Newmont (NEM) 10-K risk factor changes: FY2021 vs FY2020

Efforts to [removed: slow] [added: control] the spread of COVID-19 [removed: have already] impacted the operation of Newmont’s mines and the development of projects and [removed: led] [added: exploration activities and may continue] to [added: do so in] the [removed: temporary cancellation of certain exploration activities.][added: future.]

For example, in order to protect nearby communities and align with government travel restrictions or health considerations [removed: in Argentina, Canada, Peru and Mexico, five] [added: certain] of Newmont’s operations were temporarily put into care and maintenance [removed: during March] [added: resulting in a temporary decrease in production at these sites in 2020] and [removed: April 2020.][added: 2021.]

[removed: Additionally, the] [added: The] Company incurred, and will continue to incur costs as a result of actions taken to protect against the impacts of the COVID-19 pandemic and to comply with local mandates, including but not limited to contributions to the Newmont Global Community Support Fund, additional health screenings, incremental travel, security and [removed: employee related] [added: employee-related] costs.

[removed: Based] [added: Additionally, based] upon evolving contagion rates or occurrences at our operating sites, senior management or the Board may [added: be required to or] decide to reduce [removed: operational activities and] [added: or] limit [added: operational] activities to essential care and maintenance procedures including the management of critical environmental systems.

[removed: Such reductions] [added: Reductions] in our operational activities [added: due to COVID-19] could [added: result in additional sites being placed into care and maintenance for extended periods of time and/or] have a material adverse impact on our business, or financial condition, results of operations and cash flows.

Other impacts of changing government [removed: restriction] [added: restrictions and the evolving health environment] could include prolonged travel restraints, more stringent shipment restraints, delays in product refining and smelting due to restrictions or temporary closures, other supply chain disruptions and workforce interruptions, including loss of life, and reputational damage in connection with challenges or reactions to action or perceived inaction by the Company related to the COVID-19 pandemic, which could have a material adverse effect on the Company’s cash flows, earnings, results of operations and financial position.

Average gold prices for [removed: 2020] [added: 2021] were [removed: $1,770] [added: $1,799] per ounce [removed: (2019: $1,393; 2018: $1,268),] [added: (2020: $1,770; 2019: $1,393),] average copper prices for [removed: 2020] [added: 2021] were [removed: $2.80] [added: $4.23] per pound [removed: (2019: $2.72; 2018: $2.96),] [added: (2020: $2.80; 2019: $2.72),] average silver prices for [removed: 2020] [added: 2021] were [removed: $20.55] [added: $25.12] per ounce [removed: (2019:] [added: (2020: $20.55; 2019:] $16.21), average lead prices for [removed: 2020] [added: 2021] were [removed: $0.83] [added: $1.00] per pound [removed: (2019:] [added: (2020: $0.83; 2019:] $0.91) and average zinc prices for [removed: 2020] [added: 2021] were [removed: $1.03] [added: $1.36] per pound [removed: (2019:] [added: (2020: $1.03; 2019:] $1.16).

- Reduce or eliminate the profit that we currently expect from ore stockpiles and ore on leach pads and increase the likelihood and amount that the Company might be required to record [removed: as an impairment charge] [added: write downs] related to the carrying value of its stockpiles and ore on leach pads;

[removed: Producers of gold, silver, copper, zinc, lead and other metals] [added: Mining companies] must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital.

Other than historical operating results, all of these factors are uncertain and may have an impact on our revenue, our cash flow and other operating issues, as well as contributing to the uncertainties related to the process used to estimate [removed: ore reserves.][added: reserves and resources.]

Estimates of proven and probable reserves and [removed: mineralized material] [added: measured, indicated and inferred resources] are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

The reserves stated in this report represent the amount of gold, copper, silver, lead and zinc that we estimated, at December 31, [removed: 2020,] [added: 2021,] could be economically and legally extracted or produced at the time of the reserve determination.

If our reserve estimations are required to be revised [removed: using] [added: due to] significantly lower gold, silver, zinc, copper and lead [removed: prices as a result of a decrease in commodity] prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, this could result in material write-downs of our investment in mining properties, goodwill and increased amortization, reclamation and closure charges.

Additionally, [removed: the term “mineralized material”] [added: resource] does not indicate proven and probable reserves as defined by the SEC or the Company’s standards.

Estimates of [removed: mineralized material] [added: measured, indicated and inferred resources] are subject to further exploration and development, and are, therefore, subject to considerable uncertainty.

The Company cannot be certain that any part or parts of the [removed: mineralized material deposit] [added: resource] will ever be [removed: confirmed or] converted into [removed: SEC Industry Guide 7 compliant reserves or that mineralized material can be economically or legally extracted.][added: reserves.]

In addition, if the price of gold, silver, copper, zinc or lead declines from recent levels, if production costs increase, grades decline, recovery rates decrease or if applicable laws and regulations are adversely changed, the indicated level of recovery may not be realized or mineral reserves or [removed: mineralized material] [added: resources] might not be mined or processed profitably.

If we determine that certain of our [removed: ore] [added: mineral] reserves have become uneconomic, this may ultimately lead to a reduction in our aggregate reported reserves and [removed: mineralized material.][added: resources.]

Consequently, if our actual mineral reserves and [removed: mineralized material] [added: resources] are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired.

These estimates are periodically updated to reflect changes in our operations, including modifications to our proven and probable reserves and [removed: mineralized material,] [added: resources,] revisions to environmental obligations, changes in legislation and/or our [added: political or economic environment, and other significant events associated with mining operations.]

Management makes multiple assumptions in estimating future [removed: undiscounted] cash flows, which include [removed: productions] [added: production] levels based on life of mine plans, future costs of production, estimates of future production levels based on value beyond proven and probable reserves at [removed: the] [added: our] operations, prices of metals, the historical experience of [removed: the] [added: our] operations and other factors.

We may be required to recognize material non-cash charges relating to impairments of long-lived assets and/or goodwill in the future if actual results differ materially from management’s estimates, which include metal prices, our ability to reduce or control production [added: costs] or capital costs through strategic mine optimization initiatives, increased costs or decreased production due to regulatory issues or if we do not realize the mineable [removed: ore reserves] [added: reserves, resources] or exploration potential at our mining properties.

If an impairment charge is incurred, such charges are not reversible at a later date even when favorable modifications to our proven and probable reserves and [removed: mineralized material,] [added: measured, indicated and inferred resources,] favorable revisions to environmental obligations, favorable changes in legislation and/or our political or economic environment, [removed: and] [added: or] other favorable events occur.

We could have significant increases in capital and operating costs over the next several years in connection with [removed: the development of] new [removed: projects] [added: projects, costs related to closure reclamation activities,] and in the sustaining and/or expansion of existing mining and processing operations.

[removed: In addition,] [added: Additionally,] we may be held responsible for the costs of addressing contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future.

For a more detailed description of potential environmental liabilities, see the discussion in Environmental Matters in Note [removed: 31] [added: 26] to the Consolidated Financial Statements.

We are dependent upon information technology and operational technology [removed: systems in the conduct of our operations.][added: systems.]

Our [removed: information] systems, and those of our third-party service providers and vendors, may be targeted by increasingly sophisticated threat actors.

[removed: These threats include continually evolving cybersecurity risks from] a variety of sources, including, without limitation, malware, computer viruses, cyber threats, extortion, employee error, malfeasance, security breaches, cyber-attacks, natural disasters and defects in design.

Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, [removed: targets] and [removed: consequences.][added: the increasing sophistication of the threat actors.]

Additionally, unauthorized parties may attempt to gain access to these systems [removed: or our] [added: for company] information through fraud or other means of deceiving our third-party service providers, employees or vendors.

Although [removed: such] [added: the 2020] attempts [added: and other cyber incidents] to date have not resulted in any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks.

In addition, as technologies evolve and these cybersecurity attacks become more sophisticated, we may incur significant costs to upgrade or enhance our security measures to protect against such attacks and we may face difficulties in fully anticipating or implementing adequate preventive measures or mitigating potential [removed: harm, which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.][added: harm.]

Such efforts may [removed: incur significant costs and yet] prove insufficient to deter future cybersecurity attacks or prevent all security breaches.

Because we beneficially own less than a majority of the ownership [added: and governance] interests in NGM, we have limited control of NGM’s operations and we depend [removed: in part] on Barrick to operate NGM.

[removed: In the event that Barrick has] interests, objectives and incentives with respect to NGM that differ from our own, there can be no assurance that we will be able to resolve such disagreement in our favor.

Additionally, to the extent NGM is subject to liabilities or litigation, we [removed: could] [added: would] be [removed: required to become] responsible for a proportional share of certain liabilities and/or NGM’s operations could be impacted, which could have an adverse impact on the Company’s cash flows, earnings, results of operations and financial position.

See Note [removed: 20] [added: 16] to the Consolidated Financial Statements for more [removed: information.][added: information including with respect to loan agreements with Pueblo Viejo.]

In addition, many emerging [removed: markets] [added: market] countries require consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction.

For more [removed: information on Argentina’s temporary foreign currency controls,] [added: information,] see Results of Consolidated Operations and Foreign Currency Exchange Rates sections in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations.

The global COVID-19 pandemic has had major impacts on the world, our industry and our Company.

Despite the strong protocols we have in place, COVID-19, the delta and omicron variants and other new variants which may emerge present ongoing risks and challenges, and is expected to continue to impact our people, operations and surrounding Communities.

The governments in many of the jurisdictions in which we operate implemented restrictive measures such as travel bans, quarantine and self-isolation at various times during the pandemic and may do so again in the future.

The scope and duration of any such restrictions remains outside of the Company’s control.

Additionally, the majority of our sites experienced pandemic-related absenteeism in 2021.

With the surge of the omicron variant in January 2022, the Company is continuing to experience reduced staffing and absenteeism at several sites.

Inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility.

If indicators of impairment are determined to exist at our mine operations, and an impairment charge is incurred, such charges are not

reversible at a later date even when favorable modifications to our proven and probable reserves and measured, indicated and inferred resources, favorable revisions to environmental obligations, favorable changes in legislation and/or our political or economic environment, and other favorable events occur.

Our operational costs, including, without limitation, labor costs, can be impacted by inflation.

A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow.

In 2017, Yanacocha submitted a modification to its previously approved compliance achievement plan to the Mining Ministry (“MINEM”).

The Company did not receive a response or comments to this submission until 2021 and is in the process of updating its compliance achievement plan to address these comments.

During this interim period, Yanacocha separately submitted an Environmental Impact Assessment 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 non-compliance may result beyond January 2024.

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 closure costs while preserving optionality for potential future projects at Yanacocha.

These ongoing studies, which will extend beyond the current year, were progressed in the fourth quarter of 2021 as the study team continued to evaluate and revise assumptions and estimated costs of changes to the reclamation plan.

While certain estimated costs remain subject to revision, in conjunction with the Company’s annual 2021 update process for all asset retirement obligations, the Company recorded an increase of $1,597 to the Yanacocha reclamation liability based on the progress of the closure studies with a corresponding non-cash charge of $1,554 recorded to reclamation expense related to portions of site operations no longer in production with no expected substantive future economic value and $43 recorded as an increase to the asset retirement cost for producing areas of the operation.

The annual 2021 update included an initial consideration of known risks (including the associated risk that water treatment estimates could change in the future as more work is completed).

However, these and other 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 Yanacocha closure studies are expected to be progressed in 2022 and continue in the future.

Future material increases or decreases to the asset retirement obligation could occur as additional analyses are completed and further refinements to water quality and volume modeling are completed.

Additionally, revisions to the Yanacocha reclamation plan may change in connection with the Company’s ultimate submission and review of the plan with Peruvian regulators.

Refer to Notes 6 and 26 of our Consolidated Financial Statements for information regarding reclamation and remediation, and Note 1 of our Consolidated Financial Statements regarding the Company’s interest in Yanacocha.

We have also provided greater transparency on environmental, social and governance performance in response to stakeholder engagement and requests in recent years, and provide supplemental disclosures in our Annual Sustainability Report and other sustainability reports on our website in connection with stakeholder concerns and issues.

Such increased transparency may result in greater scrutiny and impact how the Company is perceived.

The operating and control systems at our mines increasingly leverage technology-based solutions based on a combination of on-premises and cloud-based platforms.

These systems are crucial for operating our mines safely and efficiently.

These threats include continually evolving cybersecurity risks from

For example, in 2020, we detected a cyberattack on our systems.

Although we were able to respond quickly to stop the continued spread of the threat, it took significant time and resources to fully identify the scope of the attack and to recover our systems and data.

The cost of responding to and remediating such event was immaterial.

While we maintain general insurance, we no longer maintain specific insurance policies covering cybersecurity risk due to increased premium costs and restrictions to coverage, and, as such, any events for which we are not insured may results in additional costs and could affect our results of operations and financial position.

In the event that Barrick has

Joint venture funding requirements, as well as the ability of partners to meet their financial and other obligations, may result in increases to our costs and required capital expenditures.

Financial Risk

For example, Argentina has been considered a hyperinflationary environment with a cumulative inflation rate of over 100% for the last four years.

In March 2020, the World Health Organization declared COVID-19 a pandemic.

The COVID-19 pandemic has had an ongoing material impact on the global economy, the duration of which remains uncertain.

The COVID-19 pandemic has also disrupted global supply chains and workforce participation, including our own, and created significant volatility and disruption of financial markets.

While the medical community is progressing development of vaccines and other treatment options and governmental agencies, private agencies and the Company seek to mitigate the spread of COVID-19, the efficacy and timing of such measures remains uncertain.

For companies, such as Newmont, that operate in multiple jurisdictions, disadvantage and risk of loss due to the limitations of certain local health systems and infrastructure to contain diseases and potential endemic health issues may occur.

A number of governments declared states of emergency and implemented restrictive measures such as travel bans, quarantine and self-isolation.

Whether additional isolation or restrictions on non-essential business will be put in place again in the future (such as a stay-in, shelter-in place or similar orders) as a COVID-19 mitigation initiative, whether mining will be considered an essential business (and therefore exempt and able to maintain its business operations as adjusted for COVID-19 risks) and the duration of any such orders will remain outside of the Company’s control and are subject to the regulations issued by the respective governments.

Although all such sites safely recommenced activities, if there is an increase in incidents of COVID-19 in those countries or regions or other

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

jurisdictions in which the Company operates, there may be further restrictions put in place by the governments or the Company which could result in an adverse impact to operations and productivity at those sites.

The impact of this pandemic could include additional sites being placed into care and maintenance.

The full extent to which COVID-19 impacts the Company will depend on future developments, including the roll out and effectiveness of the COVID-19 vaccines, which remain uncertain.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

In 2018, the SEC adopted amendments to the disclosure requirements for mining registrants.

Under these new rules, SEC Industry Guide 7 will be rescinded and replaced with the disclosure standards under new Regulation S-K Subpart 1300.

SEC Industry Guide 7 remains in effect, subject to a transition period.

Newmont will be required to comply with the new rules for fiscal years 2021 and after.

Accordingly, future adjustment to estimates of reserves or mineralized material will occur due to the differing standards under the new requirements including, but not limited to, the replacement of our estimate of mineralized material with an estimate of

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

“mineral resources.” In addition, certain provisions of the new disclosure standards are more restrictive and/or prescriptive than those used in other regulatory jurisdictions resulting in variation on declarations and disclosures from those of our non-US joint-venture partners and competitors.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

political or economic environment, and other significant events associated with mining operations.

For example, we have conducted extensive remediation work at two inactive sites in the United States.

In addition, we are conducting remediation activities at a third site in the United States, an inactive uranium mine and associated mill site formerly operated by one of our subsidiaries and reclamation of several closed mine sites acquired with the Goldcorp transaction in Guatemala and California.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

Recently we have received increased demands from stakeholders for greater transparency on environmental, social and governance performance at the site level.

We developed a responsible sourcing strategy to attempt to respond and provided supplemental disclosures in our Beyond the Mine Annual Sustainability Report.

For disclosure on the nature of the cases and community complaints and grievances arising from the grievance mechanism or helpline, please refer to our Beyond the Mine Annual Sustainability Report available on our website.

For instance, we review our cybersecurity controls against current industry threats and partner with security vendors to assist with protecting our network and data resources through activities such as penetration and vulnerability testing, assessments against current cybersecurity standards, and leveraging industry recommendations from both independent vendors as well as industry partners.

These efforts are designed to address any remediation actions through our ongoing cyber security program.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

For example, Bullion Monarch Mining Inc. (“Bullion Monarch”) has alleged the existence of a 1% net smelter royalty on production over an area of interest encompassing the Northern Carlin Trend and covering much of the Carlin Complex.

Bullion Monarch has filed suits in U.S. federal and state courts seeking to enforce the alleged royalty with respect to historical and future production from the Carlin Complex.

Although NGM and Barrick dispute the existence of the alleged royalty and defending these claims, an adverse outcome could negatively impact NGM’s profitability.

In 2020, the Company and Barrick entered into an agreement with Pueblo Viejo to provide additional funding of up to $1,300 ($520 attributable to Newmont's 40% ownership interest) through a loan facility for the expansion of Pueblo Viejo's operations.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

Financial Risks

For example, in September 2019, Argentina imposed foreign currency controls.

See also "*Our Merian operation in Suriname is subject to political and economic risks"* for information regarding the devaluation of the Surinamese dollar.

Inflation may have a material adverse effect on results of operations.

[added: Changes in the] market price of copper, silver, lead and zinc also affect our profitability and cash flow.

Decreases in the market price of metals can significantly affect the value of our product inventory, stockpiles and leach [removed: pads,] [added: pad inventory,] and it may be necessary to record a write-down to the net realizable value.

The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at December 31, [removed: 2020] [added: 2021] included production cost and capitalized expenditure assumptions unique to each operation, [removed: a short-term] and [removed: long-term gold price of $1,874 and $1,500 per ounce, respectively, a short-term and long-term copper price of $3.25 and $3.00 per pound, respectively, a short-term and long-term silver price of $24.39 and $18.00 per ounce, respectively, a short-term and long-term lead price of $0.86 and $1.05 per pound, respectively, a short-term and long-term zinc price of $1.19 and $1.30 per pound, respectively, a short-term and long-term U.S. to Australian dollar exchange rate of $0.73 and $0.77, respectively, a short-term and long-term U.S. to Canadian dollar exchange rate of $0.77 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] [added: the following] short-term and long-term [removed: U.S. dollar to Argentinian Peso exchange rate of $0.01 and $0.02, respectively.][added: assumptions:]

For information concerning the sensitivity of our stockpiles and ore on leach pads to changes in metal price, see the Critical Accounting [removed: Policies] [added: Estimates] section in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operation.

For information concerning the sensitivity of our impairment analysis over long-lived assets and goodwill to changes in metal price, see the Critical Accounting [removed: Policies] [added: Estimates] section in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of [removed: Operation.][added: Operation, and Note 2 and Note 20 to the Consolidated Financial Statements.]

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 [removed: sale*s] [added: sales*] per [removed: ounce/pound] [added: ounce/ pound] to the extent costs are paid in local currency at foreign operations.

The embedded derivative, which [removed: does] [added: is] not [removed: qualify] [added: designated] for hedge accounting, is marked to market through earnings each period prior to final settlement.

The Company does not currently hold instruments that are designated to hedge against the potential impacts due to market price changes in metals.

Consideration of these impacts are discussed below.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Short-term Assumption | | | | | | Long-term Assumption | | |

| Gold price (per ounce) | | | $ | 1,795 | | | | | $ | 1,500 | |

| Copper price (per pound) | | | $ | 4.40 | | | | | $ | 3.00 | |

| Silver price (per ounce) | | | $ | 23.33 | | | | | $ | 20.00 | |

| Lead price (per pound) | | | $ | 1.06 | | | | | $ | 1.05 | |

| Zinc price (per pound) | | | $ | 1.53 | | | | | $ | 1.30 | |

| U.S. to Australian dollar exchange rate | | | $ | 0.73 | | | | | $ | 0.77 | |

| U.S. to Canadian dollar exchange rate | | | $ | 0.79 | | | | | $ | 0.80 | |

| U.S. dollar to Mexican Peso exchange rate | | | $ | 0.05 | | | | | $ | 0.05 | |

| U.S. dollar to Argentinian Peso exchange rate | | | $ | 0.01 | | | | | $ | 0.01 | |

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 15 to our Consolidated Financial Statements for further information pertaining to the fair value of our fixed rate debt.

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 December 31, 2021.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 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) | | | 171 | | | | | | $ | 1,807 | | | | | $ | 20 | | | | | $ | 1,806 | |

| Copper (pounds/millions) | | | 25 | | | | | | $ | 4.39 | | | | | $ | 8 | | | | | $ | 4.40 | |

| Silver (ounces/millions) | | | 5 | | | | | | $ | 23.09 | | | | | $ | 7 | | | | | $ | 23.09 | |

| Lead (pounds/millions) | | | 22 | | | | | | $ | 1.06 | | | | | $ | 1 | | | | | $ | 1.06 | |

| Zinc (pounds/millions) | | | 58 | | | | | | $ | 1.62 | | | | | $ | 6 | | | | | $ | 1.65 | |

____________________________

(1)The closing settlement price as of December 31, 2021 is determined utilizing the London Metal Exchange for copper, lead and zinc and the LBMA for gold and silver.

Changes in the

As part of our regular review of economic assumptions management determined to increase the long-term gold price assumption from $1,300 to $1,500 during the third quarter of 2020.

An impairment loss is measured and recorded for long-lived assets based on the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts.

An impairment loss is measured and recorded for goodwill based on the carrying amount of the reporting unit and its fair value.

Fair value is typically determined through the use of an income approach utilizing estimates of discounted future cash flows or a market approach utilizing recent transaction activity for comparable properties.

The estimated undiscounted cash flows used to assess recoverability of long-lived assets and the fair value of reporting units are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and management’s projections for long-term average metal prices.

Additionally, if a sustained weakening of the U.S. dollar in relation to other foreign currencies that impact our cost structure were not mitigated by offsetting increases in the U.S. dollar metal prices or by other factors, the amount of proven and probable reserves in the applicable foreign country could be reduced as certain proven and probable reserves may no longer be economic.

The extent of any such reduction would be dependent on a variety of factors, including the length of time of any such weakening of the U.S. dollar and management’s long-term view of the applicable exchange rate.

Foreign currency exchange rates in relation to the U.S. dollar have not had a material impact on our determination of proven and probable reserves in the past.

However, future reductions of proven and probable reserves could result in reduced sales and increased *Depreciation and amortization* and, depending on the level of reduction, this could also result in impairments of long-lived assets and goodwill.

The below sensitivity analysis is based on a historical price volatility of the respective metal prices.

At December 31, 2020, Newmont had gold sales of 224,000 ounces priced at an average of $1,890 per ounce, subject to final pricing over the next several months.

Each 10% change in the price for provisionally priced gold sales would have an approximate $29 effect on our *Net income (loss) attributable to Newmont stockholders*.

The London Bullion Market Association P.M. closing settlement price at December 31, 2020 for gold was $1,888 per ounce.

At December 31, 2020, Newmont had copper sales of 12 million pounds priced at an average of $3.52 per pound, subject to final pricing over the next several months.

Each 10% change in the price for provisionally priced copper sales would have an approximate $3 effect on our *Net income (loss) attributable to Newmont stockholders*.

The LME closing settlement price at December 31, 2020 for copper was $3.51 per pound.

At December 31, 2020, Newmont had silver sales of 4 million ounces priced at an average of $26.50 per ounce, subject to final pricing over the next several months.

Each 10% change in the price for provisionally priced silver sales would have an approximate $7 effect on our *Net income (loss) attributable to Newmont stockholders*.

The London Bullion Market Association closing settlement price at December 31, 2020 for silver was $26.45 per ounce.

At December 31, 2020, Newmont had lead sales of 25 million pounds priced at an average of $0.90 per pound, subject to final pricing over the next several months.

Each 10% change in the price for provisionally priced lead sales would have an approximate $1 effect on our *Net income (loss) attributable to Newmont stockholders*.

The LME closing settlement price at December 31, 2020 for lead was $0.89 per pound.

At December 31, 2020, Newmont had zinc sales of 54 million pounds priced at an average of $1.24 per pound, subject to final pricing over the next several months.

Each 10% change in the price for provisionally priced zinc sales would have an approximate $4 effect on our *Net income (loss) attributable to Newmont stockholders*.

The LME closing settlement price at December 31, 2020 for zinc was $1.24 per pound.

At December 31, [removed: 2020,] [added: 2021,] Newmont had attributable proven and probable gold reserves of [removed: 94.2] [added: 92.8] million [added: ounces, measured and indicated gold resources of 68.3 million] ounces and an aggregate land position of approximately [removed: 22,700] [added: 24,300] square miles [removed: (58,900] [added: (62,800] square kilometers).

Newmont Corporation was incorporated in 1921 and [removed: is completing] [added: completed] its 100th year [removed: as the world’s leading gold company.][added: in 2021.]

Results of Goldcorp for the period April 18 to December 31, 2019 and the [removed: year] [added: years] ended December 31, 2020 [added: and December 31, 2021] are included in this report.

Results of our existing Nevada mining operations for the six months ended June 30, 2019 [removed: and the year ended December 31, 2018] are included in this report.

NGM is included for the period July 1 to December 31, 2019 and the [removed: year] [added: years] ended December 31, [removed: 2020,] [added: 2020 and December 31, 2021,] which [removed: is] [added: are] presented at our 38.5% proportionate share, unless otherwise indicated.

For further information, see Note [removed: 32] [added: 1] to the Consolidated Financial Statements.

Our operations are organized in five geographic [removed: regions;] [added: regions:] North America, South America, Australia, Africa and Nevada.

Our South America segment consists primarily of Yanacocha in Peru, Merian in Suriname, Cerro Negro in Argentina and our 40% equity interest in the Pueblo Viejo [removed: mine.][added: mine in the Dominican Republic.]

Our Nevada segment consists of [added: our 38.5% interest in] NGM.

See Note [removed: 32] [added: 1] to the Consolidated Financial Statements for further information.

See Note 10 to the Consolidated Financial Statements for further information on our [removed: assets held for sale.][added: asset sales.]

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 [removed: mineralized material] [added: measured, indicated and inferred resources] based on our proportionate ownership, unless otherwise noted.

*General.* We had consolidated gold production from continuing operations of [removed: 5.8] [added: 5.9] million ounces [removed: (5.5] [added: (5.6] million attributable gold ounces) in [removed: 2020, 6.4] [added: 2021, 5.8] million ounces [removed: (6.0] [added: (5.5] million attributable gold ounces) in [removed: 2019] [added: 2020] and [removed: 5.5] [added: 6.4] million ounces [removed: (5.1] [added: (6.0] million attributable gold ounces) in [removed: 2018.][added: 2019.]

Of our [removed: 2020] [added: 2021] consolidated gold production, approximately [removed: 25%] [added: 27%] came from North America, [removed: 17%] [added: 16%] from South America, 20% from Australia, 15% from Africa and [removed: 23%] [added: 22%] from Nevada.

For [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018, 90%, 93%] [added: 2019, 86%, 90%] and [removed: 96%,] [added: 93%,] respectively, of our *Sales* were attributable to gold.

Doré is sent to refiners to produce bullion that meets the required market [removed: standard of 99.95% gold.]

Based on public information available, for the years [removed: 2018] [added: 2019] through [removed: 2020,] [added: 2021,] mine production has averaged approximately [removed: 70%] [added: 75%] of the annual gold [removed: supply.][added: supply with the remainder primarily sourced from recycled gold.]

| Year | | | [removed: | | |] High | | | | | | Low | | | | | | Average | | |

| 2012 | | | [removed: | | |] $ | 1,792 | | | | | $ | 1,540 | | | | | $ | 1,669 | |

| 2013 | | | [removed: | | |] $ | 1,694 | | | | | $ | 1,192 | | | | | $ | 1,411 | |

| 2014 | | | [removed: | | |] $ | 1,385 | | | | | $ | 1,142 | | | | | $ | 1,266 | |

| 2015 | | | [removed: | | |] $ | 1,296 | | | | | $ | 1,049 | | | | | $ | 1,160 | |

| 2016 | | | [removed: | | |] $ | 1,366 | | | | | $ | 1,077 | | | | | $ | 1,251 | |

| 2017 | | | [removed: | | |] $ | 1,346 | | | | | $ | 1,151 | | | | | $ | 1,257 | |

| 2018 | | | [removed: | | |] $ | 1,355 | | | | | $ | 1,178 | | | | | $ | 1,268 | |

| 2019 | | | [removed: | | |] $ | 1,546 | | | | | $ | 1,270 | | | | | $ | 1,393 | |

| 2020 | | | [removed: | | |] $ | 2,067 | | | | | $ | 1,474 | | | | | $ | 1,770 | |

On February [removed: 11, 2021,] [added: 17, 2022,] the afternoon LBMA gold price was [removed: $1,840] [added: $1,893] per ounce.

See Note 2 [added: to the Consolidated Financial Statements] for information on how we recognize revenue for gold sales from doré production.

Generally, if a metal expected to be mined represents more than [removed: 10] [added: 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 [added: 2021 and] 2020, copper production at Boddington and silver, lead and zinc production at Peñasquito are considered co-products.

In 2019, copper production at Boddington and Phoenix (until the formation of NGM) [removed: and silver, lead and zinc production at Peñasquito] were considered co-products.

[removed: All] [added: (2)All] of our [added: 2021,] 2020 [removed: silver] [added: and 2019 silver, lead and zinc co-product] production came from North America.

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 [removed: circuit.][added: circuit to recover the gold.]

Higher grade refractory ores are processed through either [added: roasters or autoclaves.]

The lead concentrate is highly enriched in gold and silver, with a smaller fraction of the precious metal [removed: reporting to] [added: recovered in the] zinc concentrate.

The top 10 producers of gold comprise approximately [removed: thirty] [added: twenty-five] percent of total worldwide mined gold production.

We currently rank as the top gold producer with approximately [removed: six] [added: five] percent of estimated total worldwide mined gold production.

[removed: Our sustainability strategy] [added: ESG] is a [removed: foundational element in achieving] [added: key part of how we make investment decisions and central to] our [added: culture and] purpose to create value and improve lives through sustainable and responsible mining.

[added: *Climate Change.*] We accept the Intergovernmental Panel on Climate Change’s ("IPCC") assessment of climate [removed: science] [added: science,] and [added: we] acknowledge that human activities contribute to climate change and business has an important role in addressing this global challenge.

As the world’s leading gold company, Newmont remains committed to creating value and improving lives through sustainable and responsible mining.

Additionally, the Pueblo Viejo mine, which is 40% owned by Newmont and accounted for as an equity method investment, produced 0.3, 0.4, and 0.3 million attributable gold ounces for the years ended December 31, 2021, 2020 and 2019, respectively.

standard of 99.95% gold.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2022 (through February 17, 2022) | | | $ | 1,893 | | | | | $ | 1,788 | | | | | $ | 1,822 | |

| 2021 | | | $ | 1,943 | | | | | $ | 1,684 | | | | | $ | 1,799 | |

The following table details consolidated co-product production and the percentage of *Sales* that was attributable to copper, silver, lead and zinc for the years ended 2021, 2020, and 2019:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | | | | 2020 | | | | | | | | | 2019 | | | | | |

| | | | Co-product Production | | | Sales as % of Total Sales | | | | | | Co-product Production | | | Sales as % of Total Sales | | | | | | Co-product Production | | | Sales as % of Total Sales | | |

| Copper (pounds / millions) (1) | | | 71 | | | 2 | | % | | | | 56 | | | 1 | | % | | | | 79 | | | 2 | | % |

| Silver (ounces / millions) (2) | | | 31.4 | | | 5 | | % | | | | 27.8 | | | 5 | | % | | | | 15.9 | | | 3 | | % |

| Lead (pounds / millions) (2) | | | 177 | | | 2 | | % | | | | 179 | | | 1 | | % | | | | 108 | | | 1 | | % |

| Zinc (pounds / millions) (2) | | | 435 | | | 5 | | % | | | | 381 | | | 3 | | % | | | | 187 | | | 1 | | % |

____________________________

(1)All of our 2021 and 2020 copper co-product production came from Australia; In 2019, all of our copper co-product production came from Australia and Phoenix (until the formation of NGM).

By-product Metals

If a metal expected to be mined falls below the co-product sales value percentages, the metal is considered a by-product.

Revenues from by-product sales, which are immaterial, are credited to *Costs applicable to sales* in the Consolidated Financial Statements.

Aside from the co-product sales at Boddington and Peñasquito, copper and silver are produced as a by-product at all other Newmont sites.

*ESG Overview.* Focusing on leading environmental, social and governance practices has been a core part of Newmont’s business for more than 30 years.

*ESG Stakeholder Engagement*.

We engage regularly with relevant stakeholders, who we consider to be any person or organization potentially impacted by our activities or influential to our success, which allows us to gain a greater understanding of their needs, interests and perspectives while, at the same time, encouraging shared decision making to promote mutually beneficial outcomes.

These engagements also inform what information is most useful for stakeholders for the purposes of our non-financial reporting.

Newmont also engages with a variety of organizations at a global, regional, national and local level to adhere to high standards of governance, social and environmental policies and performance.

These memberships and voluntary commitments reflect our values, support our approach to working collaboratively on best practices across several key matters and allow external stakeholders to hold us accountable.

Our participation in industry initiatives, wherein we often take a leadership role, allows us to inform and influence global standards and practices, as well as gain insight into emerging expectations and issues.

*ESG Reporting*.

We believe that transparency and accountability are key attributes of governance.

Since 2003, Newmont has been reporting on how we manage the sustainability issues of relevance to stakeholders around the globe.

Our sustainability report provides an annual review of non-financial performance updates on governance, strategy and management approach, risk management, and performance in key areas that include health, safety and security, workforce, the environment, supply chain, social acceptance, business integrity and compliance, value sharing, equity, inclusion and diversity domains.

Our sustainability report is compiled in accordance with the Global Reporting Initiative's ("GRI") Standards Core option, the GRI Mining and Metals Sector Supplement, and the Value Reporting Foundation's SASB Metals & Mining standards, is externally assured, and reflects Newmont’s commitment to transparency and reporting obligations as a founding member of the International Council on Mining and Metals and as an early adopter of the United Nations ("UN") Guiding Principles Reporting Framework.

Newmont’s sustainability reporting suite also includes our climate report, sustainability-linked bond framework, ESG data tables, conflict-free gold report, policy influence disclosures, political spending disclosures, economic impact reports, CDP (formerly, “Carbon Disclosure Project”) responses, and other reports and responses, which can be found on our website at www.newmont.com/sustainability.

The information on our website, including, without limitation, in the annual sustainability report and climate report, should not be deemed incorporated by reference into this annual report or otherwise “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Environmental Practices

It is our firm belief that climate change is one of the greatest global challenges of our time.

*Climate Targets and Initiatives to Achieve.* As the world’s leading gold mining company, we believe that value-creation industries like mining have a responsibility to drive bold actions and innovation to transition us to a low-carbon economy.

Our 2030 targets have been approved and validated by the Science-Based Targets Initiative (SBTi), which ensures that our targets support the Paris Agreement’s goal of limiting global warming to well below 2 degrees Celsius compared to pre-industrial levels.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2011 | | | | | | $ | 1,895 | | | | | $ | 1,319 | | | | | $ | 1,572 | |

| 2021 (through February 11, 2021) | | | | | | $ | 1,943 | | | | | $ | 1,786 | | | | | $ | 1,856 | |

In 2018, copper production at Boddington and Phoenix were considered co-products.

*Copper.* We had consolidated co-product copper production of 56 million pounds in 2020, 79 million pounds in 2019 and 109 million pounds in 2018.

For 2020, 2019 and 2018, 1%, 2% and 4%, respectively, of *Sales* were attributable to copper.

All of our 2020 copper production came from Australia.

*Silver.* We had consolidated co-product silver production of 27.8 million ounces in 2020 and 15.9 million ounces in 2019.

For 2020 and 2019, 5% and 3%, respectively, of *Sales* were attributable to silver.

*Lead.* We had consolidated co-product lead production of 179 million pounds in 2020 and 108 million pounds in 2019.

For 2020 and 2019, 1% and 1%, respectively, of *Sales* were attributable to lead.

All of our 2020 lead production came from North America.

*Zinc.* We had consolidated co-product zinc production of 381 million pounds in 2020 and 187 million pounds in 2019.

For 2020 and 2019, 3% and 1%, respectively, of *Sales* were attributable to zinc.

All of our 2020 zinc production came from North America.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

roasters or autoclaves.

Mitigating and managing the inherent risks in our business is critical to our success and aligned with our stakeholders’ interests.

We are committed to the responsible management of resources such as land, air quality, water and biodiversity, as well as putting the health and safety of our people first.

Newmont's policies and standards support these efforts and guide our performance.

In addition, we voluntarily participate in organizations and initiatives that provide a framework for action, a means for independently measuring and assuring our performance and a forum to learn and share best practices.

We continue to develop complementary programs to guide our Company toward achieving environmental and social performance objectives in a transparent manner.

Our systems ensure effective health, safety, social responsibility and environmental performance is maintained at all of Newmont operations.

Our Global Standards define the minimum expectations at all levels of the business and conformance is formally verified on a regular basis.

Additionally, since 2007 we have assessed our environmental management systems against International Standards Organization ("ISO") 14001:2016 stipulations.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

Our Combined Voluntary Commitments Assessment program, piloted in 2020, is designed to efficiently manage Newmont’s voluntary sustainability framework commitments, including asset and corporate level assurance and verification activities required for International Council on Mining and Metal’s ("ICMM") Performance Expectations, World Gold Council’s Responsible Gold Mining Principles and, where applicable, Towards Sustainable Mining.

Performance against these sustainability frameworks will be publicly reported.

In 2020, we launched an integrated, global Compliance Audit program, which includes assessment of environment and social obligations such as those dictated in regulations, permits, community agreements and similar.

Audits are completed at all Newmont's operations on a regular cadence by an independent, third-party audit team, and resulting actions are tracked to completion.

We follow The Climate-related Financial Disclosures ("TCFD") guidelines to disclose climate-related governance, strategy, risk and metrics and targets designed to align with the Paris Agreement outcomes and the long-term goal to limit average temperature rise to well below 2 degrees Celsius.

Newmont has participated in annual CDP (formerly "Carbon Disclosure Project") disclosures since 2004, and our greenhouse gas emissions are independently verified following the ISO 14064-3:2006 guidance for the validation and verification of greenhouse gas statements.

As part of this commitment, we will be investing $500 million in climate change initiatives over the next five years, from 2021 through 2025.

We actively participate in the ICMM and are committed to the ICMM’s Mining Principles and its commitment to implement the Ten Principles of the UN Global Compact on human rights, bribery and corruption, labor and the environment.

Our compliance to the Mining Principles and any mandatory requirements set out in ICMM Position Statements is externally assured in line with the ICMM Sustainable Development Framework: Assurance Procedure.

We are the only gold producer listed in the S&P 500 Index and are widely recognized for our principled ESG practices.

As the second-most transparent reporter in the S&P 500 (as measured by the Bloomberg ESG Disclosure score), we annually report on our sustainability performance in accordance with the Global Reporting Initiative ("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 (version 2018-10).

Newmont was ranked the top miner in June 2020 in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on ESG transparency and performance.

Information regarding legal proceedings is contained in Note [removed: 31] [added: 26] to the Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

The Company [removed: notes that in connection with the SEC’s recent modernization of legal proceedings disclosures, the Company] has elected to apply [removed: the] [added: a] threshold of $1 million [removed: (with such amount being the lesser of $1 million or 1% of the current assets of the Company on a consolidated basis)] pursuant to Item 103(c)(3)(iii) of Regulation S-K in connection with environmental proceedings to which a governmental authority is a party.

PART II

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

| [removed: Delaware] [added: Delaware] | | | | | | 84-1611629 | | |

At June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was [removed: $49,521,911,826] [added: $50,629,300,966] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 800,314,223] [added: 792,502,327] shares of common stock outstanding on February [removed: 11, 2021.][added: 17, 2022.]

Portions of Registrant’s definitive Proxy Statement [removed: submitted to] [added: for] the Registrant’s [removed: stockholders in connection with our 2021] [added: 2022] Annual Stockholders Meeting [removed: to] [added: will] be [removed: held on April 28, 2021] [added: filed no later than 120 days after the close of the Registrant's fiscal year ended December 31, 2021,] are incorporated by reference into Part III of this report.

[removed: | [2020] [added: 2021] RESULTS AND [removed: HIGHLIGHTS](#i3d6016fd4fca433dba295a4d43ef575e_10) | | | | | | [1](#i3d6016fd4fca433dba295a4d43ef575e_10) | | |][added: HIGHLIGHTS]

| [ITEM [removed: 1.](#i3d6016fd4fca433dba295a4d43ef575e_2015)] [added: 1.](#i2139435f6f0c496f8e3773cd6ed28247_16)] | | | [removed: [BUSINESS](#i3d6016fd4fca433dba295a4d43ef575e_2015)] [added: [BUSINESS](#i2139435f6f0c496f8e3773cd6ed28247_16)] | | | [removed: [5](#i3d6016fd4fca433dba295a4d43ef575e_2015)] [added: [5](#i2139435f6f0c496f8e3773cd6ed28247_16)] | | |

| | | | [Segment [removed: Information](#i3d6016fd4fca433dba295a4d43ef575e_2079)] [added: Information](#i2139435f6f0c496f8e3773cd6ed28247_22)] | | | [removed: [5](#i3d6016fd4fca433dba295a4d43ef575e_2079)] [added: [5](#i2139435f6f0c496f8e3773cd6ed28247_22)] | | |

| | | | [Licenses and [removed: Concessions](#i3d6016fd4fca433dba295a4d43ef575e_2033)] [added: Concessions](#i2139435f6f0c496f8e3773cd6ed28247_31)] | | | [removed: [7](#i3d6016fd4fca433dba295a4d43ef575e_2033)] [added: [7](#i2139435f6f0c496f8e3773cd6ed28247_31)] | | |

| | | | [Condition of Physical Assets and [removed: Insurance](#i3d6016fd4fca433dba295a4d43ef575e_2038)] [added: Insurance](#i2139435f6f0c496f8e3773cd6ed28247_34)] | | | [removed: [7](#i3d6016fd4fca433dba295a4d43ef575e_2038)] [added: [7](#i2139435f6f0c496f8e3773cd6ed28247_34)] | | |

| | | | [Environmental, Social and [removed: Governance](#i3d6016fd4fca433dba295a4d43ef575e_2604)] [added: Governance](#i2139435f6f0c496f8e3773cd6ed28247_37)] | | | [removed: [7](#i3d6016fd4fca433dba295a4d43ef575e_2604)] [added: [8](#i2139435f6f0c496f8e3773cd6ed28247_37)] | | |

| | | | [Risk Factor [removed: Summary](#i3d6016fd4fca433dba295a4d43ef575e_2659)] [added: Summary](#i2139435f6f0c496f8e3773cd6ed28247_49)] | | | [removed: [10](#i3d6016fd4fca433dba295a4d43ef575e_2659)] [added: [11](#i2139435f6f0c496f8e3773cd6ed28247_49)] | | |

| | | | [Forward-Looking [removed: Statements](#i3d6016fd4fca433dba295a4d43ef575e_2058)] [added: Statements](#i2139435f6f0c496f8e3773cd6ed28247_52)] | | | [removed: [11](#i3d6016fd4fca433dba295a4d43ef575e_2058)] [added: [13](#i2139435f6f0c496f8e3773cd6ed28247_52)] | | |

| | | | [Available [removed: Information](#i3d6016fd4fca433dba295a4d43ef575e_2028)] [added: Information](#i2139435f6f0c496f8e3773cd6ed28247_55)] | | | [removed: [13](#i3d6016fd4fca433dba295a4d43ef575e_2028)] [added: [14](#i2139435f6f0c496f8e3773cd6ed28247_55)] | | |

| [ITEM [removed: 1A.](#i3d6016fd4fca433dba295a4d43ef575e_2673)] [added: 1A.](#i2139435f6f0c496f8e3773cd6ed28247_58)] | | | [RISK [removed: FACTORS](#i3d6016fd4fca433dba295a4d43ef575e_2673)] [added: FACTORS](#i2139435f6f0c496f8e3773cd6ed28247_58)] | | | [removed: [13](#i3d6016fd4fca433dba295a4d43ef575e_2673)] [added: [14](#i2139435f6f0c496f8e3773cd6ed28247_58)] | | |

| [ITEM [removed: 2.](#i3d6016fd4fca433dba295a4d43ef575e_2099)] [added: 2.](#i2139435f6f0c496f8e3773cd6ed28247_64)] | | | [removed: [PROPERTIES](#i3d6016fd4fca433dba295a4d43ef575e_2099)] [added: [PROPERTIES](#i2139435f6f0c496f8e3773cd6ed28247_64)] | | | [removed: [34](#i3d6016fd4fca433dba295a4d43ef575e_2099)] [added: [36](#i2139435f6f0c496f8e3773cd6ed28247_64)] | | |

| | | | [Production and Development [removed: Properties](#i3d6016fd4fca433dba295a4d43ef575e_2106)] [added: Properties](#i2139435f6f0c496f8e3773cd6ed28247_67)] | | | [removed: [34](#i3d6016fd4fca433dba295a4d43ef575e_2106)] [added: [36](#i2139435f6f0c496f8e3773cd6ed28247_67)] | | |

| | | | [Operating [removed: Statistics](#i3d6016fd4fca433dba295a4d43ef575e_2112)] [added: Statistics](#i2139435f6f0c496f8e3773cd6ed28247_70)] | | | [removed: [42](#i3d6016fd4fca433dba295a4d43ef575e_2112)] [added: [43](#i2139435f6f0c496f8e3773cd6ed28247_70)] | | |

| | | | [Proven and Probable [removed: Reserves](#i3d6016fd4fca433dba295a4d43ef575e_2123)] [added: Reserves](#i2139435f6f0c496f8e3773cd6ed28247_73)] | | | [removed: [46](#i3d6016fd4fca433dba295a4d43ef575e_2123)] [added: [47](#i2139435f6f0c496f8e3773cd6ed28247_73)] | | |

| [ITEM [removed: 3.](#i3d6016fd4fca433dba295a4d43ef575e_184)] [added: 3.](#i2139435f6f0c496f8e3773cd6ed28247_79)] | | | [LEGAL [removed: PROCEEDINGS](#i3d6016fd4fca433dba295a4d43ef575e_184)] [added: PROCEEDINGS](#i2139435f6f0c496f8e3773cd6ed28247_79)] | | | [removed: [58](#i3d6016fd4fca433dba295a4d43ef575e_184)] [added: [68](#i2139435f6f0c496f8e3773cd6ed28247_79)] | | |

| [ITEM [removed: 4.](#i3d6016fd4fca433dba295a4d43ef575e_196)] [added: 4.](#i2139435f6f0c496f8e3773cd6ed28247_82)] | | | [MINE SAFETY [removed: DISCLOSURES](#i3d6016fd4fca433dba295a4d43ef575e_196)] [added: DISCLOSURES](#i2139435f6f0c496f8e3773cd6ed28247_82)] | | | [removed: [58](#i3d6016fd4fca433dba295a4d43ef575e_196)] [added: [68](#i2139435f6f0c496f8e3773cd6ed28247_82)] | | |

| [ITEM [removed: 5.](#i3d6016fd4fca433dba295a4d43ef575e_190)] [added: 5.](#i2139435f6f0c496f8e3773cd6ed28247_88)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY [removed: SECURITIES](#i3d6016fd4fca433dba295a4d43ef575e_190)] [added: SECURITIES](#i2139435f6f0c496f8e3773cd6ed28247_88)] | | | [removed: [59](#i3d6016fd4fca433dba295a4d43ef575e_190)] [added: [69](#i2139435f6f0c496f8e3773cd6ed28247_88)] | | |

| [ITEM [removed: 7.](#i3d6016fd4fca433dba295a4d43ef575e_118)] [added: 7.](#i2139435f6f0c496f8e3773cd6ed28247_91)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3d6016fd4fca433dba295a4d43ef575e_118)] [added: OPERATIONS](#i2139435f6f0c496f8e3773cd6ed28247_91)] | | | [removed: [60](#i3d6016fd4fca433dba295a4d43ef575e_118)] [added: [70](#i2139435f6f0c496f8e3773cd6ed28247_91)] | | |

| | | | [Consolidated Financial [removed: Results](#i3d6016fd4fca433dba295a4d43ef575e_124)] [added: Results](#i2139435f6f0c496f8e3773cd6ed28247_97)] | | | [removed: [61](#i3d6016fd4fca433dba295a4d43ef575e_124)] [added: [71](#i2139435f6f0c496f8e3773cd6ed28247_97)] | | |

| | | | [Results of Consolidated [removed: Operations](#i3d6016fd4fca433dba295a4d43ef575e_127)] [added: Operations](#i2139435f6f0c496f8e3773cd6ed28247_100)] | | | [removed: [67](#i3d6016fd4fca433dba295a4d43ef575e_127)] [added: [77](#i2139435f6f0c496f8e3773cd6ed28247_100)] | | |

| | | | [Foreign Currency Exchange [removed: Rates](#i3d6016fd4fca433dba295a4d43ef575e_145)] [added: Rates](#i2139435f6f0c496f8e3773cd6ed28247_118)] | | | [removed: [74](#i3d6016fd4fca433dba295a4d43ef575e_145)] [added: [83](#i2139435f6f0c496f8e3773cd6ed28247_118)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i3d6016fd4fca433dba295a4d43ef575e_148)] [added: Resources](#i2139435f6f0c496f8e3773cd6ed28247_121)] | | | [removed: [74](#i3d6016fd4fca433dba295a4d43ef575e_148)] [added: [83](#i2139435f6f0c496f8e3773cd6ed28247_121)] | | |

| | | | [Forward Looking [removed: Statements](#i3d6016fd4fca433dba295a4d43ef575e_2166)] [added: Statements](#i2139435f6f0c496f8e3773cd6ed28247_127)] | | | [removed: [80](#i3d6016fd4fca433dba295a4d43ef575e_2166)] [added: [89](#i2139435f6f0c496f8e3773cd6ed28247_127)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#i3d6016fd4fca433dba295a4d43ef575e_154)] [added: Measures](#i2139435f6f0c496f8e3773cd6ed28247_130)] | | | [removed: [81](#i3d6016fd4fca433dba295a4d43ef575e_154)] [added: [89](#i2139435f6f0c496f8e3773cd6ed28247_130)] | | |

| [ITEM [removed: 7A.](#i3d6016fd4fca433dba295a4d43ef575e_175)] [added: 7A.](#i2139435f6f0c496f8e3773cd6ed28247_151)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3d6016fd4fca433dba295a4d43ef575e_175)] [added: RISK](#i2139435f6f0c496f8e3773cd6ed28247_151)] | | | [removed: [98](#i3d6016fd4fca433dba295a4d43ef575e_175)] [added: [108](#i2139435f6f0c496f8e3773cd6ed28247_151)] | | |

| [ITEM [removed: 8.](#i3d6016fd4fca433dba295a4d43ef575e_2181)] [added: 8.](#i2139435f6f0c496f8e3773cd6ed28247_163)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3d6016fd4fca433dba295a4d43ef575e_2181)] [added: DATA](#i2139435f6f0c496f8e3773cd6ed28247_163)] | | | [removed: [101](#i3d6016fd4fca433dba295a4d43ef575e_2181)] [added: [111](#i2139435f6f0c496f8e3773cd6ed28247_163)] | | |

| [ITEM [removed: 9.](#i3d6016fd4fca433dba295a4d43ef575e_2427)] [added: 9.](#i2139435f6f0c496f8e3773cd6ed28247_289)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i3d6016fd4fca433dba295a4d43ef575e_2427)] [added: DISCLOSURE](#i2139435f6f0c496f8e3773cd6ed28247_289)] | | | [removed: [165](#i3d6016fd4fca433dba295a4d43ef575e_2427)] [added: [175](#i2139435f6f0c496f8e3773cd6ed28247_289)] | | |

| [ITEM [removed: 9A.](#i3d6016fd4fca433dba295a4d43ef575e_178)] [added: 9A.](#i2139435f6f0c496f8e3773cd6ed28247_292)] | | | [CONTROLS AND [removed: PROCEDURES](#i3d6016fd4fca433dba295a4d43ef575e_178)] [added: PROCEDURES](#i2139435f6f0c496f8e3773cd6ed28247_292)] | | | [removed: [165](#i3d6016fd4fca433dba295a4d43ef575e_178)] [added: [175](#i2139435f6f0c496f8e3773cd6ed28247_292)] | | |

| [ITEM [removed: 9B.](#i3d6016fd4fca433dba295a4d43ef575e_199)] [added: 9B.](#i2139435f6f0c496f8e3773cd6ed28247_298)] | | | [OTHER [removed: INFORMATION](#i3d6016fd4fca433dba295a4d43ef575e_199)] [added: INFORMATION](#i2139435f6f0c496f8e3773cd6ed28247_298)] | | | [removed: [167](#i3d6016fd4fca433dba295a4d43ef575e_199)] [added: [177](#i2139435f6f0c496f8e3773cd6ed28247_298)] | | |

| [ITEM [removed: 11.](#i3d6016fd4fca433dba295a4d43ef575e_2218)] [added: 11.](#i2139435f6f0c496f8e3773cd6ed28247_307)] | | | [EXECUTIVE [removed: COMPENSATION](#i3d6016fd4fca433dba295a4d43ef575e_2218)] [added: COMPENSATION](#i2139435f6f0c496f8e3773cd6ed28247_307)] | | | [removed: [169](#i3d6016fd4fca433dba295a4d43ef575e_2218)] [added: [179](#i2139435f6f0c496f8e3773cd6ed28247_307)] | | |

| [ITEM [removed: 12.](#i3d6016fd4fca433dba295a4d43ef575e_2213)] [added: 12.](#i2139435f6f0c496f8e3773cd6ed28247_310)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i3d6016fd4fca433dba295a4d43ef575e_2213)] [added: MATTERS](#i2139435f6f0c496f8e3773cd6ed28247_310)] | | | [removed: [169](#i3d6016fd4fca433dba295a4d43ef575e_2213)] [added: [179](#i2139435f6f0c496f8e3773cd6ed28247_310)] | | |

| [ITEM [removed: 13.](#i3d6016fd4fca433dba295a4d43ef575e_2208)] [added: 13.](#i2139435f6f0c496f8e3773cd6ed28247_313)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i3d6016fd4fca433dba295a4d43ef575e_2208)] [added: INDEPENDENCE](#i2139435f6f0c496f8e3773cd6ed28247_313)] | | | [removed: [170](#i3d6016fd4fca433dba295a4d43ef575e_2208)] [added: [180](#i2139435f6f0c496f8e3773cd6ed28247_313)] | | |

| [ITEM [removed: 14.](#i3d6016fd4fca433dba295a4d43ef575e_2352)] [added: 14.](#i2139435f6f0c496f8e3773cd6ed28247_316)] | | | [PRINCIPAL [removed: ACCOUNTING] [added: ACCOUNTANT] FEES AND [removed: SERVICES](#i3d6016fd4fca433dba295a4d43ef575e_2352)] [added: SERVICES](#i2139435f6f0c496f8e3773cd6ed28247_316)] | | | [removed: [170](#i3d6016fd4fca433dba295a4d43ef575e_2352)] [added: [180](#i2139435f6f0c496f8e3773cd6ed28247_316)] | | |

| [ITEM [removed: 15.](#i3d6016fd4fca433dba295a4d43ef575e_202)] [added: 15.](#i2139435f6f0c496f8e3773cd6ed28247_322)] | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i3d6016fd4fca433dba295a4d43ef575e_202)] [added: SCHEDULES](#i2139435f6f0c496f8e3773cd6ed28247_322)] | | | [removed: [171](#i3d6016fd4fca433dba295a4d43ef575e_202)] [added: [181](#i2139435f6f0c496f8e3773cd6ed28247_322)] | | |

| | | | [PART I](#i2139435f6f0c496f8e3773cd6ed28247_13) | | | | | |

| | | | [Introduction](#i2139435f6f0c496f8e3773cd6ed28247_19) | | | [5](#i2139435f6f0c496f8e3773cd6ed28247_19) | | |

| | | | [Products](#i2139435f6f0c496f8e3773cd6ed28247_25) | | | [5](#i2139435f6f0c496f8e3773cd6ed28247_25) | | |

| | | | [Competition](#i2139435f6f0c496f8e3773cd6ed28247_28) | | | [7](#i2139435f6f0c496f8e3773cd6ed28247_28) | | |

| [ITEM 1B.](#i2139435f6f0c496f8e3773cd6ed28247_2461) | | | [UNRESOLVED STAFF COMMENTS](#i2139435f6f0c496f8e3773cd6ed28247_2461) | | | [35](#i2139435f6f0c496f8e3773cd6ed28247_2461) | | |

| | | | [Measured, Indicated, and Inferred Resources](#i2139435f6f0c496f8e3773cd6ed28247_2172) | | | [57](#i2139435f6f0c496f8e3773cd6ed28247_2172) | | |

| | | | [PART II](#i2139435f6f0c496f8e3773cd6ed28247_85) | | | | | |

| [ITEM 6.](#i2139435f6f0c496f8e3773cd6ed28247_2467) | | | [RESERVED](#i2139435f6f0c496f8e3773cd6ed28247_2467) | | | [69](#i2139435f6f0c496f8e3773cd6ed28247_2467) | | |

| | | | [Overview](#i2139435f6f0c496f8e3773cd6ed28247_94) | | | [70](#i2139435f6f0c496f8e3773cd6ed28247_94) | | |

| | | | [Environmental](#i2139435f6f0c496f8e3773cd6ed28247_124) | | | [88](#i2139435f6f0c496f8e3773cd6ed28247_124) | | |

| | | | [Accounting Developments](#i2139435f6f0c496f8e3773cd6ed28247_145) | | | [103](#i2139435f6f0c496f8e3773cd6ed28247_145) | | |

| | | | [Critical Accounting Estimates](#i2139435f6f0c496f8e3773cd6ed28247_148) | | | [103](#i2139435f6f0c496f8e3773cd6ed28247_148) | | |

| | | | [Metal Prices](#i2139435f6f0c496f8e3773cd6ed28247_154) | | | [108](#i2139435f6f0c496f8e3773cd6ed28247_154) | | |

| | | | [Foreign Currency](#i2139435f6f0c496f8e3773cd6ed28247_157) | | | [109](#i2139435f6f0c496f8e3773cd6ed28247_157) | | |

| | | | [Commodity Price Exposure](#i2139435f6f0c496f8e3773cd6ed28247_160) | | | [109](#i2139435f6f0c496f8e3773cd6ed28247_160) | | |

| | | | [PART III](#i2139435f6f0c496f8e3773cd6ed28247_301) | | | | | |

| [ITEM 10.](#i2139435f6f0c496f8e3773cd6ed28247_304) | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#i2139435f6f0c496f8e3773cd6ed28247_304) | | | [178](#i2139435f6f0c496f8e3773cd6ed28247_304) | | |

| | | | [PART IV](#i2139435f6f0c496f8e3773cd6ed28247_319) | | | | | |

| [ITEM 16.](#i2139435f6f0c496f8e3773cd6ed28247_2498) | | | [FORM 10-K SUMMARY](#i2139435f6f0c496f8e3773cd6ed28247_2498) | | | [181](#i2139435f6f0c496f8e3773cd6ed28247_322) | | |

| [SIGNATURES](#i2139435f6f0c496f8e3773cd6ed28247_325) | | | | | | SCH-[1](#i2139435f6f0c496f8e3773cd6ed28247_325) | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Consolidated and attributable gold equivalent ounces - other metals (thousands): (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Produced | | | | | | | | | | | | | | | 1,252 | | | | | | 1,021 | | | | | | 624 | | |

| Sold | | | | | | | | | | | | | | | 1,258 | | | | | | 1,062 | | | | | | 621 | | |

- Environmental, Social and Governance ("ESG"): Issued a sustainability-linked bond, representing a further step in aligning Newmont’s financing strategy with certain key ESG commitments; Validated and approved climate targets set by the Science-Based Targets Initiative ("SBTi"), published inaugural Climate Report and advanced target pathway; Announced strategic alliance with Caterpillar Inc. to develop and deliver electric autonomous mining systems to reduce emissions supporting Newmont’s climate change targets and ambition; Recognized as a co-leader of the Mining and Metals sector by S&P Global; Continued to support host communities, governments and employees combat the COVID-19 pandemic through robust health and safety protocols, vaccine support and mandates, along with in-kind support and financial aid from the Company’s Global Community Support Fund.

- Portfolio improvements: Acquired the remaining 85.1% ownership of GT Gold Corporation; approved full funding of the Ahafo North project in July 2021.

In February 2022, the Company acquired the 43.65% noncontrolling interest in Yanacocha held by Compañia de Minas Buenaventura S.A.A., increasing the Company’s ownership interest to 95%.

*Ahafo North, Africa.* The Board of Directors approved full funding for the Ahafo North project in July 2021.

This project expands our existing footprint in Ghana with four open pit mines and a stand-alone mill located approximately 30 kilometers from the Company’s Ahafo South operations and will deliver value through the open pit mining and processing of over three million ounces of gold over a 13-year mine life.

The project is expected to add between 275,000 and 325,000 ounces per year for the first full five years of production.

Capital costs for the project are estimated to be between $750 and $850 with an expected construction completion date in the late 2023 and commercial production in 2024.

Capital costs for the project are estimated to be between $850 and $950 with an expected commercial production date in 2024.

Development capital costs (excluding capitalized interest) since approval were $284, of which $158 related to 2021.

COVID-19 poses public health risks and continues to impact the global economy, disrupt global supply chains and workforce participation.

are not within our control.

Newmont continues to maintain wide-ranging protective measures for its workforce and neighboring communities, including screening, physical distancing, deep cleaning and avoiding exposure for at-risk individuals.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

| | | | [PART I](#i3d6016fd4fca433dba295a4d43ef575e_2008) | | | | | |

| | | | [Introduction](#i3d6016fd4fca433dba295a4d43ef575e_2022) | | | [5](#i3d6016fd4fca433dba295a4d43ef575e_2022) | | |

| | | | [Products](#i3d6016fd4fca433dba295a4d43ef575e_2074) | | | [5](#i3d6016fd4fca433dba295a4d43ef575e_2074) | | |

| | | | [Competition](#i3d6016fd4fca433dba295a4d43ef575e_2069) | | | [7](#i3d6016fd4fca433dba295a4d43ef575e_2069) | | |

| | | | [Mineralized Material](#i3d6016fd4fca433dba295a4d43ef575e_2130) | | | [54](#i3d6016fd4fca433dba295a4d43ef575e_2130) | | |

| | | | [PART II](#i3d6016fd4fca433dba295a4d43ef575e_2142) | | | | | |

| | | | [Overview](#i3d6016fd4fca433dba295a4d43ef575e_121) | | | [60](#i3d6016fd4fca433dba295a4d43ef575e_121) | | |

| | | | [Environmental](#i3d6016fd4fca433dba295a4d43ef575e_151) | | | [80](#i3d6016fd4fca433dba295a4d43ef575e_151) | | |

| | | | [Accounting Developments](#i3d6016fd4fca433dba295a4d43ef575e_169) | | | [93](#i3d6016fd4fca433dba295a4d43ef575e_169) | | |

| | | | [Critical Accounting Policies](#i3d6016fd4fca433dba295a4d43ef575e_2172) | | | [93](#i3d6016fd4fca433dba295a4d43ef575e_2172) | | |

| | | | [Metal Prices](#i3d6016fd4fca433dba295a4d43ef575e_2477) | | | [98](#i3d6016fd4fca433dba295a4d43ef575e_2477) | | |

| | | | [Foreign Currency](#i3d6016fd4fca433dba295a4d43ef575e_2472) | | | [99](#i3d6016fd4fca433dba295a4d43ef575e_2472) | | |

| | | | [Commodity Price Exposure](#i3d6016fd4fca433dba295a4d43ef575e_2467) | | | [99](#i3d6016fd4fca433dba295a4d43ef575e_2467) | | |

| | | | [PART III](#i3d6016fd4fca433dba295a4d43ef575e_181) | | | | | |

| [ITEM 10.](#i3d6016fd4fca433dba295a4d43ef575e_2223) | | | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#i3d6016fd4fca433dba295a4d43ef575e_2223) | | | [168](#i3d6016fd4fca433dba295a4d43ef575e_2223) | | |

| | | | [PART IV](#i3d6016fd4fca433dba295a4d43ef575e_2359) | | | | | |

| [SIGNATURES](#i3d6016fd4fca433dba295a4d43ef575e_205) | | | | | | SCH-[1](#i3d6016fd4fca433dba295a4d43ef575e_205) | | |

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

- Portfolio improvements: Completed divestment of the Red Lake Complex in Canada, the Company’s 50 percent ownership interest in Kalgoorlie in Australia, investment holdings in Continental Gold, and a portfolio of eleven royalties; formed exploration joint ventures with Kirkland Lake Gold Inc. in Canada and Agnico Eagle Mines Limited in Colombia; completed materials handling projects at Musselwhite and Éléonore in Canada; progressed Autonomous Haulage System at Boddington in Australia, the Tanami Expansion 2 project in Australia, and a mining method change at Subika Underground in Ghana; advanced study work at Ahafo North and Yanacocha Sulfides with both projects expecting full funds approval in 2021.

*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.

Commercial production was declared in December 2020.

COVID-19 has since spread worldwide, posing public health risks across the globe and has negatively impacted the global economy, disrupted global supply chains and workforce participation and created significant volatility and disruption of financial markets.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including a widely available vaccine, the duration and severity of the pandemic and related restrictions, all of which are uncertain and cannot be predicted.

Impact on business and operations

For example, during the first quarter and into April 2020, we placed five sites into care and maintenance including Musselwhite and Éléonore in Canada, Peñasquito in Mexico, Yanacocha in Peru and Cerro Negro in Argentina to protect nearby communities and align with country mandated travel restrictions or health considerations.

During the second quarter of 2020, we worked closely with

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

local stakeholders to resume operations at all five mine sites.

As of December 31, 2020, all sites were fully operational, with the exception of Cerro Negro that continues to progress its ramp up.

In April 2020, we established the Newmont Global Community Support Fund, a $20 fund to help host communities, governments and employees combat the COVID-19 pandemic, of which approximately $11 has been distributed through December 31, 2020.

The fund is designed to focus on employee and community health, food security and local economic resilience through partnerships with local governments, medical institutions, charities and non-governmental organizations to address the greatest needs with long-term resiliency and future community development in mind.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

None.

[removed: ][added: ]

Operating statistics [removed: for each region] are presented [removed: in a table] [added: below] in the Operating Statistics [removed: section.][added: section for each region.]

CC&V is an epithermal alkalic deposit with heap leaching and milling processing [removed: facilities] [added: facilities, which consists of a crushing and grinding circuit,] located on site.

CC&V’s gross property, plant and mine development at December 31, [removed: 2020] [added: 2021] was [removed: $893.][added: $967.]

CC&V produced [removed: 272,000] [added: 220,000] ounces of gold in [removed: 2020] [added: 2021] and reported [removed: 2.5] [added: 2.0] million ounces of gold reserves at December 31, [removed: 2020.][added: 2021.]

Musselwhite’s gross property, plant and mine development at December 31, [removed: 2020] [added: 2021] was [removed: $1,084.][added: $1,153.]

Musselwhite produced [removed: 100,000] [added: 152,000] ounces of gold in [removed: 2020] [added: 2021] and reported 1.8 million ounces of gold reserves at December 31, [removed: 2020.][added: 2021.]

(100% owned) [removed: Porcupine,] [added: Porcupine] consists of the Hollinger open pit and Hoyle Pond underground operations, located in the city of Timmins, Ontario, as well as the Borden underground operation, located near the town of Chapleau, Ontario.

Porcupine’s gross property, plant and mine development at [removed: December 31, 2020 was $1,340.]

Porcupine produced [removed: 319,000] [added: 287,000] ounces of gold in [removed: 2020] [added: 2021] and reported [removed: 3.1] [added: 2.6] million ounces of gold reserves at December 31, [removed: 2020.][added: 2021.]

(100% owned) Éléonore, located approximately 510 miles (825 kilometers) north of Montreal in Eeyou Istchee/James Bay in Northern Quebec, is an underground [removed: operation.][added: operation encompassing 47,595 acres (19,261 hectares).]

Éléonore produced [removed: 202,000] [added: 253,000] ounces of gold in [removed: 2020] [added: 2021] and reported [removed: 1.3] [added: 1.8] million ounces of gold reserves at December 31, [removed: 2020.][added: 2021.]

[added: | *Peñasquito, Mexico*.] (100% owned) Peñasquito is an open pit operation located in the northeast corner of Zacatecas State, Mexico, approximately 125 miles (200 kilometers) northeast of the city of Zacatecas and is accessible by paved roads with a private airport close to the site. [added: The property began production in 2009, with commercial production being achieved in 2010. Goldcorp acquired its ownership in the mine in 2006 when it acquired Glamis and Newmont acquired Peñasquito in 2019 in the Newmont Goldcorp transaction. Peñasquito consists of the Peñasco and Chile Colorado open pit mines. In addition, Peñasquito has one processing plant. | | | | | |  | | |]

In December 2016, the State of Zacatecas in Mexico approved new environmental taxes [added: (“Ecological Taxes”)] that became effective January 1, 2017.

See [removed: Item 1A, Risk Factors and] Note [removed: 31 to] [added: 1 of] the Consolidated Financial Statements for further information.

The available mining fleet consists of five rope shovels, three hydraulic shovels, [removed: four] [added: three] loaders, and [removed: 85] [added: 82] haul trucks, each with [removed: 320-ton] [added: a 312-tonne] payload.

The fleet is supported by [removed: 12] [added: 9] blast hole production drills, as well as track dozers, rubber tire dozers, excavators, and graders.

Peñasquito’s gross property, plant and mine development at December 31, [removed: 2020] [added: 2021] was [removed: $5,639.][added: $5,868.]

[removed: Peñasquito produced 526,000 ounces of gold and 893,000 gold equivalent ounces] [added: As] of [removed: other metals in 2020] [added: December 31, 2021] and [added: 2020, Peñasquito] reported [added: 6.3 million and] 7.1 million ounces of gold reserves, [removed: 426] [added: respectively, 394] million ounces [added: and 426 million] of silver reserves, [added: respectively, 2,580 million and] 2,940 million pounds of [removed: lead] [added: lead, respectively,] and [added: 6,250 million and] 6,810 million pounds of [removed: zinc at December 31, 2020.][added: zinc, respectively.]

Barrick [removed: holds the other 60% interest in, and operates,] [added: operates] the Pueblo Viejo [removed: Mine.][added: Mine and holds the remaining 60% interest.]

The remaining interest in [removed: MYSRL] [added: Yanacocha] is held by Compañia Minera Condesa S.A, which is 100% owned by Compañia de Minas Buenaventura S.A.A. (“Buenaventura”) (43.65%) and Summit Global Management II VB (5%), a subsidiary of Sumitomo.

Yanacocha is located approximately 375 miles (604 kilometers) north of Lima and 30 miles (48 kilometers) north of the city of Cajamarca and [removed: is primarily accessible by paved roads.][added: consists of the following open pit mines: the La Quinua Complex, the Yanacocha Complex, the Carachugo Complex and Maqui Maqui.]

[removed: In addition,] Yanacocha has four leach pads (La Quinua, Yanacocha, Carachugo and Maqui Maqui), three gold processing plants (Pampa Larga, Yanacocha Norte and La Quinua), one limestone processing facility (China Linda) and one mill (Yanacocha Gold Mill).

Yanacocha’s mining activities encompass [removed: 246,169] [added: 243,973] acres [removed: (99,621] [added: (98,732] hectares) that are covered by 160 mining concessions.

The La Quinua Complex [removed: is currently mining] [added: mined] material from the La Quinua Sur and the Tapado Oeste Layback and [removed: is scheduled to finish] [added: finished] mining operations in 2021.

The Yanacocha Complex mines material from the Yanacocha Layback and Yanacocha Pinos, which [removed: are scheduled to] [added: has had limited mining operations in recent years and will] finish mining operations in [removed: 2021.][added: 2022.]

The Carachugo leach pad processes oxide material from the Quecher Main [removed: project, which is a new open pit within the existing footprint of Yanacocha.][added: project.]

Gold is associated with iron-oxides and [removed: pyrite.][added: pyrite, which is placed on leach pads.]

Brownfield exploration and development for new reserves is ongoing and we continue to evaluate the potential for mining [added: oxide and] sulfide gold and copper mineralization.

Yanacocha’s gross property, plant and mine development at December 31, [removed: 2020] [added: 2021] was [removed: $4,900.][added: $5,139.]

Yanacocha produced [removed: 340,000] [added: 264,000] ounces of gold [removed: (174,000] [added: (135,000] attributable ounces of gold) in [removed: 2020] [added: 2021] and reported [removed: 3.4] [added: 3.2] million attributable ounces of gold reserves and [removed: 790] [added: 780] million attributable pounds of copper reserves at December 31, [removed: 2020.][added: 2021.]

*Merian, Suriname.* (75% owned) The Merian gold mine (“Merian”) is owned 75% by Newmont Suriname, LLC (“Newmont Suriname”) (formerly known as Suriname Gold Company LLC and 100% indirectly owned by Newmont Corporation) and 25% by Staatsolie [removed: (a] [added: Maatschappij Suriname N.V. (“Staatsolie,” a] company wholly owned by the Republic of Suriname).

The Right of Exploitation was registered in November 2014, spans a period of 25 years and covers an [removed: area of 41,484 acres (16,788 hectares).]

[removed: Merian reached commercial production in October 2016 and the] [added: The] operation currently includes the Merian 2 open [added: pit, the Merian 1 open] pit and the Maraba open pit.

The [removed: Maraba pit was added in January 2018 and the] Merian 1 pit [removed: is expected to be] [added: was] added in [added: April] 2021.

[removed: Merian’s] [added: The] available mining fleet consists of three shovels, three mining excavators and 36 haul trucks, each with 150-tonne payload.

Merian’s gross property, plant and mine development at December 31, [removed: 2020] [added: 2021] was [removed: $1,114.][added: $1,180.]

Merian produced [removed: 461,000] [added: 437,000] ounces of gold [removed: (346,000] [added: (328,000] attributable ounces of gold) in [removed: 2020] [added: 2021] and reported 4.0 million attributable ounces of gold reserves at December 31, [removed: 2020.][added: 2021.]

(100% owned) Cerro Negro is located in southern Argentina about 250 miles (400 kilometers) southwest of the coastal city of Comodoro [removed: Rivadavia and can be accessed by paved road.][added: Rivadavia.]

Deposits within the Cerro Negro mine operations are low sulfidation, epithermal [removed: gold–silver] [added: gold/silver] vein deposits.

Newmont’s properties are described below and unless otherwise noted are in the production stage and are operated by Newmont.

All key permits have either been obtained by Newmont or approval is expected to be received in the normal course of business.

The CC&V operation comprises seven mining concessions, two state mining leases, three surface parcels, 154 mineral parcels, 1,753 patented mining claims and 13 unpatented lode claims encompassing a total area of 12,985 acres (5,255 hectares).

The Musselwhite operation comprises 929 mining claims and 338 mining leases encompassing an area of 13,366 acres (5,409 hectares) leased from the Government of Ontario.

The leases expire between 2025 and 2033.

The Porcupine operation is comprised of 1,129 mining cell claims, 983 mining patents, and 113 mining leases encompassing an area of 340,421 acres (137,763 hectares).

December 31, 2021 was $1,410.

Éléonore’s gross property, plant and mine development at December 31, 2021 was $1,052.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

The Ecological Taxes are calculated based on a predetermined formula and the volume of carbon emissions, as well as other environmental variables, at Peñasquito.

The Company's payment of the Ecological Taxes primarily relates to the volume of carbon emissions at Peñasquito from fixed and mobile sources.

The agreement commenced in August 2015.

Peñasquito produced 686,000 ounces of gold and 1,089,000 gold equivalent ounces of other metals in 2021.

The overall reduction in reserves is primarily due to depletion.

As of December 31, 2021 and 2020, Peñasquito reported 2.9 million and 4.3 million ounces of gold resources, respectively, 256 million ounces and 366 million of silver reserves, respectively, 1,710 million and 2,600 million pounds of lead, respectively, and 3,760 million and 5,400 million pounds of zinc, respectively.

The overall reduction in resources is primarily due to design updates and removal of uneconomic material.

The Yanacocha Gold Mill ceased current operations in February 2021 and has been placed into care and maintenance.

It will be repurposed for use as part of the Yanacocha Sulfides project.

In February 2022, the Company increased its ownership interest to 95% by acquiring Buenaventura’s 43.65% noncontrolling interest in Yanacocha.

area of 41,484 acres (16,788 hectares).

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Boddington, Australia.* (100% owned) Boddington is located 81 miles (130 kilometers) southeast of Perth in Western Australia and is accessible primarily by paved road. Boddington has been wholly owned since June 2009 when Newmont acquired the final 33.33% interest from AngloGold Ashanti Australia Limited. The Boddington project area comprises 52,506 acres (21,249 hectares) of mining tenure leased from the State of Western Australia, of which 26,910 acres (10,890 hectares) is subleased from the South 32 Worsley Joint Venturers. The total project area is comprised of multiple leases that expire between 2022 and 2041. Royalties are paid to the state government at 2.5% for gold and 5% for copper based on revenue. Shipping and treatment and refining costs are allowable deductions from revenue for royalty calculations for copper. Newmont owns 74,474 acres (30,139 hectares) of rural freehold property, some of which overlaps existing mining tenure. | | | | | |  | | |

respectively.

The overall reduction in reserves is primarily due to depletion.

As of December 31, 2021 and 2020, Boddington reported 4.8 million and 3.6 million ounces of gold resources, respectively, and 680 million and 540 million pounds of copper resources.

respectively.

The overall increase in resources is primarily due to the addition of a layback in the North Open Pit.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Ahafo, Ghana.* (100% owned) Our current Ahafo operation ("Ahafo South") is located near Kenyasi in the Ahafo Region of Ghana, approximately 180 miles (290 kilometers) northwest of the national capital city of Accra, and is largely accessible by paved roads. In 2002, Newmont acquired 50% of Ahafo South as a result of the merger with Normandy. In 2003, Newmont purchased the remaining interest from Moydow Mines International Inc. (“Moydow”), thereby making it a wholly owned subsidiary. The Ahafo South mine commenced commercial production in 2006 and currently operates a mill, two pits and an underground operation. In July 2021, the Board of Directors approved full funding for the Ahafo North project which will expand our existing footprint in Ghana with four open pit mines and a stand-alone mill located approximately 30 kilometers from our current Ahafo South operations. | | | | | |  | | |

Ahafo South produced 481,000 ounces of gold in 2021.

Reserves remained constant primarily as a result of depletion partially offset by conversion of resources to reserves.

As of December 31, 2021 and 2020, Ahafo South reported 5.0 million and 4.2 million ounces of gold resources respectively.

The increase to primarily due to the additions of resources through our exploration programs partially offset by depletion.

The available mining fleet consists of four excavators made up of two front end shovels and two backhoe excavators and nineteen 136-tonne haul trucks.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *NGM, Nevada, USA.* (38.5% owned) NGM, located in Elko, Nevada. On July 1, 2019, Newmont and Barrick consummated the Nevada JV Agreement, which combined the Company’s Nevada mining operations with Barrick’s Nevada mining operations resulting in the establishment of NGM; a joint venture with Barrick who is the operator. NGM operations are primarily accessible by paved road and is comprised of 180,921 acres (73,217 hectares) in aggregate including Cortez 53,999 acres (21,853 hectares), Carlin 58,255 acres (23,575 hectares), Turquoise Ridge 26,679 acres (10,797 hectares), Phoenix 17,900 acres (7,244 hectares), and Long Canyon 24,088 acres (9,748 hectares). Power is either purchased in the open market or supplied by the power plants owned and operated by NGM. | | | | | |  | | |

Newmont’s material production and development properties are described below.

Éléonore’s gross property, plant

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

and mine development at December 31, 2020 was $985.

*Peñasquito, Mexico*.

The property began production in 2009, with commercial production being achieved in 2010.

Goldcorp acquired its ownership in the mine in 2006 when it acquired Glamis and Newmont acquired Peñasquito in 2019 in the Newmont Goldcorp transaction.

Peñasquito consists of the Peñasco and Chile Colorado open pit mines.

In addition, Peñasquito has one processing plant.

Certain operations at the Peñasquito mine are subject to these taxes.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

For further information about ownership transactions during 2017 and 2018, see Note 15 to our Consolidated Financial Statements.

MYSRL and S.M.R.L. Chaupiloma Dos de Cajamarca (“Chaupiloma”) (a related third party) have mining concessions granted by Peru’s Geological, Mining and Metallurgical Institute.

Mining concessions grant MYSRL an exclusive and irrevocable right to carry out exploration and exploitation activities within a specified area.

In order to maintain these concessions, MYSRL must (i) obtain the appropriate permits and rights over the surface lands, (ii) pay annual license fees and (iii) comply with a minimum annual production obligation.

For mining concessions granted prior to 2008, concessions will expire if the production obligations are not met by the end of 2038.

For mining concessions granted in 2008 or thereafter, concessions will expire if minimum production is not attained by 2038, but in the case of mining concessions that are in a situation of exploitation, expiration does not apply.

In Peru, a revised royalty and special mining tax was introduced in October 2011.

This tax is dependent on whether or not a stabilization agreement is in effect and is based on a sliding scale, between 1% and 12%.

The Yanacocha property began production in 1993 and consists of the following open pit mines: the La Quinua Complex, the Yanacocha Complex, the Carachugo Complex and Maqui Maqui.

The Yanacocha Complex began operations in 1997 and has had limited mining operations in recent years.

This project went into commercial production in October 2019 and will extend the life of the Yanacocha operation to 2027.

Yanacocha has three processing concessions from Peru’s Ministry of Energy and Mines for its processing facilities: Cerro Yanacocha (La Quinua and Yanacocha leach pads, La Quinua and Yanacocha Norte gold recovery plants and Yanacocha Gold Mill), Yanacocha (Carachugo and Maqui Maqui leach pads and Pampa Larga gold recovery plant) and China Linda (non-metallic processing concessions).

Yanacocha’s gold processing plants are located adjacent to the solution storage ponds and are used to process gold-bearing solutions from Yanacocha’s leach pads through a network of solution-pumping facilities.

The Yanacocha Gold Mill processes high-grade gold ore to produce a gold-bearing solution for treatment at the La Quinua processing plant.

The Yanacocha Gold Mill processes between 5.5 and 6.0 million tonnes per year.

Material is evaluated for gold grade and cyanide solubility and then placed on leach pads or in stockpiles for processing through the Yanacocha Gold Mill accordingly.

Power is supplied to the operation by Engie Energia Peru SA.

MYSRL also owns the Conga project, which is located approximately 16 miles (25 kilometers) northeast of Yanacocha and is currently in care and maintenance.

Construction and development activities at the project were largely suspended in November 2011.

Project activities in recent years have focused on continued engagement with the local communities and maintaining and protecting existing project infrastructure and equipment through our active care and maintenance program.

Although we have reclassified Conga reserves to mineralized material and reallocated exploration and development capital to other projects, we continue to evaluate long-

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

term options to progress development of the Conga project.

We have reprioritized the Yanacocha Sulfides project ahead of the Conga project and expect it to provide an improved path to the future development of the Conga project through improved social and political acceptance in the neighboring area and region.

See Item 1A, Risk Factors, above for further information.

The site is accessible by paved road from Paramaribo to Moengo and a dirt road maintained mainly by the Company.

Newmont Suriname is subject to a 6% net smelter return royalty to the Republic of Suriname payable in gold bullion or cash distributions at the election of the government.

The processing plant has a nameplate capacity of approximately 12 million tonnes per year.

Power for the property is self-generated using on-site heavy fuel oil driven generators.

This is why Newmont engaged its Rapid Response process early in connection with the on-going COVID-19 pandemic and [removed: proactively took conservative steps] [added: continues] to [removed: prevent further transmission of the Coronavirus.][added: sustain robust controls at our operations and offices globally.]

For steps taken by the Company, see "COVID-19 [removed: Impact" within "Environmental, Social and Governance ("ESG")"] [added: Pandemic"] in Part I, Item 1, Business.

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 [removed: Quarterly] [added: Annual] Report.

It is noted that the Nevada mines owned by [removed: Nevada Gold Mines LLC, a joint venture between] [added: NGM, in which] the Company [removed: (38.5%) and Barrick Gold Corporation (“Barrick”) (61.5%),] [added: holds a 38.5% interest,] are not included in the Company’s Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

As of the date of filing, Newmont has received no citations by MSHA in connection with COVID-19 related regulations or requirements.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

PART II

Our common stock is listed and principally traded on the New York Stock Exchange under the symbol “NEM.” On February [removed: 11, 2021,] [added: 17, 2022,] there were [removed: 800,314,223] [added: 792,502,327] shares of Newmont’s common stock outstanding, which were held by approximately [removed: 8,000] [added: 7,400] stockholders of record.

During the period from October 1, [removed: 2020] [added: 2021] to December 31, [removed: 2020, 3,217,422] [added: 2021, 5,034,731] shares of Newmont's equity securities registered pursuant to Section 12 of the Exchange Act of 1934, as amended, were purchased by the Company, or an affiliated purchaser.

(1)The total number of shares purchased (and the average price paid per share) [removed: reflects] [added: reflects:] (i) shares purchased pursuant to the repurchase program described in (2) [removed: below] [added: below;] and (ii) [added: 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 [removed: 63,041] [added: 22,335] shares, [removed: 13,676] [added: 6,278] shares and [removed: 7,192] [added: —] shares for the fiscal months of October, November and December [removed: 2020,] [added: 2021,] respectively.

[removed: (2)The Company’s] [added: (2)In January 2021, the Company announced that the] Board of Directors [removed: previously] authorized a stock repurchase [removed: program, under which the Company was authorized] [added: program] to repurchase shares of outstanding common [removed: stock,] [added: stock to offset the dilutive impact of employee stock award vesting and to provide returns to shareholders,] provided that the aggregate value of shares [removed: did] [added: of common stock repurchased under the new program does] not exceed $1 billion.

| October 1, 2021 through October 31, 2021 | | | 22,335 | | | | | | $ | 62.42 | | | | | — | | | | | | $ | 751,694,456 | |

| November 1, 2021 through November 30, 2021 | | | 3,232,503 | | | | | | $ | 54.76 | | | | | 3,226,225 | | | | | | $ | 575,022,802 | |

| December 1, 2021 through December 31, 2021 | | | 1,779,893 | | | | | | $ | 56.18 | | | | | 1,779,893 | | | | | | $ | 475,022,834 | |

In February 2022, the Board of Directors authorized the extension of this program to December 31, 2022.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| October 1, 2020 through October 31, 2020 | | | 63,041 | | | | | | $ | 48.16 | | | | | — | | | | | | $ | 199,429,824 | |

| November 1, 2020 through November 30, 2020 | | | 3,147,189 | | | | | | $ | 63.64 | | | | | 3,133,513 | | | | | | $ | — | |

| December 1, 2020 through December 31, 2020 | | | 7,192 | | | | | | $ | 62.04 | | | | | — | | | | | | $ | — | |

____________________________

Such program expired on December 31, 2020.

The Company repurchased 11,790,190 shares in the fourth quarter of 2019 and 10,270,336 shares during 2020 under such program.

In January 2021, the Company announced that the Board of Directors authorized a similar program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide leading returns to shareholders, provided that the aggregate value of shares of common stock repurchased under the new program does not exceed $1 billion, and such program will expire on July 15, 2022.

[Table](#i3d6016fd4fca433dba295a4d43ef575e_7) [of Contents](#i3d6016fd4fca433dba295a4d43ef575e_7)

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED 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 II, Item 7, Management's Discussion and Analysis.

This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report.

The following MD&A generally discusses our consolidated financial condition and results of operations for 2020 and 2019 and year-to-year comparisons between 2020 and 2019.

Discussions of our consolidated financial condition and results of operations for 2018 and year-to-year comparisons between 2019 and 2018 are included in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, in the Company’s [Annual Report on Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1164727/000155837020001041/nem-20191231x10k047aaa.htm) for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 20, 2020, are incorporated by reference into this MD&A.

Overview

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies.

We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy.

In 2020, for the sixth year in a row, Newmont was ranked as the mining and metal sector’s top gold miner by the SAM S&P Corporate Sustainability Assessment.

Newmont was ranked the top miner in June 2020 in 3BL Media’s 100 Best Corporate Citizens list which ranks the 1,000 largest publicly traded U.S. companies on environmental, social and governance ("ESG") transparency and performance.

We are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals.

We have significant operations and/or assets in the United States (“U.S.”), Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana.

Our goal is to create value and improve lives through sustainable and responsible mining.

During the first half of 2020, the COVID-19 outbreak escalated to a global pandemic, which has had varying impacts in the jurisdictions in which we operate.

In response, the Company temporarily placed five sites into care and maintenance, including Musselwhite, Éléonore, Yanacocha and Cerro Negro in March 2020 and Peñasquito in April 2020.

During the second quarter of 2020, we worked closely with local stakeholders to resume operations at all five mine sites.

As of December 31, 2020, all sites were fully operational, with the exception of Cerro Negro that continues to progress its ramp up.

Refer to “2020 Results and Highlights,” "Health and Safety" within Part I, Item 1, Business and “Results of Consolidated Operations,” “Liquidity and Capital Resources,” “Non-GAAP Financial Measures” and “Accounting Developments” within Part II, Item 7, Management’s Discussion and Analysis for additional information about the impact of COVID-19 on our business and operations.

For a discussion of COVID-19 related risks to the business, see Part I, Item 1A, Risk Factors.

On April 18, 2019 (the “acquisition date”), Newmont completed the business acquisition of Goldcorp, Inc. (“Goldcorp”), an Ontario corporation.

None.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED 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 II, Item 7, Management's Discussion and Analysis.

This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this annual report.

The following MD&A generally discusses our consolidated financial condition and results of operations for 2021 and 2020 and year-to-year comparisons between 2021 and 2020.

Discussions of our consolidated financial condition and results of operations for 2019 and year-to-year comparisons between 2020 and 2019 are included in Item 7, Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations, in the Company’s [Annual Report on Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001164727/000116472721000027/nem-20201231.htm) for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021.

Overview

Newmont is the world’s leading gold company and is the only gold company included in the S&P 500 Index and the Fortune 500 list of companies.

We have been included in the Dow Jones Sustainability Index-World since 2007 and have adopted the World Gold Council’s Conflict-Free Gold Policy.

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 has been 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 environmental, social and governance ("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 United States (“U.S.”), Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia and Ghana.

Our goal is to create value and improve lives through sustainable and responsible mining.

We have been closely monitoring the COVID-19 pandemic and its impacts and potential impacts on our business.

However, because of the changing developments with respect to the spread of COVID-19 and the unprecedented nature of the pandemic, we are unable to predict the extent and duration of any potential adverse financial impact of COVID-19 on our business, financial condition and results of operations.

Refer to Note 2 of the Consolidated Financial Statements for discussion on potential future impacts to our results of operations and financial position resulting from the COVID-19 pandemic.

Refer to “2021 Results and Highlights,” and "Environmental, Social and Governance Practices ("ESG")" within Part I, Item 1, Business and “Results of Consolidated Operations,” “Liquidity and Capital Resources” and “Non-GAAP Financial Measures” within Part II, Item 7, Management’s Discussion and Analysis for additional information about the impact of COVID-19 on our business and operations.

For a discussion of COVID-19 related risks to the business, see Part I, Item 1A, Risk Factors.

In February 2022, the Company completed the acquisition of Buenaventura’s 43.65% noncontrolling interest in Yanacocha (the “Yanacocha Transaction”) and sold its 46.94% ownership interest in Minera La Zanja S.R.L. (“La Zanja”).

See Note 1 of the Consolidated Financial Statements for further information.

On April 18, 2019 (the “acquisition date”), Newmont completed the business acquisition of Goldcorp, Inc. (“Goldcorp”), an Ontario corporation.

The Company acquired all outstanding common shares of Goldcorp in a primarily stock transaction (the “Newmont Goldcorp transaction”) for total cash and non-cash consideration of $9,456.

The financial information included in the following discussion and analysis of financial condition and results of operations includes the results of operations acquired in the Newmont Goldcorp transaction since April 18, 2019.

For further information, see Note 3 to the Consolidated Financial Statements.

On March 10, 2019, the Company entered into an implementation agreement with Barrick Gold Corporation (“Barrick”) to establish a joint venture (“Nevada JV Agreement”).

On July 1, 2019 (the “effective date”), Newmont and Barrick consummated the Nevada JV Agreement and established Nevada Gold Mines LLC (“NGM”).

As of the effective date, the Company contributed its Carlin, Phoenix, Twin Creeks and Long Canyon mines ("existing Nevada mining operations") and Barrick contributed certain of its Nevada mining operations and assets.

Newmont and Barrick hold economic interests in the joint venture equal to 38.5% and 61.5%, respectively.

Barrick acts as the operator of NGM with overall management responsibility and is subject to the supervision and direction of NGM’s Board of Managers.

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.

For further information, see Note 1 to the Consolidated Financial Statements.

For information on asset sales impacting comparability of below results, see Note 10 to the Consolidated Financial Statements.

Consolidated Financial Results

The details of our *Net income (loss) from continuing operations attributable to Newmont stockholders* are set forth below:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We have audited the accompanying consolidated balance sheets of Newmont Corporation (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] the related notes and the financial statement schedule in Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits [removed: and, for 2020] and [removed: 2019] the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We did not audit the financial statements of Nevada Gold Mines LLC, a 38.5% owned investment which is proportionately consolidated, which reflects total assets constituting 19% and [removed: 20%] [added: 19%] at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, and sales constituting [removed: 21%] [added: 19%, 21%,] and 10% and net income constituting [removed: 24%] [added: 327%, 24%,] and 7% in [removed: 2020] [added: 2021, 2020,] and 2019, respectively, of the related consolidated totals.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework, and our report dated February [removed: 18, 2021] [added: 24, 2022] expressed an unqualified opinion thereon, based on our audit and the report of the other auditors.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit matter or on the accounts or disclosures to which it relates.

| *Description of the Matter* | | | As discussed in [removed: Note 2 and Note] [added: Notes 2,] 6 [added: and 26] of the consolidated financial statements, the Company’s mining and exploration activities are subject to various domestic and international laws and regulations governing the protection of the environment. Reclamation obligations are recognized when incurred and recorded as liabilities at fair value. Reclamation liabilities are periodically adjusted to reflect changes in the estimated present value resulting from [removed: the passage of time and] revisions to the estimates of either the timing or amount of the reclamation costs. Auditing management’s accounting for reclamation liabilities was challenging, as significant judgment is required by the Company to estimate required cash flows to meet obligations established by mining permit, local statutes and promissory estoppel at the end of mine [removed: life.] [added: life as well as estimation of uncertainty inherent in the cash flows.] The significant judgment was primarily [removed: due] [added: related] to the inherent estimation uncertainty relating to the extent of future reclamation activities and related costs. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s accounting for reclamation liabilities, including controls over management’s review of estimated future [removed: costs] [added: costs, premiums for uncertainty] and the reclamation liability calculation. To test the reclamation liabilities, among other procedures, we evaluated the methodology, significant assumptions and the underlying data used by the Company in its estimate. To assess the estimates of reclamation activities and cash flows, we evaluated significant changes from the prior estimate, verified consistency between timing of reclamation activities and projected mine life, compared anticipated costs across the Company’s mines, verified cost rates against third-party information or internal cost records and recalculated management’s estimate. We [added: also evaluated the significant assumptions included in the fair value calculation, including market risk premium, cost inflation, and credit-adjusted risk-free rate. We] involved our reclamation specialists to interview members of the Company’s engineering staff, assess the completeness of the mine reclamation estimates with respect to meeting mine closure and post closure requirements, and evaluate the reasonableness of the engineering estimates and assumptions. | | |

We have audited the consolidated balance [removed: sheet] [added: sheets] of Nevada Gold Mines LLC and its subsidiaries (together, the Joint Venture) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations and comprehensive income, [added: of] changes in members’ equity and [added: of] cash flows for the [removed: year] [added: years] then [removed: ended December 31, 2020 and for the period from inception April 11, 2019 to December 31, 2019,] [added: ended,] including the related notes (collectively referred to as the consolidated financial statements) (not presented herein).

We also have audited the Joint [removed: Venture’s] [added: Venture's] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Joint Venture as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for the [removed: year] [added: years then] ended [removed: December 31, 2020 and for the period from inception April 11, 2019 to December 31, 2019] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Joint Venture maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control – Integrated Framework* (2013) issued by the COSO.

The Joint Venture’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [added: the] Management’s Report on Internal Control over Financial Reporting (not presented herein).

Our [removed: audit] [added: audits] of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audit] [added: audits] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Board of Managers (acting in a role equivalent to the audit committee) and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved [removed: our] especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on [added: the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.]

[removed: *Annual] [added: | | | | Annual] goodwill impairment [removed: assessment*][added: assessment | | |]

As described in note 2 to the [added: Joint Venture’s] consolidated financial [removed: statements of the Joint Venture (not presented herein),] [added: statements,] the Joint Venture’s goodwill balance was $696 million (at [removed: 100%)] [added: a 100 percent economic interest)] as of December 31, [removed: 2020.][added: 2021.]

[removed: Management conducts an] [added: Goodwill is allocated to reporting units and assessed for] impairment [removed: assessment annually] [added: annually,] in the fourth quarter of [removed: each] [added: the fiscal] year, and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value.

The estimated [removed: future] cash flows used to [removed: determine] [added: assess] the fair [removed: values] [added: value] of [added: a] reporting [removed: units] [added: unit] are derived from [added: the Company’s] current business plans, which are developed using short-term price forecasts reflective of the current price environment and management’s projections for long-term [added: average] metal prices.

[removed: Management’s estimates of proven] [added: Management uses future production levels] and [removed: probable] mineral reserves and [added: mineral] resources [removed: are] based on information compiled by [removed: the] qualified persons (management’s specialists).

The principal considerations for our determination that performing procedures relating to the [removed: annual] [added: qualitative] goodwill impairment assessment is a critical audit matter [removed: are: (i)] [added: are] the [removed: significant] judgment by [removed: management, including the use of management’s specialists,] [added: management] in [removed: determining] [added: assessing] the [removed: fair values of] [added: qualitative factors in] the [added: qualitative goodwill impairment assessment for each] reporting [removed: units; (ii) the] [added: unit to determine whether further quantitative impairment testing is required; and a high] degree of auditor judgment, subjectivity and effort in performing procedures [removed: and evaluating audit evidence relating] [added: related] to [added: management’s assessment of qualitative factors in] the [removed: assumptions and estimates] [added: qualitative goodwill impairment assessment for each reporting unit] with respect to [removed: short-term and long-term metal price assumptions,] [added: significant adverse changes to future gold prices,] operating and capital costs, [removed: discount rates, NAV multiples, proven and probable mineral reserves and resources, future] production levels and [removed: the fair value of] mineral [removed: resource estimates outside of current business plans; and (iii) the audit effort included the use of professionals with specialized skill] [added: reserves] and [removed: knowledge.][added: mineral resources.]

These procedures included testing the effectiveness of controls relating to management’s [added: qualitative] goodwill impairment [removed: assessment, including controls over the assumptions used in management’s valuation of the Joint Venture’s reporting units.][added: assessment.]

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of [removed: the proven and probable mineral reserves and resources,] future production levels and [removed: the fair value of] mineral [removed: resource estimates outside of current business plans.][added: reserves and mineral resources.]

As a basis for using this work, the [removed: qualifications of] management’s [removed: specialists] [added: specialists’ qualifications] were understood and the Joint Venture’s relationship with management’s specialists was assessed.

The procedures performed [added: also] included evaluation of the methods and assumptions used by management’s specialists, tests of the data used by management’s [removed: specialists] [added: specialists,] and [added: an] evaluation of [removed: their] [added: management’s specialists’] findings.

| | | | | | | | | | [removed: Years] [added: Year] Ended December 31, | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Sales (Note 5) | | | | | | | | | | | | | | | $ | [removed: 11,497] [added: 12,222] | | | | | $ | [removed: 9,740] [added: 11,497] | | | | | $ | [removed: 7,253] [added: 9,740] | |

| Costs applicable to sales (1) | | | | | | | | | | | | | | | [removed: 5,014] [added: 5,435] | | | | | | [removed: 5,195] [added: 5,014] | | | | | | [removed: 4,093] [added: 5,195] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | [removed: 2,300] [added: 2,323] | | | | | | [removed: 1,960] [added: 2,300] | | | | | | [removed: 1,215] [added: 1,960] | | |

| Reclamation and remediation (Note 6) | | | | | | | | | | | | | | | [removed: 366] [added: 1,846] | | | | | | [removed: 280] [added: 366] | | | | | | [removed: 163] [added: 280] | | |

| Exploration | | | | | | | | | | | | | | | [removed: 187] [added: 209] | | | | | | [removed: 265] [added: 187] | | | | | | [removed: 197] [added: 265] | | |

| Advanced projects, research and development | | | | | | | | | | | | | | | [removed: 122] [added: 154] | | | | | | [removed: 150] [added: 122] | | | | | | [removed: 153] [added: 150] | | |

| General and administrative | | | | | | | | | | | | | | | [removed: 269] [added: 259] | | | | | | [removed: 313] [added: 269] | | | | | | [removed: 244] [added: 313] | | |

| Care and maintenance (Note 7) | | | | | | | | | | | | | | | [removed: 178] [added: 8] | | | | | | [removed: —] [added: 178] | | | | | | — | | |

| Impairment of long-lived and other assets [removed: (Note 8)] | | | [removed: | | | | | |] [added: 25] | | | | | | 49 | | | | | | 5 | | | [removed: | | | 369 | | |]

| [removed: Other expense, net (Note 9)] | | | [removed: | | | | | | | | | | | | 206 | | | | | | 295 | | |] [added: [Note 9, "Other Expense, Net"](#i2139435f6f0c496f8e3773cd6ed28247_217)] | | | [removed: 29] [added: [147](#i2139435f6f0c496f8e3773cd6ed28247_217)] | | |

| | | | | | | | | | | | | | | | [removed: 8,691] [added: 10,965] | | | | | | [removed: 8,463] [added: 8,691] | | | | | | [removed: 6,463] [added: 8,463] | | |

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Page | | |

| [Report of Independent Registered Public Accounting Firm](#i2139435f6f0c496f8e3773cd6ed28247_166) (Ernst & Young LLP; PCAOB ID: 42) | | | | | | [111](#i2139435f6f0c496f8e3773cd6ed28247_166) | | |

| [Report of Independent Registered Public Accounting Firm](#i2139435f6f0c496f8e3773cd6ed28247_169) (PricewaterhouseCoopers LLP; PCAOB ID: 271) | | | | | | [115](#i2139435f6f0c496f8e3773cd6ed28247_169) | | |

| [Consolidated Statements of Operations](#i2139435f6f0c496f8e3773cd6ed28247_172) | | | | | | [117](#i2139435f6f0c496f8e3773cd6ed28247_172) | | |

| [Consolidated Statements of Comprehensive Income (Loss)](#i2139435f6f0c496f8e3773cd6ed28247_175) | | | | | | [118](#i2139435f6f0c496f8e3773cd6ed28247_175) | | |

| [Consolidated Statements of Cash Flows](#i2139435f6f0c496f8e3773cd6ed28247_178) | | | | | | [119](#i2139435f6f0c496f8e3773cd6ed28247_178) | | |

| [Consolidated Balance Sheets](#i2139435f6f0c496f8e3773cd6ed28247_181) | | | | | | [121](#i2139435f6f0c496f8e3773cd6ed28247_181) | | |

| [Consolidated Statement of Changes in Equity](#i2139435f6f0c496f8e3773cd6ed28247_184) | | | | | | [122](#i2139435f6f0c496f8e3773cd6ed28247_184) | | |

| | | | [Note 1, "The Company"](#i2139435f6f0c496f8e3773cd6ed28247_190) | | | [123](#i2139435f6f0c496f8e3773cd6ed28247_190) | | |

| | | | [Note 2, "Summary of Significant Accounting Policies"](#i2139435f6f0c496f8e3773cd6ed28247_193) | | | [124](#i2139435f6f0c496f8e3773cd6ed28247_193) | | |

| | | | [Note 3, "Business Acquisition"](#i2139435f6f0c496f8e3773cd6ed28247_199) | | | [134](#i2139435f6f0c496f8e3773cd6ed28247_199) | | |

| | | | [Note 4, "Segment Information"](#i2139435f6f0c496f8e3773cd6ed28247_202) | | | [136](#i2139435f6f0c496f8e3773cd6ed28247_202) | | |

| | | | [Note 5, "Sales"](#i2139435f6f0c496f8e3773cd6ed28247_205) | | | [141](#i2139435f6f0c496f8e3773cd6ed28247_205) | | |

| | | | [Note 6, "Reclamation and Remediation"](#i2139435f6f0c496f8e3773cd6ed28247_208) | | | [145](#i2139435f6f0c496f8e3773cd6ed28247_208) | | |

| | | | [Note 7, "Care and Maintenance"](#i2139435f6f0c496f8e3773cd6ed28247_211) | | | [147](#i2139435f6f0c496f8e3773cd6ed28247_211) | | |

| | | | [Note 8, "Loss on Assets Held for Sale"](#i2139435f6f0c496f8e3773cd6ed28247_2202) | | | [147](#i2139435f6f0c496f8e3773cd6ed28247_2202) | | |

| | | | [Note 10, "Gain on Asset and Investment Sales, Net"](#i2139435f6f0c496f8e3773cd6ed28247_220) | | | [148](#i2139435f6f0c496f8e3773cd6ed28247_220) | | |

| | | | [Note 13, "Employee-Related Benefits"](#i2139435f6f0c496f8e3773cd6ed28247_241) | | | [153](#i2139435f6f0c496f8e3773cd6ed28247_241) | | |

| | | | [Note 14, "Stock-Based Compensation"](#i2139435f6f0c496f8e3773cd6ed28247_244) | | | [156](#i2139435f6f0c496f8e3773cd6ed28247_244) | | |

| | | | [Note 15, "Fair Value Accounting"](#i2139435f6f0c496f8e3773cd6ed28247_247) | | | [158](#i2139435f6f0c496f8e3773cd6ed28247_247) | | |

| | | | [Note 16, "Investments"](#i2139435f6f0c496f8e3773cd6ed28247_250) | | | [161](#i2139435f6f0c496f8e3773cd6ed28247_250) | | |

| | | | [Note 17, "Inventories"](#i2139435f6f0c496f8e3773cd6ed28247_253) | | | [163](#i2139435f6f0c496f8e3773cd6ed28247_253) | | |

| | | | [Note 19, "Property, Plant and Mine Development"](#i2139435f6f0c496f8e3773cd6ed28247_259) | | | [164](#i2139435f6f0c496f8e3773cd6ed28247_259) | | |

| | | | [Note 20, "Goodwill"](#i2139435f6f0c496f8e3773cd6ed28247_262) | | | [164](#i2139435f6f0c496f8e3773cd6ed28247_262) | | |

| | | | [Note 21, "Debt"](#i2139435f6f0c496f8e3773cd6ed28247_265) | | | [165](#i2139435f6f0c496f8e3773cd6ed28247_265) | | |

| | | | [Note 22, "Lease and Other Financing Obligations"](#i2139435f6f0c496f8e3773cd6ed28247_268) | | | [167](#i2139435f6f0c496f8e3773cd6ed28247_268) | | |

| | | | [Note 23, "Other Liabilities"](#i2139435f6f0c496f8e3773cd6ed28247_271) | | | [168](#i2139435f6f0c496f8e3773cd6ed28247_271) | | |

| | | | [Note 24, "Reclassifications out of Accumulated Other Comprehensive Income (Loss)"](#i2139435f6f0c496f8e3773cd6ed28247_274) | | | [169](#i2139435f6f0c496f8e3773cd6ed28247_274) | | |

| | | | [Note 25, "Net Change in Operating Assets and Liabilities"](#i2139435f6f0c496f8e3773cd6ed28247_277) | | | [170](#i2139435f6f0c496f8e3773cd6ed28247_277) | | |

| | | | [Note 26, "Commitments and Contingencies"](#i2139435f6f0c496f8e3773cd6ed28247_283) | | | [170](#i2139435f6f0c496f8e3773cd6ed28247_283) | | |

| *Description of the Matter* | | | As discussed in Notes 2 and 20 to the consolidated financial statements, management conducts a goodwill impairment assessment annually at December 31, and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. If the Company determines it is more likely than not that the fair value is less than the carrying value, a quantitative impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit in a quantitative assessment is determined through the use of the income approach using estimates of future cash flows attributable to the respective reporting units. Auditing management’s quantitative fair value assessment was especially challenging, as significant judgment is required by the company to estimate future cash flows and the cost of capital rates attributable to the respective reporting units, and changes in management’s assumptions could have a significant impact on either the fair value, the amount of impairment charge, or both. The estimated future cash flows used to determine the fair values of reporting units are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and management’s projections for long-term metal prices, proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves, and value beyond proven and probable. A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions under the quantitative assessment. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the assessment of goodwill impairment, including those over the determination of fair value, such controls related to management’s development of future cash flows and the cost of capital. To test the estimated fair value of each reporting unit assessed quantitatively, we performed audit procedures that included, among others, the evaluation of significant assumptions and the underlying data used by the Company in its estimate. To assess the reasonableness of estimated future cash flows, we evaluated management’s projections against historical operating results, evaluated management’s ability to accurately forecast future cash flows by comparing actual results to historical forecasts, compared the Company’s short-term and long-term metal price projections to third-party sources, and verified the consistency between management’s projections and the Company’s qualified person’s estimate of proven and probable reserves and resources. To test estimates of the fair value of mineralization for value beyond proven and probable for reporting units assessed quantitatively, we evaluated significant changes from prior estimates and interviewed members of the Company’s engineering staff regarding each deposit’s characteristics. We involved our valuation specialist to evaluate the reasonableness of the cost of capital rates assigned to each reporting unit assessed quantitatively, considering the specific risk profile of each location in which the respective reporting unit resides and to assist in reviewing the valuation methods selected by management. | | |

*Qualitative Goodwill Impairment Assessment*

The Joint Venture has five reporting units.

The Joint Venture’s management first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (qualitative goodwill impairment assessment).

Management uses judgment in assessing the qualitative factors in the qualitative goodwill impairment assessment for each reporting unit, including significant adverse changes to future gold prices, operating and capital costs, production levels and mineral reserves and mineral resources.

These procedures also included, among others, evaluating the reasonableness of management’s qualitative goodwill impairment assessment for each reporting unit with respect to significant adverse changes to future gold prices and operating and capital costs by (i) comparing gold prices to external industry data; (ii) comparing operating and capital costs to recent actual operating and capital costs incurred; and (iii) considering consistency with evidence obtained in other areas of the audit.

February 18, 2021

the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The fair value of a reporting unit is determined through the use of an income approach utilizing discounted estimates of future cash flow models, fair values of mineral resource estimates outside of current business plans and the application of a specific Net Asset Value (NAV) multiple for each reporting unit.

In addition to short-term and long-term metal price assumptions, other assumptions and estimates used in determining the fair values of reporting units include: operating and capital costs, discount rates, NAV multiples, proven and probable mineral reserves and resources, future production levels and the fair value of mineral resource estimates outside of current business plans.

These procedures also included, among others: testing management’s process for determining the fair value of the reporting units; evaluating the appropriateness of the discounted estimates of future cash flow models; testing the completeness and accuracy of underlying data used in the models; and evaluating the reasonableness of the assumptions used by management in the estimated fair value of the reporting units.

Evaluating the reasonableness of the short-term and long-term metal price assumptions involved comparing those prices to external industry data.

Evaluating the reasonableness of operating and capital costs was done by comparing those costs to recent actual operating and capital costs incurred and assessing whether these assumptions were consistent with evidence obtained in other areas of the audit.

Evaluating the reasonableness of the NAV multiples was done by comparing the assumptions with relevant market information.

Professionals with specialized skill and knowledge assisted us in evaluating the reasonableness of the discount rates and NAV multiples.

February 18, 2021

NEWMONT CORPORATION

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

NEWMONT CORPORATION

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

NEWMONT CORPORATION

| | | | | | | | | | | | | | | | | | |

| Charges from pension settlement | | | 87 | | | | | | (10) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Proceeds from exercise of stock options | | | 51 | | | | | | — | | | | | | — | | |

| Proceeds from sale of noncontrolling interests | | | — | | | | | | — | | | | | | 48 | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, [removed: 2020,] [added: 2021,] the end [removed: for] [added: of] the period covered by this report.

Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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.

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [removed: generally accepted accounting principles.][added: U.S. GAAP.]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, [removed: 2020.][added: 2021.]

Based upon its assessment, management concluded that, at December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting was effective.

As permitted by the SEC Staff interpretive guidance for proportionately consolidated entities, the Company’s management excluded NGM from its assessment of internal control over financial reporting [removed: as of] [added: at] December 31, [removed: 2020,] [added: 2021,] as management does not have the ability to dictate, modify or assess the controls at NGM.

NGM represented 19% of the Company’s consolidated *Total assets* [removed: as of] [added: at] December 31, [removed: 2020,] [added: 2021,] while its *Sales* comprised [removed: 21%] [added: 19%] of the Company’s consolidated sales and its *Net income attributable to Newmont stockholders* comprised [removed: 24%] [added: 327%] of the Company’s net income for the year ended December 31, [removed: 2020.][added: 2021.]

Ernst & Young LLP, an independent registered public accounting firm, who audited the Company’s Consolidated Financial Statements [removed: as of] [added: at] December 31, [removed: 2020] [added: 2021] and the year then ended included in this Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting, [removed: as of] [added: at] December 31, [removed: 2020,] [added: 2021,] which is included herein.

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We have audited Newmont Corporation’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria).

In our opinion, Newmont Corporation (the Company), based on our audit and the report of other auditors, maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We did not examine the effectiveness of internal control over financial reporting of Nevada Gold Mines LLC, a 38.5% owned investment which is proportionately consolidated, whose financial statements reflect total assets, sales and net income constituting 19%, [removed: 21%,] [added: 19%,] and [removed: 24%,] [added: 327%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2020.][added: 2021.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] the related notes and financial statement schedule in Item 15(a)(2) and our report dated February [removed: 18, 2021] [added: 24, 2022] expressed an unqualified opinion thereon, based on our audit and the report of the other auditors.

We believe that our audit and the report of other auditors provides a reasonable basis for our [removed: opinion.][added: opinion]

February 24, 2022

February 18, 2021

[removed: Departure of Certain Officers; Compensatory] [added: Compensatory] Arrangements of Certain [removed: Officers.][added: Officers:]

On February [removed: 17, 2021,] [added: 22, 2022,] following review of market compensation and individual performance, the Company’s Board of Directors approved [removed: 2021 target equity long term incentives] for Mr. Tom Palmer, President and Chief Executive Officer, [added: an annual base salary] of [removed: $8,050,000,] [added: $1,435,000, effective March 1, 2022, and target long term incentives of $8,900,000,] payable in future years according to the terms of the Company’s long term incentive programs.

On February [removed: 17, 2021,] [added: 22, 2022,] following review of market compensation and individual performance, the Company’s Leadership Development and Compensation Committee of the Board of Directors approved [removed: an] annual base [removed: salary for] [added: salaries, effective March 1, 2022, as follows:] Mr. Rob Atkinson, Executive Vice President and Chief Operating [removed: Officer, of $800,000, effective March 1, 2021,] [added: Officer - $832,000; Ms. Nancy Buese, Executive Vice President] and [removed: annual target equity long term incentives of $3,000,000.][added: Chief Financial Officer - $765,000; and Mr. Stephen Gottesfeld, Executive Vice President and Chief Sustainability Officer - $575,000.]

On February 13, 2021, Mr. Randy Engel, Executive Vice President, Strategic Development, notified the Company of his decision to retire on April 4, 2021 after 27 years of dedicated service to the Company.

In lieu of a three-year equity long term incentive grant on February 22, 2021 with an approximate value of $2,000,000, Mr. Engel will receive a cash payment of $100,000 representing the approximate pro-rata portion of the 2021 long term incentive grant to which Mr. Engel is entitled according to the retirement provisions of the Company’s long term incentive programs.

Mr. Engel is voluntarily retiring with eligibility under the disclosed retirement programs of the Company, and he will not receive additional pay or benefits beyond those programs.

The Company extends its deepest thanks to Mr. Engel for his significant contributions over the course of his meaningful career with the Company.

The long term incentives are payable in future years according to the terms of the Company’s long term incentive programs.

Information concerning Newmont’s directors, Audit Committee, compliance with Section 16(a) of the Exchange Act and Code of Ethics is contained in Newmont’s definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.

Information concerning Newmont’s executive officers, as of December 31, [removed: 2020,] [added: 2021,] is set forth below:

| Thomas R. Palmer | | | | | | [removed: 53] [added: 54] | | | | | | President and Chief Executive Officer | | |

| Rob Atkinson | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Chief Operating Officer | | |

| Nancy K. Buese | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Jennifer Cmil | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, Human Resources | | |

| [removed: Randy Engel] [added: Blake Rhodes] | | | | | | 54 | | | | | | [removed: Executive] [added: Senior] Vice President, Strategic Development | | |

| Dean Gehring | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President and Chief Technology Officer | | |

| Stephen P. Gottesfeld | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and Chief Sustainability & External Affairs Officer | | |

| Nancy Lipson | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and General Counsel | | |

| [removed: John W. Kitlen] [added: Brian C. Tabolt] | | | | | | [removed: 56] [added: 40] | | | | | | Vice President, Controller and Chief Accounting Officer | | |

Mr. Palmer [removed: has served] [added: was first elected] as President and Chief Executive Officer and a member of the Board of Directors [removed: since] [added: in] October 2019.

Mr. Atkinson was [added: first] elected Executive Vice President and Chief Operating Officer in June 2019.

Ms. Buese was [added: first] elected Executive Vice President and Chief Financial Officer in October 2016.

Ms. Cmil was [added: first] elected Executive Vice President, Human Resources in October 2019.

Mr. Gehring was [added: first] elected as Executive Vice President and Chief Technology Officer in June 2019 after serving as Regional Senior Vice President, South America since June 2017.

Mr. Gottesfeld was [added: first] elected as Executive Vice President and Chief Sustainability & External Affairs Officer in June 2019 after having served as Executive Vice President and General Counsel since March 2015.

[removed: From 2002 to 2004, Mr. Gottesfeld] was Newmont's Associate General Counsel and General Manager of Newmont Peru S.R.L., working in Lima, Peru.

Ms. Lipson was [added: first] elected as Executive Vice President and General Counsel in June 2019, after previously serving as Vice President and Deputy General Counsel since February 2013.

Mr. [removed: Kitlen became the] [added: Tabolt was first elected] Vice President, Controller and Chief Accounting Officer in [removed: June 2016.][added: May 2021.]

From 2002 to 2004, Mr. Gottesfeld

Mr. Rhodes was first elected to Senior Vice President, Strategic Development in June 2019.

He joined Newmont in September 1996 and has spent the past 10 years in corporate development and Indonesia-focused roles, following 13 years in legal positions with the Company.

Mr. Rhodes worked extensively in Indonesia, serving as both Indonesia Country Manager and Regional Senior Vice President.

He has been at the corporate office since May 2014, serving in various corporate and strategic development roles of increasing responsibility.

Mr. Tabolt previously served as Molson Coors Beverage Company’s Vice President, Controller and Chief Accounting Officer since 2014.

Prior to that role, he held other senior management roles within Molson Coors’ Accounting function, including as Senior Director of SEC Reporting and Technical Accounting and Senior Manager Technical Accounting.

Mr. Tabolt began his career in public accounting with Deloitte, holds Bachelor and Master of Science degrees in Accounting from Pennsylvania State University and is a Certified Public Accountant.

Mr. Engel was elected Executive Vice President, Strategic Development in October 2008, having served as Senior Vice President, Strategy and Corporate Development since July 2007.

Mr. Engel served as Vice President, Strategic Planning and Investor relations from 2006 to 2007; Group Executive, Investor Relations from 2004 to 2006; and Assistant Treasurer from 2001 to 2004.

Mr. Engel has been with Newmont since 1994, and has served in various capacities in the areas of business planning, corporate treasury and human resources.

He was elected Vice President, Internal Audit in October 2012, having previously served as Director, Internal Audit since joining Newmont in February 2011.

Prior to joining Newmont, Mr. Kitlen served as Director, Internal Audit at Sun Microsystems for four years.

Previously, he served as the Internal Audit Director for StorageTek and spent more than seven years with Level 3 Communications in various roles including Vice President of Internal Audit, Assistant Corporate Controller and Director of Finance.

Mr. Kitlen began his career in public accounting with Deloitte and Touche.

Information concerning this item is contained in Newmont’s definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference.

Information concerning this item is contained in Newmont’s definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the [removed: 2020] [added: 2022] Annual Meeting of Stockholders and incorporated herein by reference.

The following table sets forth at December 31, [removed: 2020] [added: 2021] information regarding Newmont’s Common Stock that may be issued under Newmont’s equity compensation plans:

(1)The weighted average exercise price includes [removed: both Employee Stock Options and] Goldcorp Options.

There are currently [removed: 23,957,164] [added: 22,796,541] shares registered and available to grant under the 2020 Stock Incentive Plan.

| Equity compensation plans approved by security holders (2) | | | | | | 3,616,947 | | | (3) | | | 56.6123 | | | | | | 22,796,541 | | | (4) | | |

| Equity compensation plans approved by security holders (2) | | | | | | 4,410,140 | | | (3) | | | 58.72 | | | | | | 23,957,164 | | | (4) | | |

Information concerning this item is contained in Newmont’s definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and incorporated herein by reference.

Information concerning this item is contained in Newmont’s definitive Proxy Statement, filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and incorporated herein by reference.

(1)The Consolidated Financial Statements, together with the reports of the independent auditors thereon dated February [removed: 18, 2021,] [added: 24, 2022,] are included as part of Item 8, Financial Statements and Supplementary Data.

| [Reports of Independent Registered Public Accounting [removed: Firms](#i3d6016fd4fca433dba295a4d43ef575e_2187)] [added: Firms](#i2139435f6f0c496f8e3773cd6ed28247_166)] | | | [removed: [101](#i3d6016fd4fca433dba295a4d43ef575e_2187)] [added: [111](#i2139435f6f0c496f8e3773cd6ed28247_166)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i3d6016fd4fca433dba295a4d43ef575e_22)] [added: (Loss)](#i2139435f6f0c496f8e3773cd6ed28247_175)] | | | [removed: [106](#i3d6016fd4fca433dba295a4d43ef575e_22)] [added: [118](#i2139435f6f0c496f8e3773cd6ed28247_175)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3d6016fd4fca433dba295a4d43ef575e_25)] [added: Flows](#i2139435f6f0c496f8e3773cd6ed28247_178)] | | | [removed: [107](#i3d6016fd4fca433dba295a4d43ef575e_25)] [added: [119](#i2139435f6f0c496f8e3773cd6ed28247_178)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i3d6016fd4fca433dba295a4d43ef575e_31)] [added: Equity](#i2139435f6f0c496f8e3773cd6ed28247_184)] | | | [removed: [110](#i3d6016fd4fca433dba295a4d43ef575e_31)] [added: [122](#i2139435f6f0c496f8e3773cd6ed28247_184)] | | |