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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, 2022
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
nem-20220331_g1.jpg
NEWMONT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware84-1611629
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6900 E Layton Ave
Denver, Colorado
80237
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code (303) 863-7414
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $1.60 per shareNEMNew York Stock Exchange
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.
Large accelerated filer
☒
Accelerated filer☐
Non-accelerated filer
☐
Smaller reporting company☐
Emerging growth company☐
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 793,651,139 shares of common stock outstanding on April 18, 2022.


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GLOSSARY OF ABBREVIATIONS
AISC (1)
All-In Sustaining Costs
ARCAsset Retirement Cost
ASCFASB Accounting Standard Codification
ASUFASB Accounting Standard Update
CASCosts Applicable to Sales
EBITDA (1)
Earnings Before Interest, Taxes, Depreciation and Amortization
EIAEnvironmental Impact Assessment
EPAU.S. Environmental Protection Agency
ESGEnvironmental, Social and Governance
Exchange ActU.S. Securities Exchange Act of 1934
FASBFinancial Accounting Standards Board
GAAP
U.S. Generally Accepted Accounting Principles
GEO (2)
Gold Equivalent Ounces
GHG
Greenhouse Gases, which are defined by the EPA as gases that trap heat in the atmosphere
IFRSInternational Financial Reporting Standards
IRCInternational Royalty Corporation
MINAMMinistry of the Environment of Peru
Mine ActU.S. Federal Mine Safety and Health Act of 1977
MINEMMinistry of Energy and Mines of Peru
MSHAFederal Mine Safety and Health Administration
NPDESNational Pollutant Discharge Elimination System
SECU.S. Securities and Exchange Commission
Securities ActU.S. Securities Act of 1933
U.S.
The United States of America
WTPWater Treatment Plant
____________________________
(1)See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.
(2)See “Results of Consolidated Operations” within Part I, Item 2, Management's Discussion and Analysis.
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NEWMONT CORPORATION
FIRST QUARTER 2022 RESULTS AND HIGHLIGHTS
(unaudited, in millions, except per share, per ounce and per pound)

Three Months Ended
March 31,
20222021
Financial Results:
Sales$3,023 $2,872 
Gold$2,514 $2,482 
Copper$99 $52 
Silver$156 $168 
Lead$44 $44 
Zinc$210 $126 
Costs applicable to sales (1)
$1,435 $1,247 
Gold$1,184 $1,065 
Copper$46 $27 
Silver$97 $75 
Lead$22 $19 
Zinc$86 $61 
Net income (loss) from continuing operations $453 $558 
Net income (loss) $469 $579 
Net income (loss) from continuing operations attributable to Newmont stockholders
$432 $538 
Per common share, diluted:
Net income (loss) from continuing operations attributable to Newmont stockholders
$0.54 $0.67 
Net income (loss) attributable to Newmont stockholders
$0.56 $0.70 
Adjusted net income (loss) (2)
$546 $594 
Adjusted net income (loss) per share, diluted (2)
$0.69 $0.74 
Earnings before interest, taxes and depreciation and amortization (2)
$1,237 $1,370 
Adjusted earnings before interest, taxes and depreciation and amortization (2)
$1,390 $1,457 
Net cash provided by (used in) operating activities of continuing operations$689 $841 
Free Cash Flow (2)
$252 $442 
Cash dividends paid per common share in the period ended March 31
$0.55 $0.55 
Cash dividends declared per common share for the period ended March 31
$0.55 $0.55 
____________________________
(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.
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NEWMONT CORPORATION
FIRST QUARTER 2022 RESULTS AND HIGHLIGHTS
(unaudited, in millions, except per share, per ounce and per pound)
Three Months Ended
March 31,
20222021
Operating Results:
Consolidated gold ounces (thousands):
Produced1,311 1,422 
Sold1,329 1,417 
Attributable gold ounces (thousands): 
Produced (1)
1,344 1,455 
Sold (2)
1,291 1,361 
Consolidated and attributable gold equivalent ounces - other metals (thousands) (3)
Produced350 317 
Sold350 327 
Consolidated and attributable - other metals:
Produced copper (million pounds)19 14 
Sold copper (million pounds)21 12 
Produced silver (thousand ounces)8,080 8,162 
Sold silver (thousand ounces)7,652 8,531 
Produced lead (million pounds)44 50 
Sold lead (million pounds)42 50 
Produced zinc (million pounds)114 111 
Sold zinc (million pounds)120 119 
Average realized price:
Gold (per ounce) $1,892 $1,751 
Copper (per pound) $4.84 $4.20 
Silver (per ounce)$20.36 $19.73 
Lead (per pound)$1.06 $0.88 
Zinc (per pound)$1.75 $1.06 
Consolidated costs applicable to sales: (4)(5)
Gold (per ounce) $890 $752 
Gold equivalent ounces - other metals (per ounce) (3)
$717 $555 
All-in sustaining costs: (5)
Gold (per ounce) $1,156 $1,039 
Gold equivalent ounces - other metals (per ounce) (3)
$997 $819 
____________________________
(1)Attributable gold ounces produced includes 69 and 91 thousand ounces for the three months ended March 31, 2022 and 2021, respectively, related to the Pueblo Viejo mine, which is 40% 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% owned by Newmont and accounted for as an equity method investment.
(3)For the definition of gold equivalent ounces see “Results of Consolidated Operations" within Part I, Item 2, Management's Discussion and Analysis.
(4)Excludes Depreciation and amortization and Reclamation and remediation.
(5)See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis.

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First Quarter 2022 Highlights (dollars in millions, except per share, per ounce and per pound amounts)
•Net income: Reported Net income (loss) from continuing operations attributable to Newmont stockholders of $432 or $0.54 per diluted share, a decrease of $106 from the prior-year quarter primarily due to lower gold sales volume, higher Costs applicable to sales, non-cash pension settlement charges, loss on the sale of the La Zanja equity method investment and higher reclamation and remediation charges partially offset by higher realized metal prices, unrealized gains on marketable and other equity securities in 2022 compared to unrealized losses in 2021 and lower income tax expense.
•Adjusted net income: Reported Adjusted net income of $546 or $0.69 per diluted share, a decrease of $0.05 per diluted share from the prior-year quarter (see “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis).
•Adjusted EBITDA: Generated $1,390 in Adjusted EBITDA, a decrease of 5% 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 $689, a decrease of 18% from the prior year, and free cash flow of $252 (see “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis).
•ESG: Published annual sustainability report in April 2022 providing a transparent view of ESG performance.
•Portfolio Improvements: In February 2022, the Company acquired the 43.65% noncontrolling interest in Yanacocha previously held by Compañia de Minas Buenaventura S.A.A., increasing the Company’s ownership interest to 95%. Subsequent Sumitomo put option exercise, expected to closed in the second quarter of 2022, will transfer the remaining 5% interest in Yanacocha resulting in 100% ownership.
•Attributable production: Produced 1.3 million attributable ounces of gold and 350 thousand attributable gold equivalent ounces from co-products.
•Financial strength: Ended the quarter with $4.3 billion of consolidated cash and $7.3 billion of liquidity; declared dividend for the first quarter of $0.55.
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 continues to negatively impact the global economy, disrupt global supply chains and workforce participation and create significant volatility and disruption of financial markets.
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 "COVID-19 Pandemic" within Part I, Item 1, Business on our Form 10-K filed with the SEC on February 24, 2022. 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 24, 2022.
Our operations continue to be affected by a range of external factors related to the COVID-19 pandemic that are not within our control. Refer to "Consolidated Financial Results", "Results of Consolidated Operations", “Liquidity and Capital Resources” and “Non-GAAP Financial Measures" within Part I, Item 2, Management’s Discussion and Analysis of this report for additional information about the continued impacts of COVID-19 on our business and operations.
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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,
20222021
Sales (Note 4)$3,023 $2,872 
Costs and expenses:
Costs applicable to sales (1)
1,435 1,247 
Depreciation and amortization547 553 
Reclamation and remediation (Note 5)61 46 
Exploration38 35 
Advanced projects, research and development44 31 
General and administrative64 65 
Other expense, net (Note 6)35 39 
2,224 2,016 
Other income (expense):
Other income (loss), net (Note 7)(109)(39)
Interest expense, net of capitalized interest(62)(74)
(171)(113)
Income (loss) before income and mining tax and other items628 743 
Income and mining tax benefit (expense) (Note 8)(214)(235)
Equity income (loss) of affiliates39 50 
Net income (loss) from continuing operations453 558 
Net income (loss) from discontinued operations16 21 
Net income (loss)469 579 
Net loss (income) attributable to noncontrolling interests(21)(20)
Net income (loss) attributable to Newmont stockholders$448 $559 
Net income (loss) attributable to Newmont stockholders:
Continuing operations$432 $538 
Discontinued operations16 21 
$448 $559 
Weighted average common shares (millions):
Basic793801
Effect of employee stock-based awards11
Diluted794802
Net income (loss) attributable to Newmont stockholders per common share
Basic:
Continuing operations$0.54 $0.67 
Discontinued operations0.02 0.03 
$0.56 $0.70 
Diluted:
Continuing operations$0.54 $0.67 
Discontinued operations0.02 0.03 
$0.56 $0.70 
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in millions)
Three Months Ended
March 31,
20222021
Net income (loss)$469 $579 
Other comprehensive income (loss):
Change in marketable securities, net of tax of $— and $—, respectively
(1)— 
Foreign currency translation adjustments (1)2 
Change in pension and other post-retirement benefits, net of tax of $(32) and $(1), respectively
122 6 
Change in fair value of cash flow hedge instruments, net of tax of $— and $(1), respectively
1 3 
Other comprehensive income (loss)121 11 
Comprehensive income (loss)$590 $590 
Comprehensive income (loss) attributable to:
Newmont stockholders $569 $570 
Noncontrolling interests21 20 
$590 $590 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
Three Months Ended
March 31,
20222021
Operating activities:
Net income (loss)$469 $579 
Non-cash adjustments:
Depreciation and amortization547 553 
Net loss (income) from discontinued operations(16)(21)
Charges from pension settlement (Note 7)
130 — 
Reclamation and remediation57 43 
Deferred income taxes(41)(25)
Change in fair value of investments (Note 7)
(39)110 
Stock-based compensation 18 17 
Other non-cash adjustments29 (90)
Net change in operating assets and liabilities (Note 16)
(465)(325)
Net cash provided by (used in) operating activities of continuing operations689 841 
Net cash provided by (used in) operating activities of discontinued operations 5 — 
Net cash provided by (used in) operating activities694 841 
Investing activities:
Additions to property, plant and mine development (437)(399)
Contributions to equity method investees(52)(27)
Payment relating to sale of La Zanja (Note 1)
(45)— 
Return of investment from equity method investees13 18 
Proceeds from asset and investment sales9 63 
Purchases of investments(4)(4)
Other (3)(1)
Net cash provided by (used in) investing activities (519)(350)
Financing activities:
Dividends paid to common stockholders(436)(441)
Acquisition of noncontrolling interests (Note 1)
(300)— 
Repayment of debt (Note 13)
(89)— 
Distributions to noncontrolling interests(59)(54)
Payments for withholding of employee taxes related to stock-based compensation(36)(28)
Funding from noncontrolling interests32 30 
Payments on lease and other financing obligations(19)(18)
Other12 — 
Net cash provided by (used in) financing activities(895)(511)
Effect of exchange rate changes on cash, cash equivalents and restricted cash3 (2)
Net change in cash, cash equivalents and restricted cash(717)(22)
Cash, cash equivalents and restricted cash at beginning of period 5,093 5,648 
Cash, cash equivalents and restricted cash at end of period $4,376 $5,626 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$4,272 $5,518 
Restricted cash included in Other current assets50 2 
Restricted cash included in Other non-current assets54 106 
Total cash, cash equivalents and restricted cash$4,376 $5,626 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NEWMONT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)
At March 31,
2022		At December 31,
2021
ASSETS
Cash and cash equivalents$4,272 $4,992 
Trade receivables (Note 4)413 337 
Investments (Note 10)72 82 
Inventories (Note 11)956 930 
Stockpiles and ore on leach pads (Note 12)800 857 
Other current assets546 498 
Current assets7,059 7,696 
Property, plant and mine development, net24,070 24,124 
Investments (Note 10)3,335 3,243 
Stockpiles and ore on leach pads (Note 12)1,790 1,775 
Deferred income tax assets227 269 
Goodwill2,771 2,771 
Other non-current assets661 686 
Total assets$39,913 $40,564 
LIABILITIES
Accounts payable$491 $518 
Employee-related benefits 366 386 
Income and mining taxes payable273 384 
Lease and other financing obligations104 106 
Debt (Note 13)— 87 
Other current liabilities (Note 14)1,183 1,173 
Current liabilities2,417 2,654 
Debt (Note 13)5,566 5,565 
Lease and other financing obligations540 544 
Reclamation and remediation liabilities (Note 5)5,848 5,839 
Deferred income tax liabilities2,045 2,144 
Employee-related benefits 375 439 
Silver streaming agreement892 910 
Other non-current liabilities (Note 14)599 608 
Total liabilities18,282 18,703 
Contingently redeemable noncontrolling interest (Note 1)— 48 
Commitments and contingencies (Note 17)
EQUITY
Common stock1,278 1,276 
Treasury stock(236)(200)
Additional paid-in capital17,312 17,981 
Accumulated other comprehensive income (loss) (Note 15)(12)(133)
Retained earnings (accumulated deficit)3,107 3,098 
Newmont stockholders' equity21,449 22,022 
Noncontrolling interests182 (209)
Total equity21,631 21,813 
Total liabilities and equity$39,913 $40,564 
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited, in millions)
Common StockTreasury StockAdditional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated
Deficit)		Noncontrolling
Interests		Total
Equity
Contingently
Redeemable
Noncontrolling
Interest (5)
SharesAmountSharesAmount
Balance at December 31, 2021797 $1,276 (5)$(200)$17,981 $(133)$3,098 $(209)$21,813 $48 
Net income (loss) — — — — — — 448 21 469 — 
Other comprehensive income (loss) — — — — — 121 — — 121 — 
Dividends declared (1)
— — — — — — (439)— (439)— 
Distributions declared to noncontrolling interests (2)
— — — — — — — (59)(59)— 
Cash calls requested from noncontrolling interests (3)
— — — — — — — 30 30 — 
Withholding of employee taxes related to stock-based compensation— — (1)(36)— — — — (36)— 
Acquisition of noncontrolling interests (4)
— — — — (699)— — 399 (300)— 
Reclassification of contingently redeemable noncontrolling interests (4)
— — — — — — — — — (48)
Stock options exercised— — — — 14 — — — 14 — 
Stock-based awards and related share issuances2 2 — — 16 — — — 18 — 
Balance at March 31, 2022799 $1,278 (6)$(236)$17,312 $(12)$3,107 $182 $21,631 $— 
____________________________
(1)Cash dividends per common share were $0.55 for the three months ended March 31, 2022. Dividends declared and dividends paid to common stockholders differ by $3 due to timing.
(2)Distributions declared to noncontrolling interests of $59 for the three months ended March 31, 2022 represent amounts declared by Newmont to Staatsolie for the Suriname Gold project C.V. (“Merian”) mine. Newmont paid $59 for distributions during the three months ended March 31, 2022. Any differences are due to timing of payments.
(3)Cash calls requested from noncontrolling interests of $30 for the three months ended March 31, 2022 represent cash calls requested from Staatsolie for the Merian mine. Staatsolie paid $32 for cash calls during the three months ended March 31, 2022. Differences are due to timing of receipts.
(4)Refer to Note 1 for additional information.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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NEWMONT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(unaudited, in millions)
Common StockTreasury StockAdditional
Paid-In
Capital		Accumulated
Other
Comprehensive
Income (Loss)		Retained
Earnings
(Accumulated
Deficit)		Noncontrolling
Interests		Total
Equity		Contingently
Redeemable
Noncontrolling
Interest
SharesAmountSharesAmount
Balance at December 31, 2020804 $1,287 (4)$(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 issuances1 2 — — 15 — — — 17 — 
Balance at March 31, 2021805 $1,289 (4)$(196)$18,119 $(205)$4,120 $831 $23,958 $34 
____________________________
(1)Cash dividends per common share were $0.55 for the three months ended March 31, 2021.
(2)Distributions declared to noncontrolling interests of $54 for the three months ended March 31, 2021 represent amounts to Staatsolie for the Merian mine. Newmont paid $54 for distributions during the three months ended March 31, 2021. Any differences are due to timing of payments.
(3)Cash calls requested from noncontrolling interests of $28 for the three months ended March 31, 2021 represent cash calls requested from Staatsolie for the Merian mine. Staatsolie paid $30 for cash calls during the three months ended March 31, 2021. Differences are due to timing of receipts.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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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 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, 2021 filed on February 24, 2022 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 GAAP have been condensed or omitted.
References to “C$” refer to Canadian currency.
Noncontrolling Interests
Net loss (income) attributable to noncontrolling interest is primarily comprised of $20 and $20 for the three months ended March 31, 2022 and 2021, respectively, related to Merian. Newmont consolidates Merian through its wholly-owned subsidiary, Newmont Suriname LLC., in its Condensed Consolidated Financial Statements as the primary beneficiary of Merian, which is a variable interest entity.
Yanacocha transaction
At December 31, 2021, Compañia de Minas Buenaventura S.A.A. (“Buenaventura”) held 43.65% ownership interest in Minera Yanacocha S.R.L. ("Yanacocha"). During the first quarter of 2022, the Company completed the acquisition of Buenaventura’s 43.65% noncontrolling interest in Yanacocha (the “Yanacocha Transaction”) for $300 cash consideration, certain royalties on any production from other future potential projects, and contingent payments of up to $100 tied to higher metal prices, achieving commercial production at the Yanacocha Sulfides project and resolution on the outstanding Yanacocha tax dispute (see Note 17). The Yanacocha Transaction was accounted for as an equity transaction, resulting in a decrease to additional paid-in-capital and no gain or loss recognition. Upon close of the Yanacocha Transaction, the Company’s ownership interest in Yanacocha increased to 95%, with the remaining 5% held by Summit Global Management II VB, a subsidiary of Sumitomo Corporation (“Sumitomo”).
Concurrent with the Yanacocha Transaction, the Company sold its 46.94% ownership interest in Minera La Zanja S.R.L. ("La Zanja"), accounted for as an equity method investment with a carrying value of $— as of December 31, 2021. Per the terms of the sale, the Company sold its interest in La Zanja to Buenaventura, the parent company of La Zanja, in exchange for royalties on potential future production from the La Zanja operation and contributed cash of $45 to be used exclusively for reclamation costs at the La Zanja operation. Upon close of the sale, the Company recognized a $45 loss on sale of its equity interest, included in Other income (loss), net.
Contingently redeemable noncontrolling interest
In 2018, Sumitomo acquired a 5% interest in Yanacocha for $48 in cash. Under the terms of the acquisition, Sumitomo had the option to require Yanacocha to repurchase the interest for the $48, which has been placed in escrow. In March 2022, Sumitomo exercised this option, in accordance with the terms of the acquisition, which is expected to close in Q2 2022. Upon close, Yanacocha will repay the $48 in exchange for the 5% ownership interest held by Sumitomo and the Company will hold 100% ownership interest in Yanacocha. As a result, the $48 previously classified outside of permanent equity as Contingently redeemable noncontrolling interest was reclassified to Other current liabilities and the $48 restricted cash held in escrow was reclassified to Other current assets on the Condensed Consolidated Balance Sheets at March 31, 2022.
NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Risks and Uncertainties
The COVID-19 pandemic continues to affect the Company and its ongoing impacts 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, as well as potential impacts to estimated costs and timing of projects. 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.
Although the Company does not currently have operations in Ukraine, Russia or other parts of Europe, there are certain impacts arising from Russia’s invasion of Ukraine that could have a potential effect on the Company including, but not limited to, volatility in commodity prices, cost and supply chain pressures and availability and currencies and disruption in banking systems and capital markets. As of the date of filing, there have been no material impacts.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
The Company is currently monitoring the potential further impacts to estimated capital expenditures and timing of projects related to cost pressures and supply chain disruptions as a result of COVID-19 and variants and the war in Ukraine.
Refer to Note 2 of the Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 for further information on risks and uncertainties that could have a potential impact on the Company.
The preparation of financial statements in conformity with 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 and disclosures in prior years have been reclassified to conform to the current year presentation.
Recently Adopted Accounting Pronouncements and Securities and Exchange Commission Rules
Financial Disclosures of Government Assistance
In November 2021, ASU No. 2021-10 was issued which provides guidance for required annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company adopted this standard as of January 1, 2022. The adoption did not have a material impact on the Condensed 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. In January 2021, ASU No. 2021-01 was issued which broadened the scope of ASU No. 2020-04 to include certain derivative instruments. The 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 in the process of reviewing key contracts to identify any contracts that reference the London Interbank Offered Rate ("LIBOR") and to implement adequate fallback provisions if not already implemented to mitigate the risks or impacts from the transition. No material impacts are expected to the Condensed 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.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
SalesCosts Applicable to SalesDepreciation and AmortizationAdvanced Projects, Research and Development and ExplorationIncome (Loss) before Income and Mining Tax and Other Items
Capital Expenditures(1)
Three Months Ended March 31, 2022
CC&V$68 $52 $16 $1 $(3)$4 
Musselwhite
60 43 16 1 (3)6 
Porcupine
114 66 22 3 17 36 
Éléonore
94 62 29 — (1)10 
Peñasquito:
Gold252 87 39 
Silver156 97 44 
Lead44 22 10 
Zinc210 86 35 
Total Peñasquito662 292 128 5 241 40 
Other North America— — 2 — 4 — 
North America998 515 213 10 255 96 
Yanacocha127 67 25 1 7 56 
Merian195 87 22 3 81 11 
Cerro Negro
122 63 39 3 8 28 
Other South America— — 1 9 (15)— 
South America444 217 87 16 81 95 
Boddington:
Gold381 162 28 
Copper99 46 8 
Total Boddington480 208 36 1 233 18 
Tanami186 65 22 6 78 84 
Other Australia— — 1 3 (9)4 
Australia666 273 59 10 302 106 
Ahafo202 106 31 4 67 59 
Akyem169 67 30 4 67 12 
Other Africa— — — — (2)3 
Africa371 173 61 8 132 74 
Nevada Gold Mines
544 257 125 6 153 66 
Nevada544 257 125 6 153 66 
Corporate and Other— — 2 32 (295)9 
Consolidated$3,023 $1,435 $547 $82 $628 $446 
____________________________
(1)Includes accrued costs associated with the Tanami Expansion of $5, which are included in Lease and other financing obligations, and an increase in accrued capital expenditures of $4. Consolidated capital expenditures on a cash basis were $437.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
SalesCosts Applicable to SalesDepreciation and AmortizationAdvanced Projects, Research and Development and ExplorationIncome (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:
Gold310 89 48 
Silver168 75 41 
Lead44 19 10 
Zinc126 61 29 
Total Peñasquito648 244 128 1 266 31 
Other North America— — 4 1 4 — 
North America1,057 463 226 13 345 77 
Yanacocha110 50 28 3 3 15 
Merian193 81 25 1 83 10 
Cerro Negro
84 40 26 1 6 20 
Other South America— — 2 6 (13)— 
South America387 171 81 11 79 45 
Boddington:
Gold244 131 21 
Copper52 27 4 
Total Boddington296 158 25 2 111 86 
Tanami219 70 23 3 123 59 
Other Australia— — 2 2 (3)2 
Australia515 228 50 7 231 147 
Ahafo187 92 32 3 58 31 
Akyem187 66 32 1 87 8 
Other Africa— — — — (2)— 
Africa374 158 64 4 143 39 
Nevada Gold Mines539 227 127 6 167 42 
Nevada539 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.
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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 ProductionSales from Concentrate and Other ProductionTotal Sales
Three Months Ended March 31, 2022
CC&V$63 $5 $68 
Musselwhite 60 — 60 
Porcupine 114 — 114 
Éléonore 94 — 94 
Peñasquito:
Gold31 221 252 
Silver (1)
— 156 156 
Lead— 44 44 
Zinc— 210 210 
Total Peñasquito31 631 662 
North America362 636 998 
Yanacocha127 — 127 
Merian195 — 195 
Cerro Negro 122 — 122 
South America444 — 444 
Boddington:
Gold91 290 381 
Copper— 99 99 
Total Boddington91 389 480 
Tanami186 — 186 
Australia277 389 666 
Ahafo202 — 202 
Akyem169 — 169 
Africa371 — 371 
Nevada Gold Mines (2)
529 15 544 
Nevada529 15 544 
Consolidated$1,983 $1,040 $3,023 
____________________________
(1)Silver sales from concentrate includes $19 related to non-cash amortization of the silver streaming agreement liability.
(2)The Company purchases its proportionate share of gold doré from NGM for resale to third parties. Gold doré purchases from NGM totaled $526 for the three months ended March 31, 2022.
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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 ProductionSales from Concentrate and Other ProductionTotal Sales
Three Months Ended March 31, 2021
CC&V$99 $— $99 
Musselwhite 70 — 70 
Porcupine 131 — 131 
Éléonore 109 — 109 
Peñasquito:
Gold56 254 310 
Silver (1)
— 168 168 
Lead— 44 44 
Zinc— 126 126 
Total Peñasquito56 592 648 
North America465 592 1,057 
Yanacocha109 1 110 
Merian193 — 193 
Cerro Negro 84 — 84 
South America386 1 387 
Boddington:
Gold66 178 244 
Copper— 52 52 
Total Boddington66 230 296 
Tanami219 — 219 
Australia285 230 515 
Ahafo187 — 187 
Akyem187 — 187 
Africa374 — 374 
Nevada Gold Mines (2)
525 14 539 
Nevada525 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 doré from NGM for resale to third parties. Gold doré purchases from NGM totaled $522 for the three months ended March 31, 2021.
Trade Receivables
The following table details the receivables included within Trade receivables:
At March 31,
2022		At December 31,
2021
Receivables from Sales:
Gold sales from doré production$1 $40 
Sales from concentrate and other production412 297 
Total receivables from Sales$413 $337 
Provisional Sales
The impact to Sales from revenue recognized due to the changes in pricing on provisional sales is an increase (decrease) of $58 and $(36) for the three months ended March 31, 2022 and 2021, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
At March 31, 2022, Newmont had the following provisionally priced concentrate sales subject to final pricing over the next several months:
Provisionally Priced Sales
Subject to Final Pricing		Average Provisional
Price (per ounce/pound)
Gold (ounces/thousands) 200 $1,943 
Copper (pounds/millions)32$4.69 
Silver (ounces/millions)5 $24.83 
Lead (pounds/millions)24$1.10 
Zinc (pounds/millions)79$1.91 
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,
20222021
Reclamation adjustments and other$1 $9 
Reclamation accretion43 32 
Total reclamation expense44 41 
Remediation adjustments and other16 4 
Remediation accretion1 1 
Total remediation expense17 5 
$61 $46 
The following are reconciliations of Reclamation and remediation liabilities:
ReclamationRemediation
2022202120222021
Balance at January 1,$5,768 $3,719 $344 $313 
Additions, changes in estimates and other (1)
— 9 13 2 
Payments, net(32)(18)(6)(3)
Accretion expense 43 32 1 1 
Balance at March 31,$5,779 $3,742 $352 $313 
____________________________
(1)The $13 addition to remediation for the three months ended March 31, 2022 is due to expected higher waste disposal costs at Midnite Mine. The $9 addition to reclamation for the three months ended March 31, 2021 is primarily due to higher estimated closure plan costs at NGM for the closed Rain site related to water management.
At March 31, 2022At December 31, 2021
ReclamationRemediationTotalReclamationRemediationTotal
Current (1)
$211 $72 $283 $213 $60 $273 
Non-current (2)
5,568 280 5,848 5,555 284 5,839 
Total (3)
$5,779 $352 $6,131 $5,768 $344 $6,112 
____________________________
(1)The current portion of reclamation and remediation liabilities are included in Other current liabilities. Refer to Note 14.
(2)The non-current portion of reclamation and remediation liabilities are included in Reclamation and remediation liabilities.
(3)Total reclamation liabilities includes $3,250 and $3,250 related to Yanacocha at March 31, 2022 and December 31, 2021, respectively.
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
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
sites involved. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible that the liability for these matters could be as much as 51% greater or —% lower than the amount accrued at March 31, 2022. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Other current liabilities and Reclamation and remediation liabilities in the period estimates are revised.
Included in Other non-current assets at March 31, 2022 and December 31, 2021 are $53 and $49 respectively, of non-current restricted cash held for purposes of settling reclamation and remediation obligations. Of the amounts at March 31, 2022, $41 related to the Ahafo and Akyem mines in Ghana, Africa and $3 related to NGM in Nevada, U.S., $7 related to the Midnite mine and Dawn mill site in Washington, U.S. and $2 related to the Ross Adams mine in Alaska, U.S. Of the amounts at December 31, 2021, $40 related to the Ahafo and Akyem mines in Ghana, Africa, $4 related to NGM in Nevada, U.S., $3 related to the Midnite mine site in Washington, U.S. and $2 related to the Ross Adams mine in Alaska, U.S.
Included in Other non-current assets at March 31, 2022 and December 31, 2021 are $46 and $51, respectively, of non-current restricted investments, which are legally pledged for purposes of settling reclamation and remediation obligations. Of the amounts at March 31, 2022, $7 related to the Midnite mine and Dawn mill sites in Washington, U.S., $16 related to Akyem in Ghana, Africa and $23 related to San Jose Reservoir in Peru, South America. Of the amounts at December 31, 2021, $11 related to the Midnite mine and Dawn mill sites in Washington, U.S., $16 related to Akyem in Ghana, Africa and $24 related to the San Jose Reservoir in Peru, South America.
Refer to Note 17 for further discussion of reclamation and remediation matters.
NOTE 6     OTHER EXPENSE, NET
Three Months Ended
March 31,
20222021
COVID-19 specific costs (1)
$17 $22 
Settlement costs (2)
13 3 
Restructuring and severance1 5 
Impairment of long-lived and other assets— 1 
Other4 8 
$35 $39 
____________________________
(1)Includes amounts distributed from the Newmont Global Community Support Fund of $— and $1 for the three months ended March 31, 2022 and 2021, respectively.
(2)Primarily comprised of a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine for the three months ended March 31, 2022.
NOTE 7     OTHER INCOME (LOSS), NET
Three Months Ended
March 31,
20222021
Pension settlement$(130)$— 
Change in fair value of investments39 (110)
Gain (loss) on asset and investment sales, net (1)
(35)43 
Foreign currency exchange, net1 23 
Other16 5 
$(109)$(39)
____________________________
(1)Primarily comprised of the loss recognized on the sale of the La Zanja equity method investment for the three months ended March 31, 2022 (see Note 1 for additional information) and the sale of all of the Company’s outstanding shares of TMAC to Agnico Eagle Mines Ltd which resulted in a gain of $42 for the three months ended March 31, 2021.
Pension settlement. In March 2022, the Company executed an annuitization to transfer a portion of the pension plan obligations from one of the Company's U.S. qualified defined benefit pension plans to an insurance company using plan assets. As a result, $527 of the previously recognized pension obligations were transferred and a non-cash settlement loss of $130 was recognized in Other income (loss), net, during the three months ended March 31, 2022 due to the recognition of the related unrecognized actuarial losses previously included in Accumulated other comprehensive income (loss) related to these retirees. The remaining pension obligations and plan assets of the associated qualified pension benefit plan were valued at $302 and $348, respectively, resulting in a net funded status of $46 recorded in Other non-current assets on the Condensed Consolidated Balance Sheets at March 31, 2022.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 8     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,
20222021
Income (loss) before income and mining tax and other items$628 $743 
U.S. Federal statutory tax rate21 %$132 21 %$156 
Reconciling items:
Foreign rate differential11 69 9 70 
Mining and other taxes (net of associated federal benefit)6 37 6 41 
Other(4)(24)(4)(32)
Income and mining tax expense (benefit)34 %$214 32 %$235 
NOTE 9 FAIR VALUE ACCOUNTING
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. Refer to Note 15 of the Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 for further information on the Company's assets and liabilities included in the fair value hierarchy presented below.
Fair Value at March 31, 2022
TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents $4,272 $4,272 $— $— 
Restricted cash104 104 — — 
Trade receivable from provisional sales, net 412 — 412 — 
Assets held for sale68 — 68 — 
Marketable and other equity securities (Note 10) (1)
436 351 21 64 
Restricted marketable debt securities (Note 10)
30 26 4 — 
Restricted other assets (Note 10)
16 16 — — 
Contingent consideration assets179 — — 179 
$5,517 $4,769 $505 $243 
Liabilities:
Debt (2)
$6,063 $— $6,063 $— 
Contingent consideration liabilities5 — — 5 
Other3 — 3 — 
$6,071 $— $6,066 $5 
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
Fair Value at December 31, 2021
TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$4,992 $4,992 $— $— 
Restricted cash101 101 — — 
Trade receivable from provisional sales, net 297 — 297 — 
Assets held for sale68 — 68 — 
Marketable and other equity securities (Note 10) (1)
397 318 17 62 
Restricted marketable debt securities (Note 10)
35 28 7 — 
Restricted other assets (Note 10)
16 16 — — 
Contingent consideration assets171 — — 171 
$6,077 $5,455 $389 $233 
Liabilities:
Debt (2)
$6,712 $— $6,712 $— 
Contingent consideration liabilities5 — — 5 
Other6 — 6 — 
$6,723 $— $6,718 $5 
____________________________
(1)Marketable equity securities includes warrants reported in the Maverix Metals Inc. equity method investment balance of $9 and $8 at March 31, 2022 and December 31, 2021, respectively.
(2)Debt is carried at amortized cost. The outstanding carrying value was $5,566 and $5,652 at March 31, 2022 and December 31, 2021, respectively. The fair value measurement of debt was based on an independent third-party pricing source.
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, 2022 and December 31, 2021:
DescriptionAt March 31, 2022Valuation techniqueSignificant inputRange, point estimate or average
Marketable and other equity securities$64 Discounted cash flowDiscount rate9.50 %
Long-term gold price$1,500 
Long-term copper price$3.00 
Contingent consideration assets$179 Discounted cash flow
Discount rate (1)
4.48 - 5.88
%
Contingent consideration liabilities$5 Discounted cash flow
Discount rate (1)
3.41 - 4.21
%
____________________________
(1)The weighted average discount rates used to calculate the Company’s contingent consideration assets and liabilities are 5.83% and 3.73%, respectively. Various other inputs including, but not limited to, metal prices and production profiles were considered in determining the fair value of the individual contingent consideration assets and liabilities.
DescriptionAt December 31, 2021Valuation techniqueSignificant inputRange, point estimate or average
Marketable and other equity securities$62 Discounted cash flowDiscount rate9.50 %
Long-term gold price$1,500 
Long-term copper price$3.00 
Contingent consideration assets
$171 Discounted cash flow
Discount rate (1)
4.48 - 5.88
%
Contingent consideration liabilities$5 Discounted cash flow
Discount rate (1)
2.48 - 3.35
%
____________________________
(1)The weighted average discount rate used to calculate the Company’s contingent consideration assets and liabilities are 5.63% and 2.83%, respectively. Various other inputs including, but not limited to, metal prices and production profiles were considered in determining the fair value of the individual contingent consideration assets and liabilities.
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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 assetsContingent consideration liabilitiesTotal liabilities
Fair value at December 31, 2021$171 $171 $5 $5 
Additions and settlements— — — — 
Revaluation8 8 — — 
Fair value at March 31, 2022$179 $179 $5 $5 
Contingent consideration assets(1)
Total assets
Fair value at December 31, 2020$119 $119 
Additions and settlements— — 
Revaluation26 26 
Fair value at March 31, 2021$145 $145 
____________________________
(1)The gain (loss) recognized on revaluation is included in Net income (loss) from discontinued operations.
NOTE 10 INVESTMENTS
At March 31,
2022		At December 31,
2021
Current: 
Marketable equity securities$72 $82 
Non-current: 
Marketable and other equity securities$355 $307 
Equity method investments: 
Pueblo Viejo Mine (40.0%)
$1,351 $1,320 
NuevaUnión Project (50.0%)
955 950 
Norte Abierto Project (50.0%)
510 505 
Maverix Metals, Inc. (28.5% and 28.6%, respectively)
163 160 
Other1 1 
2,980 2,936 
$3,335 $3,243 
Non-current restricted investments: (1)
Marketable debt securities$30 $35 
Other assets16 16 
$46 $51 
____________________________
(1)Non-current restricted investments are legally pledged for purposes of settling reclamation and remediation obligations and are included in Other non-current assets. Refer to Note 5 for further information regarding these amounts.
Equity method investments
Income (loss) from the Company's equity method investments is recognized in Equity income (loss) of affiliates, which for the three months ended March 31, 2022 and 2021 primarily consists of income of $35 and $50, respectively, from the Pueblo Viejo mine.
See below for further information on the Company's equity method investments.
Pueblo Viejo
As of March 31, 2022 and December 31, 2021, the Company had outstanding shareholder loans to Pueblo Viejo of $304 and $260, with accrued interest of $1 and $3, respectively, included in the Pueblo Viejo equity method investment. Additionally, the Company has 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, 2022.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
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 $138 and $171 for the three months ended March 31, 2022 and 2021, respectively. These purchases, net of subsequent sales, are included in Other income (loss), 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, 2022 or December 31, 2021.
NOTE 11     INVENTORIES
At March 31,
2022		At December 31,
2021
Materials and supplies$694 $669 
In-process143 132 
Concentrate (1)
56 58 
Precious metals (2)
63 71 
$956 $930 
____________________________
(1)Concentrate includes gold, copper, silver, lead and zinc.
(2)Precious metals includes gold and silver doré.
NOTE 12     STOCKPILES AND ORE ON LEACH PADS
At March 31, 2022At December 31, 2021
StockpilesOre on Leach PadsTotalStockpilesOre on Leach PadsTotal
Current$444 $356 $800 $491 $366 $857 
Non-current1,454 336 1,790 1,442 333 1,775 
Total$1,898 $692 $2,590 $1,933 $699 $2,632 
During the three months ended March 31, 2022, the Company recorded write-downs of $9 classified as a component of Costs applicable to sales and write-downs of $3 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, 2022, $6 was related to CC&V, $2 to NGM and $4 to Merian.
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 was related to NGM.
NOTE 13     DEBT
Scheduled minimum debt repayments are as follows:    
Year Ending December 31,
2022 (for the remainder of 2022)
$— 
2023— 
2024— 
2025— 
2026— 
Thereafter5,624 
$5,624 
In January 2022, the Company fully redeemed all of the outstanding 3.700% 2023 Goldcorp Senior Notes. The redemption price of $90 equaled the principal amount of the outstanding 2023 Goldcorp Senior Notes of $87 plus accrued and unpaid interest and future coupon payments in accordance with the terms of the 2023 Goldcorp Senior Notes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 14     OTHER LIABILITIES
At March 31,
2022		At December 31,
2021
Other current liabilities:
Reclamation and remediation liabilities$283 $273 
Accrued operating costs253 201 
Accrued capital expenditures159 155 
Payables to NGM (1)
72 114 
Other (2)
416 430 
$1,183 $1,173 
Other non-current liabilities:
Income and mining taxes (3)
$316 $328 
Other (4)
283 280 
$599 $608 
_________________________
(1)Payables to NGM at March 31, 2022 and December 31, 2021 consist of amounts due to (from) NGM representing Barrick's 61.5% proportionate share of the amount owed to NGM for gold and silver purchased by Newmont and CC&V toll milling provided by NGM. Newmont’s 38.5% share of such amounts is eliminated upon proportionate consolidation of its interest in NGM. Receivables for Newmont's 38.5% proportionate share related to NGM's activities with Barrick are presented within Other current assets.
(2)Primarily consists of accrued interest, the current portion of the silver streaming agreement liability, royalties, taxes other than income and mining taxes and the current portion of the Norte Abierto deferred payments.
(3)Income and mining taxes at March 31, 2022 and December 31, 2021 includes unrecognized tax benefits, including penalties and interest, of $331 and $319, respectively.
(4)Primarily consists of the non-current portion of the Norte Abierto deferred payments, the Galore Creek deferred payments and social development and community obligations.

NOTE 15     ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized Gain (Loss) on Investment Securities, netForeign Currency Translation AdjustmentsPension and Other Post-retirement Benefit AdjustmentsUnrealized Gain (Loss) on Cash flow Hedge InstrumentsTotal
Balance at December 31, 2021$2 $119 $(166)$(88)$(133)
Net current-period other comprehensive income (loss):
Gain (loss) in other comprehensive income (loss) before reclassifications(1)(1)16 — 14 
(Gain) loss reclassified from accumulated other comprehensive income (loss) (1)
— — 106 1 107 
Other comprehensive income (loss)(1)(1)122 1 121 
Balance at March 31, 2022$1 $118 $(44)$(87)$(12)
__________________________
(1)The $106 loss, reclassified from Accumulated other comprehensive income (loss) for Pension and other post-retirement benefit adjustments primarily relates to the $130 settlement loss, net of $27 tax, recognized as a result of the group annuity purchase in March 2022. Refer to Note 7 for additional information. All other reclassifications from Accumulated other comprehensive income (loss) were immaterial for the three months ended March 31, 2022.

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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
NOTE 16     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,
20222021
Decrease (increase) in operating assets:
Trade and other receivables $(21)$228 
Inventories, stockpiles and ore on leach pads (44)(97)
Other assets (3)(38)
Increase (decrease) in operating liabilities:
Accounts payable(46)(86)
Reclamation and remediation liabilities (38)(21)
Other accrued liabilities(313)(311)
$(465)$(325)
NOTE 17     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 CC&V matter and the Mexico tax matter relates to the North America reportable segment.
Environmental Matters
Refer to Note 5 for further information regarding reclamation and remediation. Details about certain significant matters are discussed below.
Minera Yanacocha S.R.L. - 95% Newmont Owned
In early 2015 and again in June 2017, the Peruvian government agency responsible for certain environmental regulations, the Ministry of the Environment (“MINAM”), issued proposed modifications to water quality criteria for designated beneficial uses which apply to mining companies, including Yanacocha. These criteria modified the in-stream water quality criteria pursuant to which Yanacocha has been designing water treatment processes and infrastructure. In December 2015, MINAM issued the final regulation that modified the water quality standards. These Peruvian regulations allow time to formulate a compliance plan and make any necessary changes to achieve compliance.
In February 2017, Yanacocha submitted a modification to its previously approved compliance achievement plan to the MINEM. The Company did not receive a response or comments to this submission until April 2021 and is now in the process of updating its compliance achievement plan to address these comments. During this interim period, Yanacocha separately submitted an Environmental Impact Assessment ("EIA") modification considering the ongoing operations and the projects to be developed and obtained authorization from MINEM for such projects. This authorization included a deadline for compliance with the modified water quality criteria by January 2024. Consequently, part of the Company response to MINEM will include a request for an extension of time for coming into full compliance with the new regulations. In the event that MINEM does not grant Yanacocha an extension of the previously authorized timeline for, and agree to, the updated compliance achievement plan, fines and penalties relating to noncompliance may result beyond January 2024.
The Company currently operates five water treatment plants at Yanacocha that have been and currently meet all currently applicable water discharge requirements except as further described below related to recent significant rainfall. The Company is conducting detailed studies to better estimate water management and other closure activities that will ensure water quality and quantity discharge requirements, including the modifications promulgated by MINAM, as referenced above, will be met. This also includes performing a comprehensive update to the Yanacocha reclamation plan to address changes in closure activities and estimated
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
closure costs while preserving optionality for potential future projects at Yanacocha. These ongoing studies, which will extend beyond the current year, continue to evaluate and revise assumptions and estimated costs of changes to the reclamation plan. While certain estimated costs remain subject to revision, the Company’s asset retirement obligation at December 31, 2021 included updates primarily to the expected construction of two water treatment plants, a related increase in the annual operating costs over the extended closure period, and initial consideration of known risks (including the associated risk that these water treatment estimates could change in the future as more work is completed). However, these and other additional risks and contingencies that are the subject of ongoing studies could result in future material increases to the reclamation obligation at Yanacocha, including, but not limited to, a comprehensive review of our tailings storage facility management, review of Yanacocha’s water balance and storm water management system, and review of post-closure management costs. The ongoing studies, which are expected to be progressed in 2022, are intended to evaluate and further understand these risks and determine what, if any, additional modification may be required to the reclamation plan, therefore, the Company is currently unable to reasonably estimate the impacts these risks, if realized, may have on the reclamation obligation as of March 31, 2022.
Yanacocha has been experiencing heavy rainfall in 2022, above average historical levels, resulting in significant water balance stress and requiring active water management. Yanacocha has been in communication with Organismo Evaluación y Fiscalización Ambiental (“OEFA”), under MINAM, and local government regarding the emergency measures undertaken and contingency planning. To the extent that inflow rates exceed capacity of existing water infrastructure and excess water system, or alternate excess water discharge locations required are deemed a violation of existing permits, it could result in fines and penalties for unauthorized discharge. Such fines and penalties, if ultimately assessed, are currently unknown and otherwise cannot be reasonably estimated at this time. Extended periods of rainfall beyond historical or planned levels may also result in stress on tailings storage facilities, delays to planned study work, increased cost related to water infrastructure adjustments and potential negative impacts to permitting and operations.
In March 2022, Sumitomo exercised its option to require Yanacocha to repurchase its 5% interest, which is expected to close in the second quarter of 2022. Upon close, the Company will hold 100% ownership interest in Yanacocha. Refer to Note 1 for further information.
Cripple Creek & Victor Gold Mining Company LLC - 100% Newmont Owned
In December 2021, Cripple Creek & Victor Gold Mining Company LLC (“CC&V”, a wholly-owned subsidiary of the Company) entered into a Settlement Agreement (“Settlement Agreement”) with the Water Quality Control Division of the Colorado Department of Public Health and Environment (the “Division”) with a mutual objective of resolving issues associated with the new discharge permits issued by the Division in January 2021 for the historic Carlton Tunnel. The Carlton Tunnel was a historic tunnel completed in 1941 with the purpose of draining the southern portion of the mining district, subsequently consolidated by CC&V. CC&V has held discharge permits for the Carlton Tunnel since 1983, but the January 2021 new permits contained new water quality limits. The Settlement Agreement, once implemented through permit modification applications, would involve installation of interim passive water treatment and ongoing monitoring over the next three years, and then more long-term water treatment installed with target compliance by November 2027. The Company is currently considering various interim passive water treatment options, with related studies expected to be progressed in 2022, and based on an evaluation of those options, a remediation liability of $10 was recorded as of December 31, 2021. If one of these passive water treatment options is determined not to be a viable long-term water treatment strategy, CC&V may be required to develop and implement alternative remediation plans for water discharged from the Carlton Tunnel. Depending on the remediation plans that may ultimately be agreed with the Division, a material adjustment to the remediation liability may be required.
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 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 WTP design which was awaiting the approval of the new NPDES permit. Subsequently, the new NPDES permit was received in 2017 and the WTP design commenced in 2018. The EPA completed their assessment and approval of the WTP design in 2021 and Newmont has selected contractors for the construction of the new water treatment plant and effluent pipeline. Construction of the effluent pipeline began in 2021, and construction of the new WTP will begin this year.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
The Dawn mill site is regulated by the Washington Department of Health and is in the process of being closed in accordance with the federal Uranium Mill Tailings Radiation Control Act, and associated Washington state regulations. Remediation at the Dawn mill site began in 2013. The Tailing Disposal Area 1-4 reclamation earthworks component was completed during 2017 with the embankment erosion protection completed in the second quarter of 2018. The remaining closure activities will consist primarily of finalizing an Alternative Concentration Limit application submitted in 2020 to the Washington Department of Health to address groundwater issues, and also evaporating the remaining balance of process water at the site.
The remediation liability for the Midnite mine site and Dawn mill site is approximately $180 at March 31, 2022.
Other Legal Matters
Minera Yanacocha S.R.L. - 95% 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 third 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. There are no current alleged OEFA violations and the water authority alleged violations range from zero to 10 units, with each unit having a potential fine equivalent to approximately $.001110 based on current exchange rates, with a total potential fine amount for outstanding matters of $— to $0.01. 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 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.
Newmont Corporation, as well as Newmont Canada Corporation, and Newmont Canada FN Holdings ULC – 100% Newmont Owned
Kirkland Lake Gold Inc. (“Kirkland”) owns certain mining and mineral rights in northeastern Ontario, Canada, referred to here as the Holt-McDermott property, on which it suspended operations in April 2020. A subsidiary of the Company has a retained royalty obligation (“Holt royalty obligation”) to Royal Gold, Inc. (“Royal Gold”) for production on the Holt-McDermott property. In August 2020, the Company and Kirkland signed a Strategic Alliance Agreement (the “Kirkland Agreement”). As part of the Kirkland Agreement, the Company purchased an option (the “Holt option”) for $75 from Kirkland for the mining and mineral rights subject to the Holt royalty obligation. 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 and process material subject to the obligation. Kirkland has the right to assume the Company’s Holt royalty obligation at any time, in which case the Holt option would terminate.
On August 16, 2021, International Royalty Corporation (“IRC”), a wholly-owned subsidiary of Royal Gold, filed an action in the Supreme Court of Nova Scotia against Newmont Corporation, Newmont Canada Corporation, Newmont Canada FN Holdings ULC, and Kirkland. IRC alleges the Kirkland Agreement is oppressive to the interests of Royal Gold under the Nova Scotia Companies Act and the Canada Business Corporations Act, and that, by entering into the Kirkland Agreement, Newmont breached its contractual obligations to Royal Gold. IRC seeks declaratory relief, and $350 in alleged royalty payments that it claims Newmont expected to pay under the Holt royalty obligation, but for the Kirkland Agreement. Kirkland filed a motion seeking dismissal of the case against it, which the court heard in March 2022 and took under advisement. The Company intends to vigorously defend this matter, but cannot reasonably predict the outcome.
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
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
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 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, 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 Parliamentary 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 Parliamentary 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.
Mexico Tax Matter
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 previously 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. During the fourth quarter of 2021, a framework to settle a number of years and matters was reached, resulting in a $76 payment, which was previously accrued in the financial statements. Full settlement of these years and matters is expected to be reached this year.
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.
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NEWMONT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(dollars in millions, except per share, per ounce and per pound amounts)
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 $123 and $124 as of March 31, 2022 and December 31, 2021, 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.
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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, 2021 filed with the SEC on February 24, 2022.
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. Since 2015, Newmont has been 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 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance since 2020.
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 U.S., Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana.
Refer to the “First Quarter 2022 Highlights”, “Results of Consolidated Operations”, “Liquidity and Capital Resources" and “Non-GAAP Financial Measures" for information about the continued impacts of the COVID-19 pandemic on the Company.
In February 2022, the Company completed the acquisition of Buenaventura's 43.65% noncontrolling interest in Minera Yanacocha S.R.L. ("Yanacocha") (the "Yanacocha Transaction") and sold its 46.94% ownership interest in Minera La Zanja S.R.L. ("La Zanja"). Additionally, in March 2022, Sumitomo exercised its option to require Yanacocha to repurchase its 5% interest which is expected to close in the second quarter of 2022. Upon close, the Company will hold 100% ownership interest in Yanacocha. Refer to Note 1 of the Condensed Consolidated Financial Statements for further details regarding these transactions.
We continue to focus on improving safety and efficiency at our operations, maintaining leading ESG 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)
20222021
Net income (loss) from continuing operations attributable to Newmont stockholders $432 $538 $(106)
Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted$0.54 $0.67 $(0.13)
The decrease in Net income (loss) from continuing operations attributable to Newmont stockholders for the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to lower gold sales volume, higher Costs applicable to sales, a non-cash pension settlement charge in 2022, loss on the sale of the La Zanja equity method investment in 2022 and higher reclamation and remediation charges partially offset by higher realized metal prices, unrealized gains on marketable and other equity securities in 2022 compared to unrealized losses in 2021 and lower income tax expense.
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The details of our Sales are set forth below. Refer to Note 4 of the Condensed Consolidated Financial Statements for further information.
Three Months Ended
March 31,		Increase
(decrease)		Percent
Change
20222021
Gold$2,514 $2,482 $32 1 %
Copper99 52 47 90 
Silver156 168 (12)(7)
Lead44 44 — — 
Zinc210 126 84 67 
$3,023 $2,872 $151 5 %
The following analysis summarizes consolidated sales for the three months ended March 31, 2022:
Three Months Ended March 31, 2022
GoldCopperSilverLeadZinc
(ounces)(pounds)(ounces)(pounds)(pounds)
Consolidated sales:
Gross before provisional pricing and streaming impact$2,502 $92 $148 $44 $206 
Provisional pricing mark-to-market23 9 3 1 22 
Silver streaming amortization— — 19 — — 
Gross after provisional pricing and streaming impact2,525 101 170 45 228 
Treatment and refining charges(11)(2)(14)(1)(18)
Net$2,514 $99 $156 $44 $210 
Consolidated ounces (thousands)/pounds (millions) sold1,329 21 7,652 42 120 
Average realized price (per ounce/pound): (1)
Gross before provisional pricing and streaming impact$1,883 $4.51 $19.41 $1.06 $1.72 
Provisional pricing mark-to-market17 0.45 0.36 0.03 0.18 
Silver streaming amortization— — 2.45 — — 
Gross after provisional pricing and streaming impact1,900 4.96 22.22 1.09 1.90 
Treatment and refining charges(8)(0.12)(1.86)(0.03)(0.15)
Net$1,892 $4.84 $20.36 $1.06 $1.75 
____________________________
(1)Per ounce/pound measures may not recalculate due to rounding.
The following analysis summarizes consolidated sales for the three months ended March 31, 2021:
Three Months Ended March 31, 2021
GoldCopperSilverLeadZinc
(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 impact2,495 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) sold1,417 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 impact1,760 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 $1.06 
____________________________
(1)Per ounce/pound measures may not recalculate due to rounding.
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The change in consolidated sales is due to:
Three Months Ended March 31,
2022 vs. 2021
GoldCopperSilverLeadZinc
(ounces)(pounds)(ounces)(pounds)(pounds)
Increase (decrease) in consolidated ounces/pounds sold$(156)$28 $(18)$(8)$2 
Increase (decrease) in average realized price186 20 4 7 75 
Decrease (increase) in treatment and refining charges2 (1)2 1 7 
$32 $47 $(12)$— $84 
For discussion regarding drivers impacting sales volumes by site, see Results of Consolidated Operations below.
The details of our Costs applicable to sales are set forth below. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.
Three Months Ended
March 31,		Increase
(decrease)		Percent
Change
20222021
Gold$1,184 $1,065 $119 11 %
Copper46 27 19 70 
Silver97 75 22 29 
Lead22 19 3 16 
Zinc86 61 25 41 
$1,435 $1,247 $188 15 %
The increase in Costs applicable to sales for gold during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to lower by-product credits and higher third party royalties, partially offset by lower sales volumes.
The increase in Costs applicable to sales for copper during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to higher sales volumes, higher co-product allocation of costs at Boddington and higher shipping costs at Boddington.
The increases in Costs applicable to sales for silver and lead during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to higher co-product allocation of costs at Peñasquito, partially offset by lower sales volumes.
The increase in Costs applicable to sales for zinc during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to higher sales of zinc concentrate and higher royalties resulting from the higher realized zinc prices 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. Refer to Note 3 of the Condensed Consolidated Financial Statements for further information.
Three Months Ended
March 31,		Increase
(decrease)		Percent
Change
20222021
Gold$444 $456 $(12)(3)%
Copper8 4 4 100 
Silver44 41 3 7 
Lead10 10 — — 
Zinc35 29 6 21 
Other6 13 (7)(54)
$547 $553 $(6)(1)%
The decrease in Depreciation and amortization for gold during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to lower sales volume at (i) Peñasquito as a result of lower ore grade milled and lower mill
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recovery and (ii) CC&V as a result of lower leach pad recoveries and lower ore milled due to the mill shut down and temporary idling in the current year.
The increase in Depreciation and amortization for copper during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to higher co-product allocation of costs to copper at Boddington and higher sales volumes.
The increases in Depreciation and amortization for silver and zinc during the three months ended March 31, 2022, compared to the same period in 2021, is primarily due to higher co-product allocation of costs at Peñasquito.
Depreciation and amortization for lead remained consistent during the three months ended March 31, 2022, compared to the same period in 2021.
For discussion regarding variations in operations, see Results of Consolidated Operations below.
Advanced projects, research and development expense increased by $13 during the three months ended March 31, 2022, compared to the same period in 2021, primarily due to increased spend associated with full potential programs at various sites and early project study cost at Akyem.
Interest expense, net of capitalized interest decreased by $12 during the three months ended March 31, 2022 compared to the same period in 2021 as a result of the repayment of debt throughout 2021 and into early 2022.
Income and mining tax expense (benefit) was $214 and $235 during the three months ended March 31, 2022 and 2021, 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 allowances on tax assets; (v) percentage depletion; (vi) fluctuation in the value of the U.S. 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. Refer to Note 8 of the Condensed Consolidated Financial Statements for further discussion of income taxes.
Three Months Ended
March 31, 2022March 31, 2021
Income
(Loss)(1)
Effective
Tax Rate		Income Tax
(Benefit)
Provision
Income
(Loss)(1)
Effective
Tax Rate		Income Tax
(Benefit)
Provision
Nevada$152 16 %$25 
(2)
$165 17 %$28 
(2)
CC&V(6)— — 
(3)
17 6 1 
(3)
Corporate & Other(184)23 (43)
(4)
(232)8 (19)
(4)
Total US(38)47 (18)(50)(20)10 
Australia292 35 103 
(5)
217 36 79 
(5)
Ghana124 34 42 135 33 45 
Suriname71 27 19 80 28 22 
Peru2 50 1 
(6)
(2)100 (2)
(6)
Canada(49)2 (1)
(7)
90 14 13 
(7)
Mexico225 44 100 
(8)
273 27 73 
(8)
Argentina(5)340 (17)
(9)
(9)122 (11)
(9)
Other Foreign6 — — 9 — — 
Rate adjustments— N/A(15)
(10)
— N/A6 
(10)
Consolidated$628 34 %
(11)
$214 $743 32 %
(11)
$235 
____________________________
(1)Represents income (loss) from continuing operations by geographic location before income taxes and equity income (loss) of 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 $(14) and mining taxes net of associated federal benefit of $7 and $8, respectively. Nevada includes the Company’s 38.5% interest in NGM.
(3)Includes deduction for percentage depletion of $— and $(2), respectively.
(4)Includes valuation allowance of $6 and $25, respectively.
(5)Includes mining taxes net of associated federal benefit of $14 and $14 and tax impacts from the exposure to fluctuations in foreign currency of $(5) and $4, respectively.
(6)Includes mining taxes net of associated federal benefit of $1 and $— and valuation allowance of $(1) and $(1), respectively.
(7)Includes mining tax net of associated federal benefit of $1 and $4, valuation allowance of $— and $1, uncertain tax position reserve adjustment of $(3) and $1, and tax impacts from the exposure to fluctuations in foreign currency of $(1) and $2, respectively.
(8)Includes mining tax net of associated federal benefit of $15 and $14, valuation allowance of $— and $(2), uncertain tax position reserve adjustment of $(8) and $—, and tax impact from the exposure to fluctuations in foreign currency of $13 and $(19), respectively.
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(9)Includes tax impacts from the exposure to fluctuations in foreign currency of $(18) 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.
Equity income (loss) of affiliates decreased by $11 during the three months ended March 31, 2022, compared to the same period in 2021, primarily due to lower performance at the Pueblo Viejo mine. For the three months ended March 31, 2022 and 2021, earnings before income taxes, depreciation and amortization related to the Pueblo Viejo Mine (“Pueblo Viejo EBITDA”) was $80 and $117, respectively. Pueblo Viejo EBITDA is a non-GAAP financial measure. For further information regarding Pueblo Viejo EBITDA, refer to “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For further information regarding Equity income (loss) of affiliates, refer to Note 10 of the Condensed Consolidated Financial Statements.
Refer to the Notes of the Condensed Consolidated Financial Statements for explanations of other financial statement line items.
Results of Consolidated Operations
Newmont has developed 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 or sold multiplied by the ratio of the other metals’ price to the gold price, using the metal prices in the table below:

GoldCopperSilverLeadZinc
(ounce)(pound)(ounce)(pound)(pound)
2022 GEO Price
$1,200 $3.25 $23.00 $0.95 $1.15 
2021 GEO Price
$1,200 $2.75 $22.00 $0.90 $1.05 
    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 as a result of the COVID-19 pandemic. We have adopted a risk-based approach to business travel, are providing flexible and remote working plans for employees and are maintaining effective contact tracing procedures. For the three months ended March 31, 2022 and 2021, we incurred $17 and $22, respectively, 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 $17 and $21, respectively, are included in AISC, a non-GAAP financial measure. See “Non-GAAP Financial Measures” within Part I, Item 2, Management's Discussion and Analysis. For further information regarding costs related to our response to the COVID-19 pandemic, refer to Note 6 of the Condensed Consolidated Financial Statements.
Gold or Other Metals Produced
Costs Applicable to Sales (1)
Depreciation and Amortization
All-In Sustaining Costs (2)(3)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
North America309 413 $995 $736 $400 $349 $1,230 $957 
South America234 232 921 791 368 373 1,123 1,063 
Australia282 269 764 750 173 171 974 1,104 
Africa 198 205 871 758 307 309 1,106 950 
Nevada288 303 899 745 436 417 1,086 868 
Total/Weighted-Average (4)
1,311 1,422 $890 $752 $339 $331 $1,156 $1,039 
Attributable to Newmont1,275 1,364 
Gold equivalent ounces - other metals(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
North America (5)
299 285 $695 $518 $299 $268 $954 $763 
Australia (6)
51 32 833 935 145 150 976 1,404 
Total/Weighted-Average (4)
350 317 $717 $555 $275 $257 $997 $819 
Attributable gold from equity method investments (7)
(ounces in thousands)
Pueblo Viejo (40%)
69 91 
____________________________
(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.
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(3)For the three months ended March 31, 2022, AISC include incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net of $6, $7, $3, and $1 at North America, South America, Australia, and Africa, respectively. For the three months ended March 31, 2021, AISC 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.
(4)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(5)For the three months ended March 31, 2022, the Peñasquito mine in North America produced 8,080 thousand ounces of silver, 44 million pounds of lead and 114 million pounds of zinc. 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.
(6)For the three months ended March 31, 2022 and 2021, the Boddington mine in Australia produced 19 million and 14 million pounds of copper, respectively.
(7)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 10 of the Condensed Consolidated Financial Statements for further discussion of our equity method investments.
Three Months Ended March 31, 2022 compared to 2021
Consolidated gold production decreased 8% primarily due to lower mill throughput, lower ore grades milled, and a build-up of in-circuit inventory compared to a drawdown in the prior year. Consolidated gold equivalent ounces – other metals production increased 10% primarily due to higher ore grade milled.
Costs applicable to sales per consolidated gold ounce increased 18% primarily due to lower gold ounces sold and lower by-product credits. Costs applicable to sales per consolidated gold equivalent ounce – other metals increased 29% primarily due to higher co-product allocation of costs to other metals at Peñasquito in North America.
Depreciation and amortization per consolidated gold ounce increased 2% primarily due to lower gold ounces sold. Depreciation and amortization per consolidated gold equivalent ounce – other metals increased 7% primarily due to higher co-product allocation of costs to gold equivalent ounces, partially offset by higher gold equivalent ounces - other metals sold at Boddington in Australia.
All-in sustaining costs per consolidated gold ounce increased 11% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend. All-in sustaining costs per consolidated gold equivalent ounce – other metals increased 22% primarily due to higher costs applicable to sales per gold equivalent ounce - other metals.
North America Operations
Gold or Other Metals Produced
Costs Applicable to Sales (1)
Depreciation and Amortization
All-In Sustaining Costs (2)(3)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
CC&V35 61 $1,426 $1,089 $448 $317 $1,676 $1,286 
Musselwhite32 36 1,355 1,010 505 517 1,642 1,305 
Porcupine59 75 1,095 894 372 326 1,296 1,104 
Éléonore46 63 1,249 873 572 529 1,557 1,226 
Peñasquito137 178 651 471 292 254 843 632 
Total/Weighted-Average (4)
309 413 $995 $736 $400 $349 $1,230 $957 
Gold equivalent ounces - other metals(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Peñasquito (5)
299 285 $695 $518 $299 $268 $951 $763 
Total/Weighted-Average (4)
299 285 $695 $518 $299 $268 $954 $763 
____________________________
(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, 2022 and 2021, All-in sustaining costs include $6 and $7, 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.
(5)For the three months ended March 31, 2022, Peñasquito produced 8,080 thousand ounces of silver, 44 million pounds of lead and 114 million pounds of zinc. 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.
Three Months Ended March 31, 2022 compared to 2021
CC&V, USA. Gold production decreased 43% primarily due to lower leach pad recoveries and lower ore milled due to the mill shut down and temporary idling in the current year. Costs applicable to sales per gold ounce increased 31% primarily due to lower gold
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ounces sold. Depreciation and amortization per gold ounce increased 41% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 30% primarily due to higher costs applicable to sales per gold ounce and higher reclamation costs, partially offset by lower sustaining capital spend.
Musselwhite, Canada. Gold production decreased 11% primarily due to labor shortages as a result of COVID-19, partially offset by higher ore grades milled. Costs applicable to sales per gold ounce increased 34% primarily driven by lower gold ounces sold. Depreciation and amortization per gold ounce decreased 2% primarily due to lower depreciation rates due to a longer mine life. All-in sustaining costs per gold ounce increased 26% primarily due to higher costs applicable to sales per gold ounce.
Porcupine, Canada. Gold production decreased 21% primarily due to lower mill throughput and lower ore grade milled. Costs applicable to sales per gold ounce increased 22% primarily due to lower gold ounces sold. Depreciation and amortization per gold ounce increased 14% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 17% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower advanced project spend.
Éléonore, Canada. Gold production decreased 27% primarily due to lower ore grade milled and a build-up of in-circuit inventory compared to a drawdown in the prior year. Costs applicable to sales per gold ounce increased 43% primarily due to lower gold ounces sold and higher underground maintenance costs. Depreciation and amortization per gold ounce increased 8% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 27% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend.
Peñasquito, Mexico. Gold production decreased 23% primarily due to lower ore grade milled and lower mill recovery. Gold equivalent ounces – other metals production increased 5% primarily due to higher mill throughput. Costs applicable to sales per gold ounce increased 38% primarily due to lower gold ounces sold, partially offset by lower co-product allocation of costs to gold. Costs applicable to sales per gold equivalent ounce – other metals increased 34% primarily due to higher co-product allocation of costs to gold equivalent ounces. Depreciation and amortization per gold ounce increased 15% primarily due to lower gold ounces sold, partially offset by lower co-product allocation of costs to gold. Depreciation and amortization per gold equivalent ounce – other metals increased 12% primarily due to higher co-product allocation of costs to other metals. All-in sustaining costs per gold ounce increased 33% primarily due to higher costs applicable to sales per gold ounce. All-in sustaining costs per gold equivalent ounce – other metals increased 25% primarily due to higher costs applicable to sales per gold equivalent ounce - other metals and higher sustaining capital spend, partially offset by lower treatment and refining costs.
South America Operations
Gold or Other Metals Produced
Costs Applicable to Sales (1)
Depreciation and Amortization
All-In Sustaining Costs (2)(3)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Yanacocha65 62 $985 $818 $366 $452 $1,163 $1,215 
Merian101 114 845 748 214 234 991 864 
Cerro Negro68 56 974 856 600 564 1,252 1,263 
Total / Weighted Average (4)
234 232 $921 $791 $368 $373 $1,123 $1,063 
Yanacocha (5% and 48.65%, respectively)
(11)(30)
Merian (25%)
(25)(28)
Attributable to Newmont198 174 
Attributable gold from equity method investments (5)
(ounces in thousands)
Pueblo Viejo (40%)
69 91 
___________________________
(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, 2022 and 2021, All-in sustaining costs include $7 and $12, 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.
(5)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 10 of the Condensed Consolidated Financial Statements for further discussion of our equity method investments.
Three Months Ended March 31, 2022 compared to 2021
Yanacocha, Peru. Gold production increased 5% primarily due to higher leach pad production in the current year. Costs applicable to sales per gold ounce increased 20% primarily due to lower by-product credits, partially offset by lower direct operating costs as the mill has been shut down since February 2021, and lower worker participation costs. Depreciation and amortization per gold
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ounce decreased 19% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 4% primarily due to lower reclamation costs, lower COVID-19 costs and lower advanced projects and exploration spend, partially offset by higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Merian, Suriname. Gold production decreased 11% primarily due to lower mill throughput and a drawdown of in-circuit inventory, partially offset by higher ore grade milled. Costs applicable to sales per gold ounce increased 13% primarily due to higher direct operating costs. Depreciation and amortization per gold ounce decreased 9% primarily due to lower depreciation rates due to a longer mine life. All-in sustaining costs per gold ounce increased 15% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Cerro Negro, Argentina. Gold production increased 21% primarily due to higher ore grade milled, partially offset by lower ore recovery. Costs applicable to sales per gold ounce increased 14% primarily due to higher direct operating costs as a result of higher waste mined as a result of mine sequencing and lower by-product credits, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 6% primarily due to higher mineral interest amortization. All-in sustaining costs per gold ounce decreased 1% primarily due to higher gold ounces sold and lower COVID-19 costs, partially offset by higher costs applicable to sales.
Pueblo Viejo, Dominican Republic. Attributable gold production decreased 24% primarily due to lower ore grade milled, partially offset by higher mill throughput. Refer to Note 10 of the 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)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Boddington182 152 $816 $899 $142 $142 $931 $1,330 
Tanami100 117 661 570 221 193 1,012 796 
Total/Weighted-Average (4)
282 269 $764 $750 $173 $171 $974 $1,104 
Gold equivalent ounces - other metals(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Boddington (5)
51 32 $833 $935 $145 $150 $959 $1,404 
Total/Weighted-Average (4)
51 32 $833 $935 $145 $150 $976 $1,404 
____________________________
(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, 2022 and 2021, All-in sustaining costs include $3 and $1, 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.
(5)For the three months ended March 31, 2022 and 2021, Boddington produced 19 million and 14 million pounds of copper, respectively.
Three Months Ended March 31, 2022 compared to 2021
Boddington, Australia. Gold production increased 20% primarily due to higher ore grade milled, partially offset by lower mill throughput. Gold equivalent ounces – other metals production increased 59% primarily due to higher ore grade milled, partially offset by lower mill throughput. Costs applicable to sales per gold ounce decreased 9% primarily due to higher gold ounces sold and a favorable Australian dollar foreign currency exchange rate, partially offset by higher mill maintenance costs, higher diesel costs and higher shipping costs. Costs applicable to sales per gold equivalent ounce – other metals decreased 11% primarily due to higher gold equivalent ounces - other metals sold and a favorable Australian dollar foreign currency exchange rate, partially offset by higher co-product allocation of costs to copper and higher shipping costs. Depreciation and amortization per gold ounce was in line with the prior year. Depreciation and amortization per gold equivalent ounce – other metals decreased 3% primarily due to higher gold equivalent ounces - other metals sold, partially offset by higher co-product allocation of costs to copper. All-in sustaining costs per gold ounce decreased 30% primarily due to lower sustaining capital spend and lower costs applicable to sales per gold ounce. All-in sustaining costs per gold equivalent ounce – other metals decreased 32% primarily due to lower sustaining capital spend and lower costs applicable to sales per gold equivalent ounces - other metals.
Tanami, Australia. Gold production decreased 15% primarily due to lower mill throughput. Costs applicable to sales per gold ounce increased 16% primarily due to lower gold ounces sold, partially offset by a favorable Australian dollar foreign currency exchange rate. Depreciation and amortization per gold ounce increased 15% primarily due lower gold ounces sold and asset additions. All-in sustaining costs per gold ounce increased 27% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
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Africa Operations
Gold or Other Metals Produced
Costs Applicable to Sales (1)
Depreciation and Amortization
All-In Sustaining Costs (2)(3)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Ahafo107 102 $985 $882 $290 $312 $1,223 $1,094 
Akyem91 103 737 634 327 305 942 788 
Total / Weighted Average (4)
198 205 $871 $758 $307 $309 $1,106 $950 
____________________________
(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, 2022 and 2021, All-in sustaining costs include $1 and $1, respectively, in incremental direct costs related to our response to the COVID-19 pandemic, recorded in Other expense, net.
(4)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
Three Months Ended March 31, 2022 compared to 2021
Ahafo, Ghana. Gold production increased 5% primarily due to higher mill throughput, partially offset by a build-up of in-circuit inventory compared to a draw-down in the prior year. Costs applicable to sales per gold ounce increased 12% primarily due higher power and diesel costs, higher royalty payments and an unfavorable strip ratio as a result of mine sequencing, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce decreased 7% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce increased 12% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Akyem, Ghana. Gold production decreased 12% primarily due to lower ore grade milled and lower recovery, partially offset by higher mill throughput and a higher drawdown of in-circuit inventory. Costs applicable to sales per gold ounce increased 16% primarily due to lower gold ounces sold, higher contracted service costs, and higher power and diesel costs, partially offset by lower royalty payments. Depreciation and amortization per gold ounce increased 7% primarily due to lower gold ounces sold. All-in sustaining costs per gold ounce increased 20% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.
Nevada Operations
Gold or Other Metals Produced
Costs Applicable to Sales (1)
Depreciation and Amortization
All-In Sustaining Costs (2)
Three Months Ended March 31,20222021202220212022202120222021
Gold(ounces in thousands)($ per ounce sold)($ per ounce sold)($ per ounce sold)
Nevada Gold Mines288 303 $899 $745 $436 $417 $1,086 $868 
Total/Weighted-Average (3)
288 303 $899 $745 $436 $417 $1,086 $868 
____________________________
(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, 2022 compared to 2021
Nevada Gold Mines. Attributable gold production decreased 5% primarily due to lower mill throughput at Turquoise Ridge, lower leach pad recoveries at Long Canyon and the sale of the Lone Tree property at Phoenix, partially offset by higher leach pad recoveries at Cortez.
Costs applicable to sales per gold ounce increased 21% primarily due to lower gold ounces sold and lower by-product credits at Phoenix, lower gold ounces sold and a drawdown of inventory at Turquoise Ridge and Long Canyon and lower ounces sold at Carlin.
Depreciation and amortization per gold ounce increased 5% primarily due to lower gold ounces sold and a drawdown of inventory at Long Canyon and lower gold ounces sold at Turquoise Ridge.
All-in sustaining costs per gold ounce increased 25% primarily due to higher costs applicable to sales per gold ounce at all NGM sites, as well as higher sustaining capital spend at Turquoise Ridge, Phoenix and Carlin.
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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 Canadian dollar, the Mexican peso, the Argentine peso, the Peruvian sol, the Surinamese dollar and the Ghanaian cedi. Approximately 48% of Costs applicable to sales were paid in currencies other than the U.S. dollar during the three months ended March 31, 2022, respectively, as follows:
Three Months Ended
March 31, 2022
Australian Dollar18 %
Canadian Dollar13 %
Mexican Peso11 %
Argentine Peso3 %
Peruvian Sol2 %
Surinamese Dollar1 %
Ghanaian Cedi— %
Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations decreased Costs applicable to sales by $20 during the three months ended March 31, 2022, compared to the same period in 2021, primarily in Australia, Argentina and Suriname.
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 enacted a number of foreign currency controls in an effort to stabilize the local currency, including requiring the Company to convert U.S. dollar proceeds from metal sales to local currency within 60 days from shipment date or five business days from receipt of cash, whichever happens first, as well as restricting payments to foreign-related entities denominated in foreign currency, such as dividends or distributions to the parent and related companies and royalties and other payments to foreign beneficiaries. These restrictions directly impact Cerro Negro's ability to pay principal portions of intercompany debt to the Company. We continue to monitor the foreign currency exposure risk and the limitations of repatriating cash to the U.S. Currently, these currency controls are not expected to have a material impact on our financial statements.

Our Merian mine, located in the country of Suriname, is a U.S. dollar functional currency entity. Suriname has experienced significant inflation over the last three years and has a highly inflationary economy. In 2021, the Central Bank took steps to stabilize the local currency, while the government introduced new legislation to narrow the gap between government revenues and spending. The measures to increase government revenue mainly consist of tax increases; however, Newmont and the Republic of Suriname have a Mineral Agreement in place that supersedes such measures. The Central Bank of Suriname recently adopted a controlled floating rate system, which resulted in a concurrent devaluation of the Surinamese dollar. The majority of Merian’s activity has historically been denominated in U.S. dollars due to which the devaluation of the Surinamese dollar has resulted in an immaterial impact on our financial statements. Therefore, future 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. 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, 2022, we believe our available liquidity allows us to manage the near-term impacts of the COVID-19 pandemic on our business.
At March 31, 2022, the Company had $4,272 in Cash and cash equivalents. The majority of our cash and cash equivalents are invested in a variety of highly liquid investments with original maturities of three months or less. These investments are viewed by
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management as low-risk investments on which there are little to no restrictions regarding our ability to access the underlying cash to fund our operations as necessary. While we have some investments in prime money market funds at times, these are classified as cash and cash equivalents; however, we continually monitor the need for reclassification under the SEC requirements for money market funds, and the potential that the shares of such funds could have a net asset value of less than one dollar. We believe that our liquidity and capital resources are adequate to fund our operations and corporate activities.
At March 31, 2022, $1,437 of Cash and cash equivalents, 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. Cash and cash equivalents denominated in Argentine Peso are subject to regulatory restrictions. See Foreign Currency Exchange Rates above for further information. At March 31, 2022, $1,105 in consolidated cash and cash equivalents 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 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, complete our stock repurchase program and meet other liquidity requirements for the foreseeable future. At March 31, 2022, our borrowing capacity on our revolving credit facility was $3,000, 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,
2022		At December 31,
2021
Debt$5,566 $5,652 
Lease and other financing obligations644 650 
Less: Cash and cash equivalents(4,272)(4,992)
Net debt$1,938 $1,310 
Borrowing capacity on revolving credit facility$3,000 $3,000 
Total liquidity (1)
$7,272 $7,992 
____________________________
(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
Net cash provided by (used in) operating activities of continuing operations was $689 during the three months ended March 31, 2022, a decrease in cash provided of $152 from the three months ended March 31, 2021, primarily due to an increase in receivables related to timing, partially offset by higher average realized metal prices.
Net cash provided by (used in) investing activities was $(519) during the three months ended March 31, 2022, an increase in cash used of $169 from the three months ended March 31, 2021, primarily due to the proceeds received from the sale of TMAC in 2021, the payment to Buenaventura relating to the sale of the La Zanja equity method investment in 2022, and higher capital expenditures and contributions to equity method investees in 2022.
Net cash provided by (used in) financing activities was $(895) during the three months ended March 31, 2022, an increase in cash used of $384 from the three months ended March 31, 2021, primarily due to the acquisition of noncontrolling interest in Yanacocha and redemption of the 2023 Goldcorp Senior Notes in 2022.
Capital Resources
In April 2022, the Board declared a dividend of $0.55 per share on first quarter of 2022 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 is 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 and other factors deemed relevant by the Board.
In February 2022, the Company announced that the Board of Directors authorized the extension of the stock repurchase program for up to $1 billion of common stock to be repurchased to December 31, 2022, of which $475 remains available. No share repurchases occurred during the three months ended March 31, 2022.
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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. For example, total development capital spend on the Ahafo North project, which received full funding approval from the Board of Directors in July 2021, is expected to range from $750 to $850, which we expect to fund from existing liquidity and future operating cash flows. 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.
Additionally, in 2020 we announced climate targets to reduce GHG emissions and plans to significantly invest in climate change initiatives in support of this goal, which may be capital in nature. For additional information, refer to Part II, Item 7, "Liquidity and Capital Resources" of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022. For risks related to climate-related capital expenditures, see Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022.
For the three months ended March 31, 2022 and 2021, we had Additions to property, plant and mine development as follows:
2022
2021
Development ProjectsSustaining CapitalTotalDevelopment ProjectsSustaining CapitalTotal
North America$30 $66 $96 $4 $73 $77 
South America68 27 95 22 23 45 
Australia60 46 106 59 88 147 
Africa43 31 74 14 25 39 
Nevada20 46 66 11 31 42 
Corporate and other5 4 9 1 3 4 
Accrual basis$226 $220 $446 $111 $243 $354 
Decrease (increase) in non-cash adjustments
(9)45 
Cash basis $437 $399 
    For the three months ended March 31, 2022, development capital projects primarily included Pamour in North America; Yanacocha Sulfides and Cerro Negro expansion projects in South America; Tanami Expansion 2 in Australia; Ahafo North in Africa; and Goldrush Complex in NGM. Development capital costs (excluding capitalized interest) on our Ahafo North project since approval were $95, of which $28 related to the first quarter of 2022. Development capital costs (excluding capitalized interest) on our Tanami Expansion 2 project since approval were $333, of which $49 related to the first quarter of 2022.
For the three months ended March 31, 2021, development capital projects primarily 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.
Sustaining capital includes capital expenditures such as underground and surface mine development, tailings facility construction, mining equipment, capitalized component purchases and water treatment plant construction. Additionally, for the three months ended March 31, 2021, sustaining capital included capital expenditures related to the Autonomous Haulage System in Australia.
Refer to Note 3 of the Condensed Consolidated Financial Statements and Part I, Item 2, Non-GAAP Financial Measures All-In Sustaining Costs for further information.
Debt
Debt and Corporate Revolving Credit Facilities. There were no material changes to our debt and corporate revolving credit facilities since December 31, 2021, except as noted in Note 13 of the Condensed Consolidated Financial Statements.
Refer to Part II, Item 7 of our Annual report on Form 10-K for the year ended December 31, 2021, 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 of our Annual Report on Form 10-K for the year ended December 31, 2021, for information regarding our debt covenants. At March 31, 2022, we were in compliance with all existing debt covenants and provisions related to potential defaults.
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Supplemental Guarantor Information. The Company filed a shelf registration statement with the SEC on Form S-3 under the Securities Act, 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 (Newmont, as issuer, and Newmont USA, as guarantor, are collectively referred to here-within as the “Obligor Group”). These guarantees are full and unconditional, and none of our other subsidiaries guarantee any security issued and outstanding. The cash provided by operations of the Obligor Group, and all of its subsidiaries, is available to satisfy debt repayments as they become due, and there are no material restrictions on the ability of the Obligor Group to obtain funds from subsidiaries by dividend, loan, or otherwise, except to the extent of any rights of noncontrolling interests or regulatory restrictions limiting repatriation of cash. Net assets attributable to noncontrolling interests were $182 and $(209) at March 31, 2022 and December 31, 2021, 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 95% interest in Yanacocha. For further information regarding these and our other operations, refer to Note 3 of the 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, 2022 and December 31, 2021.
Obligor GroupNewmont USA
March 31,
2022		December 31,
2021		March 31,
2022		December 31,
2021
Current intercompany assets$13,040 $12,959 $5,408 $5,450 
Non-current intercompany assets$561 $2,301 $547 $448 
Current intercompany liabilities$11,432 $11,052 $1,911 $1,963 
Current external debt$— $— $— $— 
Non-current external debt$5,560 $5,558 $— $— 
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, 2022, Newmont USA had approximately $5,560 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, 2022, 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, 2022, (i) Newmont’s total consolidated indebtedness was approximately $6,210, none of which was secured (other than $644 of Lease and other financing obligations), and (ii) Newmont’s non-guarantor subsidiaries had $5,504 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 our debt, refer to Note 13 of the Condensed Consolidated Financial Statements.
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Contractual Obligations
As of March 31, 2022, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2021, except in regards to the reduction of employee-related benefit obligations resulting from the pension annuitization as noted in Note 7 of the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 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 Estimates” 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, 2021, filed February 24, 2022 on Form 10-K.
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 additional information on the Company’s reclamation and remediation liabilities, refer to Notes 5 and 17 of the Condensed Consolidated Financial Statements.
Non-GAAP Financial Measures
Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by 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, depreciation and amortization and Adjusted earnings before interest, taxes, depreciation and amortization
Management uses EBITDA and 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:
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Three Months Ended
March 31,
20222021
Net income (loss) attributable to Newmont stockholders$448 $559 
Net income (loss) attributable to noncontrolling interests21 20 
Net (income) loss from discontinued operations
(16)(21)
Equity loss (income) of affiliates(39)(50)
Income and mining tax expense (benefit)214 235 
Depreciation and amortization547 553 
Interest expense, net of capitalized interest62 74 
EBITDA$1,237 $1,370 
Adjustments:
Pension settlement (1)
130 — 
Change in fair value of investments (2)
(39)110 
(Gain) loss on asset and investment sales (2)
35 (43)
Reclamation and remediation charges (4)
13 10 
Settlement costs (5)
13 3 
Restructuring and severance (6)
1 5 
Impairment of long-lived and other assets (7)
— 1 
COVID-19 specific costs (8)
— 1 
Adjusted EBITDA (9)
$1,390 $1,457 
____________________________
(1)Pension settlement, included in Other income (loss), net, represent pension settlement charges in 2022 related to the annuitization of certain defined benefit plans. For further information, refer to Note 7 of the Condensed Consolidated Financial Statements.
(2)Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company's investments in current and non-current marketable and other equity securities. For further information regarding our investments, refer to Note 10 of the Condensed Consolidated Financial Statements.
(3)(Gain) loss on asset and investment sales, included in Other income (loss), net, primarily represents the loss recognized on the sale of the La Zanja equity method investment in 2022 and a gain on the sale of TMAC in 2021. For further information, refer to Note 7 of the 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. Refer to Note 5 of the Condensed Consolidated Financial Statement for further information.
(5)Settlement costs, included in Other expense, net, are primarily comprised of a legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine in 2022.
(6)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.
(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 and materials and supplied inventories.
(8)COVID-19 specific costs, included in Other expense, net, primarily include amounts distributed from Newmont Global Community Support Fund to help host communities, governments and employees combat the COVID-19 pandemic.
(9)Adjusted EBITDA has not been adjusted for $17 and $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 for the three months ended March 31, 2022 and 2021, respectively.
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:
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Three Months Ended
March 31,
20222021
Equity income (loss) of affiliates$39 $50 
Equity (income) loss of affiliates, excluding Pueblo Viejo (1)
(4)— 
Equity income (loss) of affiliates, Pueblo Viejo (1)
35 50 
Reconciliation of Pueblo Viejo on attributable basis:
Income and mining tax expense (benefit)26 47 
Depreciation and amortization19 20 
Pueblo Viejo EBITDA$80 $117 
____________________________
(1)Refer to Note 10 of 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 others 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, 2022
per share data (1)
basicdiluted
Net income (loss) attributable to Newmont stockholders$448 $0.56 $0.56 
Net loss (income) attributable to Newmont stockholders from discontinued operations(16)(0.02)(0.02)
Net income (loss) attributable to Newmont stockholders from continuing operations
432 0.54 0.54 
Pension settlement (2)
130 0.16 0.16 
Change in fair value of investments (3)
(39)(0.05)(0.05)
(Gain) loss on asset and investment sales (4)
35 0.04 0.04 
Reclamation and remediation charges (5)
13 0.02 0.02 
Settlement costs (6)
13 0.02 0.02 
Restructuring and severance (7)
1 — — 
Tax effect of adjustments (8)
(37)(0.05)(0.05)
Valuation allowance and other tax adjustments (9)
(2)0.01 0.01 
Adjusted net income (loss)$546 $0.69 $0.69 
Weighted average common shares (millions): (10)
793 794 
____________________________
(1)Per share measures may not recalculate due to rounding.
(2)Pension settlement, included in Other income (loss), net, represent pension settlement charges in 2022 related to the annuitization of certain defined benefit plans. For further information, refer to Note 7 of the Condensed Consolidated Financial Statements.
(3)Change in fair value of investments, included in Other income (loss), net, primarily represents unrealized gains and losses related to the Company's investment in current and non-current marketable and other equity securities. For further information regarding our investments, refer to Note 10 of the Condensed Consolidated Financial Statements.
(4)(Gain) loss on asset and investment sales, included in Other income (loss), net,, primarily represents the loss recognized on the sale of the La Zanja equity method investment. For further information, refer to Note 7 of the Condensed Consolidated Financial Statements.
(5)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. Refer to Note 5 of the Condensed Consolidated Financial Statement for further information.
(6)Settlement costs, included in Other expense, net, primarily are comprised of legal settlement and a voluntary contribution made to support humanitarian efforts in Ukraine.
(7)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.
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(8)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (7), as described above, and are calculated using the applicable regional tax rate.
(9)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 for the three months ended March 31, 2022 reflects the net increase or (decrease) to net operating losses, capital losses, tax credit carryovers, and other deferred tax assets subject to valuation allowance of $12, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(3), net reductions to the reserve for uncertain tax positions of $(12), and other tax adjustments of $1.
(10)Adjusted net income (loss) per diluted share is calculated using diluted common shares in accordance with GAAP.

Three Months Ended
March 31, 2021
per share data (1)
basicdiluted
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 0.010.01
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 (loss), net, primarily represents unrealized gains and losses on marketable and other equity securities and our investment instruments. For further information regarding our investments, refer to Note 10 of the Condensed Consolidated Financial Statements.
(3)(Gain) loss on asset and investment sales, included in Other income (loss), net, primarily represents a gain on the sale of TMAC. For further information, refer to Note 7 of the 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. Refer to Note 5 of the Condensed Consolidated Financial Statements for further information.
(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. Refer to Note 6 of the 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 and materials and supplies inventories.
(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 GAAP.
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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,
20222021
Net cash provided by (used in) operating activities$694 $841 
Less: Net cash used in (provided by) operating activities of discontinued operations(5)— 
Net cash provided by (used in) operating activities of continuing operations689 841 
Less: Additions to property, plant and mine development(437)(399)
Free Cash Flow$252 $442 
Net cash provided by (used in) investing activities (1)
$(519)$(350)
Net cash provided by (used in) financing activities$(895)$(511)
____________________________
(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.
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Costs applicable to sales per ounce
Three Months Ended
March 31,
20222021
Costs applicable to sales (1)(2)
$1,184 $1,065 
Gold sold (thousand ounces)1,329 1,417 
Costs applicable to sales per ounce (3)
$890 $752 
____________________________
(1)Includes by-product credits of $27 and $55 during the three months ended March 31, 2022 and 2021, 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,
20222021
Costs applicable to sales (1)(2)
$251 $182 
Gold equivalent ounces - other metals (thousand ounces) (3)
350 327 
Costs applicable to sales per ounce (4)
$717 $555 
____________________________
(1)Includes by-product credits of $2 and $1 during the three months ended March 31, 2022 and 2021, 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 ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022 and Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($22.00/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2021.
(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 aids 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 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 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 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. The other metals' CAS at those mine sites is disclosed in Note 3 of the Condensed Consolidated Financial Statements. The allocation of CAS between gold and other metals is based upon the relative sales value of gold and other metals produced during the period.
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Reclamation costs. Includes accretion expense related to reclamation liabilities and the amortization of the related 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.
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 reserves 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. We also allocate these costs incurred at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.
General and administrative. Includes costs related to administrative tasks not directly related to current production, but rather related to supporting our corporate structure and fulfilling 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. We allocate these costs to gold and other metals at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.
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 the 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.
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. We also allocate these costs incurred at the Other North America, Other Australia and Corporate and Other locations using the proportion of CAS between gold and other metals.
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Three Months Ended
March 31, 2022
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 CostsOunces (000) Sold
All-In Sustaining Costs Per oz.(10)
Gold
CC&V$52 $3 $1 $— $1 $— $4 $61 36 $1,676 
Musselwhite43 2 1 — 1 — 6 53 32 1,642 
Porcupine66 1 2 — — — 9 78 60 1,296 
Éléonore62 2 — — 1 — 12 77 50 1,557 
Peñasquito87 2 1 — 1 7 14 112 134 843 
Other North America— — — 1 1 — — 2 — — 
North America310 10 5 1 5 7 45 383 312 1,230 
Yanacocha67 4 — — 3 — 5 79 68 1,163 
Merian 87 2 1 — 1 — 11 102 103 991 
Cerro Negro63 1 — — 6 — 11 81 64 1,252 
Other South America— — — 3 — — — 3 — — 
South America217 7 1 3 10 — 27 265 235 1,123 
Boddington162 5 1 — — 3 13 184 198 931 
Tanami65 — 3 — 3 — 29 100 99 1,012 
Other Australia— — — 2 — — 3 5 — — 
Australia227 5 4 2 3 3 45 289 297 974 
Ahafo106 2 1 — 1 — 22 132 108 1,223 
Akyem67 7 1 — — — 10 85 90 942 
Other Africa— — — 2 — — — 2 — — 
Africa173 9 2 2 1 — 32 219 198 1,106 
Nevada Gold Mines257 1 3 3 — 1 46 311 287 1,086 
Nevada257 1 3 3 — 1 46 311 287 1,086 
Corporate and Other— — 23 43 (1)— 4 69 — — 
Total Gold$1,184 $32 $38 $54 $18 $11 $199 $1,536 1,329 $1,156 
Gold equivalent ounces - other metals (11)
Peñasquito$205 $5 $2 $— $3 $33 $33 $281 295 $951 
Other North America— — — 1 — — — 1 — — 
North America205 5 2 1 3 33 33 282 295 954 
Boddington46 1 — — — 2 4 53 55 959 
Other Australia— — — — — — 1 1 — — 
Australia46 1 — — — 2 5 54 55 976 
Corporate and Other— — 5 9 — — — 14 — — 
Total Gold Equivalent Ounces$251 $6 $7 $10 $3 $35 $38 $350 350 $997 
Consolidated$1,435 $38 $45 $64 $21 $46 $237 $1,886 
____________________________
(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $29 and excludes co-product revenues of $509.
(3)Includes stockpile and leach pad inventory adjustments of $5 at CC&V, $3 at Merian and $1 at NGM.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $16 and $22, respectively, and exclude accretion and reclamation and remediation adjustments at former operating properties that have entered the closure phase and have no substantive future economic value of $28 and $17, respectively.
(5)Advanced projects, research and development and exploration excludes development expenditures of $1 at Porcupine, $2 at Peñasquito, $1 at Yanacocha, $2 at Merian, $3 at Cerro Negro, $9 at Other South America, $3 at Tanami, $3 at Other Australia, $3 at Ahafo, $3 at Akyem, $3 at NGM
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and $4 at Corporate and Other, totaling $37 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 $6 for North America, $7 for South America, $3 for Australia and $1 for Africa, totaling $17.
(7)Other expense, net is adjusted for settlement costs of $13 and restructuring and severance costs of $1.
(8)Includes sustaining capital expenditures of $66 for North America, $27 for South America, $46 for Australia, $31 for Africa, $46 for Nevada, and $4 for Corporate and Other, totaling $220 and excludes development capital expenditures, capitalized interest and the change in accrued capital totaling $217. See “Liquidity and Capital Resources” within Part I, Item 2, Management's Discussion and Analysis for discussion of major development projects.
(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 ($3.25/lb.), Silver ($23.00/oz.), Lead ($0.95/lb.) and Zinc ($1.15/lb.) pricing for 2022.
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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 CostsOunces (000) Sold
All-In Sustaining Costs Per oz.(10)
Gold
CC&V$61 $2 $— $— $— $— $9 $72 56 $1,286 
Musselwhite39 — 2 — — — 9 50 39 1,305 
Porcupine66 1 4 — — — 9 80 74 1,104 
Éléonore53 1 1 — 2 — 18 75 61 1,226 
Peñasquito89 2 1 — 3 10 16 121 190 632 
Other North America— — 1 2 — — — 3 — — 
North America308 6 9 2 5 10 61 401 420 957 
Yanacocha50 12 2 — 8 — 2 74 61 1,215 
Merian 81 1 — — 1 — 10 93 108 864 
Cerro Negro40 1 1 — 6 — 11 59 47 1,263 
Other South America— — — 2 1 — — 3 — — 
South America171 14 3 2 16 — 23 229 216 1,063 
Boddington131 3 2 — — 3 56 195 146 1,330 
Tanami70 — 1 — 1 — 25 97 122 796 
Other Australia— — — 3 — — 1 4 — — 
Australia201 3 3 3 1 3 82 296 268 1,104 
Ahafo92 2 2 — 1 — 17 114 104 1,094 
Akyem66 8 — — — — 8 82 104 788 
Other Africa— — — 2 — — — 2 — — 
Africa158 10 2 2 1 — 25 198 208 950 
Nevada Gold Mines227 2 2 3 — — 31 265 305 868 
Nevada227 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 
Other North America— — — — — — — — — — 
North America155 2 — — 4 43 23 227 298 763 
Boddington27 1 — — — 1 12 41 29 1,404 
Other Australia— — — — — — — — — — 
Australia27 1 — — — 1 12 41 29 1,404 
Corporate and Other— — — — — — — — — — 
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.
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(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. See “Liquidity and Capital Resources” within Part I, Item 2, Management's Discussion and Analysis for discussion of major development projects.
(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.
Accounting Developments
For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 of the Condensed Consolidated Financial Statements.

Refer to our Management’s Discussion and Analysis of Accounting Developments and Critical Accounting Estimates included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 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;
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•estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation, in connection with water treatment and tailings management;
•estimates of income taxes and expectations relating to tax contingencies or tax audits;
•estimates of pension and other post-retirement costs;
•expectations regarding the impacts of COVID-19, COVID variants and other health and safety conditions; and
•expectations as to whether and for how long certain sites will be placed into care and maintenance including as a result of COVID-19 occurrences and related restrictions.

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;
•domestic and international conflicts, including, without limitation, in connection with Russia's invasion of Ukraine resulting in potential volatility in commodity prices and currencies and disruptions to banking and capital markets;
•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, 2021 as well as 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, as well as significantly impact our carrying value of
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long-lived assets and goodwill. Refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 for information regarding the sensitivity of our impairment analyses over long-lived assets and goodwill to changes in metal price.
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, 2022 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $1,877 and $1,500 per ounce, respectively, a short-term and long-term copper price of $4.53 and $3.00 per pound, respectively, a short-term and long-term silver price of $24.01 and $20.00 per ounce, respectively, a short-term and long-term lead price of $1.06 and $1.05 per pound, respectively, a short-term and long-term zinc price of $1.70 and $1.30 per pound, respectively, a short-term and long-term U.S. to Australian dollar exchange rate of $0.72 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 $0.01, 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.
Interest Rate Risk
We are subject to interest rate risk related to the fair value of our senior notes which consist of fixed rates. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. The terms of our fixed rate debt obligations do not generally allow investors to demand payment of these obligations prior to maturity. Therefore, we do not have significant exposure to interest rate risk for our fixed rate debt; however, we do have exposure to fair value risk if we repurchase or exchange long-term debt prior to maturity which could be material. See Note 9 to our Condensed Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.
Foreign Currency
In addition to our operations in the U.S., 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 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 respective metal concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which is not designated for hedge accounting, is marked to market through earnings each period prior to final settlement.
We perform an analysis on the provisional concentrate sales to determine the potential impact to Net income (loss) attributable to Newmont stockholders for each 10% change to the average price on the provisional concentrate sales subject to final pricing over the next several months. Refer below for our analysis as of March 31, 2022.
Provisionally Priced Sales
Subject to Final Pricing		Average Provisional
Price (per ounce/pound)		Effect of 10% change in Average Price (millions)
Market Closing
Settlement Price (1)
(per ounce/pound)
Gold (ounces/thousands) 200 $1,943 $26 $1,942 
Copper (pounds/millions)32$4.69 $11 $4.69 
Silver (ounces/millions)5 $24.83 $8 $24.92 
Lead (pounds/millions)24$1.10 $2 $1.10 
Zinc (pounds/millions)79$1.91 $10 $1.93 
____________________________
(1)The closing settlement price as of March 31, 2022 is determined utilizing the London Metal Exchange for copper, lead and zinc and the London Bullion Market Association for gold and silver.

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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 Exchange Act, as amended). 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, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1.       LEGAL PROCEEDINGS.
Information regarding legal proceedings is contained in Note 17 of 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” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.
ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a)(b)(c)(d)
Period
Total Number of Shares Purchased(1)
Average Price Paid Per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs(2)
January 1, 2022 through January 31, 2022
— $— — $475,022,834 
February 1, 2022 through February 28, 2022
198,567 $67.58 — $475,022,834 
March 1, 2022 through March 31, 2022
326,336 $67.08 — $475,022,834 
____________________________
(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) represents shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling — shares, 198,567 shares and 326,336 shares for the fiscal months of January, February and March 2022, 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 returns to shareholders, provided that the aggregate value of shares of common stock repurchased under the new program does not exceed $1 billion. In February 2022, the Board of Directors authorized the extension of this program to December 31, 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 continues to sustain robust controls at our operations and offices globally in response to the on-going COVID-19 pandemic.
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.
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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.
Exhibit
Number		Description
10.1-
10.2-
10.3-
22-
31.1-
31.2-
32.1-
32.2-
95-
101-101.INSXBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation
101.DEFXBRL Taxonomy Extension Definition
101.LABXBRL Taxonomy Extension Labels
101.PREXBRL Taxonomy Extension Presentation
104Cover Page Interactive Data File (embedded within the XBRL document)

*This exhibit relates to compensatory plans or arrangements.
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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.
NEWMONT CORPORATION
(Registrant)
Date: April 22, 2022/s/ NANCY K. BUESE
Nancy K. Buese
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: April 22, 2022/s/ BRIAN C. TABOLT
Brian C. Tabolt
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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EXHIBIT 10.1

Grades E1-E6
NEWMONT CORPORATION

PERFORMANCE 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 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:
Target Grant Setting Date:February 28, 2022
Target number of PSUs:See your Reward and Recognition Statement or Fidelity account
Performance Period: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 28, 2022 – February 28, 2025
Payout Determination: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.
Target Acknowledgement and Agreement:
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.






Separation of Employment Prior to Expiration of the Performance Period: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.
*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 or deemed by Newmont or the Employer, in its discretion, to be an appropriate charge to Employee even if legally applicable to Newmont or the Employer (“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.

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In connection with the 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:
(a)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

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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.
(b)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.
(c)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.

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(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 additional 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 additional 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.

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(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.




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APPENDIX
NEWMONT CORPORATION
PERFORMANCE 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 2022. 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.


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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

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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

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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.

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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.


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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 attached to this Agreement as Exhibit A.
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

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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. Employee acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States.  Finally, Employee acknowledges and authorizes Newmont and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on Employee’s or the administration of the Plan.
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.

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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:

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(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

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(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

16


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.


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EXHIBIT A


OFFER DOCUMENT



NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN



OFFER OF PERFORMANCE STOCK UNITS
TO AUSTRALIAN RESIDENT EMPLOYEES










Investment in shares involves a degree of risk. Eligible employees who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of common stock under the Plan as set out in this Offer Document and the Additional Documents.

The information contained in this Offer Document and the Additional Documents is general information only. It is not advice or information specific to your particular circumstances.

Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.




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NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
OFFER OF PERFORMANCE STOCK UNITS
TO AUSTRALIAN RESIDENT EMPLOYEES


This Offer Document sets out information regarding the grant of Performance Stock Units (“PSUs”) under the Newmont Corporation 2020 Stock Incentive Compensation Plan (the “Plan”) to eligible Australian resident employees of Newmont Corporation (“Newmont”) and its Australian Affiliates.
Terms defined in the Plan have the same meaning in this Offer Document.
The purpose of the Plan (i) to enhance Newmont’s and the Affiliates’ ability to attract highly qualified personnel; (ii) to strengthen Newmont’s and the Affiliates’ retention capabilities; (iii) to enhance the long-term performance and competitiveness of Newmont and the Affiliates; and (iv) to align the interests of participants with those of Newmont’s stockholders. To accomplish such purposes, the Plan provides that Newmont may grant of equity awards, including PSUs.
1.    OFFER
This is an offer made by Newmont under the Plan to Eligible Individuals to accept the PSUs granted under the Plan.
The Plan is supplemented by the terms of this Offer Document and is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.
2.    ADDITIONAL DOCUMENTS
In addition to the information set out in this Offer Document, the following documents provide further information necessary to make an informed investment decision in relation to your participation in the Plan:
a.    the PSU Terms Agreement, each under the Plan (which forms part of this Offer Document) (collectively, the “Award Agreement”);
b.    the Plan; and
c.    the Plan Prospectus describing the terms of the Plan, including the Addendum for Australia (the “Plan Prospectus”).
(collectively, the “Additional Documents”).
The Plan Prospectus is not a prospectus for the purposes of the Australian Corporations Act 2001 and has not been modified for Australia. To the extent there is any inconsistency between the Offer Document and the Plan Prospectus, the terms of this Offer Document apply.
The Additional Documents set out, amongst other details, the nature of the PSUs and the consequences of a change in the nature or status of your service relationship.

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4.    RELIANCE ON STATEMENTS
You should not rely upon any oral statements made to you in relation to this offer. You should only rely upon the statements contained in this Offer Document and the Additional Documents when considering your participation in the Plan.
5.    WHO IS ELIGIBLE TO PARTICIPATE?
You are eligible to participate under the Plan if, at the time of the offer, you are an Australian resident Employee of Newmont or its Australian Affiliate and meet the eligibility requirements established under the Plan.
6.    WHAT ARE THE MATERIAL TERMS OF THE PERFORMANCE STOCK UNITS?
(a)    What are Performance Stock Units?
PSUs represent the right to receive shares of Common Stock of Newmont upon satisfaction of vesting conditions. When your PSUs vest, you will be issued shares of Common Stock at no additional cost to you. The PSUs are subject to forfeiture until the PSUs vest. The restrictions will be set forth in the Award Agreement.
Prior to the vesting of your PSUs, you will not be eligible to receive any dividends or dividend equivalent payments. At settlement of the PSUs, you may be granted dividend equivalents which will be accrued for you if and to the extent dividends are paid by Newmont on its Common Stock. Payment of such dividend equivalents will be made, without interest or earnings, pursuant to the terms of the Plan and Award Agreement.
(b)    Do I have to pay any money to receive the Performance Stock Units?
No. You pay no monetary consideration to receive the PSUs. Nor do you pay any monetary consideration to receive the shares of Common Stock upon vesting.
(c)    How many shares of Common Stock will I receive upon vesting of my Performance Stock Units?
The details of your PSUs and the Common Stock subject to the PSUs are set out in the relevant Award Agreement.
(d)    When do I become a stockholder?
You are not a stockholder merely as a result of holding PSUs, and the PSUs will not entitle you to vote or receive dividends, notices of meeting, proxy statements and other materials provided to stockholders until the restrictions lapse, at which time the PSUs vest and may be converted into an equivalent number of shares of Common Stock (unless Newmont, in its sole discretion, determines to pay the Common Stock’s cash equivalent to settle the PSUs). In this regard, you are not recorded as the owner of the Common Stock prior to vesting and issuance of such shares of Common Stock.
(e)    Can I transfer the Performance Stock Units to someone else?
No. The PSUs are generally non-transferable, unless otherwise provided in your Award Agreement; once shares of Common Stock are issued upon vesting, the shares of Common Stock

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will be freely tradable (subject to the Company’s policies and applicable laws regarding insider trading).
7.    WHAT IS A SHARE IN THE COMPANY
The Common Stock subject to the PSUs is the common stock of Newmont Corporation, the U.S. parent corporation. The common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of Common Stock is entitled to one vote for every share of Common Stock.
Dividends may be paid on the Common Stock out of any funds of Newmont legally available for dividend at the discretion of Newmont.
The Common Stock is listed and may be traded on a number of stock exchanges, including the New York Stock Exchange, under the symbol “NEM.”
    The Common Stock is not liable to any further calls for payment of capital or for other assessment by Newmont and has no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.
8.    HOW CAN I OBTAIN UPDATED INDICATIVE EXAMPLES OF THE CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?
You may ascertain the current market price of the Common Stock as traded on the New York Stock Exchange at https://www.nyse.com/index under the symbol “NEM.”
The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.
This will not be a prediction of what the market price per share of Common Stock will be when the PSUs vest and are settled or the applicable exchange rate on the actual date of vesting or settlement.
9.    WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’ PARTICIPATION IN THE PLAN?
v Australian residents should have regard for risk factors relevant to investment in securities generally and, in particular, to the holding of the Common Stock. For example, the price at which Common Stock is quoted on the New York Stock Exchange market may increase or decrease due to a number of factors. There is no guarantee that the price of the Common Stock will increase. Factors which may affect the price of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which Newmont operates and general operational and business risks.
You should be aware that in addition to fluctuations in value caused by the fortunes of Newmont, the value of Common Stock you may hold will be affected by the U.S.$/A$ exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.
Please note that if you offer your shares of Common Stock for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. Please obtain legal advice on your disclosure obligations prior to making any such offer.

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10.    PLAN MODIFICATION, TERMINATION ETC.
The Board may amend, alter, suspend, discontinue or terminate the Plan, retroactively or otherwise, but no such amendment, alteration, suspension or termination of the Plan shall be made which would materially impair the previously accrued rights of any participant with respect to a previously granted PSU without such participant’s consent, except any such amendment made to comply with applicable law, tax rules, stock exchange rules or accounting rules.
11.    WHAT ARE THE AUSTRALIAN TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Please refer to the Addendum for Australia to the Plan Prospectus for information regarding the Australian tax treatment of your PSUs.
12.    WHAT ARE THE U.S. TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
If you are not a U.S. citizen or permanent resident, you will not be subject to U.S. tax by reason only of the grant and vesting of the PSUs or the sale of Common Stock. However, liability for U.S. taxes may accrue if you are otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident who is granted PSUs under the Plan. You should seek your own advice as to the U.S. taxation consequences of your participation in the Plan.

* * * * *
We urge you to carefully review the information contained in this Offer Document and the Additional Documents.
Yours sincerely,
NEWMONT CORPORATION


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EXHIBIT 10.2

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 28, 2022, 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:

Vesting PeriodPercentage Vested
February 28, 2023
33%
February 28, 2024
33%
February 28, 2025
34%

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
405471838-v2\NA_DMS

vest as of the date of Employee’s employment termination in accordance with the following formula, and the remaining RSUs will be forfeited:
RSUs
vested =		Total RSUs Covered by This AgreementXDays Elapsed From Date of Grant to Date of Termination of Employment-Prior
Vestings
1096

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:
RSUs
vested =		Total RSUs Covered by This AgreementXDays Elapsed From Date of Grant to Date of Termination of Employment-Prior
Vestings
1096
(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.
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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. For the avoidance of doubt, if Employee terminates employment with Newmont or any Subsidiary during only a period prior to a vesting date (but where employment has terminated prior to the vesting date) does not entitle Employee to vest in a pro-rata portion of the RSUs on such date.
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 or deemed by Newmont or the Employer, in its discretion, to be an appropriate charge to Employee even if legally applicable to Newmont or the Employer (“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.
In connection with the 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
- 3 -

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
- 4 -

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.
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(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
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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 additional 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 additional 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.

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APPENDIX TO THE
NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION 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 2022. 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.


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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
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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
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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
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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.

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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 attached to this Agreement as Exhibit A.
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
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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. Employee acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States.  Finally, Employee acknowledges and authorizes Newmont and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on Employee’s or the administration of the Plan.
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
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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.
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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.
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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.

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EXHIBIT A


OFFER DOCUMENT



NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN



OFFER OF RESTRICTED STOCK UNITS
TO AUSTRALIAN RESIDENT EMPLOYEES










Investment in shares involves a degree of risk. Eligible employees who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the acquisition of shares of common stock under the Plan as set out in this Offer Document and the Additional Documents.

The information contained in this Offer Document and the Additional Documents is general information only. It is not advice or information specific to your particular circumstances.

Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.



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NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
OFFER OF RESTRICTED STOCK UNITS
TO AUSTRALIAN RESIDENT EMPLOYEES


This Offer Document sets out information regarding the grant of Restricted Stock Units (“RSUs”) under the Newmont Corporation 2020 Stock Incentive Compensation Plan (the “Plan”) to eligible Australian resident employees of Newmont Corporation (“Newmont”) and its Australian Affiliates.
Terms defined in the Plan have the same meaning in this Offer Document.
The purpose of the Plan (i) to enhance Newmont’s and the Affiliates’ ability to attract highly qualified personnel; (ii) to strengthen Newmont’s and the Affiliates’ retention capabilities; (iii) to enhance the long-term performance and competitiveness of Newmont and the Affiliates; and (iv) to align the interests of participants with those of Newmont’s stockholders. To accomplish such purposes, the Plan provides that Newmont may grant of equity awards, including RSUs.
1.    OFFER
This is an offer made by Newmont under the Plan to Eligible Individuals to accept the RSUs granted under the Plan.
The Plan is supplemented by the terms of this Offer Document and is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.
2.    ADDITIONAL DOCUMENTS
In addition to the information set out in this Offer Document, the following documents provide further information necessary to make an informed investment decision in relation to your participation in the Plan:
a.    the RSU Agreement, each under the Plan (which forms part of this Offer Document) (collectively, the “Award Agreement”);
b.    the Plan; and
c.    the Plan Prospectus describing the terms of the Plan, including the Addendum for Australia (the “Plan Prospectus”).
(collectively, the “Additional Documents”).
The Plan Prospectus is not a prospectus for the purposes of the Australian Corporations Act 2001 and has not been modified for Australia. To the extent there is any inconsistency between the Offer Document and the Plan Prospectus, the terms of this Offer Document apply.
The Additional Documents set out, amongst other details, the nature of the RSUs and the consequences of a change in the nature or status of your service relationship.
4.    RELIANCE ON STATEMENTS
You should not rely upon any oral statements made to you in relation to this offer. You should only rely upon the statements contained in this Offer Document and the Additional Documents when considering your participation in the Plan.
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5.    WHO IS ELIGIBLE TO PARTICIPATE?
You are eligible to participate under the Plan if, at the time of the offer, you are an Australian resident Employee of Newmont or its Australian Affiliate and meet the eligibility requirements established under the Plan.
6.    WHAT ARE THE MATERIAL TERMS OF THE RESTRICTED STOCK UNITS?
(a)    What are Restricted Stock Units?
RSUs represent the right to receive shares of Common Stock of Newmont upon satisfaction of vesting conditions. When your RSUs vest, you will be issued shares of Common Stock at no additional cost to you. The RSUs are subject to forfeiture until the RSUs vest. The restrictions will be set forth in the Award Agreement.
Prior to the vesting of your RSUs, you will not be eligible to receive any dividends or dividend equivalent payments. At settlement of the RSUs, you may be granted dividend equivalents which will be accrued for you if and to the extent dividends are paid by Newmont on its Common Stock. Payment of such dividend equivalents will be made, without interest or earnings, pursuant to the terms of the Plan and Award Agreement.
(b)    Do I have to pay any money to receive the Restricted Stock Units?
No. You pay no monetary consideration to receive the RSUs. Nor do you pay any monetary consideration to receive the shares of Common Stock upon vesting.
(c)    How many shares of Common Stock will I receive upon vesting of my Restricted Stock Units?
The details of your RSUs and the Common Stock subject to the RSUs are set out in the relevant Award Agreement.
(d)    When do I become a stockholder?
You are not a stockholder merely as a result of holding RSUs, and the RSUs will not entitle you to vote or receive dividends, notices of meeting, proxy statements and other materials provided to stockholders until the restrictions lapse, at which time the RSUs vest and may be converted into an equivalent number of shares of Common Stock (unless Newmont, in its sole discretion, determines to pay the Common Stock’s cash equivalent to settle the RSUs). In this regard, you are not recorded as the owner of the Common Stock prior to vesting and issuance of such shares of Common Stock.
(e)    Can I transfer the Restricted Stock Units to someone else?
No. The RSUs are generally non-transferable, unless otherwise provided in your Award Agreement; once shares of Common Stock are issued upon vesting, the shares of Common Stock will be freely tradable (subject to the Company’s policies and applicable laws regarding insider trading).
7.    WHAT IS A SHARE IN THE COMPANY
The Common Stock subject to the RSUs is the common stock of Newmont Corporation, the U.S. parent corporation. The common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of Common Stock is entitled to one vote for every share of Common Stock.
Dividends may be paid on the Common Stock out of any funds of Newmont legally available for dividend at the discretion of Newmont.
The Common Stock is listed and may be traded on a number of stock exchanges, including the New York Stock Exchange, under the symbol “NEM.”
    The Common Stock is not liable to any further calls for payment of capital or for other assessment by Newmont and has no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.
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8.    HOW CAN I OBTAIN UPDATED INDICATIVE EXAMPLES OF THE CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?
You may ascertain the current market price of the Common Stock as traded on the New York Stock Exchange at https://www.nyse.com/index under the symbol “NEM.”
The Australian dollar equivalent of that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.
This will not be a prediction of what the market price per share of Common Stock will be when the RSUs vest and are settled or the applicable exchange rate on the actual date of vesting or settlement.
9.    WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’ PARTICIPATION IN THE PLAN?
v Australian residents should have regard for risk factors relevant to investment in securities generally and, in particular, to the holding of the Common Stock. For example, the price at which Common Stock is quoted on the New York Stock Exchange market may increase or decrease due to a number of factors. There is no guarantee that the price of the Common Stock will increase. Factors which may affect the price of Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which Newmont operates and general operational and business risks.
You should be aware that in addition to fluctuations in value caused by the fortunes of Newmont, the value of Common Stock you may hold will be affected by the U.S.$/A$ exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.
Please note that if you offer your shares of Common Stock for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. Please obtain legal advice on your disclosure obligations prior to making any such offer.
10.    PLAN MODIFICATION, TERMINATION ETC.
The Board may amend, alter, suspend, discontinue or terminate the Plan, retroactively or otherwise, but no such amendment, alteration, suspension or termination of the Plan shall be made which would materially impair the previously accrued rights of any participant with respect to a previously granted RSU without such participant’s consent, except any such amendment made to comply with applicable law, tax rules, stock exchange rules or accounting rules.
11.    WHAT ARE THE AUSTRALIAN TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Please refer to the Addendum for Australia to the Plan Prospectus for information regarding the Australian tax treatment of your RSUs.
12.    WHAT ARE THE U.S. TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
If you are not a U.S. citizen or permanent resident, you will not be subject to U.S. tax by reason only of the grant and vesting of the RSUs or the sale of Common Stock. However, liability for U.S. taxes may accrue if you are otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident who is granted RSUs under the Plan. You should seek your own advice as to the U.S. taxation consequences of your participation in the Plan.

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* * * * *
We urge you to carefully review the information contained in this Offer Document and the Additional Documents.
Yours sincerely,
NEWMONT CORPORATION


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EXHIBIT 10.3

NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
GLOBAL 2022 DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
This Director Restricted Stock Unit Agreement, including any country specific terms and conditions set forth in any appendix hereto (“Agreement”), is dated as of April 22, 2022, between Newmont Corporation, a Delaware corporation (“Newmont”), and Director.
WITNESSETH:
WHEREAS, Director is a director of Newmont; and
WHEREAS, in recognition of the Director’s service as a director of Newmont rendered and to be rendered during the 2022 calendar year, the Board of Directors, the Leadership Development and Compensation Committee and the Corporate Governance and Nominating Committee (“Newmont Committee”) has awarded Director, pursuant to the terms and conditions of this Agreement and those of the Newmont Corporation 2020 Stock Incentive Compensation Plan (“Plan”), the number of Director Restricted Stock Units (“DSUs”) specified below. Each DSU represents a right to receive a share of Newmont Common Stock (“Common Stock”) (rounded down to the nearest whole share), subject to the conditions and restrictions set for in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings given such terms in the Plan.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, Newmont hereby documents such award to Director of _____ DSUs and, in connection with such award, Newmont and Director hereby agree as follows:
AGREEMENT:
1.Immediate Vesting. The DSUs are immediately fully vested and nonforfeitable.
2.No Ownership Rights Prior to Issuance of Common Stock. Director shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the DSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after such shares of Common Stock have been actually issued to Director and transferred on the books and records of Newmont; provided, however, that each DSU shall accrue Dividend Equivalents during the period from the date of this Agreement until the date such shares are delivered in accordance with Section 3, payable in cash at the time specified in Section 3 below.
3.Delivery of Shares of Common Stock. Within thirty (30) days following the date of Director’s retirement from the Board, Newmont shall cause to be delivered to Director the full number of shares of Common Stock underlying the DSUs, together with all accrued Dividend Equivalents, subject to satisfaction of any applicable tax withholding pursuant to Section 5 hereof and Section 16 of the Plan. For purposes of this Agreement, “retirement” from the Board means separation from service (as a director, employee and all other service provider relationships) with Newmont and the Affiliates under any circumstances, including due to death For the avoidance of doubt, a separation from service must meet the requirements of a

6711832-v8\GESDMS

“separation from service” within the meaning of Section 409A of the Code if Director is a U.S. taxpayer.
4.Nature of Grant. Director acknowledges receipt of and understands and agrees to the terms of the DSUs awarded hereunder and the Plan. In addition to the above terms, Director understands and agrees to the following:
(a)Director 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 distribution of Common Stock underlying the DSUs. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.
(b)Director acknowledges that this Agreement and the Plan set forth the entire understanding between Director and Newmont regarding the DSUs and the shares of Common Stock underlying the DSUs and supersedes any prior oral and written agreements pertaining to the DSUs and/or such shares.
(c)The Plan is established voluntarily by Newmont, it is discretionary in nature, and it may be modified, amended, suspended or terminated by Newmont at any time as set forth in the Plan.
(d)All decisions with respect to future DSU grants, if any, will be at the sole discretion of Newmont.
(e)Director acknowledges that the Director’s acceptance of the DSUs, including the terms and conditions herein, is voluntary.
(f)The future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty.
(g)Director acknowledges and understands the DSU grant and Director’s participation in the Plan shall not create a right to employment or service or be interpreted as forming or amending an employment or service contract with Newmont or any Affiliate.
(h)The DSUs and the shares of Common Stock subject to the DSUs, and the income and value of same, are not intended to replace pension rights, if any.
(i)For Directors who reside outside the U.S., Director acknowledges and agrees that neither Newmont, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Director’s local currency and the United States Dollar that may affect the value of the DSUs or of any amounts due to Director pursuant to the vesting of the DSUs or the subsequent sale of any shares of Common Stock acquired at vesting.
5.Withholding Taxes. Director acknowledges that, regardless of any action Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the

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DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont 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, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items.
Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director 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, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont 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 Director fails to comply with any obligations in connection with the Tax-Related Items.
6.Privacy Information and Consent. Newmont headquarters is located at 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 U.S.A., and grants awards to employees of Newmont and its Subsidiaries, at Newmont’s sole discretion. If Director would like to participate in the Plan, please review the following information about Newmont’s data processing practices and declare Director’s consent.
(a)Data Collection and Usage. Newmont collects, processes and uses personal data of Directors, including name, home 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 Director’s favor, which Newmont receives from Director. If Newmont offers Director an award under the Plan, then Newmont will collect Director’s personal data for purposes of allocating stock and implementing, administering and managing the Plan. Newmont’s legal basis for the processing of Director’s personal data would be his or her consent.
(b)Stock Plan Administration Service Providers. Newmont transfers data to Fidelity Investments, an independent service provider based in the United States, which assists

3


Newmont with the implementation, administration and management of the Plan. In the future, Newmont may select a different service provider and share Director’s data with another company that serves in a similar manner. Newmont’s service provider will open an account for Director to receive shares of Common Stock. Director will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Director’s ability to participate in the Plan.
(c)International Data Transfers. Newmont and its service providers are based in the United States. If Director is outside the United States, Director 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 Director’s personal data is his or her consent.
(d)Data Retention. Newmont will use Director’s data only as long as is necessary to implement, administer and manage Director’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and security laws. When Newmont no longer needs Director’s personal data, which will generally be seven (7) years after Director is granted awards under the Plan, Newmont will remove it from its systems. If Newmont keeps the data longer, it would be to satisfy legal or regulatory obligations and Newmont’s legal basis would be relevant laws or regulations.
(e)Voluntariness and Consequences of Denial or Withdrawal. Director’s participation in the Plan and Director’s grant of consent is purely voluntary. Director may deny or withdraw his or her consent at any time. If Director does not consent, or if Director withdraws his or her consent, Director cannot participate in the Plan. This would not affect Director’s career; Director would merely forfeit the opportunities associated with the Plan.
(f)Data Subject Rights. Director has a number of rights under data privacy laws in his or her country. Depending on where Director is based, Director’s rights may include the right to (i) request access or copies of personal data Newmont processes, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions on processing, (v) portability of data, (vi) to lodge complaints with the competent tax authorities in Director’s country, and/or (vii) a list with the names and addresses of any potential recipients of Director’s personal data. To receive clarification regarding Director’s rights or to exercise Director’s rights please contact Newmont at Newmont Corporation, 6900 E. Layton Avenue, Suite 700, Denver, Colorado 80237 U.S.A., attention: Director of Compensation, Newmont Corporate.
If Director agrees with the data processing practices as described in this notice, please declare Director’s consent by clicking “Accept” on the online award acceptance page.
7.Miscellaneous
(a)No Right to Continued Service. Neither the DSUs nor any terms contained in this Agreement shall confer upon Director any express or implied right to be retained in the service of Newmont or any Affiliate for any period at all, nor restrict in any way the right of Newmont or any Affiliate, which right is hereby expressly reserved, to terminate his or her service at any time with or without cause, subject to applicable law and the applicable provisions of Newmont’s Certificate of Incorporation and By-laws.

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(b)Compliance with Laws and Regulations. The award of the DSUs to Director and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, local and non-United States laws, rules and regulations, and (b) 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, Director shall, if requested by the Newmont Committee, execute, prior to the delivery of any shares of Common Stock to Director by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Director represents and warrants that Director is purchasing or acquiring the shares acquired under this Agreement for Director’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 Director 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)Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Director, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Director at his or her last known address as set forth in Newmont’s records or by such other means as set forth under Section 7(l) herein.
(e)Severability. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(f)Governing Law and Venue. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related DSU 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.
(g)Transferability of DSUs / Agreement. This Agreement and DSUs granted hereunder may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by will or by the laws of descent and distribution. 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 Director, 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 DSUs in the event of Director’s death in accordance with Section 12(b) of the Plan.

5


(h)No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Director’s participation in the Plan, or his or her acquisition or sale of the underlying shares of Common Stock. Director 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 A. Notwithstanding any provisions in this Agreement, the DSU shall be subject to any special terms and conditions set forth in Appendix A to this Agreement for Director’s country. Moreover, if Director relocates to one of the countries included in the Appendices, the special terms and conditions for such country will apply to him or her, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.
(j)Imposition of Other Requirements. The Company reserves the right to impose other requirements on Director’s participation in the Plan, on the DSUs and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
(k)Language. Director acknowledges that he or she is sufficiently proficient in English, or, alternatively, Director acknowledges that he or she will seek appropriate assistance, to understand the terms and conditions in this Agreement. Furthermore, if Director 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.
(l)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. Director 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.
(m)Waiver. Director acknowledges that a waiver by the Company 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.
(n)Insider-Trading/Market-Abuse Laws. Director 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., DSUs) or rights linked to the value of Common Stock, during such times as Director is considered to have “inside information” regarding Newmont (as defined by the laws or regulations in applicable jurisdictions, including the United States and Director’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Director placed before possessing inside information. Furthermore, Director may be prohibited from (i) disclosing insider information to any third party, including fellow directors (other than on a “need to know” basis) 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 (such as Newmont’s Stock Trading Standard). Director is responsible for complying with any applicable restrictions, so he or she should speak to his or her personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in his or her country.

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(o)Foreign Asset/Account Reporting Requirements. Director 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. Director may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Director 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. Director 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.
8.Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, Newmont Corporation has caused this Agreement to be executed by a duly authorized officer, and Director has executed this Agreement, both as of the day and year first written above.
NEWMONT CORPORATION


By:_________________________________
Name: Logan Hennessey
Title: Vice President, Associate General Counsel and Corporate Secretary
Agreed to by:

____________________________________
Director                            



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APPENDIX A
NEWMONT CORPORATION
2020 STOCK INCENTIVE COMPENSATION PLAN
GLOBAL 2022 DIRECTOR STOCK UNIT AGREEMENT
Unless otherwise provided below, capitalized terms used but not explicitly defined in this Appendix A shall have the same definitions as in the Plan and/or the Agreement (as applicable).
Terms and Conditions
This Appendix A includes additional country-specific terms and conditions that govern Director’s DSUs if he or she resides and/or works in one of the countries listed herein.
If Director is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, relocates to another country after the DSUs are granted, or are considered a resident of another country for local law purposes, the terms and conditions of the DSUs contained herein may not be applicable to Director, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to him or her.
Notifications
This Appendix A also includes information regarding certain issues of which Director 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 April 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Director not rely on the information in this Appendix A 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 Director’s DSUs 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 Director’s particular situation, and the Company is not in a position to assure him or her of a particular result. Accordingly, Director 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 Director is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfer service after the DSUs are granted, or are considered a resident of another country for local law purposes, the information contained herein may not apply to Director.


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AUSTRALIA
Terms and Conditions
Form of Settlement. Notwithstanding any discretion in the Plan or anything contrary in Section 2 of the Agreement, due to tax considerations in Australia, the DSU grant (including any Dividend Equivalents) does not provide any right for Director to receive a cash payment, and the DSUs (including any Dividend Equivalents related thereto) are payable only in shares of Common Stock.
Australian Offer Document. The DSU grant 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 DSUs to Australian resident directors, which is being provided to Director 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, Director will be required to file the report.
CANADA
Terms and Conditions
The following provisions apply if Director 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 judiciaires intentées, directement ou indirectement, relativement à ou suite à la présente Convention.
Data Privacy. The following provision supplements Section 6 of the Agreement:
Director 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. Director 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. Director further authorizes Newmont and any parent or Subsidiary of Newmont to record such information and to keep such information in Director’s file.
Notifications
Securities Law Information. Director 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

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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., DSUs), 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. DSUs 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 Director. 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 Director owns other shares of Common Stock, this ACB may have to be averaged with the ACB of the other shares of Common Stock.
GHANA
There are no country-specific provisions.
MEXICO
Terms and Conditions
Plan Document Acknowledgement. By accepting the RSUs, Director 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)    Director’s participation in the Plan does not constitute an acquired right;
(2)    The Plan and Director’s participation in it are offered by Newmont on a wholly discretionary basis;
(3)    Director’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, Director 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 Director’s participation in the Plan and acquisition of shares of Common Stock do not constitute an employment relationship between Director and Newmont since Director 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, Director 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 Director and the employer, Newmont Mexico, and do not form any 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 Director' employment.
Director 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 Director’s participation at any time without any liability to Employee.
Finally, Director 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

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or the benefits derived under the Plan, and Director 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 Director reconoce que ha recibido una copia del Plan, el Reconocimiento de la Subvención y el Acuerdo, con inclusión de este Apéndice, que el Director ha revisado. El Director reconoce, además, que acepta todas las disposiciones del Plan, el Reconocimiento de la Subvención, y en el Acuerdo, incluyendo este Apéndice. El Director 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 Director 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 Director 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 Director 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 Director en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Director y Newmont, ya que el Director 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 Director expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Director 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 Director 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 Director en cualquier momento y sin responsabilidad alguna frente el Director.
Finalmente, el Director 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 Director 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.

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These materials are addressed to Director 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 Directors 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.
UNITED KINGDOM
There are no country-specific provisions.

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Exhibit 22
Guarantor Subsidiary of Newmont Corporation

The following subsidiary of Newmont Corporation (the "Company") was, as of March 31, 2022, guarantor of the Company's (i) 2.800% Senior Notes due 2029, (ii) 2.250% Senior Notes due 2030, (iii) 2.600% Sustainability-Linked Senior Notes due 2032; (iv) 5.875% Senior Notes due 2035, (v) 6.250% Senior Notes due 2039, (vi) 4.875% Senior Notes due 2042, and (vii) 5.450% Senior Notes due 2044:
Name Incorporation
Newmont USA Limited Delaware

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Exhibit 31.1
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 22, 2022
Exhibit 31.2
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 22, 2022
Exhibit 32.1
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, 2022 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 22, 2022
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.
Exhibit 32.2
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, 2022 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 22, 2022
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.
Exhibit 95

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, 2022. The proposed assessments for the quarter ended March 31, 2022 were taken from the MSHA data retrieval system as of April 7, 2022. 
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) ViolationsSection 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)1 Section 104(a) S&S Citations and 0 Section 104(d) S&S Citations and Orders were subject to contest as of March 31, 2022.  
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(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 7, 2022. Proposed assessments amounted to: not yet assessed for the quarter. 
Pattern or Potential Pattern of Violations. During the quarter ended March 31, 2022, 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, 2022, together with the number of legal actions instituted and the number of legal actions resolved as of March 31, 2022.
Mine (1)
Pending Legal Actions as of
March 31, 2022(2)
Legal Actions Instituted during the quarter ended March 31, 2022
Legal Actions Resolved during the quarter ended March 31, 2022
Cripple Creek & Victor1 1 — 
TOTAL1 1 — 
____________________________
(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, 2022. 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.
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The following table reflects the types of legal actions pending before the Commission as of March 31, 2022.
Mine (1)
Contests of Citations and Orders
Contests of Proposed Penalties (2)
Complaints for CompensationComplaints of Discharge, Discrimination or InterferenceApplications for Temporary ReliefAppeals of Judges' Decisions or Orders to the Commission
Cripple Creek & Victor— — — 1 — — 
TOTAL— — — 1 — — 
____________________________
(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: zero.
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