Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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Form 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR****ITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2019

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE S****ECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-31240

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NEWMONT CORP****ORATION

(Exact name of registrant as specified in its charter)

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Delaware		84-1611629
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
6363 South Fiddler’s Green Circle		80111 (Zip Code)
Greenwood Village**,** Colorado		​
(Address of Principal Executive Offices)		​

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Registrant’s telephone number, including area code (303) 863-7414

Securities registered pursuant to Section 12(b) of the Act:

	​		​
Title of each class	​	Trading Symbol	​	Name of each exchange on which registered
Common stock, par value $1.60 per share	​	NEM	​	New York Stock Exchange

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Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ◻

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ◻ No ☒

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 and post such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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​	Large accelerated filer	☒	​	Accelerated filer	◻
​	Non-accelerated filer	◻	​	Smaller reporting company	☐
​	​	​	​	Emerging growth company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

At June 30, 2019, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $31,446,331,094 based on the closing sale price as reported on the New York Stock Exchange. There were 807,583,184 shares of common stock outstanding on February 13, 2020.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant’s definitive Proxy Statement submitted to the Registrant’s stockholders in connection with our 2020 Annual Stockholders Meeting to be held on April 21, 2020 are incorporated by reference into Part III of this report.

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TABLE OF CONTENTS

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​				Page
​	​	PART I	​	​
2019 RESULTS AND HIGHLIGHTS			​	3
ITEM 1.	​	BUSINESS	​	6
​	​	Introduction	​	6
​	​	Segment Information	​	6
​	​	Products	​	6
​	​	Competition	​	8
​	​	Licenses and Concessions	​	8
​	​	Condition of Physical Assets and Insurance	​	9
​	​	Environmental Matters	​	9
​	​	Health and Safety	​	10
​	​	Employees and Contractors	​	10
​	​	Forward-Looking Statements	​	10
​	​	Available Information	​	12
ITEM 1A.	​	RISK FACTORS	​	12
ITEM 2.	​	PROPERTIES	​	35
​	​	Production and Development Properties	​	35
​	​	Operating Statistics	​	44
​	​	Proven and Probable Reserves	​	47
​	​	Mineralized Material	​	53
ITEM 3.	​	LEGAL PROCEEDINGS	​	57
ITEM 4.	​	MINE SAFETY DISCLOSURES	​	57
​	​	PART II	​	​
ITEM 5.	​	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES	​	58
ITEM 6.	​	SELECTED FINANCIAL DATA	​	59
ITEM 7.	​	MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	60
​	​	Overview	​	60
​	​	Consolidated Financial Results	​	61
​	​	Results of Consolidated Operations	​	66
​	​	Liquidity and Capital Resources	​	73
​	​	Environmental	​	76
​	​	Forward Looking Statements	​	77
​	​	Non-GAAP Financial Measures	​	78
​	​	Accounting Developments	​	88
​	​	Critical Accounting Policies	​	88
ITEM 7A.	​	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	​	94
​	​	Metal Prices	​	94
​	​	Foreign Currency	​	94
​	​	Commodity Price Exposure	​	95
ITEM 8.	​	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	​	96
ITEM 9.	​	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	​	180
ITEM 9A.	​	CONTROLS AND PROCEDURES	​	180
ITEM 9B.	​	OTHER INFORMATION	​	183
​	​	PART III	​	​
ITEM 10.	​	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	​	184
ITEM 11.	​	EXECUTIVE COMPENSATION	​	185
ITEM 12.	​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	​	185
ITEM 13.	​	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	​	186
ITEM 14.	​	PRINCIPAL ACCOUNTING FEES AND SERVICES	​	186
	​	PART IV	​	​
ITEM 15.	​	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	​	187
SIGNATURES			​	SCH-1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS			​	SCH-2

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NEWMONT CORPORATION

2019 RESULTS AND HIGHLIGHTS

(unaudited, in millions, except per share, per ounce and per pound)

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​		2019			2018			2017
Financial Results:	​	​	​	​	​	​	​	​	​
Sales	​	$	9,740	​	$	7,253	​	$	7,379
Gold	​	$	9,049	​	$	6,950	​	$	7,064
Copper	​	$	210	​	$	303	​	$	315
Silver	​	$	253	​	$	—	​	$	—
Lead	​	$	85	​	$	—	​	$	—
Zinc	​	$	143	​	$	—	​	$	—
Costs applicable to sales (1)	​	$	5,195	​	$	4,093	​	$	4,062
Gold	​	$	4,663	​	$	3,906	​	$	3,899
Copper	​	$	145	​	$	187	​	$	163
Silver	​	$	181	​	$	—	​	$	—
Lead	​	$	77	​	$	—	​	$	—
Zinc	​	$	129	​	$	—	​	$	—
Net income (loss) from continuing operations	​	$	2,956	​	$	319	​	$	(71)
Net income (loss)	​	$	2,884	​	$	380	​	$	(109)
Net income (loss) from continuing operations attributable to Newmont stockholders	​	$	2,877	​	$	280	​	$	(76)
Per common share, diluted:	​	​	​	​	​	​	​	​	​
Net income (loss) from continuing operations attributable to Newmont stockholders	​	$	3.91	​	$	0.53	​	$	(0.14)
Net income (loss) attributable to Newmont stockholders	​	$	3.81	​	$	0.64	​	$	(0.21)
Adjusted net income (loss) (2)	​	$	970	​	$	718	​	$	774
Adjusted net income (loss) per share, diluted (2)	​	$	1.32	​	$	1.34	​	$	1.45
Earnings before interest, taxes and depreciation and amortization (2)	​	$	5,954	​	$	2,160	​	$	2,574
Adjusted earnings before interest, taxes and depreciation and amortization (2)	​	$	3,734	​	$	2,584	​	$	2,650
Net cash provided by (used in) operating activities of continuing operations	​	$	2,876	​	$	1,837	​	$	2,139
Free Cash Flow (2)	​	$	1,413	​	$	805	​	$	1,273
Cash dividends declared per common share (3)	​	$	1.44	​	$	0.56	​	$	0.25

(1)	Excludes Depreciation and amortization and Reclamation and remediation.

(2)	See Non-GAAP Financial Measures beginning on page 78.

(3)	A one-time special dividend of $0.88 per share was paid on May 1, 2019 to Newmont shareholders of record as of April 17, 2019.

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NEWMONT CORPORATION

2019 RESULTS AND HIGHLIGHTS

(unaudited, in millions, except per share, per ounce and per pound)

​	​	​	​	​	​	​	​	​	​
​	​	​	Years Ended December 31,
​		​	2019			2018			2017
Operating Results:	​	​	​	​	​	​	​	​	​
Consolidated gold (thousand ounces):	​	​	​	​	​	​	​	​	​
Produced	​	​	6,392	​	​	5,479	​	​	5,654
Sold	​	​	6,465	​	​	5,516	​	​	5,632
Attributable gold (thousand ounces):	​	​	​	​	​	​	​	​	​
Produced (1)	​	​	6,291	​	​	5,101	​	​	5,266
Sold	​	​	6,076	​	​	5,133	​	​	5,243
Consolidated and attributable - other metals:	​	​	​	​	​	​	​	​	​
Produced copper (million pounds)	​	​	79	​	​	109	​	​	113
Sold copper (million pounds)	​	​	80	​	​	110	​	​	111
Produced silver (thousand ounces)	​	​	15,860	​	​	—	​	​	—
Sold silver (thousand ounces)	​	​	15,987	​	​	—	​	​	—
Produced lead (million pounds)	​	​	108	​	​	—	​	​	—
Sold lead (million pounds)	​	​	108	​	​	—	​	​	—
Produced zinc (million pounds)	​	​	187	​	​	—	​	​	—
Sold zinc (million pounds)	​	​	179	​	​	—	​	​	—
Average realized price:	​	​	​	​	​	​	​	​	​
Gold (per ounce)	​	$	1,399	​	$	1,260	​	$	1,255
Copper (per pound)	​	$	2.63	​	$	2.74	​	$	2.83
Silver (per ounce)	​	$	15.79	​	$	—	​	$	—
Lead (per pound)	​	$	0.79	​	$	—	​	$	—
Zinc (per pound)	​	$	0.80	​	$	—	​	$	—
Consolidated costs applicable to sales: (2)(3)	​	​	​	​	​	​	​	​	​
Gold (per ounce)	​	$	721	​	$	708	​	$	692
Gold equivalent ounces - other metals (per ounce)	​	$	858	​	$	782	​	$	784
All-in sustaining costs: (3)	​	​	​	​	​	​	​	​	​
Gold (per ounce)	​	$	966	​	$	909	​	$	890
Gold equivalent ounces - other metals (per ounce)	​	$	1,222	​	$	935	​	$	961

(1)	Attributable gold ounces produced includes 287 thousand ounces from April 18, 2019 through December 31, 2019, related to the Pueblo Viejo mine, which is 40 percent owned by Newmont and accounted for as an equity method investment.

(2)	Excludes Depreciation and amortization and Reclamation and remediation.

(3)	See Non-GAAP Financial Measures beginning on page 78.

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Highlights

	●	Newmont Goldcorp transaction: On January 14, 2019, Newmont Corporation (“Newmont”) entered into a definitive agreement to acquire all outstanding common shares of Goldcorp Inc. (“Goldcorp”). On April 18, 2019, Newmont closed its acquisition of Goldcorp following receipt of all regulatory approvals and approval by Newmont’s and Goldcorp’s shareholders of the resolutions at the shareholder meetings on April 11 and April 4, 2019, respectively, for total cash and non-cash consideration of $9,456 in a primarily stock transaction. The combined company is known as Newmont Corporation, continuing to be traded on the New York Stock Exchange under the ticker NEM and listed on the Toronto Stock Exchange under the ticker NGT.

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	●	Nevada Gold Mines Joint Venture: On July 1, 2019, Newmont and Barrick Gold Corporation (“Barrick”) consummated the transaction establishing Nevada Gold Mines LLC (“NGM”). NGM is owned 38.5% by Newmont and owned 61.5% and operated by Barrick. The formation of NGM diversifies the Company’s footprint in Nevada and allows Newmont to benefit from additional efficiencies through integrated mine planning and processing. The Company accounts for its interest in NGM using the proportionate consolidation method, thereby recognizing its pro-rata share of the assets, liabilities and operations of NGM.

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	●	Net income (loss): Delivered Net income (loss) from continuing operations attributable to Newmont stockholders of $2,877 or $3.91 per diluted share, an increase of $2,597 from the prior year, primarily due to the gain recognized on the formation of NGM, as well as higher production due to the Newmont Goldcorp transaction and higher average realized gold prices.

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	●	Adjusted net income (loss): Delivered Adjusted net income (loss) of $970 or $1.32 per diluted share, a $252 increase from the prior year (See “Non-GAAP Financial Measures” beginning on page 78).

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	●	Adjusted EBITDA: Generated $3.7 billion in Adjusted EBITDA, a 45% increase from the prior year (See “Non-GAAP Financial Measures” beginning on page 78).

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	●	Cash flow: Reported Net cash provided by operating activities of continuing operations of $2.9 billion and free cash flow of $1.4 billion. (See “Non-GAAP Financial Measures” beginning on page 78).

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	●	Portfolio improvements: Assembled a collection of assets in top-tier jurisdictions with the acquisition of Goldcorp and the formation of NGM; successfully delivered four projects on four continents with Tanami Power in Australia, the Borden mine in Canada, Ahafo Mill Expansion in Ghana, and Quecher Main in Peru; approved Tanami Expansion 2 and Autonomous Haulage at Boddington; formed strategic partnerships in GT Gold, Prodigy Gold and Irving Resources to fund exploration activities in Canada, Australia and Japan, respectively; divested the Nimba iron ore project in Guinea; entered into binding agreements to sell Red Lake in Canada and investment holdings in Continental Gold; completed divestiture of the Company’s 50 percent interest in Kalgoorlie Consolidated Gold Mines (“Kalgoorlie”) in Australia.

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	●	Attributable gold production: Produced 6.3 million ounces of gold, an increase of 23% over the prior year.

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Our global project pipeline

Newmont’s capital-efficient project pipeline supports stable production with improving margins and mine life. Near-term development capital projects and recently completed projects are presented below. Additional projects represent incremental improvements to production and cost guidance.

Tanami Expansion 2, Australia. This project secures Tanami’s future as a long-life, low cost producer with potential to extend mine life to 2040 through the addition of a hoisting shaft and supporting infrastructure to achieve higher production and provide a platform for future growth. The expansion is expected to increase average annual gold production by approximately 150,000 to 200,000 ounces per year for the first five years beginning in 2023, and is expected to reduce operating costs by approximately 10 percent. Development capital costs (excluding capitalized interest) since approval were $14, of which $14 related to 2019.

Musselwhite Materials Handling, North America. This project improves material movement from Musselwhite’s two main zones below Lake Opapimiskan. An underground shaft will hoist ore from the underground crushers, reducing haulage distances and ventilation costs. The Company expects the project to be fully operational in mid-2020.

We manage our wider project portfolio to maintain flexibility to address the development risks associated with our projects including permitting, local community and government support, engineering and procurement availability, technical issues, escalating costs and other associated risks that could adversely impact the timing and costs of certain opportunities.

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PART I