Item 1. BUSINESS (dollars in millions, except per share, per ounce and per pound amounts)

Introduction

Newmont Corporation, formerly Newmont Goldcorp Corporation and Newmont Mining Corporation, is primarily a gold producer with significant operations and/or assets in the United States, Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana. At December 31, 2019, Newmont had attributable proven and probable gold reserves of 100.2 million ounces and an aggregate land position of approximately 26,400 square miles (68,300 square kilometers). Newmont is also engaged in the production of copper, silver, lead and zinc. Newmont Corporation’s original predecessor corporation was incorporated in 1921 under the laws of Delaware.

Newmont’s corporate headquarters are in Greenwood Village, Colorado, USA. In this report, “Newmont,” the “Company,” “our” and “we” refer to Newmont Corporation together with our affiliates and subsidiaries, unless the context otherwise requires.

On April 18, 2019, we completed the acquisition of Goldcorp, Inc. (“Goldcorp”) (“the Newmont Goldcorp transaction”). Results of Goldcorp for the period April 18 to December 31, 2019 are included in this report. For further information, see Note 3 to the Consolidated Financial Statements.

On July 1, 2019, we completed the formation of Nevada Gold Mines (“NGM”), in which we hold a 38.5% interest. As part of the formation of NGM, we contributed Carlin, Phoenix, Twin Creeks and Long Canyon (“existing Nevada mining operations”) in exchange for our 38.5% interest. Historically, our Phoenix operations in the United States produced copper as a co-product up until the formation of the Nevada Gold Mines joint venture, effective July 1, 2019 (the “effective date”), at which point copper became a by-product. In the following discussion and analysis, properties, operating statistics, reserves and selected financial data includes our existing Nevada mining operations for the six months ended June 30, 2019 and the years ended December 31, 2018 and 2017. NGM is included for the period July 1 to December 31, 2019, which is presented at our 38.5% proportionate share, unless otherwise indicated. For further information, see Note 4 to the Consolidated Financial Statements.

Segment Information

Our operations are organized in five geographic regions; North America, South America, Australia, Africa and Nevada. Our North America segment consists primarily of Cripple Creek &Victor (“CC&V”) in the United States of America (“U.S.” or “USA”), Red Lake, Musselwhite, Porcupine and Éléonore in Canada and Peñasquito in Mexico. Our South America segment consists primarily of Yanacocha in Peru, Merian in Suriname and Cerro Negro in Argentina. Our Australia segment consists primarily of Boddington, Tanami and Kalgoorlie in Australia. Our Africa segment consists primarily of Ahafo and Akyem in Ghana. Our Nevada segment consists primarily of NGM, Carlin, Phoenix, Twin Creeks and Long Canyon in the USA. At December 31, 2019, our Red Lake and Kalgoorlie mines were held for sale.

See Item 1A, Risk Factors, below, and Note 5 to the Consolidated Financial Statements for further information relating to our reportable segments and assets held for sale. Refer to Note 6 to the Consolidated Financial Statements for information relating to domestic and export sales and lack of dependence on a limited number of customers.

Products

References in this report to “attributable” means that portion of gold, copper, silver, lead or zinc produced, sold or included in proven and probable reserves and mineralized material based on our proportionate ownership, unless otherwise noted.

Gold

General. We had consolidated gold production from continuing operations of 6.4 million ounces (6.0 million attributable gold ounces) in 2019, 5.5 million ounces (5.1 million attributable gold ounces) in 2018 and 5.7 million ounces (5.3 million attributable gold ounces) in 2017. Of our 2019 consolidated gold production, approximately 16% came from North America, 22% from South America, 22% from Australia, 17% from Africa and 23% from Nevada.

For 2019, 2018 and 2017, 93%, 96% and 96%, respectively, of our Sales were attributable to gold. Most of our Sales come from the sale of refined gold. The end product at our gold operations, however, is generally doré bars. Doré is an alloy consisting primarily

of gold but also containing silver and other metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms of our refining agreements, the doré bars are refined for a fee, and our share of the refined gold and the separately-recovered silver is credited to our account or delivered to buyers. A portion of gold sold from Peñasquito in North America, Boddington in Australia and NGM and Phoenix (until the formation of NGM) in Nevada is sold in a concentrate containing other metals such as copper, silver, lead and/or zinc.

Gold Uses. Gold generally is used for fabrication or investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry.

Gold Supply. A combination of mine production, recycling and draw-down of existing gold stocks held by governments, financial institutions, industrial organizations and private individuals make up the annual gold supply. Based on public information available, for the years 2017 through 2019, mine production has averaged approximately 70% of the annual gold supply.

Gold Price. The following table presents the annual high, low and average daily afternoon London Bullion Market Association (“LBMA”) Gold Price over the past ten years on the London Bullion Market ($/ounce):

​	​	​	​	​	​	​	​	​	​	​
Year		High			Low			Average
2010	​	$	1,421	​	$	1,058	​	$	1,225	​
2011	​	$	1,895	​	$	1,319	​	$	1,572	​
2012	​	$	1,792	​	$	1,540	​	$	1,669	​
2013	​	$	1,694	​	$	1,192	​	$	1,411	​
2014	​	$	1,385	​	$	1,142	​	$	1,266	​
2015	​	$	1,296	​	$	1,049	​	$	1,160	​
2016	​	$	1,366	​	$	1,077	​	$	1,251	​
2017	​	$	1,346	​	$	1,151	​	$	1,257	​
2018	​	$	1,355	​	$	1,178	​	$	1,268	​
2019	​	$	1,546	​	$	1,270	​	$	1,393	​
2020 (through February 13, 2020)	​	$	1,584	​	$	1,527	​	$	1,563	​

​

On February 13, 2020, the afternoon LBMA gold price was $1,575 per ounce.

We recognize revenue for doré generally at the prevailing market price when gold bullion credits are delivered to the customer. We recognize revenue for concentrate when control is transferred to the customer, which generally occurs as material passes over the vessel’s rail at the port of loading. We use a provisional price based on the estimated forward price of the month of final settlement. The gold concentrate receivable is marked to market through earnings as an adjustment to revenue until final settlement.

Other Co-product Metals

Generally, if a metal expected to be mined represents more than 10 to 20% of the life of mine sales value of all the metal expected to be mined, the metal is considered a co-product and recognized as Sales in the Consolidated Financial Statements.

In 2019, copper production at Boddington and Phoenix and silver, lead and zinc production at Peñasquito are considered co-products. Copper, silver, lead and zinc sales are generally in the form of concentrate that is sold to smelters for further treatment and refining.

Copper. We had consolidated co-product copper production of 79 million pounds in 2019, 109 million pounds in 2018 and 113 million pounds in 2017. For 2019, 2018 and 2017, 2%, 4% and 4%, respectively, of our Sales were attributable to copper. Of our 2019 copper production, approximately 19% came from Nevada and 81% from Australia.

Silver. We had consolidated co-product silver production of 15.9 million ounces in 2019, which represents 3% of Sales. All of our 2019 silver production came from North America.

Lead. We had consolidated co-product lead production of 108 million pounds in 2019, which represents 1% of Sales. All of our 2019 lead production came from North America.

Zinc. We had consolidated co-product zinc production of 187 million pounds in 2019, which represents 1% of Sales. All of our 2019 zinc production came from North America.

Gold and Other Metals Processing Methods

Doré. Gold is extracted from naturally-oxidized ores by either milling or heap leaching, depending on the amount of gold contained in the ore, the amenability of the ore to treatment and related capital and operating costs. Higher grade oxide ores are generally processed through mills, where the ore is ground into a fine powder and mixed with water into a slurry, which then passes through a carbon-in-leach circuit. Lower grade oxide ores are generally processed using heap leaching. Heap leaching consists of stacking crushed or run-of-mine ore on impermeable, synthetically lined pads where a weak cyanide solution is applied to the surface of the heap to dissolve the gold contained within the ore. In both cases, the gold-bearing solution is then collected and pumped to process facilities to remove the gold by collection on carbon or by zinc precipitation.

Gold contained in ores that are not naturally-oxidized can be directly milled if the gold is liberated and amenable to cyanidation, generally known as free milling ores. Ores that are not amenable to cyanidation, known as refractory ores, require more costly and complex processing techniques than oxide or free milling ore. Higher grade refractory ores are processed through either roasters or autoclaves. Roasters heat finely ground ore to a high temperature, burn off the carbon and oxidize the sulfide minerals that prevent efficient leaching. Autoclaves use heat, oxygen and pressure to oxidize sulfide ores.

Some gold sulfide ores may be processed through a flotation plant or by bio-milling. In flotation, ore is finely ground, turned into slurry, then placed in a tank known as a flotation cell. Chemicals are added to the slurry causing the gold-containing sulfides to attach to air bubbles and float to the top of the tank. The sulfides are removed from the cell and converted into a concentrate that can then be processed in an autoclave or roaster to recover the gold. Bio-milling incorporates patented technology that involves inoculation of suitable crushed ore on an impermeable leach pad with naturally occurring bacteria strains, which oxidize the sulfides over a period of time. The ore is then processed through an oxide mill.

Concentrate. At Peñasquito, sulphide ore is delivered to a crushing and grinding plant which feeds a sulfide processing plant. The sulfide processing plant primarily comprises lead and zinc flotation stages. In the lead and zinc flotation, the slurry is conditioned with reagents to activate the desired minerals and produce lead and zinc concentrate. The lead concentrate is highly enriched in gold and silver concentrate, with a smaller fraction of the precious metal reporting to zinc concentrate. The resulting concentrate is sold to smelters or traders for further processing.

At Boddington and Phoenix, ore containing copper and gold is crushed to a coarse size at the mine and then transported via conveyor to a process plant, where it is further crushed and then finely ground as a slurry. The ore is initially treated by successive stages of flotation resulting in a copper/gold concentrate containing approximately 15% to 20% copper. Flotation concentrates are also processed via a gravity circuit to recover fine liberated gold and then dewatered and stored for loading onto ships or rail for transport to smelters. The flotation tailings have a residual gold content that is recovered in a carbon-in-leach circuit.

C****ompetition

The top 10 producers of gold comprise approximately thirty percent of total worldwide mined gold production. We currently rank as the top gold producer with approximately seven percent of estimated total worldwide mined gold production. Our competitive position is based on the size and grade of our ore bodies and our ability to manage costs compared with other producers. We have a diverse portfolio of mining operations with varying ore grades and cost structures. Our costs are driven by the location, grade and nature of our ore bodies, and the level of input costs, including energy, labor and equipment. The metals markets are cyclical, and our ability to maintain our competitive position over the long term is based on our ability to acquire and develop quality deposits, hire and retain a skilled workforce, and to manage our costs.

Licenses and Concessions

Other than operating licenses for our mining and processing facilities, there are no third party patents, licenses or franchises material to our business. In many countries, however, we conduct our mining and exploration activities pursuant to concessions granted by, or under contracts with, the host government. These countries include, among others, the United States, Canada, Mexico, Peru, Suriname, Argentina, Australia and Ghana. The concessions and contracts are subject to the political risks associated with the host country. See Item 1A, Risk Factors, below.

Condition of Physical Assets and Insurance

Our business is capital intensive and requires ongoing capital investment for the replacement, modernization or expansion of equipment and facilities. For more information, see Liquidity and Capital Resources in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, below.

We maintain insurance policies against property loss and business interruption and insure against risks that are typical in the operation of our business, in amounts that we believe to be reasonable. Such insurance, however, contains exclusions and limitations on coverage, particularly with respect to environmental liability and political risk. There can be no assurance that claims would be paid under such insurance policies in connection with a particular event. See Item 1A, Risk Factors, below.

Environmental Matters

Our mining and exploration activities are subject to various laws and regulations in various jurisdictions governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive.

We conduct our operations so as to protect public health and the environment and believe our operations are in compliance with applicable laws and regulations in all material respects. Each operating mine has a reclamation plan in place that meets in all material respects applicable legal and regulatory requirements. At December 31, 2019, $3,334 was accrued for reclamation costs relating to current or recently producing properties.

We are involved in several matters concerning environmental obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites. Based upon our best estimate of our liability for these matters, $299 was accrued at December 31, 2019 for such obligations associated with properties previously owned or operated by us or our subsidiaries. The amounts accrued for these matters are reviewed periodically based upon facts and circumstances available at the time.

For a discussion of the most significant reclamation and remediation activities, see Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, and Note 7 and Note 32 to the Consolidated Financial Statements.

In addition to legal and regulatory compliance, we have developed complementary programs to guide our Company toward achieving transparent and sustainable environmental and socially responsible performance objectives. We are committed to managing climate change related risks and responsibly managing our greenhouse gas emissions. Newmont has publicly reported annually to the investor-led CDP (formerly Carbon Disclosure Project) since 2004. Our greenhouse gas emissions are independently verified to satisfy all the requirements for emissions reporting under International Standard Organization (“ISO”) 14064-3:2006. We actively participate in the International Council on Mining and Metals (“ICMM”) and are committed to the ICMM’s 10 Principles of Sustainable Development and its commitment to implement the UN Global Compact's 10 principles on human rights, bribery and corruption, labor and the environment. The compliance to the 10 principles and any mandatory requirements set out in ICMM Position Statements is externally assured by Apex Companies LLC (“Apex”), following the ICMM Sustainable Development Framework: Assurance Procedure. Apex also assures our annual sustainability report in accordance with Accountability’s AA1000 Assurance Standard (AA1000 AS 2008). In 2019, the Merian mine in Suriname was certified for the first time as ISO 14001:2015 compliant. Operating sites acquired through the Newmont Goldcorp transaction in 2019 (Musselwhite, Porcupine, Éléonore, Peñasquito and Cerro Negro) have three years to achieve ISO 14001:2015 certification. We plan to transfer these sites to Newmont’s certificate in 2022. All other Newmont operating sites were certified ISO 14001:2015 by Det Norske Veritas Germanischer Lloyd (DNV-GL).

As the third-most transparent reporter in the S&P 500 (as measured by the Bloomberg ESG Disclosure score), we annually report on our sustainability performance using the GRI (formerly Global Reporting Initiative) sustainability reporting guidelines, which are in accordance with the GRI Standards Core option, the GRI Mining and Metals Sector Supplement and the Sustainability Accounting Standards Board (SASB) guidelines for the Extractives and Minerals Processing Sector. In 2019, for the fifth year in a row, Newmont was ranked as the mining and metal sector’s top gold miner by the SAM S&P Corporate Sustainability Assessment, and was named to the Dow Jones Sustainability World Index (“DJSI World”) for the 13th consecutive year. In 2019, Newmont developed a disclosure in response to the Church of England April 10, 2019 request for information concerning tailings dam management. This disclosure provides Newmont’s approach to tailings, communications and risk management; a description of updates to our approach following recent disasters; and an inventory of tailings dam facilities for our operating sites, joint ventures, and subsidiaries. On December 16, 2019 an update was provided to our earlier Church of England Disclosure (provided on June 4, 2019). This disclosure includes two significant changes to Newmont’s tailings portfolio that transpired in 2019: (i) the Newmont

Goldcorp transaction and (ii) the formation of NGM. The updated disclosure now includes all of the tailings storage facilities in our portfolio (owned, operated, joint ventures and non-operated joint ventures) as of the end of 2019.

Health, Safety and Security

We design and conduct our business to protect the health, safety and security of our employees, contractors and visitors and believe that our operations are in compliance with applicable laws and regulations in all material respects. In addition, the Company has an established Health & Safety Management System and Health, Safety and Security Standards that in most cases exceed regulatory requirements in the jurisdictions in which we operate. The quality of our Health & Safety Management System is audited regularly as part of our assurance and governance process.

The safety of our people and the communities in which we operate is a priority core value with the right to life and right to safe working conditions among our most salient human rights and key priorities. We strongly believe it is possible to effectively manage these risks so everyone returns home safely at the end of the day. To embed a fatality, injury and illness free culture, Newmont has centered its health, safety and security activities on four key focus areas: leadership; fatality prevention; occupational health and wellness; and security threat management.

Past tragic events and other significant potential events have driven a refresh of our Fatality Risk Management system. These improvements will continue into 2020 and include a focus on supervisors undertaking fatality risk verifications, a combined field interaction and verification process, a targeted assurance process and the introduction of life saving behaviors. These improvements will be supported by technology including a Fatality Risk Management application.

The core elements of the Fatality Risk Management system remain the same and the focus continues to be on every individual being able to identify and control any fatality risk they are exposed to.

We continue to be committed to learning from and sharing best practices with others. We actively participate in programs to improve our performance as members of the ICMM and the Mining Safety Roundtable. Our university investments include safety improvements through South Dakota School of Mines and Technology together with the Newmont Center at the University of Utah. We also participate in regional health and safety programs, such as the Western Australia Chamber of Minerals and Energy and the Ghana Chamber of Mines.

Employees and Contractors

Approximately 16,600 people were employed by Newmont and Newmont subsidiaries at December 31, 2019. In addition, approximately 15,000 people were working as contractors in support of Newmont’s operations at December 31, 2019.

Forward-Looking Statements

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, silver, lead, zinc 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 share repurchase transactions, debt repayments or debt tender transactions;

	●	statements regarding future dividends and return to shareholders;

	●	estimates regarding future exploration expenditures, results and reserves and mineralized material;

	●	statements regarding fluctuations in financial and currency markets;

	●	estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;

	●	expectations regarding statements regarding future transactions, including, without limitation, statements related to future acquisitions and projected benefits, synergies and costs associated with acquisitions and related matters;

	●	expectations of future equity and enterprise value;

	●	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 local, community, political, economic or governmental conditions and environments;

	●	statements regarding the impacts of changes in the legal and regulatory environment in which we operate, including, without limitation, relating to regional, national, domestic and foreign laws;

	●	statements regarding expected changes in the tax regimes in which we operate, including, without limitation, estimates of future tax rates and estimates of the impacts to income tax expense, valuation of deferred tax assets and liabilities, and other financial impacts resulting from recent changes to U.S. tax laws;

	●	estimates of income taxes and expectations relating to tax contingencies or tax audits;

	●	estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters;

	●	statements relating to potential impairments, revisions or write-offs, including without limitation, the result of fluctuation in metal prices, unexpected production or capital costs, or unrealized reserve potential;

	●	estimates of pension and other post-retirement costs;

	●	statements regarding estimates of timing of voluntary early adoption of recent accounting pronouncements and expectations regarding future impacts to the financial statements resulting from accounting pronouncements;

	●	statements regarding expected closing of pending divestitures, including Red Lake;

	●	estimates of future cost reductions, synergies, savings and efficiencies in connection with full potential programs and initiatives; and

	●	expectations regarding future exploration and the development, growth and potential of operations, projects and investments.

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 include, but are not limited to:

	●	the price of gold, copper, silver, lead, zinc and other metal prices and commodities;

	●	the cost of operations;

	●	currency fluctuations;

	●	geological and metallurgical assumptions;

	●	operating performance of equipment, processes and facilities;

	●	labor relations;

	●	timing of receipt of necessary governmental permits or approvals;

	●	domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;

	●	changes in tax laws;

	●	domestic and international economic and political conditions;

	●	our ability to obtain or maintain necessary financing; and

	●	other risks and hazards associated with mining operations.

More detailed information regarding these factors is included in Item 1, Business; Item 1A, Risk Factors and elsewhere throughout this report. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Available Information

Newmont maintains a website at www.newmont.com and makes available, through the Investor Relations section of the website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). Certain other information, including Newmont’s Corporate Governance Guidelines, the charters of key committees of its Board of Directors and its Code of Conduct are also available on the website.