented on a 100% accrued basis. They are split between minesite sustaining and project capital expenditures. Project capital expenditures are distinct projects designed to increase the net present value of the mine and are not related to current production. Significant projects in the current year are Crossroads, the Cortez Range Front declines, Goldrush, and the Deep South Expansion at Barrick Nevada and construction of the third shaft at Turquoise Ridge. Refer to page 37 of Barrick’s fourth quarter MD&A.
  1. Rehabilitation - accretion and amortization
    Includes depreciation on the assets related to rehabilitation provisions of our gold operations and accretion on the rehabilitation provisions of our gold operations, split between operating and non-operating sites.
  1. Non-controlling interest and copper operations
    Removes general & administrative costs related to non-controlling interests and copper based on a percentage allocation of revenue. Also removes exploration, evaluation and project costs, rehabilitation costs and capital expenditures incurred by our copper sites and the non-controlling interest of our Acacia and Pueblo Viejo operating segments and South Arturo at Barrick Nevada. Figures remove the impact of Pierina, which is mining incidental ounces as it enters closure. The impact is summarized as the following:
($ millions) For the years ended December 31   For the three months
ended December 31
 
Non-controlling interest, copper operations and other
  2018     2017     2016     2018     2017  
General & administrative costs $ (104 ) $ (21 ) $ (36 ) $ (36 ) $ (8 )
Minesite exploration and evaluation costs   (3 )   (12 )   (9 )   (2 )   1  
Rehabilitation - accretion and amortization (operating sites)   (6 )   (10 )   (9 )   (2 )   (2 )
Minesite sustaining capital expenditures   (261 )   (230 )   (233 )   (78 )   (65 )
All-in sustaining costs total $ (374 ) $ (273 ) $ (287 ) $ (118 ) $ (74 )
Project exploration and evaluation and project costs   (16 )   (17 )   (12 )   (3 )   (8 )
Project capital expenditures   (5 )   (4 )   (30 )   (2 )   (1 )
All-in costs total $ (21 ) $ (21 ) $ (42 ) $ (5 ) $ (9 )
                               
  1. Ounces sold - equity basis
    Figures remove the impact of Pierina, which is mining incidental ounces as it enters closure.
  1. Cost of sales per ounce
    Figures remove the cost of sales impact of Pierina of $32 million and $116 million, respectively, for the three months and year ended December 31, 2018 (2017: $55 million and $174 million, respectively; 2016: $82 million), which is mining incidental ounces as it enters closure. Cost of sales per ounce excludes non-controlling interest related to gold production. Cost of sales related to gold per ounce is calculated using cost of sales on an attributable basis (removing the non-controlling interest of 40% Pueblo Viejo, 36.1% Acacia and 40% South Arturo from cost of sales), divided by attributable gold ounces sold.
  1. Per ounce figures
    Cost of sales per ounce, cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce may not calculate based on amounts presented in this table due to rounding.
  1. Co-product costs per ounce
    Cash costs per ounce, all-in sustaining costs per ounce and all-in costs per ounce presented on a co-product basis remove the impact of by-product credits of our gold production (net of non-controlling interest) calculated as:
($ millions) For the years ended December 31   For the three months
ended December 31
 
    2018     2017     2016     2018     2017  
By-product credits $ 131   $ 135   $ 184   $ 26   $ 30  
Non-controlling interest   (45 )   (30 )   (53 )   (10 )   (6 )
By-product credits (net of non-controlling interest) $ 86   $ 105   $ 131   $ 16   $ 24  
                               

Endnote 4

“C1 cash costs” per pound and “All-in sustaining costs” per pound are non-GAAP financial performance measures. “C1 cash costs” per pound is based on cost of sales but excludes the impact of depreciation and royalties and includes treatment and refinement charges. “All-in sustaining costs” per pound begins with “C1 cash costs” per pound and adds further costs which reflect the additional costs of operating a mine, primarily sustaining capital expenditures, general & administrative costs and royalties. Barrick believes that the use of “C1 cash costs” per pound and “all-in sustaining costs” per pound will assist investors, analysts, and other stakeholders in understanding the costs associated with producing copper, understanding the economics of copper mining, assessing our operating performance, and also our ability to generate free cash flow from current operations and to generate free cash flow on an overall Company basis. “C1 cash costs” per pound and “All-in sustaining costs” per pound are intended to provide additional information only, do not have any standardized meaning under IFRS, and may not be comparable to similar measures of performance presented by other companies. These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Further details on these non-GAAP measures are provided in the MD&A accompanying Barrick’s financial statements filed from time to time on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Reconciliation of Copper Cost of Sales to C1 cash costs and All-in sustaining costs, including on a per pound basis

($ millions, except per pound information in dollars) For the years ended
December 31
  For the three months ended
December 31
 
    2018     2017     2016     2018     2017  
Cost of sales $ 558   $ 399   $ 319   $ 210   $ 107  
Depreciation/amortization   (170 )   (83 )   (45 )   (84 )   (24 )
Treatment and refinement charges   144     157     167     41     41  
Cash cost of sales applicable to equity method investments   281     245     203     78     75  
Less: royalties and production taxes   (44 )   (38 )   (41 )   (15 )   (11 )
By-product credits   (6 )   (5 )       (2 )   (1 )
Other   (11 )           (11 )    
C1 cash cost of sales $ 752   $ 675   $ 603   $ 217   $ 187  
General & administrative costs   28     12     14     5     3  
Rehabilitation - accretion and amortization   16     12     7     3     3  
Royalties and production taxes   44     38     41     15     11  
Minesite exploration and evaluation costs   4     6         2     1  
Minesite sustaining capital expenditures   220     204     169     67     67  
Inventory write-downs   11             11      
All-in sustaining costs $ 1,075   $ 947   $ 834   $ 320   $ 272  
Pounds sold - consolidated basis (millions pounds)   382     405     405     109     107  
Cost of sales per pound1,2 $ 2.40   $ 1.77   $ 1.41   $ 2.85   $ 1.79  
 C1 cash cost per pound1 $ 1.97   $ 1.66   $ 1.49   $ 1.98   $ 1.72  
 All-in sustaining costs per pound1 $ 2.82   $ 2.34   $ 2.05   $ 2.95   $ 2.51  
                               
  1. Cost of sales per pound, C1 cash costs per pound and all-in sustaining costs per pound may not calculate based on amounts presented in this table due to rounding.
  2. Cost of sales per pound related to copper is calculated using cost of sales including our proportionate share of cost of sales attributable to equity method investments (Zaldívar and Jabal Sayid), divided by consolidated copper pounds sold (including our proportionate share of copper pounds sold from our equity method investments).

Endnote 5

“Adjusted net earnings” and “adjusted net earnings per share” are non-GAAP financial performance measures. Adjusted net earnings excludes the following from net earnings: certain impairment charges (reversals) related to intangibles, goodwill, property, plant and equipment, and investments; gains (losses) and other one-time costs relating to acquisitions or dispositions; foreign currency translation gains (losses); significant tax adjustments not related to current period earnings; unrealized gains (losses) on non-hedge derivative instruments; and the tax effect and non-controlling interest of these items. The Company uses this measure internally to evaluate our underlying operating performance for the reporting periods presented and to assist with the planning and forecasting of future operating results. Barrick believes that adjusted net earnings is a useful measure of our performance because these adjusting items do not reflect the underlying operating performance of our core mining business and are not necessarily indicative of future operating results. Adjusted net earnings and adjusted net earnings per share are intended to provide additional information only and do not have any standardized meaning under IFRS and may not be comparable to similar measures of performance presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Further details on these non-GAAP measures are provided in the MD&A accompanying Barrick’s financial statements filed from time to time on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Reconciliation of Net Earnings to Net Earnings per Share, Adjusted Net Earnings and Adjusted Net Earnings per Share

 ($ millions, except per share amounts in dollars) For the years ended
December 31
  For the three months ended  December 31  
    2018     2017     2016     2018     2017  
Net earnings (loss) attributable to equity holders of the Company $ (1,545 ) $ 1,438   $ 655   $ (1,197 ) $ (314 )
Impairment charges (reversals) related to long-lived assets1   900     (212 )   (250 )   408     916  
Acquisition/disposition (gains)/losses2   (68 )   (911 )   42     (19 )   (29 )
Foreign currency translation (gains)/losses   136     72     199     (16 )   12  
Significant tax adjustments3   742     244     43     719     61  
Other expense adjustments4   366     178     114     261     17  
Unrealized gains/(losses) on non-hedge derivative instruments   1     (1 )   (32 )   1     5  
Tax effect and non-controlling interest5   (123 )   68     47     (88 )   (415 )
Adjusted net earnings $ 409   $ 876   $ 818   $ 69   $ 253  
Net earnings (loss) per share6   (1.32 )   1.23     0.56     (1.02 )   (0.27 )
Adjusted net earnings per share6   0.35     0.75     0.70     0.06     0.22  
                               
  1. Net impairment charges for the current year primarily relate to non-current asset impairments at Lagunas Norte during the third quarter of 2018, and non-current asset and goodwill impairments at Veladero during the fourth quarter of 2018.
  2. Disposition gains for the current year primarily relate to the gain on the sale of a non-core royalty asset at Acacia.
  3. Significant tax adjustments for the current year primarily relate to the de-recognition of our Canadian and Peruvian deferred tax assets.
  4. Other expense adjustments for the current year primarily relate to the inventory impairment charge at Lagunas Norte, the write-off of a Western Australia long-term stamp duty receivable, costs associated with the merger with Randgold, debt extinguishment costs, and the settlement of a dispute regarding a historical supplier contract acquired as part of the Equinox acquisition in 2011.
  5. Tax effect and non-controlling interest for the current year primarily relates to the impairment charges related to long-lived assets.
  6. Calculated using weighted average number of shares outstanding under the basic method of earnings per share.

Endnote 6

Includes $146 million cash primarily held at Acacia, which may not be readily deployed.

Endnote 7

Total reportable incident frequency rate (TRIFR) is a ratio calculated as follows: number of reportable injuries x 200,000 hours divided by the total number of hours worked. Reportable injuries include fatalities, lost time injuries, restricted duty injuries, and medically treated injuries.

Endnote 8

Estimated in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. Estimates are as of December 31, 2018, unless otherwise noted. Proven reserves of 344.6 million tonnes grading 2.15 g/t, representing 23.9 million ounces of gold, and 169.2 million tonnes grading 0.59%, representing 2.195 billion pounds of copper. Probable reserves of 0.9 billion tonnes grading 1.33 g/t, representing 38.4 million ounces of gold, and 452.7 million tonnes grading 0.55%, representing 5.454 billion pounds of copper. Measured resources of 405.3 million tonnes grading 0.93 g/t, representing  12.2 million ounces of gold, and 129.7 million tonnes grading 0.36%, representing 1.034 billion pounds of copper. Indicated resources of 1.6 billion tonnes grading 1.52 g/t, representing 76.7 million ounces of gold, and 585.9 million tonnes grading 0.49%, representing 6.367 billion pounds of copper. Inferred resources of 852.9 million tonnes grading 1.22 g/t, representing 33.5 million ounces of gold, and 141.3 million tonnes grading 0.42%, representing 1.323 billion pounds of copper. Pascua-Lama measured resources of 42.8 million tonnes grading 1.86 g/t representing 2.6 million ounces of gold, and indicated resources of 391.7 million tonnes grading 1.49 g/t, representing 18.8 million ounces of gold. Goldrush probable reserves of 6.4 million tonnes grading 9.69 g/t representing 2.0 million ounces of gold, indicated resources of 30.9 million tonnes grading 9.4 g/t representing 9.4 million ounces of gold, and inferred resources of 11.9 million tonnes grading 9.3 g/t representing 3.6 million ounces of gold. Donlin Gold measured resoucres of 3.9 million tonnes grading 2.52 g/t representing 0.3 million ounces of gold, indicated resources of 266.8 million tonnes grading 2.24 g/t representing 19.2 million ounces of gold, and inferred resources of 46.1 million tonnes grading 2.02 g/t representing 3.0 million ounces of gold. Norte Abierto (formerly known as the Cerro Casale project, comprised of the Cerro Casale, Caspiche and Luciano deposits) proven reserves of 114.9 million tonnes grading 0.65 g/t (50 percent basis) representing 2.4 million ounces of gold (50 percent basis), and probable reserves of 484.0 million tonnes grading 0.59 g/t (50 percent basis), representing 9.2 million ounces of gold (50 percent basis). Norte Abierto measured resources of 321.5 million tonnes grading 0.56 g/t (50 percent basis) representing 5.8 million ounces of gold (50 percent basis, indicated resources of 528.6 million tonnes grading 0.44 g/t (50 percent basis) representing 7.5 million ounces of gold (50 percent basis), and inferred resources of 346.8 million tonnes grading 0.35 g/t (50 percent basis) representing 3.9 million ounces of gold (50 percent basis). Alturas inferred resources of 261.3 million tonnes grading 1.06 g/t representing 8.9 million ounces of gold. Complete mineral reserve and mineral resource data for all mines and projects referenced in this press release, including tonnes, grades, and ounces, can be found on pages 80-85 of Barrick’s Fourth Quarter and Year-End 2018 Report.

Endnote 9

Based on most-recently reported 2018 all-in sustaining cost guidance for Agnico Eagle Mines Limited and Newmont Mining Corporation, 2018 preliminary all-in sustaining cost results for Goldcorp Inc., and calendar year 2018 all-in sustaining cost results for Newcrest Mining Limited. These senior gold peers may calculate all-in sustaining costs in a manner different than Barrick.

Endnote 10

Realized gold price is a non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP measure to the most directly comparable IFRS measure, please see pages 61 to 76 of our fourth quarter MD&A. Includes Acacia on a 63.9% basis, Pueblo Viejo on a 60% basis, South Arturo on a 60% basis, and Veladero on a 100% basis up to June 30, 2017 and a 50% basis thereafter, which reflects our equity share of production and sales.

Endnote 11

Attributable capital expenditures are presented on the same basis as guidance, which includes our 60% share of Pueblo Viejo and South Arturo, our 80% share of Loulo Gounkoto, our 89.7% share of Tongon, our 63.9% share of Acacia and our 50% share of Zaldívar and Jabal Sayid.

Endnote 12

For additional detail regarding Pueblo Viejo, see the Technical Report on the Pueblo Viejo Mine, Sanchez Ramirez Province, Dominican Republic, dated March 19, 2018, and filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov on March 23, 2018.

Endnote 13

Senior gold peers means the following companies: Agnico Eagle Mines Limited, Goldcorp Inc., Newcrest Mining Limited, and Newmont Mining Corporation.

Endnote 14

A Tier One Gold Asset is a mine with a stated life in excess of 10 years with 2017 production of at least 500,000 ounces of gold and 2017 total cash cost per ounce within the bottom half of Wood Mackenzie’s cost curve tools (excluding state-owned and privately-owned mines). For purposes of determining Tier One Gold Assets, “Total cash cost” per ounce is based on data from Wood Mackenzie as of August 31, 2018. The Wood Mackenzie calculation of “Total cash cost” per ounce may not be identical to the manner in which Barrick calculates comparable measures. “Total cash cost” per ounce is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. “Total cash cost” per ounce should not be considered by investors as an alternative to operating profit, net profit attributable to shareholders, or to other IFRS measures. Wood Mackenzie is an independent third party research and consultancy firm that provides data for, among others, the metals and mining industry. Wood Mackenzie does not have any affiliation to Barrick.

Endnote 15

“Lowest total cash cost” is based on data from Wood Mackenzie as of August 31, 2018. “Total cash cost” is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Financial comparisons between the post-merger Barrick and its senior gold peers are made on the basis of the data presented by Wood Mackenzie which may not be calculated in the same manner as Barrick calculates comparable measures. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies.

Endnote 16

For additional detail regarding Turquoise Ridge, see the Technical Report on the Turquoise Ridge Mine, State of Nevada, U.S.A., dated March 19, 2018, and filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov on March 23, 2018.

 

Key Statistics

Barrick Gold Corporation              
(in United States dollars) Three months ended December 31   Twelve months ended December 31  
         
         
    2018     2017     2018     2017  
Financial Results (millions)        
Revenues $1,904   $2,228   $7,243   $8,374  
Cost of sales   1,577     1,411     5,220     5,300  
Net (loss) earnings1   (1,197 )   (314 )   (1,545 )   1,438  
Adjusted net earnings2   69     253     409     876  
Adjusted EBITDA2   806     1,083     3,080     4,115  
Total capital expenditures - sustaining3   276     279     975     1,109  
Total project capital expenditures3   127     81     459     273  
Net cash provided by operating activities   411     590     1,765     2,065  
Free cash flow2   37     240     365     669  
Per share data (dollars)        
Net earnings (loss) (basic and diluted)   (1.02 )   (0.27 )   (1.32 )   1.23  
Adjusted net earnings (basic)2 $0.06   $0.22   $0.35   $0.75  
Weighted average basic common shares (millions)   1,168     1,166     1,167     1,166  
Weighted average diluted common shares (millions)   1,168     1,166     1,167     1,166  
Operating Results        
Gold production (thousands of ounces)4   1,262     1,339     4,527     5,323  
Gold sold (thousands of ounces)4   1,232     1,372     4,544     5,302  
Per ounce data        
Average spot gold price $1,226   $1,275   $1,268   $1,257  
Average realized gold price2,4   1,223     1,280     1,267     1,258  
Cost of sales (Barrick’s share)4,5   980     801     892     794  
All-in sustaining costs2,4   788     756     806     750  
Cash costs2,4 $588   $545   $588   $526  
Copper production (millions of pounds)6   109     99     383     413  
Copper sold (millions of pounds)6   109     107     382     405  
Per pound data        
Average spot copper price $2.80   $3.09   $2.96   $2.80  
Average realized copper price2,6   2.76     3.34     2.88     2.95  
Cost of sales (Barrick’s share)6,7   2.85     1.79     2.40     1.77  
C1 cash costs2,6   1.98     1.72     1.97     1.66  
All-in sustaining costs2,6 $2.95   $2.51   $2.82   $2.34  
      As at December 31   As at December 31  
        2018     2017  
Financial Position (millions)        
Cash and equivalents     $1,571   $2,234  
Working capital (excluding cash)     $1,055   $1,184  


1.     Net (loss) earnings represents net (loss) earnings attributable to the equity holders of the Company.
2.     Adjusted net earnings, adjusted EBITDA, free cash flow, adjusted net earnings per share, realized gold price, all-in sustaining costs, cash costs, C1 cash costs and realized copper price are non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP measure to the most directly comparable IFRS measure, please see pages 61 to 76 of our fourth quarter MD&A.
3.     Amounts presented on a consolidated accrued basis. Project capital expenditures are included in our calculation of all-in costs, but not included in our calculation of all-in sustaining costs.
4.     Includes Acacia on a 63.9% basis, Pueblo Viejo on a 60% basis, South Arturo on a 60% basis, and Veladero on a 100% basis up to June 30, 2017 and on a 50% basis thereafter, which reflects our equity share of production and sales.
5.     Cost of sales per ounce (Barrick’s share) is calculated as cost of sales - gold on an attributable basis, excluding Pierina, divided by gold ounces sold.
6.     Amounts reflect production and sales from Jabal Sayid and Zaldívar, both on a 50% basis, which reflects our equity share of production, and Lumwana.
7.     Cost of sales per pound (Barrick’s share) is calculated as cost of sales - copper plus our equity share of cost of sales attributable to Zaldívar and Jabal Sayid divided by copper pounds sold.
       

Production and Cost Summary

  Three months ended December 31   Twelve months ended December 31  
    2018     2017     2018     2017  
Gold Production (equity ounces (000s))        
Barrick Nevada1   620     530     2,100     2,312  
Turquoise Ridge   74     64     268     211  
Pueblo Viejo2   166     182     581     650  
Veladero3   77     110     278     432  
Lagunas Norte   50     113     245     387  
Acacia4   84     95     334     491  
Other Mines - Gold5   191     245     721     840  
  Total   1,262     1,339     4,527     5,323  
 Copper Production (equity pounds (millions))6   109     99     383     413  
         
 Gold Cost of Sales per ounce ($/oz)7 (Barrick’s share)      
Barrick Nevada1 $792   $794   $818   $792  
Turquoise Ridge   802     672     783     715  
Pueblo Viejo2   686     795     750     699  
Veladero3   1,352     953     1,112     897  
Lagunas Norte   4,186     659     1,342     617  
Acacia4   852     774     876     791  
 Total $980   $801   $892   $794  
 Copper Cost of Sales per pound ($/lb)8 $2.85   $1.79   $2.40   $1.77  
         
 Gold Cash Costs9 per ounce ($/oz) (Barrick’s share)        
Barrick Nevada1 $479   $506   $507   $455  
Turquoise Ridge   701     550     678     589  
Pueblo Viejo2   425     388     465     405  
Veladero3   823     609     629     598  
Lagunas Norte   607     461     448     405  
Acacia4   651     581     680     587  
 Total $588   $545   $588   $526  
 Copper C1 Cash Costs6,9 $1.98   $1.72   $1.97   $1.66  
         
 Gold All-in Sustaining Costs9 ($/oz)        
Barrick Nevada1 $591   $696   $649   $624  
Turquoise Ridge   798     638     756     733  
Pueblo Viejo2   559     498     623     525  
Veladero3   1,648     950     1,154     987  
Lagunas Norte   796     547     636     483  
Acacia4   857     779     905     875  
 Total $788   $756   $806   $750  
 Copper All-in Sustaining Costs ($/lb)6,9 $2.95   $2.51   $2.82   $2.34  


1.     Reflects production and sales from Goldstrike, Cortez, and South Arturo on a 60% basis, which reflects our equity share.
2.     Reflects production and sales from Pueblo Viejo on a 60% basis, which reflects our equity share.
3.     Reflects production and sales from Veladero on a 100% basis up to June 30, 2017 and a 50% basis thereafter, which reflects our equity share during such periods.
4.     Reflects production and sales from Acacia on a 63.9% basis, which reflects our equity share.
5.     Other Mines - Gold includes Golden Sunlight, Hemlo, Porgera on a 47.5% basis and Kalgoorlie on a 50% basis.
6.     Reflects production and sales from Lumwana, Jabal Sayid on a 50% basis and Zaldívar on a 50% basis, which reflects our equity share.
7.     Cost of sales per ounce (Barrick’s share) is calculated as cost of sales - gold on an attributable basis, excluding Pierina, divided by gold equity ounces sold.
8.     Cost of sales per pound (Barrick’s share) is calculated as cost of sales - copper plus our equity share of cost of sales attributable to Zaldívar and Jabal Sayid divided by copper pounds sold.
9.     All-in sustaining costs, cash costs, and C1 cash costs are non-GAAP financial performance measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. For further information and a detailed reconciliation of each non-GAAP measure to the most directly comparable IFRS measure, please see pages 61 to 76 of our fourth quarter MD&A.
       

Consolidated Statements of Income

     
 Barrick Gold Corporation
 For the years ended December 31 (in millions of United States dollars, except per share data)
  2018     2017  
Revenue (notes 5 and 6) $7,243   $8,374  
Costs and expenses    
Cost of sales (notes 5 and 7)   5,220     5,300  
General and administrative expenses (note 11)   265     248  
Exploration, evaluation and project expenses (notes 5 and 8)   383     354  
Impairment charges (reversals) (note 10)   900     (212 )
Loss on currency translation (note 9b)   136     72  
Closed mine rehabilitation (note 27b)   (13 )   55  
Income from equity investees (note 16)   (46 )   (76 )
Gain on non-hedge derivatives (note 25e)       (6 )
Other expense (income) (note 9a)   90     (799 )
Income before finance items and income taxes   308     3,438  
Finance costs, net (note 14)   (545 )   (691 )
Loss (income) before income taxes   (237 )   2,747  
Income tax expense (note 12)   (1,198 )   (1,231 )
Net (loss) income ($1,435 ) $1,516  
Attributable to:    
Equity holders of Barrick Gold Corporation ($1,545 ) $1,438  
Non-controlling interests (note 32) $110   $78  
Earnings (loss) per share data attributable to the equity holders of Barrick Gold Corporation (note 13)
Net (loss) income    
Basic ($1.32 ) $1.23  
Diluted ($1.32 ) $1.23  

The notes to these unaudited consolidated financial statements, which are contained in the Fourth Quarter and Year End Report, available on our website, are an integral part of these consolidated financial statements.


Consolidated Statements of Comprehensive Income

Barrick Gold Corporation  
For the years ended December 31 (in millions of United States dollars)   2018     2017  
Net (loss) income ($1,435 ) $1,516  
Other comprehensive income (loss), net of taxes    
Items that may be reclassified subsequently to profit or loss:    
Unrealized gains (losses) on derivatives designated as cash flow hedges, net of tax ($12) and $3   8     (16 )
Realized (gains) losses on derivatives designated as cash flow hedges, net of tax $3 and ($9)   (2 )   23  
Currency translation adjustments, net of tax $nil and $nil   (9 )   9  
Items that will not be reclassified to profit or loss:    
Actuarial gain (loss) on post-employment benefit obligations, net of tax $nil and ($6)   (2 )   18  
Net change on equity investments, net of tax $nil and $nil   16     4  
Total other comprehensive income   11     38  
Total comprehensive (loss) income ($1,424 ) $1,554  
Attributable to:    
Equity holders of Barrick Gold Corporation ($1,534 ) $1,476  
Non-controlling interests $110   $78  

The notes to these unaudited consolidated financial statements, which are contained in the Fourth Quarter and Year End Report, available on our website, are an integral part of these consolidated financial statements.


Consolidated Statements of Cash Flow

Barrick Gold Corporation  
For the years ended December 31 (in millions of United States dollars)   2018     2017  
OPERATING ACTIVITIES    
Net (loss) income ($1,435 ) $1,516  
Adjustments for the following items:    
Depreciation   1,457     1,647  
Finance costs (note 14)   560     705  
Impairment charges (reversals) (note 10)   900     (212 )
Income tax expense (note 12)   1,198     1,231  
Loss on currency translation (note 9b)   136     72  
Gain on sale of non-current assets/investments (note 9a)   (68 )   (911 )
Change in working capital (note 15)   (173 )   (590 )
Other operating activities (note 15)   (62 )   (319 )
Operating cash flows before interest and income taxes   2,513     3,139  
Interest paid   (350 )   (425 )
Income taxes paid   (398 )   (649 )
Net cash provided by operating activities   1,765     2,065  
INVESTING ACTIVITIES    
Property, plant and equipment    
Capital expenditures (note 5)   (1,400 )   (1,396 )
Sales proceeds   70     28  
Divestitures (note 4)       990  
Investment purchases   (159 )   (7 )
Net funds (invested) received from equity method investments   (5 )   48  
Net cash used in investing activities   (1,494 )   (337 )
FINANCING ACTIVITIES    
Debt (note 25b)    
Repayments   (687 )   (1,533 )
Dividends (note 31)   (125 )   (125 )
Funding from non-controlling interests (note 32)   24     13  
Disbursements to non-controlling interests (note 32)   (108 )   (139 )
Debt extinguishment costs   (29 )   (102 )
Net cash used in financing activities   (925 )   (1,886 )
Effect of exchange rate changes on cash and equivalents   (9 )   3  
Net decrease in cash and equivalents   (663 )   (155 )
Cash and equivalents at beginning of year (note 25a)   2,234     2,389  
Cash and equivalents at the end of year $1,571   $2,234  

The notes to these unaudited consolidated financial statements, which are contained in the Fourth Quarter and Year End Report, available on our website, are an integral part of these consolidated financial statements.


Consolidated Balance Sheets

 
Barrick Gold Corporation              
(in millions of United States dollars) As at December 31, 2018   As at December 31, 2017    
ASSETS      
Current assets      
  Cash and equivalents (note 25a) $1,571   $2,234    
  Accounts receivable (note 18)   248     239    
  Inventories (note 17)   1,852     1,890    
  Other current assets (note 18)   307     321    
Total current assets   3,978     4,684    
Non-current assets      
  Non-current portion of inventory (note 17)   1,696     1,681    
  Equity in investees (note 16)   1,234     1,213    
  Property, plant and equipment (note 19)   12,826     13,806    
  Intangible assets (note 20a)   227     255    
  Goodwill (note 20b)   1,176     1,330    
  Deferred income tax assets (note 30)   259     1,069    
  Other assets (note 22)   1,235     1,270    
Total assets $22,631   $25,308    
LIABILITIES AND EQUITY      
Current liabilities      
Accounts payable (note 23) $1,101   $1,059    
Debt (note 25b)   43     59    
Current income tax liabilities   203     298    
Other current liabilities (note 24)   321     331    
Total current liabilities   1,668     1,747    
Non-current liabilities      
Debt (note 25b)   5,695     6,364    
Provisions (note 27)   2,904     3,141    
Deferred income tax liabilities (note 30)   1,236     1,245    
Other liabilities (note 29)   1,743     1,744    
Total liabilities   13,246     14,241    
Equity      
Capital stock (note 31)   20,883     20,893    
Deficit   (13,453 )   (11,759 )  
Accumulated other comprehensive loss   (158 )   (169 )  
Other   321     321    
Total equity attributable to Barrick Gold Corporation shareholders   7,593     9,286    
  Non-controlling interests (note 32)   1,792     1,781    
Total equity   9,385     11,067    
Contingencies and commitments (notes 2, 17, 19 and 36)      
Total liabilities and equity $22,631   $25,308    

The notes to these unaudited consolidated financial statements, which are contained in the Fourth Quarter and Year End Report, available on our website, are an integral part of these consolidated financial statements.



Consolidated Statements of Changes in Equity

Barrick Gold Corporation   Attributable to equity holders of the Company    
(in millions of United States dollars) Common
Shares (in
thousands)
  Capital
stock
  Retained
earnings
(deficit)
  Accumulated
other
comprehensive
income (loss)1
  Other2   Total equity
attributable to
shareholders
  Non-
controlling
interests
  Total
equity
 
At December 31, 2017 1,166,577   $20,893   ($11,759 ) ($169 ) $321   $9,286   $1,781   $11,067  
Impact of adopting IFRS 15 on
January 1, 2018 (note 2y)
        64             64         64  
At January 1, 2018 (restated) 1,166,577   $20,893   ($11,695 ) ($169 ) $321   $9,350   $1,781   $11,131  
Net (loss) income         (1,545 )           (1,545 )   110     (1,435 )
Total other comprehensive income             11         11         11  
Total comprehensive (loss) income   $   ($1,545 ) $11   $   ($1,534 ) $110   ($1,424 )
Transactions with owners                
Dividends         (199 )           (199 )       (199 )
Issued on exercise of stock
options
20                              
Dividend reinvestment plan 1,250     14     (14 )                    
Funding from non-controlling
interests
                        24     24  
Other decrease in non-controlling
interests
                        (123 )   (123 )
Other3     (24 )               (24 )       (24 )
Total transactions with owners 1,270   ($10 ) ($213 )   $   —   $   ($223 ) ($99 ) ($322 )
At December 31, 2018 1,167,847   $20,883   ($13,453 ) ($158 ) $321   $7,593   $1,792   $9,385  
                 
At January 1, 2017 1,165,574   $20,877   ($13,074 ) ($189 ) $321   $7,935   $2,378   $10,313  
Net Income         1,438             1,438     78     1,516  
Total other comprehensive income         18     20         38         38  
Total comprehensive income   $   $1,456   $20   $   $1,476   $78   $1,554  
Transactions with owners                
Dividends         (125 )           (125 )       (125 )
Dividend reinvestment plan 1,003     16     (16 )                    
Decrease in non-controlling
interests (note 4d)
                        (493 )   (493 )
Funding from non-controlling
interests
                        13     13  
Other decrease in non-controlling
interests
                        (195 )   (195 )
Total transactions with owners 1,003   $16   ($141 )   $   —   $   ($125 ) ($675 ) ($800 )
At December 31, 2017 1,166,577   $20,893   ($11,759 ) ($169 ) $321   $9,286   $1,781     11,067  


1.     Includes cumulative translation adjustments as at December 31, 2018: $82 million loss (2017: $73 million loss).
2.     Includes additional paid-in capital as at December 31, 2018: $283 million (December 31, 2017: $283 million) and convertible borrowings - equity component as at December 31, 2018: $38 million (December 31, 2017: $38 million).
3.     Represents a reversal of a previously recognized deferred tax asset, which was originally recognized in capital stock.
       

The notes to these unaudited consolidated financial statements, which are contained in the Fourth Quarter and Year End Report, available on our website, are an integral part of these consolidated financial statements.


CORPORATE OFFICE

Barrick Gold Corporation
161 Bay Street, Suite 3700
Toronto, Ontario  M5J 2S1
Canada

Telephone:  +1 416 861-9911
Toll-free: 1-800-720-7415
Fax:  +1 416 861-2492
Email: investor@barrick.com
Website: www.barrick.com

SHARES LISTED

GOLD
The New York Stock Exchange

ABX
The Toronto Stock Exchange

TRANSFER AGENTS AND REGISTRARS

AST Trust Company (Canada)
P.O. Box 700, Postal Station B
Montreal, Quebec  H3B 3K3
or
American Stock Transfer & Trust Company, LLC
6201 – 15 Avenue
Brooklyn, New York  11219

Telephone:  1-800-387-0825
Fax:  1-888-249-6189
Email: inquiries@astfinancial.com
Website: www.astfinancial.com

ENQUIRIES

President and Chief Executive Officer
Mark Bristow
+1 647 205 7694
+44 788 071 1386

Senior Executive Vice-President and
Chief Financial Officer
Graham Shuttleworth
+44 1534 735 333
+44 779 771 1338

Investor and Media Relations
Kathy du Plessis
+44 20 7557 7738
Email: barrick@dpapr.com


Cautionary Statement on Forward-Looking Information

Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects, 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”, “plan”, “assume”, “intend”, “project”, “continue”, “budget”, “estimate”, “potential”, “may”, “will”, “can”, “should”, “could”, “would”, and similar expressions identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, with respect to: (i) Barrick’s forward-looking production guidance; (ii) estimates of future cost of sales per ounce for gold and per pound for copper, all-in-sustaining costs per ounce/pound, cash costs per ounce, and C1 cash costs per pound; (iii) projected capital, operating, and exploration expenditures; (iv) targeted debt and cost reductions; (v) mine life and production rates; (vi) the benefits expected from the Randgold merger and Barrick’s expectations regarding the assets it acquired in its merger with Randgold; (vii) potential mineralization, including with respect to Cortez, Goldrush, Fourmile and Turquoise Ridge, and metal or mineral recoveries; (viii) anticipated gold production from the Deep South Project, and the third shaft project at Turquoise Ridge; (ix) the potential for plant expansion at Pueblo Viejo to increase throughput by 50% and convert resources to reserves; (x) the potential benefits of integrating the Goldrush and Fourmile operations as a single project; (xi) the development of potential Tier One gold assets to become Tier One gold assets; (xii) our pipeline of high confidence projects at or near existing operations; (xiii) the potential to identify new reserves and resources, and our ability to convert resources into reserves, including our pipeline of greenfield projects; (xiv) the combined Company’s future plans, growth potential, financial strength, investments and overall strategy; (xv) asset sales, joint ventures, and partnerships; and (xvi) expectations regarding future price assumptions, financial performance, and other outlook or guidance.

Forward-looking statements are necessarily based upon a number of estimates and assumptions including material estimates and assumptions related to the factors set forth below that, while considered reasonable by the Company as at the date of this press release in light of management’s experience and perception of current conditions and expected developments, 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, and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); the speculative nature of mineral exploration and development; changes in mineral production performance, exploitation, and exploration successes; the benefits expected from recent transactions being realized, in particular, the Randgold merger; the duration of the Tanzanian ban on mineral concentrate exports; the ultimate terms of any definitive agreement between Acacia and the Government of Tanzania to resolve a dispute relating to the imposition of the concentrate export ban and allegations by the Government of Tanzania that Acacia under-declared the metal content of concentrate exports from Tanzania; the status of certain tax reassessments by the Tanzanian government; the manner in which amendments to the 2010 Mining Act (Tanzania) increasing the royalty rate applicable to metallic minerals such as gold, copper and silver to 6% (from 4%), the new Finance Act (Tanzania) imposing a 1% clearing fee on the value of all minerals exported from Tanzania from July 1, 2017 and the new Mining Regulations announced by the Government of Tanzania in January 2018 will be implemented and the impact of these and other legislative changes on Acacia; whether Barrick will successfully negotiate an agreement with respect to the dispute between Acacia and the Government of Tanzania and whether Acacia will approve the terms of any such final agreement; diminishing quantities or grades of reserves; increased costs, delays, suspensions and technical challenges associated with the construction of capital projects; operating or technical difficulties in connection with mining or development activities, including geotechnical challenges and disruptions in the maintenance or provision of required infrastructure and information technology systems; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary permits and approvals; uncertainty whether some or all of the Company’s targeted investments and projects will meet the Company’s capital allocation objectives and internal hurdle rates; risks associated with the fact that certain business improvement initiatives are still in the early stages of evaluation, and additional engineering and other analysis is required to fully assess their impact; risks associated with the ongoing implementation of Barrick’s automation initiatives, and the ability of the projects under this initiative to meet the Company’s capital allocation objectives; 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; adverse changes in our credit ratings; the impact of inflation; fluctuations in the currency markets; changes in U.S. dollar interest rates; risks arising from holding derivative instruments; changes in national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States, and other jurisdictions in which the Company or its affiliates do or may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; damage to the Company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to the Company’s handling of environmental matters or dealings with community groups, whether true or not; the possibility that future exploration results will not be consistent with the Company’s expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation, including but not limited to drilling, engineering and socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; litigation and legal and administrative proceedings; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; business opportunities that may be presented to, or pursued by, the Company; risks associated with the fact that certain of the initiatives described in this press release are still in the early stages and may not materialize; our ability to successfully integrate acquisitions or complete divestitures; risks associated with working with partners in jointly controlled assets; employee relations including loss of key employees; increased costs and physical risks, including extreme weather events and resource shortages, related to climate change; availability and increased costs associated with mining inputs and labor; and the organization of our previously held African gold operations and properties under a separate listed Company. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold or copper concentrate 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 press release are qualified by these cautionary statements. Specific reference is made to the most recent Form 40- F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect Barrick’s ability to achieve the expectations set forth in the forward-looking statements contained in this press release.

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.

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