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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________
Commission File Number: 001-31240
NEWMONT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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84-1611629
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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6900 E Layton Ave
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Denver, Colorado
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80237
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (303) 863-7414
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, par value $1.60 per share
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NEM
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New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No
There were 801,161,942 shares of common stock outstanding on April 22, 2021.
TABLE OF CONTENTS
NEWMONT CORPORATION
FIRST QUARTER 2021 RESULTS AND HIGHLIGHTS
(unaudited, in millions, except per share, per ounce and per pound)
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Three Months Ended
March 31,
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2021
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2020
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Financial Results:
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Sales
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$
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2,872
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$
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2,581
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Gold
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$
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2,482
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$
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2,321
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Copper
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$
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52
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$
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21
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Silver
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$
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168
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$
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123
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Lead
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$
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44
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$
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39
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Zinc
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$
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126
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$
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77
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Costs applicable to sales (1)
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$
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1,247
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$
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1,332
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Gold
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$
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1,065
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$
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1,140
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Copper
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$
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27
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$
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25
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Silver
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$
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75
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$
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68
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Lead
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$
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19
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$
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26
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Zinc
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$
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61
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$
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73
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Net income (loss) from continuing operations
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$
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558
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$
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839
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Net income (loss)
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$
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579
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$
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824
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Net income (loss) from continuing operations attributable to Newmont stockholders
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$
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538
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$
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837
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Per common share, diluted:
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Net income (loss) from continuing operations attributable to Newmont stockholders
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$
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0.67
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$
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1.04
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Net income (loss) attributable to Newmont stockholders
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$
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0.70
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$
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1.02
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Adjusted net income (loss) (2)
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$
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594
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$
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326
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Adjusted net income (loss) per share, diluted (2)
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$
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0.74
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$
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0.40
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Earnings before interest, taxes and depreciation and amortization (2)
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$
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1,370
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$
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1,426
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Adjusted earnings before interest, taxes and depreciation and amortization(2)
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$
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1,457
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$
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1,118
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Net cash provided by (used in) operating activities of continuing operations
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$
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841
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$
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939
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Free Cash Flow (2)
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$
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442
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$
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611
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Cash dividends paid per common share in the period ended March 31
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$
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0.55
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$
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0.14
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Cash dividends declared per common share for the period ended March 31
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$
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0.55
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$
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0.25
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____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
NEWMONT CORPORATION
FIRST QUARTER 2021 RESULTS AND HIGHLIGHTS
(unaudited, in millions, except per share, per ounce and per pound)
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Three Months Ended
March 31,
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2021
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2020
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Operating Results:
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Consolidated gold ounces (thousands):
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Produced
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1,422
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1,476
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Sold
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1,417
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1,460
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Attributable gold ounces (thousands):
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Produced (1)
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1,455
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1,479
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Sold (2)
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1,361
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1,369
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Consolidated and attributable gold equivalent ounces - other metals (thousands): (5)
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Produced
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317
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339
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Sold
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327
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319
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Consolidated and attributable - other metals:
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Produced copper (million pounds)
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14
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13
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Sold copper (million pounds)
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12
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13
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Produced silver (thousand ounces)
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8,162
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9,497
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Sold silver (thousand ounces)
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8,531
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8,678
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Produced lead (million pounds)
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50
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62
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Sold lead (million pounds)
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50
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60
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Produced zinc (million pounds)
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111
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135
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Sold zinc (million pounds)
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119
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124
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Average realized price:
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Gold (per ounce)
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$
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1,751
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$
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1,591
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Copper (per pound)
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$
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4.20
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$
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1.56
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Silver (per ounce)
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$
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19.73
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$
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14.13
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Lead (per pound)
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$
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0.88
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$
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0.64
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Zinc (per pound)
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$
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1.06
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$
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0.62
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Consolidated costs applicable to sales: (3)(4)
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Gold (per ounce)
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$
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752
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$
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781
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Gold equivalent ounces - other metals (per ounce) (5)
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$
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555
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$
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602
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All-in sustaining costs: (4)
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Gold (per ounce)
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$
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1,039
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$
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1,030
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Gold equivalent ounces - other metals (per ounce) (5)
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$
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819
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|
|
$
|
860
|
|
____________________________
(1)Attributable gold ounces produced includes 91 and 95 thousand ounces for the three months ended March 31, 2021 and 2020, respectively, related to the Pueblo Viejo mine, which is 40 percent owned by Newmont and accounted for as an equity method investment.
(2)Attributable gold ounces sold excludes ounces related to the Pueblo Viejo mine, which is 40 percent owned by Newmont and accounted for as an equity method investment.
(3)Excludes Depreciation and amortization and Reclamation and remediation.
(4)See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
(5)For the definition of gold equivalent ounces see “Results of Consolidated Operations" within Part I, Item 2, Management's Discussion and Analysis.
First Quarter 2021 Highlights (dollars in millions, except per share, per ounce and per pound amounts)
•Net income: Delivered Net income (loss) from continuing operations attributable to Newmont stockholders of $538 or $0.67 per diluted share, a decrease of $299 from the prior-year quarter primarily due to lower Gain on asset and investment sales, net in 2021 due to the sales of Kalgoorlie, Continental Gold, Inc. and Red Lake in 2020, higher income tax expense and lower sales volumes in 2021, partially offset by higher realized metal prices in 2021 and the impairment charge of TMAC Resources, Inc. and charges from debt extinguishment in 2020.
•Adjusted net income: Delivered Adjusted net income of $594 or $0.74 per diluted share, an increase of $0.34 from the prior-year quarter (See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis).
•Adjusted EBITDA: Generated $1,457 in Adjusted EBITDA, an increase of 30% from the prior-year quarter (See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis).
•Cash Flow: Reported Net cash provided by (used in) operating activities of continuing operations of $841 for the three months ended March 31, 2021 and free cash flow of $442 (See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis).
•Portfolio improvements: Entered into a binding agreement to acquire the remaining 85.1% ownership in GT Gold Corp ("GT Gold"), expected to be completed in the second quarter.
•Attributable production: Produced 1.5 million attributable ounces of gold and 317 thousand attributable gold equivalent ounces from co-products.
•Financial strength: Ended the quarter with $5.5 billion of consolidated cash and approximately $8.5 billion of liquidity.
Our global project pipeline
Newmont’s capital-efficient project pipeline supports stable production with improving margins and mine life. Our near-term development capital project is presented below. Additional projects represent incremental improvements to production and cost guidance.
Tanami Expansion 2, Australia. This project secures Tanami’s future as a long-life, low cost producer with potential to extend mine life to 2040 through the addition of a hoisting shaft and supporting infrastructure to achieve higher production and provide a platform for future growth. The expansion is expected to increase average annual gold production by approximately 150,000 to 200,000 ounces per year for the first five years beginning in 2024, and is expected to reduce operating costs by approximately 10 percent. Development capital costs (excluding capitalized interest) since approval were $159, of which $33 related to the first quarter of 2021.
We manage our wider project portfolio to maintain flexibility to address the development risks associated with our projects including permitting, local community and government support, engineering and procurement availability, technical issues, escalating costs and other associated risks that could adversely impact the timing and costs of certain opportunities.
COVID-19 Update
An outbreak of a novel strain of coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020. COVID-19 has since spread worldwide, posing public health risks across the globe and has negatively impacted the global economy, disrupted global supply chains and workforce participation and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including a widely available vaccine in each of the countries where we operate, the duration and severity of the pandemic and related restrictions, all of which continue to be uncertain and cannot be predicted.
In April 2020, we established the Newmont Global Community Support Fund, a $20 fund to help host communities, governments and employees combat the COVID-19 pandemic, of which approximately $12 has been distributed through March 31, 2021. The fund is designed to focus on employee and community health, food security and local economic resilience through partnerships with local governments, medical institutions, charities and non-governmental organizations to address the greatest needs with long-term resiliency and future community development in mind.
We have mobilized a COVID vaccine working group with representatives from across the globe. Newmont views vaccination as critical in the fight against COVID-19 and actively encourages our workforce to get vaccinated as they become eligible. We are working to support authorities, through our Global Community Support Fund, to improve the availability and deployment of vaccines to our workforce and host communities.
Impact on business and operations
Our operations have been affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, late in the first quarter of 2020 and into April 2020, we placed five sites into care and maintenance including
Musselwhite and Éléonore in Canada, Peñasquito in Mexico, Yanacocha in Peru and Cerro Negro in Argentina to protect nearby communities and align with country mandated travel restrictions or health considerations. We worked closely with local stakeholders to resume operations at all of the above mine sites during the second quarter of 2020. As of March 31, 2021, all sites were fully operational, with the exception of Cerro Negro which continues to focus on returning operations to full capacity while managing ongoing COVID-related impacts. Additionally, we continue to incur COVID-19 specific costs as a result of actions taken to protect against the impacts of the COVID-19 pandemic. For the three months ended March 31, 2021 and 2020, COVID-19 specific costs incurred totaled $22 and $2, respectively.
For a discussion of the precautions we are taking to protect our workforce and nearby communities, while also taking steps to preserve the long-term value of our business, refer to "Health and Safety" within Part I, Item 1, Business on our Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 18, 2021. For a discussion of COVID-19 related risks to the business, see Part I, Item 1A, Risk Factors on our Form 10-K filed with the SEC on February 18, 2021.
Additionally, refer to "Consolidated Financial Results", "Results of Operations", “Liquidity and Capital Resources” and "Accounting Developments" within Part I, Item 2, Management’s Discussion and Analysis of this report for additional information about the considerations of COVID-19 on our business and operations.
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2021
|
|
2020
|
|
|
Sales (Note 4)
|
$
|
2,872
|
|
|
$
|
2,581
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
Costs applicable to sales (1)
|
1,247
|
|
|
1,332
|
|
|
|
Depreciation and amortization
|
553
|
|
|
565
|
|
|
|
Reclamation and remediation (Note 5)
|
46
|
|
|
38
|
|
|
|
Exploration
|
35
|
|
|
44
|
|
|
|
Advanced projects, research and development
|
31
|
|
|
27
|
|
|
|
General and administrative
|
65
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net (Note 6)
|
39
|
|
|
53
|
|
|
|
|
2,016
|
|
|
2,124
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
Gain on asset and investment sales, net (Note 7)
|
43
|
|
|
593
|
|
|
|
Other income, net (Note 8)
|
(82)
|
|
|
(189)
|
|
|
|
Interest expense, net of capitalized interest
|
(74)
|
|
|
(82)
|
|
|
|
|
(113)
|
|
|
322
|
|
|
|
Income (loss) before income and mining tax and other items
|
743
|
|
|
779
|
|
|
|
Income and mining tax benefit (expense) (Note 9)
|
(235)
|
|
|
23
|
|
|
|
Equity income (loss) of affiliates (Note 10)
|
50
|
|
|
37
|
|
|
|
Net income (loss) from continuing operations
|
558
|
|
|
839
|
|
|
|
Net income (loss) from discontinued operations
|
21
|
|
|
(15)
|
|
|
|
Net income (loss)
|
579
|
|
|
824
|
|
|
|
Net loss (income) attributable to noncontrolling interests (Note 11)
|
(20)
|
|
|
(2)
|
|
|
|
Net income (loss) attributable to Newmont stockholders
|
$
|
559
|
|
|
$
|
822
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Newmont stockholders:
|
|
|
|
|
|
Continuing operations
|
$
|
538
|
|
|
$
|
837
|
|
|
|
Discontinued operations
|
21
|
|
|
(15)
|
|
|
|
|
$
|
559
|
|
|
$
|
822
|
|
|
|
Net income (loss) per common share (Note 12):
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
Continuing operations
|
$
|
0.67
|
|
|
$
|
1.04
|
|
|
|
Discontinued operations
|
0.03
|
|
|
(0.02)
|
|
|
|
|
$
|
0.70
|
|
|
$
|
1.02
|
|
|
|
Diluted:
|
|
|
|
|
|
Continuing operations
|
$
|
0.67
|
|
|
$
|
1.04
|
|
|
|
Discontinued operations
|
0.03
|
|
|
(0.02)
|
|
|
|
|
$
|
0.70
|
|
|
$
|
1.02
|
|
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Net income (loss)
|
$
|
579
|
|
|
$
|
824
|
|
Other comprehensive income (loss):
|
|
|
|
Change in marketable securities, net of tax of $— and $—, respectively
|
—
|
|
|
(6)
|
|
Foreign currency translation adjustments
|
2
|
|
|
10
|
|
Change in pension and other post-retirement benefits, net of tax of $(1) and $(1), respectively
|
6
|
|
|
5
|
|
Change in fair value of cash flow hedge instruments, net of tax of $(1) and $(2), respectively
|
3
|
|
|
4
|
|
Other comprehensive income (loss)
|
11
|
|
|
13
|
|
Comprehensive income (loss)
|
$
|
590
|
|
|
$
|
837
|
|
|
|
|
|
Comprehensive income (loss) attributable to:
|
|
|
|
Newmont stockholders
|
$
|
570
|
|
|
$
|
835
|
|
Noncontrolling interests
|
20
|
|
|
2
|
|
|
$
|
590
|
|
|
$
|
837
|
|
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Operating activities:
|
|
|
|
Net income (loss)
|
$
|
579
|
|
|
$
|
824
|
|
Adjustments:
|
|
|
|
Depreciation and amortization
|
553
|
|
|
565
|
|
Gain on asset and investment sales, net (Note 7)
|
(43)
|
|
|
(593)
|
|
Net loss (income) from discontinued operations
|
(21)
|
|
|
15
|
|
Change in fair value of investments (Note 8)
|
110
|
|
|
93
|
|
Reclamation and remediation
|
43
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
(25)
|
|
|
(118)
|
|
Stock-based compensation (Note 13)
|
17
|
|
|
21
|
|
|
|
|
|
Impairment of investments (Note 8)
|
—
|
|
|
93
|
|
Charges from debt extinguishment (Note 8)
|
—
|
|
|
74
|
|
Other non-cash adjustments
|
(47)
|
|
|
(97)
|
|
Net change in operating assets and liabilities (Note 21)
|
(325)
|
|
|
27
|
|
Net cash provided by (used in) operating activities of continuing operations
|
841
|
|
|
939
|
|
Net cash provided by (used in) operating activities of discontinued operations
|
—
|
|
|
(3)
|
|
Net cash provided by (used in) operating activities
|
841
|
|
|
936
|
|
|
|
|
|
Investing activities:
|
|
|
|
Additions to property, plant and mine development
|
(399)
|
|
|
(328)
|
|
Proceeds from sales of investments
|
62
|
|
|
264
|
|
Contributions to equity method investees
|
(27)
|
|
|
(5)
|
|
Return of investment from equity method investees
|
18
|
|
|
43
|
|
Purchases of investments
|
(4)
|
|
|
(12)
|
|
Proceeds from sales of mining operations and other assets, net
|
1
|
|
|
1,121
|
|
|
|
|
|
Other
|
(1)
|
|
|
40
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
(350)
|
|
|
1,123
|
|
|
|
|
|
Financing activities:
|
|
|
|
Dividends paid to common stockholders
|
(441)
|
|
|
(112)
|
|
Distributions to noncontrolling interests
|
(54)
|
|
|
(46)
|
|
Funding from noncontrolling interests
|
30
|
|
|
28
|
|
Payments for withholding of employee taxes related to stock-based compensation
|
(28)
|
|
|
(36)
|
|
Payments on lease and other financing obligations
|
(18)
|
|
|
(16)
|
|
Repayment of debt
|
—
|
|
|
(1,070)
|
|
Proceeds from issuance of debt, net
|
—
|
|
|
985
|
|
Repurchases of common stock
|
—
|
|
|
(321)
|
|
|
|
|
|
|
|
|
|
Other
|
—
|
|
|
2
|
|
Net cash provided by (used in) financing activities
|
(511)
|
|
|
(586)
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2)
|
|
|
(4)
|
|
Net change in cash, cash equivalents and restricted cash
|
(22)
|
|
|
1,469
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
5,648
|
|
|
2,349
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
5,626
|
|
|
$
|
3,818
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
Cash and cash equivalents
|
$
|
5,518
|
|
|
$
|
3,709
|
|
Restricted cash included in Other current assets
|
2
|
|
|
2
|
|
Restricted cash included in Other non-current assets
|
106
|
|
|
107
|
|
Total cash, cash equivalents and restricted cash
|
$
|
5,626
|
|
|
$
|
3,818
|
|
|
|
|
|
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
NEWMONT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
ASSETS
|
|
|
|
Cash and cash equivalents
|
$
|
5,518
|
|
|
$
|
5,540
|
|
Trade receivables (Note 4)
|
263
|
|
|
449
|
|
Investments (Note 15)
|
240
|
|
|
290
|
|
Inventories (Note 16)
|
971
|
|
|
963
|
|
Stockpiles and ore on leach pads (Note 17)
|
890
|
|
|
827
|
|
|
|
|
|
Other current assets
|
482
|
|
|
436
|
|
|
|
|
|
Current assets
|
8,364
|
|
|
8,505
|
|
Property, plant and mine development, net
|
24,081
|
|
|
24,281
|
|
Investments (Note 15)
|
3,165
|
|
|
3,197
|
|
Stockpiles and ore on leach pads (Note 17)
|
1,746
|
|
|
1,705
|
|
Deferred income tax assets
|
332
|
|
|
337
|
|
Goodwill
|
2,771
|
|
|
2,771
|
|
Other non-current assets
|
604
|
|
|
573
|
|
|
|
|
|
Total assets
|
$
|
41,063
|
|
|
$
|
41,369
|
|
|
|
|
|
LIABILITIES
|
|
|
|
Accounts payable
|
$
|
446
|
|
|
$
|
493
|
|
Employee-related benefits
|
262
|
|
|
380
|
|
Income and mining taxes payable
|
454
|
|
|
657
|
|
Lease and other financing obligations
|
109
|
|
|
106
|
|
Debt (Note 18)
|
1,042
|
|
|
551
|
|
Other current liabilities (Note 19)
|
1,167
|
|
|
1,182
|
|
|
|
|
|
Current liabilities
|
3,480
|
|
|
3,369
|
|
Debt (Note 18)
|
4,988
|
|
|
5,480
|
|
Lease and other financing obligations
|
575
|
|
|
565
|
|
Reclamation and remediation liabilities (Note 5)
|
3,841
|
|
|
3,818
|
|
Deferred income tax liabilities
|
2,039
|
|
|
2,073
|
|
Employee-related benefits
|
504
|
|
|
493
|
|
Silver streaming agreement
|
958
|
|
|
993
|
|
Other non-current liabilities (Note 19)
|
686
|
|
|
699
|
|
|
|
|
|
Total liabilities
|
17,071
|
|
|
17,490
|
|
|
|
|
|
Contingently redeemable noncontrolling interest
|
34
|
|
|
34
|
|
|
|
|
|
EQUITY
|
|
|
|
Common stock
|
1,289
|
|
|
1,287
|
|
Treasury stock
|
(196)
|
|
|
(168)
|
|
Additional paid-in capital
|
18,119
|
|
|
18,103
|
|
Accumulated other comprehensive income (loss) (Note 20)
|
(205)
|
|
|
(216)
|
|
Retained earnings (accumulated deficit)
|
4,120
|
|
|
4,002
|
|
Newmont stockholders' equity
|
23,127
|
|
|
23,008
|
|
Noncontrolling interests
|
831
|
|
|
837
|
|
Total equity
|
23,958
|
|
|
23,845
|
|
Total liabilities and equity
|
$
|
41,063
|
|
|
$
|
41,369
|
|
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Contingently
Redeemable
Noncontrolling
Interest
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Balance at December 31, 2020
|
804
|
|
|
$
|
1,287
|
|
|
(4)
|
|
|
$
|
(168)
|
|
|
$
|
18,103
|
|
|
$
|
(216)
|
|
|
$
|
4,002
|
|
|
$
|
837
|
|
|
$
|
23,845
|
|
|
$
|
34
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
559
|
|
|
20
|
|
|
579
|
|
|
—
|
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
Dividends declared (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(441)
|
|
|
—
|
|
|
(441)
|
|
|
—
|
|
Distributions declared to noncontrolling interests (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54)
|
|
|
(54)
|
|
|
—
|
|
Cash calls requested from noncontrolling interests (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding of employee taxes related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(28)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28)
|
|
|
—
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Stock-based awards and related share issuances
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
Balance at March 31, 2021
|
805
|
|
|
$
|
1,289
|
|
|
(4)
|
|
|
$
|
(196)
|
|
|
$
|
18,119
|
|
|
$
|
(205)
|
|
|
$
|
4,120
|
|
|
$
|
831
|
|
|
$
|
23,958
|
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Contingently
Redeemable
Noncontrolling
Interest
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
Balance at December 31, 2019
|
811
|
|
|
$
|
1,298
|
|
|
(3)
|
|
|
$
|
(120)
|
|
|
$
|
18,216
|
|
|
$
|
(265)
|
|
|
$
|
2,291
|
|
|
$
|
950
|
|
|
$
|
22,370
|
|
|
$
|
47
|
|
Cumulative-effect adjustment of adopting ASU No. 2016-13
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
|
4
|
|
|
826
|
|
|
(2)
|
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
Dividends declared (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(112)
|
|
|
—
|
|
|
(112)
|
|
|
—
|
|
Distributions declared to noncontrolling interests (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
|
(50)
|
|
|
—
|
|
Cash calls requested from noncontrolling interests (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|
—
|
|
Repurchase and retirement of common stock
|
(7)
|
|
|
(11)
|
|
|
—
|
|
|
—
|
|
|
(160)
|
|
|
—
|
|
|
(150)
|
|
|
—
|
|
|
(321)
|
|
|
—
|
|
Withholding of employee taxes related to stock-based compensation
|
—
|
|
|
—
|
|
|
(1)
|
|
|
(36)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36)
|
|
|
—
|
|
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Stock-based awards and related share issuances
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
Balance at March 31, 2020
|
806
|
|
|
$
|
1,290
|
|
|
(4)
|
|
|
$
|
(156)
|
|
|
$
|
18,078
|
|
|
$
|
(252)
|
|
|
$
|
2,846
|
|
|
$
|
929
|
|
|
$
|
22,735
|
|
|
$
|
45
|
|
____________________________
(1)Cash dividends declared per common share were $0.55 and $0.14 for the three months ended March 31, 2021 and 2020, respectively.
(2)Distributions declared to noncontrolling interests of $54 and $50 for the three months ended March 31, 2021 and 2020, respectively, represent cash calls declared by Newmont to Staatsolie for the Merian mine. Newmont paid $54 and $46 for distributions during the three months ended March 31, 2021 and 2020, respectively. Any differences are due to timing of payments.
(3)Cash calls requested from noncontrolling interests of $28 and $25 for the three months ended March 31, 2021 and 2020, respectively, represent cash calls requested from Staatsolie for the Merian mine. Staatsolie paid $30 and $28 for cash calls during the three months ended March 31, 2021 and 2020, respectively. Differences are due to timing of receipts.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 1 BASIS OF PRESENTATION
The interim Condensed Consolidated Financial Statements (“interim statements”) of Newmont Corporation, a Delaware corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements for the year ended December 31, 2020 filed on February 18, 2021 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted.
References to “C$” refer to Canadian currency.
In March 2021, the Company entered into a binding agreement with GT Gold Corp. ("GT Gold") to acquire the remaining 85.1% of common shares of GT Gold not already owned by Newmont. Under the terms of the arrangement, Newmont will acquire each remaining GT Gold share at a price of C$3.25, for estimated cash consideration of $313. The transaction is expected to close in the second quarter of 2021.
In March 2020, the Company sold the Red Lake complex, previously included as part of the Company’s North America segment. As the sale was completed in the first quarter of 2020, there are no results for Red Lake for the three months ended March 31, 2021. Refer to Note 7 for additional information.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Risks and Uncertainties
As a global mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold, but also for copper, silver, lead and zinc. Historically, the commodity markets have been very volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and on the quantities of reserves that the Company can economically produce. The carrying value of the Company’s Property, plant and mine development, net; Inventories; Stockpiles and ore on leach pads; Investments; Deferred income tax assets; and Goodwill are particularly sensitive to the outlook for commodity prices. A decline in the Company’s price outlook from current levels could result in material impairment charges related to these assets.
In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements, impacts of global events such as the COVID-19 pandemic and management’s decision to reprioritize or abandon a development project can adversely affect the Company’s ability to recover its investment in certain assets and result in impairment charges.
The COVID-19 pandemic has had a material impact on the global economy, the scale and duration of which remain uncertain. In the first half of 2020, the Company temporarily placed five sites into care and maintenance, including Musselwhite, Éléonore, Yanacocha, Cerro Negro and Peñasquito. The Company worked closely with local stakeholders to resume operations at all five sites during the second quarter of 2020. As of March 31, 2021, all sites were fully operational, with the exception of Cerro Negro that continues to focus on returning operations to full capacity while managing ongoing COVID-related impacts.
The impact of this pandemic could include sites being placed into care and maintenance, significant COVID-19 specific costs, volatility in the prices for gold and other metals, logistical challenges shipping our products, delays in product refining and smelting due to restrictions or temporary closures, additional travel restrictions, other supply chain disruptions and workforce interruptions, including loss of life. Depending on the duration and extent of the impact of COVID-19, this could materially impact the Company’s results of operations, cash flows and financial condition and could result in material impairment charges to the Company’s Property, plant and mine development, net; Inventories; Stockpiles and ore on leach pads; Investments; Deferred income tax assets; and Goodwill.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. Actual results could differ from these estimates.
Reclassifications
Certain amounts in prior years have been reclassified to conform to the current year presentation.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
Recently Adopted Accounting Pronouncements and Securities and Exchange Commission Rules
Accounting for Income Taxes
In December 2019, ASU No. 2019-12 was issued to simplify the accounting for income taxes, eliminate certain exceptions within ASC 740, Income Taxes, and clarify certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted this standard as of January 1, 2021. The adoption did not have a material impact on the Consolidated Financial Statements or disclosures.
Accounting for Equity Securities, Investments and Certain Forward Contracts and Options
In January 2020, ASU No. 2020-01 was issued which clarifies the interaction in accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815, Derivatives and Hedging. The Company adopted this standard as of January 1, 2021. The adoption did not have a material impact on the Consolidated Financial Statements or disclosures.
Financial Disclosures about Acquired and Disposed Businesses
In May 2020, the SEC finalized its proposed updates to Rule 3-05 within Regulation S-X, Financial statements of businesses acquired or to be acquired, Rule 3-14, Special instructions for real estate operations to be acquired; Article 11, Pro Forma Financial Information; and other related rules and forms (the “Rules”). The Rules include amendments, which among other things: revise significance tests used to determine disclosure requirements; require the financial statements of the acquired business to cover only up to the two most recent fiscal years; permit the use of, or reconciliation to, International Financial Reporting Standards as issued by the International Accounting Standards Board in certain circumstances; and amend certain pro forma financial information requirements. The Rules were adopted on January 1, 2021. The adoption did not have a material impact on the Consolidated Financial Statements or disclosures.
Recently Issued Accounting Pronouncements
Effects of Reference Rate Reform
In March 2020, ASU No. 2020-04 was issued which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. The Company is still completing its evaluation of the impact of ASU 2020-04 and plans to elect optional expedients as reference rate reform activities occur. In January 2021, ASU No. 2021-01 was issued which broadened the scope of ASU No. 2020-04 to include certain derivative instruments. The Company expects neither the guidance nor the subsequent update to have a material impact on the Consolidated Financial Statements or disclosures.
NOTE 3 SEGMENT INFORMATION
The Company has organized its operations into five geographic regions: North America, South America, Australia, Africa and Nevada, which also represent Newmont’s reportable and operating segments. The results of these operating segments are reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. As a result, these operating segments represent the Company’s reportable segments. Notwithstanding this structure, the Company internally reports information on a mine-by-mine basis for each mining operation and has chosen to disclose this information in the following tables. Income (loss) before income and mining tax and other items from reportable segments does not reflect general corporate expenses, interest (except project-specific interest) or income and mining taxes. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Newmont’s business activities that are not considered operating segments are included in Corporate and Other. Although they are not required to be included in this footnote, they are provided for reconciliation purposes.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
Costs Applicable to Sales
|
|
Depreciation and Amortization
|
|
Advanced Projects, Research and Development and Exploration
|
|
Income (Loss) before Income and Mining Tax and Other Items
|
|
Capital Expenditures(1)
|
Three Months Ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
CC&V
|
$
|
99
|
|
|
$
|
61
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
18
|
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Musselwhite
|
70
|
|
|
39
|
|
|
20
|
|
|
2
|
|
|
5
|
|
|
9
|
|
Porcupine
|
131
|
|
|
66
|
|
|
24
|
|
|
5
|
|
|
34
|
|
|
11
|
|
Éléonore
|
109
|
|
|
53
|
|
|
32
|
|
|
2
|
|
|
18
|
|
|
17
|
|
Peñasquito:
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
310
|
|
|
89
|
|
|
48
|
|
|
|
|
|
|
|
Silver
|
168
|
|
|
75
|
|
|
41
|
|
|
|
|
|
|
|
Lead
|
44
|
|
|
19
|
|
|
10
|
|
|
|
|
|
|
|
Zinc
|
126
|
|
|
61
|
|
|
29
|
|
|
|
|
|
|
|
Total Peñasquito
|
648
|
|
|
244
|
|
|
128
|
|
|
1
|
|
|
266
|
|
|
31
|
|
Other North America
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
4
|
|
|
—
|
|
North America
|
1,057
|
|
|
463
|
|
|
226
|
|
|
13
|
|
|
345
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yanacocha
|
110
|
|
|
50
|
|
|
28
|
|
|
3
|
|
|
3
|
|
|
15
|
|
Merian
|
193
|
|
|
81
|
|
|
25
|
|
|
1
|
|
|
83
|
|
|
10
|
|
Cerro Negro
|
84
|
|
|
40
|
|
|
26
|
|
|
1
|
|
|
6
|
|
|
20
|
|
Other South America
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
(13)
|
|
|
—
|
|
South America
|
387
|
|
|
171
|
|
|
81
|
|
|
11
|
|
|
79
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boddington:
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
244
|
|
|
131
|
|
|
21
|
|
|
|
|
|
|
|
Copper
|
52
|
|
|
27
|
|
|
4
|
|
|
|
|
|
|
|
Total Boddington
|
296
|
|
|
158
|
|
|
25
|
|
|
2
|
|
|
111
|
|
|
86
|
|
Tanami
|
219
|
|
|
70
|
|
|
23
|
|
|
3
|
|
|
123
|
|
|
59
|
|
Other Australia
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
(3)
|
|
|
2
|
|
Australia
|
515
|
|
|
228
|
|
|
50
|
|
|
7
|
|
|
231
|
|
|
147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahafo
|
187
|
|
|
92
|
|
|
32
|
|
|
3
|
|
|
58
|
|
|
31
|
|
Akyem
|
187
|
|
|
66
|
|
|
32
|
|
|
1
|
|
|
87
|
|
|
8
|
|
Other Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
Africa
|
374
|
|
|
158
|
|
|
64
|
|
|
4
|
|
|
143
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada Gold Mines
|
539
|
|
|
227
|
|
|
127
|
|
|
6
|
|
|
167
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada
|
539
|
|
|
227
|
|
|
127
|
|
|
6
|
|
|
167
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
—
|
|
|
—
|
|
|
5
|
|
|
25
|
|
|
(222)
|
|
|
4
|
|
Consolidated
|
$
|
2,872
|
|
|
$
|
1,247
|
|
|
$
|
553
|
|
|
$
|
66
|
|
|
$
|
743
|
|
|
$
|
354
|
|
____________________________
(1)Includes a decrease in accrued capital expenditures of $45; consolidated capital expenditures on a cash basis were $399.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
Costs Applicable to Sales
|
|
Depreciation and Amortization
|
|
Advanced Projects, Research and Development and Exploration
|
|
Income (Loss) before Income and Mining Tax and Other Items
|
|
Capital Expenditures(1)
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
CC&V
|
$
|
103
|
|
|
$
|
60
|
|
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
20
|
|
|
$
|
6
|
|
Red Lake
|
67
|
|
|
45
|
|
|
2
|
|
|
1
|
|
|
20
|
|
|
4
|
|
Musselwhite
|
23
|
|
|
25
|
|
|
14
|
|
|
2
|
|
|
(21)
|
|
|
20
|
|
Porcupine
|
116
|
|
|
55
|
|
|
25
|
|
|
1
|
|
|
34
|
|
|
7
|
|
Éléonore
|
106
|
|
|
61
|
|
|
31
|
|
|
2
|
|
|
10
|
|
|
15
|
|
Peñasquito:
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
159
|
|
|
64
|
|
|
29
|
|
|
|
|
|
|
|
Silver
|
123
|
|
|
68
|
|
|
33
|
|
|
|
|
|
|
|
Lead
|
39
|
|
|
26
|
|
|
13
|
|
|
|
|
|
|
|
Zinc
|
77
|
|
|
73
|
|
|
35
|
|
|
|
|
|
|
|
Total Peñasquito
|
398
|
|
|
231
|
|
|
110
|
|
|
2
|
|
|
66
|
|
|
29
|
|
Other North America
|
—
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
(12)
|
|
|
—
|
|
North America
|
813
|
|
|
477
|
|
|
209
|
|
|
12
|
|
|
117
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yanacocha
|
187
|
|
|
127
|
|
|
44
|
|
|
4
|
|
|
(8)
|
|
|
20
|
|
Merian
|
208
|
|
|
81
|
|
|
25
|
|
|
2
|
|
|
100
|
|
|
9
|
|
Cerro Negro
|
116
|
|
|
51
|
|
|
40
|
|
|
7
|
|
|
8
|
|
|
14
|
|
Other South America
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
(12)
|
|
|
—
|
|
South America
|
511
|
|
|
259
|
|
|
111
|
|
|
21
|
|
|
88
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boddington:
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
243
|
|
|
131
|
|
|
23
|
|
|
|
|
|
|
|
Copper
|
21
|
|
|
25
|
|
|
5
|
|
|
|
|
|
|
|
Total Boddington
|
264
|
|
|
156
|
|
|
28
|
|
|
1
|
|
|
95
|
|
|
29
|
|
Tanami
|
189
|
|
|
65
|
|
|
24
|
|
|
4
|
|
|
131
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Australia
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
493
|
|
|
—
|
|
Australia
|
453
|
|
|
221
|
|
|
54
|
|
|
7
|
|
|
719
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahafo
|
151
|
|
|
81
|
|
|
29
|
|
|
5
|
|
|
32
|
|
|
30
|
|
Akyem
|
132
|
|
|
51
|
|
|
27
|
|
|
2
|
|
|
48
|
|
|
7
|
|
Other Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(3)
|
|
|
—
|
|
Africa
|
283
|
|
|
132
|
|
|
56
|
|
|
9
|
|
|
77
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada Gold Mines
|
521
|
|
|
243
|
|
|
131
|
|
|
7
|
|
|
133
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada
|
521
|
|
|
243
|
|
|
131
|
|
|
7
|
|
|
133
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
—
|
|
|
—
|
|
|
4
|
|
|
15
|
|
|
(355)
|
|
|
8
|
|
Consolidated
|
$
|
2,581
|
|
|
$
|
1,332
|
|
|
$
|
565
|
|
|
$
|
71
|
|
|
$
|
779
|
|
|
$
|
288
|
|
____________________________
(1)Includes a decrease in accrued capital expenditures of $40; consolidated capital expenditures on a cash basis were $328.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 4 SALES
The following tables present the Company’s Sales by mining operation, product and inventory type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Sales from Doré Production
|
|
Sales from Concentrate and Other Production
|
|
Total Sales
|
Three Months Ended March 31, 2021
|
|
|
|
|
|
CC&V
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
99
|
|
Musselwhite
|
70
|
|
|
—
|
|
|
70
|
|
Porcupine
|
131
|
|
|
—
|
|
|
131
|
|
Éléonore
|
109
|
|
|
—
|
|
|
109
|
|
Peñasquito:
|
|
|
|
|
|
Gold
|
56
|
|
|
254
|
|
|
310
|
|
Silver (1)
|
—
|
|
|
168
|
|
|
168
|
|
Lead
|
—
|
|
|
44
|
|
|
44
|
|
Zinc
|
—
|
|
|
126
|
|
|
126
|
|
Total Peñasquito
|
56
|
|
|
592
|
|
|
648
|
|
North America
|
465
|
|
|
592
|
|
|
1,057
|
|
|
|
|
|
|
|
Yanacocha
|
109
|
|
|
1
|
|
|
110
|
|
Merian
|
193
|
|
|
—
|
|
|
193
|
|
Cerro Negro
|
84
|
|
|
—
|
|
|
84
|
|
South America
|
386
|
|
|
1
|
|
|
387
|
|
|
|
|
|
|
|
Boddington:
|
|
|
|
|
|
Gold
|
66
|
|
|
178
|
|
|
244
|
|
Copper
|
—
|
|
|
52
|
|
|
52
|
|
Total Boddington
|
66
|
|
|
230
|
|
|
296
|
|
Tanami
|
219
|
|
|
—
|
|
|
219
|
|
Australia
|
285
|
|
|
230
|
|
|
515
|
|
|
|
|
|
|
|
Ahafo
|
187
|
|
|
—
|
|
|
187
|
|
Akyem
|
187
|
|
|
—
|
|
|
187
|
|
Africa
|
374
|
|
|
—
|
|
|
374
|
|
|
|
|
|
|
|
Nevada Gold Mines (2)
|
525
|
|
|
14
|
|
|
539
|
|
Nevada
|
525
|
|
|
14
|
|
|
539
|
|
|
|
|
|
|
|
Consolidated
|
$
|
2,035
|
|
|
$
|
837
|
|
|
$
|
2,872
|
|
____________________________
(1)Silver sales from concentrate includes $20 related to non-cash amortization of the silver streaming agreement liability.
(2)The Company purchases its proportionate share of gold from Nevada Gold Mines ("NGM") for resale to third parties. Gold purchases from NGM totaled $522 for the three months ended March 31, 2021.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold Sales from Doré Production
|
|
Sales from Concentrate and Other Production
|
|
Total Sales
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
CC&V
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
Red Lake
|
67
|
|
|
—
|
|
|
67
|
|
Musselwhite
|
23
|
|
|
—
|
|
|
23
|
|
Porcupine
|
116
|
|
|
—
|
|
|
116
|
|
Éléonore
|
106
|
|
|
—
|
|
|
106
|
|
Peñasquito:
|
|
|
|
|
|
Gold
|
15
|
|
|
144
|
|
|
159
|
|
Silver (1)
|
—
|
|
|
123
|
|
|
123
|
|
Lead
|
—
|
|
|
39
|
|
|
39
|
|
Zinc
|
—
|
|
|
77
|
|
|
77
|
|
Total Peñasquito
|
15
|
|
|
383
|
|
|
398
|
|
North America
|
430
|
|
|
383
|
|
|
813
|
|
|
|
|
|
|
|
Yanacocha
|
187
|
|
|
—
|
|
|
187
|
|
Merian
|
208
|
|
|
—
|
|
|
208
|
|
Cerro Negro
|
116
|
|
|
—
|
|
|
116
|
|
South America
|
511
|
|
|
—
|
|
|
511
|
|
|
|
|
|
|
|
Boddington:
|
|
|
|
|
|
Gold
|
54
|
|
|
189
|
|
|
243
|
|
Copper
|
—
|
|
|
21
|
|
|
21
|
|
Total Boddington
|
54
|
|
|
210
|
|
|
264
|
|
Tanami
|
189
|
|
|
—
|
|
|
189
|
|
|
|
|
|
|
|
Australia
|
243
|
|
|
210
|
|
|
453
|
|
|
|
|
|
|
|
Ahafo
|
151
|
|
|
—
|
|
|
151
|
|
Akyem
|
132
|
|
|
—
|
|
|
132
|
|
Africa
|
283
|
|
|
—
|
|
|
283
|
|
|
|
|
|
|
|
Nevada Gold Mines (2)
|
509
|
|
|
12
|
|
|
521
|
|
Nevada
|
509
|
|
|
12
|
|
|
521
|
|
|
|
|
|
|
|
Consolidated
|
$
|
1,976
|
|
|
$
|
605
|
|
|
$
|
2,581
|
|
____________________________
(1)Silver sales from concentrate includes $21 related to non-cash amortization of the Silver streaming agreement liability.
(2)The Company purchases its proportionate share of gold from NGM for resale to third parties. Gold purchases from NGM totaled $513 for the three months ended March 31, 2020.
Trade Receivables
The following table details the receivables included within Trade receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Receivables from Sales:
|
|
|
|
Gold sales from doré production
|
$
|
36
|
|
|
$
|
59
|
|
Sales from concentrate and other production
|
227
|
|
|
390
|
|
|
|
|
|
Total receivables from Sales
|
$
|
263
|
|
|
$
|
449
|
|
Provisional Sales
The Company sells gold, copper, silver, lead and zinc concentrates on a provisional basis. Provisional concentrate sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which is not designated for hedge accounting treatment, is marked to market through earnings each period prior to final settlement.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
The impact to Sales from revenue recognized due to the changes in pricing is a decrease of $(36) and $(23) for the three months ended March 31, 2021 and 2020, respectively.
At March 31, 2021, Newmont had gold sales of 201,000 ounces priced at an average of $1,692 per ounce, copper sales of 11 million pounds priced at an average price of $4.01 per pound, silver sales of 6 million ounces priced at an average of $24.00 per ounce, lead sales of 29 million pounds priced at an average of $0.89 per pound, and zinc sales of 85 million pounds priced at an average of $1.27 per pound, subject to final pricing over the next several months.
NOTE 5 RECLAMATION AND REMEDIATION
The Company’s mining and exploration activities are subject to various domestic and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation and remediation costs are based principally on current legal and regulatory requirements.
The Company’s Reclamation and remediation expense consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Reclamation adjustments and other
|
$
|
9
|
|
|
$
|
—
|
|
Reclamation accretion
|
32
|
|
|
34
|
|
Total reclamation expense
|
41
|
|
|
34
|
|
|
|
|
|
Remediation adjustments and other
|
4
|
|
|
2
|
|
Remediation accretion
|
1
|
|
|
2
|
|
Total remediation expense
|
5
|
|
|
4
|
|
|
$
|
46
|
|
|
$
|
38
|
|
The following are reconciliations of Reclamation and remediation liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Reclamation balance at January 1,
|
$
|
3,719
|
|
|
$
|
3,334
|
|
Additions, changes in estimates and other (1)
|
9
|
|
|
(2)
|
|
Adjustment from the Newmont Goldcorp transaction
|
—
|
|
|
15
|
|
|
|
|
|
|
|
|
|
Payments, net
|
(18)
|
|
|
(15)
|
|
Accretion expense
|
32
|
|
|
34
|
|
Reclamation balance at March 31,
|
$
|
3,742
|
|
|
$
|
3,366
|
|
____________________________
(1)The $9 addition is primarily due to higher estimated closure plan costs at NGM for the closed Rain site related to water management.
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Remediation balance at January 1,
|
$
|
313
|
|
|
$
|
299
|
|
Additions, changes in estimates and other
|
2
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments, net
|
(3)
|
|
|
(5)
|
|
Accretion expense
|
1
|
|
|
2
|
|
Remediation balance at March 31,
|
$
|
313
|
|
|
$
|
294
|
|
The current portion of reclamation liabilities was $162 and $164 at March 31, 2021 and December 31, 2020, respectively, and was included in Other current liabilities. The current portion of remediation liabilities was $52 and $50 at March 31, 2021 and December 31, 2020, respectively, and was included in Other current liabilities. At March 31, 2021 and December 31, 2020, $3,742 and $3,719, respectively, were accrued for reclamation obligations relating to operating properties and formerly operating properties that have entered the closure phase and have no substantive future economic value and are included in Reclamation and remediation liabilities.
The Company is also involved in several matters concerning environmental remediation obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At March 31, 2021 and December 31, 2020, $313 and $313, respectively, were accrued for such environmental remediation obligations. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
that the liability for these matters could be as much as 48% greater or 0% lower than the amount accrued at March 31, 2021. These amounts are included in Other current liabilities and Reclamation and remediation liabilities. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.
Included in Other non-current assets at March 31, 2021 and December 31, 2020 was $56 and $56 respectively, of non-current restricted cash held for purposes of settling reclamation and remediation obligations. Of the amounts at March 31, 2021, $48 was related to the Ahafo and Akyem mines in Ghana, Africa and $6 related to NGM in Nevada, United States and $2 was related to the Midnite (Dawn) mine site in Washington, United States. Of the amounts at December 31, 2020, $48 was related to the Ahafo and Akyem mines in Ghana, Africa, $6 related to NGM in Nevada, United States and $2 was related to the Midnite (Dawn) mine site in Washington, United States.
Included in Other non-current assets at March 31, 2021 and December 31, 2020 was $38 and $38, respectively, of non-current restricted investments, which are legally pledged for purposes of settling reclamation and remediation obligations. Of the amounts at March 31, 2021, $14 is related to the Midnite mine and Dawn mill sites and $24 is related to San Jose Reservoir. Of the amounts at December 31, 2020, $14 is related to the Midnite mine and Dawn mill sites and $24 is related to San Jose Reservoir.
Refer to Notes 19 and 22 for further discussion of reclamation and remediation matters.
NOTE 6 OTHER EXPENSE, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
COVID-19 specific costs
|
$
|
22
|
|
|
$
|
2
|
|
Restructuring and severance
|
5
|
|
|
1
|
|
Settlement costs
|
3
|
|
|
6
|
|
Impairment of long-lived and other assets
|
1
|
|
|
—
|
|
Care and maintenance costs
|
—
|
|
|
20
|
|
Goldcorp transaction and integration costs
|
—
|
|
|
16
|
|
Other
|
8
|
|
|
8
|
|
|
$
|
39
|
|
|
$
|
53
|
|
COVID-19 specific costs. COVID-19 specific costs represent incremental direct costs incurred, including but not limited to, additional health screenings and security related costs, incremental travel, storage costs, employee related costs and contributions to the Newmont Global Community Support Fund, as well as various other incremental costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic and to comply with local mandates. The Company established the Newmont Global Community Support Fund during the second quarter of 2020 to help host communities, governments and employees combat the COVID-19 pandemic. For the three months ended March 31, 2021, amounts distributed from this fund were $1.
Restructuring and severance. Restructuring and severance represents primarily severance and related costs associated with significant organizational or operating model changes implemented by the Company for all periods presented.
Settlements. Settlement costs for the three months ended March 31, 2021 and 2020 primarily include legal and other settlements.
Care and maintenance costs. For the three months ended March 31, 2020, care and maintenance costs represent direct costs incurred at the Musselwhite, Éléonore, Cerro Negro and Yanacocha mine sites during the period that these sites were temporarily placed into care and maintenance in response to the COVID-19 pandemic. Additionally, for the three months ended March 31, 2020, the Company recognized $7 of non-cash care and maintenance costs included in Depreciation and amortization.
Goldcorp transaction and integration costs. Goldcorp transaction and integration costs for the three months ended March 31, 2020, primarily include integration activities, related severance costs and consulting services.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 7 GAIN ON ASSET AND INVESTMENT SALES, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Sale of TMAC
|
$
|
42
|
|
|
$
|
—
|
|
Sale of Kalgoorlie
|
—
|
|
|
493
|
|
Sale of Continental
|
—
|
|
|
91
|
|
Sale of Red Lake
|
—
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
1
|
|
|
—
|
|
|
$
|
43
|
|
|
$
|
593
|
|
Sale of TMAC. For further information related to the sale of investment holdings in TMAC Resources, Inc. ("TMAC"), refer to Note 15.
Sale of Kalgoorlie. The Company entered into a binding agreement dated December 17, 2019, to sell its 50% interest in Kalgoorlie Consolidated Gold Mines (“Kalgoorlie”), included as part of the Australia segment, to Northern Star Resources Limited (“Northern Star”). The Company completed the sale on January 2, 2020, and pursuant to the terms of the agreement, received proceeds of $800 in cash for its interests in Kalgoorlie. The proceeds were inclusive of a $25 payment that gave Northern Star specified exploration tenements, transitional services support and an option to negotiate exclusively for the purchase of Newmont's Kalgoorlie power business for fair market value. A portion of the payment attributable to the option is refundable to Northern Star if the power business is sold to another third party.
Sale of Continental. During the fourth quarter of 2019, the Company entered into a contractual arrangement to sell its entire interest in Continental Gold, Inc. ("Continental"), including its convertible debt, to Zijin Mining Group. The Company completed the sale on March 4, 2020, and pursuant to the terms of the agreement, received cash proceeds of $253.
Sale of Red Lake. The Company entered into a binding agreement on November 25, 2019, to sell the Red Lake complex in Ontario, Canada, included in the Company’s North America segment, to Evolution Mining Limited (“Evolution”). The Company completed the sale on March 31, 2020, and pursuant to the terms of the agreement, received total consideration of $429, including cash proceeds of $375, $15 towards working capital (received in cash in the second quarter of 2020), and the potential to receive contingent payments of up to an additional $100 tied to new mineralization discoveries over a fifteen year period. The contingent payments are considered an embedded derivative with a fair value of $42 at March 31, 2021. For further information, see Note 14.
NOTE 8 OTHER INCOME, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Change in fair value of investments
|
$
|
(110)
|
|
|
$
|
(93)
|
|
Foreign currency exchange, net
|
23
|
|
|
66
|
|
Interest
|
3
|
|
|
11
|
|
Impairment of investments
|
—
|
|
|
(93)
|
|
Charges from debt extinguishment
|
—
|
|
|
(74)
|
|
|
|
|
|
Other
|
2
|
|
|
(6)
|
|
|
$
|
(82)
|
|
|
$
|
(189)
|
|
Change in fair value of investments. Change in fair value of investments primarily represents unrealized holding gains and losses related to the Company's investments in current and non-current marketable and other equity securities.
Foreign currency exchange, net. Although the majority of the Company’s balances are denominated in U.S. dollars, foreign currency exchange gains (losses) are recognized on balances to be satisfied in local currencies. These balances primarily relate to the timing of payments for employee-related benefits and other liabilities in Australia, Mexico, Canada, Peru, Argentina, Suriname and Ghana.
Impairment of investments. During the first quarter of 2020, the Company recognized an investment impairment for other-than-temporary declines in the value of TMAC. Refer to Note 15 for additional information.
Charges from debt extinguishment. For the three months ended March 31, 2020, the Company recorded charges from debt extinguishment of $66 related to the debt tender offer of its Senior Notes due March 15, 2022 ("2022 Senior Notes"), its Newmont Senior Notes due March 15, 2023 (“2023 Newmont Senior Notes”) and its Goldcorp Senior Notes due March 15, 2023 (“2023 Goldcorp Senior Notes”). For the three months ended March 31, 2020, the Company recorded a loss of $8 related to the associated forward starting swaps, reclassified from Accumulated other comprehensive income (loss).
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 9 INCOME AND MINING TAXES
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2021
|
|
2020
|
|
Income (loss) before income and mining tax and other items
|
|
|
$
|
743
|
|
|
|
|
$
|
779
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal statutory tax rate
|
21
|
%
|
|
$
|
156
|
|
|
21
|
%
|
|
$
|
164
|
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in valuation allowance on deferred tax assets
|
3
|
|
|
21
|
|
|
(14)
|
|
|
(109)
|
|
(1)
|
Foreign rate differential
|
9
|
|
|
70
|
|
|
11
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
Mining and other taxes
|
6
|
|
|
41
|
|
3
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax impact of foreign exchange (2)
|
(4)
|
|
|
(28)
|
|
|
(23)
|
|
|
(179)
|
|
|
Other
|
(3)
|
|
|
(25)
|
|
|
(1)
|
|
|
(3)
|
|
|
Income and mining tax expense (benefit)
|
32
|
%
|
|
$
|
235
|
|
|
(3)
|
%
|
|
$
|
(23)
|
|
|
|
|
|
|
|
|
|
|
|
____________________________
(1)Change in valuation allowance is due to a net release on marketable securities, capital losses and other capital assets associated with the sales of Kalgoorlie and Continental, partially offset by increases associated with net operating losses, tax credits, and equity method investments.
(2)Tax impact of foreign exchange includes the following: (i) Mexican inflation on tax values, (ii) currency translation effects of local currency deferred tax assets and deferred tax liabilities, (iii) the tax impact of local currency foreign exchange gains or losses and (iv) non-taxable or non-deductible U.S. dollar currency foreign exchange gains or losses.
NOTE 10 EQUITY INCOME (LOSS) OF AFFILIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Pueblo Viejo Mine
|
$
|
50
|
|
|
$
|
48
|
|
Maverix Metals Inc.
|
2
|
|
|
(3)
|
|
Norte Abierto Project
|
(1)
|
|
|
(2)
|
|
Alumbrera Mine (1)
|
—
|
|
|
(3)
|
|
NuevaUnión Project
|
—
|
|
|
(2)
|
|
TMAC Resources Inc.
|
—
|
|
|
(1)
|
|
Other
|
(1)
|
|
|
—
|
|
|
$
|
50
|
|
|
$
|
37
|
|
____________________________
(1)In December 2020, the Company contributed its 37.5% ownership interest in Alumbrera in exchange for 18.75% ownership interest in Minera Agua Rica Alumbrera Limited ("MARA"). Following the transaction, the Company no longer holds an investment in Alumbrera and the 18.75% ownership interest acquired in MARA is accounted for as a marketable equity security.
Refer to Note 15 for additional information about the above equity method investments.
NOTE 11 NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Merian
|
$
|
20
|
|
|
$
|
24
|
|
Yanacocha
|
—
|
|
|
(22)
|
|
|
$
|
20
|
|
|
$
|
2
|
|
NOTE 12 NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing income available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed similarly, except that weighted average common shares is increased to reflect all dilutive instruments, including employee stock awards. The dilutive effects of Newmont’s dilutive securities are calculated using the treasury stock method.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Net income (loss) attributable to Newmont stockholders:
|
|
|
|
Continuing operations
|
$
|
538
|
|
|
$
|
837
|
|
Discontinued operations
|
21
|
|
|
(15)
|
|
|
$
|
559
|
|
|
$
|
822
|
|
|
|
|
|
Weighted average common shares (millions):
|
|
|
|
Basic
|
801
|
|
|
807
|
|
Effect of employee stock-based awards
|
1
|
|
|
2
|
|
Diluted
|
802
|
|
|
809
|
|
|
|
|
|
Net income (loss) per common share attributable to Newmont stockholders:
|
|
|
|
Basic:
|
|
|
|
Continuing operations
|
$
|
0.67
|
|
|
$
|
1.04
|
|
Discontinued operations
|
0.03
|
|
|
(0.02)
|
|
|
$
|
0.70
|
|
|
$
|
1.02
|
|
Diluted:
|
|
|
|
Continuing operations
|
$
|
0.67
|
|
|
$
|
1.04
|
|
Discontinued operations
|
0.03
|
|
|
(0.02)
|
|
|
$
|
0.70
|
|
|
$
|
1.02
|
|
During the three months ended March 31, 2021 and 2020, the Company repurchased and retired approximately — and 7 million shares of its common stock for $— and $321, respectively. During the three months ended March 31, 2021 and 2020, the Company withheld 0.5 and 0.7 million shares, respectively, for payments of employee withholding taxes related to the vesting of stock awards.
NOTE 13 STOCK-BASED COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Stock-based compensation:
|
|
|
|
Restricted stock units
|
$
|
11
|
|
|
$
|
15
|
|
Performance stock units
|
6
|
|
|
6
|
|
Other (1)
|
—
|
|
|
4
|
|
|
$
|
17
|
|
|
$
|
25
|
|
____________________________
(1)Other includes Goldcorp phantom restricted share units and Goldcorp performance share units. These awards have a cash settlement provision. The Company recognizes the liability and expense for these awards ratably over the requisite service period giving effect to the adjusted fair value at the end of each reporting period.
NOTE 14 FAIR VALUE ACCOUNTING
Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at March 31, 2021
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
5,518
|
|
|
$
|
5,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
108
|
|
|
108
|
|
|
—
|
|
|
—
|
|
Trade receivable from provisional concentrate sales, net
|
213
|
|
|
—
|
|
|
213
|
|
|
—
|
|
Marketable and other equity securities (Note 15) (1)
|
571
|
|
|
493
|
|
|
23
|
|
|
55
|
|
Restricted marketable debt securities (Note 15)
|
38
|
|
|
24
|
|
|
14
|
|
|
—
|
|
Contingent consideration assets
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
$
|
6,593
|
|
|
$
|
6,143
|
|
|
$
|
250
|
|
|
$
|
200
|
|
Liabilities:
|
|
|
|
|
|
|
|
Debt (2)
|
$
|
7,067
|
|
|
$
|
—
|
|
|
$
|
7,067
|
|
|
$
|
—
|
|
Diesel derivative contracts
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Cash-settled Goldcorp share awards
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
$
|
7,072
|
|
|
$
|
—
|
|
|
$
|
7,072
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at December 31, 2020
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
5,540
|
|
|
$
|
5,540
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
108
|
|
|
108
|
|
|
—
|
|
|
—
|
|
Trade receivable from provisional concentrate sales, net
|
379
|
|
|
—
|
|
|
379
|
|
|
—
|
|
Marketable and other equity securities (Note 15) (1)
|
682
|
|
|
604
|
|
|
25
|
|
|
53
|
|
Restricted marketable debt securities (Note 15)
|
38
|
|
|
24
|
|
|
14
|
|
|
—
|
|
Contingent consideration assets
|
119
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
$
|
6,866
|
|
|
$
|
6,276
|
|
|
$
|
418
|
|
|
$
|
172
|
|
Liabilities:
|
|
|
|
|
|
|
|
Debt (2)
|
$
|
7,586
|
|
|
$
|
—
|
|
|
$
|
7,586
|
|
|
$
|
—
|
|
Diesel derivative contracts
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Cash-settled Goldcorp share awards
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
$
|
7,597
|
|
|
$
|
—
|
|
|
$
|
7,597
|
|
|
$
|
—
|
|
____________________________
(1)Marketable equity securities includes warrants reported in the Maverix Metals Inc. equity method investment balance of $13 and $14 at March 31, 2021 and December 31, 2020, respectively.
(2)Debt is carried at amortized cost. The outstanding carrying value was $6,030 and $6,031 at March 31, 2021 and December 31, 2020, respectively. The fair value measurement of debt was based on an independent third-party pricing source.
The fair values of the derivative instruments in the table above are presented on a net basis. The gross amounts related to the fair value of the derivative instruments above are immaterial. All other fair value disclosures in the above table are presented on a gross basis.
The Company’s cash and cash equivalents and restricted cash (which includes restricted cash and cash equivalents) are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets and are primarily money market securities and U.S. Treasury securities.
The Company’s net trade receivables from provisional metal concentrate sales, which contain an embedded derivative and are subject to final pricing, are valued using quoted market prices based on forward curves for the particular metal. As the contracts themselves are not traded on an exchange, these receivables are classified within Level 2 of the fair value hierarchy.
The Company’s marketable and other equity securities without readily determinable fair values primarily consists of the Company’s ownership in MARA and warrants in publicly traded companies. The ownership in MARA is accounted for under the measurement alternative and is classified as a non-recurring Level 3 investment within the fair value hierarchy. Warrants are valued
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
using a Black-Scholes model using quoted market prices in active markets of the underlying securities. As the contracts themselves are not traded on the exchange, these equity securities are classified within Level 2 of the fair value hierarchy.
The Company’s restricted marketable debt securities are primarily U.S. government issued bonds and international bonds. The Company’s South American debt securities are classified within Level 1 of the fair value hierarchy, using published market prices of actively traded securities. The Company’s North American debt securities are classified within Level 2 of the fair value hierarchy as they are valued using pricing models which are based on prices of similar, actively traded securities.
The estimated fair value of the contingent consideration assets is determined using discounted cash flow models. The contingent consideration assets consist of financial instruments that meet the definition of a derivative, but are not designated for hedge accounting under ASC 815. The assets are classified within Level 3 of the fair value hierarchy. Increases in the discount rate will result in a decrease in the estimated fair value of the contingent consideration assets.
The Company’s derivative instruments consist of fixed forward contracts. These derivative instruments are valued using pricing models, and the Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, forward curves, measures of volatility, and correlations of such inputs. The Company’s derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
The Company’s liability-classified stock-based compensation awards consist of cash-settled Goldcorp share awards which become payable in cash on the vesting date. These awards are valued each reporting period based on the quoted Newmont stock price. As the awards themselves are not traded on the exchange, they are classified within Level 2 of the fair value hierarchy.
The following tables set forth a summary of the quantitative and qualitative information related to the significant observable and unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities at March 31, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
At March 31, 2021
|
|
Valuation technique
|
|
Significant input
|
|
Range, point estimate or average
|
Marketable and other equity securities
|
|
$
|
55
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
|
9.50
|
|
%
|
|
|
|
|
|
|
Long-term gold price
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
Long-term copper price
|
|
$
|
3.00
|
|
|
Contingent consideration assets
|
|
$
|
145
|
|
|
Discounted cash flow
|
|
Discount rate (1)
|
|
|
4.53 - 9.19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________________
(1)The weighted average discount rate used to calculate the Company’s contingent consideration assets is 7.91%. Various other inputs including, but not limited to, metal prices, production profiles and new mineralization discoveries were considered in determining the fair value of the individual contingent consideration assets.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
At December 31, 2020
|
|
Valuation technique
|
|
Significant input
|
|
Range, point estimate or average
|
Marketable and other equity securities
|
|
$
|
53
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
|
9.50
|
|
%
|
|
|
|
|
|
|
Long-term gold price
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
Long-term copper price
|
|
$
|
3.00
|
|
|
Contingent consideration assets
|
|
$
|
119
|
|
|
Discounted cash flow
|
|
Discount rate (1)
|
|
|
4.53 - 9.19
|
%
|
____________________________
(1)The weighted average discount rate used to calculate the Company’s contingent consideration assets is 7.63%. Various other inputs including, but not limited to, metal prices, production profiles and new mineralization discoveries were considered in determining the fair value of the individual contingent consideration assets.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
The following tables set forth a summary of changes in the fair value of the Company’s recurring Level 3 financial assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration assets(1)
|
|
Total assets
|
Fair value at December 31, 2020
|
|
$
|
119
|
|
|
$
|
119
|
|
Additions and settlements
|
|
—
|
|
|
—
|
|
Revaluation
|
|
26
|
|
|
26
|
|
|
|
|
|
|
Fair value at March 31, 2021
|
|
$
|
145
|
|
|
$
|
145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continental convertible debt(2)
|
|
Contingent consideration assets(3)
|
|
Total assets
|
|
Holt royalty obligation(4)
|
|
Total liabilities
|
Fair value at December 31, 2019
|
$
|
39
|
|
|
$
|
38
|
|
|
$
|
77
|
|
|
$
|
257
|
|
|
$
|
257
|
|
Additions and settlements
|
—
|
|
|
39
|
|
|
39
|
|
|
(3)
|
|
|
(3)
|
|
Revaluation
|
1
|
|
|
(1)
|
|
|
—
|
|
|
17
|
|
|
17
|
|
Sales
|
(40)
|
|
|
—
|
|
|
(40)
|
|
|
—
|
|
|
—
|
|
Fair value at March 31, 2020
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
76
|
|
|
$
|
271
|
|
|
$
|
271
|
|
____________________________
(1)The gain (loss) recognized on revaluation includes $26 that is included in Net income (loss) from discontinued operations.
(2)The gain recognized on revaluation is included in Other comprehensive income (loss). The gain recognized on sale is included in Gain on asset and investment sales, net.
(3)Additions of $39 relate to contingent consideration assets received from the sale of Red Lake. See Note 7 for additional information. The gain (loss) recognized on revaluation is included in Net income (loss) from discontinued operations.
(4)The gain (loss) recognized is included in Net income (loss) from discontinued operations.
During the third quarter 2020, the Company purchased the Holt option from Kirkland, which resulted in a downward revision to future production scenarios of the Holt mine to nil. The Company has the right to exercise the Holt option and acquire ownership to the mineral interests subject to the Holt royalty obligation in the event Kirkland intends to resume operations at the Holt mine. Kirkland has the right to assume the Company’s Holt royalty obligation at any time, in which case the Holt option would terminate. The net effect of the Holt option structure is that Kirkland cannot resume operations and process minerals subject to the Holt royalty obligation unless it also assumes the obligation.
The Company’s marketable debt securities for the period ended March 31, 2020, consisted of an unrestricted convertible debenture with Continental (the “Continental Convertible Debt”). The estimated fair value of the host debt instrument was determined using a discounted cash flow model, with an internally derived discount rate. It has been classified within Level 3 of the fair value hierarchy. In March 2020, the Company completed the sale of its interest in Continental, which included the convertible debenture. Refer to Note 7 for further information.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 15 INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Current:
|
|
|
|
Marketable equity securities
|
$
|
240
|
|
|
$
|
290
|
|
|
|
|
|
Non-current:
|
|
|
|
Marketable and other equity securities
|
$
|
318
|
|
|
$
|
378
|
|
|
|
|
|
Equity method investments:
|
|
|
|
Pueblo Viejo Mine (40.0%)
|
$
|
1,235
|
|
|
$
|
1,202
|
|
NuevaUnión Project (50.0%)
|
950
|
|
|
949
|
|
Norte Abierto Project (50.0%)
|
497
|
|
|
493
|
|
Maverix Metals Inc. (29.8%)
|
163
|
|
|
160
|
|
TMAC Resources, Inc. (—%)
|
—
|
|
|
13
|
|
Other
|
2
|
|
|
2
|
|
|
|
|
|
|
2,847
|
|
|
2,819
|
|
|
$
|
3,165
|
|
|
$
|
3,197
|
|
|
|
|
|
Non-current restricted investments: (1)
|
|
|
|
Marketable debt securities
|
$
|
38
|
|
|
$
|
38
|
|
Other assets
|
—
|
|
|
—
|
|
|
$
|
38
|
|
|
$
|
38
|
|
|
|
|
|
____________________________
(1)Non-current restricted investments are legally pledged for purposes of settling reclamation and remediation obligations and are included in Other non-current assets. For further information regarding these amounts, see Note 5.
Pueblo Viejo
As of March 31, 2021 and December 31, 2020, the Company had outstanding shareholder loans to Pueblo Viejo of $232 and $244, with accrued interest of $1 and $4, respectively, included in the Pueblo Viejo equity method investment. Additionally, the Company had an unfunded commitment to Pueblo Viejo in the form of a revolving loan facility ("Revolving Facility"). There were no borrowings outstanding under the Revolving Facility as of March 31, 2021.
The Company purchases its portion (40%) of gold and silver produced from Pueblo Viejo at market price and resells those ounces to third parties. Total payments made to Pueblo Viejo for gold and silver purchased were $171 and $157 for the three months ended March 31, 2021 and 2020, respectively. These purchases, net of subsequent sales, were included in Other income, net and the net amount is immaterial. There were no amounts due to or due from Pueblo Viejo for gold and silver purchases as of March 31, 2021 or December 31, 2020.
TMAC Resources, Inc.
During the first quarter of 2020, the Company recorded a non-cash other-than-temporary impairment charge of $93, in Other income, net related to TMAC. The impairment charge was calculated using quoted market prices as of March 31, 2020.
In February 2021, TMAC entered into an agreement to sell all of the company’s outstanding shares of TMAC to Agnico Eagle Mines Ltd ("Agnico") for cash consideration of $55. The carrying value of the Company's investment in TMAC was $13 resulting in a gain of $42, recognized in Gain on asset and investment sales, net.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 16 INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Materials and supplies
|
$
|
676
|
|
|
$
|
673
|
|
In-process
|
135
|
|
|
148
|
|
Concentrate (1)
|
50
|
|
|
39
|
|
Precious metals (2)
|
110
|
|
|
103
|
|
|
$
|
971
|
|
|
$
|
963
|
|
____________________________
(1)Concentrate includes gold, copper, silver, lead and zinc.
(2)Precious metals includes gold and silver doré.
NOTE 17 STOCKPILES AND ORE ON LEACH PADS
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Current:
|
|
|
|
Stockpiles
|
$
|
542
|
|
|
$
|
514
|
|
Ore on leach pads
|
348
|
|
|
313
|
|
|
$
|
890
|
|
|
$
|
827
|
|
Non-current:
|
|
|
|
Stockpiles
|
$
|
1,489
|
|
|
$
|
1,446
|
|
Ore on leach pads
|
257
|
|
|
259
|
|
|
$
|
1,746
|
|
|
$
|
1,705
|
|
Total:
|
|
|
|
Stockpiles
|
$
|
2,031
|
|
|
$
|
1,960
|
|
Ore on leach pads
|
605
|
|
|
572
|
|
|
$
|
2,636
|
|
|
$
|
2,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockpiles
|
|
Leach pads
|
|
At March 31,
2021
|
|
At December 31,
2020
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Stockpiles and ore on leach pads:
|
|
|
|
|
|
|
|
CC&V
|
$
|
15
|
|
|
$
|
19
|
|
|
$
|
224
|
|
|
$
|
226
|
|
|
|
|
|
|
|
|
|
Musselwhite
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Porcupine
|
18
|
|
|
12
|
|
|
—
|
|
|
—
|
|
Éléonore
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Peñasquito
|
333
|
|
|
307
|
|
|
—
|
|
|
—
|
|
Yanacocha
|
38
|
|
|
37
|
|
|
151
|
|
|
151
|
|
Merian
|
19
|
|
|
29
|
|
|
—
|
|
|
—
|
|
Cerro Negro
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Boddington
|
503
|
|
|
482
|
|
|
—
|
|
|
—
|
|
Tanami
|
12
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Ahafo
|
429
|
|
|
422
|
|
|
—
|
|
|
—
|
|
Akyem
|
135
|
|
|
138
|
|
|
—
|
|
|
—
|
|
Nevada Gold Mines
|
517
|
|
|
501
|
|
|
230
|
|
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,031
|
|
|
$
|
1,960
|
|
|
$
|
605
|
|
|
$
|
572
|
|
During the three months ended March 31, 2021, the Company recorded write-downs of $14 classified as a component of Costs applicable to sales and write-downs of $7 classified as components of Depreciation and amortization, to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. Of the write-downs during the three months ended March 31, 2021, $5 was related to CC&V and $16 to NGM.
During the three months ended March 31, 2020, the Company recorded write-downs of $24 and $9, classified as a component of Costs applicable to sales and Depreciation and amortization, respectively, to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. Of the write-downs during the three months ended March 31, 2020, $24 was related to Yanacocha and $9 to NGM.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 18 DEBT
Scheduled minimum debt repayments are as follows:
|
|
|
|
|
|
Year Ending December 31,
|
|
2021 (for the remainder of 2021)
|
$
|
550
|
|
2022
|
492
|
|
2023
|
414
|
|
2024
|
—
|
|
2025
|
—
|
|
Thereafter
|
4,624
|
|
|
$
|
6,080
|
|
In March 2021, the Company entered into an agreement to amend certain terms of the existing $3,000, revolving credit agreement dated April 4, 2019. Per the amendment, the expiration date of the credit facility was extended to March 30, 2026. The interest rate on the credit facility was amended to include a margin adjustment based on the Company’s environment, social and governance (“ESG”) scores. The maximum adjustment resulting from the ESG scores is plus or minus 0.05%. Facility fees vary based on the credit ratings of the Company’s senior, uncollateralized, non-current debt. Debt covenants under the amendment are substantially the same as the existing credit agreement. At March 31, 2021, the Company had no borrowings outstanding under the facility.
In April 2021, the Company fully redeemed all of the outstanding 3.625% Senior Notes due June 2021 (“2021 Notes”). The redemption price of $557 equaled the principal amount of the outstanding 2021 Notes plus accrued and unpaid interest in accordance with the terms of the 2021 Notes. Interest on the 2021 Notes ceased to accrue on the date of redemption.
NOTE 19 OTHER LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Other current liabilities:
|
|
|
|
Accrued operating costs
|
$
|
275
|
|
|
$
|
285
|
|
Reclamation and remediation liabilities
|
214
|
|
|
214
|
|
Accrued capital expenditures
|
106
|
|
|
144
|
|
Taxes other than income and mining
|
93
|
|
|
48
|
|
Accrued interest
|
85
|
|
|
61
|
|
Silver streaming agreement
|
82
|
|
|
67
|
|
Galore Creek deferred payments
|
74
|
|
|
73
|
|
Royalties
|
66
|
|
|
70
|
|
Payables to joint venture partners (1)
|
63
|
|
|
94
|
|
Norte Abierto deferred payments
|
33
|
|
|
33
|
|
Deposit on Kalgoorlie power business option
|
23
|
|
|
23
|
|
Operating leases
|
17
|
|
|
17
|
|
|
|
|
|
Other
|
36
|
|
|
53
|
|
|
$
|
1,167
|
|
|
$
|
1,182
|
|
|
|
|
|
Other non-current liabilities:
|
|
|
|
Income and mining taxes (2)
|
$
|
381
|
|
|
$
|
382
|
|
Norte Abierto deferred payments
|
122
|
|
|
123
|
|
Operating leases
|
78
|
|
|
91
|
|
Social development and community obligations
|
49
|
|
|
51
|
|
Galore Creek deferred payments
|
23
|
|
|
23
|
|
|
|
|
|
Other
|
33
|
|
|
29
|
|
|
$
|
686
|
|
|
$
|
699
|
|
____________________________
(1)Payables to joint venture partners at March 31, 2021 and December 31, 2020 consists of the Company’s proportionate share of total amounts due to (from) NGM for gold and silver purchased, the transition agreement services provided, and CC&V toll milling.
(2)Income and mining taxes at March 31, 2021 and December 31, 2020 includes unrecognized tax benefits, including penalties and interest of $368 and $367, respectively.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 20 RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gain (Loss) on Investment Securities, net
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Post-retirement Benefit Adjustments
|
|
Unrealized Gain (Loss) on Cash flow Hedge Instruments
|
|
Total
|
Balance at December 31, 2020
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
(237)
|
|
|
$
|
(96)
|
|
|
$
|
(216)
|
|
Net current-period other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
Gain (loss) in other comprehensive income (loss) before reclassifications
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
3
|
|
(Gain) loss reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
6
|
|
|
2
|
|
|
8
|
|
Other comprehensive income (loss)
|
—
|
|
|
2
|
|
|
6
|
|
|
3
|
|
|
11
|
|
Balance at March 31, 2021
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
(231)
|
|
|
$
|
(93)
|
|
|
$
|
(205)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Condensed Consolidated Statements of Operations
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
2021
|
|
2020
|
|
|
Marketable debt securities adjustments:
|
|
|
|
|
|
|
Sale of marketable debt securities
|
|
$
|
—
|
|
|
$
|
(5)
|
|
|
Gain on asset and investment sales, net
|
|
|
|
|
|
|
|
Total before tax
|
|
—
|
|
|
(5)
|
|
|
|
Tax
|
|
—
|
|
|
—
|
|
|
|
Net of tax
|
|
$
|
—
|
|
|
$
|
(5)
|
|
|
|
|
|
|
|
|
|
|
Pension and other post-retirement benefit adjustments:
|
|
|
|
|
|
|
Amortization
|
|
$
|
7
|
|
|
$
|
6
|
|
|
Other income, net
|
|
|
|
|
|
|
|
Total before tax
|
|
7
|
|
|
6
|
|
|
|
Tax
|
|
(1)
|
|
|
(1)
|
|
|
|
Net of tax
|
|
$
|
6
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
Hedge instruments adjustments:
|
|
|
|
|
|
|
Interest rate contracts
|
|
$
|
2
|
|
|
$
|
11
|
|
|
Interest expense, net (1)
|
Operating cash flow hedges
|
|
—
|
|
|
—
|
|
|
Costs applicable to sales
|
|
|
|
|
|
|
|
Total before tax
|
|
2
|
|
|
11
|
|
|
|
Tax
|
|
—
|
|
|
(2)
|
|
|
|
Net of tax
|
|
$
|
2
|
|
|
$
|
9
|
|
|
|
Total reclassifications for the period, net of tax
|
|
$
|
8
|
|
|
$
|
9
|
|
|
|
____________________________
(1)$8 was reclassified to Other income, net as a result of the tender offers during the first quarter of 2020.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 21 NET CHANGE IN OPERATING ASSETS AND LIABILITIES
Net cash provided by (used in) operating activities of continuing operations attributable to the net change in operating assets and liabilities is composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2021
|
|
2020
|
Decrease (increase) in operating assets:
|
|
|
|
Trade and other receivables
|
$
|
228
|
|
|
$
|
300
|
|
Inventories, stockpiles and ore on leach pads
|
(97)
|
|
|
(87)
|
|
Other assets
|
(38)
|
|
|
5
|
|
Increase (decrease) in operating liabilities:
|
|
|
|
Accounts payable
|
(86)
|
|
|
(53)
|
|
Reclamation and remediation liabilities
|
(21)
|
|
|
(20)
|
|
Other accrued liabilities
|
(311)
|
|
|
(118)
|
|
|
$
|
(325)
|
|
|
$
|
27
|
|
NOTE 22 COMMITMENTS AND CONTINGENCIES
General
Estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Operating Segments
The Company’s operating and reportable segments are identified in Note 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described herein are included in Corporate and Other. The Yanacocha matters relate to the South America reportable segment. The Newmont Ghana Gold and Newmont Golden Ridge matters relate to the Africa reportable segment. The Mexico tax matters relate to the North America reportable segment.
Environmental Matter
Refer to Note 5 for further information regarding reclamation and remediation. Details about one significant matter are discussed below.
Dawn Mining Company LLC (“Dawn”) - 58.19% Newmont Owned
Midnite mine site and Dawn mill site. Dawn previously leased an open pit uranium mine, currently inactive, on the Spokane Indian Reservation in the State of Washington. The mine site is subject to regulation by agencies of the U.S. Department of Interior (the Bureau of Indian Affairs and the Bureau of Land Management), as well as the U.S. Environmental Protection Agency (“EPA”).
As per the Consent Decree approved by the U.S. District Court for the Eastern District of Washington on January 17, 2012, the following actions were required of Newmont, Dawn, the Department of the Interior and the EPA: (i) Newmont and Dawn would design, construct and implement the cleanup plan selected by the EPA in 2006 for the Midnite mine site; (ii) Newmont and Dawn would reimburse the EPA for its past costs associated with overseeing the work; (iii) the Department of the Interior would contribute a lump sum amount toward past EPA costs and future costs related to the cleanup of the Midnite mine site; (iv) Newmont and Dawn would be responsible for all future EPA oversight costs and Midnite mine site cleanup costs; and (v) Newmont would post a surety bond for work at the site.
During 2012, the Department of Interior contributed its share of past EPA costs and future costs related to the cleanup of the Midnite mine site in a lump sum payment of $42, which Newmont classified as restricted assets with interest on the Consolidated Balance Sheets for all periods presented. In 2016, Newmont completed the remedial design process (with the exception of the new water treatment plant (“WTP”) design which was awaiting the approval of the new National Pollutant Discharge Elimination System (“NPDES”) permit). Subsequently, the new NPDES permit was received in 2017 and the WTP design commenced in 2018. Newmont managed the remediation project during the 2020 construction season, but due to the pandemic, activities were limited to those that could be done in compliance with COVID-19 restrictions.
The Dawn mill site is regulated by the Washington Department of Health and is in the process of being closed. Remediation at the Dawn mill site began in 2013. The Tailing Disposal Area 1-4 reclamation earthworks component was completed during 2017 with
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
the embankment erosion protection completed in the second quarter of 2018. The remaining closure activity will consist primarily of addressing groundwater issues and evaporating the remaining balance of process water on site.
The remediation liability for the Midnite mine site and Dawn mill site is approximately $175 at March 31, 2021.
Other Legal Matters
Minera Yanacocha S.R.L. - 51.35% Newmont Owned
Administrative Actions. The Peruvian government agency responsible for environmental evaluation and inspection, Organismo Evaluación y Fiscalización Ambiental (“OEFA”), conducts periodic reviews of the Yanacocha site. From 2011 to the first quarter of 2021, OEFA issued notices of alleged violations of OEFA standards to Yanacocha and Conga relating to past inspections. The water authority that is in charge of supervising the proper water administration has also issued notices of alleged regulatory violations in previous years. The experience with OEFA and the water authority is that in the case of a finding of violation, remedial action is often the outcome rather than a significant fine. The alleged OEFA violations currently active range from zero to 3,423 units and the water authority alleged violations range from zero to 10 units, with each unit having a potential fine equivalent to approximately $.001214 based on current exchange rates, with a total potential fine amount for outstanding matters of $— to $4.17. Yanacocha is responding to all notices of alleged violations, but cannot reasonably predict the outcome of the agency allegations.
Conga Project Constitutional Claim. On October 18, 2012, Marco Antonio Arana Zegarra filed a constitutional claim against the Ministry of Energy and Mines and Yanacocha requesting the Court to order the suspension of the Conga project as well as to declare not applicable the October 27, 2010, directorial resolution approving the Conga project Environmental Impact Assessment (“EIA”). On October 23, 2012, a Cajamarca judge dismissed the claims based on formal grounds finding that: (i) plaintiffs had not exhausted previous administrative proceedings; (ii) the directorial resolution approving the Conga EIA is valid, and was not challenged when issued in the administrative proceedings; (iii) there was inadequate evidence to conclude that the Conga project is a threat to the constitutional right of living in an adequate environment; and (iv) the directorial resolution approving the Conga project EIA does not guarantee that the Conga project will proceed, so there was no imminent threat to be addressed by the Court. The plaintiffs appealed the dismissal of the case. The Civil Court of the Superior Court of Cajamarca confirmed the above mentioned resolution and the plaintiff presented an appeal. On March 13, 2015, the Constitutional Court published its ruling stating that the case should be sent back to the first court with an order to formally admit the case and start the judicial process in order to review the claim and the proofs presented by the plaintiff. Yanacocha has answered the claim. Neither the Company nor Yanacocha can reasonably predict the outcome of this litigation.
Yanacocha Tax Dispute. In 2000, Yanacocha paid Buenaventura and Minas Conga S.R.L. a total of $29 to assume their respective contractual positions in mining concession agreements with Chaupiloma Dos de Cajamarca S.M.R.L. The contractual rights allowed Yanacocha the opportunity to conduct exploration on the concessions, but were not a purchase of the concessions. The tax authority alleged that the payments to Buenaventura and Minas Conga S.R.L. were acquisitions of mining concessions requiring the amortization of the amounts under the Peru Mining Law over the life of the mine. Yanacocha expensed the amounts at issue in the initial year since the payments were not for the acquisition of a concession but rather these expenses represented the payment of an intangible and therefore, were amortizable in a single year or proportionally for up to ten years according to Income Tax Law. In 2010, the tax court in Peru ruled in favor of Yanacocha and the tax authority appealed the issue to the judiciary. The first appellate court confirmed the ruling of the tax court in favor of Yanacocha. However, in November 2015, a Superior Court in Peru made an appellate decision overturning the two prior findings in favor of Yanacocha. Yanacocha appealed the Superior Court ruling to the Peru Supreme Court. In January 2019, the Peru Supreme Court issued notice that three judges supported the position of the tax authority and two judges supported the position of Yanacocha. Because four votes are required for a final decision, an additional judge was selected to issue a decision and the parties conducted oral arguments in April 2019. In February 2020, the additional judge ruled in favor of the tax authority, finalizing a decision of the Peru Supreme Court against Yanacocha. As a result of the decision, the company has recognized the amount of $29. However, Yanacocha filed two constitutional actions in 2020, objecting to potential excessive interest and duplicity of criteria of up to $60 and $81, respectively. In March 2021, in one of the constitutional actions, Yanacocha’s request for an injunction to suspend the collection of interest was denied. The matter was sent back to the tax authority, which issued a resolution with an update of the total amount due of approximately $87. Yanacocha is evaluating whether to object to the tax authority’s resolution. It is not possible to fully predict the outcome of this litigation.
NWG Investments Inc. v. Fronteer Gold Inc.
In April 2011, Newmont acquired Fronteer Gold Inc. (“Fronteer”).
Fronteer acquired NewWest Gold Corporation (“NewWest Gold”) in September 2007. At the time of that acquisition, NWG Investments Inc. (“NWG”) owned approximately 86% of NewWest Gold and an individual named Jacob Safra owned or controlled 100% of NWG. Prior to its acquisition of NewWest Gold, Fronteer entered into a June 2007 lock-up agreement with NWG providing that, among other things, NWG would support Fronteer’s acquisition of NewWest Gold. At that time, Fronteer owned approximately 47% of Aurora Energy Resources Inc. (“Aurora”), which, among other things, had a uranium exploration project in Labrador, Canada.
NWG contends that, during the negotiations leading up to the lock-up agreement, Fronteer represented to NWG, among other things, that Aurora would commence uranium mining in Labrador by 2013, that this was a firm date, that Aurora faced no current
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
environmental issues in Labrador and that Aurora’s competitors faced delays in commencing uranium mining. NWG further contends that it entered into the lock-up agreement and agreed to support Fronteer’s acquisition of NewWest Gold in reliance upon these purported representations. On October 11, 2007, less than three weeks after the Fronteer-NewWest Gold transaction closed, a member of the Nunatsiavut Assembly introduced a motion calling for the adoption of a moratorium on uranium mining in Labrador. On April 8, 2008, the Nunatsiavut Assembly adopted a three-year moratorium on uranium mining in Labrador. NWG contends that Fronteer was aware during the negotiations of the NWG/Fronteer lock-up agreement that the Nunatsiavut Assembly planned on adopting this moratorium and that its adoption would preclude Aurora from commencing uranium mining by 2013, but Fronteer nonetheless fraudulently induced NWG to enter into the lock-up agreement.
On September 24, 2012, NWG served a summons and complaint on the Company, and then amended the complaint to add Newmont Canada Holdings ULC as a defendant. The complaint also named Fronteer Gold Inc. and Mark O’Dea as defendants. The complaint sought rescission of the merger between Fronteer and NewWest Gold and $750 in damages. In August 2013 the Supreme Court of New York, New York County issued an order granting the defendants’ motion to dismiss on forum non conveniens. Subsequently, NWG filed a notice of appeal of the decision and then a notice of dismissal of the appeal on March 24, 2014.
On February 26, 2014, NWG filed a lawsuit in Ontario Superior Court of Justice against Fronteer Gold Inc., Newmont Mining Corporation, Newmont Canada Holdings ULC, Newmont FH B.V. and Mark O’Dea. The Ontario complaint is based upon substantially the same allegations contained in the New York lawsuit with claims for fraudulent and negligent misrepresentation. NWG seeks disgorgement of profits since the close of the NWG deal on September 24, 2007 and damages in the amount of C$1,200. Newmont, along with other defendants, served the plaintiff with its statement of defense on October 17, 2014. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.
Newmont Ghana Gold Limited and Newmont Golden Ridge Limited - 100% Newmont Owned
On December 24, 2018, two individual plaintiffs, who are members of the Ghana Parliament (“Plaintiffs”), filed a writ to invoke the original jurisdiction of the Supreme Court of Ghana. On January 16, 2019, Plaintiffs filed the Statement of Plaintiff’s Case outlining the details of the Plaintiff’s case and subsequently served Newmont Ghana Gold Limited (“NGGL”) and Newmont Golden Ridge Limited (“NGRL”) along with the other named defendants, the Attorney General of Ghana, the Minerals Commission of Ghana and 33 other mining companies with interests in Ghana. The Plaintiffs allege that under article 268 of the 1992 Constitution of Ghana that the mining company defendants are not entitled to carry out any exploitation of minerals or other natural resources in Ghana, unless their respective transactions, contracts or concessions are ratified or exempted from ratification by the Parliament of Ghana. Newmont’s current mining leases are both ratified by Parliament; NGGL June 13, 2001 mining lease, ratified by Parliament on October 21, 2008, and NGRL January 19, 2010 mining lease; ratified by Parliament on December 3, 2015. The writ alleges that any mineral exploitation prior to Parliament ratification is unconstitutional. The Plaintiffs seek several remedies including: (i) a declaration as to the meaning of constitutional language at issue; (ii) an injunction precluding exploitation of minerals for any mining company without prior Parliament ratification; (iii) a declaration that all revenue as a result of violation of the Constitution shall be accounted for and recovered via cash equivalent; and (iv) an order that the Attorney General and Minerals Commission submit all un-ratified mining leases, undertakings or contracts to Parliament for ratification. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.
Goldcorp, Inc. 100% Newmont Owned
Shareholder Action. On October 28, 2016 and February 14, 2017, separate proposed class actions were commenced in the Ontario Superior Court of Justice pursuant to the Class Proceedings Act (Ontario) against the Company and certain of its current and former officers. Both statement of claims alleged common law negligent misrepresentation in Goldcorp, Inc.’s public disclosure concerning the Peñasquito mine and also pleaded an intention to seek leave from the Court to proceed with an allegation of statutory misrepresentation pursuant to the secondary market civil liability provisions under the Securities Act (Ontario). By a consent order, the latter lawsuit proceeded, and the former action has been stayed. The active lawsuit purports to be brought on behalf of persons who acquired Goldcorp Inc.’s securities in the secondary market during an alleged class period from October 30, 2014 to August 23, 2016. An amended complaint has been filed in the active lawsuit, which removes the individual defendants, and requests leave of the Court to pursue only the statutory cause of action. The Company intends to vigorously defend this matter, but cannot reasonably predict the outcome.
Mexico Tax Matters
Tax Reassessment from Mexican Tax Authority. During 2016, the Mexican Tax Authority issued reassessment notices to several of Goldcorp, Inc.’s Mexican subsidiaries. Topics under dispute generally involve transfer pricing, deductibility of mine stripping costs, and gain recognized on certain asset sales. The Company has made significant progress in reaching resolution with the Mexican Tax Authority on these matters. In the second quarter of 2019, a number of issues were settled, resulting in a $96 payment, which was fully accrued in the financial statements. In the first quarter of 2020, further settlement was reached for an immaterial amount, with dialogue continuing in an effort to resolve the outstanding reassessment. Additionally, the Company continues to work through several audits in which observation letters have been received from the Mexican Tax Authority. The outcome of the remaining disputes is not readily determinable but could have a material impact on the Company. The Company believes that its tax positions are valid and intends to vigorously defend its tax filing positions.
NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
State of Zacatecas’ Ecological Tax. In December 2016, the State of Zacatecas in Mexico approved new environmental taxes that became effective January 1, 2017. Certain operations at the Company’s Peñasquito mine may be subject to these taxes. Payments are due monthly in arrears with the first payment due on February 17, 2017. The Company believes that there is no legal basis for the taxes and filed legal claims challenging their constitutionality and legality on March 9, 2017. Other companies similarly situated also filed legal claims against the taxes. The Mexican federal government also filed a claim before the National Supreme Court against the State of Zacatecas challenging whether the State of Zacatecas had the constitutional authority to implement the taxes. On February 11, 2019, the National Supreme Court of Mexico ruled that the State of Zacatecas has the constitutional authority to implement environmental taxes, and that ruling was not subject to appeal. The Company’s case continued, and although there was an initial ruling in favor of the Company, this ruling was appealed by the local tax authorities. On October 15, 2019, the First Collegiate Circuit Court of the Auxiliary Center of the Eleventh Region reversed the favorable ruling (except with respect to one issue, which was affirmed in the Company’s favor). While the First Collegiate Circuit Court’s ruling is not subject to further appeal and the Company currently has no legal challenges active with the Mexican courts, it is not possible to precisely calculate the environmental taxes given that: (a) the legislation is broadly worded and despite the years of inquiries, the State of Zacatecas has not put forward any guidance on how the tax would be levied; and (b) certain claims by other companies similarly situated are still being resolved by the Supreme Court, the results of which may change the taxes payable by the Company. The Company, along with other companies in the State of Zacatecas, is continuing to meet with governmental authorities to understand how the environmental tax would be levied. In the first quarter of 2021, the Company and the State of Zacatecas reached an agreement in principle for the Company to pay $29 for the taxes in dispute related to tax years 2017-2020, and also arrived at a formula for the payments for tax years 2021-2024, with an agreed-upon basis for the extraction, storage activities, and gas emissions for such years.
Other Commitments and Contingencies
Newmont is from time to time involved in various legal proceedings related to its business. Except in the above described proceedings, management does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition or results of operations.
In connection with our investment in Galore Creek, Newmont will owe NovaGold Resources Inc. $75 upon the earlier of approval to construct a mine, mill and all related infrastructure for the Galore Creek project or the initiation of construction of a mine, mill or any related infrastructure. The amount due is non-interest bearing. The decision for an approval and commencement of construction is contingent on the results of a prefeasibility and feasibility study, neither of which have occurred. As such, this amount has not been accrued.
Deferred payments to Barrick of $155 and $156 as of March 31, 2021 and December 31, 2020, respectively, are to be satisfied through funding a portion of Barrick’s share of project expenditures at the Norte Abierto project. These deferred payments to Barrick are included in Other current liabilities and Other non-current liabilities.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share, per ounce and per pound amounts)
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Corporation, a Delaware corporation, and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). We use certain non-GAAP financial measures in our MD&A. For a detailed description of each of the non-GAAP measures used in this MD&A, please see the discussion under “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
This item should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on February 18, 2021.
Overview
Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies. We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy. In 2020, for the sixth year in a row, Newmont was ranked as the mining and metal sector's top gold miner by the SAM S&P Corporate Sustainability Assessment. Newmont was ranked the top miner in June 2020 in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on environmental, social and governance ("ESG") transparency and performance. We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. We have significant operations and/or assets in the United States (“U.S.”), Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana.
During the first half of 2020, the COVID-19 outbreak escalated to a global pandemic, which has had varying impacts in the jurisdictions in which we operate. In response, the Company temporarily placed five sites into care and maintenance late in the first quarter of 2020. As of March 31, 2021, all sites were fully operational, with the exception of Cerro Negro that continues to focus on returning operations to full capacity while managing ongoing COVID-related impacts.
Refer to the “First Quarter 2021 Highlights”, “Results of Consolidated Operations”, “Liquidity and Capital Resources”, “Non-GAAP Financial Measures” and “Accounting Developments” for further information about the impacts of the COVID-19 pandemic on the Company.
In March 2021, the Company entered into a binding agreement with GT Gold Corp. ("GT Gold") to acquire the remaining 85.1% of common shares of GT Gold not already owned by Newmont. Under the terms of the arrangement, Newmont will acquire each remaining GT Gold share at a price of C$3.25, for estimated cash consideration of $313. The transaction is expected to close in the second quarter of 2021.
In March 2020, we completed the sale of our Red Lake complex in Ontario, Canada, previously included as part of the Company’s North America segment. As the sale was completed on March 31, 2020, results for Red Lake for the three months ended March 31, 2020 are included within the discussion below; there are no results for the three months ended March 31, 2021 included herein.
For further information on asset sales, see Note 7 to the Condensed Consolidated Financial Statements.
We continue to focus on improving safety and efficiency at our operations, maintaining leading environmental, social and governance practices, and sustaining our global portfolio of longer-life, lower cost mines to generate the financial flexibility we need to strategically reinvest in the business, strengthen the Company’s investment-grade balance sheet and return cash to shareholders.
Consolidated Financial Results
The details of our Net income (loss) from continuing operations attributable to Newmont stockholders are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
Increase
(decrease)
|
|
|
|
2021
|
|
2020
|
|
|
Net income (loss) from continuing operations attributable to Newmont stockholders
|
$
|
538
|
|
|
$
|
837
|
|
|
$
|
(299)
|
|
|
|
Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted
|
$
|
0.67
|
|
|
$
|
1.04
|
|
|
$
|
(0.37)
|
|
|
|
The decrease in Net income (loss) from continuing operations attributable to Newmont stockholders for the three months ended March 31, 2021, compared to the same period in 2020, is primarily due to lower Gain on asset and investment sales, net in 2021 due to the sales of Kalgoorlie, Continental Gold, Inc. ("Continental") and Red Lake in 2020, higher income tax expense and lower sales volumes in 2021, partially offset by higher realized metal prices in 2021 and the impairment charge of TMAC Resources, Inc. ("TMAC") and charges from debt extinguishment in 2020.
The details of our Sales are set forth below. See Note 4 to our Condensed Consolidated Financial Statements for additional information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
Increase
(decrease)
|
|
Percent
Change
|
|
2021
|
|
2020
|
|
|
Gold
|
$
|
2,482
|
|
|
$
|
2,321
|
|
|
$
|
161
|
|
|
7
|
%
|
Copper
|
52
|
|
|
21
|
|
|
31
|
|
|
148
|
|
Silver
|
168
|
|
|
123
|
|
|
45
|
|
|
37
|
|
Lead
|
44
|
|
|
39
|
|
|
5
|
|
|
13
|
|
Zinc
|
126
|
|
|
77
|
|
|
49
|
|
|
64
|
|
|
$
|
2,872
|
|
|
$
|
2,581
|
|
|
$
|
291
|
|
|
11
|
%
|
The following analysis summarizes consolidated sales for the three months ended March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021
|
|
Gold
|
|
Copper
|
|
Silver
|
|
Lead
|
|
Zinc
|
|
(ounces)
|
|
(pounds)
|
|
(ounces)
|
|
(pounds)
|
|
(pounds)
|
Consolidated sales:
|
|
|
|
|
|
|
|
|
|
Gross before provisional pricing and streaming impact
|
$
|
2,523
|
|
|
$
|
48
|
|
|
$
|
163
|
|
|
$
|
59
|
|
|
$
|
151
|
|
Provisional pricing mark-to-market
|
(28)
|
|
|
5
|
|
|
—
|
|
|
(13)
|
|
|
—
|
|
Silver streaming amortization
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
Gross after provisional pricing and streaming impact
|
2,495
|
|
|
53
|
|
|
184
|
|
|
46
|
|
|
151
|
|
Treatment and refining charges
|
(13)
|
|
|
(1)
|
|
|
(16)
|
|
|
(2)
|
|
|
(25)
|
|
Net
|
$
|
2,482
|
|
|
$
|
52
|
|
|
$
|
168
|
|
|
$
|
44
|
|
|
$
|
126
|
|
Consolidated ounces (thousands)/ pounds (millions) sold
|
1,417
|
|
|
12
|
|
|
8,531
|
|
|
50
|
|
|
119
|
|
Average realized price (per ounce/pound): (1)
|
|
|
|
|
|
|
|
|
|
Gross before provisional pricing and streaming impact
|
$
|
1,780
|
|
|
$
|
3.94
|
|
|
$
|
19.15
|
|
|
$
|
1.18
|
|
|
$
|
1.27
|
|
Provisional pricing mark-to-market
|
(20)
|
|
|
0.36
|
|
|
0.05
|
|
|
(0.27)
|
|
|
—
|
|
Silver streaming amortization
|
—
|
|
|
—
|
|
|
2.44
|
|
|
—
|
|
|
—
|
|
Gross after provisional pricing and streaming impact
|
1,760
|
|
|
4.30
|
|
|
21.64
|
|
|
0.91
|
|
|
1.27
|
|
Treatment and refining charges
|
(9)
|
|
|
(0.10)
|
|
|
(1.91)
|
|
|
(0.03)
|
|
|
(0.21)
|
|
Net
|
$
|
1,751
|
|
|
$
|
4.20
|
|
|
$
|
19.73
|
|
|
$
|
0.88
|
|
|
$
|
1.06
|
|
____________________________
(1)Per ounce/pound measures may not recalculate due to rounding.
The following analysis summarizes consolidated sales for the three months ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|
Gold
|
|
Copper
|
|
Silver
|
|
Lead
|
|
Zinc
|
|
(ounces)
|
|
(pounds)
|
|
(ounces)
|
|
(pounds)
|
|
(pounds)
|
Consolidated sales:
|
|
|
|
|
|
|
|
|
|
Gross before provisional pricing and streaming impact
|
$
|
2,316
|
|
|
$
|
34
|
|
|
$
|
118
|
|
|
$
|
50
|
|
|
$
|
120
|
|
Provisional pricing mark-to-market
|
12
|
|
|
(11)
|
|
|
(9)
|
|
|
(2)
|
|
|
(13)
|
|
Silver streaming amortization
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
Gross after provisional pricing and streaming impact
|
2,328
|
|
|
23
|
|
|
130
|
|
|
48
|
|
|
107
|
|
Treatment and refining charges
|
(7)
|
|
|
(2)
|
|
|
(7)
|
|
|
(9)
|
|
|
(30)
|
|
Net
|
$
|
2,321
|
|
|
$
|
21
|
|
|
$
|
123
|
|
|
$
|
39
|
|
|
$
|
77
|
|
Consolidated ounces (thousands)/ pounds (millions) sold
|
1,460
|
|
|
13
|
|
|
8,678
|
|
|
60
|
|
|
124
|
|
Average realized price (per ounce/pound): (1)
|
|
|
|
|
|
|
|
|
|
Gross before provisional pricing and streaming impact
|
$
|
1,587
|
|
|
$
|
2.48
|
|
|
$
|
13.59
|
|
|
$
|
0.83
|
|
|
$
|
0.97
|
|
Provisional pricing mark-to-market
|
9
|
|
|
(0.81)
|
|
|
(1.00)
|
|
|
(0.03)
|
|
|
(0.11)
|
|
Silver streaming amortization
|
—
|
|
|
—
|
|
|
2.39
|
|
|
—
|
|
|
—
|
|
Gross after provisional pricing and streaming impact
|
1,596
|
|
|
1.67
|
|
|
14.98
|
|
|
0.80
|
|
|
0.86
|
|
Treatment and refining charges
|
(5)
|
|
|
(0.11)
|
|
|
(0.85)
|
|
|
(0.16)
|
|
|
(0.24)
|
|
Net
|
$
|
1,591
|
|
|
$
|
1.56
|
|
|
$
|
14.13
|
|
|
$
|
0.64
|
|
|
$
|
0.62
|
|
____________________________
(1)Per ounce/pound measures may not recalculate due to rounding.
The change in consolidated sales is due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2021 vs. 2020
|
|
Gold
|
|
Copper
|
|
Silver
|
|
Lead
|
|
Zinc
|
|
(ounces)
|
|
(pounds)
|
|
(ounces)
|
|
(pounds)
|
|
(pounds)
|
Increase (decrease) in consolidated ounces/pounds sold
|
$
|
(68)
|
|
|
$
|
(3)
|
|
|
$
|
(3)
|
|
|
$
|
(8)
|
|
|
$
|
(4)
|
|
Increase (decrease) in average realized price
|
235
|
|
|
33
|
|
|
57
|
|
|
6
|
|
|
48
|
|
Decrease (increase) in treatment and refining charges
|
(6)
|
|
|
1
|
|
|
(9)
|
|
|
7
|
|
|
5
|
|
|
$
|
161
|
|
|
$
|
31
|
|
|
$
|
45
|
|
|
$
|
5
|
|
|
$
|
49
|
|
The increase in gold sales during the three months ended March 31, 2021, compared to the same period in 2020, is primarily due to higher average realized gold prices, partially offset by lower sales volumes.
The increases in copper, silver, lead and zinc sales during the three months ended March 31, 2021, compared to the same period in 2020, are primarily due to higher average realized metal prices.
For further discussion regarding changes in volumes, see Results of Consolidated Operations below.
The details of our Costs applicable to sales are set forth below. See Note 3 to our Condensed Consolidated Financial Statements for additional information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
Increase
(decrease)
|
|
Percent
Change
|
|
2021
|
|
2020
|
|
|
Gold
|
$
|
1,065
|
|
|
$
|
1,140
|
|
|
$
|
(75)
|
|
|
(7)
|
%
|
Copper
|
27
|
|
|
25
|
|
|
2
|
|
|
8
|
|
Silver
|
75
|
|
|
68
|
|
|
7
|
|
|
10
|
|
Lead
|
19
|
|
|
26
|
|
|
(7)
|
|
|
(27)
|
|
Zinc
|
61
|
|
|
73
|
|
|
(12)
|
|
|
(16)
|
|
|
$
|
1,247
|
|
|
$
|
1,332
|
|
|
$
|
(85)
|
|
|
(6)
|
%
|
The decrease in Costs applicable to sales for gold during the three months ended March 31, 2021, compared to the same period in 2020, are primarily due to the sale of Red Lake during 2020 and lower sales volumes at (i) Yanacocha as a result of lower leach pad production and lower mill throughput due to ramp down of the mill and (ii) Cerro Negro due to limited ore availability from the mine as a result of the impact of COVID-19.
Costs applicable to sales for copper remained consistent during the three months ended March 31, 2021, compared to the same period in 2020.
The increase in Costs applicable to sales for silver during the three months ended March 31, 2021, compared to the same period in 2020, is primarily due to a higher co-product allocation of costs at Peñasquito.
The decreases in Costs applicable to sales for lead and zinc during the three months ended March 31, 2021, compared to the same periods in 2020, are primarily due to lower sales volumes and a lower co-product allocation of costs at Peñasquito.
For discussion regarding variations in operations, see Results of Consolidated Operations below.
The details of our Depreciation and amortization are set forth below. See Note 3 to our Condensed Consolidated Financial Statements for additional information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
Increase
(decrease)
|
|
Percent
Change
|
|
2021
|
|
2020
|
|
|
Gold
|
$
|
456
|
|
|
$
|
463
|
|
|
$
|
(7)
|
|
|
(2)
|
%
|
Copper
|
4
|
|
|
5
|
|
|
(1)
|
|
|
(20)
|
|
Silver
|
41
|
|
|
33
|
|
|
8
|
|
|
24
|
|
Lead
|
10
|
|
|
13
|
|
|
(3)
|
|
|
(23)
|
|
Zinc
|
29
|
|
|
35
|
|
|
(6)
|
|
|
(17)
|
|
Other
|
13
|
|
|
16
|
|
|
(3)
|
|
|
(19)
|
|
|
$
|
553
|
|
|
$
|
565
|
|
|
$
|
(12)
|
|
|
(2)
|
%
|
The decrease in Depreciation and amortization for gold during the three months ended March 31, 2021, compared to the same period in 2020, are primarily due to decreased production volumes at Yanacocha and Cerro Negro, partially offset by increased production at Peñasquito and Musselwhite.
Depreciation and amortization for copper remained consistent during the three months ended March 31, 2021, compared to the same period in 2020.
The increase in Depreciation and amortization for silver during the three months ended March 31, 2021, compared to the same period in 2020, are primarily due to higher co-product allocation of costs at Peñasquito.
The decreases in Depreciation and amortization for lead and zinc during the three months ended March 31, 2021, compared to the same period in 2020, are primarily due to decreased production and a lower co-product allocation of costs at Peñasquito.
For discussion regarding variations in operations, see Results of Consolidated Operations below.
Reclamation and remediation increased by $8 during the three months ended March 31, 2021, compared to the same period in 2020, primarily due to higher estimated closure plan costs related to water management at NGM for the closed Rain site.
Exploration expense decreased by $9 during the three months ended March 31, 2021, compared to the same period in 2020, primarily due to the reduced exploration activities in South America and lower spend at various projects in Africa offset by increased expenditures at Porcupine in North America.
Advanced projects, research and development expense increased by $4 during the three months ended March 31, 2021. The increase compared to the same period in 2020 was primarily due to increased spend associated with the Full Potential program.
General and administrative expense remained consistent during the three months ended March 31, 2021, compared to the same period in 2020. General and administrative expense as a percentage of Sales was 2.3% for the three months ended March 31, 2021 compared to 2.5% in the same period in 2020.
Other expense, net decreased by $14 during the three months ended March 31, 2021 compared to the same period in 2020, primarily due to care and maintenance costs incurred as a result of the COVID-19 pandemic and integration costs related to the Newmont Goldcorp transaction incurred in the prior year. The decrease is partially offset by higher COVID-19 specific costs in the current year. See Note 6 for additional information.
Gain on asset and investment sales, net decreased by $550 during the three months ended March 31, 2021, compared to the same period in 2020, primarily due to higher gains in the prior year from the sales of Kalgoorlie, Continental and Red Lake. See Note 7 for additional information on asset sales and Note 15 for additional information on investment sales.
Other income, net increased by $107 during the three months ended March 31, 2021, compared to the same period in 2020, primarily due to an other-than-temporary impairment of our investment in TMAC and debt extinguishment charges incurred in the prior
year. This increase is partially offset by smaller foreign currency exchange gains in the current year. See Note 8 for additional information.
Interest expense, net decreased by $8 during the three months ended March 31, 2021 compared to the same period in 2020 primarily due to the Company's refinancing transactions in 2020.
Income and mining tax expense (benefit) was $235 and $(23) during the three months ended March 31, 2021 and 2020, respectively. The effective tax rate is driven by a number of factors and the comparability of our income tax expense for the reported periods will be primarily affected by (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) impacts of the changes in tax law; (iv) valuation allowance release from the prior year asset sales; (v) percentage depletion; (vi) fluctuation in the value of the United States dollar and foreign currencies; and (vii) the impact of specific transactions and assessments. As a result, the effective tax rate will fluctuate, sometimes significantly, year to year. This trend is expected to continue in future periods. See Note 9 to the Condensed Consolidated Financial Statements for further discussion of income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
March 31, 2021
|
|
March 31, 2020
|
|
Income
(Loss)(1)
|
|
Effective
Tax Rate
|
|
Income Tax
(Benefit)
Provision
|
|
|
Income
(Loss)(1)
|
|
Effective
Tax Rate
|
|
Income Tax
(Benefit)
Provision
|
|
Nevada
|
$
|
165
|
|
|
17
|
%
|
|
$
|
28
|
|
(2)
|
|
$
|
138
|
|
|
19
|
%
|
|
$
|
26
|
|
(2)
|
CC&V
|
17
|
|
|
6
|
|
|
1
|
|
(3)
|
|
20
|
|
|
5
|
|
|
1
|
|
(3)
|
Corporate & Other
|
(232)
|
|
|
8
|
|
|
(19)
|
|
(4)
|
|
(219)
|
|
|
5
|
|
|
(11)
|
|
(4)
|
Total US
|
(50)
|
|
|
(20)
|
|
|
10
|
|
|
|
(61)
|
|
|
(26)
|
|
|
16
|
|
|
Australia
|
217
|
|
|
36
|
|
|
79
|
|
(5)
|
|
697
|
|
|
11
|
|
|
74
|
|
(5)
|
Ghana
|
135
|
|
|
33
|
|
|
45
|
|
|
|
72
|
|
|
35
|
|
|
25
|
|
|
Suriname
|
80
|
|
|
28
|
|
|
22
|
|
|
|
89
|
|
|
27
|
|
|
24
|
|
|
Peru
|
(2)
|
|
|
100
|
|
|
(2)
|
|
(6)
|
|
(13)
|
|
|
(246)
|
|
|
32
|
|
(6)
|
Canada
|
90
|
|
|
14
|
|
|
13
|
|
(7)
|
|
(117)
|
|
|
6
|
|
|
(7)
|
|
(7)
|
Mexico
|
273
|
|
|
27
|
|
|
73
|
|
(8)
|
|
109
|
|
|
(134)
|
|
|
(146)
|
|
(8)
|
Argentina
|
(9)
|
|
|
122
|
|
|
(11)
|
|
(9)
|
|
(6)
|
|
|
200
|
|
|
(12)
|
|
(9)
|
Other Foreign
|
9
|
|
|
—
|
|
|
—
|
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
Rate adjustments
|
—
|
|
|
N/A
|
|
6
|
|
(10)
|
|
—
|
|
|
N/A
|
|
(29)
|
|
(10)
|
Consolidated
|
$
|
743
|
|
|
32
|
%
|
(11)
|
$
|
235
|
|
|
|
$
|
779
|
|
|
(3)
|
%
|
(11)
|
$
|
(23)
|
|
|
____________________________
(1)Represents income (loss) from continuing operations by geographic location before income taxes and equity in affiliates. These amounts will not reconcile to the Segment Information for the reasons stated in Note 3.
(2)Includes deduction for percentage depletion of $(14) and $(13) and mining taxes net of associated federal benefit of $8 and $10, respectively. Nevada includes the Company’s 38.5% interest in NGM.
(3)Includes deduction for percentage depletion of $(2) and $(3), respectively.
(4)Includes valuation allowance of $25 and $32, respectively.
(5)Includes mining taxes net of associated federal benefit of $14 and $14, tax impact from the exposure to fluctuations in foreign currency of $4 and $16, and valuation allowance of $— and $(148), respectively.
(6)Includes mining taxes net of associated federal benefit of $— and $(1), valuation allowance of $(1) and $8, and expense related to prior year tax disputes of $— and $28, respectively.
(7)Includes mining taxes net of associated federal benefit of $4 and $— , valuation allowance of $1 and $36, uncertain tax position reserve adjustment of $1 and $(6), and tax impacts from the exposure to fluctuations in foreign currency of $2 and $(9), respectively.
(8)Includes mining tax net of associated federal benefit of $14 and $3, valuation allowance of $(2) and $(5), uncertain tax position reserve adjustment of $— and $(19) and tax impact from the exposure to fluctuations in foreign currency of $(19) and $(157), respectively.
(9)Includes tax impacts from the exposure to fluctuations in foreign currency of $(10) and $(10), respectively.
(10)In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.
(11)The consolidated effective income tax rate is a function of the combined effective tax rates for the jurisdictions in which we operate. Variations in the relative proportions of jurisdictional income could result in fluctuations to our combined effective income tax rate.
During the third quarter of 2020, the Nevada legislature passed three resolutions proposing amendments to the Nevada Constitution to modify provisions regarding the Net Proceeds of Minerals tax. Any of the proposed resolutions, if enacted by the 2021 session of the Nevada Legislature, would significantly increase the mining taxes paid by NGM. These resolutions will require further approvals over a multi-year process which would ultimately include a statewide vote. NGM has engaged stakeholders to discuss the potential impact of the resolutions, the fiscal requirements of the State, and the economic contributions of the Nevada mining industry.
Governments in various jurisdictions in which the Company operates passed legislation in response to the COVID-19 pandemic. The Company has evaluated these provisions and determined there is no impact on the income tax expense.
Equity income (loss) of affiliates was $50 and $37 during the three months ended March 31, 2021 and 2020, respectively. The increases are primarily due to income of $50 from the Pueblo Viejo mine. For the three months ended March 31, 2021 and 2020, earnings before income taxes and depreciation and amortization related to the Pueblo Viejo Mine (“Pueblo Viejo EBITDA”) was $117 and $101, respectively. Pueblo Viejo EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For additional information regarding our Equity income (loss) of affiliates, see Note 10.
Results of Consolidated Operations
Newmont has developed gold equivalent ounces (“GEO”) metrics to provide a comparable basis for analysis and understanding of our operations and performance related to copper, silver, lead and zinc. Gold equivalent ounces are calculated as pounds or ounces produced multiplied by the ratio of the other metals’ price to the gold price, using the metal prices in the table below:
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Gold
|
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Copper
|
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Silver
|
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Lead
|
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Zinc
|
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(ounce)
|
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(pound)
|
|
(ounce)
|
|
(pound)
|
|
(pound)
|
2021 GEO Price
|
$
|
1,200
|
|
|
$
|
2.75
|
|
|
$
|
22.00
|
|
|
$
|
0.90
|
|
|
$
|
1.05
|
|
2020 GEO Price
|
$
|
1,200
|
|
|
$
|
2.75
|
|
|
$
|
16.00
|
|
|
$
|
0.95
|
|
|
$
|
1.20
|
|
Our mines continued to operate with robust controls, including heightened levels of health screening and testing to protect both our workforce and the local communities in which we operate. We have adopted a risk-based approach to business travel, are providing flexible and remote working plans for employees and are maintaining effective testing, contact tracing procedures and "social distancing" protocols. For the three months ended March 31, 2021, we incurred $22 of incremental direct costs related to our response to the COVID-19 pandemic, included in Other expense, net, as a result of these and other actions taken to protect our employees and operations, and to support the local communities in which we operate, of which $21 is included in All-in sustaining costs. See Note 6 to the Condensed Consolidated Financial Statements.
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|
|
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|
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|
|
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|
|
|
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|
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|
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Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization (2)
|
|
All-In Sustaining Costs (3)(4)
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|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
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Gold
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
North America
|
413
|
|
|
376
|
|
|
$
|
736
|
|
|
$
|
863
|
|
|
$
|
349
|
|
|
$
|
359
|
|
|
$
|
957
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|
|
$
|
1,067
|
|
South America
|
232
|
|
|
327
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|
|
791
|
|
|
806
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|
|
373
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|
|
343
|
|
|
1,063
|
|
|
997
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|
Australia
|
269
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|
|
258
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|
|
750
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|
|
730
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|
|
171
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|
|
184
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|
|
1,104
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|
|
949
|
|
Africa
|
205
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|
|
186
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|
|
758
|
|
|
737
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|
|
309
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|
|
311
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|
|
950
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|
|
930
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Nevada
|
303
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|
|
329
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|
|
745
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|
|
733
|
|
|
417
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|
|
395
|
|
|
868
|
|
|
927
|
|
Total/Weighted-Average (5)
|
1,422
|
|
|
1,476
|
|
|
$
|
752
|
|
|
$
|
781
|
|
|
$
|
331
|
|
|
$
|
328
|
|
|
$
|
1,039
|
|
|
$
|
1,030
|
|
Attributable to Newmont
|
1,364
|
|
|
1,384
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
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|
|
Gold equivalent ounces - other metals
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
North America (6)
|
285
|
|
|
310
|
|
|
$
|
518
|
|
|
$
|
580
|
|
|
$
|
268
|
|
|
$
|
279
|
|
|
$
|
763
|
|
|
$
|
841
|
|
Australia (7)
|
32
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|
|
29
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|
|
935
|
|
|
813
|
|
|
150
|
|
|
153
|
|
|
1,404
|
|
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted-Average
|
317
|
|
|
339
|
|
|
$
|
555
|
|
|
$
|
602
|
|
|
$
|
257
|
|
|
$
|
267
|
|
|
$
|
819
|
|
|
$
|
860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable gold from equity method investments (8)
|
(ounces in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Pueblo Viejo (40%)
|
91
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|
|
95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)For the three months ended March 31, 2021, Depreciation and amortization includes $— in care and maintenance costs. For the three months ended March 31, 2020, Depreciation and amortization includes $2 and $5 in care and maintenance costs at North America and South America, respectively.
(3)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For the three months ended March 31, 2021, All-in sustaining costs includes $— in care and maintenance costs. For the three months ended March 31, 2020, All-in sustaining costs includes $9 and $11 in care and maintenance costs at North America and South America, respectively.
(4)For the three months ended March 31, 2021, All-in sustaining costs include incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net of $7, $12, $1 and $1 at North America, South America, Australia and Africa, respectively, totaling $21. For the three months ended March 31, 2020, COVID-19 incremental costs were excluded from All-in sustaining costs.
(5)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(6)For the three months ended March 31, 2021, the Peñasquito mine in North America produced 8,162 thousand ounces of silver, 50 million pounds of lead and 111 million pounds of zinc. For the three months ended March 31, 2020, the Peñasquito mine in North America produced 9,497 thousand ounces of silver, 62 million pounds of lead and 135 million pounds of zinc.
(7)For the three months ended March 31, 2021 and 2020, the Boddington mine in Australia produced 14 million and 13 million pounds of copper, respectively.
(8)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 10 to the Condensed Consolidated Financial Statements for further discussion of our equity method investments.
Three months ended March 31, 2021 compared to 2020
Consolidated gold production decreased 4% primarily due to lower leach pad production and ramp down of the mill at Yanacocha, lower ore grade milled at Merian and limited ore availability at Cerro Negro, all in South America, the sale of Red Lake in North America and lower mill throughput at NGM in Nevada, partially offset by higher ore grade milled and higher mill throughput at Peñasquito and Musselwhite in North America, and at Boddington in Australia, in addition to higher ore grade milled at Akyem in Africa.
Consolidated gold equivalent ounces – other metals production decreased 6% primarily due to lower ore grade milled at Peñasquito in North America, partially offset by higher ore grade milled and higher mill throughput at Boddington in Australia.
Costs applicable to sales per consolidated gold ounce decreased 4% primarily due to higher by-product credits and lower stockpile and leach-pad inventory adjustments, partially offset by higher gold price-driven royalties and lower gold ounces sold. Costs applicable to sales per consolidated gold equivalent ounce – other metals decreased 8% primarily due to lower co-product allocation of costs to other metals and higher gold equivalent ounces – other metals sold at Peñasquito in North America, partially offset by an unfavorable Australian dollar foreign currency exchange rate, higher co-product allocation of costs to copper and higher copper price-driven royalties at Boddington in Australia.
Depreciation and amortization per consolidated gold ounce increased 1% primarily due to lower gold production. Depreciation and amortization per consolidated gold equivalent ounce – other metals decreased 4% primarily due to lower co-product allocation of costs to other metals and higher gold equivalent ounces – other metals sold at Peñasquito in North America.
All-in sustaining costs per consolidated gold ounce increased 1% primarily due to higher sustaining capital spend, partially offset by lower costs applicable to sales per gold ounce. All-in sustaining costs per consolidated gold equivalent ounce – other metals decreased 5% primarily due to lower costs applicable to sales per gold equivalent ounce – other metals, partially offset by higher sustaining capital spend.
North America Operations
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|
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|
|
|
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|
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|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization (2)
|
|
All-In Sustaining Costs (3)(4)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
CC&V
|
61
|
|
|
69
|
|
|
$
|
1,089
|
|
|
$
|
916
|
|
|
$
|
317
|
|
|
$
|
298
|
|
|
$
|
1,286
|
|
|
$
|
1,043
|
|
Red Lake (5)
|
—
|
|
|
38
|
|
|
—
|
|
|
1,066
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
1,182
|
|
Musselwhite
|
36
|
|
|
15
|
|
|
1,010
|
|
|
1,715
|
|
|
517
|
|
|
959
|
|
|
1,305
|
|
|
2,602
|
|
Porcupine
|
75
|
|
|
77
|
|
|
894
|
|
|
759
|
|
|
326
|
|
|
342
|
|
|
1,104
|
|
|
881
|
|
Éléonore
|
63
|
|
|
61
|
|
|
873
|
|
|
909
|
|
|
529
|
|
|
468
|
|
|
1,226
|
|
|
1,248
|
|
Peñasquito
|
178
|
|
|
116
|
|
|
471
|
|
|
655
|
|
|
254
|
|
|
299
|
|
|
632
|
|
|
769
|
|
Total/Weighted-Average (6)
|
413
|
|
|
376
|
|
|
$
|
736
|
|
|
$
|
863
|
|
|
$
|
349
|
|
|
$
|
359
|
|
|
$
|
957
|
|
|
$
|
1,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold equivalent ounces - other metals
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Peñasquito (7)
|
285
|
|
|
310
|
|
|
$
|
518
|
|
|
$
|
580
|
|
|
$
|
268
|
|
|
$
|
279
|
|
|
$
|
763
|
|
|
$
|
841
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)For the three months ended March 31, 2021 and 2020, Depreciation and amortization includes $— and $2, respectively, in care and maintenance costs at Éléonore.
(3)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For the three months ended March 31, 2021, All-in sustaining costs includes $— in care and maintenance costs. For the three months ended March 31, 2020, All-in sustaining costs includes $3 and $6 in care and maintenance costs at Musselwhite and Éléonore, respectively.
(4)For the three months ended March 31, 2021 and 2020, All-in sustaining costs include $7 and $—, respectively, in incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net. These costs were excluded from AISC for the same period in 2020.
(5)The sale of the Red Lake complex closed on March 31, 2020. Refer to Note 7 for more information on asset sales.
(6)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(7)For the three months ended March 31, 2021, Peñasquito produced 8,162 thousand ounces of silver, 50 million pounds of lead and 111 million pounds of zinc. For the three months ended March 31, 2020, Peñasquito produced 9,497 thousand ounces of silver, 62 million pounds of lead and 135 million pounds of zinc.
Three months ended March 31, 2021 compared to 2020
CC&V, USA. Gold production decreased 12% primarily driven by lower leach pad production, lower recovery, lower ore grades milled and lower mill throughput. Costs applicable to sales per gold ounce increased 19% primarily due to lower ore grade mined, higher inventory adjustments and lower gold ounces sold. Depreciation and amortization per gold ounce increased 6% primarily due to higher inventory adjustments and lower gold ounces sold. All-in sustaining costs per gold ounce increased 23% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Musselwhite, Canada. Gold production increased 140% primarily driven by higher mill throughput and higher ore grades milled. The higher mill throughput in the current quarter as compared to the prior quarter was a result of the site re-starting processing activities in February 2020 following the conveyor fire in March 2019, in addition to the site being placed on care and maintenance as a result of the COVID-19 pandemic in March 2020. Costs applicable to sales per gold ounce decreased 41% primarily driven by higher gold ounces sold. Depreciation and amortization per gold ounce decreased 46% primarily driven by higher gold ounces sold. All-in sustaining costs per gold ounce decreased 50% primarily driven by lower costs applicable to sales per gold ounce during the quarter and care and maintenance costs in the prior year, partially offset by higher sustaining capital spend.
Porcupine, Canada. Gold production decreased 3% primarily driven by lower mill throughput, partially offset by higher ore grade milled. Costs applicable to sales per gold ounce increased 18% primarily driven by higher mine maintenance costs. Depreciation and amortization per gold ounce decreased 5% primarily driven by a longer reserve life. All-in sustaining costs per gold ounce increased 25% primarily driven by higher costs applicable to sales per gold ounce and higher advanced projects and sustaining capital spend.
Éléonore, Canada. Gold production increased 3% primarily driven by higher mill throughput and higher draw-down of in-circuit inventory, partially offset by lower ore grade milled and lower recovery. Costs applicable to sales per gold ounce decreased 4% primarily driven by higher gold ounces mined as a result of higher ore tons mined partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 13% primarily driven by lower gold ounces sold, partially offset by care and maintenance costs in the prior year. All-in sustaining costs per gold ounce decreased 2% primarily due to lower costs applicable to sales per gold ounce in the current quarter and care and maintenance costs in the prior year, partially offset by higher sustaining capital spend.
Peñasquito, Mexico. Gold production increased 53% primarily driven by higher ore grade milled and higher mill throughput. Gold equivalent ounces – other metals production decreased 8% primarily driven by lower ore grade milled, partially offset by higher mill throughput. Costs applicable to sales per gold ounce decreased 28% primarily driven by higher gold ounces sold, partially offset by higher co-product allocation of costs to gold. Costs applicable to sales per gold equivalent ounce – other metals decreased 11% primarily driven by lower co-product allocation of costs to other metals and higher gold equivalent ounces – other metals sold. Depreciation and amortization per gold ounce decreased 15% primarily driven by higher gold ounces sold, partially offset by higher co-product allocation of costs to gold. Depreciation and amortization per gold equivalent ounce – other metals decreased 4% primarily driven by lower co-product allocation of costs to other metals and higher gold equivalent ounces – other metals sold. All-in sustaining costs per gold ounce decreased 18% primarily driven by lower costs applicable to sales per gold ounce, partially offset by higher treatment and refining costs and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals decreased 9% primarily driven by lower costs applicable to sales per gold equivalent ounce - other metals.
South America Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization (2)
|
|
All-In Sustaining Costs (3)(4)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Yanacocha
|
62
|
|
|
122
|
|
|
$
|
818
|
|
|
$
|
1,075
|
|
|
$
|
452
|
|
|
$
|
372
|
|
|
$
|
1,215
|
|
|
$
|
1,309
|
|
Merian
|
114
|
|
|
133
|
|
|
748
|
|
|
621
|
|
|
234
|
|
|
189
|
|
|
864
|
|
|
707
|
|
Cerro Negro
|
56
|
|
|
72
|
|
|
856
|
|
|
699
|
|
|
564
|
|
|
542
|
|
|
1,263
|
|
|
985
|
|
Total / Weighted Average (5)
|
232
|
|
|
327
|
|
|
$
|
791
|
|
|
$
|
806
|
|
|
$
|
373
|
|
|
$
|
343
|
|
|
$
|
1,063
|
|
|
$
|
997
|
|
Yanacocha (48.65%)
|
(30)
|
|
|
(59)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merian (25.00%)
|
(28)
|
|
|
(33)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to Newmont
|
174
|
|
|
235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable gold from equity method investments (6)
|
(ounces in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Pueblo Viejo (40%)
|
91
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)For the three months ended March 31, 2021, Depreciation and amortization includes $— in care and maintenance costs. For the three months ended March 31, 2020, Depreciation and amortization includes $2 and $3 in care and maintenance costs at Yanacocha and Cerro Negro, respectively.
(3)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For the three months ended March 31, 2021, All-in sustaining costs includes $— in care and maintenance costs. For the three months ended March 31, 2020, All-in sustaining costs includes $4 and $7 in care and maintenance costs at Yanacocha and Cerro Negro, respectively.
(4)For the three months ended March 31, 2021 and 2020, All-in sustaining costs include $12 and $—, respectively, in incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net. These costs were excluded from AISC for the same period in 2020.
(5)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(6)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 10 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.
Three months ended March 31, 2021 compared to 2020
Yanacocha, Peru. Gold production decreased 49% primarily due to lower leach pad production and lower mill throughput as a result of the ramp down of the mill. Costs applicable to sales per gold ounce decreased 24% primarily due to higher by-product credit and no leach pad inventory adjustments in the current year, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 22% primarily due to lower gold ounces sold, partially offset by no leach pad inventory adjustments in the current year. All-in sustaining costs per gold ounce decreased 7% primarily due to lower costs applicable to sales per gold ounce, partially offset by incremental direct spend related to the COVID-19 pandemic this year.
Merian, Suriname. Gold production decreased 14% primarily due to lower ore grade milled, partially offset by higher mill throughput and a higher draw-down of in-circuit ounces. Costs applicable to sales per gold ounce increased 20% primarily due to lower gold ounces sold, lower gold ounces mined as a result of a higher strip ratio and higher gold price-driven royalties. Depreciation and amortization per gold ounce increased 24% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 22% primarily due to higher costs applicable to sales per gold ounce.
Cerro Negro, Argentina. Gold production decreased 22% primarily due to limited ore availability from the mine as a result of COVID-19 related restrictions and impacts. Costs applicable to sales per gold ounce increased 22% primarily due to lower gold ounces sold and higher gold price-driven royalties. Depreciation and amortization per gold ounce increased 4% primarily driven by lower gold ounces sold. All-in sustaining costs per gold ounce increased 28% primarily driven by higher costs applicable to sales per gold ounce.
Pueblo Viejo, Dominican Republic. Gold production decreased 4% primarily due to lower mill throughput, partially offset by higher ore grade milled. Refer to Note 10 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.
Australia Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization
|
|
All-In Sustaining Costs (2)(3)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Boddington
|
152
|
|
|
142
|
|
|
$
|
899
|
|
|
$
|
883
|
|
|
$
|
142
|
|
|
$
|
156
|
|
|
$
|
1,330
|
|
|
$
|
1,094
|
|
Tanami
|
117
|
|
|
116
|
|
|
570
|
|
|
540
|
|
|
193
|
|
|
202
|
|
|
796
|
|
|
728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted-Average (4)
|
269
|
|
|
258
|
|
|
$
|
750
|
|
|
$
|
730
|
|
|
$
|
171
|
|
|
$
|
184
|
|
|
$
|
1,104
|
|
|
$
|
949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold equivalent ounces - other metals
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Boddington (5)
|
32
|
|
|
29
|
|
|
$
|
935
|
|
|
$
|
813
|
|
|
$
|
150
|
|
|
$
|
153
|
|
|
$
|
1,404
|
|
|
$
|
1,035
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
(3)For the three months ended March 31, 2021 and 2020, All-in sustaining costs include $1 and $—, respectively, in incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net. These costs were excluded from AISC for the same period in 2020.
(4)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(5)For the three months ended March 31, 2021 and 2020, Boddington produced 14 million and 13 pounds of copper, respectively.
Three months ended March 31, 2021 compared to 2020
Boddington, Australia. Gold production increased 7% primarily due to higher ore grade milled as a result of higher ore grade mined and higher mill throughput. Gold equivalent ounces – other metals production increased 10% primarily due to higher ore grade milled as a result of higher ore grade mined and higher mill throughput. Costs applicable to sales per gold ounce increased 2% primarily due to an unfavorable Australian dollar foreign currency exchange rate and higher gold price-driven royalties, partially offset by higher gold production, lower maintenance costs and lower co-product allocation of costs to gold. Costs applicable to sales per gold equivalent ounce – other metals increased 15% primarily due to an unfavorable Australian dollar foreign currency exchange rate, higher co-product allocation of costs to copper and higher copper price-driven royalties, partially offset by higher copper production and lower maintenance costs. Depreciation and amortization per gold ounce decreased 9% primarily due to a longer reserve life and higher gold production. Depreciation and amortization per gold equivalent ounce – other metals decreased 2% primarily due to a longer reserve life and higher copper production. All-in sustaining costs per gold ounce increased 22% primarily due to higher sustaining capital spend and higher costs applicable to sales per gold ounce. All-in sustaining costs per gold equivalent ounce – other metals increased 36% primarily due to higher sustaining capital spend and higher costs applicable to sales per gold equivalent ounces – other metals.
Tanami, Australia. Gold production increased 1% primarily due to higher mill throughput and a lower build-up of in-circuit ounces. Costs applicable to sales per gold ounce increased 6% primarily due to an unfavorable Australian dollar foreign currency exchange rate and higher gold price-driven royalties, partially offset by higher gold ounces sold and lower paste backfill spend. Depreciation and amortization per gold ounce decreased 4% primarily due to a longer reserve life and higher gold ounces sold. All-in sustaining costs per gold ounce increased 9% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Africa Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization
|
|
All-In Sustaining Costs (2)(3)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Ahafo
|
102
|
|
|
102
|
|
|
$
|
882
|
|
|
$
|
845
|
|
|
$
|
312
|
|
|
$
|
300
|
|
|
$
|
1,094
|
|
|
$
|
1,055
|
|
Akyem
|
103
|
|
|
84
|
|
|
634
|
|
|
613
|
|
|
305
|
|
|
323
|
|
|
788
|
|
|
766
|
|
Total / Weighted Average (4)
|
205
|
|
|
186
|
|
|
$
|
758
|
|
|
$
|
737
|
|
|
$
|
309
|
|
|
$
|
311
|
|
|
$
|
950
|
|
|
$
|
930
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
(3)For the three months ended March 31, 2021 and 2020, All-in sustaining costs include $1 and $—, respectively, in incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net.
(4)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
Three months ended March 31, 2021 compared to 2020
Ahafo, Ghana. Gold production was in line with the prior year as lower ore grade milled was offset by higher mill throughput and a higher draw-down of in-circuit ounces. Costs applicable to sales per gold ounce increased 4% primarily due to lower gold ounces mined as a result of a higher strip ratio and higher gold price-related royalties. Depreciation and amortization per gold ounce increased 4% primarily due to lower gold ounces mined as a result of a higher strip ratio. All-in sustaining costs per gold ounce increased 4% primarily due to higher costs applicable to sales per gold ounce.
Akyem, Ghana. Gold production increased 23% primarily due to higher ore grade milled and a higher draw-down of in-circuit ounces, partially offset by lower mill throughput. Costs applicable to sales per gold ounce increased 3% primarily due to lower gold ounces mined as a result of a higher strip ratio and higher gold price-related royalties, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce decreased 6% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce increased 3% primarily due to higher costs applicable to sales per gold ounce.
Nevada Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold or Other Metals Produced
|
|
Costs Applicable to Sales (1)
|
|
Depreciation and Amortization
|
|
All-In Sustaining Costs (2)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold
|
(ounces in thousands)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
|
($ per ounce sold)
|
Nevada Gold Mines
|
303
|
|
|
329
|
|
|
$
|
745
|
|
|
$
|
733
|
|
|
$
|
417
|
|
|
$
|
395
|
|
|
$
|
868
|
|
|
$
|
927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted-Average (3)
|
303
|
|
|
329
|
|
|
$
|
745
|
|
|
$
|
733
|
|
|
$
|
417
|
|
|
$
|
395
|
|
|
$
|
868
|
|
|
$
|
927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
Three months ended March 31, 2021 compared to 2020
Nevada Gold Mines, USA. Attributable gold production decreased 8% primarily due to 9% lower production at Carlin due to lower mill throughput as a result of ore blending, 22% lower production at Cortez due to lower ore tons mined as a result of a higher strip ratio, and 29% lower production at Phoenix due to lower ore grade processed, partially offset by 48% higher production at Long Canyon due to higher leach tons placed and higher ore grade mined, and 9% higher production at Turquoise Ridge due to higher mill throughput and higher ore grade mined.
Costs applicable to sales per gold ounce increased 2% primarily due to 37% higher costs applicable to sales per gold ounce at Cortez as a result of lower gold ounces sold and higher stockpile inventory adjustments, and 3% higher costs applicable to sales per gold ounce at Carlin as a result of lower gold ounces sold, partially offset by 69% and 6% lower costs applicable to sales per gold ounce at Long Canyon and Turquoise Ridge, respectively, as a result of higher gold ounces sold, in addition to 39% lower costs applicable to sales at Phoenix due to higher by-product-credits.
Depreciation and amortization per gold ounce increased 6% primarily due to 20%, 15% and 10% higher depreciation and amortization per gold ounce at Cortez, Carlin and Phoenix, respectively, due to lower ounces sold, partially offset by 40% and 8% lower depreciation and amortization per gold ounce at Long Canyon and Turquoise Ridge, respectively, as a result of higher gold ounces sold.
All-in sustaining costs per gold ounce decreased 6% primarily due to 65%, 38% and 10% lower All-in sustaining costs per gold ounce at Long Canyon, Phoenix and Turquoise Ridge, respectively, as a result of lower costs applicable to sales per gold ounce and lower sustaining capital spend at Cortez and Carlin, partially offset by 14% and 4% higher All-in sustaining costs per gold ounce at Cortez and Carlin, respectively, as a result of higher costs applicable to sales per gold ounce.
Foreign Currency Exchange Rates
Our foreign operations sell their gold, copper, silver, lead and zinc production based on U.S. dollar metal prices. Fluctuations in foreign currency exchange rates do not have a material impact on our revenue since gold, copper, silver, lead and zinc are sold throughout the world in U.S. dollars. Despite selling gold and silver in London, we have no exposure to the euro or the British pound.
Foreign currency exchange rates can increase or decrease profits to the extent costs are paid in foreign currencies, including the Australian dollar, the Mexican peso, the Canadian dollar, the Peruvian sol, the Argentine peso, the Surinamese dollar and the Ghanaian Cedi. Approximately 52% and 45% of Costs applicable to sales were paid in currencies other than the U.S. dollar during the three months ended March 31, 2021 and 2020, respectively, including approximately 18% denominated in the Australian Dollar, 15% denominated in the Mexican Peso, 13% denominated in the Canadian Dollar, 3% denominated in the Peruvian Sol, 2% denominated in the Argentine Peso, 1% denominated in the Surinamese Dollar and a nominal amount denominated in the Ghanaian Cedi in the current quarter. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations increased Costs applicable to sales by $9 per ounce during the three months ended March 31, 2021, compared to the same period in 2020, primarily in Australia.
Our Cerro Negro mine, located in Argentina, is a U.S. dollar functional currency entity. Argentina has been considered a hyperinflationary environment with a cumulative inflation rate of over 100% for the last three years. In recent years, Argentina’s central bank (“BCRA”) enacted a number of foreign currency controls in an effort to stabilize the local currency (“currency controls”), including requiring the Company to convert proceeds from metal sales to the Argentine Peso within five business days from receipt of cash, as well as restricting payments to foreign beneficiaries by requiring approval of any Company dividends, royalties or distributions to the parent or related companies. Additionally, BCRA has restricted access to the local foreign exchange market to purchase foreign currency to be used in the repayment of principal on related party cross-border financial debts without a prior approval request. Only interest remains as a non-restricted payment. While we have balances denominated in Argentine pesos that relate to accounts payable and employee-related liabilities and tax receivables and liabilities, the majority of Cerro Negro’s activity has historically been denominated in U.S. dollars. Additionally, a component of the deferred tax liability is carried in Argentine pesos, which is impacted by fluctuations in the Argentine peso exchange rate. We do not hold any third-party debt at Cerro Negro. However, these restrictions directly impact Cerro Negro’s ability to pay the principal portion of intercompany debt. We continue to monitor the foreign currency exposure risk and the limitations of repatriating cash to the United States. Currently, these currency controls are not expected to have a material impact on our financial statements.
Our Merian mine is located in the country of Suriname, which has experienced significant swings in inflation rates for the last three years. On March 24, 2020, Suriname's central bank enacted the Act Controlling Currency Transactions and Transactions Bureaus in an effort to stabilize the local currency (the "Act"), which was subsequently repealed by Parliament on March 30, 2021. The Surinamese Government is still considering measures with regard to the repatriation of export earnings and restrictions on imports; however, Newmont and the Republic of Suriname have a Mineral Agreement in place that supersedes such measures. Therefore, we do
not expect there to be a current or future impact to our operations or financial statements. Additionally, on September 21, 2020, the central bank of Suriname adopted a controlled floating rate system and concurrently announced a significant devaluation of the Surinamese dollar. While we have employee-related liabilities denominated in Surinamese dollars, which are impacted by this devaluation, the majority of Merian’s activity has historically been denominated in U.S. dollars. Therefore, the devaluation of the Surinamese dollar is not expected to have a material impact on our financial statements.
Liquidity and Capital Resources
Liquidity Overview
We have a disciplined cash allocation strategy of maintaining financial flexibility to execute our capital priorities and generate long-term value for our shareholders. Consistent with that strategy, we aim to self-fund development projects and make strategic partnerships focused on profitable growth, while reducing our debt and returning cash to stockholders through dividends and share repurchases.
The COVID-19 pandemic has had a material impact on the global economy, the scale and duration of which remain uncertain. In an effort to protect the health and safety of our workforce, their families and neighboring communities in which we operate, we put five mine sites temporarily into care and maintenance during March and April 2020, while the remaining sites continued to operate. We worked closely with local stakeholders to resume operations at all five mine sites during the second quarter of 2020. As of March 31, 2021, all sites were fully operational, with the exception of Cerro Negro that continues to focus on returning operations to full capacity while managing ongoing COVID-related impacts.
Depending on the duration and extent of the impact of the COVID-19 pandemic, sites could be placed into care and maintenance; transportation industry disruptions could occur, including limitations on shipping produced metals; refineries or smelters could be temporarily closed; our supply chain could be disrupted; or we could incur credit related losses of certain financial assets, which could materially impact the Company’s results of operations, cash flows and financial condition. As of March 31, 2021, we believe our available liquidity allows us to manage the near-term impacts of the COVID-19 pandemic on our business.
In April 2021, the Board declared a dividend of $0.55 per share on first quarter 2021 earnings, determined under the dividend framework established and approved by the Board in 2020 to share incremental free cash flow with shareholders at higher gold prices. The framework returns 40 to 60 percent of incremental attributable free cash flow to shareholders that is generated above a $1,200 per ounce gold price. This framework is non-binding and will be periodically reviewed and reassessed by the Board of Directors. The declaration and payment of future dividends remains at the full discretion of the board and will depend on the Company’s financial results, cash requirements, future prospects, COVID-19 impacts and other factors deemed relevant by the board.
In March 2021, we entered into a binding agreement to acquire the remaining 85.1% of common shares of GT Gold Corp. ("GT Gold") not already owned by Newmont. Under the terms of the arrangement, we will acquire the outstanding shares at a price of C$3.25 per share, for estimated cash consideration of $313. The transaction is expected to close in the second quarter of 2021.
In January 2021, the Company announced that the Board of Directors authorized a new stock repurchase program for up to $1 billion of common stock to be repurchased in the next 18 months. Through March 31, 2021, no shares had been repurchased under the plan.
At March 31, 2021, the Company had $5,518 in Cash and cash equivalents, of which $1,497 was held in foreign subsidiaries and is primarily held in U.S. dollar denominated accounts with the remainder in foreign currencies readily convertible to U.S. dollars. At March 31, 2021, $411 of the consolidated cash and cash equivalents was attributable to noncontrolling interests primarily related to our Peru and Suriname operations, which is being held to fund those operations. At March 31, 2021, $1,181 in consolidated cash and cash equivalents ($785 attributable to Newmont) was held at certain foreign subsidiaries that, if repatriated, may be subject to withholding taxes. We expect that there would be no additional tax burden upon repatriation after considering the cash cost associated with the withholding taxes. We believe that our liquidity and capital resources are adequate to fund our operations and corporate activities.
In April 2021, the Company fully redeemed the remaining outstanding balance of the 2021 Senior Notes due June 2021 for a redemption price of $557 which comprised the principal plus accrued and unpaid interest. We believe our existing consolidated Cash and cash equivalents, available capacity on our revolving credit facility, and cash generated from continuing operations will be adequate to satisfy working capital needs, fund future growth, meet debt obligations, pay dividends and meet other liquidity requirements for the foreseeable future. At March 31, 2021, our borrowing capacity on our revolving credit facility was $2,989 and we had no borrowings outstanding under the revolving credit facility. We continue to remain compliant with covenants and there have been no impacts to-date, nor do we anticipate any negative impacts from COVID-19, on our ability to access funds available on this facility.
Our financial position was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31,
2021
|
|
At December 31,
2020
|
Debt
|
$
|
6,030
|
|
|
$
|
6,031
|
|
Lease and other financing obligations
|
684
|
|
|
671
|
|
Less: Cash and cash equivalents
|
(5,518)
|
|
|
(5,540)
|
|
Net debt
|
$
|
1,196
|
|
|
$
|
1,162
|
|
Borrowing capacity on revolving credit facility
|
$
|
2,989
|
|
|
$
|
2,928
|
|
Total liquidity (1)
|
$
|
8,507
|
|
|
$
|
8,468
|
|
____________________________
(1)Total liquidity is calculated as the total of our Cash and cash equivalents and the borrowing capacity on our revolving credit facility.
Cash Flows
Our Condensed Consolidated Statements of Cash Flows are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2021
|
|
2020
|
Net cash provided by (used in) operating activities of continuing operations
|
$
|
841
|
|
|
$
|
939
|
|
Net cash provided by (used in) operating activities of discontinued operations
|
—
|
|
|
(3)
|
|
Net cash provided by (used in) operating activities
|
$
|
841
|
|
|
$
|
936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
$
|
(350)
|
|
|
$
|
1,123
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
$
|
(511)
|
|
|
$
|
(586)
|
|
Net cash provided by (used in) operating activities of continuing operations was $841 during the three months ended March 31, 2021, a decrease of $98 from the three months ended March 31, 2020, primarily due to an increase in tax payments and payments on accounts payable, partially offset by higher average realized metal prices.
Net cash provided by (used in) investing activities of continuing operations was $(350) during the three months ended March 31, 2021, a decrease in cash provided of $1,473 from the three months ended March 31, 2020, primarily due to the sale of the Kalgoorlie and Red Lake operations in 2020, the sale of our investment in Continental Gold in 2020 and higher capital expenditures in 2021.
Net cash provided by (used in) financing activities was $(511) during the three months ended March 31, 2021, a decrease in cash used of $75 from the three months ended March 31, 2020, primarily due to lower debt repayments in 2021 and repurchases of common stock under the share buyback plan in 2020, partially offset by proceeds from the issuance of 2.25% 2030 Senior Notes in 2020 and an increase in dividends paid to stockholders in 2021.
Capital Expenditures
Cash generated from operations is used to execute our capital priorities, which include sustaining and developing our global portfolio of long-lived assets. We consider sustaining capital as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations or related to projects at existing operations, where these projects will enhance production or reserves, are considered non-sustaining or development capital. In addition, the Company continues to evaluate strategic priorities and deployment of capital to projects in the pipeline to ensure it executes on its capital priorities and provides long term value to shareholders. The Company’s decision to reprioritize, sell or abandon a development project, which may include returning mining concessions to host governments, could result in a future impairment charge.
For the three months ended March 31, 2021 and 2020, we had Additions to property, plant and mine development as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Development Projects
|
|
Sustaining Capital
|
|
Total
|
|
Development Projects
|
|
Sustaining Capital
|
|
Total
|
North America
|
$
|
4
|
|
|
$
|
73
|
|
|
$
|
77
|
|
|
$
|
20
|
|
|
$
|
61
|
|
|
$
|
81
|
|
South America
|
22
|
|
|
23
|
|
|
45
|
|
|
20
|
|
|
23
|
|
|
43
|
|
Australia
|
59
|
|
|
88
|
|
|
147
|
|
|
13
|
|
|
47
|
|
|
60
|
|
Africa
|
14
|
|
|
25
|
|
|
39
|
|
|
14
|
|
|
23
|
|
|
37
|
|
Nevada
|
11
|
|
|
31
|
|
|
42
|
|
|
13
|
|
|
46
|
|
|
59
|
|
Corporate and other
|
1
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
6
|
|
|
8
|
|
Accrual basis
|
$
|
111
|
|
|
$
|
243
|
|
|
$
|
354
|
|
|
$
|
82
|
|
|
$
|
206
|
|
|
$
|
288
|
|
Decrease (increase) in non-cash adjustments
|
|
|
|
|
45
|
|
|
|
|
|
|
40
|
|
Cash basis
|
|
|
|
|
$
|
399
|
|
|
|
|
|
|
$
|
328
|
|
For the three months ended March 31, 2021, development projects included Pamour in North America; Yanacocha Sulfides, Quecher Main and Cerro Negro expansion projects in South America; Tanami Expansion 2 in Australia; Subika Mining Method Change and Ahafo North in Africa; and Goldrush Complex and Turquoise Ridge 3rd shaft in Nevada. For the three months ended March 31, 2020, development projects included Musselwhite Materials Handling and Éléonore Lower Mine Material Handling System in North America; Quecher Main and Yanacocha Sulfides in South America; Tanami Expansion 2 in Australia; Ahafo North in Africa; and Goldrush Complex, Turquoise Ridge 3rd shaft and Range Front Declines at Cortez in Nevada.
For the three months ended March 31, 2021 and 2020, sustaining capital included the following:
•North America. Capital expenditures primarily related to underground mine development, tailings facility construction, mining equipment and capitalized component purchases;
•South America. Capital expenditures primarily related to capitalized component purchases, mining equipment, reserves drilling conversion, underground mine development, tailings facility construction and infrastructure improvements;
•Australia. Capital expenditures primarily related to Autonomous Haulage System at Boddington, equipment and capitalized component purchases, underground mine development and tailings and support facilities;
•Africa. Capital expenditures primarily related to underground mine development, capitalized component purchases and tailings facility expansion; and
•Nevada. Capital expenditures primarily related to surface and underground mine development, tailings facility construction and capitalized component purchases.
Refer to our global project pipeline discussion above for additional details. Refer to Note 3 to our Condensed Consolidated Financial Statements and Part I, Item 2 Non-GAAP Financial Measures All-In Sustaining Costs for further information.
Debt
There were no material changes to our debt and corporate revolving credit facilities since December 31, 2020, except as noted in Note 18 to the Condensed Consolidated Financial Statements.
As part of the amended terms to the revolving credit agreement, the interest rate includes a margin adjustment based on the Company’s ESG scores. The ESG scores are comprised of (i) the S&P Global ESG Score defined per the amendment as the overall score in respect of ESG factors, as calculated and assigned to the Company from time to time by S&P Global Inc. and (ii) MSCI ESG Rating defined per the amendment as the overall score in respect of ESG factors, as calculated and assigned to the Borrower from time to time by MSCI ESG Research LLC, a division of MSCI Inc. The maximum adjustment resulting from the ESG scores is plus or minus 0.05% and is not expected to have a material impact on Interest expense, net of capitalized interest.
Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2020, for information regarding our debt and corporate revolving credit facilities.
Debt Covenants
There were no material changes to our debt covenants. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2020, for information regarding our debt covenants.
At March 31, 2021, we were in compliance with all existing debt covenants and provisions related to potential defaults.
Letters of Credit and Other Guarantees
There have been no material changes in our off-balance sheet arrangements since December 31, 2020. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2020, for information regarding our off-balance sheet arrangements
Supplemental Guarantor Information
In September 2018, we filed a shelf registration statement with the SEC on Form S-3 under the Securities Act, of 1933, as amended, which enables us to issue an indeterminate number or amount of common stock, preferred stock, depository shares, debt securities, guarantees of debt securities, warrants and units (the “Shelf Registration Statement”). Under the Shelf Registration Statement, our debt securities may be guaranteed by Newmont USA Limited (“Newmont USA”), one of our consolidated subsidiaries. These guarantees are full and unconditional, and none of our other subsidiaries guarantee any security issued and outstanding. There are no restrictions on the ability of Newmont, as issuer, or Newmont USA, as guarantor (collectively, the “Obligor Group”), to obtain funds from its subsidiaries by dividend, loan or otherwise. Additionally, the cash provided by operations of the Obligor Group and all of its subsidiaries is available to satisfy debt repayments as they become due, except to the extent of any rights of noncontrolling interests. Net assets attributable to noncontrolling interests were $831 and $837 at March 31, 2021 and December 31, 2020, respectively. All noncontrolling interests relate to non-guarantor subsidiaries.
Newmont and Newmont USA are primarily holding companies with no material operations, sources of income or assets other than equity interest in their subsidiaries and intercompany receivables or payables. Newmont USA’s primary investments are comprised of its 38.5% interest in NGM and 51.35% interest in Yanacocha. Prior to July 1, 2019, Newmont USA included certain operations from our previous Nevada mining operations, which were contributed in exchange for our 38.5% interest in NGM. For further information regarding these and our other operations, see Note 3 to our Condensed Consolidated Financial Statements and Part I, Item 2, Management’s Discussion and Analysis, Results of Consolidated Operations.
In addition to equity interests in subsidiaries, the Obligor Group’s balance sheets consisted primarily of the following intercompany assets, intercompany liabilities and external debt. The remaining assets and liabilities of the Obligor Group are considered immaterial at March 31, 2021 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligor Group
|
|
Newmont USA
|
|
March 31,
2021
|
|
December 31,
2020
|
|
March 31,
2021
|
|
December 31,
2020
|
Current intercompany assets
|
$
|
12,027
|
|
|
$
|
11,641
|
|
|
$
|
5,037
|
|
|
$
|
4,882
|
|
Non-current intercompany assets
|
$
|
2,042
|
|
|
$
|
2,120
|
|
|
$
|
191
|
|
|
$
|
282
|
|
Current intercompany liabilities
|
$
|
9,315
|
|
|
$
|
8,840
|
|
|
$
|
1,913
|
|
|
$
|
1,934
|
|
Current external debt
|
$
|
964
|
|
|
$
|
473
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Non-current external debt
|
$
|
4,890
|
|
|
$
|
5,382
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Newmont USA's subsidiary guarantees (the “subsidiary guarantees”) are general unsecured senior obligations of Newmont USA and rank equal in right of payment to all of Newmont USA's existing and future senior unsecured indebtedness and senior in right of payment to all of Newmont USA's future subordinated indebtedness. The subsidiary guarantees are effectively junior to any secured indebtedness of Newmont USA to the extent of the value of the assets securing such indebtedness.
At March 31, 2021, Newmont USA had approximately $5,854 of consolidated indebtedness (including guaranteed debt), all of which relates to the guarantees of indebtedness of Newmont.
Under the terms of the subsidiary guarantees, holders of Newmont’s securities subject to such subsidiary guarantees will not be required to exercise their remedies against Newmont before they proceed directly against Newmont USA.
Newmont USA will be released and relieved from all its obligations under the subsidiary guarantees in certain specified circumstances, including, but not limited to, the following:
•upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of Newmont USA (other than to Newmont or any of Newmont’s affiliates);
•upon the sale or disposition of all or substantially all the assets of Newmont USA (other than to Newmont or any of Newmont’s affiliates); or
•upon such time as Newmont USA ceases to guarantee more than $75 aggregate principal amount of Newmont’s debt (at March 31, 2021, Newmont USA guaranteed $600 aggregate principal amount of debt of Newmont that did not contain a similar fall-away provision).
Newmont’s debt securities are effectively junior to any secured indebtedness of Newmont to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all debt and other liabilities of Newmont’s non-guarantor subsidiaries. At March 31, 2021, (i) Newmont’s total consolidated indebtedness was approximately $6,714, none of which was secured (other than $684 of Lease and other financing obligations), and (ii) Newmont’s non-guarantor subsidiaries had $5,897 of total liabilities (including trade payables, but excluding intercompany and external debt and reclamation and remediation liabilities), which would have been structurally senior to Newmont’s debt securities.
For further information on Newmont’s debt subject to the subsidiary guarantees, see Note 18 to our Condensed Consolidated Financial Statements.
Contractual Obligations
As of March 31, 2021, there have been no material changes in our contractual obligations since December 31, 2020 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2020 for information regarding our contractual obligations.
Environmental
Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. We perform a comprehensive review of our reclamation and remediation liabilities annually and review changes in facts and circumstances associated with these obligations at least quarterly.
For a complete discussion of the factors that influence our reclamation obligations and the associated risks, refer to Part II, Item 7, Managements’ Discussion and Analysis of Consolidated Financial Condition and Results of Operations under the headings “Environmental” and “Critical Accounting Policies” and refer to Part I, Item 1A, Risk Factors under the heading “Mine closure, reclamation and remediation costs for environmental liabilities may exceed the provisions we have made” for the year ended December 31, 2020, filed February 18, 2021 on Form 10-K. For more information on the Company’s reclamation and remediation liabilities, see Notes 5 and 22 to the Condensed Consolidated Financial Statements.
Our sustainability strategy is a foundational element in achieving our purpose to create value and improve lives through sustainable and responsible mining. Sustainability and safety are integrated into the business at all levels of the organization through our global policies, standards, strategies, business plans and remuneration plans. For more information on the Company’s ESG efforts, refer to Part I, Item 1 in our annual report on Form 10-K, for the year ended December 31, 2020.
Non-GAAP Financial Measures
Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by U.S. generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Unless otherwise noted, we present the Non-GAAP financial measures of our continuing operations in the tables below.
Earnings before interest, taxes and depreciation and amortization and Adjusted earnings before interest, taxes and depreciation and amortization
Management uses Earnings before interest, taxes and depreciation and amortization (“EBITDA”) and EBITDA adjusted for non-core or certain items that have a disproportionate impact on our results for a particular period (“Adjusted EBITDA”) as non-GAAP measures to evaluate the Company’s operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, net income (loss), operating income (loss), or cash flow from operations as those terms are defined by GAAP, and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. Although Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements by other companies, our calculation of Adjusted EBITDA is not necessarily comparable to such other similarly titled captions of other companies. The Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Management’s determination of the components of Adjusted EBITDA are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to EBITDA and Adjusted EBITDA as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Net income (loss) attributable to Newmont stockholders
|
$
|
559
|
|
|
$
|
822
|
|
Net income (loss) attributable to noncontrolling interests
|
20
|
|
|
2
|
|
Net (income) loss from discontinued operations
|
(21)
|
|
|
15
|
|
Equity loss (income) of affiliates
|
(50)
|
|
|
(37)
|
|
Income and mining tax expense (benefit)
|
235
|
|
|
(23)
|
|
Depreciation and amortization
|
553
|
|
|
565
|
|
Interest expense, net
|
74
|
|
|
82
|
|
EBITDA
|
$
|
1,370
|
|
|
$
|
1,426
|
|
Adjustments:
|
|
|
|
Change in fair value of investments (1)
|
$
|
110
|
|
|
$
|
93
|
|
(Gain) loss on asset and investment sales (2)
|
(43)
|
|
|
(593)
|
|
Reclamation and remediation charges (3)
|
10
|
|
|
—
|
|
Restructuring and severance (4)
|
5
|
|
|
1
|
|
Settlement costs (5)
|
3
|
|
|
6
|
|
COVID-19 specific costs (6)
|
1
|
|
|
2
|
|
Impairment of long-lived and other assets (7)
|
1
|
|
|
—
|
|
Impairment of investments (8)
|
—
|
|
|
93
|
|
|
|
|
|
Loss on debt extinguishment (9)
|
—
|
|
|
74
|
|
Goldcorp transaction and integration costs (10)
|
—
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (11)
|
$
|
1,457
|
|
|
$
|
1,118
|
|
____________________________
(1)Change in fair value of investments, included in Other income, net, primarily represents unrealized holding gains and losses on marketable equity securities and our investment instruments. For additional information regarding our investments, see Note 15 to our Condensed Consolidated Financial Statements.
(2)(Gain) loss on asset and investment sales, included in Gain on asset and investment sales, net, primarily represents a gain on the sale of TMAC in 2021 and gains on the sale of Kalgoorlie and Continental in 2020. For additional information, see Note 7 to our Condensed Consolidated Financial Statements.
(3)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to reclamation and remediation plans at the Company's former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value.
(4)Restructuring and severance, included in Other expense, net, primarily represents severance and related costs associated with significant organizational or operating model changes implemented by the Company for all periods presented.
(5)Settlement costs, included in Other expense, net, primarily represents certain costs associated with legal and other settlements.
(6)COVID-19 specific costs, included in Other expense, net, primarily includes amounts distributed from the Newmont Global Community Support Fund to help host communities, governments and employees combat the COVID-19 pandemic. For the period ended March 31, 2021, Adjusted EBITDA has not been adjusted for $21 of incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites. See Note 6 to our Condensed Consolidated Financial Statements for further information.
(7)Impairment of long-lived and other assets, included in Other expense, net, represents non-cash write-downs of various assets that are no longer in use.
(8)Impairment of investments, included in Other income, net, primarily represents the other-than-temporary impairment of the TMAC investment recorded in 2020.
(9)Loss on debt extinguishment, included in Other income, net, primarily represents losses on the extinguishment of a portion of the 2022 Senior Notes and 2023 Senior Notes during 2020.
(10)Goldcorp transaction and integration costs, included in Other expense, net, primarily represents subsequent integration costs incurred during 2020 related to the Newmont Goldcorp transaction.
(11)Adjusted EBITDA has not been adjusted for $— and $20 during the periods ended March 31, 2021 and March 31, 2020, respectively, of cash care and maintenance costs, included in Other expense, net, which primarily represent costs incurred associated with our Musselwhite, Éléonore, Yanacocha and Cerro Negro mine sites being temporarily placed into care and maintenance in response to the COVID-19 pandemic.
Additionally, the Company uses Pueblo Viejo EBITDA as a non-GAAP measure to evaluate the operating performance of its investment in the Pueblo Viejo mine. Pueblo Viejo EBITDA does not represent, and should not be considered an alternative to, Equity income (loss) of affiliates, as defined by GAAP, and does not necessarily indicate whether cash distributions from Pueblo Viejo will match Pueblo Viejo EBITDA or earnings from affiliates. Although the Company has the ability to exert significant influence, it does not have direct control over the operations or resulting revenues and expenses, nor does it proportionately consolidate its investment in Pueblo Viejo. The Company believes that Pueblo Viejo EBITDA provides useful information to investors and others in understanding and evaluating the operating results of its investment in Pueblo Viejo, in the same manner as management and the Board of Directors. Equity income (loss) of affiliates is reconciled to Pueblo Viejo EBITDA as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Equity income (loss) of affiliates
|
$
|
50
|
|
|
$
|
37
|
|
Equity (income) loss of affiliates, excluding Pueblo Viejo (1)
|
—
|
|
|
11
|
|
Equity income (loss) of affiliates, Pueblo Viejo (1)
|
50
|
|
|
48
|
|
Reconciliation of Pueblo Viejo on attributable basis:
|
|
|
|
Income and mining tax expense (benefit)
|
47
|
|
|
37
|
|
Depreciation and amortization
|
20
|
|
|
16
|
|
|
|
|
|
Pueblo Viejo EBITDA
|
$
|
117
|
|
|
$
|
101
|
|
____________________________
(1)See Note 10 to the Condensed Consolidated Financial Statements.
Adjusted net income (loss)
Management uses Adjusted net income (loss) to evaluate the Company’s operating performance and for planning and forecasting future business operations. The Company believes the use of Adjusted net income (loss) allows investors and analysts to understand the results of the continuing operations of the Company and its direct and indirect subsidiaries relating to the sale of products, by excluding certain items that have a disproportionate impact on our results for a particular period. Adjustments to continuing operations are presented before tax and net of our partners’ noncontrolling interests, when applicable. The tax effect of adjustments is presented in the Tax effect of adjustments line and is calculated using the applicable regional tax rate. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to Adjusted net income (loss) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2021
|
|
|
|
per share data (1)
|
|
|
|
basic
|
|
diluted
|
Net income (loss) attributable to Newmont stockholders
|
$
|
559
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
Net loss (income) attributable to Newmont stockholders from discontinued operations
|
(21)
|
|
|
(0.03)
|
|
|
(0.03)
|
|
Net income (loss) attributable to Newmont stockholders from continuing operations
|
538
|
|
|
0.67
|
|
|
0.67
|
|
Change in fair value of investments (2)
|
110
|
|
|
0.14
|
|
|
0.14
|
|
(Gain) loss on asset and investment sales (3)
|
(43)
|
|
|
(0.05)
|
|
|
(0.05)
|
|
Reclamation and remediation charges (4)
|
10
|
|
|
0.01
|
|
|
0.01
|
|
Restructuring and severance, net (5)
|
4
|
|
|
—
|
|
|
—
|
|
Settlement costs (6)
|
3
|
|
|
—
|
|
|
—
|
|
COVID-19 specific costs (7)
|
1
|
|
|
—
|
|
|
—
|
|
Impairment of long-lived and other assets (8)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect of adjustments (9)
|
(19)
|
|
|
(0.02)
|
|
|
(0.02)
|
|
Valuation allowance and other tax adjustments, net (10)
|
(11)
|
|
|
(0.01)
|
|
|
(0.01)
|
|
Adjusted net income (loss)
|
$
|
594
|
|
|
$
|
0.74
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
Weighted average common shares (millions): (11)
|
|
|
801
|
|
|
802
|
|
____________________________
(1)Per share measures may not recalculate due to rounding.
(2)Change in fair value of investments, included in Other income, net, primarily represents unrealized holding gains and losses on marketable equity securities and our investment instruments. For additional information regarding our investments, see Note 15 to our Condensed Consolidated Financial Statements.
(3)(Gain) loss on asset and investment sales, included in Gain on asset and investment sales, net, primarily represents a gain on the sale of TMAC. For additional information, see Note 7 to our Condensed Consolidated Financial Statements.
(4)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to reclamation and remediation plans at the Company's former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value.
(5)Restructuring and severance, net, included in Other expense, net, primarily represents severance and related costs associated with significant organizational or operating model changes implemented by the Company. Total amount is presented net of income (loss) attributable to noncontrolling interests of $(1).
(6)Settlement costs, included in Other expense, net, primarily represents certain costs associated with legal and other settlements.
(7)COVID-19 specific costs, included in Other expense, net, primarily includes amounts distributed from the Newmont Global Community Support Fund to help host communities, governments and employees combat the COVID-19 pandemic. Adjusted net income (loss) has not been adjusted
for $21 of incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites. See Note 6 to our Condensed Consolidated Financial Statements for further information.
(8)Impairment of long-lived and other assets, included in Other expense, net, represents non-cash write-downs of various assets that are no longer in use.
(9)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (8), as described above, and are calculated using the applicable regional tax rate.
(10)Valuation allowance and other tax adjustments, net, included in Income and mining tax benefit (expense), is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment is due to a net increase or (decrease) to capital losses, tax credit carryovers and other deferred tax assets subject to valuation allowance of $21, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(28), and other tax adjustments of $(2). Total amount is presented net of income (loss) attributable to noncontrolling interests of $(2).
(11)Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with U.S. GAAP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2020
|
|
|
|
per share data (1)
|
|
|
|
basic
|
|
diluted
|
Net income (loss) attributable to Newmont stockholders
|
$
|
822
|
|
|
$
|
1.02
|
|
|
$
|
1.02
|
|
Net loss (income) attributable to Newmont stockholders from discontinued operations
|
15
|
|
|
0.02
|
|
|
0.02
|
|
Net income (loss) attributable to Newmont stockholders from continuing operations
|
837
|
|
|
1.04
|
|
|
1.04
|
|
|
|
|
|
|
|
(Gain) loss on asset and investment sales (2)
|
(593)
|
|
|
(0.73)
|
|
|
(0.73)
|
|
Change in fair value of investments (3)
|
93
|
|
|
0.11
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of investments (4)
|
93
|
|
|
0.11
|
|
|
0.11
|
|
Loss on debt extinguishment (5)
|
74
|
|
|
0.09
|
|
|
0.09
|
|
Goldcorp transaction and integration costs (6)
|
16
|
|
|
0.02
|
|
|
0.02
|
|
Settlement costs (7)
|
6
|
|
|
—
|
|
|
—
|
|
COVID-19 specific costs (8)
|
2
|
|
|
—
|
|
|
—
|
|
Restructuring and severance (9)
|
1
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Tax effect of adjustments (10)
|
93
|
|
|
0.13
|
|
|
0.13
|
|
Valuation allowance and other tax adjustments, net (11)
|
(296)
|
|
|
(0.37)
|
|
|
(0.37)
|
|
Adjusted net income (loss) (12)
|
$
|
326
|
|
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
Weighted average common shares (millions): (13)
|
|
|
807
|
|
|
809
|
|
|
|
|
|
|
|
____________________________
(1)Per share measures may not recalculate due to rounding.
(2)(Gain) loss on asset and investment sales, included in Gain on asset and investment sales, net, primarily represents gains on the sale of Kalgoorlie and Continental. For additional information, see Note 7 to our Condensed Consolidated Financial Statements.
(3)Change in fair value of investments, included in Other income, net, primarily represents unrealized holding gains and losses on marketable equity securities and our investment instruments. For additional information regarding our investment, see Note 15 to our Condensed Consolidated Financial Statements.
(4)Impairment of investments, included in Other income, net, represents the other-than-temporary impairment of the TMAC investment.
(5)Loss on debt extinguishment, included in Other income, net, primarily represents losses on the extinguishment of a portion of the 2022 Senior Notes and 2023 Senior Notes.
(6)Goldcorp transaction and integration costs, included in Other expense, net, primarily represents incremental direct costs incurred related to the Newmont Goldcorp transaction.
(7)Settlement costs, included in Other expense, net, primarily represents certain costs associated with legal and other settlements.
(8)COVID-19 specific costs, included in Other expense, net, represents incremental direct costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic. See Note 6 to our Condensed Consolidated Financial Statements for further information.
(9)Restructuring and severance, included in Other expense, net, primarily represents certain costs associated with severance and legal costs.
(10)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (9), as described above, and are calculated using the applicable regional tax rate.
(11)Valuation allowance and other tax adjustments, included in Income and mining tax benefit (expense), is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, disallowed foreign losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment is due to a net increase or (decrease) to net operating losses, tax credit carryovers and other deferred tax assets subject to valuation allowance of $(109), the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(179), reductions to the reserve for uncertain tax positions of $(24) and other tax adjustments of $31. Amounts are presented net of income (loss) attributable to noncontrolling interests of $(15).
(12)Adjusted net income (loss) has not been adjusted for $18 of cash and $6 of non-cash care and maintenance costs, included in Other expense, net and Depreciation and amortization, respectively, which primarily represent costs associated with our Musselwhite, Éléonore, Yanacocha and Cerro Negro mine sites being temporarily placed into care and maintenance in response to the COVID-19 pandemic during the period ended March 31, 2020. Amounts are presented net of income (loss) attributable to noncontrolling interests of $2 and $1, respectively.
(13)Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with U.S. GAAP.
Free Cash Flow
Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Net cash provided by (used in) operating activities less Net cash provided by (used in) operating activities of discontinued operations less Additions to property, plant and mine development as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.
The presentation of non-GAAP Free Cash Flow is not meant to be considered in isolation or as an alternative to net income as an indicator of the Company’s performance, or as an alternative to cash flows from operating activities as a measure of liquidity as those terms are defined by GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. The Company’s definition of Free Cash Flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, the Company believes it is important to view Free Cash Flow as a measure that provides supplemental information to the Company’s Condensed Consolidated Statements of Cash Flows.
The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Net cash provided by (used in) operating activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow, as well as information regarding Net cash provided by (used in) investing activities and Net cash provided by (used in) financing activities.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2021
|
|
2020
|
Net cash provided by (used in) operating activities
|
$
|
841
|
|
|
$
|
936
|
|
Less: Net cash used in (provided by) operating activities of discontinued operations
|
—
|
|
|
3
|
|
Net cash provided by (used in) operating activities of continuing operations
|
841
|
|
|
939
|
|
Less: Additions to property, plant and mine development
|
(399)
|
|
|
(328)
|
|
Free Cash Flow
|
$
|
442
|
|
|
$
|
611
|
|
|
|
|
|
Net cash provided by (used in) investing activities (1)
|
$
|
(350)
|
|
|
$
|
1,123
|
|
Net cash provided by (used in) financing activities
|
$
|
(511)
|
|
|
$
|
(586)
|
|
____________________________
(1)Net cash provided by (used in) investing activities includes Additions to property, plant and mine development, which is included in the Company’s computation of Free Cash Flow.
Costs applicable to sales per ounce/gold equivalent ounce
Costs applicable to sales per ounce/gold equivalent ounce are non-GAAP financial measures. These measures are calculated by dividing the costs applicable to sales of gold and other metals by gold ounces or gold equivalent ounces sold, respectively. These measures are calculated for the periods presented on a consolidated basis. Costs applicable to sales per ounce/gold equivalent ounce statistics are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently.
The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measures.
Costs applicable to sales per ounce
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Costs applicable to sales (1)(2)
|
$
|
1,065
|
|
|
$
|
1,140
|
|
Gold sold (thousand ounces)
|
1,417
|
|
|
1,460
|
|
Costs applicable to sales per ounce (3)
|
$
|
752
|
|
|
$
|
781
|
|
____________________________
(1)Includes by-product credits of $55 and $24 during the three months ended March 31, 2021 and 2020, respectively.
(2)Excludes Depreciation and amortization and Reclamation and remediation.
(3)Per ounce measures may not recalculate due to rounding.
Costs applicable to sales per gold equivalent ounce
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
2021
|
|
2020
|
Costs applicable to sales (1)(2)
|
$
|
182
|
|
|
$
|
192
|
|
Gold equivalent ounces - other metals (thousand ounces) (3)
|
327
|
|
|
319
|
|
Costs applicable to sales per ounce (4)
|
$
|
555
|
|
|
$
|
602
|
|
____________________________
(1)Includes by-product credits of $1 and $— during the three months ended March 31, 2021 and 2020, respectively.
(2)Excludes Depreciation and amortization and Reclamation and remediation.
(3)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($22.00/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2021 and Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($16.00/oz.), Lead ($0.95/lb.) and Zinc ($1.20/lb.) pricing for 2020.
(4)Per ounce measures may not recalculate due to rounding.
All-In Sustaining Costs
Newmont has developed a metric that expands on GAAP measures, such as cost of goods sold, and non-GAAP measures, such as costs applicable to sales per ounce, to provide visibility into the economics of our mining operations related to expenditures, operating performance and the ability to generate cash flow from our continuing operations.
Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all of the expenditures incurred to discover, develop and sustain production. Therefore, we believe that all-in sustaining costs is a non-GAAP measure that provides additional information to management, investors and analysts that aid in the understanding of the economics of our operations and performance compared to other producers and provides investors visibility by better defining the total costs associated with production.
All-in sustaining cost (“AISC”) amounts are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles, policies applied and in accounting frameworks such as in International Financial Reporting Standards (“IFRS”), or by reflecting the benefit from selling non-gold metals as a reduction to AISC. Differences may also arise related to definitional differences of sustaining versus development (i.e. non-sustaining) activities based upon each company’s internal policies.
The following disclosure provides information regarding the adjustments made in determining the All-in sustaining costs measure:
Costs applicable to sales. Includes all direct and indirect costs related to current production incurred to execute the current mine plan. We exclude certain exceptional or unusual amounts from Costs applicable to sales (“CAS”), such as significant revisions to recovery amounts. CAS includes by-product credits from certain metals obtained during the process of extracting and processing the primary ore-body. CAS is accounted for on an accrual basis and excludes Depreciation and amortization and Reclamation and remediation, which is consistent with our presentation of CAS on the Condensed Consolidated Statements of Operations. In determining AISC, only the CAS associated with producing and selling an ounce of gold is included in the measure. Therefore, the amount of gold CAS included in AISC is derived from the CAS presented in the Company’s Condensed Consolidated Statements of Operations less the amount of CAS attributable to the production of other metals at our Peñasquito and Boddington mines. The other metals CAS at those mine sites is disclosed in Note 3 to the Condensed Consolidated Financial Statements. The allocation of CAS between gold and other
metals at the Peñasquito and Boddington mines is based upon the relative sales value of gold and other metals produced during the period.
Reclamation costs. Includes accretion expense related to reclamation liabilities and the amortization of the related Asset Retirement Cost (“ARC”) for the Company’s operating properties. Accretion related to the reclamation liabilities and the amortization of the ARC assets for reclamation does not reflect annual cash outflows but are calculated in accordance with GAAP. The accretion and amortization reflect the periodic costs of reclamation associated with current production and are therefore included in the measure. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Peñasquito and Boddington mines.
Advanced projects, research and development and exploration. Includes incurred expenses related to projects that are designed to sustain current production and exploration. We note that as current resources are depleted, exploration and advanced projects are necessary for us to replace the depleting reserves or enhance the recovery and processing of the current reserves to sustain production at existing operations. As these costs relate to sustaining our production, and are considered a continuing cost of a mining company, these costs are included in the AISC measure. These costs are derived from the Advanced projects, research and development and Exploration amounts presented in the Condensed Consolidated Statements of Operations less incurred expenses related to the development of new operations, or related to major projects at existing operations where these projects will materially benefit the operation in the future. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Peñasquito and Boddington mines.
General and administrative. Includes costs related to administrative tasks not directly related to current production, but rather related to support our corporate structure and fulfill our obligations to operate as a public company. Including these expenses in the AISC metric provides visibility of the impact that general and administrative activities have on current operations and profitability on a per ounce basis.
Other expense, net. We exclude certain exceptional or unusual expenses, such as restructuring, as these are not indicative to sustaining our current operations. Furthermore, this adjustment to Other expense, net is also consistent with the nature of the adjustments made to Net income (loss) attributable to Newmont stockholders as disclosed in the Company’s non-GAAP financial measure Adjusted net income (loss). The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Peñasquito and Boddington mines.
Treatment and refining costs. Includes costs paid to smelters for treatment and refining of our concentrates to produce the salable metal. These costs are presented net as a reduction of Sales on our Condensed Consolidated Statements of Operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Peñasquito and Boddington mines.
Sustaining capital and finance lease payments. We determined sustaining capital and finance lease payments as those capital expenditures and finance lease payments that are necessary to maintain current production and execute the current mine plan. We determined development (i.e. non-sustaining) capital expenditures and finance lease payments to be those payments used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation and are excluded from the calculation of AISC. The classification of sustaining and development capital projects and finance leases is based on a systematic review of our project portfolio in light of the nature of each project. Sustaining capital and finance lease payments are relevant to the AISC metric as these are needed to maintain the Company’s current operations and provide improved transparency related to our ability to finance these expenditures from current operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Peñasquito and Boddington mines.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2021
|
Costs Applicable to
Sales(1)(2)(3)
|
|
Reclamation Costs(4)
|
|
Advanced Projects, Research and Development and Exploration(5)
|
|
General and Administrative
|
|
Other Expense, Net(6)(7)
|
|
Treatment and Refining Costs
|
|
Sustaining Capital and Lease Related Costs(8)(9)
|
|
All-In Sustaining Costs
|
|
Ounces (000) Sold
|
|
All-In Sustaining Costs Per oz.(10)
|
Gold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CC&V
|
$
|
61
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
72
|
|
|
56
|
|
|
$
|
1,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Musselwhite
|
39
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
50
|
|
|
39
|
|
|
1,305
|
|
Porcupine
|
66
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
80
|
|
|
74
|
|
|
1,104
|
|
Éléonore
|
53
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
18
|
|
|
75
|
|
|
61
|
|
|
1,226
|
|
Peñasquito
|
89
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|
16
|
|
|
121
|
|
|
190
|
|
|
632
|
|
Other North America
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
North America
|
308
|
|
|
6
|
|
|
9
|
|
|
2
|
|
|
5
|
|
|
10
|
|
|
61
|
|
|
401
|
|
|
420
|
|
|
957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yanacocha
|
50
|
|
|
12
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
2
|
|
|
74
|
|
|
61
|
|
|
1,215
|
|
Merian
|
81
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
93
|
|
|
108
|
|
|
864
|
|
Cerro Negro
|
40
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
11
|
|
|
59
|
|
|
47
|
|
|
1,263
|
|
Other South America
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
South America
|
171
|
|
|
14
|
|
|
3
|
|
|
2
|
|
|
16
|
|
|
—
|
|
|
23
|
|
|
229
|
|
|
216
|
|
|
1,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boddington
|
131
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
56
|
|
|
195
|
|
|
146
|
|
|
1,330
|
|
Tanami
|
70
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|
97
|
|
|
122
|
|
|
796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Australia
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Australia
|
201
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
82
|
|
|
296
|
|
|
268
|
|
|
1,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahafo
|
92
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|
114
|
|
|
104
|
|
|
1,094
|
|
Akyem
|
66
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
82
|
|
|
104
|
|
|
788
|
|
Other Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Africa
|
158
|
|
|
10
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|
198
|
|
|
208
|
|
|
950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada Gold Mines
|
227
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
265
|
|
|
305
|
|
|
868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada
|
227
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
265
|
|
|
305
|
|
|
868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
—
|
|
|
—
|
|
|
25
|
|
|
53
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
83
|
|
|
—
|
|
|
—
|
|
Total Gold
|
$
|
1,065
|
|
|
$
|
35
|
|
|
$
|
44
|
|
|
$
|
65
|
|
|
$
|
25
|
|
|
$
|
13
|
|
|
$
|
225
|
|
|
$
|
1,472
|
|
|
1,417
|
|
|
$
|
1,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold equivalent ounces - other metals (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peñasquito
|
$
|
155
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
43
|
|
|
$
|
23
|
|
|
$
|
227
|
|
|
298
|
|
|
$
|
763
|
|
Boddington
|
27
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
41
|
|
|
29
|
|
|
1,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gold Equivalent Ounces
|
$
|
182
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
44
|
|
|
$
|
35
|
|
|
$
|
268
|
|
|
327
|
|
|
$
|
819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
1,247
|
|
|
$
|
38
|
|
|
$
|
44
|
|
|
$
|
65
|
|
|
$
|
29
|
|
|
$
|
57
|
|
|
$
|
260
|
|
|
$
|
1,740
|
|
|
|
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $56 and excludes co-product revenues of $390.
(3)Includes stockpile and leach pad inventory adjustments of $4 at CC&V and $10 at NGM.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $20 and $18, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value of $13 and $13, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $2 at CC&V, $1 at Porcupine, $1 at Éléonore, $1 at Yanacocha, $1 at Merian, $6 at Other South America, $2 at Tanami, $2 at Other Australia, $1 at Ahafo, $1 at Akyem and $4 at NGM, totaling $22 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net includes incremental COVID-19 costs incurred as a result of actions taken to protect against the impacts of the COVID-19 pandemic at our operational sites of $7 for North America, $12 for South America, $1 for Australia and $1 for Africa, totaling $21.
(7)Other expense, net is adjusted for restructuring and severance costs of $5, settlement costs of $3, distributions from the Newmont Global Community Support Fund of $1 and impairment of long-lived and other assets of $1.
(8)Includes sustaining capital expenditures of $73 for North America, $23 for South America, $88 for Australia, $25 for Africa, $31 for Nevada, and $3 for Corporate and Other, totaling $243 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $156. The following are major development projects: Pamour, Yanacocha Sulfides, Quecher Main, Cerro Negro expansion projects, Tanami Expansion 2, Subika Mining Method Change, Ahafo North, Goldrush Complex and Turquoise Ridge 3rd shaft.
(9)Includes finance lease payments for sustaining projects of $17.
(10)Per ounce measures may not recalculate due to rounding.
(11)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($22.00/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2020
|
Costs Applicable to
Sales(1)(2)(3)
|
|
Reclamation Costs(4)
|
|
Advanced Projects, Research and Development and Exploration(5)
|
|
General and Administrative
|
|
Other Expense, Net(6)(7)
|
|
Treatment and Refining Costs
|
|
Sustaining Capital and Lease Related Costs(8)(9)
|
|
All-In Sustaining Costs
|
|
Ounces (000) Sold
|
|
All-In Sustaining Costs Per oz.(10)
|
Gold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CC&V
|
$
|
60
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
68
|
|
|
65
|
|
|
$
|
1,043
|
|
Red Lake
|
45
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
50
|
|
|
42
|
|
|
1,182
|
|
Musselwhite
|
25
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
38
|
|
|
15
|
|
|
2,602
|
|
Porcupine
|
55
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
63
|
|
|
73
|
|
|
881
|
|
Éléonore
|
61
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
14
|
|
|
83
|
|
|
67
|
|
|
1,248
|
|
Peñasquito
|
64
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
76
|
|
|
97
|
|
|
769
|
|
Other North America
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
North America
|
310
|
|
|
4
|
|
|
8
|
|
|
3
|
|
|
9
|
|
|
2
|
|
|
47
|
|
|
383
|
|
|
359
|
|
|
1,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yanacocha
|
127
|
|
|
17
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
155
|
|
|
119
|
|
|
1,309
|
|
Merian
|
81
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
92
|
|
|
130
|
|
|
707
|
|
Cerro Negro
|
51
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
10
|
|
|
72
|
|
|
73
|
|
|
985
|
|
Other South America
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
South America
|
259
|
|
|
19
|
|
|
7
|
|
|
2
|
|
|
11
|
|
|
—
|
|
|
23
|
|
|
321
|
|
|
322
|
|
|
997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boddington
|
131
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
25
|
|
|
163
|
|
|
148
|
|
|
1,094
|
|
Tanami
|
65
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
87
|
|
|
120
|
|
|
728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Australia
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Australia
|
196
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
45
|
|
|
254
|
|
|
268
|
|
|
949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ahafo
|
81
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|
101
|
|
|
96
|
|
|
1,055
|
|
Akyem
|
51
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
64
|
|
|
83
|
|
|
766
|
|
Other Africa
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Africa
|
132
|
|
|
9
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
23
|
|
|
167
|
|
|
179
|
|
|
930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada Gold Mines
|
243
|
|
|
3
|
|
|
6
|
|
|
3
|
|
|
5
|
|
|
2
|
|
|
46
|
|
|
308
|
|
|
332
|
|
|
927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nevada
|
243
|
|
|
3
|
|
|
6
|
|
|
3
|
|
|
5
|
|
|
2
|
|
|
46
|
|
|
308
|
|
|
332
|
|
|
927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other
|
—
|
|
|
—
|
|
|
12
|
|
|
51
|
|
|
2
|
|
|
—
|
|
|
6
|
|
|
71
|
|
|
—
|
|
|
—
|
|
Total Gold
|
$
|
1,140
|
|
|
$
|
38
|
|
|
$
|
36
|
|
|
$
|
65
|
|
|
$
|
28
|
|
|
$
|
7
|
|
|
$
|
190
|
|
|
$
|
1,504
|
|
|
1,460
|
|
|
$
|
1,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold equivalent ounces - other metals (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peñasquito
|
$
|
167
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
26
|
|
|
$
|
242
|
|
|
288
|
|
|
$
|
841
|
|
Boddington
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
32
|
|
|
31
|
|
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gold Equivalent Ounces
|
$
|
192
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
31
|
|
|
$
|
274
|
|
|
319
|
|
|
$
|
860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
1,332
|
|
|
$
|
40
|
|
|
$
|
37
|
|
|
$
|
65
|
|
|
$
|
28
|
|
|
$
|
55
|
|
|
$
|
221
|
|
|
$
|
1,778
|
|
|
|
|
|
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $24 and excludes co-product revenues of $260.
(3)Includes stockpile and leach pad inventory adjustments of $18 at Yanacocha and $6 at NGM.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $23 and $17, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties and historic mining operations that have entered the closure phase and have no substantive future economic value of $13 and $2, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $1 at CC&V, $1 at Porcupine, $1 at Peñasquito, $1 at Yanacocha, $1 at Merian, $4 at Cerro Negro, $8 at Other South America, $2 at Tanami, $2 at Other Australia, $5 at Ahafo, $2 at Akyem, $2 at Other Africa, $1 at NGM and $3 at Corporate and Other, totaling $34 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net includes $3, $6, $4 and $7 of cash care and maintenance costs associated with our Musselwhite, Éléonore, Yanacocha and Cerro Negro sites, respectively, temporarily being placed into care and maintenance in response to the COVID-19 global pandemic, during the period March 31, 2020 that we would have continued to incur if the sites were not temporarily placed into care and maintenance.
(7)Other expense, net is adjusted for Goldcorp transaction and integration costs of $16, settlement costs of $6, incremental costs of responding to the COVID-19 pandemic of $2 and restructuring and severance costs of $1.
(8)Includes sustaining capital expenditures of $61 for North America, $23 for South America, $47 for Australia, $23 for Africa, $46 for Nevada and $6 for Corporate and Other, totaling $206 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $122. The following are major development projects: Musselwhite Materials Handling, Éléonore Lower Mine Material Handling System, Quecher Main, Yanacocha Sulfides, Tanami Expansion 2, Ahafo North, Goldrush Complex, Turquoise Ridge joint venture 3rd shaft and Range Front Declines at Cortez.
(9)Includes finance lease payments for sustaining projects of $15.
(10)Per ounce measures may not recalculate due to rounding.
(11)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($16.00/oz.), Lead ($0.95/lb.) and Zinc ($1.20/lb.) pricing for 2020.
Accounting Developments
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, see Note 2 to the Condensed Consolidated Financial Statements.
Refer to our Management’s Discussion and Analysis of Accounting Developments and Critical Accounting Policies included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on February 18, 2021 for additional information on our critical accounting policies and estimates.
Safe Harbor Statement
Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “estimate(s)”, “should”, “intend(s)” and similar expressions are intended to identify forward-looking statements. Our forward-looking statements may include, without limitation:
•estimates regarding future earnings and the sensitivity of earnings to gold, copper and other metal prices;
•estimates of future mineral production and sales;
•estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;
•estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices;
•estimates of future capital expenditures, construction, production or closure activities and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;
•estimates as to the projected development of certain ore deposits, including the timing of such development, the costs of such development and other capital costs, financing plans for these deposits and expected production commencement dates;
•estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of reserves to metal price changes;
•statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future debt repayments or debt tender transactions;
•estimates regarding future exploration expenditures, results and reserves;
•statements regarding fluctuations in financial and currency markets;
•estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;
•expectations regarding future or recent acquisitions and joint ventures, including, without limitation, projected benefits, synergies, value creation, integration, timing and costs and related valuations and other matters;
•expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;
•statements regarding future hedge and derivative positions or modifications thereto;
•statements regarding political, economic or governmental conditions and environments;
•statements regarding the impacts of changes in the legal and regulatory environment in which we operate;
•estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters;
•estimates of income taxes and expectations relating to tax contingencies or tax audits;
•estimates of pension and other post-retirement costs; and
•expectations regarding the impacts of COVID-19 and other health and safety conditions.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Such risks and uncertainties include, but are not limited to:
•the price of gold, copper and other metal prices and commodities;
•the cost of operations;
•currency fluctuations;
•geological and metallurgical assumptions;
•operating performance of equipment, processes and facilities;
•the impact of COVID-19, including, without limitation, impacts on employees, operations, regulations resulting in potential business interruptions and travel restrictions, commodity prices, costs, supply chain and the U.S. and the global economy;
•labor relations;
•timing of receipt of necessary governmental permits or approvals;
•domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;
•changes in tax laws;
•domestic and international economic and political conditions;
•our ability to obtain or maintain necessary financing; and
•other risks and hazards associated with mining operations.
More detailed information regarding these factors is included in the section titled Item 1, Business; Item 1A, Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2020, and elsewhere throughout this report. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.
All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (dollars in millions, except per ounce and per pound amounts).
Metal Prices
Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the U.S. dollar; inflation, deflation, or other general price instability; and global mine production levels. Changes in the market price of copper, silver, lead and zinc also affect our profitability and cash flow. These metals are traded on established international exchanges and prices generally reflect market supply and demand, but can also be influenced by speculative trading in the commodity or by currency exchange rates.
Decreases in the market price of metals can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value. Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at March 31, 2021 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $1,794 and $1,500 per ounce, respectively, a short-term and long-term copper price of $3.86 and $3.00 per pound, respectively, a short-term and long-term silver price of $26.26 and $18.00 per ounce, respectively, a short-term and long-term lead price of $0.92 and $1.05 per pound, respectively, a short-term and long-term zinc price of $1.25 and $1.30 per pound, respectively, a short-term and long-term U.S. to Australian dollar exchange rate of $0.77 and $0.77,
respectively, a short-term and long-term U.S. to Canadian dollar exchange rate of $0.79 and $0.80, respectively, a short-term and long-term U.S. dollar to Mexican Peso exchange rate of $0.05 and $0.05, respectively and a short-term and long-term U.S. dollar to Argentinian Peso exchange rate of $0.01 and $0.02, respectively.
The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.
Foreign Currency
In addition to our operations in the United States, we have significant operations and/or assets in Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana. All of our operations sell their gold, copper, silver, lead and zinc production based on U.S. dollar metal prices. Foreign currency exchange rates can fluctuate widely due to numerous factors, such as supply and demand for foreign and U.S. currencies and U.S. and foreign country economic conditions. Fluctuations in the local currency exchange rates in relation to the U.S. dollar can increase or decrease profit margins, cash flow and Costs applicable to sales per ounce/ pound to the extent costs are paid in local currency at foreign operations.
Commodity Price Exposure
Our provisional metal sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the respective metal concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which is not designated for hedge accounting treatment, is marked to market through earnings each period prior to final settlement.
At March 31, 2021, Newmont had gold sales of 201,000 ounces priced at an average of $1,692 per ounce, subject to final pricing over the next several months. Each 10% change in the price for provisionally priced gold sales would have an approximate $23 effect on our Net income (loss) attributable to Newmont stockholders. The London Bullion Market Association P.M. closing settlement price at March 31, 2021 for gold was $1,691 per ounce.
At March 31, 2021, Newmont had copper sales of 11 million pounds priced at an average of $4.01 per pound, subject to final pricing over the next several months. Each 10% change in the price for provisionally priced copper sales would have an approximate $3 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at March 31, 2021 for copper was $4.01 per pound.
At March 31, 2021, Newmont had silver sales of 6 million ounces priced at an average of $24.00 per ounce, subject to final pricing over the next several months. Each 10% change in the price for provisionally priced silver sales would have an approximate $9 effect on our Net income (loss) attributable to Newmont stockholders. The London Bullion Market Association closing settlement price at March 31, 2021 for silver was $24.48 per ounce.
At March 31, 2021, Newmont had lead sales of 29 million pounds priced at an average of $0.89 per pound, subject to final pricing over the next several months. Each 10% change in the price for provisionally priced lead sales would have an approximate $2 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at March 31, 2021 for lead was $0.89 per pound.
At March 31, 2021, Newmont had zinc sales of 85 million pounds priced at an average of $1.27 per pound, subject to final pricing over the next several months. Each 10% change in the price for provisionally priced zinc sales would have an approximate $7 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at March 31, 2021 for zinc was $1.27 per pound.
ITEM 4. CONTROLS AND PROCEDURES.
During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Information regarding legal proceedings is contained in Note 22 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.
ITEM 1A. RISK FACTORS.
There were no material changes from the risk factors set forth under Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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(a)
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(b)
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(c)
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(d)
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Period
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Total Number of Shares Purchased(1)
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Average Price Paid Per Share(1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
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Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs(2)
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January 1, 2021 through January 31, 2021
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7,797
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$
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61.05
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—
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$
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1,000,000,000
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February 1, 2021 through February 28, 2021
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202,426
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$
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56.98
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—
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$
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1,000,000,000
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March 1, 2021 through March 31, 2021
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285,287
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$
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55.71
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—
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$
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1,000,000,000
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____________________________
(1)The total number of shares purchased (and the average price paid per share) reflects shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 7,797 shares, 202,426 shares and 285,287 shares for the fiscal months of January, February and March 2021, respectively.
(2)In January 2021, the Company announced that the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide leading returns to shareholders, provided that the aggregate value of shares of common stock repurchased under the new program does not exceed $1 billion, and such program will expire on July 15, 2022. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including trading volume, market conditions, legal requirements, business conditions and other factors. The repurchase program may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
At Newmont, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Newmont, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.
In addition, we have established our “Rapid Response” crisis management process to mitigate and prevent the escalation of adverse consequences if existing risk management controls fail, particularly if an incident may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, so as to reduce the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, to ensure communications are being carried out in accordance with legal and ethical requirements and to identify actions in addition to those addressing the immediate hazards.
The health and safety of our people and our host communities is paramount. This is why Newmont engaged its Rapid Response process early in connection with the on-going COVID-19 pandemic and proactively took conservative steps to prevent further transmission of the Coronavirus. Refer to the “First Quarter 2021 Highlights”, “Results of Consolidated Operations”, “Liquidity and Capital Resources”, “Non-GAAP Financial Measures” and “Accounting Developments” for further information about the impacts of the COVID-19 pandemic on the Company.
The operation of our U.S. based mine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years. As of the date of filing, Newmont has received no citations by MSHA in connection with COVID-19 related regulations or requirements.
Newmont is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Quarterly Report. It is noted that the Nevada mines owned by Nevada Gold Mines LLC, a joint venture between the Company (38.5%) and Barrick Gold Corporation (“Barrick”) (61.5%), are not included in the Company’s Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
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Exhibit
Number
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Description
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10.1
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-
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First Amendment Agreement, dated as of March 30, 2021, to the Credit Agreement, dated as of April 4, 2019, among Newmont Corporation as borrower, and the lenders party thereto, and Citibank N.A., as administrative agent. Incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K filed with the Securities and Exchange Commission on March 30, 2021.
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10.2*
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-
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10.3*
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-
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10.4*
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-
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10.5*
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-
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10.6*
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22
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-
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31.1
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-
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31.2
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-
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32.1
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-
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32.2
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-
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95
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-
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101
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-
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101.INS
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XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation
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101.DEF
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XBRL Taxonomy Extension Definition
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101.LAB
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XBRL Taxonomy Extension Labels
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101.PRE
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XBRL Taxonomy Extension Presentation
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104
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Cover Page Interactive Data File (embedded within the XBRL document)
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*This exhibit relates to compensatory plans or arrangements.
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.
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NEWMONT CORPORATION
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(Registrant)
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Date: April 29, 2021
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/s/ NANCY K. BUESE
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Nancy K. Buese
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Date: April 29, 2021
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/s/ JOHN W. KITLEN
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John W. Kitlen
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Vice President, Controller and Chief Accounting Officer
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(Principal Accounting Officer)
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NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM
(Effective January 1, 2021)
NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM
(Effective January 1, 2021)
PURPOSE
This Senior Executive Compensation Program includes the Restricted Stock Unit Bonus program, Performance Stock Bonus program and the Individual Bonus for the eligible Employees. This Program is a restatement of the Senior Executive Compensation Program effective on January 1, 2020. The purpose of the Restricted Stock Unit Bonus program and the Performance Stock Bonus program is to provide eligible Employees a direct interest in the success of the operations of Newmont Corporation (“Newmont”). The purpose of the Individual Bonus is to provide eligible Employees additional incentive to meet strategic objectives. The eligible Employees will be rewarded in accordance with the terms and conditions described below.
This Program is intended to be a program described in Department of Labor Regulation Sections 2510.3-1(b) and 2510.3-2(c), and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.
I. DEFINITIONS
The capitalized terms used in this compensation program shall have the same meaning as the capitalized terms in the Section 16 Officer and Senior Executive Short-Term Incentive Program (“STIP”), unless otherwise defined or stated herein. The following terms used in this compensation program shall have the meanings set forth below.
1. 1 “Absolute Total Shareholder Return” means; (a) the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days for administrative purposes, on the New York Stock Exchange of the Extended Performance Period, minus (b) the share price used to determine the Target Performance Stock Unit Award, assuming dividends are reinvested as of the ex-dividend date, divided by (c) the share price used to determine the Target Performance Stock Unit Award. The Leadership Development and Compensation Committee retains authority to make adjustments for extraordinary events affecting the calculations.
1.2 “Cause” means a) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Employee acted in accordance with an authorized written opinion of Newmont’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” b) any dishonest or fraudulent activity by the Employee or the reasonable belief by Newmont or an affiliated entity of the Employee’s breach of any contract, agreement or representation with the Newmont or an affiliated entity, or c) violation, or Newmont’s or an affiliated entity’s belief of Employee’s violation, of Newmont Corporation’s Code of Conduct and underlying policies and standards.
1.3 “Change of Control Price” means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.
1.4 “Common Stock” means the $1.60 par value common stock of Newmont.
1.5 “Extended Performance Period” means the time frame between the beginning and ending average closing prices (generally deemed to be three years with adjustments for administrative purposes) over which the Leadership Development and Compensation Committee will calculate and determine the Performance Stock Bonus.
1.6 “Fair Market Value” has the meaning given such term in the 2020 Stock Incentive Compensation Plan.
1.7 “Performance Stock Bonus” means the bonus payable to an eligible Employee in the form of Common Stock under this compensation program with respect to an Extended Performance Period (or portion thereof as provided in Section 4.4) and is calculated as described in Section 4.2.
1.8 “Performance Period” means the timeframe over which the Leadership Development and Compensation Committee will calculate and determine the Individual Bonus and the Restricted Stock Unit Bonus.
1.9 “Performance Stock” means the right to receive from Newmont Common Stock or restricted stock units under terms and conditions defined in a restricted stock unit or other award agreement, as determined by the Leadership Development and Compensation Committee.
1.10 “Relative Total Shareholder Return” means Newmont’s total shareholder return, defined as the change in the closing price of a share of Common Stock, assuming dividends are reinvested as of the ex-dividend date, between the share price used to determine the Target Performance Stock Unit Award and the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period; as compared to the total shareholder return, assuming dividends are reinvested as of the ex-dividend date, of an index of peer companies selected and determined by the Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee retains authority to make adjustments for extraordinary events affecting the calculations.
1.11 “Individual Bonus” means the cash bonus payable to an eligible Employee based on the individual contribution of such eligible Employee to achievement of Newmont’s strategic objectives during the Performance Period, as set forth in Section 5.1 (or portion thereof as provided in Section 5.2).
1.12 “Restricted Stock Unit Bonus” means the bonus payable to an eligible Employee in the form of restricted stock units under this compensation program annually (or portion of a year as provided in Section 3.2), which shall be determined by dividing the eligible Employee’s Target Restricted Stock Unit Bonus by Fair Market Value, on the date of grant of the Restricted Stock Unit Bonus. The restricted stock units granted as a Restricted Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Leadership Development and Compensation Committee.
1.13 “Retirement” means at least age 55, and, at least 5 years of continuous employment with Newmont and/or an Affiliated Entity, and, a total of at least 65 when adding age plus years of employment. This definition differs from the definition of retirement in other benefits plans, such as pension plans of Newmont, and shall not alter those definitions.
1.14 “Target Performance Stock Bonus” means the number of shares of Common Stock equivalent to the annual dollar value set by the Leadership Development and Compensation Committee for each participant in this program, using the average closing price of Common Stock for the 25 trading days on the New York Stock Exchange prior to the grant date of the Target Performance Leverage Stock Unit Bonus.
1.15 “Target Restricted Stock Unit Bonus” means the dollar value set forth by the LDCC, and the Board of Directors as required, during their annual compensation review process.
1.16 “Terminated Eligible Employee” for purposes of the Performance Stock Bonus, means executive grade level Employee of a Participating Employer at grade level E-4 or above during the relevant Extended Performance Period, who terminates employment with Newmont and/or a Participating Employer as provided in Section 4.4. “Terminated Eligible Employee” for purposes of the Individual Bonus shall have the same meaning as in the STIP.
1.17 “2020 Stock Incentive Compensation Plan” means the Newmont Corporation 2020 Stock Incentive Compensation Plan (or any successor plan), as amended from time to time.
II. ELIGIBILITY
All executive grade level Employees of a Participating Employer at grade level E-4 or above are eligible to receive a Performance Stock Bonus and Individual Bonus under this compensation program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Performance Period for the Individual Bonus or Extended Performance Period for the Performance Stock Bonus, and at the time the award is vested, or (ii) they are a Terminated Eligible Employee with respect to such Performance Period for the Individual Bonus, or Extended Performance Period for the Performance Stock Bonus. All executive grade level Employees of a Participating Employer at grade level E-4 or above are eligible to receive a Restricted Stock Unit Bonus under this compensation program, provided they are on the payroll of a Participating Employer at the time the award is granted. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Performance Period for Individual Bonus, or Extended Performance Period for the Performance Stock Bonus, but are
still on the payroll of a Participating Employer shall be eligible to receive a Performance Stock Bonus and Individual Bonus. Notwithstanding the foregoing provisions of this Section II, the Leadership Development and Compensation Committee may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Stock Bonus, any executive grade level Employee of a Participating Employer.
III. RESTRICTED STOCK UNIT BONUS
3.1 Determination of Restricted Stock Unit Bonus—In General. The Restricted Stock Unit Bonus shall be calculated by the Leadership Development and Compensation Committee as soon as reasonably practicable following the Performance Period. Following such determination, grant of the Restricted Stock Unit Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.
3.2 Separation of Employment and Payment of Restricted Stock Unit Bonus. An eligible Employee shall not be entitled to payment of a Restricted Stock Unit Bonus as a result of any separation of employment, voluntary or involuntary except as provided in Section 6.2 below.
3.3 Form of Payment. The amount of Restricted Stock Unit Bonus payable under this compensation program shall be paid in restricted stock units (payable in whole units only rounded down to the nearest share). The restricted stock units shall have a three year vesting period, with one-third of the restricted stock units vesting each year on the anniversary of the date of grant, all subject to the terms of the applicable award agreement.
IV. PERFORMANCE STOCK BONUS
4.1 Determination of Performance Stock—In General. The Performance Stock Bonus shall be calculated as soon as reasonably practicable after the Leadership Development and Compensation Committee determines the Performance Stock Bonus Payout Factor as described in Section 4.3 below. Following such determination, payment of the Performance Stock Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 4.5 below.
4.2 Calculation of Performance Stock Bonus. The Performance Stock Bonus equals the Target Performance Stock Bonus times the percentage dictated by the Performance Stock Bonus Payout Factor and corresponding schedule in Appendix B.
4.3 Calculation of the Performance Stock Bonus Payout Factor. The Performance Stock Bonus Payout Factor will be calculated by determining the Relative Total Shareholder Return and the corresponding percentage payout based on the schedule adopted by the Leadership Development and Compensation Committee, attached hereto in Appendix B. In the event that Absolute Total Shareholder Return over the Extended Performance Period is negative, the Performance Stock Bonus Payout Factor shall be capped at 100%. Additionally, the total value maximum of any calculated Performance Stock Unit Bonus shall not exceed four times the
dollar value of the Target Performance Stock Unit Bonus. In the event this maximum amount is exceeded, the Performance Stock Unit Bonus shall be reduced to a number of shares equaling four times the dollar value of the Target Performance Stock Unit Bonus divided by the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period, rounded down to the nearest share.
4.4 Separation of Employment and Payment of Performance Stock Bonus. Unless otherwise stated in this Section 4.4, an eligible Employee shall not be entitled to payment of a Performance Stock Bonus on or after any separation of employment, voluntary or involuntary. In the event an eligible Employee separates employment from a Participating Employer prior to payment of the Performance Stock Bonus, for which the Employee has already received a notice of grant and award agreement, as a result of: (a) Retirement, (b) death, (c) termination of employment entitling Employee to benefits under the Executive Severance Plan of Newmont, or separation benefits for any involuntary termination, other than for Cause, for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or (d) circumstances entitling eligible Employee to long-term disability benefits of the Company, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Stock Bonus for each of the outstanding awards calculated separately to the most recent fiscal quarter end prior to the termination date, with each separate award pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period. For avoidance of doubt and by way of example only, if a Terminated Eligible Employee terminates on April 1, or May 1, or June 30, the calculation shall be based on the performance as of March 31. Further, a Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to Section 2.01 of such applicable plan in order to receive payment under this Section 4.4.
4.5 Form of Payment. The amount of Performance Stock Bonus payable under this compensation program shall be paid in Common Stock (payable in whole shares only rounded down to the nearest share). Upon the payment of the Performance Stock Bonus in Common Stock, an eligible Employee shall also be entitled to a cash payment equal to any dividends paid with respect to the Common Stock delivered for the Performance Stock Bonus for the Extended Performance Period, minus any applicable taxes.
4.6 Timing of Payment Except as otherwise provided in section Section 4.4 above, payment of the Performance Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Stock Bonus relates.
4.7 Performance Stock Bonus for Newly Hired or Newly Promoted eligible Employees. In the event an individual is hired as an eligible Employee, or promoted into an eligible Employee position, such eligible Employee may be eligible for payment of a pro-rated Performance Stock Bonus, as determined in the sole discretion of the Company or the Leadership
Development and Compensation Committee for Section 16 Officers, at each date of payment of a Performance Stock Bonus after the date of hire or after the date of promotion.
V . INDIVIDUAL BONUS
5.1 Determination of Individual Bonus—In General. At the end of each Performance Period, the Leadership Development and Compensation Committee will evaluate Section 16 Officer eligible Employees’ performance against relevant strategic objectives and award a Individual Bonus, up to the maximum amounts listed in Appendix A. The Leadership Development and Compensation Committee will seek the input of the Chief Executive Officer on the Individual Bonuses to be awarded to eligible Section 16 Officer Employees. At the end of each Performance Period, the designated supervisor of a non-Section 16 Officer eligible Employee will evaluate the non-Section 16 Officer eligible Employee’s performance against relevant strategic objectives and award a Individual Bonus, up to the maximum amounts listed in Appendix A. Following such determination, payment of the Individual Bonus shall be made to eligible Employees as soon as reasonably practicable following the end of the applicable Performance Period, provided that such payment shall be made no later than the 15th day of the third month following the Performance Period to which such Individual Bonus relates.
5.2 Separation of Employment and Payment of Individual Bonus. In the event an eligible Employee separates employment from a Participating Employer and is a Terminated Eligible Employee, the Individual Bonus shall be paid at 50% of the maximum level shown on Appendix A (with the exception that the calculation shall be based upon current rate of base salary, rather than eligible earnings), pro-rated for the time of employment during the Performance Period, and shall be paid as soon as practicable. However, in the event that a Terminated Eligible Employee separates employment at the beginning of a calendar year before the bonus is paid for the prior calendar year, the Terminated Eligible Employee shall receive the actual payout according to Section V of this program, at the same time as all other actual payouts are delivered according to this program. If an eligible Employee is terminated between January 1 and March 31 of any calendar year, and entitled to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, Employee shall not qualify for any bonus under this program for the period of January 1 to March 31 for the calendar year of the termination. If an eligible Employee is not a Terminated Eligible Employee, eligible Employee shall not be entitled to payment of a Individual Bonus on or after any separation of employment, voluntary or involuntary. A Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to Section 2.01 of such applicable plan in order to receive payment under this Section 5.2.
VI . CHANGE OF CONTROL
6.1 Individual Bonus. In the event of a Change of Control (as defined in the STIP): (a) each eligible Employee employed as of the date of the Change of Control shall become entitled to the payment of 50% of the maximum Individual Bonus pro-rated for partial service during the Performance Period for the portion of the calendar year from January 1 through the date of the Change of Control; and (b) each eligible Employee employed as of the last day of the
calendar year in which the Change of Control occurs shall be entitled to 50% of the maximum Individual Bonus pro-rated for partial service during the Performance Period for the remaining portion of the calendar year following the Change of Control. The Individual Bonuses payable in accordance with the provisions of this Section 6.1 shall be calculated and paid as soon as practicable, in the case of the Individual Bonus contemplated by clause (a) of the first sentence of this Section 6.1, following the date of the Change of Control, and (y) in the case of the Individual Bonus contemplated by clause (b) of the first sentence of this Section 6.1, following the conclusion of the calendar year in which the Change of Control occurs. Such payments shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. Upon the completion of such payment(s), eligible Employees shall have no further right to the payment of any Individual Bonus hereunder for such calendar year (other than any bonus payable hereunder with respect to a previous calendar year that has not yet been paid). In the event that a Change of Control and a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Executive Change of Control Plan of Newmont (“2012 Plan”) or Section 3.01 of the Executive Change of Control Plan of Newmont (“2008 Plan”) of an Eligible employee occur in the same calendar year, payment of a Individual Bonus under this section along with any Corporate Performance Bonus payable in the event of a Change of Control under the Newmont Section 16 Officer and Senior Executive Short-Term Incentive Program shall satisfy Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan solely with respect to the portion of such calendar year from January 1 through the date of the Change of Control; in such instance, the bonuses provided for under Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan for the period of time between the Change of Control and the Separation of Service shall be calculated for such period of time in accordance with the formula provided therein. If a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Plan or Section 3.01 of the 2008 Plan occurs in a year subsequent to the year in which a Change of Control occurs, any payments made under this Section 6.1 shall not in any way satisfy Section 3.02(a)(i)(B) of the 2012 Plan or Section 3.02(a)(i)(B) of the 2008 Plan.
6.2 Restricted Stock Unit Bonus. In the event of a Change of Control (as defined in the STIP) each Restricted Stock Unit Bonus for the current year shall immediately be granted at target level in the form of a restricted stock unit award vesting 1/3 on January 1 of the year immediately following the year in which the Change of Control occurred, and another 1/3 on each of the following two January 1 anniversaries. The restricted stock unit award agreement shall provide for immediate vesting of all outstanding restricted stock units upon a termination of employment entitling the grantee to benefits under the applicable Executive Change of Control Plan of Newmont.
6.3 Performance Stock Bonus. In the event of a Change of Control (as defined in the STIP), each eligible Employee or a Terminated Eligible Employee who terminated employment on account of Retirement (all other Terminated Eligible Employees who terminated employment prior to the Change of Control shall be excluded), shall become entitled to the payment of a Performance Stock Bonus for an Extended Performance Period. The Performance Stock Bonus shall be calculated in the manner stated in Section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii)
the Change of Control Price shall be substituted for the ending price for the Extended Performance Period for purposes of section 4.3 above, and (iii) the TSR Payout Factor will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common stock, “Acquirer Stock”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, within 5 days following the date of the Change of Control (provided, however, that if such Change of Control does not constitute a change in the ownership or effective control of Newmont or of a substantial portion of the assets of Newmont, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “409A CoC”), such percentage of the Performance Stock Bonus shall be so paid when the Performance Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of (A) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or (B) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the Leadership Development and Compensation Committee as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided, however, that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.
VII. GENERAL PROVISIONS
7.1 Administration. This compensation program shall be administered by the Leadership Development and Compensation Committee or its delegee. All actions by Newmont under this program shall be taken by the Leadership Development and Compensation Committee or its delegee. The Leadership Development and Compensation Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the Leadership Development and Compensation Committee with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.
7.2 Plan Unfunded. This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or his or her heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont or another Participating Employer, as applicable, for any amounts payable hereunder.
7.3 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont’s life insurance plan. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to his or her estate.
7.4 Reimbursement. The Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Performance Stock Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Performance Stock Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Performance Stock Bonus actually awarded. The approach used to determine the amount of reimbursement will be based on commonly used valuation methodologies or those as supported or validated by an independent third party with expertise in related matters. Additionally, the Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Restricted Stock Unit Bonus, Performance Stock Bonus and Individual Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for Cause.
7.5 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The Leadership Development and Compensation Committee may, in its sole discretion, permit eligible Employees to satisfy withholding applicable to the portion of the bonus payable in shares of Common Stock or Performance Stock by causing Newmont to withhold or sell the appropriate number of shares of Common Stock or Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.
7.6 Issuance of Stock. Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont or as otherwise determined in the sole discretion of the Leadership Development and Compensation Committee. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2020 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2020 Stock Incentive Compensation Plan.
7.7 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.
7.8 Right of Offset. To the extent permitted by applicable law, Newmont or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees shall consent to the reduction of any compensation paid to the eligible Employee by Newmont or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.
7.9 Termination and Amendment. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Leadership Development and Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The Leadership Development and Compensation Committee may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without his or her consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules. Further, upon or following a Change of Control, Section VI of this program may not be amended, suspended, or terminated until the obligations of Section VI of this program have been fully satisfied with respect to such Change of Control.
7.10 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.
7.11 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.
7.12 Transferability. Any bonus payable hereunder is Individual to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.
7.13 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont and eligible Employees and their respective heirs, representatives and successors.
7.14 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.
7.15 Section 409A. It is the intention of Newmont that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont in a manner consistent with such intent, as determined in the discretion of Newmont. None of Newmont nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.
Appendix A
Maximum Individual Bonuses
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Pay Grade
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Maximum Individual Bonus as a Percentage of Base Salary (which constitutes the Eligible Earnings for the year as defined in the STIP)
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E-1
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90%
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E-2
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75%
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E-3 Executive Vice President and Chief Financial Officer; EVP and Chief Operating Officer
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64%
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E-3 Executive Vice President Strategic Development
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54%
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E-3 All Other
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51%
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E-4
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45%
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Appendix B
Performance Stock Bonus Payout Factor Schedule:
The PSU performance and payout funding utilizes a continuous schedule where the payout will be interpolated between the company rankings based on TSR.
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Percentile Rank
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Payout Percentage
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100th
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200%
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75th
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150%
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50th
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100%
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25th
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50%
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Below 25th
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0%
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NEWMONT
EQUITY BONUS PROGRAM FOR GRADES E-5 TO E-6
(Effective January 1, 2021)
NEWMONT
EQUITY BONUS
PROGRAM FOR GRADES E-5 to E-6
(Effective January 1, 2021)
PURPOSE
This Equity Bonus Program for Grades E5 to E6 includes the Restricted Stock Unit Bonus program and Performance Stock Bonus program for the eligible Employees. This program is a restatement of the Newmont Equity Bonus Program for Grades E-5 to E-6 effective January 1, 2020. The purpose of this program is to provide to Employees of Newmont Corporation (“Newmont”) and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont. The eligible Employees will be rewarded in accordance with the terms and conditions described below.
This program is intended to be a program described in Department of Labor Regulation Sections 2510.31(b) and 2510.3-2(c) and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.
SECTION I-DEFINITIONS
The capitalized terms used in this program shall have the same meaning as the capitalized terms in the Short-Term Incentive Program (“STIP”), unless otherwise stated herein. In addition, the terms set forth in this Section shall have the meaning set forth below.
1. 1 “Absolute Total Shareholder Return” means; (a) the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days for administrative purposes, on the New York Stock Exchange of the Extended Performance Period, minus (b) the share price used to determine the Target Performance Stock Unit Award, assuming dividends are reinvested as of the ex-dividend date, divided by (c) the share price used to determine the Target Performance Stock Unit Award. The Leadership Development and Compensation Committee retains authority to make adjustments for extraordinary events affecting the calculations.
1.2 “Cause” means a) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Employee acted in accordance with an authorized written opinion of Newmont’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” b) any dishonest or fraudulent activity by the Employee or the reasonable belief by Newmont or an affiliated entity of the Employee’s breach of any contract, agreement or representation with the Newmont or an affiliated entity, or c) violation, or Newmont’s or an affiliated entity’s belief of Employee’s violation, of Newmont Corporation’s Code of Conduct and underlying policies and standards.
1.3 “Change of Control Price” means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.
1.4 “Common Stock” means the $1.60 par value common stock of Newmont Corporation.
1.5 “Extended Performance Period” means the time frame between the beginning and ending average closing prices (generally deemed to be three years with adjustments for administrative purposes) over which the Leadership Development and Compensation Committee will calculate and determine the Performance Stock Bonus.
1.6 “Fair Market Value” has the meaning given such term in the 2020 Stock Incentive Compensation Plan.
1.7 “Performance Stock Bonus” means the bonus payable to an eligible Employee in the form of Common Stock under this compensation program with respect to an Extended Performance Period (or portion thereof as provided in Section 4.4) and is calculated as described in Section 4.2.
1.8 “Performance Period” means the calendar year over which the Leadership Development and Compensation Committee will calculate and determine the Restricted Stock Unit Bonus.
1.9 “Performance Stock” means the right to receive from Newmont, Common Stock or restricted stock units under terms and conditions defined in a restricted stock unit or other award agreement, as determined by the Leadership Development and Compensation Committee.
1.10 “Relative Total Shareholder Return” means Newmont’s total shareholder return, defined as the change in the closing price of a share of Common Stock, assuming dividends are reinvested as of the ex-dividend date, between the share price used to determine the Target Performance Stock Unit Award and the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period; as compared to the total shareholder return, assuming dividends are reinvested as of the ex-dividend date, of an index of peer companies selected and determined by the Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee retains authority to make adjustments for extraordinary events affecting the calculations.
1.11 “Restricted Stock Unit Bonus” means the bonus payable to an eligible Employee in the form of restricted stock units under this compensation program annually (or portion of a year as provided in Section 3.2), which shall be determined by dividing the eligible Employee’s
Target Restricted Stock Unit Bonus by Fair Market Value, on the date of grant of the Restricted Stock Unit Bonus. The restricted stock units granted as a Restricted Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Leadership Development and Compensation Committee.
1.12 “Retirement” means at least age 55, and, at least 5 years of continuous employment with Newmont and/or an Affiliated Entity, and, a total of at least 65 when adding age plus years of employment. This definition differs from the definition of retirement in other benefits plans, such as pension plans of Newmont, and shall not alter those definitions.
1.13 “Target Performance Stock Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the Leadership Development and Compensation Committee which is set forth in Appendix B, using the average closing price of Common Stock for the 25 trading days on the New York Stock Exchange prior to the grant date of the Target Performance Leverage Stock Unit Bonus.
1.14 “Target Restricted Stock Unit Bonus” means the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the eligible Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the Leadership Development and Compensation Committee which is set forth in Appendix A.
1.15 “Terminated Eligible Employee” for purposes of the Performance Stock Bonus means executive grade level Employee of a Participating Employer at an executive grade level during the relevant Extended Performance Period, who terminates employment with Newmont and/or a Participating Employer as provided in Section 4.4.
1.16 “2020 Stock Incentive Compensation Plan” means the Newmont Corporation 2020 Stock Incentive Compensation Plan (or any successor plan), as amended from time to time.
SECTION II-ELIGIBILITY
All Employees of a Participating Employer in an executive grade level, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive a Performance Stock Bonus under this program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Extended Performance Period for the Performance Stock Bonus, and at the time the award is vested, or (ii) they are a Terminated Eligible Employee with respect to Extended Performance Period for the Performance Stock Bonus. All executive grade level Employees of a Participating Employer, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive a Restricted Stock Unit Bonus under this compensation program, provided they are on the payroll of a Participating Employer at the time the award is granted. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or
not working because of a work-related injury as of the last day of the Extended Performance Period for the Performance Stock Bonus, but are still on the payroll of a Participating Employer shall be eligible to receive a Performance Stock Bonus. Notwithstanding the foregoing provisions of this Section II, the Leadership Development and Compensation Committee or the Executive Vice President of Human Resources of Newmont (or his or her delegate) may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Stock Bonus, any executive grade level Employee of a Participating Employer.
SECTION III-RESTRICTED STOCK UNIT BONUS
3.1 Determination of Restricted Stock Unit Bonus—In General. The Restricted Stock Unit Bonus shall be calculated by determining the Target Restricted Stock Unit Bonus and modifying such amount by the eligible Employee’s personal performance for the Performance Period based upon manager discretion and guidance from the human resources department. Such calculations shall be done as soon as reasonably practicable after the Performance Period. Following such determination, payment of the Restricted Stock Unit Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.
3.2 Separation of Employment and Payment of Restricted Stock Unit Bonus. An eligible Employee shall not be entitled to payment of a Restricted Stock Unit Bonus as a result of any separation of employment, voluntary or involuntary, except as provided in Section 5.1 below.
3.3 Form of Payment. The amount of Restricted Stock Unit Bonus payable under this compensation program shall be paid in restricted stock units (payable in whole units only rounded down to the nearest share). The restricted stock units shall have a three-year vesting period, with onethird of the restricted stock units vesting each year on the anniversary of the date of grant, all subject to the terms of the applicable award agreement.
IV. PERFORMANCE STOCK BONUS
4.1 Determination of Performance Stock—In General. The Performance Stock Bonus shall be calculated as soon as reasonably practicable after the Leadership Development and Compensation Committee determines the Performance Stock Bonus Payout Factor as described in Section 4.3 below. Following such determination, payment of the Performance Stock Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 4.5 below.
4.2 Calculation of Performance Stock Bonus. The Performance Stock Bonus equals the Target Performance Stock Bonus times the percentage dictated by the Performance Stock Bonus Payout Factor and corresponding schedule in Appendix C.
4.3 Calculation of the Performance Stock Bonus Payout Factor. The Performance Stock Bonus Payout Factor will be calculated by determining the Relative Total Shareholder
Return and the corresponding percentage payout based on the schedule adopted by the Leadership Development and Compensation Committee, attached hereto in Appendix C. In the event that Absolute Total Shareholder Return over the Extended Performance Period is negative, the Performance Stock Bonus Payout Factor shall be capped at 100%. Additionally, the total value maximum of any calculated Performance Stock Unit Bonus shall not exceed four times the dollar value of the Target Performance Stock Unit Bonus. In the event, this maximum amount is exceeded, the Performance Stock Unit Bonus shall be reduced to a number of shares equaling four times the dollar value of the Target Performance Stock Unit Bonus divided by the average closing price of Common Stock for the 30 trading days, excluding the final 5 trading days, on the New York Stock Exchange of the Extended Performance Period, rounded down to the nearest share.
4.4 Separation of Employment and Payment of Performance Stock Bonus. Unless otherwise stated in this Section 4.4, an eligible Employee shall not be entitled to payment of a Performance Stock Bonus on or after any separation of employment, voluntary or involuntary. In the event an eligible Employee separates employment from a Participating Employer prior to payment of the Performance Stock Bonus, for which the Employee has already received a notice of grant and award agreement, as a result of: (a) Retirement, (b) death, (c) termination of employment entitling Employee to benefits under the Executive Severance Plan of Newmont, or separation benefits for any involuntary termination, other than for Cause, for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or (d) circumstances entitling eligible Employee to long-term disability benefits of the Company, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Stock Bonus for each of the outstanding awards calculated separately to the most recent fiscal quarter end prior to the termination date, with each separate award pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period. For avoidance of doubt and by way of example only, if a Terminated Eligible Employee terminates on April 1, or May 1, or June 30, the calculation shall be based on the performance as of March 31. Further, a Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to Section 2.01 of such applicable plan in order to receive payment under this Section 4.4.
4.5 Form of Payment. The amount of Performance Stock Bonus payable under this compensation program shall be paid in Common Stock (payable in whole shares only rounded down to the nearest share). Upon the payment of the Performance Stock Bonus in Common Stock, an eligible Employee shall also be entitled to a cash payment equal to any dividends paid with respect to the Common Stock delivered for the Performance Stock Bonus for the Extended Performance Period, minus any applicable taxes.
4.6 Timing of Payment. Except as otherwise provided in Section 4.4 above, payment of the Performance Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Stock Bonus relates. Upon the payment of the Performance Stock Bonus in Common Stock, an eligible Employee shall also be entitled to a cash payment equal to any dividends paid with respect to the
Common Stock delivered for the Performance Stock Bonus for the Extended Performance Period, minus any applicable taxes.
4.7 Performance Stock Bonus for Newly Hired or Newly Promoted eligible Employees. In the event an individual is hired as an eligible Employee, or promoted into an eligible Employee position, such eligible Employee may be eligible for payment of a pro-rated Performance Stock Bonus, as determined in the sole discretion of the Company or the Committee for Section 16 Officers, at each date of payment of a Performance Stock Bonus after the date of hire or after the date of promotion.
V . CHANGE OF CONTROL
5.1 Restricted Stock Unit Bonus. In the event of a Change of Control (as defined in the STIP) each Restricted Stock Unit Bonus for the current year shall immediately be granted at target level in the form of a restricted stock unit award vesting 1/3 on January 1 of the year immediately following the year in which the Change of Control occurred, and another 1/3 on each of the following two January 1 anniversaries. The restricted stock unit award agreement shall provide for immediate vesting of all outstanding restricted stock units upon a termination of employment entitling the grantee to benefits under the applicable Executive Change of Control Plan of Newmont.
5.2 Performance Stock Bonus. In the event of a Change of Control (as defined in the STIP), each eligible Employee or a Terminated Eligible Employee who terminated employment on account of Retirement (all other Terminated Eligible Employees who terminated employment prior to the Change of Control shall be excluded), shall become entitled to the payment of a Performance Stock Bonus for an Extended Performance Period. The Performance Stock Bonus shall be calculated in the manner stated in Section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii) the Change of Control Price shall be substituted for the closing price for the end of the Extended Performance Period for purposes of Section 4.3 above, and (iii) the TSR Payout Factor will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common stock, “Acquirer Stock”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, within 5 days following the date of the Change of Control (provided, however, that if such Change of Control does not constitute a change in the ownership or effective control of Newmont or of a
substantial portion of the assets of Newmont, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “409A CoC”), such percentage of the Performance Stock Bonus shall be so paid when the Performance Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of (A) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or (B) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the Leadership Development and Compensation Committee as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided, however, that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.
VI. GENERAL PROVISIONS
6.1 Administration. This compensation program shall be administered by the Leadership Development and Compensation Committee or its delegee. All actions by Newmont under this program shall be taken by the Leadership Development and Compensation Committee or its delegee. The Leadership Development and Compensation Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the Leadership Development and Compensation Committee with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.
6.2 Plan Unfunded. This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or his or her heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont or another Participating Employer, as applicable, for any amounts payable hereunder.
6.3 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont’s life insurance plan. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to his or her estate.
6.4 Reimbursement. The Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Performance Stock Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Performance Stock Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Performance Stock Bonus actually awarded. The approach used to determine the amount of reimbursement will be based on commonly used valuation methodologies or those as supported or validated by an independent third party with expertise in related matters. Additionally, the Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Performance Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for Cause.
6.5 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The Leadership Development and Compensation Committee may, in its sole discretion, permit eligible Employees to satisfy withholding applicable to the portion of the bonus payable in shares of Common Stock or Performance Stock by causing Newmont to withhold or sell the appropriate number of shares of Common Stock or Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.
6.6 Issuance of Stock. Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont or as otherwise determined in the sole discretion of the Leadership Development and Compensation Committee. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2020 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2020 Stock Incentive Compensation Plan.
6.7 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.
6.8 Right of Offset. To the extent permitted by applicable law, Newmont or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees shall consent to the reduction of any compensation paid to the eligible Employee by Newmont or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.
6.9 Termination and Amendment. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Leadership Development and Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The Leadership Development and Compensation Committee may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without his or her consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules. Further, upon or following a Change of Control, Section V of this program may not be amended, suspended, or terminated until the obligations of Section V of this program have been fully satisfied with respect to such Change of Control.
6.10 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.
6.11 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.
6.12 Transferability. Any bonus payable hereunder is personal to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.
6.13 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont and eligible Employees and their respective heirs, representatives and successors.
6.14 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.
6.15 Section 409A. It is the intention of Newmont that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont in a manner consistent with such intent, as determined in the discretion of Newmont. None of Newmont nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.
Appendix A
Target Restricted Stock Unit Bonus
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Grade
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Percentage of Base Salary
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E-5
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60%
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E-6
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40%
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Appendix B
Target Performance Stock Bonus
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Grade
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Percentage of Base Salary
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E-5
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60%
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E-6
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40%
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Appendix C
Performance Stock Bonus Payout Factor Schedule:
The PSU performance and payout funding utilizes a continuous schedule where the payout will be interpolated between the Company rankings based on TSR.
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Percentile Rank
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Payout Percentage
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100th
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200%
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75th
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150%
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50th
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100%
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25th
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50%
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Below 25th
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0%
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EXHIBIT 10.4
Grades E1-E6
NEWMONT CORPORATION
PERFORMANCE LEVERAGED STOCK UNIT AGREEMENT
NOTICE OF GRANT AND AWARD AGREEMENT
You are eligible for Performance Leveraged Stock Units (“PSUs”) under the Newmont Corporation 2020 Stock Incentive Compensation Plan (the “Plan”), the terms of this Notice of Grant and Award Agreement, including any country specific terms and conditions set forth in any appendix hereto, and the attached applicable compensation program (Senior Executive Compensation Program for Grades E-1 to E-4 or Equity Bonus Program for Grades E-5 to E-6), (collectively “PSU Terms Agreement”). Subject to the provisions of the PSU Terms Agreement, the principle features of PSUs are as follows:
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Target Grant Setting Date:
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February 22, 2021
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Target number of PSUs:
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See your Reward and Recognition Statement or Fidelity account
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Performance Period:
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As defined in applicable compensation program document. Generally, time frame between the beginning and ending average closing prices (deemed to be three years with adjustments for administrative purposes)- February 22, 2021 – February 22, 2024
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Payout Determination:
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Based upon Newmont Corporation relative total shareholder return over the performance period as provided in the applicable compensation program document. Payout will be made in the form of Company Common Stock.
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Target Acknowledgement and Agreement:
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You must acknowledge and accept this PSU Terms Agreement within 60 days of receipt of this PSU Terms Agreement to be eligible for payout of PSUs. The Grant Acknowledgment is set forth on the Fidelity online employee portal, and is incorporated by reference herein. The PSU Terms Agreement shall be deemed executed by Employee upon his or her electronic execution of the Grant Acknowledgment.
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Separation of Employment Prior to Expiration of the Performance Period:
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You shall receive no vesting of PSUs, meaning no delivery of Common Stock, in the event of voluntary separation of employment. See the terms of the applicable compensation program document for treatment of PSUs in the event of death, disability, involuntary termination without cause, retirement*, change of control and termination of employment following change of control.
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*Retirement means at least age 55, and, at least 5 years of continuous employment with Newmont Corporation and/or a Subsidiary, and, a total of at least 65 when adding age plus years of employment.
Notwithstanding the provisions in the applicable compensation program document, if the Company or the Employer (as defined in Section 3 below) determines, in its sole discretion, that any provision in the compensation program document may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Company, in its sole discretion, may choose not to apply such provision to the PSUs.
All capitalized terms that are not defined herein shall have the meaning as defined in the Plan.
1. Nontransferability. Employee’s interest in the PSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Employee.
2. No Ownership Rights Prior to Issuance of Common Stock. Employee shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the PSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been issued to Employee and transferred on the books and records of Newmont.
3. Withholding Taxes. Employee acknowledges that, regardless of any action taken by Newmont or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee's participation in the Plan and legally applicable to him or her (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount actually withheld by Newmont or the Employer. Employee further acknowledges that Newmont and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSU, including, but not limited to, the grant, vesting or settlement of the PSU, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSU to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items.
In this regard, Employee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding a number of whole shares of Common Stock to be issued upon settlement of the PSU having a fair market value on the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. If Newmont determines in its discretion that withholding in shares of Common Stock is not permissible or advisable under applicable local law, Newmont may satisfy its obligations for Tax-Related Items by one or a combination of the following:
(a)withholding from Employee’s wages or other cash compensation paid to Employee by Newmont and/or the Employer; or
(b)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged Newmont (on Employee’s behalf pursuant to this authorization).
Provided, however, that if Employee is a Section 16 officer of Newmont under the Exchange Act, then Newmont will withhold by deducting from the shares of Common Stock otherwise deliverable to Employee in settlement of the PSUs a number of whole shares of Common Stock having a fair market value on the date that the withholding for the Tax-Related Items is determined not in excess of the amount of such Tax-Related Items, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied pursuant to (b) above.
Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested PSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
Finally, Employee agrees to pay to Newmont or the Employer, any amount of Tax-Related Items that Newmont or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.
4. Acknowledgements. Employee acknowledges receipt of and understands and agrees to the terms of the PSU Terms Agreement and the Plan. In addition, Employee understands and agrees to the following:
1.Employee hereby acknowledges receipt of a copy of the PSU Terms Agreement, the Plan and agrees to be bound by all of the terms and provisions thereof, including any terms and provisions of the Plan adopted after the date of the PSU Terms Agreement but prior to the completion of the Performance Period. If and to the extent that any provision contained in the PSU Terms Agreement is inconsistent with the Plan, the Plan shall govern. If and to the extent that any provision of the Notice of Grant is inconsistent with the applicable compensation program, the applicable compensation program shall govern.
2.Employee acknowledges that as of the date of the PSU Terms Agreement, the PSU Terms Agreement, the Grant Acknowledgement and the Plan set forth the entire understanding between Employee and Newmont regarding the acquisition of shares of Common Stock underlying the PSUs in Newmont and supersedes all prior oral and written agreements pertaining to the PSUs.
3.Employee understands that Newmont has reserved the right to amend or terminate the Plan at any time.
5. Miscellaneous
(a) No Right to Continued Employment. Neither the PSUs nor any terms contained in the PSU Terms Agreement shall confer upon Employee any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Employee acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in the PSU Terms Agreement and the Plan, and not through the act of being hired, being granted the PSUs or acquiring shares of Common Stock under the PSU Terms Agreement.
(b) Compliance with Laws and Regulations. The award of the PSUs to Employee and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (i) all applicable federal, state, local and foreign laws, rules and regulations, and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.
(c) Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Employee shall execute, prior to the delivery
of any shares of Common Stock to Employee by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Employee represents and warrants that Employee is purchasing or acquiring the shares acquired under the PSU Terms Agreement for Employee’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Employee shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.
(d) Severability. If any of the provisions of the PSU Terms Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.
(e) Governing Law. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related PSU provisions construed, under the General Corporation Law of the State of Delaware, the PSU Terms Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the PSU Terms Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.
(f) Transferability of PSU Terms Agreement. The PSU Terms Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. The PSU Terms Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Employee, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this PSU Terms Agreement shall be deemed to prevent transfer of the PSUs in the event of Employee’s death in accordance with Section 12(b) of the Plan.
(g) Specified Employee Delay. If Newmont determines that settlement of PSUs hereunder (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”), (ii) is made to Employee by reason of his or her “separation from service” (within the meaning of Code Section 409A), and (iii) Employee is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, transfers of Common Stock will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, on Employee’s death.
(h)No Advice Regarding Award. Newmont is not providing any tax, legal or financial advice, nor is Newmont making any recommendations regarding Employee’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common
Stock. Employee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(i)Appendix. Notwithstanding any provisions in this PSU Terms Agreement, the Award shall be subject to any special terms and conditions set forth in Appendix to this PSU Terms Agreement for Employee’s country. Moreover, if Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to him or her, to the extent Newmont determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this PSU Terms Agreement.
(j)Imposition of Other Requirements. Newmont reserves the right to impose other requirements on Employee’s participation in the Plan, on the PSUs and on any shares of Common Stock acquired under the Plan, to the extent Newmont determines it is necessary or advisable for legal or administrative reasons, and to require Employee to sign any additional PSU Terms Agreements or undertakings that may be necessary to accomplish the foregoing.
(k)Modification. Notwithstanding any other provision of this PSU Terms Agreement to the contrary, the Committee may amend this PSU Terms Agreement to the extent it determines necessary or appropriate to comply with the requirements of Code Section 409A and the guidance thereunder and any such amendment shall be binding on Employee.
(l)Waiver. Employee acknowledges that a waiver by Newmont of breach of any provision of this PSU Terms Agreement shall not operate or be construed as a waiver of any other provision of this PSU Terms Agreement, or of any subsequent breach of this PSU Terms Agreement.
(m)Electronic Delivery and Acceptance. Newmont may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Newmont or a third party designated by Newmont.
IN WITNESS WHEREOF, pursuant to Employee’s Grant Acknowledgement (including without limitation, the Terms and Conditions section hereof), incorporated herein by reference, and electronically executed by Employee, Employee agrees to the terms and conditions of the PSU Terms Agreement.
APPENDIX
NEWMONT CORPORATION
PERFORMANCE LEVERAGED STOCK UNIT PSU TERMS AGREEMENT
Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix shall have the same definitions as in the Plan and/or the PSU Terms Agreement (as applicable). The terms and conditions in Part A apply to all Employees outside the United States. The country-specific terms and conditions in Part B will also apply to Employee if he or she resides in one of the countries listed below.
Terms and Conditions
This Appendix includes additional country-specific terms and conditions that govern Employee’s PSUs if he or she resides and/or works in one of the countries listed herein.
If Employee is a resident of a country other than the one in which he or she is currently residing and/or working, relocate to another country after the PSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the PSUs contained herein may not be applicable to Employee, and Newmont shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.
Notifications
This Appendix also includes information regarding certain issues of which Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2021. Such laws are often complex and change frequently. As a result, Newmont strongly recommends that Employee not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that Employee’s PSUs vest or he or she sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Employee’s particular situation, and Newmont is not in a position to assure him or her of a particular result. Accordingly, Employee should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation.
Finally, if Employee is a resident of a country other than the one in which he or she is currently residing and/or working, transfers employment after the PSUs are granted, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Employee.
A.ALL NON-U.S. COUNTRIES
TERMS AND CONDITIONS
The following additional terms and conditions will apply to Employee if he or she resides in any country outside the United States.
1.Nature of Grant. The following provisions supplement Section 4 of the PSU Terms Agreement:
(a)the grant of PSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional PSUs in any future year or in any given amount.
(b)the grant of PSUs and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with Newmont and shall not interfere with the ability of the Employer to terminate Employee's employment or service relationship (if any).
(c)the PSUs should in no event be considered as compensation for, or relating in any way to, past services for Newmont, the Employer or any Subsidiary.
(d)Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the PSUs and any future PSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law.
(e)Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the PSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.
(f)Employee acknowledges and understands the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of the same, are not intended to replace any pension rights or compensation.
(g)Employee acknowledges for the purposes of the PSUs, his or her employment will be considered terminated as of the date he or she is no longer actively providing services to Newmont, the Employer or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where he or she is employed or the terms of his or her employment PSU Terms Agreement, if any), and unless otherwise expressly provided in this PSU Terms Agreement or determined by Newmont, if any, will terminate as of such date and will not be extended by any notice period (e.g., Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where he or she is employed or the terms of his or her employment PSU Terms Agreement, if any); the Newmont Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of his or her PSU grant (including whether Employee may still be considered to be providing services while on a leave of absence).
(h)Employee acknowledges and understands that unless otherwise agreed with Newmont, the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of the same, are not granted as consideration for, or in connection with the service he or she may provide as a director of a Subsidiary of Newmont.
(i)Employee acknowledges and understands the PSUs and the share of Common Stock subject to the PSUs and the income and value of the same, are not part of normal or expected compensation salary for any purpose.
(j)Employee acknowledges and understands that neither Newmont, the Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between his or her local currency and the United States Dollar that may affect the value of the PSU or of any amounts due to Employee pursuant to the settlement of the PSU or the subsequent sale of any shares of Common Stock acquired upon settlement.
2.Data Privacy Information and Consent. Newmont headquarters is located at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Employee would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Employee’s consent.
(a)Data Collection and Usage. Newmont collects, processes and uses personal data of Employees, including name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in Newmont, and details of all awards or other entitlements to shares of Common Stock, granted, canceled, exercised, vested, unvested or outstanding in Employee’s favor (“Data”), which Newmont receives from Employee or the Employer. In connection with the grant of the PSU, Newmont will collect Employee’s Data for purposes of administering Employee’s participation in the Plan. Newmont’s legal basis for the processing of Employee’s Data, where required, if Employee’s consent.
(b)Stock Plan Administration Service Providers. Newmont transfers Data to Fidelity Investments, an independent service provider based in the United States, which assists Newmont with the implementation, administration and management of the Plan. In the future, Newmont may select a different service provider and share Employee’s Data with another company that serves in a similar manner. Newmont’s service provider will open an account for Employee to receive shares of Common Stock. Employee may be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Employee’s ability to participate in the Plan.
(c)International Data Transfers. Newmont and its service providers are based in the United States. If Employee is outside the United States, Employee should note that his or her country has enacted data privacy laws that are different from the United States. Newmont’s legal basis for the transfer of Employee’s Data is his or her consent.
(d)Data Retention. Newmont will use Employee’s Data only as long as is necessary to implement, administer and manage Employee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and security laws. This period may extend beyond Employee’s period or employment with the Employer. When Newmont or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes to the fullest extent practicable.
(e)Voluntariness and Consequences of Denial or Withdrawal. Employee’s participation in the Plan and Employee’s grant of consent is purely voluntary. Employee may deny or withdraw his or her consent at any time. If Employee does not consent, or if Employee withdraws his or her consent, Employee cannot participate in the Plan. This would not affect Employee’s salary as an employee or his or her career; Employee would merely forfeit the opportunities associated with the Plan.
(f)Data Subject Rights. Employee has a number of rights under data privacy laws in his or her country. Depending on where Employee is based, Employee’s rights may include the right to (i) request access or copies of Data Newmont processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrict the processing of Data, (v) restrict the portability of Data, (vi) lodge complaints with the competent tax authorities in Employee’s country, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding Employee’s rights or to exercise Employee’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., attention: Director of Compensation, Newmont Corporate.
If Employee agrees with the data processing practices as described in this notice, please declare Employee’s consent by clicking “Accept” on the Fidelity award acceptance page.
3.Language. Employee acknowledges that he or she is sufficiently proficient in English, or, alternatively, Employee acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in the PSU Terms Agreement. Furthermore, if Employee received this PSU Terms Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated versions is different than the English version, the English version will control.
4.Insider-Trading/Market-Abuse Laws. Employee acknowledges that, depending on his or her country or broker’s country, or the country in which Common Stock is listed, he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., PSUs) or rights linked to the value of Common Stock, during such times as Employee is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Employee placed before possessing inside information. Furthermore, Employee may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Newmont insider trading policy. Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Employee should speak to his or her personal advisor on this matter.
5.Foreign Asset/Account Reporting Requirements. Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold the shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the shares of Common Stock acquired under the Plan) in a brokerage or bank account outside his or her country. Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Employee also may be required to repatriate sale proceeds
or other funds received as a result of participating in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and he or she should speak to his or her personal advisor on this matter.
6.General. Notwithstanding the provisions of the Agreement, if Newmont or the Employer develops a good faith belief that any provision may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then Newmont in its sole discretion may choose not to apply such provision to the PSU, nor any PSU grant in Employee’s jurisdiction.
B.COUNTRY-SPECIFIC ADDITIONAL TERMS AND CONDITIONS
ARGENTINA
Notifications
Securities Law Notification. Neither the PSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). The PSU Terms Agreement, this Appendix and any other offering material related to the PSUs, as well as the underlying shares of Common Stock, may not be used in connection with any general offering to the public in Argentina. Argentine residents who receive PSUs under the Plan do so according to the terms of a private offering made from outside Argentina.
Exchange Control Notification. It is Employee’s responsibility to comply with any and all Argentine currency exchange restrictions, approvals, and reporting requirements in connection with the PSUs.
Foreign Asset / Account Reporting Notification. If Employee is an Argentine tax resident, Employee must report any shares of Common Stock acquired under the Plan and held by Employee on December 31st of each year on his or her annual tax return for that year.
AUSTRALIA
Terms and Conditions
Australian Offer Document. The offer of PSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of PSUs to Australian resident employees, which is being provided to Employee with the PSU Terms Agreement.
Notifications
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in the Act).
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Employee will be required to file the report.
CANADA
Terms and Conditions
Vesting/Termination. The following provision replaces Section 1(f) of Part A of this Appendix:
For purposes of the PSU Terms Agreement, except as otherwise provided for in the “Separation of Employment Prior to Expiration of the Performance Period” provision of the Notice of Grant of the PSU Terms Agreement, in the event Employee ceases his or her employment or service relationship with Newmont or Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws), Employee’s right to vest in the PSUs will terminate as of the date that is the earliest of: (a) the date Employee's employment with the Employer is terminated for any reason; and (b) the date Employee receives written notice of termination from the Employer; regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Employee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which his or her right to vest terminates, nor will Employee be entitled to any compensation for lost vesting.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Employee's right to vest in the PSUs, if any, will terminate effective upon the expiry of the minimum statutory notice period, but Employee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the statutory notice period, nor will you be entitled to any compensation for lost vesting. In any event, if employment standards legislation explicitly requires continued vesting during a statutory notice period, then the additional vesting provided under the “Separation of Employment Prior to Expiration of the Performance Period” provision of the Notice of Grant of the PSU Terms Agreement is deemed to be inclusive of any entitlements that arise during the applicable statutory notice period.
The following provisions apply if Employee is a resident of Quebec:
Language Consent. The parties acknowledge that it is their express wish that the PSU Terms Agreement, as well as all appendices, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Data Privacy. The following provision supplements Section 2 of Part A of this Appendix:
Employee hereby authorizes Newmont and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Employee further authorizes Newmont, any parent or Subsidiary of Newmont, and any stock plan service provider that may be selected by Newmont to assist with the Plan to disclose and discuss the Plan with their respective advisors. Employee further authorizes Newmont and any parent or Subsidiary of Newmont to record such information and to keep such information in Employee’s employee file.
Notifications
Securities Law Information. Employee is permitted to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including shares of Common Stock and rights to receive shares of Common Stock (e.g., PSUs), on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds C$100,000 at any time during the year. PSUs must be reported (generally, at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property held by Employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if Employee owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.
FRANCE
Terms and Conditions
Consent to Receive Information in English. By accepting the PSU Terms Agreement providing for the terms and conditions of Employee’s grant, Employee confirms having read and understood the documents relating to this grant (the Plan and the PSU Terms Agreement) which were provided in English language. Employee accepts the terms of those documents accordingly.
Consentement relatif à la réception d’informations en langue anglaise. En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le salarié confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le salarié accepte les termes de ces documents en connaissance de cause.
Notifications
Non-Tax-Qualified Award. Employee understands and agrees that the Award is not intended to qualify for specific tax and social security treatment in France under Sections L. 225-197-1 to L. 225-197-6-1 of the French Commercial Code, as amended.
Foreign Asset/Account Reporting Information. If Employee holds shares of Common Stock outside France or maintains a foreign bank or brokerage account (including Employee’s Fidelity account), he or she should report such shares of Common Stock and account, whether open, current or closed, to the French tax authorities on his or her annual tax return.
GHANA
There are no country-specific provisions.
MEXICO
Terms and Conditions
Plan Document Acknowledgement. By accepting the PSUs, Employee acknowledges that he or she has received a copy of the Plan, the Grant Acknowledgement, and the PSU Terms Agreement, including this Appendix, which Employee has reviewed. Employee acknowledges further that he or she accepts all the provisions of the Plan, the Grant Acknowledgement, and the PSU Terms Agreement, including this Appendix. Employee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 1 (“Nature of Grant”) in this Appendix, which clearly provides as follows:
(1) Employee’s participation in the Plan does not constitute an acquired right;
(2) The Plan and Employee’s participation in it are offered by Newmont on a wholly discretionary basis;
(3) Employee’s participation in the Plan is voluntary; and
(4) Newmont and its Subsidiaries are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the PSUs.
Labor Law Policy and Acknowledgment. By accepting the PSUs, Employee expressly recognizes that Newmont, with registered offices at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., is solely responsible for the administration of the Plan and that Employee’s participation in the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between Employee and Newmont since Employee is participating in the Plan on a wholly commercial basis and his or her sole employer is Newmont’s Subsidiary in Mexico (“Newmont Mexico”). Based on the foregoing, Employee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between Employee and the employer, Newmont Mexico, and do not form part of the employment conditions and/or benefits provided by Newmont Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Employee’s employment.
Employee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of Newmont; therefore, Newmont reserves the absolute right to amend and/or discontinue Employee’s participation at any time without any liability to Employee.
Finally, Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Newmont for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Employee therefore grants a full and broad release to Newmont, and its subsidiaries, branches, representative offices, stockholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Documento del Plan
Al aceptar el Premio de Desempeño (“PSUs”), el Empleado reconoce que ha recibido una copia del Plan, el Reconocimiento de la Subvención y en los términos del Acuerdo de PSUs, con inclusión de este Apéndice, que el Empleado ha revisado. El Empleado reconoce, además, que acepta todas las disposiciones del Plan, el Reconocimiento de la Subvención, y en los términos del Acuerdo de PSUs, incluyendo este Apéndice. El Empleado también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 1 (“Naturaleza de la Subvención”) del Apéndice, que claramente dispone lo siguiente:
(1) La participación del Empleado en el Plan no constituye un derecho adquirido;
(2) El Plan y la participación del Empleado en el Plan se ofrecen por Newmont en su discrecionalidad total;
(3) Que la participación del Empleado en el Plan es voluntaria; y
(4) Newmont y sus Subsidiarias no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir los PSUs.
Política Laboral y Reconocimiento
Al aceptar las PSUs, el Empleado expresamente reconoce que Newmont, con sus oficinas registradas y ubicadas en 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., es la única responsable por la administración del Plan y que la participación del Empleado en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Empleado y Newmont, ya que el Empleado participa en el Plan en un marco totalmente comercial y su único patrón es el Subsidiario de Newmont en Mexico
(“Newmont Mexico”). Derivado de lo anterior, el Empleado expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Empleado y el patrón, Newmont Mexico, y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Newmont Mexico, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de la relación de trabajo del Empleado.
Asimismo, el Empleado reconoce que su participación en el Plan se ha resultado de una decisión unilateral y discrecional de Newmont; por lo tanto, Newmont se reserva el derecho absoluto de modificar y/o terminar la participación del Empleado en cualquier momento y sin responsabilidad alguna frente el Empleado.
Finalmente, el Empleado por este medio declara que no se reserva ninguna derecho o acción en contra de Newmont por cualquier compensación o daños y perjuicios en relación de las disposiciones del Plan o de los beneficios derivados del Plan, y por lo tanto, el Empleado otorga el más amplio finiquito que en derecho proceda a Newmont, y sus Subsidiarias, oficinas de
representación, accionistas, directores, autoridades, empleados, agentes, o representantes legales en relación con cualquier demanda que pudiera surgir.
Notifications
Securities Law Information. The PSUs and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the PSUs may not be publicly distributed in Mexico. These materials are addressed to Employee only because of his or her existing relationship with Newmont and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
PERU
Terms and Conditions
Labor Law Acknowledgement. The following provision supplements Section 4 of the PSU Terms Agreement and Section 1 of Part A of this Appendix:
In accepting this PSU Terms Agreement, Employee acknowledges that the PSUs are being granted ex gratia to Employee with the purpose of rewarding him or her.
Notifications
Securities Law Information. The offer of the PSUs is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning this offer, please refer to the Plan, the PSU Terms Agreement and any other grant documents made available by Newmont.
SURINAME
Terms and Conditions
Award Settlement. Notwithstanding any provision in the PSU Terms Agreement to the contrary, if deemed by Newmont to be necessary for regulatory reasons, Newmont reserves the right to settle PSUs by payment in cash or its equivalent of an amount equal in value to the shares of Common Stock subject to the vested PSUs.
NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT
This Agreement, including any country-specific terms and conditions set forth in any appendix hereto (the “Agreement”), dated February 22, 2021, is made between Newmont Corporation (“Newmont”) and “Employee,” as specified in his or her Grant Summary and Grant Acknowledgment (collectively, the “Grant Acknowledgment”). The Grant Acknowledgment is set forth on the Fidelity online employee portal.
The Grant Acknowledgment is incorporated by reference herein. This Agreement shall be deemed executed by Employee upon his or her electronic execution of the Grant Acknowledgment. All capitalized terms that are not defined herein shall have the meaning as defined in the Newmont Corporation 2020 Stock Incentive Compensation Plan (“Plan”).
1.Award of Restricted Stock Units. Newmont hereby grants to Employee the right to receive from Newmont the number of Restricted Stock Units (the “RSUs”) specified in the Grant Acknowledgment, pursuant to the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan. Each RSU granted represents an unfunded right to receive one share of Newmont Common Stock, subject to the conditions and restrictions set forth in this Agreement and the Plan.
2.Vesting Period. The RSUs will vest in accordance with the vesting schedule set forth below, provided Employee remains employed by Newmont or one of its Subsidiaries through each vesting date, or unless otherwise provided in this Agreement:
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Vesting Date
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Percentage Vested
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February 22, 2022
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33%
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February 22, 2023
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33%
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February 22, 2024
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34%
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3.Termination. Notwithstanding Section 2 above, the RSUs will vest as stated below in the specific circumstances:
a.Termination of Employment for death, disability, and following change of control. If (i) Employee dies, or (ii) Employee’s employment with Newmont or any Subsidiary terminates by reason of (a) disability (as determined under the terms of the Long-Term Disability Plan of Newmont), or (b) termination of employment entitling Employee to benefits under the Executive Change of Control Plan of Newmont or the Change of Control Plan of Newmont, the outstanding RSUs subject to this Agreement shall become fully vested and nonforfeitable, as of the date of Employee’s death or other termination of employment, referred to in clause (ii) above.
b.Termination of Employment under a Severance Plan of Newmont. If Employee terminates employment with Newmont or any Subsidiary and is entitled to: (i) separation benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, or; (ii) separation benefits for any involuntary termination, other than for Cause (as defined below), for Employees not eligible for benefits under the Severance Plan of Newmont or the Executive Severance Plan of Newmont, a pro-rata percentage of the RSUs will vest as of the date of Employee’s employment termination in accordance with the following formula, and the remaining RSUs will be forfeited:
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RSUs
vested =
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Total RSUs Covered by This Agreement
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X
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Days Elapsed From Date of Grant to Date of Termination of Employment
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-
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Prior
Vestings
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1095
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If Employee is entitled to separation benefits as contemplated in clauses (i) or (ii) above in this Section 3.B, and is also retirement eligible as defined in Section 3.C below, the RSUs shall vest in accordance with this Section 3.B and not 3.C below.
“Cause” is defined as: 1) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Employee acted in accordance with an authorized written opinion of Newmont’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” 2) any dishonest or fraudulent activity by the Employee or the reasonable belief by Newmont or an affiliated entity of the Employee’s breach of any contract, agreement or representation with the Newmont or an affiliated entity, or 3) violation, or Newmont or an affiliated entities’ belief of Employee’s violation of Newmont Corporation’s Code of Conduct and underlying policies and standards.
c.Retirement. If Employee terminates employment with Newmont or any Subsidiary due to retirement, defined as: (1) at least age 55, (2) at least 5 years of continuous employment with Newmont and/or a Subsidiary, and (3) a total of at least 65 when adding age plus years of continuous employment, the RSUs shall vest as follows.
(i)If Employee retires within 365 days from the date of grant, a pro-rata percentage of the RSUs will vest as of the date of Employee’s employment termination in accordance with the following formula, and the remaining RSUs will be forfeited:
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RSUs
vested =
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Total RSUs Covered by This Agreement
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X
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Days Elapsed From Date of Grant to Date of Termination of Employment
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-
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Prior
Vestings
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1095
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(ii)If Employee retires more than 365 days after the date of grant, the RSUs will continue to vest in accordance with the schedule set forth in Section 2 above, despite separation of employment.
d.Other Terminations. If Employee terminates employment with Newmont or any Subsidiary under circumstances other than those set forth above in Sections 3.A through 3.C, Employee agrees that any unvested RSUs will be immediately and unconditionally forfeited without any action required by Employee or Newmont as of the date of such termination of employment.
e.Discretion to Apply Termination Vesting Provisions. Notwithstanding the provisions in this Section 3, if the Company or, if different, the Employer (as defined in Section 5 below), determines, in its sole discretion, that any provision in this Section 3 may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Company, in its sole discretion, may choose not to apply such provision to the RSUs.
4.No Ownership Rights Prior to Issuance of Common Stock. Employee shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the RSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been issued to Employee and transferred on the books and records of Newmont; provided, however, at the time that the Shares are delivered to Employee in settlement of the vested RSUs, Newmont shall make a cash payment to Employee equal to any dividends paid with respect to shares of Common Stock underlying such RSUs from the date of grant of the RSUs until the date such RSUs vest, minus any applicable Tax-Related Items (as defined in Section 5 below).
5.Withholding Taxes. Employee acknowledges that, regardless of any action taken by Newmont or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee's participation in the Plan and legally applicable to him or her (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount actually withheld by Newmont or the Employer. Employee further acknowledges that Newmont and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items.
In this regard, Employee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding a number of whole shares of Common Stock to be issued upon settlement of the RSU having a fair market value on the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. If Newmont determines in its discretion that withholding in shares of Common Stock is not permissible or advisable under applicable local law, Newmont may satisfy its obligations for Tax-Related Items by one or a combination of the following:
(a)withholding from Employee’s wages or other cash compensation paid to Employee by Newmont and/or the Employer; or
(b)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged Newmont (on Employee’s behalf pursuant to this authorization).
Provided, however, that if Employee is a Section 16 officer of Newmont under the Exchange Act, then Newmont will withhold by deducting from the shares of Common Stock otherwise deliverable to Employee in settlement of the RSUs a number of whole shares of Common Stock having a fair market value on the date that the withholding for the Tax-Related Items is determined) not in excess of the amount of such Tax-Related Items, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items will be satisfied pursuant to (b) above.
Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Employee may receive a refund of any over-
withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
Notwithstanding anything in this Section 5 to the contrary, to avoid a prohibited distribution under Section 409A of the Code, if shares of Common Stock underlying the RSUs will be withheld (or sold on Employee’s behalf) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of shares of Common Stock withheld (or sold on Employee’s behalf) shall not exceed the number of shares of Common Stock that equals the liability for the Tax-Related Items.
Finally, Employee agrees to pay to Newmont or the Employer, any amount of Tax-Related Items that Newmont or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.
6.Delivery of Shares of Common Stock. As soon as reasonably practicable, but in any event within 30 days, following the date of vesting pursuant to Section 2 or 3, subject to Section 9(i), Newmont shall cause to be delivered to Employee a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Section 5) deliverable to Employee in accordance with the provisions of this Agreement; provided, however, that for non-Section 16 officers of Newmont under the Exchange Act, Newmont may allow Employee to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Employee’s tax withholding obligations with respect to such Common Stock), sold on behalf of Employee, with the cash proceeds thereof, net of tax withholding, remitted to Employee, in lieu of Employee receiving a stock certificate or electronic delivery of shares in a direct registration system.
7.Nontransferability. Employee’s interest in the RSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Employee.
8.Acknowledgements. Employee acknowledges receipt of and understands and agrees to the terms of the RSUs award and the Plan. In addition to the above terms, Employee understands and agrees to the following:
(a)Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the completion of the Vesting Period. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.
(b)Employee acknowledges that as of the date of this Agreement, the Agreement, the Grant Acknowledgement and the Plan set forth the entire understanding between Employee and Newmont regarding the acquisition of shares of Common Stock underlying the RSUs in Newmont and supersedes all prior oral and written agreements pertaining to the RSUs.
(c)Employee understands that Newmont has reserved the right to amend or terminate the Plan at any time.
9.Miscellaneous
(a)No Right to Continued Employment. Neither the RSUs nor any terms contained in this Agreement shall confer upon Employee any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Employee acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through the act of being hired, being granted the RSUs or acquiring shares of Common Stock hereunder.
(b)Compliance with Laws and Regulations. The award of the RSUs to Employee and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (i) all applicable federal, state, local and foreign laws, rules and regulations, and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.
(c)Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Employee shall execute, prior to the delivery of any shares of Common Stock to Employee by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Employee represents and warrants that Employee is purchasing or acquiring the shares acquired under this Agreement for Employee’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Employee shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.
(d)Definitions. All capitalized terms that are used in this Agreement that are not defined herein have the meanings defined in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail.
(e)Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Employee, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Employee at his or her last known address as set forth in Newmont’s records.
(f)Severability. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.
(g)Governing Law. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related RSUs provisions construed, under the General Corporation Law of the State of Delaware, this Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.
(h)Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Employee, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the RSUs in the event of Employee’s death in accordance with Section 12(b) of the Plan.
(i)Section 409A Requirements. For purposes of complying with Section 409A of the Code, if the RSUs constitute non-qualified deferred compensation, Employee is a U.S. taxpayer and the RSUs are to be settled at a time that is by reference to a termination of Employee’s employment, the Employer and Employee shall take all steps necessary (including with regard to any post-termination services by Employee) to ensure that a termination contemplated under Section 3 constitutes a “separation from service” within the meaning of Section 409A of the Code. Further, if and the foregoing sentence applies and Employee is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, settlement of the RSUs and any related dividend payments will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, until Employee’s death.
(j)No Advice Regarding Award. Newmont is not providing any tax, legal or financial advice, nor is Newmont making any recommendations regarding Employee’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. Employee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(k)Appendix. Notwithstanding any provisions in this Agreement, the Award shall be subject to any special terms and conditions set forth in Appendix to this Agreement for Employee’s country. Moreover, if Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to him or her, to the extent Newmont determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
(l)Imposition of Other Requirements. Newmont reserves the right to impose other requirements on Employee’s participation in the Plan, on the RSUs and on any shares of Common Stock acquired under the Plan, to the extent Newmont determines it is necessary or advisable for legal or administrative reasons, and to require Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
(m)Modification. Notwithstanding any other provision of this Agreement to the contrary, the Committee may amend this Agreement to the extent it determines necessary or appropriate to comply with the requirements of Code Section 409A and the guidance thereunder and any such amendment shall be binding on Employee.
(n)Waiver. Employee acknowledges that a waiver by Newmont of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
(o)Electronic Delivery and Acceptance. Newmont may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Newmont or a third party designated by Newmont.
IN WITNESS WHEREOF, pursuant to Employee’s Grant Acknowledgement (including without limitation, the Terms and Conditions section hereof), incorporated herein by reference, and electronically executed by Employee, Employee agrees to the terms and conditions of this Agreement.
APPENDIX TO THE
NEWMONT CORPORATION
2020 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix shall have the same definitions as in the Plan and/or the Agreement (as applicable). The terms and conditions in Part A apply to all Employees outside the United States. The country-specific terms and conditions in Part B will also apply to Employee if he or she resides in one of the countries listed below.
Terms and Conditions
This Appendix includes additional country-specific terms and conditions that govern Employee’s RSUs if he or she resides and/or works in one of the countries listed herein.
If Employee is a resident of a country other than the one in which he or she is currently residing and/or working, relocate to another country after the RSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the RSUs contained herein may not be applicable to Employee, and Newmont shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.
Notifications
This Appendix also includes information regarding certain issues of which Employee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2021. Such laws are often complex and change frequently. As a result, Newmont strongly recommends that Employee not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time that Employee’s RSUs vest or he or she sells shares of Common Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Employee’s particular situation, and Newmont is not in a position to assure him or her of a particular result. Accordingly, Employee should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation.
Finally, if Employee is a resident of a country other than the one in which he or she is currently residing and/or working, transfers employment after the RSUs are granted, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Employee.
A.ALL NON-U.S. COUNTRIES
TERMS AND CONDITIONS
The following additional terms and conditions will apply to Employee if he or she resides in any country outside the United States.
1.Nature of Grant. The following provisions supplement Section 8 of the Agreement:
(a)the grant of RSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional RSUs in any future year or in any given amount.
(b)the grant of RSUs and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with Newmont and shall not interfere with the ability of the Employer to terminate Employee's employment or service relationship (if any).
(c)the RSUs should in no event be considered as compensation for, or relating in any way to, past services for Newmont, the Employer or any Subsidiary.
(d)Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law.
(e)Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.
(f)Employee acknowledges and understands the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of the same, are not intended to replace any pension rights or compensation.
(g)Employee acknowledges for the purposes of the RSUs, his or her employment will be considered terminated as of the date he or she is no longer actively providing services to Newmont, the Employer or any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where he or she is employed or the terms of his or her employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by Newmont, if any, will terminate as of such date and will not be extended by any notice period (e.g., Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where he or she is employed or the terms of his or her employment agreement, if any); the Newmont Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of his or her RSU grant (including whether Employee may still be considered to be providing services while on a leave of absence).
(h)Employee acknowledges and understands that unless otherwise agreed with Newmont, the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of the same, are not granted as consideration for, or in connection with the service he or she may provide as a director of a Subsidiary of Newmont.
(i)Employee acknowledges and understands the RSUs and the share of Common Stock subject to the RSUs and the income and value of the same, are not part of normal or expected compensation salary for any purpose.
(j)Employee acknowledges and understands that neither Newmont, the Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between his or her local currency and the United States Dollar that may affect the value of the RSU or of any amounts due to Employee pursuant to the settlement of the RSU or the subsequent sale of any shares of Common Stock acquired upon settlement.
2.Data Privacy Information and Consent. Newmont headquarters is located at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Employee would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Employee’s consent.
(a)Data Collection and Usage. Newmont collects, processes and uses personal data of Employees, including name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in Newmont, and details of all awards or other entitlements to shares of Common Stock, granted, canceled, exercised, vested, unvested or outstanding in Employee’s favor (“Data”), which Newmont receives from Employee or the Employer. In connection with the grant of the RSU, Newmont will collect Employee’s Data for purposes of administering Employee’s participation in the Plan. Newmont’s legal basis for the processing of Employee’s Data, where required, if Employee’s consent.
(b)Stock Plan Administration Service Providers. Newmont transfers Data to Fidelity Investments, an independent service provider based in the United States, which assists Newmont with the implementation, administration and management of the Plan. In the future, Newmont may select a different service provider and share Employee’s Data with another company that serves in a similar manner. Newmont’s service provider will open an account for Employee to receive shares of Common Stock. Employee may be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Employee’s ability to participate in the Plan.
(c)International Data Transfers. Newmont and its service providers are based in the United States. If Employee is outside the United States, Employee should note that his or her country has enacted data privacy laws that are different from the United States. Newmont’s legal basis for the transfer of Employee’s Data is his or her consent.
(d)Data Retention. Newmont will use Employee’s Data only as long as is necessary to implement, administer and manage Employee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and security laws. This period may extend beyond Employee’s period of employment with the Employer. When Newmont or the Employer no longer need Data for any of the above purposes, they will cease processing it in this contact and remove it from all of their systems used for such purposes to the fullest extent practicable.
(e)Voluntariness and Consequences of Denial or Withdrawal. Employee’s participation in the Plan and Employee’s grant of consent is purely voluntary. Employee may deny or withdraw his or her consent at any time. If Employee does not consent, or if Employee withdraws his or her consent, Employee cannot participate in the Plan. This would not affect Employee’s salary as an employee or his or her career; Employee would merely forfeit the opportunities associated with the Plan.
(f)Data Subject Rights. Employee has a number of rights under data privacy laws in his or her country. Depending on where Employee is based, Employee’s rights may include the right to (i) request access or copies of Data Newmont processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrict the
processing of Data, (v) restrict the portability of Data, (vi) lodge complaints with the competent tax authorities in Employee’s country, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding Employee’s rights or to exercise Employee’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237 U.S.A., attention: Director of Compensation, Newmont Corporate.
If Employee agrees with the data processing practices as described in this notice, please declare Employee’s consent by clicking “Accept” on the Fidelity award acceptance page.
3.Language. Employee acknowledges that he or she is sufficiently proficient in English, or, alternatively, Employee acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in the Agreement. Furthermore, if Employee received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated versions is different than the English version, the English version will control.
4.Insider-Trading/Market-Abuse Laws. Employee acknowledges that, depending on his or her country or broker’s country, or the country in which Common Stock is listed, he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of Common Stock, during such times as Employee is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Employee placed before possessing inside information. Furthermore, Employee may be prohibited from (i) disclosing insider information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Newmont insider trading policy. Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and Employee should speak to his or her personal advisor on this matter.
5.Foreign Asset/Account Reporting Requirements. Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold the shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the shares of Common Stock acquired under the Plan) in a brokerage or bank account outside his or her country. Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Employee also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and he or she should speak to his or her personal advisor on this matter.
6.General. Notwithstanding the provisions of the Agreement, if Newmont or the Employer develops a good faith belief that any provision may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then Newmont in its sole discretion may choose not to apply such provision to the RSU, nor any RSU grant in Employee’s jurisdiction.
B.COUNTRY-SPECIFIC ADDITIONAL TERMS AND CONDITIONS
ARGENTINA
Notifications
Securities Law Notification. Neither the RSUs nor the underlying shares of Common Stock are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). The Agreement, this Appendix and any other offering material related to the RSUs, as well as the underlying shares of Common Stock, may not be used in connection with any general offering to the public in Argentina. Argentine residents who receive RSUs under the Plan do so according to the terms of a private offering made from outside Argentina.
Exchange Control Notification. It is Employee’s responsibility to comply with any and all Argentine currency exchange restrictions, approvals, and reporting requirements in connection with the RSUs.
Foreign Asset / Account Reporting Notification. If Employee is an Argentine tax resident, Employee must report any shares of Common Stock acquired under the Plan and held by Employee on December 31st of each year on his or her annual tax return for that year.
AUSTRALIA
Terms and Conditions
Australian Offer Document. The offer of RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of RSUs to Australian resident employees, which is being provided to Employee with the Agreement.
Notifications
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in the Act).
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Employee will be required to file the report.
CANADA
Terms and Conditions
Vesting/Termination. The following provision supplements Section 3 of the Agreement and Section 1 of Part A of this Appendix:
For purposes of the Agreement, except as otherwise provided for in Section 3 of the Agreement, in the event Employee ceases his or her employment or service relationship with Newmont or Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws), Employee’s right to vest in the RSUs will terminate as of the date that is the earliest of: (a) the date Employee's employment with the Employer is terminated for any reason; and (b) the date Employee receives written notice of termination from the Employer; regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. For greater certainty, Employee will not earn or be entitled to
any pro-rated vesting for that portion of time before the date on which his or her right to vest terminates, nor will Employee be entitled to any compensation for lost vesting.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Employee's right to vest in the RSUs, if any, will terminate effective upon the expiry of the minimum statutory notice period, but Employee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the statutory notice period, nor will you be entitled to any compensation for lost vesting. In any event, if employment standards legislation explicitly requires continued vesting during a statutory notice period, then the additional vesting provided under Section 3 of the Agreement is deemed to be inclusive of any entitlements that arise during the applicable statutory notice period.
The following provisions apply if Employee is a resident of Quebec:
Language Consent. The parties acknowledge that it is their express wish that the Agreement, as well as all appendices, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Data Privacy. The following provision supplements Section 2 of Part A of this Appendix:
Employee hereby authorizes Newmont and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Employee further authorizes Newmont, any parent or Subsidiary of Newmont, and any stock plan service provider that may be selected by Newmont to assist with the Plan to disclose and discuss the Plan with their respective advisors. Employee further authorizes Newmont and any parent or Subsidiary of Newmont to record such information and to keep such information in Employee’s employee file.
Notifications
Securities Law Information. Employee is permitted to sell shares of Common Stock acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Common Stock acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the shares of Common Stock are listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information. Canadian residents are required to report foreign specified property, including shares of Common Stock and rights to receive shares of Common Stock (e.g., RSUs), on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign specified property exceeds C$100,000 at any time during the year. RSUs must be reported (generally, at a nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property held by Employee. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares of Common Stock. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of acquisition, but if Employee owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.
FRANCE
Terms and Conditions
Consent to Receive Information in English. By accepting the Agreement providing for the terms and conditions of Employee’s grant, Employee confirms having read and understood the documents relating to this grant (the Plan
and the Agreement) which were provided in English language. Employee accepts the terms of those documents accordingly.
Consentement relatif à la réception d’informations en langue anglaise. En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le salarié confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le salarié accepte les termes de ces documents en connaissance de cause.
Notifications
Non-Tax-Qualified Award. Employee understands and agrees that the Award is not intended to qualify for specific tax and social security treatment in France under Sections L. 225-197-1 to L. 225-197-6-1 of the French Commercial Code, as amended.
Foreign Asset/Account Reporting Information. If Employee holds shares of Common Stock outside France or maintains a foreign bank or brokerage account (including Employee’s Fidelity account), he or she should report such shares of Common Stock and account, whether open, current or closed, to the French tax authorities on his or her annual tax return.
GHANA
There are no country-specific provisions.
MEXICO
Terms and Conditions
Plan Document Acknowledgement. By accepting the RSUs, Employee acknowledges that he or she has received a copy of the Plan, the Grant Acknowledgement, and the Agreement, including this Appendix, which Employee has reviewed. Employee acknowledges further that he or she accepts all the provisions of the Plan, the Grant Acknowledgement, and the Agreement, including this Appendix. Employee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 1 (“Nature of Grant”) in this Appendix, which clearly provides as follows:
(1) Employee’s participation in the Plan does not constitute an acquired right;
(2) The Plan and Employee’s participation in it are offered by Newmont on a wholly discretionary basis;
(3) Employee’s participation in the Plan is voluntary; and
(4) Newmont and its Subsidiaries are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the RSUs.
Labor Law Policy and Acknowledgment. By accepting the RSUs, Employee expressly recognizes that Newmont, with registered offices at 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., is solely responsible for the administration of the Plan and that Employee’s participation in the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between Employee and Newmont since Employee is participating in the Plan on a wholly commercial basis and his or her sole employer is Newmont’s Subsidiary in Mexico (“Newmont Mexico”). Based on the foregoing, Employee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between Employee and the employer, Newmont Mexico, and do not form part of the employment conditions and/or benefits provided by
Newmont Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Employee’s employment.
Employee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of Newmont; therefore, Newmont reserves the absolute right to amend and/or discontinue Employee’s participation at any time without any liability to Employee.
Finally, Employee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against Newmont for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Employee therefore grants a full and broad release to Newmont, and its subsidiaries, branches, representative offices, shareholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Documento del Plan
Al aceptar las Unidades de Acciones Restringidas (RSUs, por sus siglas en inglés), el Empleado reconoce que ha recibido una copia del Plan, el Reconocimiento de la Subvención y el Acuerdo, con inclusión de este Apéndice, que el Empleado ha revisado. El Empleado reconoce, además, que acepta todas las disposiciones del Plan, el Reconocimiento de la Subvención, y en el Acuerdo, incluyendo este Apéndice. El Empleado también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 1 (“Naturaleza de la Subvención”) del Acuerdo, que claramente dispone lo siguiente:
(1) La participación del Empleado en el Plan no constituye un derecho adquirido;
(2) El Plan y la participación del Empleado en el Plan se ofrecen por Newmont en su discrecionalidad total;
(3) Que la participación del Empleado en el Plan es voluntaria; y
(4) Newmont y sus Subsidiarias no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir las RSUs.
Política Laboral y Reconocimiento
Al aceptar las RSUs, el Empleado expresamente reconoce que Newmont, con sus oficinas registradas y ubicadas en 6900 E. Layton Ave., Suite 700, Denver, Colorado 80237, U.S.A., es la única responsable por la administración del Plan y que la participación del Empleado en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Empleado y Newmont, ya que el Empleado participa en el Plan en un marco totalmente comercial y su único patrón es el Subsidiario de Newmont en Mexico (“Newmont Mexico”). Derivado de lo anterior, el Empleado expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Empleado y el patrón, Newmont Mexico, y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Newmont Mexico, y que cualquier modificación al Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de la relación de trabajo del Empleado.
Asimismo, el Empleado reconoce que su participación en el Plan se ha resultado de una decisión unilateral y discrecional de Newmont; por lo tanto, Newmont se reserva el derecho absoluto de modificar y/o terminar la participación del Empleado en cualquier momento y sin responsabilidad alguna frente el Empleado.
Finalmente, el Empleado por este medio declara que no se reserva ninguna derecho o acción en contra de Newmont por cualquier compensación o daños y perjuicios en relación de las disposiciones del Plan o de los beneficios derivados del Plan, y por lo tanto, el Empleado otorga el más amplio finiquito que en derecho proceda a Newmont, y sus Subsidiarias, oficinas de representación, accionistas, directores, autoridades, empleados, agentes, o representantes legales en relación con cualquier demanda que pudiera surgir.
Notifications
Securities Law Information. The RSUs and the shares of Common Stock offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are addressed to Employee only because of his or her existing relationship with Newmont and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
PERU
Terms and Conditions
Labor Law Acknowledgement. The following provision supplements Section 1 of Part A of this Appendix:
In accepting this Agreement, Employee acknowledges that the RSUs are being granted ex gratia to Employee with the purpose of rewarding him or her.
Notifications
Securities Law Information. The offer of the RSUs is considered a private offering in Peru; therefore, it is not subject to registration. For more information concerning this offer, please refer to the Plan, the Agreement and any other grant documents made available by Newmont.
SURINAME
Terms and Conditions
Award Settlement. Notwithstanding any provision in the Agreement to the contrary, if deemed by Newmont to be necessary for regulatory reasons, Newmont reserves the right to settle RSUs by payment in cash or its equivalent of an amount equal in value to the shares of Common Stock subject to the vested RSUs.
NEWMONT
SECTION 16 OFFICER AND SENIOR EXECUTIVE
SHORT-TERM INCENTIVE PROGRAM
(Effective January 1, 2021 )
NEWMONT
SECTION 16 OFFICER AND SENIOR EXECUTIVE
SHORT-TERM INCENTIVE PROGRAM
(Effective January 1, 2021 )
PURPOSE
This Section 16 Officer and Senior Executive Short-Term Incentive Program (STIP) includes the Corporate Performance Bonus program. This program is a restatement of the Section 16 Officer and Senior Executive Short-Term Incentive Program effective on January 1, 2020. The purpose of the Corporate Performance Bonus program is to provide to those employees of Newmont Corporation and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Corporation. Employees of Newmont Corporation and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.
This program is intended to be a program described in Department of Labor Regulation Sections 2510.31(b) and 2510.3-2(c), and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.
SECTION I - DEFINITIONS
1.1 “Affiliated Entity(ies)” means any corporation or other entity, now or hereafter formed, that is or shall become affiliated with Newmont Corporation (“Newmont”), either directly or indirectly, through stock ownership or control, and which is (a) included in the controlled group of corporations (within the meaning of Code Section 1563(a) without regard to Code Section 1563(a)(4) and Code Section 1563(e)(3)(C)) in which Newmont is also included and (b) included in the group of entities (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) in which Newmont is also included.
1.2 “Board” means the Board of Directors of Newmont or its delegate.
1.3 “Bonus Eligible Earnings” means an Employee’s base salary as reflected in the records of Newmont or a Participating Employer as of December 31 of the calendar year for which a Corporate Performance Bonus is made; provided, however, that Newmont or a Participating Employer shall have the discretion to adjust an Employee’s Bonus Eligible Earnings based on any periods of unpaid leave or other periods in the calendar year during which an Employee was not working or was otherwise not fully engaged in their duties and responsibilities (including if an Employee commenced employment after the beginning of the calendar year, in which case such Employee’s Bonus Eligible Earnings will be calculated on a pro-rata basis based on their base salary as of December 31). If an Employee dies during the calendar year, the “Bonus Eligible Earnings” for such Terminated Eligible Employee will be determined by his or her base salary as of the date of death in such calendar year and the Bonus will be calculated on a pro-rata basis. In the event of a Change of Control, the Bonus Eligible
Earnings of each eligible Employee shall be equal to such Employee’s base salary, on an annualized basis, as of the date immediately preceding the Change of Control. In the case of a Terminated Eligible Employee, such Employee’s Bonus Eligible Earnings will be determined by his or her base salary as of the date of termination of employment and the Bonus shall be calculated on a pro-rata basis. In all cases, an Employee’s “Bonus Eligible Earnings” shall be determined before reduction for pretax contributions to an employee benefit plan of Newmont pursuant to Section 401(k) or Section 125 of the Code.
1.4 “Cash Sustaining Costs” means annual approved STIP adjusted cash sustaining costs for the Performance Period on a consolidated basis and measured on a per gold equivalent ounce basis, as adjusted for metal prices, fuel and exchange rates, one-time adjustments or other items as approved by the Board, compared to actual adjusted cash sustaining costs per gold equivalent ounce, and subject to metric adjustments provided with the performance targets as approved by the Leadership Development and Compensation Committee of the Board of Directors.
1.5 “Change of Control” means the occurrence of any of the following events:
(i) The acquisition in one or a series of transactions by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of Newmont (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of Newmont entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from Newmont other than an acquisition by virtue of the exercise of a conversion privilege, unless the security being so converted was itself acquired directly from Newmont, (B) any acquisition by Newmont, (C) any acquisition by any employee benefits plan (or related trust) sponsored or maintained by Newmont or any corporation controlled by Newmont or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or
(ii) Individuals who, as of the Effective Date, constitute the Board of Directors of Newmont (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of Newmont; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Newmont’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Newmont; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Newmont or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns Newmont or all or substantially all of Newmont’s assets either directly or through one or more subsidiaries (a “Parent Company”)) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person or entity (excluding Newmont, any entity resulting from such Business Combination, any employee benefit plan (or related trust) of Newmont or its Affiliate or any entity resulting from such Business Combination or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, such Parent Company) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities of the entity) resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity, unless such ownership resulted solely from ownership of securities of Newmont, prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, of the Parent Company) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Newmont, providing for such Business Combination; or
(iv) Approval by the stockholders of Newmont of a complete liquidation or dissolution of Newmont.
1.6 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
1.7 “Corporate Performance Bonus” means the bonus payable to an Employee pursuant to Section III.
1.8 “Disability” means a condition such that the salaried Employee has terminated employment with Newmont or Affiliated Entities with a disability and has begun receiving benefits from the Long Term Disability Plan of Newmont (or Affiliated Entity) or a successor plan.
1.9 “EBITDA” means annual approved STIP adjusted attributable EBITDA for the Performance Period, as adjusted for metal prices, fuel and exchange rates, one-time accounting adjustments or other items as approved by the Board, compared to actual adjusted attributable EBITDA.
1.10 “Economic Performance Driver” means EBITDA, Reserve and Resource Additions, Return on Capital Employed, Health and Safety, Environment, Sustainability and Governance (ESG), and Cash Sustaining Costs.
1.11 “Employee” means an employee of Newmont or an Affiliated Entity who satisfies the conditions for this program and who is not (a) an individual who performs services for Newmont or an Affiliated Entity under an agreement, contract or arrangement (which may be written or oral) between the employer and the individual or with any other organization that provides the services of the individual to the Employer pursuant to which the individual is initially classified or treated as an independent contractor or whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to Code § 3401, or who is otherwise treated as an employee of an entity other than Newmont or an Affiliated Entity, irrespective of whether he or she is treated as an employee of Newmont or an Affiliated Entity under common law employment principles or pursuant to the provisions of Code § 414(m), 414(n) or 414(o), even if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction, the settlement of an administrative or judicial proceeding or a determination by the Internal Revenue Service, the Department of the Treasury or the Department of Labor, (b) an individual who is a leased employee, (c) a temporary employee, or (d) an individual covered by a collective bargaining agreement unless otherwise provided for in such agreement.
1.12 “Health and Safety” means health and safety metrics measured against target health and safety metrics, as adjusted from time to time as approved by the Board.
1.13 “Leadership Development and Compensation Committee” means the Leadership Development and Compensation Committee of the Board of Directors of Newmont.
1.14 “Newmont” means Newmont Corporation.
1.15 “Participating Employer” means Newmont and any Affiliated Entity.
1.16 “Pay Grade” means those jobs sharing a common salary range, as designated by the Board or its delegate.
1.17 “Reserve and Resource Additions” means annual gold reserve and resource additions measured against target annual reserve and resource additions, and as adjusted from time to time as approved by the Board.
1.18 “Retirement” means at least age 55, and, at least 5 years of continuous employment with Newmont and/or an Affiliated Entity, and, a total of at least 65 when adding age plus years of employment.
1.19 “Return on Capital Employed” means annual approved STIP adjusted return on capital employed (“ROCE”) for the Performance Period on a consolidated basis, as adjusted for metal prices, fuel and exchange rates, one-time adjustments or other items as approved by the Board, compared to actual adjusted ROCE.
1.20 “Sustainability” or “ESG” means selected sustainability metrics measured against target selected sustainability metrics including sustainability performance indices, as adjusted from time to time as approved by the Board.
1.21 “Section 16 Officer” means an officer as defined in Section 16(b) of the Securities Exchange Act of 1934.
1.22 “Terminated Eligible Employee” means an eligible Employee employed in a position located in Colorado or any Employee in an Executive grade level position who terminates employment with Newmont and/or a Participating Employer during the calendar year on account of death, Retirement, Disability or involuntary termination entitling the Employee to benefits under the Executive Severance Plan of Newmont. However, if an eligible Employee is terminated between January 1 and March 31 of any calendar year, and entitled to benefits under the Executive Severance Plan of Newmont, Employee shall not qualify for any bonus under this program for the period of January 1 to March 31 for the calendar year of the termination.
SECTION II - ELIGIBILITY
All Employees of a Participating Employer who participate in the Senior Executive Compensation Program of Newmont and Section 16 Officers in grade level E-5 not participating in the Senior Executive Compensation Program of Newmont are potentially eligible to receive a bonus payment under the Corporate Performance Bonus program, provided (i) they are on the payroll of a Participating Employer as of the last day of the calendar year, and on the payroll of a Participating Employer at the time of payment, or (ii) they are a Terminated Eligible Employee with respect to such calendar year.
SECTION III - CORPORATE PERFORMANCE BONUS
3.1 Eligibility for Corporate Performance Bonus. For the calendar year, the Corporate Performance Bonus will be determined pursuant to this section for each eligible Employee. For the calendar year, the performance bonus for each eligible Employee who is not assigned to the corporate office will have certain regional performance factors weighted into the
Corporate Performance Bonus as stated in Appendix B. Each operating site shall develop its own critical performance indicators for this purpose.
3.2 Target Amounts for Economic Performance Drivers. The Leadership Development and Compensation Committee shall establish both the targets and the minimum and maximum amounts for each Economic Performance Driver on an annual basis.
3.3 Actual Performance for Economic Performance Drivers. As soon as possible after the end of each calendar year, the Leadership Development and Compensation Committee shall certify the extent to which actual performance met the target amounts for each Economic Performance Driver, following a report from the Internal Audit department.
3.4 Aggregate Payout Percentage. An aggregate payout factor (the “Aggregate Payout Percentage”) will be calculated based upon the funding schedule as approved by the Leadership Development and Compensation Committee.
(a) Calculating the Performance Percentage for each Economic Performance Driver. For each Economic Performance Driver, actual performance will be compared to the target, minimum and maximum amounts to arrive at a performance percentage (“Performance Percentage”).
(b) Calculating the Payout Percentage for each Economic Performance Driver. The payout percentage for each Economic Performance Driver is the product of the Performance Percentage times the applicable weighting factor as listed in Appendix A (“Payout Percentage for each Economic Performance Driver and However, a fatality or significant potential events may cap the payout for the Health and Safety metric(s).
(c) Calculating the Aggregate Payout Percentage. The Aggregate Payout Percentage is the sum of the Payout Percentages for each Performance Factor.
3.5 Determination of Target Performance Level. An Employee’s Target Performance Level is determined by the Employee’s Pay Grade pursuant to the table in Appendix B.
3.6 Determination of the Corporate Performance Bonus. The Corporate Performance Bonus for each eligible Employee is the product of the Aggregate Payout Percentage, times the Employee’s Target Performance Level, times the Employee’s Bonus Eligible Earnings.
3.7 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Corporate Performance Bonus; provided, that a Terminated Eligible Employee who has an involuntary termination entitling the employee to benefits under the Executive Severance Plan of Newmont must execute a Waiver and Release pursuant to Section 2.01 of such plan in order to receive payment of a Corporate Performance Bonus. This bonus will be calculated
according to Section III of this program, and pro-rated for the portion of the calendar year that Employee maintained employment with a Participating Employer.
3.8 Adjustments. The Leadership Development and Compensation Committee may adjust the Performance Percentage or any measure or otherwise increase or decrease the Corporate Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Leadership Development and Compensation Committee deems appropriate.
3.9 Pay Grade. If an eligible Employee was in more than one Pay Grade during the calendar year, the bonus payable to such eligible Employee shall be calculated on a pro-rata basis in accordance with the amount of time spent by such eligible Employee in each Pay Grade during the calendar year.
3.10 Time and Method of Payment. Any bonus payable under this program shall be payable to each eligible Employee in cash as soon as practicable following approval of bonuses by the Leadership Development and Compensation Committee. All payments and the timing of such payments shall be made in accordance with practices and procedures established by the Participating Employer. Payment under this program will be made no later than the 15th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture. Notwithstanding the foregoing, in the event an Employee failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont or any Affiliated Entity, Newmont may withhold payment under this program unless or until such Employee complies.
3.11 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state, local or foreign law or regulation.
SECTION IV - CHANGE OF CONTROL
4.1 In General. In the event of a Change of Control, each eligible Employee employed at the time of the Change of Control shall become entitled to the payment of a Corporate Performance Bonus in accordance with the provisions of this section.
4.2 Calculation of Bonus. In the event of a Change of Control: (a) each eligible Employee employed as of the date of the Change of Control shall become entitled to the payment of a target pro-rated Corporate Performance Bonus for the portion of the calendar year from January 1 through the date of the Change of Control; and (b) each eligible Employee employed as of the last day of the calendar year in which the Change of Control occurs shall be entitled to a target pro-rated Corporate Performance Bonus for the remaining portion of the calendar year following the Change of Control.
4.3 Payment of Bonuses. The bonuses payable in accordance with the provisions of this Section IV shall be calculated and paid as soon as practicable (a) following the date of the Change of Control, in the case of the bonus required by Section 4.2(a), and (b) following the conclusion of the calendar year in which the Change of Control occurs, in the case of the bonus required by Section 4.2(b). Such payments shall be subject to the withholding of such amounts as Newmont or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. Upon the completion of such payments, eligible Employees shall have no further right to the payment of any Corporate Performance Bonus hereunder for such calendar year (other than any bonus payable hereunder with respect to a previous calendar year that has not yet been paid). In the event that a Change of Control and a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Executive Change of Control Plan of Newmont (“2012 Plan”) or Section 3.01 of the Executive Change of Control Plan of Newmont (“2008 Plan”) of an Eligible employee occur in the same calendar year, payment to such Eligible employee of a Corporate Performance Bonus under this Section IV along with any Individual Bonus payable in the event of a Change of Control under the Newmont Senior Executive Compensation Program shall satisfy Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan solely with respect to the portion of such calendar year from January 1 through the date of the Change of Control; in such instance, the bonuses provided for under Section 3.02(a)(i)(B) of the 2012 Plan and Section 3.02(a)(i)(B) of the 2008 Plan for the period of time between the Change of Control and the Separation of Service shall be calculated for such period of time in accordance with the formula provided therein. If a benefit-qualifying Separation from Service under Section 3.01 of the 2012 Plan or Section 3.01 of the 2008 Plan occurs in a year subsequent to the year in which a Change of Control occurs, any payments made under this Section IV shall not in any way satisfy Section 3.02(a)(i)(B) of the 2012 Plan or Section 3.02(a)(i)(B) of the 2008 Plan.
SECTION V - GENERAL PROVISIONS
5.1 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of the eligible Employee, in a cash lump sum, to the beneficiary or beneficiaries designated by the eligible Employee to receive life insurance proceeds under Group Life and Accidental Death & Dismemberment Plan of Newmont USA Limited (or a successor plan) or a similar plan of a Participating Employer. In the absence of an effective beneficiary designation under said plan, any amount payable hereunder following the death of an eligible Employee shall be paid to the eligible Employee’s estate.
5.2 Right of Offset. To the extent permitted by applicable law, Newmont or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this program against any eligible Employee or Terminated Eligible Employee loans outstanding to Newmont, an Affiliated Entity, or Participating Employer, or other debts of the eligible Employee or Terminated Eligible Employee to Newmont, an Affiliated Entity, or Participating Employer. By accepting payments under this program, the eligible Employee
consents to the reduction of any compensation paid to the eligible Employee by Newmont, an Affiliated Entity, or Participating Employer to the extent the eligible Employee receives an overpayment from this program.
5.3 Termination. The Board may at any time amend, modify, suspend or terminate this program. However, upon or following a Change of Control, Section IV of this program may not be amended, suspended, or terminated until the obligations of Section IV of this program have been fully satisfied with respect to such Change of Control.
5.4 Payments Due Minors or Incapacitated Persons. If any person entitled to a payment under this program is a minor, or if the Leadership Development and Compensation Committee or its delegate determines that any such person is incapacitated by reason of physical or mental disability, whether or not legally adjudicated as incompetent, the Leadership Development and Compensation Committee or its delegate shall have the power to cause the payment becoming due to such person to be made to another for his or her benefit, without responsibility of the Leadership Development and Compensation Committee or its delegate, Newmont, or any other person or entity to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Leadership Development and Compensation Committee, this program, Newmont, and Affiliated Entity or Participating Employer.
5.5 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this program, and this program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this program.
5.6 No Right to Employment. The establishment of this program shall not be deemed to confer upon any person any legal right to be employed by, or to be retained in the employ of, Newmont, any Affiliated Entity, any Participating Employer, or to give any Employee or any person any right to receive any payment whatsoever, except as provided under this program. All Employees shall remain subject to discharge from employment to the same extent as if this program had never been adopted.
5.7 Transferability. Any bonus payable hereunder is personal to the Eligible Employee or Terminated Eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.
5.8 Successors. This program shall be binding upon and inure to the benefit of Newmont, the Participating Employers and the eligible Employees and Terminated Eligible Employees and their respective heirs, representatives and successors.
5.9 Governing Law. This program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.
5.10 Reimbursement. The Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of the Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Corporate Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Corporate Performance Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Corporate Performance Bonus actually awarded. Additionally, the Leadership Development and Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible Employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont or as defined in the Executive Severance Plan of Newmont.
5.11 Section 409A. It is the intention of Newmont that payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont in a manner consistent with such intent, as determined in the discretion of Newmont. None of Newmont nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the any payment under this program.
APPENDIX A
Economic Performance Drivers and Weighting Factors for Each
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Health & Safety
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Reserve and Resource
Additions (10% gold
reserves and 10%
resource)
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Cash Sustaining Costs
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Value Creation
(EBITDA 20%
and ROCE 5%)
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Sustainability
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20%
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20%
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25%
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25%
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10%
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APPENDIX B
Target STIP Corporate Performance Bonus
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Grade
|
Percentage of Base Salary
|
E-1
|
105%
|
E-2
|
87.5%
|
E-3 Range
(based on executive role)
|
60% - 88%
|
E4 (excluding Regional Senior Vice Presidents “RSVP” of operating sites)
|
53%
|
E-4 RSVP
|
53% Total- Weighted as Below:
Corporate STIP-30%(16% of base salary)
Regional STIP-70% (37% of base salary)
|
E-5
|
30%
|
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
I, Thomas R. Palmer, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Newmont Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ THOMAS R PALMER
|
Thomas R. Palmer
Chief Executive Officer
(Principal Executive Officer)
|
April 29, 2021
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
I, Nancy K. Buese, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Newmont Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ NANCY K. BUESE
|
Nancy K. Buese
Chief Financial Officer
(Principal Financial Officer)
|
April 29, 2021
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 of Newmont Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Thomas R. Palmer, Chief Executive Officer of the Company, certify, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ THOMAS R. PALMER
|
Thomas R. Palmer
Chief Executive Officer
(Principal Executive Officer)
|
April 29, 2021
Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, of Newmont Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Nancy K. Buese, Chief Financial Officer of the Company, certify, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ NANCY K. BUESE
|
Nancy K. Buese
Chief Financial Officer
(Principal Financial Officer)
|
April 29, 2021
Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Mine Safety Disclosure
The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.
Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator (e.g. our subsidiary, Newmont USA Limited) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned. In addition to civil penalties, the Mine Act also provides for criminal penalties for an operator who willfully violates a health or safety standard or knowingly violates or fails or refuses to comply with an order issued under Section 107(a) or any final decision issued under the Act.
The below table reflects citations and orders issued to us by MSHA during the quarter ended March 31, 2021. The proposed assessments for the quarter ended March 31, 2021 were taken from the MSHA data retrieval system as of April 6, 2021.
Additional information about the Act and MSHA references used in the table follows.
•Section 104(a) Significant and Substantial ("S&S") Citations: Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
•Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
•Section 104(d) S&S Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.
•Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
•Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mine (1)
|
|
Section 104(a) S&S Citations (2)
|
|
Section 104(b) Orders
|
|
Section 104(d) S&S Citations and Orders (2)
|
|
Section 110(b) Violations
|
|
Section 107(a) Orders
|
|
($ in millions) Proposed MSHA Assessments (3)
|
|
Fatalities
|
Cripple Creek & Victor
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
TOTAL
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
____________________________
(1)The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.
(2)0 Section 104(a) S&S Citations and 0 Section 104(d) S&S Citations and Orders were subject to contest as of March 31, 2021.
(3)Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and or orders preceding such dollar value in the corresponding row. No proposed assessments of the orders or citations listed above had yet been posted to the MSHA data retrieval system or made available to the Company by MSHA as of April 6, 2021. Proposed assessments amounted to: $0.
Pattern or Potential Pattern of Violations. During the quarter ended March 31, 2021, none of the mines operated by us received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.
Pending Legal Actions. The following table reflects pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act, as of March 31, 2021, together with the number of legal actions instituted and the number of legal actions resolved as of March 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mine (1)
|
|
Pending Legal Actions as of March 31, 2021(2)
|
|
Legal Actions Instituted during the quarter ended March 31, 2021
|
|
Legal Actions Resolved during the quarter ended March 31, 2021
|
Cripple Creek & Victor
|
|
—
|
|
|
—
|
|
|
—
|
|
TOTAL
|
|
—
|
|
|
—
|
|
|
—
|
|
____________________________
(1)The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.
(2)The foregoing list includes legal actions which were initiated prior to the current reporting period and which do not necessarily relate to citations, orders or proposed assessments issued by MSHA during the quarter ended March 31, 2021. The number of legal actions noted above are reported on a per docket basis.
Legal actions pending before the Commission may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•Contests of Citations and Orders: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties): A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.
•Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
•Complaints of Discharge, Discrimination or Interference: A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
•Applications for Temporary Relief: An application for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
•Appeals of Judges’ Decisions or Orders to the Commission: A filing with the Commission of a petition for discretionary review of a Judge’s decision or order by a person who has been adversely affected or aggrieved by such decision or order.
The following table reflects the types of legal actions pending before the Commission as of March 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mine (1)
|
|
Contests of Citations and Orders
|
|
Contests of Proposed Penalties (2)
|
|
Complaints for Compensation
|
|
Complaints of Discharge, Discrimination or Interference
|
|
Applications for Temporary Relief
|
|
Appeals of Judges' Decisions or Orders to the Commission
|
Cripple Creek & Victor
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
TOTAL
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
____________________________
(1)The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.
(2)The number of contests of proposed penalties noted above is reported on a per docket basis. In some cases, an individual docket may include more than one type of legal action. If presented on a per citation basis the number of contests of proposed penalties would be Cripple Creek & Victor: none.