0001164727srt:GuarantorSubsidiariesMembersrt:ReportableLegalEntitiesMember2019-01-012019-06-300001164727us-gaap:OperatingSegmentsMembernem:CostOfGoodsSoldExcludingExplorationAndRemediationExpenseMembernem:AsiaPacificSegmentMember2018-01-012018-09-300001164727us-gaap:CommonStockMember2018-06-30

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended JuneSeptember 30, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 001-31240

GraphicGraphic

NEWMONT GOLDCORP CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

    

84-1611629

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

6363 South Fiddler’s Green Circle

Greenwood Village, Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (303863-7414

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $1.60 per share

NEM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes      No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes      No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).      Yes       No

There were 819,893,825819,838,680 shares of common stock outstanding on July 18,October 29, 2019.

Table of Contents

TABLE OF CONTENTS

    

    

Page

PART I – FINANCIAL INFORMATION

SECONDTHIRD QUARTER 2019 RESULTS AND HIGHLIGHTS

1

ITEM 1.

FINANCIAL STATEMENTS

4

Condensed Consolidated Statements of Operations

4

Condensed Consolidated Statements of Comprehensive Income (Loss)

5

Condensed Consolidated Statements of Cash Flows

6

Condensed Consolidated Balance Sheets

7

Condensed Consolidated Statement of Changes in Equity

8

Notes to Condensed Consolidated Financial Statements

10

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

5963

Overview

5963

Consolidated Financial Results

6064

Results of Consolidated Operations

6872

Foreign Currency Exchange Rates

7882

Liquidity and Capital Resources

7883

Environmental

81

Accounting Developments

9286

Non-GAAP Financial Measures

8186

Accounting Developments

98

Safe Harbor Statement

9398

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

95100

ITEM 4.

CONTROLS AND PROCEDURES

96102

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

97103

ITEM 1A.

RISK FACTORS

97103

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

121103

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

121103

ITEM 4.

MINE SAFETY DISCLOSURES

121103

ITEM 5.

OTHER INFORMATION

122104

ITEM 6.

EXHIBITS

123104

SIGNATURES

125106

Table of Contents

NEWMONT GOLDCORP CORPORATION

SECONDTHIRD QUARTER 2019 RESULTS AND HIGHLIGHTS

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

Three Months Ended June 30, 

Six Months Ended June 30, 

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

Financial Results:

Sales

$

2,257

$

1,662

$

4,060

$

3,479

$

2,713

$

1,726

$

6,773

$

5,205

Gold

$

2,154

$

1,581

$

3,893

$

3,320

$

2,483

$

1,656

$

6,376

$

4,976

Copper

$

59

$

81

$

123

$

159

$

40

$

70

$

163

$

229

Silver

$

31

$

$

31

$

$

78

$

$

109

$

Lead

$

13

$

$

13

$

$

25

$

$

38

$

Zinc

$

$

$

$

$

87

$

$

87

$

Costs applicable to sales (1)

$

1,366

$

965

$

2,344

$

1,994

$

1,392

$

995

$

3,736

$

2,989

Gold

$

1,245

$

919

$

2,180

$

1,901

$

1,232

$

952

$

3,412

$

2,853

Copper

$

44

$

46

$

87

$

93

$

28

$

43

$

115

$

136

Silver

$

41

$

$

41

$

$

60

$

$

101

$

Lead

$

20

$

$

20

$

$

25

$

$

45

$

Zinc

$

16

$

$

16

$

$

47

$

$

63

$

Net income (loss) from continuing operations

$

26

$

280

$

171

$

449

$

2,252

$

(140)

$

2,423

$

309

Net income (loss)

$

$

298

$

119

$

489

$

2,204

$

(124)

$

2,323

$

365

Net income (loss) from continuing operations attributable to Newmont stockholders

$

1

$

274

$

114

$

444

$

2,226

$

(161)

$

2,340

$

283

Per common share, diluted:

Net income (loss) from continuing operations attributable to Newmont stockholders

$

$

0.51

$

0.18

$

0.83

$

2.71

$

(0.31)

$

3.30

$

0.53

Net income (loss) attributable to Newmont stockholders

$

(0.03)

$

0.54

$

0.10

$

0.90

$

2.65

$

(0.27)

$

3.16

$

0.63

Adjusted net income (loss) (2)

$

92

$

144

$

268

$

329

$

292

$

175

$

560

$

504

Adjusted net income (loss) per share, diluted (2)

$

0.12

$

0.26

$

0.41

$

0.61

$

0.36

$

0.33

$

0.79

$

0.94

Earnings before interest, taxes and depreciation and amortization (2)

$

589

$

633

$

1,234

$

1,270

$

3,403

$

222

$

4,637

$

1,492

Adjusted earnings before interest, taxes and depreciation and amortization (2)

$

679

$

545

$

1,366

$

1,189

$

1,079

$

636

$

2,445

$

1,825

Net cash provided by (used in) operating activities of continuing operations

$

875

$

667

$

1,668

$

1,095

Free Cash Flow (2)

$

270

$

178

$

635

$

332

Cash dividends declared per common share (3)

$

1.02

$

0.14

$

1.16

$

0.28

$

0.14

$

0.14

$

1.30

$

0.42

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)See “Non-GAAP Financial Measures” beginning on page 81.86.
(3)A one-time special dividend of $0.88 per share was paid on May 1, 2019 to Newmont shareholders of record as of April 17, 2019.

1

Table of Contents

NEWMONT GOLDCORP CORPORATION

SECONDTHIRD QUARTER 2019 RESULTS AND HIGHLIGHTS

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

Three Months Ended June 30, 

Six Months Ended June 30, 

2019

    

2018

    

2019

    

2018

Operating Results:

Consolidated gold ounces (thousands):

Produced

1,612

1,242

2,949

2,528

Sold

1,636

1,224

2,974

2,536

Attributable gold ounces (thousands):

Produced (1)

1,587

1,162

2,817

2,371

Sold

1,539

1,147

2,774

2,378

Consolidated and attributable - other metals:

Produced copper (million pounds)

26

31

46

57

Sold copper (million pounds)

24

27

46

54

Produced silver (thousand ounces)

1,743

1,743

Sold silver (thousand ounces)

2,167

2,167

Produced lead (million pounds)

12

12

Sold lead (million pounds)

17

17

Produced zinc (million pounds)

25

25

Sold zinc (million pounds)

Average realized price:

Gold (per ounce) 

$

1,317

$

1,292

$

1,310

$

1,310

Copper (per pound) 

$

2.48

$

2.99

$

2.68

$

2.93

Silver (per ounce)

$

14.20

$

$

14.20

$

Lead (per pound)

$

0.76

$

$

0.76

$

Zinc (per pound)

$

$

$

$

Consolidated costs applicable to sales: (2)(3)

Gold (per ounce) 

$

759

$

751

$

733

$

750

Gold equivalent ounces - other metals (per ounce)

$

1,308

$

786

$

1,146

$

796

All-in sustaining costs: (3)

Gold (per ounce) 

$

1,016

$

978

$

967

$

961

Gold equivalent ounces - other metals (per ounce)

$

1,646

$

948

$

1,413

$

954

Three Months Ended September 30, 

Nine Months Ended September 30, 

2019

    

2018

    

2019

    

2018

Operating Results:

Consolidated gold ounces (thousands):

Produced

1,650

1,394

4,599

3,922

Sold

1,682

1,378

4,656

3,914

Attributable gold ounces (thousands):

Produced (1)

1,644

1,286

4,461

3,657

Sold

1,578

1,270

4,352

3,648

Consolidated and attributable - other metals:

Produced copper (million pounds)

14

26

60

83

Sold copper (million pounds)

17

28

63

82

Produced silver (thousand ounces)

7,415

9,158

Sold silver (thousand ounces)

4,552

6,719

Produced lead (million pounds)

51

63

Sold lead (million pounds)

30

47

Produced zinc (million pounds)

83

108

Sold zinc (million pounds)

107

107

Average realized price:

Gold (per ounce) 

$

1,476

$

1,201

$

1,370

$

1,271

Copper (per pound) 

$

2.37

$

2.50

$

2.59

$

2.79

Silver (per ounce)

$

17.18

$

$

16.23

$

Lead (per pound)

$

0.84

$

$

0.81

$

Zinc (per pound)

$

0.81

$

$

0.81

$

Consolidated costs applicable to sales: (2)(3)

Gold (per ounce) 

$

733

$

691

$

733

$

729

Gold equivalent ounces - other metals (per ounce)

$

747

$

713

$

908

$

768

All-in sustaining costs: (3)

Gold (per ounce) 

$

987

$

895

$

974

$

937

Gold equivalent ounces - other metals (per ounce)

$

1,155

$

867

$

1,259

$

924

(1)Attributable gold ounces produced includes 7594 thousand ounces and 169 thousand ounces for the three and sixnine months ended JuneSeptember 30, 2019, respectively, related to the Pueblo Viejo mine, which is 40 percent owned by Newmont and accounted for as an equity method investment.
(2)Excludes Depreciation and amortization and Reclamation and remediation.
(3)See “Non-GAAP Financial Measures” beginning on page 81.86.

2

Table of Contents

SecondThird Quarter 2019 Highlights

Newmont Goldcorp transaction:On January 14, 2019, Newmont Goldcorp Corporation (Newmont) entered into a definitive agreement to acquire all outstanding common shares of Goldcorp Inc. (Goldcorp). On April 18, 2019, Newmont closed its acquisition of Goldcorp following receipt of all regulatory approvals and approval by Newmont’s and Goldcorp’s shareholders of the resolutions at the shareholder meetings on April 11 and April 4, 2019, respectively, for total cash and non-cash consideration of $9,456 in a primarily stock transaction. As of the closing date, the combined company is known as Newmont Goldcorp Corporation, continuing to be traded on the New York Stock Exchange under the ticker NEM and listed on the Toronto Stock Exchange under the ticker NGT.
Nevada Gold Mines Joint Venture: On July 1, 2019, Newmont Goldcorp and Barrick Gold Corporation concludedconsummated the transaction establishing Nevada Gold Mines LLC (Nevada Gold Mines or the Nevada Joint Venture)(“NGM”). Nevada Gold Mines,NGM is owned 38.5% by Newmont Goldcorp and owned 61.5% and operated by Barrick, will rank asBarrick. The formation of NGM diversifies the largest global gold producing complex.Company’s footprint in Nevada and allows Newmont Goldcorp to benefit from additional efficiencies through integrated mine planning and processing. The Nevada Joint Venture will be subject toCompany accounts for its interest in NGM using the oversight and guidanceproportionate consolidation method, thereby recognizing its pro-rata share of the Boardassets, liabilities and operations of Managers, with Newmont Goldcorp retaining two board seats and Barrick three, and the board supported by technical, finance and exploration advisory committees on which both companies have equal representation. Newmont Goldcorp will proportionately consolidate its ownership interest in Nevada Gold Mines and will report the Company’s interest in the joint venture as a separate segment in its consolidated financial statements beginning in the third quarter of 2019.NGM.
Net income: Delivered Netnet income from continuing operations attributable to Newmont stockholders of $1$2,226 or $-$2.71 per diluted share, a decreasean increase of $(273)$2,387 from the prior-year quarter primarily due to integration costs associated with the Newmont Goldcorpgain recognized on the formation of Nevada Gold Mines as well as higher production and Nevada joint venture transactions, costs incurred while Peñasquito and Musselwhite mines were not operational, higher interest expense and a prior-year gain from the sale of the Company’s royalty portfolio in June 2018, partially offset by higher averaged realized gold prices.
Adjusted net income: Delivered Adjusted net income of $92$292 or $0.12$0.36 per diluted share, a 54% decrease from the prior-year quarter (See “Non-GAAP Financial Measures” beginning on page 81).
Adjusted EBITDA: Generated $679 in Adjusted EBITDA, a 25%$0.03 increase from the prior-year quarter (See “Non-GAAP Financial Measures” beginning on page 81)86).
Adjusted EBITDA: Generated $1,079 in Adjusted EBITDA, a 70% increase from the prior-year quarter (See “Non-GAAP Financial Measures” beginning on page 86).
Cash Flow: Reported Net cash provided by (used in) operating activities of continuing operations of $875$1,668 for the sixnine months ended JuneSeptember 30, 2019, a 31%52% increase from the prior year, and free cash flow of $270$635 (See “Non-GAAP Financial Measures” beginning on page 81)86).
Portfolio improvements: Announced strategic investments in GT Gold, Prodigy Gold and Irving Resources, to fund exploration and development activities in Canada, Australia, and Japan, respectively; divested Buffalo Valley and Trenton Canyon properties in Nevada; and closed the transaction establishingClosed the Nevada Gold Mines joint venture, creatingventure; divested the largest global gold producing complex.Nimba iron ore project in Guinea; announced process to review potential sale opportunities for Red Lake in Canada; achieved commercial production at the Borden mine in Canada, Ahafo Mill Expansion in Ghana, and Quecher Main in Peru; advanced Tanami Expansion 2 to execution.
Attributable gold production: Produced 1.591.64 million ounces of gold, an increase of 37%28% over the prior-year quarter.
Financial strength: Ended the quarter with $1.8$2.7 billion of consolidated cash on hand and net debt of $4.9$4.8 billion, supporting an investment-grade credit profile; paid a one-time special dividend of $0.88 per share and declared a secondthird quarter dividend of $0.14 per share.

Our global project pipeline

Newmont Goldcorp’s capital-efficient project pipeline supports stable production with improving margins and mine life. Near-term development capital projects and recently completed projects are presented below. Funding for the below projects has been approved and these projects are in execution. Additional projects represent incremental improvements to production and cost guidance.

Quecher Main, South America. This project will addadds oxide production at Yanacocha, leverage existing infrastructure and enable potential future growth at Yanacocha. First production was achieved in late 2018 withand commercial production expectedwas declared in the fourth quarter ofOctober 2019. Quecher Main extends the life of the Yanacocha operation to 2027 with average annual gold production of aboutapproximately 200,000 ounces per year (on a consolidated basis) between 2020 and 2025. Development capital costs (excluding capitalized interest) since approval were $153,$181, of which $27$28 related to the secondthird quarter of 2019.

Ahafo Mill Expansion, Africa. This project is designed to maximize resource value by improving production margins and accelerating stockpile processing. The project also supports profitable development of Ahafo’s highly prospective underground resources. First production is expectedwas achieved in the third quarter ofSeptember 2019 followed byand commercial production was declared in the fourth quarter ofOctober 2019. The expansion is expected to have anincrease average annual gold production of between 75,000 and 100,000 ounces per year for the first five years beginning in 2020. Development capital costs (excluding capitalized interest) since approval were $143$163 of which $10$20 related to the secondthird quarter of 2019.

Borden, North America. This project is a new underground mine expected to extend profitable production at the Porcupine complex. The Company expects to reach commercialCommercial production was declared in the fourth quarter ofOctober 2019.

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

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

3

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions except per share)

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2019

    

2018

    

2019

    

2018

  

Sales (Note 5)

$

2,257

$

1,662

$

4,060

$

3,479

Costs and expenses:

Costs applicable to sales (1)

1,366

965

2,344

1,994

Depreciation and amortization

487

279

799

580

Reclamation and remediation (Note 6)

73

37

103

65

Exploration 

69

54

110

94

Advanced projects, research and development

32

36

59

70

General and administrative 

81

63

140

122

Other expense, net (Note 7)

137

13

205

24

2,245

1,447

3,760

2,949

Other income (expense):

Other income, net (Note 8)

90

139

135

160

Interest expense, net of capitalized interest

(82)

(49)

(140)

(102)

8

90

(5)

58

Income (loss) before income and mining tax and other items

20

305

295

588

Income and mining tax benefit (expense) (Note 9)

(20)

(18)

(145)

(123)

Equity income (loss) of affiliates (Note 10)

26

(7)

21

(16)

Net income (loss) from continuing operations 

26

280

171

449

Net income (loss) from discontinued operations (Note 11)

(26)

18

(52)

40

Net income (loss)

298

119

489

Net loss (income) attributable to noncontrolling interests (Note 12)

(25)

(6)

(57)

(5)

Net income (loss) attributable to Newmont stockholders 

$

(25)

$

292

$

62

$

484

Net income (loss) attributable to Newmont stockholders:

Continuing operations 

$

1

$

274

$

114

$

444

Discontinued operations 

(26)

18

(52)

40

$

(25)

$

292

$

62

$

484

Net income (loss) per common share (Note 13):

Basic:

Continuing operations 

$

$

0.52

$

0.18

$

0.84

Discontinued operations 

(0.03)

0.03

(0.08)

0.07

$

(0.03)

$

0.55

$

0.10

$

0.91

Diluted:

Continuing operations 

$

$

0.51

$

0.18

$

0.83

Discontinued operations 

(0.03)

0.03

(0.08)

0.07

$

(0.03)

$

0.54

$

0.10

$

0.90

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2019

    

2018

    

2019

    

2018

  

Sales (Note 6)

$

2,713

$

1,726

$

6,773

$

5,205

Costs and expenses:

Costs applicable to sales (1)

1,392

995

3,736

2,989

Depreciation and amortization

548

299

1,347

879

Reclamation and remediation (Note 7)

62

31

165

96

Exploration 

88

48

198

142

Advanced projects, research and development

43

37

102

107

General and administrative 

84

59

224

181

Impairment of long-lived assets (Note 8)

3

366

4

366

Other expense, net (Note 9)

35

5

239

29

2,255

1,840

6,015

4,789

Other income (expense):

Gain on formation of Nevada Gold Mines (Note 4)

2,366

2,366

Other income, net (Note 10)

31

37

166

197

Interest expense, net of capitalized interest

(77)

(51)

(217)

(153)

2,320

(14)

2,315

44

Income (loss) before income and mining tax and other items

2,778

(128)

3,073

460

Income and mining tax benefit (expense) (Note 11)

(558)

(3)

(703)

(126)

Equity income (loss) of affiliates (Note 12)

32

(9)

53

(25)

Net income (loss) from continuing operations 

2,252

(140)

2,423

309

Net income (loss) from discontinued operations (Note 13)

(48)

16

(100)

56

Net income (loss)

2,204

(124)

2,323

365

Net loss (income) attributable to noncontrolling interests (Note 14)

(26)

(21)

(83)

(26)

Net income (loss) attributable to Newmont stockholders 

$

2,178

$

(145)

$

2,240

$

339

Net income (loss) attributable to Newmont stockholders:

Continuing operations 

$

2,226

$

(161)

$

2,340

$

283

Discontinued operations 

(48)

16

(100)

56

$

2,178

$

(145)

$

2,240

$

339

Net income (loss) per common share (Note 15):

Basic:

Continuing operations 

$

2.72

$

(0.31)

$

3.30

$

0.53

Discontinued operations 

(0.06)

0.04

(0.14)

0.11

$

2.66

$

(0.27)

$

3.16

$

0.64

Diluted:

Continuing operations 

$

2.71

$

(0.31)

$

3.30

$

0.53

Discontinued operations 

(0.06)

0.04

(0.14)

0.10

$

2.65

$

(0.27)

$

3.16

$

0.63

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

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

4

Table of Contents

NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)

Three Months Ended June 30, 

Six Months Ended June 30, 

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2019

    

2018

    

2019

    

2018

    

    

2019

    

2018

    

2019

    

2018

    

Net income (loss)

$

  

$

298

    

$

119

$

489

 

$

2,204

  

$

(124)

    

$

2,323

$

365

Other comprehensive income (loss):

Change in marketable securities, net of tax of $-, $-, $-, and $-, respectively

1

(1)

1

1

2

3

1

Foreign currency translation adjustments

9

(1)

12

(4)

(5)

4

7

Change in pension and other post-retirement benefits, net of tax of $-, $(2), $-, and $(3), respectively

2

4

6

9

Change in fair value of cash flow hedge instruments, net of tax of $1, $(2), $1 and $(3), respectively

5

8

9

Change in pension and other post-retirement benefits, net of tax of $-, $(1), $-, and $(4), respectively

(9)

5

(3)

14

Change in fair value of cash flow hedge instruments, net of tax of $(1), $(1), $- and $(4), respectively

4

3

12

12

Other comprehensive income (loss)

12

7

27

15

(8)

12

19

27

Comprehensive income (loss)

$

12

$

305

$

146

$

504

$

2,196

$

(112)

$

2,342

$

392

Comprehensive income (loss) attributable to:

Newmont stockholders

$

(13)

$

299

$

89

$

499

$

2,170

$

(133)

$

2,259

$

366

Noncontrolling interests

25

6

57

5

26

21

83

26

$

12

$

305

$

146

$

504

$

2,196

$

(112)

$

2,342

$

392

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

5

Table of Contents

NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

Six Months Ended June 30, 

    

2019

    

2018

Operating activities:

  

Net income (loss)

    

$

119

  

$

489

Adjustments:

  

Depreciation and amortization

799

  

580

Stock-based compensation (Note 15)

54

38

Reclamation and remediation

95

61

Loss (income) from discontinued operations (Note 11)

52

(40)

Deferred income taxes

(13)

  

(19)

Gain on asset and investment sales, net (Note 8)

(33)

(99)

Write-downs of inventory and stockpiles and ore on leach pads

104

158

Other operating adjustments

(43)

9

Net change in operating assets and liabilities (Note 27)

(259)

  

(510)

Net cash provided by (used in) operating activities of continuing operations

875

  

667

Net cash provided by (used in) operating activities of discontinued operations (Note 11)

(5)

  

(5)

Net cash provided by (used in) operating activities

870

  

662

Investing activities:

  

Additions to property, plant and mine development 

(605)

  

(489)

Acquisitions, net (1)

121

  

(39)

Purchases of investments

(86)

(6)

Return of investment from equity method investees

80

(3)

Proceeds from sales of investments

56

15

Proceeds from sales of other assets

29

5

Other 

26

  

Net cash provided by (used in) investing activities 

(379)

  

(517)

Financing activities:

  

Repayment of debt 

(1,250)

  

Dividends paid to common stockholders 

(666)

  

(150)

Distributions to noncontrolling interests

(93)

(69)

Funding from noncontrolling interests

46

52

Payments for withholding of employee taxes related to stock-based compensation

(45)

(39)

Payments on lease and other financing obligations

(26)

(3)

Proceeds from sale of noncontrolling interests

48

Repurchases of common stock

(70)

Other

(2)

Net cash provided by (used in) financing activities

(2,036)

(231)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(2)

  

(2)

Net change in cash, cash equivalents and restricted cash

(1,547)

(88)

Cash, cash equivalents and restricted cash at beginning of period 

3,489

  

3,298

Cash, cash equivalents and restricted cash at end of period 

$

1,942

  

$

3,210

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

1,827

$

3,127

Restricted cash included in Other current assets

30

1

Restricted cash included in Other noncurrent assets

85

82

Total cash, cash equivalents and restricted cash

$

1,942

$

3,210

Nine Months Ended September 30, 

    

2019

    

2018

Operating activities:

  

Net income (loss)

    

$

2,323

  

$

365

Adjustments:

  

Depreciation and amortization

1,347

  

879

Stock-based compensation (Note 17)

76

57

Reclamation and remediation

151

85

Loss (income) from discontinued operations (Note 13)

100

(56)

Deferred income taxes

422

  

(100)

Impairment of long-lived assets (Note 8)

4

366

Gain on asset and investment sales, net (Note 10)

(32)

(100)

Gain on formation of Nevada Gold Mines (Note 4)

(2,366)

Write-downs of inventory and stockpiles and ore on leach pads

108

220

Other operating adjustments

(56)

46

Net change in operating assets and liabilities (Note 29)

(409)

  

(667)

Net cash provided by (used in) operating activities of continuing operations

1,668

  

1,095

Net cash provided by (used in) operating activities of discontinued operations (Note 13)

(7)

  

(8)

Net cash provided by (used in) operating activities

1,661

  

1,087

Investing activities:

  

Additions to property, plant and mine development 

(1,033)

  

(763)

Acquisitions, net (1)

127

  

(138)

Purchases of investments

(94)

(17)

Return of investment from equity method investees

83

Proceeds from sales of investments

59

16

Proceeds from sales of other assets

29

23

Other 

12

  

(5)

Net cash provided by (used in) investing activities 

(817)

  

(884)

Financing activities:

  

Repayment of debt 

(1,250)

  

Dividends paid to common stockholders 

(775)

  

(226)

Proceeds from issuance of debt, net

690

Distributions to noncontrolling interests

(137)

(107)

Funding from noncontrolling interests

75

77

Payments for withholding of employee taxes related to stock-based compensation

(48)

(39)

Payments on lease and other financing obligations

(37)

(3)

Proceeds from sale of noncontrolling interests

48

Repurchases of common stock

(96)

Other

(24)

Net cash provided by (used in) financing activities

(1,506)

(346)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(4)

  

(4)

Net change in cash, cash equivalents and restricted cash

(666)

(147)

Cash, cash equivalents and restricted cash at beginning of period 

3,489

  

3,298

Cash, cash equivalents and restricted cash at end of period 

$

2,823

  

$

3,151

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

2,712

$

3,068

Restricted cash included in Other current assets

19

1

Restricted cash included in Other noncurrent assets

92

82

Total cash, cash equivalents and restricted cash

$

2,823

$

3,151

(1)Acquisitions, net is comprised of $138 in cash and cash equivalents acquired in the Newmont Goldcorp transaction net of $17 in cash paid to Goldcorp shareholders as part of the purchase consideration.

(1) Acquisitions, net is comprised of $121 cash and cash equivalents and restricted cash acquired, net of cash paid, in the Newmont Goldcorp transaction (see Note 3 for additional information) and $6 of restricted cash acquired in the formation of Nevada Gold Mines.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

6

Table of Contents

NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

   At June 30,    

At December 31, 

At September 30, 

At December 31, 

    

2019

    

2018

 

    

2019

    

2018

 

ASSETS

Cash and cash equivalents

$

1,827

$

3,397

$

2,712

$

3,397

Trade receivables (Note 5)

330

254

Investments (Note 18)

24

48

Inventories (Note 19)

1,147

630

Stockpiles and ore on leach pads (Note 20)

772

697

Other current assets (Note 22)

538

251

Trade receivables (Note 6)

383

254

Investments (Note 20)

157

48

Inventories (Note 21)

1,102

630

Stockpiles and ore on leach pads (Note 22)

760

697

Other current assets (Note 24)

584

251

Current assets

4,638

5,277

5,698

5,277

Property, plant and mine development, net (Note 21)

23,377

12,258

Investments (Note 18)

3,710

271

Stockpiles and ore on leach pads (Note 20)

1,838

1,866

Property, plant and mine development, net (Note 23)

26,197

12,258

Investments (Note 20)

3,295

271

Stockpiles and ore on leach pads (Note 22)

1,521

1,866

Deferred income tax assets

525

401

440

401

Goodwill (Note 3)

2,156

58

Other non-current assets (Note 22)

743

584

Goodwill (Note 3, Note 4)

3,078

58

Other non-current assets (Note 24)

534

584

Total assets

$

36,987

$

20,715

$

40,763

$

20,715

LIABILITIES

Debt (Note 25)

$

626

$

626

Accounts payable

$

460

$

303

532

303

Employee-related benefits

342

305

356

305

Income and mining taxes payable

122

71

132

71

Debt (Note 23)

626

626

Lease and other financing obligations (Note 24)

89

27

Other current liabilities (Note 25)

899

455

Lease and other financing obligations (Note 26)

97

27

Other current liabilities (Note 27)

868

455

Current liabilities

2,538

1,787

2,611

1,787

Debt (Note 23)

5,475

3,418

Lease and other financing obligations (Note 24)

582

190

Reclamation and remediation liabilities (Note 6)

3,170

2,481

Debt (Note 25)

6,139

3,418

Lease and other financing obligations (Note 26)

600

190

Reclamation and remediation liabilities (Note 7)

3,441

2,481

Deferred income tax liabilities

2,458

612

2,965

612

Employee-related benefits

432

401

454

401

Silver streaming agreement (Note 5)

974

Other non-current liabilities (Note 25)

985

314

Silver streaming agreement (Note 6)

1,069

Other non-current liabilities (Note 27)

1,000

314

Total liabilities

16,614

9,203

18,279

9,203

Contingently redeemable noncontrolling interest (Note 12)

48

47

Contingently redeemable noncontrolling interest (Note 14)

49

47

EQUITY

Common stock

1,317

855

1,317

855

Treasury stock

(115)

(70)

(118)

(70)

Additional paid-in capital

18,434

9,618

18,460

9,618

Accumulated other comprehensive income (loss) (Note 26)

(257)

(284)

Accumulated other comprehensive income (loss) (Note 28)

(265)

(284)

Retained earnings (accumulated deficit)

(25)

383

2,036

383

Newmont stockholders' equity

19,354

10,502

21,430

10,502

Noncontrolling interests

971

963

1,005

963

Total equity

20,325

11,465

22,435

11,465

Total liabilities and equity

$

36,987

$

20,715

$

40,763

$

20,715

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

7

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NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited, in millions)

Accumulated

Retained

Contingently

Additional

Other

Earnings

Redeemable

Common Stock

Treasury Stock

Paid-In

Comprehensive

(Accumulated

Noncontrolling

Total

Noncontrolling

    

Shares

    

Amount

    

Shares

    

Amount

Capital

    

Income (Loss)

    

Deficit)

    

Interests

    

Equity

Interest

 

Balance at December 31, 2018

535

$

855

(2)

$

(70)

$

9,618

$

(284)

$

383

$

963

$

11,465

$

47

Cumulative-effect adjustment of adopting ASU No. 2016-02

(9)

(9)

Net income (loss)

87

31

118

1

Other comprehensive income (loss) 

15

15

Dividends declared (1)

(76)

(76)

Distributions declared to noncontrolling interests

(44)

(44)

Cash calls requested from noncontrolling interests (2)

22

22

Withholding of employee taxes related to stock-based compensation

(1)

(39)

(39)

Stock-based awards and related share issuances

2

5

14

19

Balance at March 31, 2019

537

$

860

(3)

$

(109)

$

9,632

$

(269)

$

385

$

972

$

11,471

$

48

Net income (loss)

(25)

25

Other comprehensive income (loss) 

12

12

Shares issued and other non-cash consideration for Goldcorp acquisition (3)

285

457

8,972

9,429

Dividends declared (1)

(205)

(385)

(590)

Distributions declared to noncontrolling interests

(49)

(49)

Cash calls requested from noncontrolling interests (2)

23

23

Repurchase and retirement of common stock

Withholding of employee taxes related to stock-based compensation

(6)

(6)

Stock-based awards and related share issuances

1

35

35

Balance at June 30, 2019

823

$

1,317

(3)

$

(115)

$

18,434

$

(257)

$

(25)

$

971

$

20,325

$

48

Accumulated

Retained

Contingently

Additional

Other

Earnings

Redeemable

Common Stock

Treasury Stock

Paid-In

Comprehensive

(Accumulated

Noncontrolling

Total

Noncontrolling

    

Shares

    

Amount

    

Shares

    

Amount

Capital

    

Income (Loss)

    

Deficit)

    

Interests

    

Equity

Interest

 

Balance at December 31, 2018

535

$

855

(2)

$

(70)

$

9,618

$

(284)

$

383

$

963

$

11,465

$

47

Cumulative-effect adjustment of adopting ASU No. 2016-02

��

(9)

(9)

Net income (loss)

87

31

118

1

Other comprehensive income (loss) 

15

15

Dividends declared (1)

(76)

(76)

Distributions declared to noncontrolling interests

(44)

(44)

Cash calls requested from noncontrolling interests (2)

22

22

Withholding of employee taxes related to stock-based compensation

(1)

(39)

(39)

Stock-based awards and related share issuances

2

5

14

19

Balance at March 31, 2019

537

$

860

(3)

$

(109)

$

9,632

$

(269)

$

385

$

972

$

11,471

$

48

Net income (loss)

(25)

25

Other comprehensive income (loss) 

12

12

Shares issued and other non-cash consideration for Goldcorp acquisition (3)

285

457

8,972

9,429

Dividends declared (1)

(205)

(385)

(590)

Distributions declared to noncontrolling interests

(49)

(49)

Cash calls requested from noncontrolling interests (2)

23

23

Withholding of employee taxes related to stock-based compensation

(6)

(6)

Stock-based awards and related share issuances

1

35

35

Balance at June 30, 2019

823

$

1,317

(3)

$

(115)

$

18,434

$

(257)

$

(25)

$

971

$

20,325

$

48

Net income (loss)

2,178

25

2,203

1

Other comprehensive income (loss) 

(8)

(8)

Noncontrolling interest attributable to the formation of Nevada Gold Mine

25

25

Dividends declared (1)

(114)

(114)

Distributions declared to noncontrolling interests

(44)

(44)

Cash calls requested from noncontrolling interests (2)

28

28

Cancellation of shares due to the expiration of certain exchange rights

4

(3)

1

Withholding of employee taxes related to stock-based compensation

(3)

(3)

Stock-based awards and related share issuances

22

22

Balance at September 30, 2019

823

$

1,317

(3)

$

(118)

$

18,460

$

(265)

$

2,036

$

1,005

$

22,435

$

49

(1)Cash dividends declared per common share was $0.14 and $0.28$0.42 for the three and sixnine months ended JuneSeptember 30, 2019, respectively. Special dividends declared per common share was $0.88were $- and $0.88 for the three and sixnine months ended JuneSeptember 30, 2019, respectively. Dividends declared and dividends paid to common stockholders will differ by $5. This is due to the timing of when these dividends are paid.
(2)Cash calls requested from noncontrolling interests of $45$73 for the sixnine months ended JuneSeptember 30, 2019 represent cash calls requested from Staatsolie for the Merian mine.mine of $69 and NGM for the South Arturo mine of $4. Staatsolie paid $46$71 and NGM paid $4 for cash calls during the sixnine months ended JuneSeptember 30, 2019. Differences are due to timing of receipts.
(3)The shares issued and other non-cash consideration for Goldcorp acquisition includes the fair value of equity classified stock-based compensation awards allocated to purchase consideration of $6.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

8

Table of Contents

NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited, in millions)

Accumulated

Retained

Contingently

Additional

Other

Earnings

Redeemable

Common Stock

Treasury Stock

Paid-In

Comprehensive

(Accumulated

Noncontrolling

Total

Noncontrolling

    

Shares

    

Amount

    

Shares

    

Amount

Capital

    

Income (Loss)

    

Deficit)

    

Interests

    

Equity

Interest

 

Balance at December 31, 2017

534

$

855

(1)

$

(30)

$

9,592

$

(292)

$

410

$

984

$

11,519

$

Cumulative-effect adjustment of adopting ASU No. 2016-01

115

(115)

Net income (loss)

192

(1)

191

Other comprehensive income (loss) 

8

8

Dividends declared (1)

(76)

(76)

Distributions declared to noncontrolling interests

(31)

(31)

Cash calls requested from noncontrolling interests (2)

28

28

Repurchase and retirement of common stock

(2)

(3)

(30)

(31)

(64)

Withholding of employee taxes related to stock-based compensation

(1)

(39)

(39)

Stock-based awards and related share issuances

3

5

14

19

Balance at March 31, 2018

535

$

857

(2)

$

(69)

$

9,576

$

(169)

$

380

$

980

$

11,555

$

Net income (loss)

292

6

298

Other comprehensive income (loss) 

7

7

Sale of noncontrolling interest

48

Dividends declared (1)

(74)

(74)

Distributions declared to noncontrolling interests

(38)

(38)

Cash calls requested from noncontrolling interests (2)

24

24

Repurchase and retirement of common stock

(6)

(6)

Withholding of employee taxes related to stock-based compensation

Stock-based awards and related share issuances

19

19

Balance at June 30, 2018

535

$

857

(2)

$

(69)

$

9,595

$

(162)

$

592

$

972

$

11,785

$

48

Accumulated

Retained

Contingently

Additional

Other

Earnings

Redeemable

Common Stock

Treasury Stock

Paid-In

Comprehensive

(Accumulated

Noncontrolling

Total

Noncontrolling

    

Shares

    

Amount

    

Shares

    

Amount

Capital

    

Income (Loss)

    

Deficit)

    

Interests

    

Equity

Interest

 

Balance at December 31, 2017

534

$

855

(1)

$

(30)

$

9,592

$

(292)

$

410

$

984

$

11,519

$

Cumulative-effect adjustment of adopting ASU No. 2016-01

115

(115)

Net income (loss)

192

(1)

191

Other comprehensive income (loss) 

8

8

Dividends declared (1)

(76)

(76)

Distributions declared to noncontrolling interests

(31)

(31)

Cash calls requested from noncontrolling interests (2)

28

28

Repurchase and retirement of common stock

(2)

(3)

(30)

(31)

(64)

Withholding of employee taxes related to stock-based compensation

(1)

(39)

(39)

Stock-based awards and related share issuances

3

5

14

19

Balance at March 31, 2018

535

$

857

(2)

$

(69)

$

9,576

$

(169)

$

380

$

980

$

11,555

$

Net income (loss)

292

6

298

Other comprehensive income (loss) 

7

7

Sale of noncontrolling interest

48

Dividends declared (1)

(74)

(74)

Distributions declared to noncontrolling interests

(38)

(38)

Cash calls requested from noncontrolling interests (2)

24

24

Repurchase and retirement of common stock

(6)

(6)

Stock-based awards and related share issuances

19

19

Balance at June 30, 2018

535

$

857

(2)

$

(69)

$

9,595

$

(162)

$

592

$

972

$

11,785

$

48

Net income (loss)

(145)

20

(125)

1

Other comprehensive income (loss) 

12

12

Dividends declared (1)

(76)

(76)

Distributions declared to noncontrolling interests

(38)

(38)

Cash calls requested from noncontrolling interests (2)

23

23

Repurchase and retirement of common stock

(1)

(2)

(14)

(10)

(26)

Stock-based awards and related share issuances

1

19

19

Balance at September 30, 2018

535

$

855

(2)

$

(69)

$

9,600

$

(150)

$

361

$

977

$

11,574

$

49

(1)

Cash dividends declared per common share was $0.14 and $0.28$0.42 for the three and sixnine months ended JuneSeptember 30, 2018, respectively.

(2)

Cash calls requested from noncontrolling interests of $52$75 for the sixnine months ended JuneSeptember 30, 2018 represent cash calls requested from Staatsolie for the Merian mine. Staatsolie paid $77 for cash calls during the nine months ended September 30, 2018. Differences are due to timing of receipts.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

9

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 1     BASIS OF PRESENTATION

The interim Condensed Consolidated Financial Statements (“interim statements”) of Newmont Goldcorp Corporation, a Delaware corporation, formerly Newmont Mining Corporation, and its subsidiaries (collectively, “Newmont,” “Newmont Goldcorp” or the “Company”) are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements for the year ended December 31, 2018 filed on February 21, 2019 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted. References to “C$” refersrefer to Canadian currency.

On January 14, 2019, the Company entered into a definitive agreement (as amended by the first amendment to the arrangement agreement, dated as of February 19, 2019, the “Arrangement Agreement.”Agreement”) to acquire all outstanding shares of Goldcorp, Inc. (“Goldcorp”), an Ontario corporation. On April 18, 2019 (“acquisition date”), pursuant to the Arrangement Agreement, Newmont completed the business acquisition of Goldcorp. Under the terms of the Arrangement Agreement, 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. For further information, see Note 3.

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”), which combined certain mining operations and assets located in Nevada, historically included in the Company’s North America reportable segment, and certain of Barrick’s Nevada mining operations and assets. In connection with the closing of the Nevada JV Agreement, Newmont and Barrick entered into an Amended and Restated Limited Liability Company Agreement of NGM, which is the primary operating document governing NGM. Pursuant to the terms of the Nevada JV Agreement, 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, which is comprised of two2 managers appointed by Newmont and three3 managers appointed by Barrick. Newmont and Barrick have an equal number of representatives on NGM’s technical, exploration and finance advisory committees.

In connection with the establishment of NGM on July 1, 2019, Newmont and The Bank of New York Mellon Trust Company, N.A. executed the first supplemental indenture to the indenture dated, March 22, 2005 (“Indenture”), pursuant to which the Company has issued $600 of 5.875% notes due in 2035. Under the terms of the first supplemental indenture, NGM agreed to provide a full and unconditional guarantee of the Company’s notes due in 2035, subject to the terms and conditions set forth in the Indenture. For further information, see Note 4.

On July 1, 2019 the Company also entered into a toll milling agreement with NGM for processing sulfide concentrate produced at CC&V. Under the terms of the agreement, CC&V will deliver a minimum of 4,000 tons and a maximum of 8,333 tons of concentrate per month for milling to NGM, with NGM and CC&V each covering 50% of the cost of transportation. CC&V will pay $20 per ton towards milling costs and reimburse NGM for doré refining and transportation costs. CC&V will receive credit for all gold recovered and NGM will utilize the concentrate as a fuel source for the NGM roaster. The agreement expires on December 31, 2020.

In connection with entering into the Nevada JV Agreement, Newmont entered into a mutual two-year standstill agreement with Barrick, which will expire on July 1, 2021.

As of the effective date, the Company will deconsolidate its existing Nevada mining operations and assets contributed to NGM in exchange for the fair value of its 38.5% economic interest in NGM. The Company will account for its interest in NGM using the proportionate consolidation method, thereby recognizing its pro-rata share of the assets, liabilities and operations of NGM. The Company will report NGM as a separate segment in its consolidated financial statements. The valuation of the Company’s 38.5%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

interest in NGM is still in process. A gain or loss resulting in the difference between the carrying value of the contributed assets and the value of the Company’s interest in NGM will be recognized upon completion of the valuation in the third quarter.

NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

As a global mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold, but also for copper, silver, lead and zinc. Historically, the commodity markets have been very volatile, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and on the quantities of reserves that the Company can economically produce. The carrying value of the Company’s Property, plant and mine development, net; Inventories; Stockpiles and ore on leach pads; Investments; Deferred income tax assets and Goodwill are particularly sensitive to the outlook for commodity prices. A decline in the Company’s price outlook from current levels could result in material impairment charges related to these assets.

In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, and changes in social, environmental or regulatory requirements and management’s decision to reprioritize or abandon a development project can adversely affect the Company’s ability to recover its investment in certain assets and result in impairment charges.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. Actual results could differ from these estimates.

Reclassifications

Certain amounts in prior years have been reclassified to conform to the 2019 presentation, including Goodwill of $58, which was reclassified from Other non-current assets to Goodwill. Reclassified amounts were not material to the financial statements.

Business Combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction and integration costs related to business combinations are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. For material acquisitions, the Company typically engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and noncontrolling interest, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of reserve quantities and exploration potential, costs to produce and develop reserves, revenues, and operating expenses; (ii) long-term growth rates; (iii) appropriate discount rates; and (iv) expected future capital requirements (“income valuation method”). The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (“market valuation method”). The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (“cost valuation method”). If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business acquisition. Goodwill is allocated to reporting units and tested for impairment annually and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The fair value of a reporting unit is determined using both the income and market valuation methods. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognizes its pro rata share of Goodwill and any subsequent goodwill impairment losses recorded by unincorporated joint ventures in which it has an undivided interest.

Leases

The Company adopted Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2019. Changes to the Company’s accounting policy as a result of adoption are discussed below.

The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases are included in Other non-current assets and Other current and non-current liabilities in the Condensed Consolidated Balance Sheets. Finance

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

leases are included in Property, plant and mine development, net and current and non-current Lease and other financing obligations in the Condensed Consolidated Balance Sheets.

Operating and finance lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. Leases acquired in a business combination are also measured based on the present value of the remaining leases payments, as if the acquired lease were a new lease at the acquisition date. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company has lease arrangements that include both lease and non-lease components. The Company accounts for each separate lease component and its associated non-lease components as a single lease component for the majority of its asset classes. Additionally, for certain lease arrangements that involve leases of similar assets, the Company applies a portfolio approach to effectively account for the underlying ROU assets and lease liabilities.

Recently Adopted Accounting Pronouncements

Leases

In February 2016, ASUAccounting Standards Update (“ASU”) No. 2016-02 was issued which, together with subsequent amendments, is included in ASC 842, Leases. The standard was issued to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet for all leases with an initial term greater than one year. Certain qualitative and quantitative disclosures are also required.

The Company adopted this standard as of January 1, 2019 using the modified retrospective approach. Upon adoption, the Company recognized a cumulative-effect adjustment of $9 to the opening balance of retained earnings. The comparative information has not been adjusted and continues to be reported under the accounting standard in effect for those periods.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The new standard offers a number of optional practical expedients of which the Company elected the following:

Transition elections: The Company elected the land easements practical expedient whereby existing land easements were not reassessed under the new standard.

Ongoing accounting policy elections: The Company elected the short-term lease recognition exemption whereby ROU assets and lease liabilities will not be recognized for leasing arrangements with terms less than one year. The Company elected the practical expedient to not separate lease and non-lease components for the majority of its underlying asset classes.

Based on contracts outstanding at January 1, 2019, the adoption of the new standard resulted in the recognition of additional operating lease ROU assets and lease liabilities of $46 and $47, respectively, and finance lease ROU assets and lease liabilities of $85 and $93, respectively. Additionally, the Company reclassified $19 from Other non-current assets, $3 from Other current liabilities and $28 from Other non-current liabilities into Property, plant and mine development, net; current Lease and other financing obligations and non-current Lease and other financing obligations, respectively. Adoption of this standard did not have a material impact to the Consolidated Statements of Operations or the Consolidated Statements of Cash Flows. For required qualitative and quantitative disclosures related to leasing arrangements beginning in the period of adoption, see Note 24.26.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Recently Issued Accounting Pronouncements

Current Expected Credit Loss

In June 2016, ASU No. 2016-13 was issued which, together with subsequent amendments, changes how entities will record credit losses from an “incurred loss” approach to an “expected loss” approach. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The Company is currently undergoing its assessment of the new guidance and the impact it will have on the Condensed Consolidated Financial Statements and related disclosures. The Company expects to complete its analysis in 2019. Based on procedures performed as at September 30, 2019, management does not expect to establish material additional reserves for its cash and cash equivalents, debt securities and trade receivables. The Company anticipates adopting the new guidance as of January 1, 2020.

Fair Value Disclosure Requirements

In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The Company is still completing its assessmenthas evaluated this guidance and will enhance and modify required disclosures, which are not expected to be significant. The Company anticipates adopting the new guidance as of the impacts and anticipated adoption date of this guidance.

January 1, 2020.

Defined Benefit Plan Disclosure Requirements

In August 2018, ASU No. 2018-14 was issued to modify and enhance the required disclosures for defined benefit plans. This update is effective in fiscal years, including interim periods, ending after December 15, 2020, and early adoption is permitted. The Company is still completing its assessmenthas evaluated this guidance and will enhance and modify required disclosures, which are not expected to be significant. The Company anticipates early adopting the new guidance as of the impacts and anticipated adoption date of this guidance.

December 31, 2019.

Capitalization of Certain Cloud Computing Implementation Costs

In August 2018, ASU No. 2018-15 was issued which allows for the capitalization for certain implementation costs incurred in a cloud computing arrangement that is considered a service contract. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The Company is still completing its assessmenthas evaluated this guidance and does not expect it to have a material impact on the Consolidated Financial Statements and disclosures. The Company anticipates adopting the new guidance as of the impacts and anticipated adoption date of this guidance.January 1, 2020.

NOTE 3 BUSINESS ACQUISITION

On April 18, 2019 (“acquisition date”), pursuant to the Arrangement Agreement, Newmont completed the business acquisition of Goldcorp, in which Newmont was the acquirer. The acquisition of Goldcorp increased the Company’s gold and other metal reserves and expanded the operating jurisdictions.

The acquisition date fair value of the consideration transferred consisted of the following:

Newmont stock issued (285 million shares at $33.04 per share)

$

9,423

Cash paid to Goldcorp shareholders

17

Other non-cash consideration

16

Total consideration

$

9,456

The Company retained an independent appraiser to determine the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of Goldcorp has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The Company retained an independent appraiser to determine the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of Goldcorp has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for income tax purposes. The goodwill balance is mainly attributable to: (i) the acquisition of existing operating mines with access to an assembled workforce that cannot be duplicated at the same costs by new entrants; (ii) operating synergies anticipated from the integration of the operations of Newmont and Goldcorp; (iii) the application of Newmont’s Full Potential program and potential strategic and financial benefits that include, the increase in reserve base, the benefits of additional revenue from other products such as silver, lead, zinc, and copper; and (iv) the financial flexibility to execute capital priorities.

As of JuneSeptember 30, 2019, the Company had not yet fully completed the analysis to assign fair values to all assets acquired and liabilities assumed, and therefore the purchase price allocation for Goldcorp is preliminary. The preliminary purchase price allocation will be subject to further refinement and may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The purchase price allocation adjustments can be made throughout the end of Newmont’s measurement period, which is not to exceed one year from the acquisition date.

The following table summarizes the preliminary purchase price allocation for Goldcorp:the Goldcorp transaction as of September 30, 2019:

Assets:

Cash and cash equivalents(1)

$

138

$

117

Trade receivables

89

95

Investments(1)

218

179

Equity method investments (1)(2)

3,160

2,843

Inventories

534

534

Stockpiles and ore on leach pads

57

57

Property, plant & mine development (2)(3)

11,242

11,281

Goodwill (3)(4)

2,098

2,752

Deferred income tax assets

121

121

Other assets(1)

460

509

Total assets

$

18,117

18,488

Liabilities:

Debt (4)(5)

$

3,304

3,304

Accounts payable

249

249

Employee-related benefits(6)

87

148

Income and mining taxes payable

8

17

Lease and other financing obligations(7)

359

414

Reclamation and remediation liabilities (5)(8)

677

948

Deferred income tax liabilities (6)(9)

1,896

1,837

Silver streaming agreement (7)

1,102

Other liabilities (8)

979

Silver streaming agreement (10)

1,165

Other liabilities (11)

950

Total liabilities

$

8,661

9,032

Net assets acquired

$

9,456

$

9,456

(1)During the period, $21 and $39 of Cash and cash equivalents and Investments, respectively, were determined to be restricted and were reclassified to restricted cash and restricted investments, respectively, and included in Other assets in conformity with Newmont policy.
(2)The preliminary fair value of the equity method investments was determined by applying the income valuation method. The income valuation method relies on a discounted cash flow model and projected financial results. Discount rates for the discounted cash flow models are based on capital structures for similar market participants and included various risk premiums that account for risks associated with the specific investments. During the quarter, $317 of goodwill was reclassified from Equity method Investments to Goodwill as the equity method investee is not expected to benefit from the synergies of the acquisition.
(2)(3)The preliminary fair value of property, plant and mine development is based on applying the income and cost valuation methods.
(3)Preliminary goodwill attributablemethods and includes a provision for the estimated fair value of asset retirement obligations related to the North Americalong-lived tangible assets. During the quarter, measurement period adjustments of $39 increased Property, plant and South America reportable segments is $1,713 and $385, respectively.mine development, primarily due to further refinements of estimates.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

(4)Preliminary goodwill attributable to the North America and South America reportable segments is $2,249 and $503, respectively. During the third quarter of 2019, the Company identified and recorded measurement period adjustments to our preliminary purchase price allocation that was disclosed in prior periods, as a result of additional analysis performed. These adjustments primarily include increased Reclamation and remediation liabilities, reclassification of Goodwill from Equity method investments, updates to the Silver streaming liability estimate and the addition of legally required severance obligation estimates that existed at the date of acquisition, which resulted in Goodwill increasing by $654 during the quarter.
(5)The preliminary fair value of the Goldcorp senior notes is measured using a market approach, based on quoted prices for the acquired debt; $1,250 of borrowings under the term loan and revolving credit agreements approximate fair value.
(5)(6)During the quarter, Employee-related benefits increased by $61 due to the addition of legally required severance obligations that existed at the date of acquisition.
(7)During the quarter, measurement period adjustments of $55 increased Lease and other financing obligations, primarily due to further refinements of estimates.
(8)The preliminary fair value of reclamation and remediation liabilities is based on the expected amounts and timing of cash flows for closure activities and discounted to present value using a credit-adjusted risk-free rate as of the acquisition date. Key assumptions include the costs and timing of key closure activities based on the life of mine plans, including estimates and timing of monitoring and water management costs (if applicable) after the completion of initial closure activities. During the quarter, measurement period adjustments of $271 were made to Reclamation and remediation liabilities, as a result of additional analysis performed by the Company and third party specialists to further understand the various closure requirements that existed as of the acquisition date.
(6)(9)Deferred income tax assets and liabilities represent the future tax benefit or future tax expense associated with the differences between the preliminary fair value allocated to assets (excluding goodwill) and liabilities and the historical carryover tax basis of these assets and liabilities. No deferred tax liability is recognized for the basis difference inherent in the preliminary fair value allocated to goodwill. During the quarter, measurement period adjustments of $59 decreased Deferred income tax liabilities, primarily due to the tax impact of the other measurement period adjustments described above and recorded during the quarter.
(7)(10)The preliminary fair value of the acquired silver streaming intangible liability is valued by using the income valuation method. Key assumptions in the income valuation method include long-term silver prices, level of silver production over the life of mine and discount rates. During the quarter, measurement period adjustments were identified to refine the impact of exploration potential that existed at the date of acquisition, which increased the Silver streaming liability by $63.
(8)(11)Other liabilities includes the preliminary balance of $451$453 related to unrecognized tax benefits, interest and penalties. Based on this preliminary amount, the acquisition of Goldcorp increased Newmont’s unrecognized tax benefits, interest and penalties, which were $14 at December 31, 2018.

The measurement period adjustments discussed above had an immaterial impact to the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019, respectively.

Sales and Net income (loss) attributable to Newmont stockholders in the Condensed Consolidated Statement of Operations includes Goldcorp revenue of $449$710 and $1,159 and Goldcorp net lossincome (loss) of $89$72 and $(17) from the acquisition date to the periodthree and nine months ending JuneSeptember 30, 2019.

Pro Forma Financial Information

The following unaudited pro forma financial information presents consolidated results assuming the Goldcorp acquisition occurred on January 1, 2018.

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

2019

    

2018

    

2019

    

2018

2019

    

2018

    

2019

    

2018

Sales

$

2,284

$

2,458

$

4,788

$

5,126

$

2,713

$

2,359

$

7,501

$

7,485

Net income (loss) (1)

(110)

325

(77)

590

2,178

(210)

2,101

380

(1)Included in Net income (loss) are $148$26 and $202$228 of Goldcorp transaction and integration costs for the three and sixnine months ended JuneSeptember 30, 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 4 NEVADA GOLD MINES JOINT VENTURE

On July 1, 2019, Newmont and Barrick consummated the Nevada JV Agreement and established NGM, which combined the Company’s Nevada mining operations with Barrick’s Nevada mining operations. The formation of NGM diversifies the Company’s footprint in Nevada and allows the Company to pursue additional efficiencies through integrated mine planning and processing.

As of the effective date, the Company contributed its existing Nevada mining operations, which included Carlin, Phoenix, Twin Creeks and Long Canyon, to NGM in exchange for a 38.5% interest in NGM. The interest received in NGM was accounted for at fair value, and accordingly, the Company recognized a gain of $2,366 during the third quarter of 2019 as Gain on formation of Nevada Gold Mines. The gain represents the difference between the fair value of the Company’s interest in NGM and the carrying value of the Nevada mining operations contributed to NGM.

Fair value of 38.5% interest received in NGM, including noncontrolling interest

$

7,341

Less: carrying value of Nevada mining operations contributed

(4,950)

Less: noncontrolling interest

(25)

Gain on formation of Nevada Gold Mines

$

2,366

The Company accounts for its interest in NGM using the proportionate consolidation method, which is an exception available to entities in the extractive industries, thereby recognizing its pro-rata share of the assets, liabilities and operations of NGM. NGM retained an independent appraiser to determine the fair value of the Company’s interest in NGM as of the effective date. The fair value estimates were based on income, market and cost valuation methods.

The following table summarizes the fair value of the 38.5% interest received in NGM as of the effective date:

Assets:

Inventories

$

134

Stockpiles and ore on leach pads (1)

500

Property, plant & mine development (2)

7,075

Goodwill (3)

268

Other assets

83

Total assets

8,060

Liabilities:

Accounts payable

97

Income and mining taxes payable

16

Lease and other financing obligations

1

Reclamation and remediation liabilities (4)

284

Deferred income tax liabilities (5)

278

Other liabilities

43

Total liabilities

719

Fair value of 38.5% interest received in NGM, including noncontrolling interest

$

7,341

(1)The fair value of the stockpiles and ore on leach pads was determined by applying the income valuation approach adjusted for estimated future costs to complete and normal profit margin.
(2)The fair value of property, plant and mine development is based on applying the income and cost valuation methods and includes a provision for the estimated fair value of asset retirement obligations related to the long-lived tangible assets.
(3)Goodwill represents the Company’s proportionate share of goodwill recognized by NGM at formation and primarily represents the value assigned to the assembled workforce acquired and the impact of deferred tax liabilities recognized in relation to Nevada net proceeds taxes. The Company’s proportionate share of goodwill recognized by NGM is included in the Nevada reportable segment.
(4)The fair value of reclamation and remediation liabilities is based on the expected amounts and timing of cash flows for closure activities and discounted to present value using a credit-adjusted risk-free rate as of the acquisition date.Key assumptions include the costs and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

timing of key closure activities based on the life of mine plans, including estimates and timing of monitoring and water management costs (if applicable) after the completion of initial closure activities.
(5)Deferred income tax liabilities represent the future tax expense relating to the Nevada net proceeds tax associated with the differences between the fair value allocated to assets (excluding goodwill) and liabilities and the historical carryover tax basis of these assets and liabilities. No deferred tax liability is recognized for the basis difference inherent in the fair value allocated to goodwill.

Sales and Net income (loss) attributable to Newmont stockholders in the Condensed Consolidated Statement of Operations includes NGM revenue of $492 and NGM net income of $79 from the effective date to the period ending September 30, 2019.

In connection with the formation of NGM on July 1, 2019, Newmont and The Bank of New York Mellon Trust Company, N.A. executed the first supplemental indenture to the indenture dated, March 22, 2005 (“First Supplemental Indenture”), pursuant to which the Company has issued $600 of 5.875% notes due in 2035 (“2035 Notes”). Under the terms of the First Supplemental Indenture, NGM had agreed to provide a full and unconditional guarantee of the Company’s 2035 Notes, subject to the terms and conditions set forth in the Indenture. On August 23, 2019, the Company successfully completed a consent solicitation for its 2035 Notes. In connection with the consent solicitation, a second supplemental indenture (“Second Supplemental Indenture”) was executed that released NGM as a guarantor of the Company’s 2035 Notes. See Note 25 for additional information regarding the First Supplemental Indenture and the Second Supplemental Indenture

On July 1, 2019 the Company entered into a transition services agreement (“TSA”) with NGM. The TSA agreement governs specific transition services that the Company provides to NGM. The agreement expires on the earlier of the date on which the last transition service terminates and February 28, 2021. From the effective date to the period ending September 30, 2019, the Company billed NGM $4 for services provided under the TSA.

On July 1, 2019 the Company entered into an employee lease agreement with NGM due to the length of time necessary for NGM to establish employment related functions and programs. Under the terms of the agreement, NGM may lease the services and skills of certain personnel that remain employed by Newmont. The leasing period will expire at December 31, 2019 or a later agreed upon date if additional time is required to establish the employment related functions and programs. Following the expiration of the leasing period, the leased employees who accept NGM’s offer of employment, will cease employment with Newmont and commence employment with NGM. The costs associated with the employee lease agreement are billed to NGM on a monthly basis. From the effective date to the period ending September 30, 2019, the Company billed NGM $102 for services provided under the employee lease agreement.

On July 1, 2019 the Company also entered into a toll milling agreement with NGM for processing sulfide concentrate produced at CC&V. Under the terms of the agreement, CC&V will deliver a minimum of 4,000 tons and a maximum of 8,333 tons of concentrate per month for milling to NGM, with NGM and CC&V each covering 50% of the cost of transportation. CC&V will pay $20 per ton towards milling costs and reimburse NGM for doré refining and transportation costs. CC&V continues to hold title to the concentrate sent to NGM for processing and receives bullion credits for gold recovered and NGM utilizes the concentrate as a fuel source for the NGM roaster. The agreement expires on December 31, 2020. From the effective date to the period ending September 30, 2019, the Company’s payments for services provided under the toll milling agreement were immaterial.

In addition, the Company purchases gold and silver from NGM for resale to third parties. Gold purchases from NGM totaled $488 for the three and nine months ended September 30, 2019. Total amounts due to (from) NGM for gold and silver purchased, the TSA services provided, employees leased to NGM and CC&V toll milling outlined above were $85 as of September 30, 2019.

In connection with entering into the Nevada JV Agreement, Newmont entered into a mutual two-year standstill agreement with Barrick, which expires on July 1, 2021.

17

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 5     SEGMENT INFORMATION

The Company regularly reviews its segment reporting for alignment with its strategic goals and operational structure as well as for evaluation of business performance and allocation of resources by Newmont’s Chief Operating Decision Maker ("CODM"). FollowingIn the second quarter of 2019, following the close of the Newmont Goldcorp transaction on April 18, 2019, and in anticipation of the formation of NGM in the third-quarter ofeffective July 1, 2019, the Company revised its operating segments to reflect certain changes in the financial information regularly reviewed by the CODM. The Company determined that its operations are now organized in five5 geographic regions; Nevada, North America, South America, Australia, Africa and Africa,Nevada, which also represent Newmont’s reportable and operating segments. For the periods prior to the second quarter of 2019, the Company’s operations were organized in four4 geographic regions; North America, South America, Australia and Africa. Segment results for the prior periods have been recasted to reflect the change in reportable segments.

As a result of the Newmont Goldcorp transaction, the Company acquired the Red Lake, Musselwhite, Porcupine, Éléonore and Peñasquito mines, which are now included in the North America reportable segment, and the Cerro Negro mine, which is now included in the South America reportable segment. Additionally, the Company acquired certain equity method investments that include Pueblo Viejo, Norte Abierto, Nueva Unión and Alumbrera. Pueblo Viejo is included in the South America reportable segment within Other South America. All other equity method investments are included in Corporate and other. Refer to Note 3 for further information.

Pursuant to the anticipated formation of NGM, the CompanyThe Company’s newly formed the Nevada reportable segment which includes Carlin, Phoenix, Twin Creeks and Long Canyon mines, while the CC&V mine continues to be included in the North America reportable segment. TheseThe mines in the Nevada reportable segment were previously included in the North America reportable segment.

15

Table In the third quarter of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars2019, the Company added NGM to the Nevada reportable segment, which reflects the Company’s 38.5% ownership interest in millions, except per share, per ounce and per pound amounts)the joint venture from the effective date to the period ended September 30, 2019. Refer to Note 4 for further information.

Notwithstanding the revised reportable segments structure, the Company internally reports information on a mine-by-mine basis for each mining operation and has chosen to disclose this information in the following tables. Income (loss) before income and mining tax and other items from reportable segments does not reflect general corporate expenses, interest (except project-specific interest) or income and mining taxes. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Newmont’s business activities that are not included within the reportable segments are included in Corporate and Other. Although they are not required to be included in this footnote, they are provided for reconciliation purposes.

The financial information relating to the company’sCompany’s segments is as follows:

16

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Advanced

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

Applicable

and

and Development 

and Mining Tax

Capital

 

Sales

to Sales

Amortization

and Exploration

and Other Items

Expenditures(1)

Three Months Ended June 30, 2019

Carlin

   

$

240

   

$

166

   

$

49

   

$

7

   

$

16

   

$

35

Phoenix:

Gold

67

53

16

Copper

21

15

5

Total Phoenix

88

68

21

1

20

6

Twin Creeks

110

59

16

3

37

14

Long Canyon

58

15

15

7

19

2

Other Nevada

1

2

(4)

5

Nevada

496

308

102

20

88

62

CC&V

108

77

23

4

12

Red Lake (2)

49

43

21

3

(27)

14

Musselwhite (2)

7

12

8

3

(17)

17

Porcupine (2)

78

63

19

2

(13)

22

Éléonore (2)

110

75

24

2

4

18

Peñasquito: (2)

Gold

26

27

6

Silver

31

41

10

Lead

13

20

6

Zinc

16

9

Total Peñasquito

70

104

31

1

(80)

19

Other North America

7

1

(25)

2

North America

422

374

133

16

(158)

104

Yanacocha

177

100

26

6

38

43

Merian

163

71

22

2

67

12

Cerro Negro (2)

135

63

46

4

7

17

Other South America

3

11

(13)

1

South America

475

234

97

23

99

73

Boddington:

Gold

237

139

27

Copper

38

29

5

Total Boddington

275

168

32

73

17

Tanami

154

65

24

1

63

30

Kalgoorlie

72

50

6

1

16

8

Other Australia

2

5

(8)

2

Australia

501

283

64

7

144

57

Ahafo

207

97

40

11

59

51

Akyem

156

70

48

5

29

8

Other Africa

2

(5)

Africa

363

167

88

18

83

59

Corporate and Other

3

17

(236)

15

Consolidated

$

2,257

$

1,366

$

487

$

101

$

20

$

370

(1)Includes a decrease in accrued capital expenditures of $10; consolidated capital expenditures on a cash basis were $380.
(2)The Company acquired these properties in the Newmont Goldcorp transaction on April 18, 2019. Refer to Note 3 for further information.

17

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Advanced

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

Applicable

and

and Development 

and Mining Tax

Capital

 

Sales

to Sales

Amortization

and Exploration

and Other Items

Expenditures(1)

Three Months Ended June 30, 2018

Carlin

   

$

244

   

$

178

   

$

43

   

$

8

   

$

13

   

$

42

Phoenix:

Gold

63

44

10

Copper

21

14

4

Total Phoenix

84

58

14

1

10

11

Twin Creeks

114

66

16

3

33

22

Long Canyon

56

18

19

6

11

2

Other Nevada

1

9

(9)

2

Nevada

498

320

93

27

58

79

CC&V

88

42

14

1

25

9

Other North America

North America

88

42

14

1

25

9

Yanacocha

147

92

22

12

(3)

24

Merian

132

61

20

6

46

27

Other South America

4

8

(13)

1

South America

279

153

46

26

30

52

Boddington:

Gold

220

130

24

Copper

60

32

6

Total Boddington

280

162

30

92

10

Tanami

134

74

16

4

43

26

Kalgoorlie

122

62

6

3

53

5

Other Australia

2

2

(2)

Australia

536

298

54

9

186

41

Ahafo

132

90

29

4

6

64

Akyem

129

62

41

4

21

11

Other Africa

1

(3)

Africa

261

152

70

9

24

75

��

Corporate and Other

2

18

(18)

2

Consolidated

$

1,662

$

965

$

279

$

90

$

305

$

258

(1)Consolidated capital expenditures on a cash basis were $258.

18

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

  

Advanced

  

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

  

  

Applicable

and

and Development 

and Mining Tax

Capital

    

Sales

    

to Sales

    

Amortization

    

and Exploration

    

and Other Items

    

Expenditures(1)

 

Six Months Ended June 30, 2019

Carlin

$

519

$

350

$

104

$

15

$

44

$

64

Phoenix:

Gold

133

101

29

Copper

42

28

9

Total Phoenix

175

129

38

1

28

13

Twin Creeks

210

110

29

5

73

30

Long Canyon

124

35

35

12

40

7

Other Nevada

1

7

(9)

5

Nevada

1,028

624

207

40

176

119

CC&V

205

143

46

7

4

14

Red Lake (2)

49

43

21

3

(27)

14

Musselwhite (2)

7

12

8

3

(17)

17

Porcupine (2)

78

63

19

2

(13)

22

Éléonore (2)

110

75

24

2

4

18

Peñasquito: (2)

Gold

26

27

6

Silver

31

41

10

Lead

13

20

6

Zinc

16

9

Total Peñasquito

70

104

31

1

(80)

19

Other North America

7

1

(25)

3

North America

519

440

156

19

(154)

107

Yanacocha

357

193

51

10

81

88

Merian

354

142

45

3

161

23

Cerro Negro (2)

135

63

46

4

7

17

Other South America

7

20

(29)

1

South America

846

398

149

37

220

129

Boddington:

Gold

455

285

53

Copper

81

59

11

Total Boddington

536

344

64

121

31

Tanami

325

134

44

6

139

57

Kalgoorlie

143

100

12

2

29

15

Other Australia

4

7

(13)

3

Australia

1,004

578

124

15

276

106

Ahafo

384

183

74

16

106

99

Akyem

279

121

82

8

63

19

Other Africa

3

(8)

Africa

663

304

156

27

161

118

Corporate and Other (2)

7

31

(384)

16

Consolidated

$

4,060

$

2,344

$

799

$

169

$

295

$

595

Advanced

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

Applicable

and

and Development 

and Mining Tax

Capital

 

Sales

to Sales

Amortization

and Exploration

and Other Items

Expenditures(1)

Three Months Ended September 30, 2019

CC&V

$

108

$

65

$

22

$

2

$

19

$

12

Red Lake

44

45

21

2

(28)

8

Musselwhite

8

9

3

(21)

17

Porcupine

123

62

22

4

34

26

Éléonore

124

69

28

2

25

13

Peñasquito:

Gold

54

39

10

Silver

78

60

16

Lead

25

25

7

Zinc

87

47

13

Total Peñasquito

244

171

46

2

14

52

Other North America

8

2

(76)

3

North America

643

420

156

17

(33)

131

Yanacocha

219

107

33

6

55

46

Merian

188

78

25

3

84

16

Cerro Negro

175

78

28

15

52

18

Other South America

3

9

(18)

South America

582

263

89

33

173

80

Boddington:

Gold

266

146

27

Copper

38

28

6

Total Boddington

304

174

33

1

100

22

Tanami

165

64

25

2

81

29

Kalgoorlie

90

60

6

2

21

9

Other Australia

1

9

(12)

2

Australia

559

298

65

14

190

62

Ahafo

231

98

40

8

90

62

Akyem

157

51

35

4

66

6

Other Africa

1

(4)

Africa

388

149

75

13

152

68

Nevada Gold Mines

492

   

235

   

149

   

13

   

85

   

80

Carlin (2)

   

14

   

8

   

3

   

   

5

   

Phoenix: (2)

Gold

19

15

4

Copper

2

Total Phoenix

21

15

4

2

Twin Creeks (2)

12

3

2

8

Long Canyon (2)

2

1

1

(2)

Other Nevada

1

Nevada

541

262

160

13

98

80

Corporate and Other

3

41

2,198

6

Consolidated

$

2,713

$

1,392

$

548

$

131

$

2,778

$

427

(1)Includes a decrease in accrued capital expenditures of $10;$1; consolidated capital expenditures on a cash basis were $605.$428.
(2)As a resultAmounts relate to sales of finished goods inventory retained and not contributed to NGM on the Newmont Goldcorp transaction which closed on April 18, 2019, total assets foreffective date, pursuant to the North America and South America reportable segments increased to $12,743 and $8,096, respectively; while total assets for Corporate and other increased to $4,134 as ofNevada JV Agreement.

19

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

June 30, 2019. Refer to Note 3 for further information. In anticipation of the formation of NGM, total assets of $5,607 at June 30, 2019 were moved from North America to the newly formed Nevada reportable segment.

  

Advanced

  

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

  

Applicable

and

and Development 

and Mining Tax

Capital

    

Sales

    

to Sales

    

Amortization

    

and Exploration

    

and Other Items

    

Expenditures(1)

Six Months Ended June 30, 2018

Carlin

$

548

$

377

$

95

$

15

$

55

$

72

Phoenix:

Gold

163

106

25

Copper

47

30

8

Total Phoenix

210

136

33

2

36

18

Twin Creeks

224

130

31

5

64

40

Long Canyon

115

34

38

12

30

5

Other Nevada

1

13

(15)

4

Nevada

1,097

677

198

47

170

139

CC&V

171

81

29

3

51

18

Other North America

North America

171

81

29

3

51

18

Yanacocha

290

206

52

22

(31)

40

Merian

298

128

42

9

120

49

Other South America

7

15

(29)

1

South America

588

334

101

46

60

90

Boddington:

Gold

430

258

47

Copper

112

63

12

Total Boddington

542

321

59

166

26

Tanami

301

150

35

10

110

47

Kalgoorlie

239

122

12

6

101

13

Other Australia

3

4

(4)

1

Australia

1,082

593

109

20

373

87

Ahafo

270

180

55

8

22

126

Akyem

271

129

83

7

45

21

Other Africa

2

(5)

Africa

541

309

138

17

62

147

Corporate and Other

5

31

(128)

6

Consolidated

$

3,479

$

1,994

$

580

$

164

$

588

$

487

Advanced

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

Applicable

and

and Development 

and Mining Tax

Capital

 

Sales

to Sales

Amortization

and Exploration

and Other Items

Expenditures(1)

Three Months Ended September 30, 2018

CC&V

$

99

$

68

$

22

$

4

$

6

$

6

Other North America

North America

99

68

22

4

6

6

Yanacocha

189

116

30

10

23

41

Merian

157

67

22

2

62

13

Other South America

3

9

(16)

South America

346

183

55

21

69

54

Boddington:

Gold

229

146

27

Copper

56

33

6

Total Boddington

285

179

33

73

14

Tanami

148

71

19

2

53

21

Kalgoorlie

92

56

6

2

53

4

Other Australia

1

4

8

2

Australia

525

306

59

8

187

41

Ahafo

125

62

23

4

34

70

Akyem

130

44

32

4

��

48

11

Other Africa

1

(3)

Africa

255

106

55

9

79

81

Carlin

   

281

   

205

   

59

   

8

   

(30)

   

46

Phoenix:

Gold

44

39

9

Copper

14

10

3

Total Phoenix

58

49

12

1

(7)

9

Twin Creeks

111

57

14

4

(263)

17

Long Canyon

51

21

20

7

4

4

Other Nevada

6

(36)

4

Nevada

501

332

105

26

(332)

80

Corporate and Other

3

17

(137)

3

Consolidated

$

1,726

$

995

$

299

$

85

$

(128)

$

265

(1)Includes a decrease in accrued capital expenditures of $2;$9; consolidated capital expenditures on a cash basis were $489.$274.

20

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

  

Advanced

  

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

  

  

Applicable

and

and Development 

and Mining Tax

Capital

    

Sales

    

to Sales

    

Amortization

    

and Exploration

    

and Other Items

    

Expenditures(1)

 

Nine Months Ended September 30, 2019

CC&V

$

313

$

208

$

68

$

9

$

23

$

26

Red Lake

93

88

42

5

(55)

22

Musselwhite

7

20

17

6

(38)

34

Porcupine

201

125

41

6

21

48

Éléonore

234

144

52

4

29

31

Peñasquito:

Gold

80

66

16

Silver

109

101

26

Lead

38

45

13

Zinc

87

63

22

Total Peñasquito

314

275

77

3

(66)

71

Other North America

15

3

(101)

6

North America (2)

1,162

860

312

36

(187)

238

Yanacocha

576

300

84

16

136

134

Merian

542

220

70

6

245

39

Cerro Negro

310

141

74

19

59

35

Other South America

10

29

(47)

1

South America (2)

1,428

661

238

70

393

209

Boddington:

Gold

721

431

80

Copper

119

87

17

Total Boddington

840

518

97

1

221

53

Tanami

490

198

69

8

220

86

Kalgoorlie

233

160

18

4

50

24

Other Australia

5

16

(25)

5

Australia

1,563

876

189

29

466

168

Ahafo

615

281

114

24

196

161

Akyem

436

172

117

12

129

25

Other Africa

4

(12)

Africa

1,051

453

231

40

313

186

Nevada Gold Mines

492

235

149

13

85

80

Carlin (3)

533

358

107

15

49

64

Phoenix: (3)

Gold

152

116

33

Copper

44

28

9

Total Phoenix

196

144

42

1

30

13

Twin Creeks (3)

222

113

31

5

81

30

Long Canyon (3)

126

36

36

12

38

7

Other Nevada

2

7

(9)

5

Nevada (4)

1,569

886

367

53

274

199

Corporate and Other (2)

10

72

1,814

22

Consolidated

$

6,773

$

3,736

$

1,347

$

300

$

3,073

$

1,022

(1)Includes a decrease in accrued capital expenditures of $11; consolidated capital expenditures on a cash basis were $1,033.
(2)As a result of the Newmont Goldcorp transaction, total assets for the North America and South America reportable segments increased to $13,420 and $7,908, respectively; while total assets for Corporate and other increased to $4,747 as of September 30, 2019. Refer to Note 3 for further information.

21

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

(3)Amounts include sales of finished goods inventory retained and not contributed to NGM on the effective date, pursuant to the Nevada JV Agreement.
(4)As a result of the formation of NGM, total assets for the Nevada reportable segment increased to $8,226. Refer to Note 4 for further information.

  

Advanced

  

Income (Loss)

  

Costs

Depreciation

Projects, Research

before Income

  

Applicable

and

and Development 

and Mining Tax

Capital

    

Sales

    

to Sales

    

Amortization

    

and Exploration

    

and Other Items

    

Expenditures(1)

Nine Months Ended September 30, 2018

CC&V

$

270

$

149

$

51

$

7

$

57

$

24

Other North America

North America

270

149

51

7

57

24

Yanacocha

479

322

82

32

(8)

81

Merian

455

195

64

11

182

62

Other South America

10

24

(45)

1

South America

934

517

156

67

129

144

Boddington:

Gold

659

404

74

Copper

168

96

18

Total Boddington

827

500

92

239

40

Tanami

449

221

54

12

163

68

Kalgoorlie

331

178

18

8

154

17

Other Australia

4

8

4

3

Australia

1,607

899

168

28

560

128

Ahafo

395

242

78

12

56

196

Akyem

401

173

115

11

93

32

Other Africa

3

(8)

Africa

796

415

193

26

141

228

Carlin

829

582

154

23

25

118

Phoenix

Gold

207

145

34

Copper

61

40

11

Total Phoenix

268

185

45

3

29

27

Twin Creeks

335

187

45

9

(199)

57

Long Canyon

166

55

58

19

34

9

Other Nevada

1

19

(51)

8

Nevada

1,598

1,009

303

73

(162)

219

Corporate and Other

8

48

(265)

9

Consolidated

$

5,205

$

2,989

$

879

$

249

$

460

$

752

(1)Includes a decrease in accrued capital expenditures of $11; consolidated capital expenditures on a cash basis were $763.

22

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

20NOTE 6     SALES

The following table presents the Company’s Sales by mining operation, product and inventory type:

Sales

Gold Sales

from

from Doré

Concentrate

Production

Production

Total Sales

Three Months Ended September 30, 2019

CC&V

$

108

$

$

108

Red Lake

44

44

Musselwhite

Porcupine

123

123

Éléonore

124

124

Peñasquito

Gold

2

52

54

Silver (1)

78

78

Lead

25

25

Zinc

87

87

Total Peñasquito

2

242

244

North America

401

242

643

Yanacocha

219

219

Merian

188

188

Cerro Negro

175

175

South America

582

582

Boddington

Gold

62

204

266

Copper

38

38

Total Boddington

62

242

304

Tanami

165

165

Kalgoorlie

90

90

Australia

317

242

559

Ahafo

231

231

Akyem

157

157

Africa

388

388

Nevada Gold Mines

483

9

492

Carlin (2)

   

14

14

Phoenix:(2)

Gold

19

19

Copper

2

2

Total Phoenix

21

21

Twin Creeks (2)

12

12

Long Canyon (2)

2

2

Nevada

511

30

541

Consolidated

$

2,199

$

514

$

2,713

(1)Silver sales from concentrate includes $11 related to non-cash amortization of the Silver streaming agreement liability.
(2)Amounts relate to sales of finished goods inventory retained and not contributed to NGM on the effective date, pursuant to the Nevada JV Agreement.

23

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Sales

Gold Sales

from

Sales

from Doré

Concentrate

from Cathode

Production

Production

Production

Total Sales

Three Months Ended September 30, 2018

CC&V

$

99

$

$

$

99

North America

99

99

Yanacocha

189

189

Merian

157

157

South America

346

346

Boddington

Gold

59

170

229

Copper

56

56

Total Boddington

59

226

285

Tanami

148

148

Kalgoorlie

92

92

Australia

299

226

525

Ahafo

125

125

Akyem

130

130

Africa

255

255

Carlin

   

281

281

Phoenix

Gold

21

23

44

Copper

4

10

14

Total Phoenix

21

27

10

58

Twin Creeks

111

111

Long Canyon

51

51

Nevada

464

27

10

501

Consolidated

$

1,463

$

253

$

10

$

1,726

24

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 5     SALES

The following table presents the Company’s Sales by mining operation, product and inventory type:

Sales

Sales

Gold Sales

from

Sales

Gold Sales

from

Sales

from Doré

Concentrate

from Cathode

from Doré

Concentrate

from Cathode

Production

Production

Production

Total Sales

Production

Production

Production

Total Sales

Three Months Ended June 30, 2019

Carlin

   

$

240

$

$

$

240

Phoenix

Gold

25

42

67

Copper

7

14

21

Total Phoenix

25

49

14

88

Twin Creeks

110

110

Long Canyon

58

58

Nevada

433

49

14

496

Nine Months Ended September 30, 2019

CC&V

108

108

$

313

$

$

$

313

Red Lake

49

49

93

93

Musselwhite

7

7

7

7

Porcupine

78

78

201

201

Éléonore

110

110

234

234

Peñasquito

Gold

26

26

2

78

80

Silver (1)

31

31

109

109

Lead

13

13

38

38

Zinc

87

87

Total Peñasquito

70

70

2

312

314

North America

352

70

422

850

312

1,162

Yanacocha

177

177

576

576

Merian

163

163

542

542

Cerro Negro

135

135

310

310

South America

475

475

1,428

1,428

Boddington

Gold

62

175

237

176

545

721

Copper

38

38

119

119

Total Boddington

62

213

275

176

664

840

Tanami

154

154

490

490

Kalgoorlie

72

72

233

233

Australia

288

213

501

899

664

1,563

Ahafo

207

207

615

615

Akyem

156

156

436

436

Africa

363

363

1,051

1,051

Nevada Gold Mines

483

9

492

Carlin (2)

   

533

533

Phoenix:(2)

Gold

52

100

152

Copper

16

28

44

Total Phoenix

52

116

28

196

Twin Creeks (2)

222

222

Long Canyon (2)

126

126

Nevada

1,416

125

28

1,569

Consolidated

$

1,911

$

332

$

14

$

2,257

$

5,644

$

1,101

$

28

$

6,773

(1)Silver sales from concentrate includes $5$16 related to non-cash amortization of the Silver streaming agreement liability.

21

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Sales

Gold Sales

from

Sales

from Doré

Concentrate

from Cathode

Production

Production

Production

Total Sales

Three Months Ended June 30, 2018

Carlin

   

$

244

$

$

$

244

Phoenix

Gold

30

33

63

Copper

9

12

21

Total Phoenix

30

42

12

84

Twin Creeks

114

114

Long Canyon

56

56

Nevada

444

42

12

498

CC&V

88

88

North America

88

88

Yanacocha

147

147

Merian

132

132

South America

279

279

Boddington

Gold

64

156

220

Copper

60

60

Total Boddington

64

216

280

Tanami

134

134

Kalgoorlie

122

122

Australia

320

216

536

Ahafo

132

132

Akyem

129

129

Africa

261

261

Consolidated

$

1,392

$

258

$

12

$

1,662

(2)Amounts include sales of finished goods inventory retained and not contributed to NGM on the effective date, pursuant to the Nevada JV Agreement.

2225

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Sales

Gold Sales

from

Sales

from Doré

Concentrate

from Cathode

Production

Production

Production

Total Sales

Six Months Ended June 30, 2019

Carlin

   

$

519

$

$

$

519

Phoenix

Gold

52

81

133

Copper

14

28

42

Total Phoenix

52

95

28

175

Twin Creeks

210

210

Long Canyon

124

124

Nevada

905

95

28

1,028

CC&V

205

205

Red Lake

49

49

Musselwhite

7

7

Porcupine

78

78

Éléonore

110

110

Peñasquito

Gold

26

26

Silver (1)

31

31

Lead

13

13

Zinc

Total Peñasquito

70

70

North America

449

70

519

Yanacocha

357

357

Merian

354

354

Cerro Negro

135

135

South America

846

846

Boddington

Gold

114

341

455

Copper

81

81

Total Boddington

114

422

536

Tanami

325

325

Kalgoorlie

143

143

Australia

582

422

1,004

Ahafo

384

384

Akyem

279

279

Africa

663

663

Consolidated

$

3,445

$

587

$

28

$

4,060

(1)Silver sales from concentrate includes $5 related to non-cash amortization of the Silver streaming agreement liability.

23

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Sales

Sales

Gold Sales

from

Sales

Gold Sales

from

Sales

from Doré

Concentrate

from Cathode

from Doré

Concentrate

from Cathode

Production

Production

Production

Total Sales

Production

Production

Production

Total Sales

Six Months Ended June 30, 2018

Carlin

   

$

548

$

$

$

548

Phoenix

Gold

71

92

163

Copper

21

26

47

Total Phoenix

71

113

26

210

Twin Creeks

224

224

Long Canyon

115

115

Nevada

958

113

26

1,097

Nine Months Ended September 30, 2018

CC&V

171

171

$

270

$

$

$

270

North America

171

171

270

270

Yanacocha

290

290

479

479

Merian

298

298

455

455

South America

588

588

934

934

Boddington

Gold

123

307

430

182

477

659

Copper

112

112

168

168

Total Boddington

123

419

542

182

645

827

Tanami

301

301

449

449

Kalgoorlie

239

239

331

331

Australia

663

419

1,082

962

645

1,607

Ahafo

270

270

395

395

Akyem

271

271

401

401

Africa

541

541

796

796

Carlin

   

829

829

Phoenix:

Gold

92

115

207

Copper

25

36

61

Total Phoenix

92

140

36

268

Twin Creeks

335

335

Long Canyon

166

166

Nevada

1,422

140

36

1,598

Consolidated

$

2,921

$

532

$

26

$

3,479

$

4,384

$

785

$

36

$

5,205

Trade Receivables

The following table details the receivables included within Trade receivables:

   At June 30,    

At December 31, 

At September 30, 

At December 31, 

2019

2018

2019

2018

Receivables from Sales:

Gold sales from doré

$

34

$

40

$

44

$

40

Sales from concentrate production

295

211

339

211

Sales from cathode production

1

3

3

Total receivables from Sales

$

330

$

254

$

383

$

254

The impact to Sales from revenue initially recognized in previous periods due to the changes in the final pricing and changes in quantities resulting from assays is an increase (decrease) of $-$5 and $(2)$(5), respectively, for the three months ended JuneSeptember 30, 2019 and an increase (decrease) of $(1)$- and $(1),$1, respectively, for the three months ended JuneSeptember 30, 2018.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The impact to Sales from revenue initially recognized in previous periods due to the changes in the final pricing and changes in quantities resulting from assays is an increase (decrease) of $3$2 and $(4), respectively, for the sixnine months ended JuneSeptember 30, 2019 and an increase (decrease) of $(3)$(5) and $1,$(2), respectively, for the sixnine months ended JuneSeptember 30, 2018.

Silver Streaming Agreement

As a part of the acquisition of Goldcorp on April 18, 2019, the Company assumed the Silver streaming agreement related to silver production from the Peñasquito mine in the North America segment. Pursuant to the agreement, the Company is obligated to sell 25% of silver production from the Peñasquito mine to Wheaton Precious Metals Corporation at the lesser of market price or a fixed contract price, subject to an annual inflation adjustment of up to 1.65%. This agreement contains off-market terms and was initially recognized at its acquisition date fair value as a finite-lived intangible liability. Refer to Note 3 for further discussion of the valuation methodology and initial fair value. The Company’s policy is to amortize the liability into Sales each period using the units-of-revenueunits-of-production method.

NOTE 67     RECLAMATION AND REMEDIATION

The Company’s mining and exploration activities are subject to various domestic and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation and remediation costs are based principally on current legal and regulatory requirements.

The Company’s Reclamation and remediation expense consisted of:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

  

    

2019

    

2018

    

2019

    

2018

  

Reclamation adjustments

$

14

$

$

14

$

Reclamation accretion

$

32

$

25

$

58

$

49

38

26

96

75

Total reclamation expense

52

26

110

75

Remediation adjustments

37

11

40

14

9

3

49

17

Remediation accretion

4

1

5

2

1

2

6

4

Total remediation expense

41

12

45

16

10

5

55

21

$

73

$

37

$

103

$

65

$

62

$

31

$

165

$

96

RemediationReclamation and remediation adjustments: TheFor the nine months ended September 30, 2019 the reclamation adjustments primarily related to an update of the project cost estimates that resulted in increases of $9 and $4 at the Mule Canyon and Northumberland mine sites, respectively, and other immaterial concurrent reclamation at other mine sites. For the nine months ended September 30, 2019 the remediation adjustments in June 2019 primarily related to an update of the project cost estimates that resulted in an increase of $26 at the Dawn remediationmine site, as well as increased water management cost estimates of $6$11 at the Con Mine.Mine and other remediation project spend at other sites. In JuneSeptember 2018, the Company updated assumptions for future water management cost estimates of $8 at the Idarado remediation site.

The following are reconciliations of Reclamation and remediationliabilities:

    

2019

    

2018

Reclamation balance at January 1,

$

2,316

$

2,144

Additions, changes in estimates and other 

3

Additions from the Newmont Goldcorp transaction

547

Other acquisitions and divestitures

(10)

Payments, net

(16)

(13)

Accretion expense 

58

49

Reclamation balance at June 30, 

$

2,898

$

2,180

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

    

2019

    

2018

Remediation balance at January 1,

$

279

$

304

Additions, changes in estimates and other 

32

8

Additions from the Newmont Goldcorp transaction

130

Other acquisitions and divestitures

Payments, net

(18)

(20)

Accretion expense 

5

2

Remediation balance at June 30, 

$

428

$

294

The following are reconciliations of Reclamation and remediationliabilities:

    

2019

    

2018

Reclamation balance at January 1,

$

2,316

$

2,144

Additions, changes in estimates and other 

18

6

Additions from the Newmont Goldcorp transaction

768

Net change from the formation of NGM

(26)

Other acquisitions and divestitures

(10)

Payments, net

(28)

(22)

Accretion expense 

96

75

Reclamation balance at September 30, 

$

3,134

$

2,203

    

2019

    

2018

Remediation balance at January 1,

$

279

$

304

Additions, changes in estimates and other 

37

6

Additions from the Newmont Goldcorp transaction

180

Net change from the formation of NGM

Other acquisitions and divestitures

Payments, net

(36)

(29)

Accretion expense 

6

4

Remediation balance at September 30, 

$

466

$

285

The current portion of reclamation liabilities was $82$71 and $65 at JuneSeptember 30, 2019 and December 31, 2018, respectively, and was included in Other current liabilities. Included in the current portion of reclamation liabilities is $17$11 relating to the Newmont Goldcorp transaction that closed on April 18, 2019.and $24 relating to NGM. The current portion of remediation liabilities was $74$88 and $49 at JuneSeptember 30, 2019 and December 31, 2018, respectively, and was included in Other current liabilities. Included in the current portion of remediation liabilities is $24$40 relating to the Newmont Goldcorp transaction that closed on April 18, 2019.transaction. At JuneSeptember 30, 2019 and December 31, 2018, $2,898$3,134 and $2,316, respectively, were accrued for reclamation obligations relating to operating properties.

The Company is also involved in several matters concerning environmental remediation obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At JuneSeptember 30, 2019 and December 31, 2018, $428$466 and $279, respectively, were accrued for such environmental remediation obligations. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible that the liability for these matters could be as much as 24%22% greater or 0% lower than the amount accrued at JuneSeptember 30, 2019. These amounts are included in Other current liabilities and Reclamation and remediation liabilities. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.

Included in Other non-current assets at JuneSeptember 30, 2019 and December 31, 2018 are $34$42 and $42 respectively, of non-current restricted cash held for purposes of settling reclamation and remediation obligations. Of the amounts at JuneSeptember 30, 2019, $32$33 was related to the Ahafo and Akyem mines in Ghana, Africa, $6 related to NGM in Nevada, United States and $2$3 was related to the ConMidnite (Dawn) mine site in Yellowknife, NWT, Canada.Washington, United States. Of the amounts at December 31, 2018, $32 was related to the Ahafo and Akyem mines, $8 was related to the Con mine in Yellowknife, NWT, Canada and $2 was related to the San Jose Reservoir in Yanacocha, Peru.

Included in Other non-current assets at JuneSeptember 30, 2019 and December 31, 2018 was $61$52 and $57, respectively, of non-current restricted investments, which are legally pledged for purposes of settling reclamation and remediation obligations related to the San Jose Reservoir in Yanacocha and Midnite mine site and for various locations in Nevada.site.

Refer to Notes 2325 and 2931 for further discussion of reclamation and remediation matters.

NOTE 7     OTHER EXPENSE, NET

Three Months Ended 

Six Months Ended 

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

  

Goldcorp transaction and integration costs

$

114

$

$

159

$

Nevada JV transaction and implementation costs

11

23

Restructuring and other

9

5

15

Impairment of long-lived assets

1

Other

12

4

17

9

$

137

$

13

$

205

$

24

Goldcorp transaction and integration costs. Goldcorp transaction and integration costs primarily include banking, legal, consulting services, severance and accelerated share award payments.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 8     IMPAIRMENT OF LONG-LIVED ASSETS

Impairment of long-lived assets totaled $3 and $4 for the three and nine months ended September 30, 2019, respectively. The 2019 impairments were primarily related to non-cash write-downs of obsolete assets at South America, Africa, and Corporate and Other.

Impairment of long-lived assets totaled $366 for the three and nine months ended September 30, 2018. The 2018 impairments were primarily related to certain exploration properties of $331 and Emigrant, within the Carlin complex, of $35, both reported in the Nevada segment. The Company determined that an impairment indicator existed at certain Nevada exploration properties, due to the Company’s decision to focus on advancing other projects, and at Emigrant, due to a change in the mine plan that resulted in a significant decrease in mine life. The Company measured the impairment at the Nevada exploration properties using the market approach and the impairment at Emigrant by comparing the total fair value of existing operations using the income approach. In addition to the impairment of long-lived assets at Emigrant, the Company also recorded an adjustment to the carrying value of the ore on leach pads resulting from the change in mine plan, impacting Costs applicable to sales and Depreciation and amortization by $22 and $7, respectively.

NOTE 9     OTHER EXPENSE, NET

Three Months Ended 

Nine Months Ended 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

  

Goldcorp transaction and integration costs

$

26

$

$

185

$

Nevada JV transaction and implementation costs

3

26

Restructuring and other

2

1

7

16

Other

4

4

21

13

$

35

$

5

$

239

$

29

Goldcorp transaction and integration costs. Goldcorp transaction and integration costs primarily include integration activities and related consulting services, severance and accelerated share award payments for the three months ended September 30, 2019. The nine months ended September 30, 2019 also include banking and legal costs.

Nevada JV transaction and implementation costs. Nevada JV transaction and implementation costs primarily represent banking, consulting and legalseverance costs incurred related to the Nevada JV Agreement includingfor the three months ended September 30, 2019. The nine months ended September 30, 2019 also include banking, legal and hostile defense fees.

Restructuring and other. Restructuring and other represents certain costs associated with severance, legal and other settlements for all periods presented.

NOTE 810    OTHER INCOME, NET

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

2019

    

2018

  

    

2019

    

2018

2019

    

2018

  

Change in fair value of investments

$

35

$

5

$

56

$

5

$

19

$

(26)

$

75

$

(21)

Interest

13

13

34

24

10

15

44

39

Gain (loss) on asset and investment sales, net

32

100

33

99

(1)

1

32

100

Foreign currency exchange, net

4

14

2

21

11

16

13

37

Insurance proceeds

25

25

Restructuring and other

(8)

(8)

Impairment of investments

(1)

(1)

(2)

Other

6

7

11

11

1

6

12

17

$

90

$

139

$

135

$

160

$

31

$

37

$

166

$

197

29

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Gain (loss) on asset and investment sales, net. In June 2019, the Company sold exploration properties in North America, which resulted in a gain of $26. In June 2018, the Company exchanged certain royalty interests carried at cost for cash consideration, an equity ownership in Maverix Metals Inc. ("Maverix") and warrants in Maverix, resulting in a pre-tax gain of $100. For additional information regarding this transaction, see Note 18.20. 

Foreign currency exchange, net. Although the majority of the Company’s balances are denominated in U.S. dollars, foreign currency exchange gains (losses) are recognized on balances to be satisfied in local currencies. These balances primarily relate to the timing of payments for employee-related benefits and other liabilities in Australia, Canada, Mexico, Argentina, Peru and Suriname.

Insurance proceeds. In September 2018, the Company recorded business interruption insurance proceeds of $25 associated with the East wall slips at Kalgoorlie in the first half of 2018.

NOTE 911    INCOME AND MINING TAXES

A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate follows:

Three Months Ended June 30, 

Six Months Ended June 30, 

Three Months Ended September 30, 

Nine Months Ended September 30, 

  

2019

      

2018

      

2019

      

2018

    

  

2019

      

2018

      

2019

      

2018

    

Income (loss) before income and mining tax and other items

$

20

$

305

$

295

$

588

$

2,778

$

(128)

$

3,073

$

460

���

U.S. Federal statutory tax rate

21

%  

$

4

21

%  

$

64

21

%  

$

62

21

%  

$

123

21

%  

$

583

21

%  

$

(27)

21

%  

$

645

21

%  

$

97

Reconciling items:

Percentage depletion

(20)

(4)

(3)

(8)

(6)

(17)

(4)

(25)

(1)

(19)

16

(21)

(1)

(36)

(10)

(46)

Change in valuation allowance on deferred tax assets

(25)

(5)

(5)

(15)

8

24

1

3

3

87

(10)

13

4

111

4

16

Adjustment to provisional expense related to the Tax Cuts and Job Act

(15)

(45)

(8)

(45)

(10)

(45)

Foreign rate differential

10

2

5

15

13

38

8

46

2

51

(29)

37

3

89

18

83

Effect of foreign earnings, net of credits

1

19

5

(6)

11

(2)

(9)

Mining and other taxes

70

14

3

9

12

37

5

30

(1)

(38)

(13)

17

(1)

10

47

Uncertain tax position reserve adjustment

70

14

(1)

5

14

U.S. tax effect of noncontrolling interest attributable to non-U.S. investees

(7)

8

(11)

(1)

(16)

(5)

(23)

Tax impact of foreign exchange(1)

(15)

(3)

(1)

(3)

(6)

(147)

(5)

(150)

Other

(11)

(2)

(1)

(3)

(10)

(2)

(9)

1

29

1

2

50

1

6

Income and mining tax expense

100

%

$

20

6

%

$

18

49

%

$

145

21

%

$

123

20

%

$

558

(2)

%

$

3

23

%

$

703

27

%

$

126

(1)Tax impact of foreign exchange includes the following: (i) Mexican inflation on tax values, (ii) Currencycurrency translation effects of local currency current taxes receivabledeferred tax assets and payable anddeferred tax liabilities, (iii) the tax impact of local currency foreign exchange gains or losses, and the(iv) non-taxable or non-deductible U.S. dollar currency foreign exchange gains or losses.

27

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

.

NOTE 1012    EQUITY INCOME (LOSS) OF AFFILIATES

On April 18, 2019, as a part of the Newmont Goldcorp transaction, the Company acquired interestinterests in the Pueblo Viejo Mine, the NuevaUnión Project, the Norte Abierto Project and the Alumbrera Mine. The Company determined these investments qualified as equity method investments. Adjustments to equity method investments, including the Company’s share of recognized earnings or losses, are included in Equity income (loss) of affiliates.

Three Months Ended June 30, 

Six Months Ended June 30, 

2019

    

2018

    

2019

    

2018

    

Pueblo Viejo Mine

$

26

$

$

26

$

NuevaUnión Project

Norte Abierto Project

Continental Gold, Inc.

TMAC Resources Inc.

1

(4)

(2)

(9)

Alumbrera Mine

Maverix Metals Inc.

1

1

Minera La Zanja S.R.L.

(3)

(4)

Euronimba Ltd.

(2)

(4)

(3)

$

26

$

(7)

$

21

$

(16)

30

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Three Months Ended September 30, 

Nine Months Ended September 30, 

2019

    

2018

    

2019

    

2018

    

Pueblo Viejo Mine

$

39

$

$

65

$

Continental Gold, Inc.

(5)

(5)

Minera La Zanja S.R.L.

(3)

(3)

(3)

(7)

TMAC Resources Inc.

(1)

(4)

(3)

(13)

NuevaUnión Project

(1)

(1)

Norte Abierto Project

(1)

(1)

Maverix Metals Inc.

1

Euronimba Ltd.

4

(2)

(5)

$

32

$

(9)

$

53

$

(25)

Pueblo Viejo

Newmont holds a 40.0% interest in the Pueblo Viejo mine located in the Dominican Republic.  The remaining interest is held by Barrick. The mine commenced operations in September 2014 and is operated by Barrick. See Note 1820 for additional information.

Continental

Newmont holds a right to maintain a 19.9% interest in Continental Gold, Inc. (“Continental”). On July 12, 2019, Newmont exercised its right to maintain its pro-rata ownership of 19.9% in Continental. As of September 30, 2019, Newmont’s interest in Continental was 19.9%. The Company accounts for Continental on a quarter lag and adjusts for any material differences between IFRS to U.S. GAAP. Continental owns the Buritica project located in Columbia. See Note 20 for additional information.

NuevaUnión

Newmont holds a 50.0% interest in the NuevaUnión project located in Chile. The remaining interest is held by Teck Resources. The project is currently under development and is jointly managed by Newmont and Teck Resources.

Norte Abierto

Newmont holds a 50.0% interest in the Norte Abierto project located in Chile. The remaining interest is held by Barrick. The project is currently under development and is jointly managed by Newmont and Barrick. As part of the Newmont Goldcorp transaction, Newmont assumed deferred payments to Barrick of $153$154 as of JuneSeptember 30, 2019 to be satisfied through funding a portion of Barrick’s share of project expenditures at the Norte Abierto project.  

Alumbrera

Newmont holds a 37.5% interest in the Alumbrera mine located in Argentina.  The remaining interest is held by Glencore and Yamana Gold. The mine commenced operations in 1998 and is operated by Glencore. The Company, Glencore, and Yamana signed an Integration Agreement in March 2019 through which the parties seek to combine the Agua Rica project with Alumbrera. The Agua Rica project is wholly owned by Yamana while Alumbrera is 50% owned by Glencore, 37.5% owned by Newmont and 12.5% owned by Yamana. The terms would result in Newmont holding an 18.75% interest in the combined assets.

Continental

Newmont holds a right to maintain a 19.9% interest in Continental Gold, Inc. (“Continental”). As of June 30, 2019, Newmont’s interest in Continental was 19.7% as a result of dilution during the ordinary course of business. On July 12, 2019, Newmont exercised its right to maintain its pro-rata ownership of 19.9% in Continental. Continental owns the Buritica project located in Columbia. See Note 18 for additional information.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 1113    NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS

The details of Net income (loss) from discontinued operations are set forth below:

Three Months Ended June 30, 

    

Six Months Ended June 30, 

Three Months Ended September 30, 

    

Nine Months Ended September 30, 

    

2019

    

2018

    

2019

    

2018

  

    

2019

    

2018

    

2019

    

2018

  

Holt royalty obligation

$

(28)

$

17

    

$

(55)

$

36

$

(47)

$

19

    

$

(102)

$

55

Batu Hijau contingent consideration and other (1)

2

1

3

4

(1)

(3)

2

1

Net income (loss) from discontinued operations

$

(26)

$

18

    

$

(52)

$

40

$

(48)

$

16

    

$

(100)

$

56

(1)See Note 1719 for details on the Batu Hijau contingent consideration.

The Holt Royalty Obligation

At JuneSeptember 30, 2019 and December 31, 2018, the estimated fair value of the Holt royalty obligation was $211$256 and $161, respectively. Changes to the estimated fair value resulting from periodic revaluations are recorded to Net income (loss) from discontinued operations, net of tax. During the three and sixnine months ended JuneSeptember 30, 2019, the Company recorded a gain (loss) of $(28)$(47) and $(55)$(102), net of a tax benefit (expense) of $- and $-, respectively, related to the Holt royalty obligation. During the three and sixnine months ended JuneSeptember 30, 2018, the Company recorded a gain (loss) of $17$19 and $36,$55, net of tax benefit (expense) of $(5)$(6) and $(9)$(15), respectively, related to the Holt royalty obligation.

The Company paid $5 in each ofDuring the sixnine months ended JuneSeptember 30, 2019 and 2018, the Company paid $7 and $8, respectively, related to the Holt royalty obligation. Refer to Note 1618 for additional information on the Holt royalty obligation.

NOTE 1214    NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

2019

2018

2019

2018

 

2019

2018

2019

2018

 

Merian

$

16

$

11

$

39

$

28

$

19

$

14

$

58

$

42

Yanacocha

    

9

    

(5)

    

18

    

(23)

    

7

    

7

    

25

    

(16)

$

25

$

6

$

57

$

5

$

26

$

21

$

83

$

26

Newmont has a 75.0% economic interest in Suriname Gold Project C.V. (“Merian”), with the remaining interests held by Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), a company wholly owned by the Republic of Suriname. Newmont consolidates Merian, through its wholly-owned subsidiary, Newmont Suriname LLC., in its Condensed Consolidated Financial Statements as the primary beneficiary in the variable interest entity.

In June 2018, Yanacocha sold a 5% ownership interest to Summit Global Management II VB, a subsidiary of Sumitomo Corporation (“Sumitomo”), in exchange for $48 in cash, which resulted in Newmont’s ownership in Yanacocha decreasing from 54.05% to 51.35%, with the remaining interest held by Compañia de Minas Buenaventura, S.A.A. (“Buenaventura”) (which decreased from 45.95% to 43.65%).

Under the terms of the transaction, Sumitomo has the option to require Yanacocha to repurchase the interest for $48 if the Yanacocha Sulfides project does not adequately progress by June 2022 or if the project is approved with an incremental rate of return below a contractually agreed upon rate. Consequently, Sumitomo’s interest has been classified outside of permanent equity as Contingently redeemable noncontrolling interest on the Condensed Consolidated Balance Sheets. Under the terms of the agreement, the cash paid by Sumitomo at closing has been placed in escrow for repayment in the event the option is exercised. The Company continues to consolidate Yanacocha in its Condensed Consolidated Financial Statements under the voting interest model.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NGM has a 60.0% ownership interest in South Arturo, with the remaining 40% interests held by Premier Gold Mines. Newmont’s 38.5% portion of NGM’s net income attributable to noncontrolling interest in South Arturo was immaterial for the three and nine months ended September 30, 2019.

The following summarizes the assets and liabilities of Merian, (including noncontrolling interests):

 

 

   At June 30,    

    

At December 31,

 

At September 30, 

    

At December 31,

 

    

2019

    

2018

 

    

2019

    

2018

 

Current assets:

    

 

    

 

Cash and cash equivalents

$

53

$

40

 

$

49

$

40

 

Trade receivables

25

38

36

38

Inventories

81

82

 

85

82

 

Stockpiles and ore on leach pads

45

35

37

35

Other current assets (1)

3

5

 

2

5

 

207

200

 

209

200

 

Non-current assets:

 

 

Property, plant and mine development, net

746

766

 

738

766

 

Stockpiles and ore on leach pads

5

 

Other non-current assets (2)

4

4

 

8

4

 

Total assets

$

957

$

970

 

$

960

$

970

 

 

 

Current liabilities:

 

 

Accounts payable

$

21

$

23

 

$

17

$

23

 

Other current liabilities (3)

24

27

 

28

27

 

45

50

 

45

50

 

Non-current liabilities:

 

 

Reclamation and remediation liabilities

26

25

 

26

25

 

Other non-current liabilities (4)

3

1

 

5

1

 

Total liabilities

$

74

$

76

 

$

76

$

76

 

(1)Other current assets include other receivables, prepaid assets and other current assets.
(2)Other non-current assets include intangibles stockpiles and ore on leach pads.operating ROU assets.
(3)Other current liabilities include employee-related benefits and other current liabilities.
(4)Other non-current liabilities include employee-related benefits.benefits and operating lease liabilities.

.

NOTE 1315    NEWMONT EQUITY AND NET INCOME (LOSS) PER COMMON SHARE

On April 11, 2019, and in anticipation ofIn order to consummate the Newmont Goldcorp transaction, the Company amended its Restated Certificate of Incorporation to increase Newmont’s authorized number of shares of common stock from 750 million to 1.28 billion, as approved by Newmont shareholders at the April 11, 2019 special meeting of stockholders.

Basic net income (loss) per common share is computed by dividing income available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed similarly, except that weighted average common shares is increased to reflect all dilutive instruments, including employee stock awards. The dilutive effects of Newmont’s dilutive securities are calculated using the treasury stock method and only those

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

awards. The dilutive effects of Newmont’s dilutive securities are calculated using the treasury stock method and only those instruments that result in a reduction in net income per share are included in the calculation.

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

    

    

2019

    

2018

    

2019

    

2018

    

Net income (loss) attributable to Newmont stockholders:

Continuing operations

$

1

$

274

$

114

$

444

$

2,226

$

(161)

$

2,340

$

283

Discontinued operations

(26)

18

(52)

40

(48)

16

(100)

56

$

(25)

$

292

$

62

$

484

$

2,178

$

(145)

$

2,240

$

339

Weighted average common shares (millions):

Basic

766

533

651

534

820

533

708

533

Effect of employee stock-based awards

2

2

1

1

2

2

1

2

Diluted

768

535

652

535

822

535

709

535

Net income (loss) per common share attributable to Newmont stockholders:

Basic:

Continuing operations

$

$

0.52

$

0.18

$

0.84

$

2.72

$

(0.31)

$

3.30

$

0.53

Discontinued operations

(0.03)

0.03

(0.08)

0.07

(0.06)

0.04

(0.14)

0.11

$

(0.03)

$

0.55

$

0.10

$

0.91

$

2.66

$

(0.27)

$

3.16

$

0.64

Diluted:

Continuing operations

$

$

0.51

$

0.18

$

0.83

$

2.71

$

(0.31)

$

3.30

$

0.53

Discontinued operations

(0.03)

0.03

(0.08)

0.07

(0.06)

0.04

(0.14)

0.10

$

(0.03)

$

0.54

$

0.10

$

0.90

$

2.65

$

(0.27)

$

3.16

$

0.63

DuringThe Company reported a loss from continuing operations attributable to Newmont stockholders for the three and six months ended JuneSeptember 30, 2019,2018. Therefore, the Company didpotentially dilutive effects for the three months ended September 30, 2018 were not repurchase or retire any sharesincluded in the computation of itsdiluted loss per common stock. share attributable to Newmont stockholders because their inclusion would have been anti-dilutive to the computation.

The Company repurchased and retired approximately 0.20.8 million and 1.92.7 million shares of its common stock for $6$26 and $70$96 during the three and sixnine months ended JuneSeptember 30, 2018, respectively.respectively, of which approximately 0.7 million shares related to common stock that were held by participants in the Retirement Savings Plan of Newmont and the Retirement Savings Plan for Hourly-Rated Employees of Newmont. During the three and sixnine months ended JuneSeptember 30, 2019, the Company withheld 0.20.1 million and 1.21.3 million shares, respectively, for payments of employee withholding taxes related to the vesting of stock awards. The Company withheld a nominal amount and 1.0 million shares for the three and sixnine months ended JuneSeptember 30, 2018.2018, respectively, for payments of employee withholding taxes related to the vesting of stock awards.

NOTE 1416    EMPLOYEE PENSION AND OTHER BENEFIT PLANS

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

2019

    

2018

    

2019

    

2018

 

2019

    

2018

    

2019

    

2018

 

Pension benefit costs (credits), net (1):

Service cost

$

7

$

8

$

14

$

16

$

7

$

7

$

21

$

23

Interest cost

12

11

23

21

11

10

34

31

Expected return on plan assets

(16)

(17)

(32)

(34)

(16)

(17)

(48)

(51)

Amortization, net

5

8

11

16

6

8

17

24

Curtailment

8

8

$

8

$

10

$

16

$

19

$

16

$

8

$

32

$

27

Three Months Ended 

Six Months Ended 

June 30, 

June 30, 

2019

    

2018

    

2019

    

2018

 

Other benefit costs (credits), net (1):

Service cost

$

1

$

1

$

1

$

1

Interest cost

1

1

$

2

$

2

Amortization, net

(3)

(2)

(5)

(4)

$

(1)

$

$

(2)

$

(1)

(1)Service costs are included in Costs applicable to sales or General and administrative and the other components of benefit costs and settlements are included in Other income, net.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Three Months Ended 

Nine Months Ended 

September 30, 

September 30, 

2019

    

2018

    

2019

    

2018

 

Other benefit costs (credits), net (1):

Service cost

$

$

$

1

$

1

Interest cost

1

$

3

$

2

Amortization, net

(2)

(5)

(6)

$

1

$

(2)

$

(1)

$

(3)

(1)Service costs are included in Costs applicable to sales or General and administrative and the other components of benefit costs and curtailments are included in Other income, net.

.

NOTE 1517 STOCK-BASED COMPENSATION

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

2019

    

2018

    

2019

    

2018

 

2019

    

2018

    

2019

    

2018

 

Stock-based compensation:

Restricted stock units

$

28

$

12

$

39

$

22

$

15

$

12

$

54

$

34

Performance leveraged stock units

7

7

22

23

Goldcorp performance share units

14

14

1

15

Performance leveraged stock units

7

7

15

16

Goldcorp phantom restricted share units

3

3

2

5

$

52

$

19

$

71

$

38

$

25

$

19

$

96

$

57

On April 18, 2019, in connection with the Newmont Goldcorp transaction, we exchanged certain equity settled Goldcorp share awards and also assumed certain other cash-settled Goldcorp share awards.

Goldcorp Restricted Share Units

Goldcorp restricted share units (“Goldcorp RSUs”): The Company exchanged 4.1 million outstanding Goldcorp RSUs with an acquisition date fair value of $45 for 1.4 million Newmont RSUs. The Company allocated $4 to purchase consideration based on the portion of pre-acquisition services provided. The Company will recognize the remaining $41 in earnings ratably over the requisite service period, with a corresponding increase to equity. At the acquisition date the Goldcorp RSUs had an expected life of 1.4 years.

Goldcorp Options

Goldcorp options (“Goldcorp options”): The Company exchanged 3.6 million outstanding Goldcorp options with an acquisition date fair value of $2 for 1.2 million Newmont options with the right to exercise each Newmont option for one1 share of Newmont common stock. The full $2 acquisition date fair value of Goldcorp options was allocated to purchase consideration based on all services being provided prior to the acquisition. At the acquisition date the Goldcorp options had an expected life of 0.6 years.

Goldcorp Performance Share Units

Goldcorp performance share units (“Goldcorp PSUs”): The Company assumed 2.4 million Goldcorp PSUs with an acquisition date fair value of $28,$28. The Company allocated $9 of which was allocated to purchase consideration based on the portion of pre-acquisition services provided. The Company agreed to settle the Goldcorp PSUs in cash using a 30-day historical weighted average price of Newmont shares on the vesting date and a performance multiplier of 100 percent. The Company will recognize the remaining $19 acquisition date fair value in earnings ratably over the requisite service period. The Company will re-measure the liability for these awards and

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

adjust their fair value at the end of each reporting period until paid. At the acquisition date the Goldcorp PSUs had an expected life of 1.9 years.

Goldcorp Phantom Restricted Share Units

Goldcorp phantom restricted share units (“Goldcorp Phantom RSUs”): The Company assumed 1.3 million Goldcorp Phantom RSUs with an acquisition date fair value of $14,$14. The Company allocated $1 of which was allocated to purchase consideration based on the portion of pre-acquisition services provided. The Company agreed to settle the Goldcorp Phantom RSUs in cash using the closing price of Newmont shares on the vesting date. The Company will recognize the remaining $13 acquisition date fair value in earnings ratably over the requisite service period. The Company will re-measure the liability for these awards and adjust their fair value at the end of each reporting period until paid. At the acquisition date the Goldcorp Phantom RSUs had an expected life of 1.6 years.

At JuneSeptember 30, 2019, we recordedthe Company included Employee-related benefits of $8$10 related to the cash-settled Goldcorp PSUs and Goldcorp Phantom RSUs on our consolidated balance sheet.its Condensed Consolidated Balance Sheet.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 16    18FAIR VALUE ACCOUNTING

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value at June 30, 2019

Total

    

Level 1

    

Level 2

    

Level 3

    

Assets:

Cash and cash equivalents 

$

1,827

$

1,827

$

$

Restricted cash (Note 22)

115

115

Trade receivable from provisional concentrate sales, net 

295

295

Marketable equity securities (Note 18) (2)

293

279

14

Marketable debt securities (Note 18)

35

35

Continental conversion option (Note 18)

31

31

Restricted marketable debt securities (Note 18)

54

23

31

Restricted other assets (Note 18)

7

7

Batu Hijau contingent consideration

29

29

$

2,686

$

2,251

$

371

$

64

Liabilities:

Debt (1)

$

6,806

$

$

6,806

$

Diesel derivative contracts

1

1

Holt royalty obligation (Note 25)

211

211

Cash-settled Goldcorp share awards

8

8

$

7,026

$

$

6,815

$

211

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Fair Value at December 31, 2018

Total

    

Level 1

    

Level 2

    

Level 3

    

Assets:

Cash and cash equivalents 

$

3,397

$

3,397

$

$

Restricted cash (Note 22)

92

92

Trade receivable from provisional concentrate sales, net 

209

209

Marketable equity securities (Note 18) (2)

127

114

13

Restricted marketable debt securities (Note 18)

51

21

30

Restricted other assets (Note 18)

6

6

Batu Hijau contingent consideration

26

26

$

3,908

$

3,630

$

252

$

26

Liabilities:

Debt (1)

$

4,229

$

$

4,229

$

Diesel derivative contracts

5

5

Holt royalty obligation (Note 25)

161

161

$

4,395

$

$

4,234

$

161

The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value at September 30, 2019

Total

    

Level 1

    

Level 2

    

Level 3

    

Assets:

Cash and cash equivalents 

$

2,712

$

2,712

$

$

Restricted cash (Note 24)

111

111

Trade receivable from provisional concentrate sales, net 

339

339

Marketable equity securities (Note 20) (1)

310

298

12

Marketable debt securities (Note 20)

37

37

Continental conversion option (Note 20)

29

29

Restricted marketable debt securities (Note 20)

51

23

28

Restricted other assets (Note 20)

1

1

Batu Hijau contingent consideration

28

28

$

3,618

$

3,145

$

408

$

65

Liabilities:

Debt (2)

$

7,700

$

$

7,700

$

Diesel derivative contracts

2

2

Holt royalty obligation (Note 27)

256

256

Cash-settled Goldcorp share awards

10

10

$

7,968

$

$

7,712

$

256

Fair Value at December 31, 2018

Total

    

Level 1

    

Level 2

    

Level 3

    

Assets:

Cash and cash equivalents 

$

3,397

$

3,397

$

$

Restricted cash (Note 24)

92

92

Trade receivable from provisional concentrate sales, net 

209

209

Marketable equity securities (Note 20) (1)

127

114

13

Restricted marketable debt securities (Note 20)

51

21

30

Restricted other assets (Note 20)

6

6

Batu Hijau contingent consideration

26

26

$

3,908

$

3,630

$

252

$

26

Liabilities:

Debt (2)

$

4,229

$

$

4,229

$

Diesel derivative contracts

5

5

Holt royalty obligation (Note 27)

161

161

$

4,395

$

$

4,234

$

161

(1)Marketable equity securities includes warrants reported in the Maverix Metals Inc. equity method investment balance of $9 at both September 30, 2019 and December 31, 2018.
(2)Debt, exclusive of capital leases, is carried at amortized cost. The outstanding carrying value was $6,101$6,765 and $4,044 at JuneSeptember 30, 2019 and December 31, 2018, respectively. The fair value measurement of debt was based on an independent third party pricing source.
(2)Marketable equity securities includes warrants reported in the Maverix Metals Inc. equity method investment balance of $11 and $9 at June 30, 2019 and December 31, 2018, respectively.

The fair values of the derivative instruments in the table above are presented on a net basis. The gross amounts related to the fair value of the derivative instruments above are included in Note 17.19. All other fair value disclosures in the above table are presented on a gross basis.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The Company’s cash and cash equivalents and restricted cash and restricted cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash and cash equivalent instruments and restricted cash are valued based on quoted market prices in active markets and are primarily money market securities and U.S. Treasury securities.

The Company’s net trade receivables from provisional metal concentrate sales, which contain an embedded derivative and are subject to final pricing, are valued using quoted market prices based on forward curves for the particular metal. As the contracts themselves are not traded on an exchange, these receivables are classified within Level 2 of the fair value hierarchy.

The Company’s marketable equity securities with readily determinable fair values are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities are calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company. The Company’s marketable equity securities without readily determinable fair values are primarily comprised of warrants in publicly traded companies and are valued using a Black-Scholes model using quoted market prices in active markets of the underlying securities. As the contracts themselves are not traded on the exchange, these equity securities are classified within Level 2 of the fair value hierarchy.

The Company’s marketable debt securities consist of an unrestricted convertible debenture with Continental (the “Continental Convertible Debt”). The estimated fair value was determined using a discounted cash flow model, with an internally derived discount rate. It has been classified within Level 3 of the fair value hierarchy.

The Continental conversion option is an embedded derivative in the Continental Convertible Debt agreement, further discussed in Note 17.20. It is valued using a Black-Scholes model using quoted market prices in active markets of the underlying security. As the option itself is not traded on the exchange, this instrument is classified within Level 2 of the fair value hierarchy.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The Company’s restricted marketable debt securities are primarily U.S. government issued bonds and international bonds. The Company’s South American debt securities are classified within Level 1 of the fair value hierarchy, using published market prices of actively traded securities. The Company’s North American debt securities are classified within Level 2 of the fair value hierarchy as they are valued using pricing models which are based on prices of similar, actively traded securities.

The Company’s restricted other assets primarily consist of marketable equity securities, which are classified within Level 1 of the fair value hierarchy as their fair values are based on quoted prices available in active markets.

The Company’s derivative instruments are valued using pricing models, and the Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, forward curves, measures of volatility, and correlations of such inputs. The Company’s derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

The estimated value of the Batu Hijau contingent consideration was determined using (i) a discounted cash flow model, (ii) a Monte Carlo valuation model to simulate future copper prices using the Company’s long-term copper price, and (iii) estimated production and/or development dates for Batu Hijau Phase 7 and the Elang projects in Indonesia. The contingent consideration is classified within Level 3 of the fair value hierarchy.

The estimated fair value of the Holt royalty obligation was determined using (i) a discounted cash flow model, (ii) a Monte Carlo valuation model to simulate future gold prices using the Company’s long-term gold price, (iii) various gold production scenarios from reserve and resource information and (iv) a weighted average discount rate. The royalty obligation is classified within Level 3 of the fair value hierarchy.

The Company’s liability-classified stock-based compensation awards consist of cash-settled Goldcorp share awards which become payable in cash on the vesting date. These awards are valued each reporting period based on the quoted Newmont stock price. As the awards themselves are not traded on the exchange, they are classified within Level 2 of the fair value hierarchy.

The following tables set forth a summary of the quantitative and qualitative information related to the unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities at June 30, 2019 and December 31, 2018:

   At June 30,    

    

    

    

Range/Weighted

 

Description

2019

    

Valuation technique

    

Unobservable input

    

average

 

Continental Convertible Debt

$

35

Discounted cash flow

Discount rate

13.15

%

Batu Hijau contingent consideration

$

29

Monte Carlo

Discount rate

16.60

%

Short-term copper price

$

2.77

Long-term copper price

$

3.00

Holt royalty obligation

$

211

Monte Carlo

Discount rate

2.90

%

Short-term gold price

$

1,309

Long-term gold price

$

1,300

Gold production scenarios (in 000's of ounces)

331 - 1,645

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The Company’s liability-classified stock-based compensation awards consist of cash-settled Goldcorp share awards which become payable in cash on the vesting date. These awards are valued each reporting period based on the quoted Newmont stock price. As the awards themselves are not traded on the exchange, they are classified within Level 2 of the fair value hierarchy.

The following tables set forth a summary of the quantitative and qualitative information related to the unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities at September 30, 2019 and December 31, 2018:

At September 30, 

    

    

    

Range/Weighted

 

Description

2019

    

Valuation technique

    

Unobservable input

    

average

 

Continental Convertible Debt

$

37

Discounted cash flow

Discount rate

12.94

%

Batu Hijau contingent consideration

$

28

Monte Carlo

Discount rate

16.60

%

Short-term copper price

$

2.63

Long-term copper price

$

3.00

Holt royalty obligation

$

256

Monte Carlo

Discount rate

2.67

%

Short-term gold price

$

1,472

Long-term gold price

$

1,300

Gold production scenarios (in 000's of ounces)

314 - 1,629

At December 31, 

    

    

Range/Weighted

 

Description

2018

    

Valuation technique

    

Unobservable input

    

average

 

Batu Hijau contingent consideration

$

26

Monte Carlo

Discount rate

16.60

%

Short-term copper price

$

2.80

Long-term copper price

$

3.00

Holt royalty obligation

$

161

Monte Carlo

Discount rate

4.11

%

Short-term gold price

$

1,228

Long-term gold price

$

1,300

Gold production scenarios (in 000's of ounces)

302 - 1,544

The following tables set forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities:

Continental

Batu Hijau

Holt

Continental

Batu Hijau

Holt

Convertible

Contingent

Total

Royalty

Total

Convertible

Contingent

Total

Royalty

Total

Debt (1)

Consideration (2)

   

Assets

   

Obligation (2)

   

Liabilities

Debt (1)

Consideration (2)

   

Assets

   

Obligation (2)

   

Liabilities

Fair value at December 31, 2018

$

$

26

$

26

$

161

$

161

$

$

26

$

26

$

161

$

161

Additions and settlements

33

33

(5)

(5)

33

33

(7)

(7)

Revaluation

2

3

5

55

55

4

2

6

102

102

Fair value at June 30, 2019

$

35

$

29

$

64

$

211

$

211

Fair value at September 30, 2019

$

37

$

28

$

65

$

256

$

256

Batu Hijau

Holt

Batu Hijau

Holt

Contingent

Total

Royalty

Total

Contingent

Total

Royalty

Total

   

Consideration (2)

   Assets   

   

Obligation (2)

   

Liabilities

   

   

Consideration (2)

   Assets   

   

Obligation (2)

   

Liabilities

   

Fair Value at December 31, 2017

$

23

$

23

$

243

$

243

$

23

$

23

$

243

$

243

Settlements

(5)

(5)

(8)

(8)

Revaluation

4

4

(45)

(45)

(70)

(70)

Fair value at June 30, 2018

$

27

$

27

$

193

$

193

Fair value at September 30, 2018

$

23

$

23

$

165

$

165

(1)The gain (loss) recognized is included in Other income, net.
(2)The gain (loss) recognized is included in Net income (loss) from discontinued operationsoperations..

During the third quarter of 2018, the Company performed a non-recurring fair value measurement (i.e. Level 3 of the fair value hierarchy) in connection with recoverability and impairment tests performed at certain North American exploration properties due to

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

the Company’s decision to focus on advancing other projects and at Emigrant due to a change in the mine plan that resulted in a decrease in mine life.

The estimated fair value of the North American exploration properties was determined using comparable transactions. The estimated fair value of Emigrant’s existing operations was determined using (i) a country specific discount rate of 5.2%, (ii) a short-term gold price of $1,213 based on the third quarter average of the London PM fix, (iii) a long-term gold price of $1,300, and (iv) updated cash flow information from the Company’s business plan. For further information regarding the impairment charges, see Note 8.

.

NOTE 1719    DERIVATIVE INSTRUMENTS

The Company’s strategy is to provide shareholders with leverage to changes in metal prices by selling its production at spot market prices. Consequently, the Company does not hedge its metal sales. The Company has and will continue to manage certain risks associated with commodity input costs, interest rates and foreign currencies using the derivative market.

Cash Flow Hedges

The Company uses hedge programs to mitigate the variability of its operating costs primarily related to diesel price fluctuations. Newmont’s hedge portfolio consists of a series of financially settled fixed forward contracts, which run through the fourthfirst quarter of 20212022 in South America and the firstsecond quarter of 2022 in Australia.

The following diesel contracts were transacted for risk management purposes and qualify as cash flow hedges. The unrealized changes in market value have been recorded in Accumulated other comprehensive income (loss) and are reclassified to income during the period in which the hedged transaction affects earnings.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The Company had the following diesel derivative contracts outstanding at JuneSeptember 30, 2019:

Expected Maturity Date

Expected Maturity Date

2019

    

2020

    

2021

    

2022

Average

2019

    

2020

    

2021

    

2022

Total/
Average

Diesel Fixed Forward Contracts:

South America

Diesel gallons (millions)

1

2

3

1

3

1

5

Average rate ($/gallon)

1.94

1.89

1.93

1.91

1.91

1.86

1.86

1.82

1.87

Australia

Diesel barrels (thousands)

29

114

83

2

228

20

129

102

7

258

Average rate ($/barrel)

82.88

79.49

82.59

76.52

81.03

80.49

78.91

81.15

75.93

79.84

Derivative Instrument Fair Values

The fair value of the Company’s derivative instruments designated as cash flow hedges at JuneSeptember 30, 2019 was $1,$2, and was classified in Other non-current liabilities. The fair value of the Company’s derivative instruments designated as cash flow hedges at December 31, 2018 was $2 and $3, and were classified in Other current liabilities and Other non-current liabilities, respectively.

As of JuneSeptember 30, 2019 and December 31, 2018, all hedging instruments held by the Company were subject to enforceable master netting arrangements held with various financial institutions. In general, the terms of the Company’s agreements provide for offsetting of amounts payable or receivable between it and the counterparty, at the election of both parties, for transactions that occur on the same date, in the same commodity and in the same currency. The Company’s agreements also provide that in the event of an early termination, the counterparties have the right to offset amounts owed or owing under that and any other agreement with the same

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

counterparty. The Company’s accounting policy is to not offset these positions in its accompanying balance sheets. As of JuneSeptember 30, 2019 and December 31, 2018, the potential effect of netting derivative assets against liabilities due to the master netting agreement was not significant.

Batu Hijau Contingent Consideration

Consideration received by the Company in conjunction with the sale of PT Newmont Nusa Tenggara included the Contingent Payment and the Elang Development deferred payment deeds, which were determined to be financial instruments that met the definition of a derivative, but do not qualify for hedge accounting, under ASC 815. Contingent consideration of $29$28 and $26 was included in Other non-current assets in the Company's Condensed Consolidated Balance Sheets as of JuneSeptember 30, 2019 and December 31, 2018, respectively. See Note 1618 for additional information.

Continental Conversion Option

In March 2019, Newmont entered into a $50 convertible debt agreement with Continental. The debt is convertible into common shares of Continental at a price of C$3.00 per share. The conversion feature has been identified as an embedded derivative, which has been bifurcated from the host instrument and included in the Continental equity method investment balance. The value of the conversion option was $31$29 as of JuneSeptember 30, 2019. See Notes 1618 and 1820 for additional information.

Provisional Sales

The Company sells gold, copper, silver, lead and zinc concentrates on a provisional basis. Provisional concentrate sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which doesis not qualifydesignated for hedge accounting treatment, is marked to market through earnings each period prior to final settlement.

The impact to Sales from revenue recognized due to the changes in the final pricing is a (decrease) increase of $4 and $(9) for the three months ended September 30, 2019 and 2018, respectively, and a (decrease) increase of $10 and $(17) for the nine months ended September 30, 2019 and 2018, respectively.

At September 30, 2019, Newmont had gold sales of 112,000 ounces priced at an average of $1,491 per ounce, silver sales of 2 million ounces priced at an average of $17.57 per ounce, lead sales of 24 million pounds priced at an average of $0.94 per pound, zinc sales of 64 million pounds priced at an average of $1.06 per pound and copper sales of 15 million pounds priced at an average price of $2.61 per pound, subject to final pricing over the next several months.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

The impact to Sales from revenue recognized due to the changes in the final pricing is a (decrease) increase of $3 and $(6) for the three months ended June 30, 2019 and 2018, respectively, and a (decrease) increase of $6 and $(8) for the six months ended June 30, 2019 and 2018, respectively.

At June 30, 2019, Newmont had gold and copper sales of 119,000 ounces and 23 million pounds, respectively, priced at an average of $1,414 per ounce and $2.71 per pound, respectively, subject to final pricing over the next several months.

NOTE 1820    INVESTMENTS

At June 30, 2019

At December 31, 2018

At September 30, 2019

At December 31, 2018

Current:

Marketable equity securities

$

24

$

48

$

157

$

48

Non-current:

Marketable equity securities

$

258

$

70

$

144

$

70

258

70

144

70

Equity method investments:

Pueblo Viejo Mine (40.0%)

$

1,613

$

1,302

NuevaUnión Project (50.0%)

915

929

Norte Abierto Project (50.0%)

473

475

Continental Gold, Inc. (19.7%)

139

TMAC Resources Inc. (28.5%)

112

109

Continental Gold, Inc. (19.9%)

141

TMAC Resources Inc. (28.1%)

110

109

Alumbrera Mine (37.5%)

103

103

Maverix Metals Inc. (27.8%)

90

85

87

85

Minera La Zanja S.R.L. (46.9%)

7

7

4

7

3,452

201

3,151

201

$

3,710

$

271

$

3,295

$

271

Non-current restricted investments: (1)

Marketable debt securities

$

54

$

51

$

51

$

51

Other assets

7

6

1

6

$

61

$

57

$

52

$

57

(1)Non-current restricted investments are legally pledged for purposes of settling reclamation and remediation obligations and are included in Other non-current assets. For further information regarding these amounts, see Note 6.7.

On April 18, 2019, as a part of the Newmont Goldcorp transaction, the Company acquired interests in the Pueblo Viejo Mine, the NuevaUnión Project, the Norte Abierto Project and the Alumbrera Mine. See Note 1012 for additional information.

In June 2009, Goldcorp entered into a $400 shareholder loan agreement with Pueblo Viejo with a term of fifteen years. In April 2012, additional funding of $300 was issued to Pueblo Viejo with a term of twelve years. Both loans bear interest at 95% of LIBOR plus 2.95% payable semi-annually in arrears on February 28 and August 31 of each year. The loans have no set repayment terms. At JuneSeptember 30, 2019, the carrying amount of the Company’s share of shareholder loans to Pueblo Viejo was $421,$423, which is included in the Pueblo Viejo equity method investment. At JuneSeptember 30, 2019, $9$15 in interest receivable relating to the shareholder loans was also included in the Pueblo Viejo equity method investment. In September 2019, the Company and Barrick entered into a $70 revolving loan facility (“Revolving Facility”) to provide short-term financing to Pueblo Viejo. The Company will fund 40% of the borrowings based on its pro-rata share ownership interest in Pueblo Viejo. The Revolver Facility bears interest at LIBOR plus 2.09% and expires on December 31, 2020. There were no borrowings outstanding under the Revolving Facility as of September 30, 2019. In addition, the Company purchases its portion (40%) of gold and silver produced from Pueblo Viejo at market price and resells those ounces to third parties. Total payments made to Pueblo Viejo for gold and silver purchased were $141 and $268 for the three and nine months ended September 30, 2019, respectively, and is included in Other income, net of subsequent sales. There were no amounts due to or due from Pueblo Viejo for gold and silver purchases as of September 30, 2019 and December 31, 2018.

During the first quarter of 2019, the Company determined that based on its evolving roles on advisory committees and its support for recent financing events, Newmont now has the ability to exercise significant influence over Continental and concluded that the investment now qualifies as an equity method investment. As a result, the Company reclassified its existing Continental marketable equity security to an equity method investment. The fair value of the marketable equity security was $73, which formed the new basis for the equity method investment. Additionally, in March 2019, the Company entered into a convertible debt agreement with Continental totaling $50. The debt is convertible into common shares of Continental at a price of C$3.00 per share. The debt is an

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

unrestricted marketable debt security and is classified as available-for-sale. The fair value of the marketable debt security was $35$37 as of JuneSeptember 30, 2019 and is included in the Continental equity method investment balance. The conversion feature has been identified as an embedded derivative, which has been bifurcated from the host instrument and included in the Continental equity method investment balance. The fair value of the conversion option was $31$29 as of JuneSeptember 30, 2019. Changes in the conversion option fair value are included in Other Income, net. See Note 810 for additional informationinformation.

In June 2018, Newmont sold $11 of restricted marketable debt securities as a result of remediation work completed at the Midnite Mine.

In June 2018, Newmont exchanged certain royalty interests for cash consideration of $17, received in July 2018, and non-cash consideration comprised of 60 million common shares in Maverix and 10 million common share warrants in Maverix, with fair values upon closing of $78 and $5, respectively. Following the transaction, Newmont held a 27.98% equity ownership in Maverix. The Company determined the Maverix investment qualified as an equity method investment.

NOTE 1921    INVENTORIES

    At June 30,     

At December 31, 

    

At September 30, 

At December 31, 

    

    

2019

    

2018

    

 

    

2019

    

2018

    

 

Materials and supplies

$

716

$

439

$

685

$

439

In-process

161

104

193

104

Concentrate and copper cathode (1)

145

61

112

61

Precious metals (2)

125

26

112

26

$

1,147

$

630

$

1,102

$

630

(1)Concentrate includes gold, copper, silver, lead and zinc.
(2)Precious metals includes gold and silver doré.

.

NOTE 2022    STOCKPILES AND ORE ON LEACH PADS

    At June 30,     

At December 31, 

At September 30, 

At December 31, 

    

    

2019

    

2018

 

    

    

2019

    

2018

 

Current:

Stockpiles

$

434

$

395

$

414

$

395

Ore on leach pads

338

302

346

302

$

772

$

697

$

760

$

697

Non-current:

Stockpiles

$

1,445

$

1,429

$

1,285

$

1,429

Ore on leach pads

393

437

236

437

$

1,838

$

1,866

$

1,521

$

1,866

Total:

Stockpiles

$

1,879

$

1,824

$

1,699

$

1,824

Ore on leach pads

731

739

582

739

$

2,610

$

2,563

$

2,281

$

2,563

3943

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Stockpiles

Leach pads

    At June 30,     

At December 31, 

    At June 30,     

At December 31, 

    

2019

2018

 

2019

2018

Stockpiles and ore on leach pads:

Carlin

$

258

$

263

$

177

$

186

Phoenix

39

32

36

32

Twin Creeks

336

320

30

25

Long Canyon

53

45

CC&V

11

23

258

278

Porcupine

2

Éléonore

1

Peñasquito

60

Yanacocha

54

71

177

173

Merian

45

35

Cerro Negro

1

Boddington

451

458

Tanami

2

2

Kalgoorlie

113

121

Ahafo

418

417

Akyem

88

82

$

1,879

$

1,824

$

731

$

739

Stockpiles

Leach pads

At September 30, 

At December 31, 

At September 30, 

At December 31, 

    

2019

2018

 

2019

2018

Stockpiles and ore on leach pads:

CC&V

$

16

$

23

$

247

$

278

Musselwhite

25

Porcupine

1

Éléonore

2

Peñasquito

128

Yanacocha

55

71

158

173

Merian

42

35

Cerro Negro

1

Boddington

460

458

Tanami

1

2

Kalgoorlie

108

121

Ahafo

416

417

Akyem

107

82

Nevada Gold Mines

337

177

Carlin

263

186

Phoenix

32

32

Twin Creeks

320

25

Long Canyon

45

$

1,699

$

1,824

$

582

$

739

During the three and sixnine months ended JuneSeptember 30, 2019, the Company recorded write-downs of $52$1 and $94,$95, respectively, classified as componentsa component of Costs applicable to sales, and write-downs of nil and $34, respectively, classified as a component of Depreciation and amortization to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. Write-downs of $1 during the three months ended September 30, 2019, related to NGM. Of the write-downs during the nine months ended September 30, 2019, $12 was related to CC&V, $13 to Yanacocha, $22 to Boddington, $34 to Akyem, $1 to NGM, $44 to Carlin and $3 to Twin Creeks.

During the three and nine months ended September 30, 2018, the Company recorded write-downs of $59 and $211, respectively, classified as a component of Costs applicable to sales, and write-downs of $19 and $34,$76, respectively, classified as componentsa component of Depreciation and amortization to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. Of the write-downs during the three months ended JuneSeptember 30, 2019, $20 is2018, $52 was related to Carlin, $8including $29 relating to Emigrant as discussed in Note 8, $6 to Twin Creeks, $7 to CC&V $4and $13 to Yanacocha, $14 to Boddington and $25 to Akyem.Yanacocha. Of the write-downs during the sixnine months ended June 30, 2019, $44 is related to Carlin, $3 to Twin Creeks, $12 to CC&V, $13 to Yanacocha, $22 to Boddington and $34 to Akyem.

During the three and six months ended JuneSeptember 30, 2018, the Company recorded write-downs of $73 and $152, respectively, classified as components of Costs applicable to sales, and write-downs of $28 and $57, respectively, classified as components of Depreciation and amortization to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. Of the write-downs during the three months ended June 30, 2018, $31$109 was related to Carlin, $17$39 to Twin Creeks, $2$7 to Yanacocha, $26 to Ahafo and $25 to Akyem. Of the write-downs during the six months ended June 30, 2018, $57 was related to Carlin, $33 to Twin Creeks, $26CC&V, $39 to Yanacocha, $46 to Ahafo and $47 to Akyem.

NOTE 2123 PROPERTY, PLANT AND MINE DEVELOPMENT

Depreciable

At June 30, 2019

At December 31, 2018

Depreciable

At September 30, 2019

At December 31, 2018

Life

Accumulated

Net Book

Accumulated

Net Book

Life

Accumulated

Net Book

Accumulated

Net Book

    

(in years)

    

Cost

    

Depreciation

    

Value

    

Cost

    

Depreciation

    

Value

 

    

(in years)

    

Cost

    

Depreciation

    

Value

    

Cost

    

Depreciation

    

Value

 

Land

$

282

$

$

282

$

222

$

$

222

$

204

$

$

204

$

222

$

$

222

Facilities and equipment (1)

1

-

27

20,564

(10,758)

9,806

16,300

(10,343)

5,957

1

-

27

17,857

(8,348)

9,509

16,661

(10,683)

5,978

Mine development

1

-

18

5,723

(3,467)

2,256

5,598

(3,314)

2,284

1

-

17

3,414

(1,989)

1,425

5,598

(3,314)

2,284

Mineral interests

1

-

22

9,270

(732)

8,538

1,876

(667)

1,209

1

-

17

13,840

(1,069)

12,771

2,658

(1,114)

1,544

Asset retirement cost

1

-

22

1,138

(819)

319

1,143

(787)

356

Construction-in-progress

2,176

2,176

2,230

2,230

2,288

2,288

2,230

2,230

$

39,153

$

(15,776)

$

23,377

$

27,369

$

(15,111)

$

12,258

$

37,603

$

(11,406)

$

26,197

$

27,369

$

(15,111)

$

12,258

(1)At JuneSeptember 30, 2019 and December 31, 2018, Facilities and equipment include finance lease right of use assets of $745$765 and $-, respectively.

4044

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Depreciable

At June 30, 2019

At December 31, 2018

Life

Accumulated

Net Book

Accumulated

Net Book

Mineral Interests

    

(in years)

    

Cost

    

Depreciation

    

Value

    

Cost

    

Depreciation

    

Value

 

Production stage 

1

-

22

$

5,221

$

(732)

$

4,489

$

872

$

(667)

$

205

Development stage 

(1)

749

749

59

59

Exploration stage 

(1)

3,300

3,300

945

945

$

9,270

$

(732)

$

8,538

$

1,876

$

(667)

$

1,209

Depreciable

At September 30, 2019

At December 31, 2018

Life

Accumulated

Net Book

Accumulated

Net Book

Mineral Interests

    

(in years)

    

Cost

    

Depreciation

    

Value

    

Cost

    

Depreciation

    

Value

 

Production stage 

1

-

17

$

9,889

$

(1,069)

$

8,820

$

1,654

$

(1,114)

$

540

Development stage 

(1)

845

845

59

59

Exploration stage 

(1)

3,106

3,106

945

945

$

13,840

$

(1,069)

$

12,771

$

2,658

$

(1,114)

$

1,544

(1)These amounts are currently non-depreciable as these mineral interests have not reached production stage.

.

NOTE 2224    OTHER ASSETS

    At June 30,     

At December 31, 

At September 30, 

At December 31, 

    

2019

    

2018

  

    

2019

    

2018

  

Other current assets:

Tax and other receivables

$

320

$

92

$

377

$

92

Prepaid assets

179

154

183

154

Restricted cash

30

1

19

1

Restricted investments

3

Other

6

4

5

4

$

538

$

251

$

584

$

251

Other non-current assets:

Prepaid royalties

$

215

$

214

Operating leases

122

$

97

$

Restricted cash

85

91

92

91

Intangible assets

75

97

62

97

Restricted investments

61

57

52

57

Taxes other than income and mining

58

23

Income tax receivable

47

47

45

47

Prepaid royalties

44

214

Taxes receivable other than income and mining taxes

41

23

Other

80

55

101

55

$

743

$

584

$

534

$

584

NOTE 2325    DEBT

Scheduled minimum debt repayments are as follows:

Year Ending December 31,

2019 (for the remainder of 2019)

$

626

$

626

2020

2021

550

550

2022

992

992

2023

1,000

1,000

Thereafter

2,924

3,624

$

6,092

$

6,792

In September 2019, the Company completed a public offering of $700 unsecured Senior Notes due October 2029 (“2029 Notes”). Net proceeds from the 2029 Notes were $690. The 2029 Notes will pay interest semi-annually at a rate of 2.80% per annum. The proceeds from this issuance were primarily used to repay the outstanding balance on the 2019 Senior Notes of $626 on October 1, 2019.

45

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

On April 4, 2019, the Company entered into a $3,000 revolving credit facility (“New Credit Agreement”) with a syndicate of financial institutions that expires in April 2024. The New Credit Agreement provides for borrowings in U.S. dollars and contains a letter of credit sub-facility. Facility fees vary based on the credit ratings of the Company’s senior, uncollateralized, non-current debt. Borrowings under the facility bear interest at a market based rate plus a margin determined by our credit rating. The New Credit Agreement replaces the Company’s existing credit agreement dated as of May 20, 2011, as amended and restated as of May 25, 2017

41

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

(“ (“Existing Credit Agreement”). Outstanding letters of credit under the Existing Credit Agreement of approximately $71 were transferred to the New Credit Agreement and remain outstanding.of which $60 remains outstanding as of September 30, 2019. Debt covenants under the New Credit Agreement are substantially the same as the Existing Credit Agreement.

Upon closing of the Newmont Goldcorp transaction, the Company paid the outstanding principal balances of Goldcorp’s term loan of $400 and Goldcorp’s revolving credit facility of $850. Additionally, the Company completed a like-for-like exchange for most of the outstanding notes issued by Goldcorp (“Existing Goldcorp notes”), with an aggregate principal amount of $2,000, for new notes issued by Newmont (the “New Newmont notes”) and nominal cash consideration. The New Newmont notes, issued April 22, 2019, and the Existing Goldcorp notes that were not tendered for exchange, consist of $472 and $78 of 3.625% notes due June 9, 2021, $810 and $190 of 3.70% notes due March 15, 2023 and $444 and $6 of 5.45% notes due June 9, 2044, respectively. Pursuant to registration rights issued with the New Newmont notes, the Company filed Form S-4 on June 28, 2019, which was declared effective on July 9, 2019. The exchange for the registered notes was completed on August 9, 2019.

On August 23, 2019, and the Company is currentlysuccessfully completed a consent solicitation for its notes due in 2035. In connection with the processconsent solicitation, certain amendments were executed to the indenture. In addition to releasing NGM as a guarantor of exchanging the New NewmontCompany’s notes due in 2035, certain provisions were amended to conform with the Company’s other outstanding indentures. The provision amendment was accounted for registered notes.as a debt modification. For further information, see Note 4.

Prior to the closing of the Newmont Goldcorp transaction, Goldcorp held a series of letters of credit, several of which represented guarantees for reclamation obligations. Newmont Goldcorp will continuecontinues to hold these letters of credit. At JuneSeptember 30, 2019, the Company had letters of credit outstanding in the amount of $432$410 of which $336$334 represented guarantees for reclamation obligations. This decrease of $2 from the $336, as of June 30, 2019, is due to the change in exchange rate. None of these letters of credit have been drawn on for reclamation obligations, as of JuneSeptember 30, 2019.

NOTE 2426 LEASE AND OTHER FINANCING OBLIGATIONS

The Company primarily has operating and finance leases for corporate and regional offices, processing facilities and mining equipment. These leases have a remaining lease term of less than 1 year to 3938 years, some of which may include options to extend the lease for up to 15 years, and some of which may include options to terminate the lease within 3 years. Certain of our leases include payments that vary based on the Company’s level of usage and operations. These variable payments are not included within ROU assets and lease liabilities in the Condensed Consolidated Balance Sheets. Additionally, short-term leases, which have an initial term of 12 months or less, are not recorded in the Condensed Consolidated Balance Sheets.

Total lease cost includes the following components:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 2019

June 30, 2019

September 30, 2019

September 30, 2019

Operating lease cost

$

9

$

12

$

6

$

18

Finance lease cost

Amortization of ROU assets

18

25

25

50

Interest on lease liabilities

10

14

10

24

28

39

35

74

Variable lease cost

64

115

112

227

Short-term lease cost

6

14

33

47

$

107

$

180

$

186

$

366

Other information related to leases includes the following:

Six Months Ended 

June 30, 2019

Supplemental Cash Flow Information:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows relating to operating leases

$

14

Operating cash flows relating to finance leases

$

13

Financing cash flows relating to finance leases

$

26

Supplemental Non-cash Information:

Lease obligations arising from obtaining ROU assets: (1)

Operating leases

$

155

Finance leases

$

656

4246

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Other information related to leases includes the following:

Nine Months Ended 

September 30, 2019

Supplemental Cash Flow Information:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows relating to operating leases

$

23

Operating cash flows relating to finance leases

$

23

Financing cash flows relating to finance leases

$

37

Supplemental Non-cash Information:

Lease obligations arising from obtaining ROU assets: (1)

Operating leases

$

124

Finance leases

$

714

(1)Operating and financefinancing lease obligationobligations assumed in relation to acquired ROU assets in the Newmont Goldcorp transaction were $89$58 and $359, respectively, for$414, respectively. Operating and financing lease obligations assumed in relation to the six months ended June 30, 2019.formation of NGM were $11 and $1, respectively.

Information related to lease terms and discount rates is as follows:

Weighted Average Remaining Lease Term:

Operating leases

6 years

Finance leases

1312 years

Weighted Average Discount Rate:

Operating leases

4.43%5.04%

Finance leases

5.73%5.61%

Future minimum lease payments under non-cancellable leases as of JuneSeptember 30, 2019, were as follows:

Operating

Financing

Operating

Financing

Year Ending December 31,

Leases

Leases

Leases

Leases

2019 (for the remainder of 2019)

$

30

$

45

$

11

$

26

2020

44

87

35

99

2021

29

86

22

95

2022

13

75

14

85

2023

9

71

8

79

Thereafter

48

600

29

598

Total future minimum lease payments

173

964

119

982

Less: Imputed interest

(28)

(293)

(16)

(285)

Total

$

145

$

671

$

103

$

697

In December 2017, the Company began the Tanami Power project which included the construction of a gas pipeline to the Tanami site, and construction and operation of two2 on-site power stations under agreements that qualified for build-to-suit lease accounting. As of December 31, 2018, the financing obligations under the build-to-suit arrangements were $210, of which $24 was classified as current. During the first quarter of 2019, construction of the gas pipeline and power stations was completed. Upon completion, the build-to-suit arrangements failed to qualify for sale-leaseback accounting. Finance lease obligations recognized on both arrangements totaled $198$186 as of JuneSeptember 30, 2019, of which $26 was classified as current.

As of JuneSeptember 30, 2019, we have an additional operating leaseslease for corporate office space and mining equipment that havehas not yet commenced. At commencement, the Company anticipates that these leasesthis lease will result in an additional ROU assets and lease liabilitiesliability of $63.$78. The operating leases arelease is anticipated to commence between 2019in 2020 and 2020 withhas a lease terms between 2 andterm of 13 years.

4347

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 2527    OTHER LIABILITIES

    At June 30,     

At December 31, 

At September 30, 

At December 31, 

    

2019

    

2018

    

    

2019

    

2018

    

Other current liabilities:

Accrued operating costs

$

297

$

129

$

279

$

129

Reclamation and remediation liabilities

156

114

159

114

Silver streaming agreement

123

80

Accrued interest

74

52

Accrued capital expenditures

66

61

60

61

Accrued interest

59

52

Royalties

53

63

Operating leases

49

38

Royalties

41

63

Taxes other than income and mining

36

8

37

8

Holt royalty obligation

12

12

13

12

Other

60

16

75

16

$

899

$

455

$

868

$

455

Other non-current liabilities:

Income and mining taxes (1)

$

373

$

17

$

372

$

17

Holt royalty obligation

199

149

243

149

Norte Abierto deferred payments

153

154

Galore Creek deferred payments

91

89

Operating leases

96

65

Galore Creek deferred payments

91

89

Social development obligations

17

18

17

18

Power supply agreements

28

28

Other

56

13

58

13

$

985

$

314

$

1,000

$

314

(1)Income and mining taxes includes a balance of $373$372 related to unrecognized tax benefits, interest and penalties. This includes the initial increase to the preliminary unrecognized tax benefits of $451$453 from Goldcorp. In the second quarter of 2019, a settlement was reached with the Mexican Tax Authority, reducing the initial unrecognized tax benefit from Goldcorp to $356.$358.

.

NOTE 2628    RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Pension and

Unrealized Gain

Pension and

Unrealized Gain

Unrealized Gain

Foreign

Other

(Loss) on

Unrealized Gain

Foreign

Other

(Loss) on

(Loss) on

Currency

Post-retirement

Cash flow

(Loss) on

Currency

Post-retirement

Cash flow

Investment

Translation

Benefit

Hedge

Investment

Translation

Benefit

Hedge

Securities, net

Adjustments

Adjustments

Instruments

Total

Securities, net

Adjustments

Adjustments

Instruments

Total

Balance at December 31, 2018

  

$

  

$

118

  

$

(262)

  

$

(140)

  

$

(284)

 

  

$

  

$

118

  

$

(262)

  

$

(140)

  

$

(284)

 

Net current-period other comprehensive income (loss):

Gain (loss) in other comprehensive income (loss) before reclassifications

1

12

1

14

3

7

(18)

2

(6)

(Gain) loss reclassified from accumulated other comprehensive income (loss)

6

7

13

15

10

25

Other comprehensive income (loss)

1

12

6

8

27

3

7

(3)

12

19

Balance at June 30, 2019

$

1

$

130

$

(256)

$

(132)

$

(257)

Balance at September 30, 2019

$

3

$

125

$

(265)

$

(128)

$

(265)

48

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Details about Accumulated Other Comprehensive Income (Loss) Components

Amount Reclassified from Accumulated Other Comprehensive Income (Loss)

Affected Line Item in the Condensed Consolidated Statements of Operations

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2019

    

2018

    

2019

    

2018

     

Pension and other post-retirement benefit adjustments:

Amortization

$

6

$

6

$

12

$

18

Other income, net

Curtailment

3

3

Other income, net

Total before tax

9

6

15

18

Tax

(1)

(4)

Net of tax

$

9

$

5

$

15

$

14

Hedge instruments adjustments:

Operating cash flow hedges

$

$

(1)

$

2

$

Costs applicable to sales

Interest rate contracts

2

2

8

8

Interest expense, net

Total before tax

2

1

10

8

Tax

1

(2)

Net of tax

$

3

$

1

$

10

$

6

Total reclassifications for the period, net of tax

$

12

$

6

$

25

$

20

NOTE 29    NET CHANGE IN OPERATING ASSETS AND LIABILITIES

Net cash provided by (used in) operating activities of continuing operations attributable to the net change in operating assets and liabilities is composed of the following:

Nine Months Ended September 30, 

2019

2018

Decrease (increase) in operating assets:

Trade and other receivables 

    

$

(217)

    

$

(18)

 

Inventories, stockpiles and ore on leach pads 

(90)

(274)

Other assets 

45

(23)

Increase (decrease) in operating liabilities:

Accounts payable

(3)

(78)

Reclamation and remediation liabilities 

(64)

(51)

Other accrued liabilities

(80)

(223)

$

(409)

$

(667)

4449

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Details about Accumulated Other Comprehensive Income (Loss) Components

Amount Reclassified from Accumulated Other Comprehensive Income (Loss)

Affected Line Item in the Condensed Consolidated Statements of Operations

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2019

    

2018

    

2019

    

2018

     

Pension and other post-retirement benefit adjustments:

Amortization

$

2

$

6

$

6

$

12

Other income, net

Total before tax

2

6

6

12

Tax

(2)

(3)

Net of tax

$

2

$

4

$

6

$

9

Hedge instruments adjustments:

Operating cash flow hedges

$

1

$

$

2

$

1

Costs applicable to sales

Interest rate contracts

3

3

6

6

Interest expense, net

Total before tax

4

3

8

7

Tax

(1)

(1)

(1)

(2)

Net of tax

$

3

$

2

$

7

$

5

Total reclassifications for the period, net of tax

$

5

$

6

$

13

$

14

NOTE 27    NET CHANGE IN OPERATING ASSETS AND LIABILITIES

Net cash provided by (used in) operating activities of continuing operations attributable to the net change in operating assets and liabilities is composed of the following:

Six Months Ended June 30, 

2019

2018

Decrease (increase) in operating assets:

Trade and other receivables 

    

$

(94)

    

$

37

 

Inventories, stockpiles and ore on leach pads 

(57)

(211)

Other assets 

59

(17)

Increase (decrease) in operating liabilities:

Accounts payable

(80)

(10)

Reclamation and remediation liabilities 

(34)

(33)

Other accrued liabilities

(53)

(276)

$

(259)

$

(510)

NOTE 2830    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following Condensed Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10(e) of Regulation S-X resulting from the inclusion of Newmont USA Limited (“Newmont USA”), a wholly-owned subsidiary of Newmont, as a co-registrant with Newmont on debt securities issued under a shelf registration statement on Form S-3 filed under the Securities Act of 1933 under which securities of Newmont (including debt securities guaranteed by Newmont USA) may be issued (the “Shelf Registration Statement”). In accordance with Rule 3-10(e) of Regulation S-X, Newmont USA, as the subsidiary guarantor, is 100% owned by Newmont, the guarantees are full and unconditional, and no other subsidiary of Newmont guaranteed any security issued under the Shelf Registration Statement. There are no restrictions on the ability of Newmont or Newmont USA to obtain funds

45

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

from its subsidiaries by dividend or loan.

��

Three Months Ended September 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

47

$

2,666

$

$

2,713

Costs and expenses:

Costs applicable to sales (1)

27

1,365

1,392

Depreciation and amortization 

1

12

535

548

Reclamation and remediation

8

54

62

Exploration 

88

88

Advanced projects, research and development 

5

38

43

General and administrative 

16

68

84

Impairment of long-lived assets

3

3

Other expense, net

1

17

17

35

2

85

2,168

2,255

Other income (expense): 

Gain on formation of Nevada Gold Mines

2,366

2,366

Other income, net 

(13)

(3)

47

31

Interest income - intercompany 

37

13

23

(73)

Interest expense - intercompany 

(2)

(71)

73

Interest expense, net 

(67)

(10)

(77)

(45)

2,376

(11)

2,320

Income (loss) before income and mining tax and other items 

(47)

2,338

487

2,778

Income and mining tax benefit (expense)

(470)

(88)

(558)

Equity income (loss) of affiliates 

2,225

108

32

(2,333)

32

Net income (loss) from continuing operations 

2,178

1,976

431

(2,333)

2,252

Net income (loss) from discontinued operations 

(48)

(48)

Net income (loss)

2,178

1,976

383

(2,333)

2,204

Net loss (income) attributable to noncontrolling interests:

(26)

(26)

Net income (loss) attributable to Newmont stockholders

$

2,178

$

1,976

$

357

$

(2,333)

$

2,178

Comprehensive income (loss)

$

2,170

$

1,960

$

399

$

(2,333)

$

2,196

Comprehensive loss (income) attributable to noncontrolling interests

(26)

(26)

Comprehensive income (loss) attributable to Newmont stockholders

$

2,170

$

1,960

$

373

$

(2,333)

$

2,170

Three Months Ended June 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

401

$

1,856

$

$

2,257

Costs and expenses:

Costs applicable to sales (1)

269

1,097

1,366

Depreciation and amortization 

1

87

399

487

Reclamation and remediation

5

68

73

Exploration 

11

58

69

Advanced projects, research and development 

3

29

32

General and administrative 

20

61

81

Other expense, net

3

71

63

137

4

466

1,775

2,245

Other income (expense): 

Other income, net 

18

36

36

90

Interest income - intercompany 

32

15

22

(69)

Interest expense - intercompany 

(2)

(67)

69

Interest expense, net 

(65)

(1)

(16)

(82)

(17)

50

(25)

8

Income (loss) before income and mining tax and other items 

(21)

(15)

56

20

Income and mining tax benefit (expense)

(22)

2

(20)

Equity income (loss) of affiliates 

(6)

9

26

(3)

26

Net income (loss) from continuing operations 

(27)

(28)

84

(3)

26

Net income (loss) from discontinued operations 

2

(28)

(26)

Net income (loss)

(25)

(28)

56

(3)

Net loss (income) attributable to noncontrolling interests:

(25)

(25)

Net income (loss) attributable to Newmont stockholders

$

(25)

$

(28)

$

31

$

(3)

$

(25)

Comprehensive income (loss)

$

(13)

$

(28)

$

56

$

(3)

$

12

Comprehensive loss (income) attributable to noncontrolling interests

(25)

(25)

Comprehensive income (loss) attributable to Newmont stockholders

$

(13)

$

(28)

$

31

$

(3)

$

(13)

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

4650

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Three Months Ended June 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

419

$

1,243

$

$

1,662

Costs and expenses:

Costs applicable to sales (1)

281

684

965

Depreciation and amortization 

1

75

203

279

Reclamation and remediation

4

33

37

Exploration 

15

39

54

Advanced projects, research and development 

8

28

36

General and administrative 

22

41

63

Other expense, net

1

12

13

1

406

1,040

1,447

Other income (expense):

Other income, net 

(5)

20

124

139

Interest income - intercompany 

17

11

12

(40)

Interest expense - intercompany 

(11)

(29)

40

Interest expense, net 

(48)

(1)

(49)

(47)

31

106

90

Income (loss) before income and mining tax and other items 

(48)

44

309

305

Income and mining tax benefit (expense)

10

(7)

(21)

(18)

Equity income (loss) of affiliates 

330

(20)

(7)

(310)

(7)

Net income (loss) from continuing operations 

292

17

281

(310)

280

Net income (loss) from discontinued operations 

18

18

Net income (loss)

292

17

299

(310)

298

Net loss (income) attributable to noncontrolling interests

(6)

(6)

Net income (loss) attributable to Newmont stockholders

$

292

$

17

$

293

$

(310)

$

292

Comprehensive income (loss)

$

299

$

17

$

299

$

(310)

$

305

Comprehensive loss (income) attributable to noncontrolling interests

(6)

(6)

Comprehensive income (loss) attributable to Newmont stockholders

$

299

$

17

$

293

$

(310)

$

299

Three Months Ended September 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

417

$

1,309

$

$

1,726

Costs and expenses:

Costs applicable to sales (1)

293

702

995

Depreciation and amortization 

1

85

213

299

Reclamation and remediation

4

27

31

Exploration 

13

35

48

Advanced projects, research and development 

8

29

37

General and administrative 

20

39

59

Impairment of long-lived assets

336

30

366

Other expense, net

5

5

1

759

1,080

1,840

Other income (expense):

Other income, net 

(32)

9

60

37

Interest income - intercompany 

16

14

12

(42)

Interest expense - intercompany 

(10)

(32)

42

Interest expense, net 

(45)

(3)

(3)

(51)

(71)

20

37

(14)

Income (loss) before income and mining tax and other items 

(72)

(322)

266

(128)

Income and mining tax benefit (expense)

16

79

(98)

(3)

Equity income (loss) of affiliates 

(89)

(13)

(9)

102

(9)

Net income (loss) from continuing operations 

(145)

(256)

159

102

(140)

Net income (loss) from discontinued operations 

16

16

Net income (loss)

(145)

(256)

175

102

(124)

Net loss (income) attributable to noncontrolling interests

(21)

(21)

Net income (loss) attributable to Newmont stockholders

$

(145)

$

(256)

$

154

$

102

$

(145)

Comprehensive income (loss)

$

(133)

$

(246)

$

165

$

102

$

(112)

Comprehensive loss (income) attributable to noncontrolling interests

(21)

(21)

Comprehensive income (loss) attributable to Newmont stockholders

$

(133)

$

(246)

$

144

$

102

$

(133)

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

4751

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Six Months Ended June 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

834

$

3,226

$

$

4,060

Costs and expenses:

Costs applicable to sales (1)

550

1,794

2,344

Depreciation and amortization 

2

173

624

799

Reclamation and remediation

8

95

103

Exploration 

20

90

110

Advanced projects, research and development 

9

50

59

General and administrative 

37

103

140

Other expense, net

3

133

69

205

5

930

2,825

3,760

Other income (expense):

Other income, net 

28

42

65

135

Interest income - intercompany 

47

31

27

(105)

Interest expense - intercompany 

(3)

(102)

105

Interest expense, net 

(116)

(2)

(22)

(140)

(44)

71

(32)

(5)

Income (loss) before income and mining tax and other items 

(49)

(25)

369

295

Income and mining tax benefit (expense)

(8)

(137)

(145)

Equity income (loss) of affiliates 

111

(45)

21

(66)

21

Net income (loss) from continuing operations 

62

(78)

253

(66)

171

Net income (loss) from discontinued operations 

(52)

(52)

Net income (loss)

62

(78)

201

(66)

119

Net loss (income) attributable to noncontrolling interests

(57)

(57)

Net income (loss) attributable to Newmont stockholders

$

62

$

(78)

$

144

$

(66)

$

62

Comprehensive income (loss)

$

89

$

(68)

$

191

$

(66)

$

146

Comprehensive loss (income) attributable to noncontrolling interests

(57)

(57)

Comprehensive income (loss) attributable to Newmont stockholders

$

89

$

(68)

$

134

$

(66)

$

89

Nine Months Ended September 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

881

$

5,892

$

$

6,773

Costs and expenses:

Costs applicable to sales (1)

577

3,159

3,736

Depreciation and amortization 

3

185

1,159

1,347

Reclamation and remediation

16

149

165

Exploration 

20

178

198

Advanced projects, research and development 

14

88

102

General and administrative 

53

171

224

Impairment of long-lived assets

1

3

4

Other expense, net

4

149

86

239

7

1,015

4,993

6,015

Other income (expense):

Gain on formation of Nevada Gold Mines

2,366

2,366

Other income, net 

15

39

112

166

Interest income - intercompany 

84

44

50

(178)

Interest expense - intercompany 

(5)

(173)

178

Interest expense, net 

(183)

(2)

(32)

(217)

(89)

2,447

(43)

2,315

Income (loss) before income and mining tax and other items 

(96)

2,313

856

3,073

Income and mining tax benefit (expense)

(478)

(225)

(703)

Equity income (loss) of affiliates 

2,336

63

53

(2,399)

53

Net income (loss) from continuing operations 

2,240

1,898

684

(2,399)

2,423

Net income (loss) from discontinued operations 

(100)

(100)

Net income (loss)

2,240

1,898

584

(2,399)

2,323

Net loss (income) attributable to noncontrolling interests

(83)

(83)

Net income (loss) attributable to Newmont stockholders

$

2,240

$

1,898

$

501

$

(2,399)

$

2,240

Comprehensive income (loss)

$

2,259

$

1,892

$

590

$

(2,399)

$

2,342

Comprehensive loss (income) attributable to noncontrolling interests

(83)

(83)

Comprehensive income (loss) attributable to Newmont stockholders

$

2,259

$

1,892

$

507

$

(2,399)

$

2,259

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

4852

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Six Months Ended June 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

931

$

2,548

$

$

3,479

Costs and expenses:

Costs applicable to sales (1)

605

1,389

1,994

Depreciation and amortization 

2

162

416

580

Reclamation and remediation

7

58

65

Exploration 

26

68

94

Advanced projects, research and development 

14

56

70

General and administrative 

41

81

122

Other expense, net

2

22

24

2

857

2,090

2,949

Other income (expense):

Other income, net 

3

27

130

160

Interest income - intercompany 

51

22

21

(94)

Interest expense - intercompany 

(19)

(75)

94

Interest expense, net 

(97)

(2)

(3)

(102)

(62)

47

73

58

Income (loss) before income and mining tax and other items 

(64)

121

531

588

Income and mining tax benefit (expense)

13

(21)

(115)

(123)

Equity income (loss) of affiliates 

535

(77)

(16)

(458)

(16)

Net income (loss) from continuing operations 

484

23

400

(458)

449

Net income (loss) from discontinued operations 

40

40

Net income (loss)

484

23

440

(458)

489

Net loss (income) attributable to noncontrolling interests

(5)

(5)

Net income (loss) attributable to Newmont stockholders

$

484

$

23

$

435

$

(458)

$

484

Comprehensive income (loss)

$

499

$

23

$

440

$

(458)

$

504

Comprehensive loss (income) attributable to noncontrolling interests

(5)

(5)

Comprehensive income (loss) attributable to Newmont stockholders

$

499

$

23

$

435

$

(458)

$

499

Nine Months Ended September 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Operation

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Sales

$

$

1,348

$

3,857

$

$

5,205

Costs and expenses:

Costs applicable to sales (1)

898

2,091

2,989

Depreciation and amortization 

3

247

629

879

Reclamation and remediation

11

85

96

Exploration 

39

103

142

Advanced projects, research and development 

22

85

107

General and administrative 

61

120

181

Impairment of long-lived assets

336

30

366

Other expense, net

2

27

29

3

1,616

3,170

4,789

Other income (expense):

Other income, net 

(29)

36

190

197

Interest income - intercompany 

67

36

33

(136)

Interest expense - intercompany 

(29)

(107)

136

Interest expense, net 

(142)

(5)

(6)

(153)

(133)

67

110

44

Income (loss) before income and mining tax and other items 

(136)

(201)

797

460

Income and mining tax benefit (expense)

29

58

(213)

(126)

Equity income (loss) of affiliates 

446

(90)

(25)

(356)

(25)

Net income (loss) from continuing operations 

339

(233)

559

(356)

309

Net income (loss) from discontinued operations 

56

56

Net income (loss)

339

(233)

615

(356)

365

Net loss (income) attributable to noncontrolling interests

(26)

(26)

Net income (loss) attributable to Newmont stockholders

$

339

$

(233)

$

589

$

(356)

$

339

Comprehensive income (loss)

$

366

$

(223)

$

605

$

(356)

$

392

Comprehensive loss (income) attributable to noncontrolling interests

(26)

(26)

Comprehensive income (loss) attributable to Newmont stockholders

$

366

$

(223)

$

579

$

(356)

$

366

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

4953

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Nine Months Ended September 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Cash Flows

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Operating activities:

 

Net cash provided by (used in) operating activities of continuing operations

$

233

$

107

$

1,683

$

(355)

$

1,668

Net cash provided by (used in) operating activities of discontinued operations

(7)

(7)

Net cash provided by (used in) operating activities

233

107

1,676

(355)

1,661

Investing activities:

Additions to property, plant and mine development 

(99)

(934)

(1,033)

Acquisitions, net  

(17)

144

127

Purchases of investments

(72)

(4)

(18)

(94)

Return of investment from equity method investees

83

83

Proceeds from sales of investments

6

53

59

Proceeds from sales of other assets

20

9

29

Other 

12

12

Net cash provided by (used in) investing activities

(89)

(77)

(651)

(817)

Financing activities:

Repayment of debt

(1,250)

(1,250)

Dividends paid to common stockholders 

(775)

(355)

355

(775)

Proceeds from issuance of debt, net

690

690

Distributions to noncontrolling interests

(137)

(137)

Funding from noncontrolling interests

75

75

Payments for withholding of employee taxes related to stock-based compensation

(48)

(48)

Payments on lease and other financing obligations

(37)

(37)

Net intercompany borrowings (repayments)

(35)

21

14

Other 

(24)

(24)

Net cash provided by (used in) financing activities

(144)

(27)

(1,690)

355

(1,506)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(4)

(4)

Net change in cash, cash equivalents and restricted cash

3

(669)

(666)

Cash, cash equivalents and restricted cash at beginning of period 

3,489

3,489

Cash, cash equivalents and restricted cash at end of period 

$

$

3

$

2,820

$

$

2,823

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

$

$

2,712

$

$

2,712

Restricted cash included in Other current assets

19

19

Restricted cash included in Other noncurrent assets

3

89

92

Total cash, cash equivalents and restricted cash

$

$

3

$

2,820

$

$

2,823

54

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Six Months Ended June 30, 2019

Nine Months Ended September 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Cash Flows

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Operating activities:

 

 

Net cash provided by (used in) operating activities of continuing operations

$

126

$

182

$

792

$

(225)

$

875

$

(123)

$

339

$

879

$

$

1,095

Net cash provided by (used in) operating activities of discontinued operations

(5)

(5)

(8)

(8)

Net cash provided by (used in) operating activities

126

182

787

(225)

870

(123)

339

871

1,087

Investing activities:

Additions to property, plant and mine development

(94)

(511)

(605)

(203)

(560)

(763)

Acquisitions, net

(17)

138

121

(138)

(138)

Purchases of investments

(65)

(3)

(18)

(86)

(4)

(13)

(17)

Return of investment from equity method investees

80

80

Proceeds from sales of investments

3

53

56

12

4

16

Proceeds from sales of other assets

20

9

29

23

23

Other

26

26

1

(6)

(5)

Net cash provided by (used in) investing activities

(82)

(74)

(223)

(379)

(4)

(190)

(690)

(884)

Financing activities:

Repayment of debt

(1,250)

(1,250)

Dividends paid to common stockholders

(666)

(225)

225

(666)

(226)

(226)

Distributions to noncontrolling interests

(93)

(93)

(107)

(107)

Funding from noncontrolling interests

46

46

77

77

Payments for withholding of employee taxes related to stock-based compensation

(45)

(45)

(39)

(39)

Payments on lease and other financing obligations

(26)

(26)

(3)

(3)

Proceeds from sale of noncontrolling interests

48

48

Repurchases of common stock

(96)

(96)

Net intercompany borrowings (repayments)

625

(63)

(562)

449

(109)

(340)

Other

(3)

1

(2)

(1)

1

Net cash provided by (used in) financing activities

(44)

(108)

(2,109)

225

(2,036)

127

(149)

(324)

(346)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(2)

(2)

(4)

(4)

Net change in cash, cash equivalents and restricted cash

(1,547)

(1,547)

(147)

(147)

Cash, cash equivalents and restricted cash at beginning of period

3,489

3,489

3,298

3,298

Cash, cash equivalents and restricted cash at end of period

$

$

$

1,942

$

$

1,942

$

$

$

3,151

$

$

3,151

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

$

$

1,827

$

$

1,827

$

$

$

3,068

$

$

3,068

Restricted cash included in Other current assets

30

30

1

1

Restricted cash included in Other noncurrent assets

85

85

82

82

Total cash, cash equivalents and restricted cash

$

$

$

1,942

$

$

1,942

$

$

$

3,151

$

$

3,151

5055

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Six Months Ended June 30, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Statement of Cash Flows

    

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Operating activities:

 

Net cash provided by (used in) operating activities of continuing operations

$

(63)

$

251

$

479

$

$

667

Net cash provided by (used in) operating activities of discontinued operations

(5)

(5)

Net cash provided by (used in) operating activities

(63)

251

474

662

Investing activities:

Additions to property, plant and mine development 

(125)

(364)

(489)

Acquisitions, net   

(39)

(39)

Purchases of investments

(6)

(6)

Return of investment from equity method investees

(3)

(3)

Proceeds from sales of investments

11

4

15

Proceeds from sales of other assets

2

3

5

Other 

Net cash provided by (used in) investing activities

(112)

(405)

(517)

Financing activities:

Repayment of debt

Dividends paid to common stockholders 

(150)

(150)

Distributions to noncontrolling interests

(69)

(69)

Funding from noncontrolling interests

52

52

Payments for withholding of employee taxes related to stock-based compensation

(39)

(39)

Payments on lease and other financing obligations

(1)

(2)

(3)

Proceeds from sale of noncontrolling interests

48

48

Repurchases of common stock

(70)

(70)

Net intercompany borrowings (repayments)

283

(99)

(184)

Other 

Net cash provided by (used in) financing activities

63

(139)

(155)

(231)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(2)

(2)

Net change in cash, cash equivalents and restricted cash

(88)

(88)

Cash, cash equivalents and restricted cash at beginning of period 

3,298

3,298

Cash, cash equivalents and restricted cash at end of period 

$

$

$

3,210

$

$

3,210

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

$

$

$

3,127

$

$

3,127

Restricted cash included in Other current assets

1

1

Restricted cash included in Other noncurrent assets

82

82

Total cash, cash equivalents and restricted cash

$

$

$

3,210

$

$

3,210

At September 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Balance Sheet

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Assets:

Cash and cash equivalents 

$

$

$

2,712

$

$

2,712

Trade receivables 

26

357

383

Intercompany receivable

7,539

3,292

6,005

(16,836)

Investments

157

157

Inventories 

1,102

1,102

Stockpiles and ore on leach pads 

760

760

Other current assets

29

555

584

Current assets 

7,539

3,347

11,648

(16,836)

5,698

Property, plant and mine development, net 

11

42

26,169

(25)

26,197

Investments 

157

2

3,136

3,295

Investments in subsidiaries 

24,482

6,746

(31,228)

Stockpiles and ore on leach pads 

1,521

1,521

Deferred income tax assets 

440

440

Goodwill

3,078

3,078

Non-current intercompany receivable

1,801

547

(2,348)

Other non-current assets 

60

474

534

Total assets 

$

33,990

$

10,744

$

46,466

$

(50,437)

$

40,763

Liabilities:

Debt 

$

626

$

$

$

$

626

Accounts payable 

16

516

532

Intercompany payable

6,039

1,923

8,874

(16,836)

Employee-related benefits 

3

83

270

356

Income and mining taxes 

132

132

Lease and other financing obligations

97

97

Other current liabilities 

75

84

709

868

Current liabilities 

6,743

2,106

10,598

(16,836)

2,611

Debt 

5,814

325

6,139

Lease and other financing obligations

600

600

Reclamation and remediation liabilities 

22

3,419

3,441

Deferred income tax liabilities 

470

2,495

2,965

Employee-related benefits 

3

207

244

454

Non-current intercompany payable

2,373

(2,373)

Silver streaming agreement

1,069

1,069

Other non-current liabilities 

13

987

1,000

Total liabilities 

12,560

2,818

22,110

(19,209)

18,279

Contingently redeemable noncontrolling interest

49

49

Equity:

Newmont stockholders’ equity 

21,430

7,926

23,302

(31,228)

21,430

Noncontrolling interests 

1,005

1,005

Total equity

21,430

7,926

24,307

(31,228)

22,435

Total liabilities and equity

$

33,990

$

10,744

$

46,466

$

(50,437)

$

40,763

5156

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

At June 30, 2019

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Balance Sheet

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Assets:

Cash and cash equivalents 

$

$

$

1,827

$

$

1,827

Trade receivables 

40

290

330

Intercompany receivable

7,294

3,305

6,475

(17,074)

Investments

24

24

Inventories 

174

973

1,147

Stockpiles and ore on leach pads 

195

577

772

Other current assets

1

44

493

538

Current assets 

7,295

3,758

10,659

(17,074)

4,638

Property, plant and mine development, net 

12

2,607

20,783

(25)

23,377

Investments 

157

2

3,551

3,710

Investments in subsidiaries 

22,423

284

5

(22,712)

Stockpiles and ore on leach pads 

676

1,162

1,838

Deferred income tax assets 

2

523

525

Goodwill

2,156

2,156

Non-current intercompany receivable

1,777

601

(2,378)

Other non-current assets 

296

447

743

Total assets 

$

31,666

$

8,224

$

39,286

$

(42,189)

$

36,987

Liabilities:

Accounts payable 

$

$

62

$

398

$

$

460

Intercompany payable

6,475

2,045

8,554

(17,074)

Employee-related benefits 

3

99

240

342

Income and mining taxes 

5

117

122

Debt 

626

626

Lease and other financing obligations

1

88

89

Other current liabilities 

59

171

669

899

Current liabilities 

7,163

2,383

10,066

(17,074)

2,538

Debt 

5,144

331

5,475

Lease and other financing obligations

3

579

582

Reclamation and remediation liabilities 

319

2,851

3,170

Deferred income tax liabilities 

90

2,368

2,458

Employee-related benefits 

5

244

183

432

Non-current intercompany payable

2,403

(2,403)

Silver streaming agreement

974

974

Other non-current liabilities 

30

955

985

Total liabilities 

12,312

3,069

20,710

(19,477)

16,614

Contingently redeemable noncontrolling interest

48

48

Equity:

Newmont stockholders’ equity 

19,354

5,155

17,557

(22,712)

19,354

Noncontrolling interests 

971

971

Total equity

19,354

5,155

18,528

(22,712)

20,325

Total liabilities and equity

$

31,666

$

8,224

$

39,286

$

(42,189)

$

36,987

52

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

At December 31, 2018

At December 31, 2018

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

(Issuer)

(Guarantor)

(Non-Guarantor)

Newmont

Newmont

Goldcorp

Newmont

Goldcorp

Goldcorp

Newmont

Other

Corporation

Goldcorp

Newmont

Other

Corporation

Condensed Consolidating Balance Sheet

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Corporation

    

USA

    

Subsidiaries

    

Eliminations

    

Consolidated

 

Assets:

Cash and cash equivalents

$

$

$

3,397

$

$

3,397

$

$

$

3,397

$

$

3,397

Trade receivables

63

191

254

63

191

254

Intercompany receivable

6,351

5,027

8,296

(19,674)

6,351

5,027

8,296

(19,674)

Investments

48

48

48

48

Inventories

180

450

630

180

450

630

Stockpiles and ore on leach pads

195

502

697

195

502

697

Other current assets

30

221

251

30

221

251

Current assets

6,351

5,495

13,105

(19,674)

5,277

6,351

5,495

13,105

(19,674)

5,277

Property, plant and mine development, net

14

2,680

9,593

(29)

12,258

14

2,680

9,593

(29)

12,258

Investments

62

4

205

271

62

4

205

271

Investments in subsidiaries

13,083

3

(13,086)

13,083

3

(13,086)

Stockpiles and ore on leach pads

658

1,208

1,866

658

1,208

1,866

Deferred income tax assets

401

401

401

401

Goodwill

58

58

58

58

Non-current intercompany receivable

653

704

6

(1,363)

653

704

6

(1,363)

Other non-current assets

271

313

584

271

313

584

Total assets

$

20,163

$

9,812

$

24,892

$

(34,152)

$

20,715

$

20,163

$

9,812

$

24,892

$

(34,152)

$

20,715

Liabilities:

Debt

$

626

$

$

$

$

626

Accounts payable

$

$

83

$

220

$

$

303

83

220

303

Intercompany payable

5,554

2,741

11,379

(19,674)

5,554

2,741

11,379

(19,674)

Employee-related benefits

138

167

305

138

167

305

Income and mining taxes

19

52

71

19

52

71

Debt

626

626

Lease and other financing obligations

1

26

27

1

26

27

Other current liabilities

52

135

268

455

52

135

268

455

Current liabilities

6,232

3,117

12,112

(19,674)

1,787

6,232

3,117

12,112

(19,674)

1,787

Debt

3,418

3,418

3,418

3,418

Lease and other financing obligations

3

187

190

3

187

190

Reclamation and remediation liabilities

325

2,156

2,481

325

2,156

2,481

Deferred income tax liabilities

90

522

612

90

522

612

Employee-related benefits

3

236

162

401

3

236

162

401

Non-current intercompany payable

7

1,385

(1,392)

7

1,385

(1,392)

Other non-current liabilities

1

637

298

(622)

314

1

637

298

(622)

314

Total liabilities

9,661

4,408

16,822

(21,688)

9,203

9,661

4,408

16,822

(21,688)

9,203

Contingently redeemable noncontrolling interest

47

47

47

47

Equity:

Newmont stockholders’ equity

10,502

5,404

7,060

(12,464)

10,502

10,502

5,404

7,060

(12,464)

10,502

Noncontrolling interests

963

963

963

963

Total equity

10,502

5,404

8,023

(12,464)

11,465

10,502

5,404

8,023

(12,464)

11,465

Total liabilities and equity

$

20,163

$

9,812

$

24,892

$

(34,152)

$

20,715

$

20,163

$

9,812

$

24,892

$

(34,152)

$

20,715

5357

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 2931    COMMITMENTS AND CONTINGENCIES

General

Estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Operating Segments

The Company’s operating and reportable segments are identified in Note 4.5. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described herein are included in Corporate and Other. The Yanacocha matters relate to the South America reportable segment. The Fronteer matters relate to the Nevada reportable segment. The Newmont Ghana Gold and Newmont Golden Ridge matters relate to the Africa reportable segment. The Mexico tax matter relates to the North America reportable segment.

Environmental Matters

Refer to Notes 67 and Note 2325 for further information regarding reclamation and remediation. Details about certain of the more significant matters are discussed below.

Newmont USA Limited - 100% Newmont Owned

Ross-Adams mine site. By letter dated June 5, 2007, the U.S. Forest Service (“USFS”) notified Newmont that it had expended approximately $0.3 in response costs to address environmental conditions at the Ross-Adams mine in Prince of Wales, Alaska, and requested Newmont USA Limited pay those costs and perform an Engineering Evaluation/Cost Analysis (“EE/CA”) to assess what future response activities might need to be completed at the site. Newmont agreed to perform the EE/CA pursuant to the requirements of an Administrative Settlement Agreement and Order on Consent (“ASAOC”) between the USFS and Newmont. The EE/CA was provided to the USFS in April 2015. During the first quarter of 2016, the USFS confirmed approval of the EE/CA, and Newmont issued written notice to the USFS certifying that all requirements of the ASAOC had been completed. During the third quarter of 2016, Newmont received a notice of completion of work per the ASAOC from the USFS, which finalized the ASAOC. The USFS issued an Action Memorandum in April 2018 to select the preferred Removal Action alternative identified in the EE/CA. Newmont is continuing to negotiate the terms of a future agreement with the USFS for Newmont to implement the approved Removal Action. No assurances can be made at this time with respect to the outcome of such negotiations and Newmont cannot predict the likelihood of additional expenditures related to this matter.

Dawn Mining Company LLC (“Dawn”) - 51% Newmont Owned

Midnite mine site and Dawn mill site. Dawn previously leased an open pit uranium mine, currently inactive, on the Spokane Indian Reservation in the State of Washington. The mine site is subject to regulation by agencies of the U.S. Department of Interior (the Bureau of Indian Affairs and the Bureau of Land Management), as well as the U.S. Environmental Protection Agency (“EPA”).

As per the Consent Decree approved by the U.S. District Court for the Eastern District of Washington on January 17, 2012, the following actions were required of Newmont, Dawn, the Department of the Interior and the EPA: (i) Newmont and Dawn would design, construct and implement the cleanup plan selected by the EPA in 2006 for the Midnite mine site; (ii) Newmont and Dawn would reimburse the EPA for its costs associated with overseeing the work; (iii) the Department of the Interior would contribute a lump sum amount toward past EPA costs and future costs related to the cleanup of the Midnite mine site; (iv) Newmont and Dawn

5458

Table of Contents

NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

would be responsible for all other EPA oversight costs and Midnite mine site cleanup costs; and (v) Newmont would post a surety bond for work at the site.

During 2012, the Department of Interior contributed its share of past EPA costs and future costs related to the cleanup of the Midnite mine site in a lump sum payment of $42, which Newmont classified as restricted assets with interest on the Condensed Consolidated Balance Sheets for all periods presented. In 2016, Newmont completed the remedial design process (with the exception of the new water treatment plant (“WTP”) design which was awaiting the approval of the new National Pollutant Discharge Elimination System (“NPDES”) permit). Subsequently, the new NPDES permit was received in 2017 and the WTP design commenced in 2018. Newmont is managing the remediation project to complete Phase 1 remedial actions during the 2019 construction season with a focus on completing the Pit 4 backfill and preparations for Phase 2 remediation activities. Phase 2 remediation activities will be initiated in 2020.

The Dawn mill site is regulated by the Washington Department of Health and is in the process of being closed. Remediation at the Dawn mill site began in 2013. The Tailing Disposal Area 1-4 reclamation earthworks component was completed during 2017 with the embankment erosion protection completed in the second quarter of 2018. The remaining closure activity will consist primarily of addressing groundwater issues.

The remediation liability for the Midnite mine site and Dawn mill site is approximately $170$164 at JuneSeptember 30, 2019.

Other Legal Matters

Minera Yanacocha S.R.L. - 51.35% Newmont Owned

Administrative Actions. The Peruvian government agency responsible for environmental evaluation and inspection, Organismo Evaluacion y Fiscalizacion Ambiental (“OEFA”), conducts periodic reviews of the Yanacocha site. In 2011 to 2019, OEFA issued notices of alleged violations of OEFA standards to Yanacocha and Conga relating to past inspections. OEFA has resolved some alleged violations with minimal or no findings. In 2015 and 2016, the water authority of Cajamarca issued notices of alleged regulatory violations, and resolved some allegations in 2017 with no findings. The experience with OEFA and the water authority is that in the case of a finding of violation, remedial action is often the outcome rather than a significant fine. The alleged OEFA violations currently range from zero0 to 2,08517,642 units and the water authority alleged violations range from zero0 to 10 units, with each unit having a potential fine equivalent to approximately $.001260 based on current exchange rates with a total potential fine amount for outstanding matters of ($0 to $2.6)$22.2). Yanacocha and Conga are responding to all notices of alleged violations, but cannot reasonably predict the outcome of the agency allegations.

Conga Project Constitutional Claim. On October 18, 2012, Marco Antonio Arana Zegarra filed a constitutional claim against the Ministry of Energy and Mines and Yanacocha requesting the Court to order the suspension of the Conga project as well as to declare not applicable the October 27, 2010, directorial resolution approving the Conga project Environmental Impact Assessment (“EIA”). On October 23, 2012, a Cajamarca judge dismissed the claims based on formal grounds finding that: (i) plaintiffs had not exhausted previous administrative proceedings; (ii) the directorial resolution approving the Conga EIA is valid, and was not challenged when issued in the administrative proceedings; (iii) there was inadequate evidence to conclude that the Conga project is a threat to the constitutional right of living in an adequate environment and; (iv) the directorial resolution approving the Conga project EIA does not guarantee that the Conga project will proceed, so there was no imminent threat to be addressed by the Court. The plaintiffs appealed the dismissal of the case. The Civil Court of the Superior Court of Cajamarca confirmed the above mentioned resolution and the plaintiff presented an appeal. On March 13, 2015, the Constitutional Court published its ruling stating that the case should be sent back to the first court with an order to formally admit the case and start the judicial process in order to review the claim and the proofs presented by the plaintiff. Yanacocha has answered the claim. Neither the Company nor Yanacocha can reasonably predict the outcome of this litigation.

Yanacocha Tax Dispute. In 2000, Yanacocha paid Buenaventura and Minas Conga S.R.L. a total of $29 to assume their respective contractual positions in mining concession agreements with Chaupiloma Dos de Cajamarca S.M.R.L. The contractual rights

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

allowed Yanacocha the opportunity to conduct exploration on the concessions, but not a purchase of the concessions. The tax authority alleges that the payments to Buenaventura and Minas Conga S.R.L. were acquisitions of mining concessions requiring the amortization of the amounts under the Peru Mining Law over the life of the mine. Yanacocha expensed the amounts at issue in the initial year since the payments were not for the acquisition of a concession but rather these expenses represent the payment of an intangible and therefore, amortizable in a single year or proportionally for up to ten years according to Income Tax Law. In 2010, the tax court in Peru ruled in favor of Yanacocha and the tax authority appealed the issue to the judiciary. The first appellate court confirmed the ruling of the tax court in favor of Yanacocha. However, in November, 2015, a Superior Court in Peru made an appellate decision overturning the two2 prior findings in favor of Yanacocha. Yanacocha has appealed the Superior Court ruling to the Peru Supreme Court. On January 18, 2019, the Peru Supreme Court issued notice that three3 judges support the position of the tax authority and two2 judges support the position of Yanacocha. Because four4 votes are required for a final decision, an additional judge has been selected to issue a decision and the parties conducted oral arguments in April 2019. The potential liability in this matter is in the form of fines and interest in an amount up to $88.$86. It is not possible to fully predict the outcome of this litigation.

NWG Investments Inc. v. Fronteer Gold Inc.

In April 2011, Newmont acquired Fronteer Gold Inc. (“Fronteer”).

Fronteer acquired NewWest Gold Corporation (“NewWest Gold”) in September 2007. At the time of that acquisition, NWG Investments Inc. (“NWG”) owned approximately 86% of NewWest Gold and an individual named Jacob Safra owned or controlled 100% of NWG. Prior to its acquisition of NewWest Gold, Fronteer entered into a June 2007 lock-up agreement with NWG providing that, among other things, NWG would support Fronteer’s acquisition of NewWest Gold. At that time, Fronteer owned approximately 47% of Aurora Energy Resources Inc. (“Aurora”), which, among other things, had a uranium exploration project in Labrador, Canada.

NWG contends that, during the negotiations leading up to the lock-up agreement, Fronteer represented to NWG, among other things, that Aurora would commence uranium mining in Labrador by 2013, that this was a firm date, that Aurora faced no current environmental issues in Labrador and that Aurora’s competitors faced delays in commencing uranium mining. NWG further contends that it entered into the lock-up agreement and agreed to support Fronteer’s acquisition of NewWest Gold in reliance upon these purported representations. On October 11, 2007, less than three weeks after the Fronteer-NewWest Gold transaction closed, a member of the Nunatsiavut Assembly introduced a motion calling for the adoption of a moratorium on uranium mining in Labrador. On April 8, 2008, the Nunatsiavut Assembly adopted a three-year moratorium on uranium mining in Labrador. NWG contends that Fronteer was aware during the negotiations of the NWG/Fronteer lock-up agreement that the Nunatsiavut Assembly planned on adopting this moratorium and that its adoption would preclude Aurora from commencing uranium mining by 2013, but Fronteer nonetheless fraudulently induced NWG to enter into the lock-up agreement.

On September 24, 2012, NWG served a summons and complaint on the Company, and then amended the complaint to add Newmont Canada Holdings ULC as a defendant. The complaint also named Fronteer Gold Inc. and Mark O’Dea as defendants. The complaint sought rescission of the merger between Fronteer and NewWest Gold and $750 in damages. In August 2013 the Supreme Court of New York, New York County issued an order granting the defendants’ motion to dismiss on forum non conveniens. Subsequently, NWG filed a notice of appeal of the decision and then a notice of dismissal of the appeal on March 24, 2014.

On February 26, 2014, NWG filed a lawsuit in Ontario Superior Court of Justice against Fronteer Gold Inc., Newmont Mining Corporation, Newmont Canada Holdings ULC, Newmont FH B.V. and Mark O’Dea. The Ontario complaint is based upon substantially the same allegations contained in the New York lawsuit with claims for fraudulent and negligent misrepresentation. NWG seeks disgorgement of profits since the close of the NWG deal on September 24, 2007 and damages in the amount of C$1,200. Newmont, along with other defendants, served the plaintiff with its statement of defense on October 17, 2014. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

Newmont Ghana Gold Limited and Newmont Golden Ridge Limited

On December 24, 2018, two2 individual plaintiffs, who are members of the Ghana Parliament (“Plaintiffs”) filed, a writ to invoke the original jurisdiction of the Supreme Court of Ghana. On January 16, 2019, Plaintiffs filed the Statement of Plaintiff’s Case outlining the details of the Plaintiff’s case and subsequently served Newmont Ghana Gold Limited (“NGGL”) and Newmont Golden Ridge Limited (“NGRL”) along with the other named defendants, the Attorney General of Ghana, the Minerals Commission of Ghana and 33 other mining companies with interests in Ghana. The Plaintiffs allege that under article 268 of the 1992 Constitution of Ghana that the mining company defendants are not entitled to carry out any exploitation of minerals or other natural resources in Ghana, unless their respective transactions, contracts or concessions are ratified or exempted from ratification by the Parliament of Ghana. Newmont’s current mining leases are both ratified by Parliament, NGGL June 13, 2001 mining lease, ratified by Parliament October 21, 2008 and NGRL January 19, 2010 mining lease ratified by Parliament December 3, 2015. The writ alleges that any mineral exploitation prior to Parliament ratification is unconstitutional. The Plaintiffs seek several remedies including: (i) declaration as to meaning of constitutional language at issue; (ii) an injunction precluding exploitation of minerals for any mining company without prior Parliament ratification; (iii) declaration that all revenue as a result of violation of the Constitution shall be accounted for and recovered via cash equivalent, and; (iv) an order that the Attorney General and Minerals Commission submit all un-ratified mining leases, undertakings or contracts to Parliament for ratification. Newmont intends to vigorously defend this matter, but cannot reasonably predict the outcome.

Goldcorp, Inc. 100% Newmont Owned

Shareholder Action. On October 28, 2016 and February 14, 2017, separate proposed class actions were commenced in the Ontario Superior Court of Justice pursuant to the Class Proceedings Act (Ontario) against the Company and certain of its current and former officers. Both statement of claims alleged common law negligent misrepresentation in Goldcorp, Inc.’s public disclosure concerning the Peñasquito mine and also pleaded an intention to seek leave from the Court to proceed with an allegation of statutory misrepresentation pursuant to the secondary market civil liability provisions under the Securities Act (Ontario). By a consent order, the latter lawsuit will proceed, and the former action has been stayed. The active lawsuit purports to be brought on behalf of persons who acquired Goldcorp Inc.’s securities in the secondary market during an alleged class period from October 30, 2014 to August 23, 2016. The Company intends to vigorously defend this matter, but cannot reasonably predict the outcome.

Mexico Tax Matters

Tax Reassessment from Mexican Tax Authority. During 2016, the Mexican Tax Authority issued reassessment notices for two2 of Goldcorp, Inc.’s Mexican subsidiaries primarily related to a reduction in the amount of deductible interest paid on related party debt by those subsidiaries during their 2008 and 2009 fiscal years, and the disallowance of certain intra company fees and expenses. The 2008 fiscal year notices reassessed an additional $11 of income tax, interest, and penalties. The 2009 fiscal year notices reassessed an additional $102 of income tax, interest and penalties relating to the reduction in the amount of intra group interest payments. A Mexican subsidiary of Goldcorp, Inc. also received observation letters from the Mexican Tax Authority for fiscal years 2010, 2013, 2014 and 2015 relating to additional matters associated with the Company’s operations in Mexico, with years 2016 and 2017 also remaining outstanding. In the second quarter of 2019, significant progress in settling a number of years and issues under dispute was made, resulting in $74 paid in June, which was fully accrued in the financial statements.  The outcome of any potential reassessments for the Company’s Mexican subsidiaries 2010-2016 fiscal years is not readily determinable but could have a material impact on the Company.  The Company believes that its tax positions are valid and intends to vigorously defend its tax filing positions.

State of Zacatecas’ Ecological Tax. In December 2016, the State of Zacatecas in Mexico approved new environmental taxes that became effective January 1, 2017. Certain operations at the Company’s Peñasquito mine may be subject to these taxes. Payments are due monthly in arrears with the first payment due on February 17, 2017. The legislation provides little direction for how the taxes are to be calculated and therefore, the Company is not able to estimate the amount of the taxes with sufficient reliability. Further, the Company believes that there is no legal basis for the taxes and filed legal claims challenging their constitutionality and legality on March 9, 2017. Other companies similarly situated also filed legal claims against the taxes and thetaxes. The Mexican federal government

has also filed a claim before the National Supreme Court against the State of Zacatecas challenging whether the State of Zacatecas had the

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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in millions, except per share, per ounce and per pound amounts)

constitutional authority to implement the taxes. On February 11, 2019, the National Supreme Court of Mexico ruled that the State of

Zacatecas has the constitutional authority to implement environmental taxes. Thistaxes, and that ruling was not subject to appeal. The Company’s case continued, and although there was an initial ruling in favor of the Company, this ruling was appealed by the local tax authorities. On October 15, 2019, the First Collegiate Circuit Court of the Auxiliary Center of the Eleventh Region reversed the favorable ruling (except with respect to 1 issue, which was affirmed in the Company’s favor). While the First Collegiate Circuit Court’s ruling is not subject to appeal.appeal, the Company is considering other potential defense mechanisms to challenge the taxes. As the Company is not able to estimate the amount of the taxes with sufficient reliability, no amounts have been recorded for any potential liability.

Other Commitments and Contingencies

Newmont is from time to time involved in various legal proceedings related to its business. Except in the above described proceedings, management does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition or results of operations.

In connection with our investment in Galore Creek, Newmont will owe NovaGold Resources Inc. $75 upon the earlier of approval to construct a mine, mill and all related infrastructure for the Galore Creek project or the initiation of construction of a mine, mill or any related infrastructure. The amount due is non-interest bearing. The decision for an approval and commencement of construction is contingent on the results of a prefeasibility and feasibility study, neither of which have occurred. As such, this amount has not been accrued.

As part of the Newmont Goldcorp transaction, Newmont assumed deferred payments to Barrick of $153$154 as of JuneSeptember 30, 2019 to be satisfied through funding a portion of Barrick’s share of project expenditures at the Norte Abierto project.

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ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, except per share, per ounce and per pound amounts)

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Goldcorp Corporation, a Delaware corporation, formerly Newmont Mining Corporation, and its subsidiaries (collectively, “Newmont,” “Newmont Goldcorp,” 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” beginning on page 81. References to “C$” refers to Canadian currency.86.

This item should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the consolidated financial statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 21, 2019.

Overview

Newmont is one of the world’s largestleading gold producerscompanies and is the only gold company included in the S&P 500 Index and Fortune 500. We have been included in the Dow Jones Sustainability Index-World for 12 consecutive years and have adopted the World Gold Council’s Conflict-Free Gold Policy. We are also engaged in the exploration for and acquisition of gold and copper properties. We have significant operations and/or assets in the United States (“U.S.”), Canada, Mexico, Australia, Argentina, Peru, Ghana, Suriname and Suriname.Chile.

We continue to focus on improving safety and efficiency at our operations, maintaining leading environmental, social and governance practices, and building a stronger portfolio of longer-life, lower cost mines to generate the financial flexibility we need to fund our best projects, reduce debt, and return cash to shareholders.

Newmont Goldcorp Transaction

On January 14, 2019, the Company entered into a definitive agreement (as amended by the first amendment to the arrangement agreement, dated as of February 19, 2019, the “Arrangement Agreement.”Agreement”) to acquire all outstanding shares of Goldcorp, Inc. (“Goldcorp”), an Ontario corporation. On April 18, 2019 (“acquisition date”), pursuant to the Arrangement Agreement, Newmont completed the business acquisition of Goldcorp. Under the terms of the Arrangement Agreement, 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. For further information, see Note 3 to the Condensed Consolidated Financial Statements and Liquidity and Capital Resources below. The financial information included in the following discussion and analysis of financial condition and results of operations during the periods ended JuneSeptember 30, 2019, compared to the same periods in 2018, includes the results of operations acquired in the Newmont Goldcorp transaction since April 18, 2019.

Nevada JV Agreement

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”), which combined certain mining operations and assets located in Nevada, historically included in the Company’s North America reportable segment, and certain of Barrick’s Nevada mining operations and assets. In connection with the closing of the Nevada JV Agreement, Newmont and Barrick entered into an Amended and Restated Limited Liability Company Agreement of NGM, which is the primary operating document governing NGM. Pursuant to the terms of the Nevada JV Agreement, 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, which is comprised of two managers appointed by Newmont and three managers appointed by Barrick. Newmont and Barrick have an equal number of representatives on NGM’s technical, exploration and finance advisory committees.

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In connection withFor further information, see Note 4 to the establishmentCondensed Consolidated Financial Statements and Liquidity and Capital Resources below. The financial information included in the following discussion and analysis of financial condition and results of operations during the periods ended September 30, 2019, compared to the same periods in 2018, includes the results of operations related to NGM onsince July 1, 2019, Newmont and The Bank of New York Mellon Trust Company, N.A. executed the first supplemental indenture to the indenture dated, March 22, 2005 (“Indenture”), pursuant to which the Company has issued $600 of 5.875% notes due in 2035. Under the terms of the first supplemental indenture, NGM agreed to provide a full and unconditional guarantee of the Company’s notes due in 2035, subject to the terms and conditions set forth in the Indenture.2019.

On July 1,During the third quarter 2019, we also entered intobegan pursuing potential sale opportunities of our Red Lake site in Canada. Upon reaching definitive terms in a toll millingsale agreement with NGMand receiving board resolution approving a sale, we will classify Red Lake as held for processing sulfide concentrate produced at CC&V. Under the terms of the agreement, CC&V will deliver a minimum of 4,000 tons and a maximum of 8,333 tons of concentrate per month for milling to NGM, with NGM and CC&V each covering 50% of the cost of transportation. CC&V will pay $20 per ton towards milling costs and reimburse NGM for doré refining and transportation costs. CC&V will receive credit for all gold recovered and NGM will utilize the concentrate as a fuel source for the NGM roaster. The agreement expires on December 31, 2020.sale.

In connection with entering into the Nevada JV Agreement, Newmont entered into a mutual two-year standstill agreement with Barrick, which will expire on July 1, 2021.

As of the effective date, the Company will deconsolidate its existing Nevada mining operations and assets contributed to NGM in exchange for the fair value of its 38.5% economic interest in NGM. The Company will account for its interest in NGM using the proportionate consolidation method, thereby recognizing its pro-rata share of the assets, liabilities and operations of NGM. The Company will report NGM as a separate segment in its consolidated financial statements. The valuation of the Company’s 38.5% interest in NGM is still in process. A gain or loss resulting in the difference between the carrying value of the contributed assets and the value of the Company’s interest in NGM will be recognized upon completion of the valuation in the third quarter.

Consolidated Financial Results

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

Three Months Ended 

Three Months Ended 

June 30, 

Increase

Percent

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change

   

2019

    

2018

   

(decrease)

   

Change

Net income (loss) from continuing operations attributable to Newmont stockholders

$

1

$

274

$

(273)

(100)

%

$

2,226

$

(161)

$

2,387

(1,483)

%

Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted

$

$

0.51

$

(0.51)

(100)

%

$

2.71

$

(0.31)

$

3.02

(974)

%

Six Months Ended 

Nine Months Ended 

June 30, 

Increase

Percent

September 30, 

Increase

Percent

   

2019

    

2018

    

(decrease)

   

Change

   

2019

    

2018

    

(decrease)

   

Change

Net income (loss) from continuing operations attributable to Newmont stockholders

$

114

$

444

$

(330)

(74)

%

$

2,340

$

283

$

2,057

727

%

Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted

$

0.18

$

0.83

$

(0.65)

(78)

%

$

3.30

$

0.53

$

2.77

523

%

The decreasesincreases in Net income (loss) from continuing operations attributable to Newmont stockholders for the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, are primarily due to the Newmont Goldcorp transaction and integration costs, Nevada JV Agreement transaction and integration costs, higher interest expense due to higher debt balances and costs incurred while Peñasquito and Musselwhite mines were not operational, partially offset byrecognized gain on the formation of NGM as well as higher production due to the Newmont Goldcorp transaction and higher secondthird quarter average realized gold prices. The decreases are also impacted by a $100 gain from the sale of our royalty portfolio in the previous year. For discussion regarding variations in production volumes and unit cost metrics, see Results of Consolidated Operations below.

The details of our Sales are set forth below. See Note 56 to our Condensed Consolidated Financial Statement for additional information. Note that Zinc sales for the three and six months ended June 30, 2019 were not significant and therefore excluded from the tables below.

Three Months Ended 

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

2,483

$

1,656

$

827

50

%

Copper

40

70

(30)

(43)

Silver

78

78

N.M.

Lead

25

25

N.M.

Zinc

87

87

N.M.

$

2,713

$

1,726

$

987

57

%

Nine Months Ended 

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

6,376

$

4,976

$

1,400

28

%

Copper

163

229

(66)

(29)

Silver

109

109

N.M.

Lead

38

38

N.M.

Zinc

87

87

N.M.

$

6,773

$

5,205

$

1,568

30

%

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Three Months Ended 

June 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

2,154

$

1,581

$

573

36

%

Copper

59

81

(22)

(27)

Silver

31

31

N.M.

Lead

13

13

N.M.

$

2,257

$

1,662

$

595

36

%

Six Months Ended 

June 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

3,893

$

3,320

$

573

17

%

Copper

123

159

(36)

(23)

Silver

31

31

N.M.

Lead

13

13

N.M.

$

4,060

$

3,479

$

581

17

%

(1)N.M. – Not meaningful

The following analysis summarizes consolidated gold sales:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

2019

2018

2019

2018

2019

2018

2019

2018

Consolidated gold sales:

Gross before provisional pricing

    

$

2,154

    

$

1,595

    

$

3,899

    

$

3,339

 

    

$

2,485

    

$

1,668

    

$

6,384

    

$

5,007

 

Provisional pricing mark-to-market

7

(7)

7

(5)

6

(5)

13

(10)

Gross after provisional pricing

2,161

1,588

3,906

3,334

2,491

1,663

6,397

4,997

Treatment and refining charges

(7)

(7)

(13)

(14)

(8)

(7)

(21)

(21)

Net

$

2,154

$

1,581

$

3,893

$

3,320

$

2,483

$

1,656

$

6,376

$

4,976

Consolidated gold ounces sold (thousands)

1,636

1,224

2,974

2,536

1,682

1,378

4,656

3,914

Average realized gold price (per ounce)(1):

Gross before provisional pricing

$

1,317

$

1,304

$

1,312

$

1,317

$

1,477

$

1,210

$

1,371

$

1,279

Provisional pricing mark-to-market

5

(6)

2

(2)

4

(4)

3

(3)

Gross after provisional pricing

1,322

1,298

1,314

1,315

1,481

1,206

1,374

1,276

Treatment and refining charges

(5)

(6)

(4)

(5)

(5)

(5)

(4)

(5)

Net

$

1,317

$

1,292

$

1,310

$

1,310

$

1,476

$

1,201

$

1,370

$

1,271

(1)Per ounce measures may not recalculate due to rounding.

The change in consolidated gold sales is due to:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

  

2019 vs. 2018

    

2019 vs. 2018

  

2019 vs. 2018

    

2019 vs. 2018

Increase (decrease) in consolidated ounces sold

    

$

534

$

576

    

$

367

$

947

Increase (decrease) in average realized gold price

39

(4)

461

453

Decrease (increase) in treatment and refining charges

1

(1)

$

573

$

573

$

827

$

1,400

The increaseincreases in gold sales during the three and nine months ended JuneSeptember 30, 2019, compared to the same periodperiods in 2018, isare primarily due to new production from the Newmont Goldcorp transaction and higher average realized gold prices. The increase in gold sales during

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the six months ended June 30, 2019, compared to the same period in 2018, is primarily due to new production from the Newmont Goldcorp transaction. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

The following analysis summarizes consolidated copper sales:

Three Months Ended 

Six Months Ended 

 

Three Months Ended 

Nine Months Ended 

 

June 30, 

June 30, 

 

September 30, 

September 30, 

 

2019

    

2018

2019

2018

 

2019

    

2018

2019

2018

 

Consolidated copper sales:

    

    

 

    

    

 

Gross before provisional pricing

    

$

66

    

$

83

    

$

129

    

$

168

 

    

$

44

    

$

78

    

$

173

    

$

246

 

Provisional pricing mark-to-market

(4)

1

(1)

(3)

 

(2)

(4)

(3)

(7)

 

Gross after provisional pricing

62

84

128

165

 

42

74

170

239

 

Treatment and refining charges

(3)

(3)

(5)

(6)

 

(2)

(4)

(7)

(10)

 

Net

$

59

$

81

$

123

$

159

 

$

40

$

70

$

163

$

229

 

Consolidated copper pounds sold (millions)

24

27

46

54

 

17

28

63

82

 

Average realized copper price (per pound)(1):

 

 

Gross before provisional pricing

$

2.76

$

3.09

$

2.81

$

3.11

 

$

2.62

$

2.77

$

2.75

$

3.00

 

Provisional pricing mark-to-market

(0.17)

0.03

(0.02)

(0.05)

 

(0.13)

(0.14)

(0.05)

(0.08)

 

Gross after provisional pricing

2.59

3.12

2.79

3.06

 

2.49

2.63

2.70

2.92

 

Treatment and refining charges

(0.11)

(0.13)

(0.11)

(0.13)

 

(0.12)

(0.13)

(0.11)

(0.13)

 

Net

$

2.48

$

2.99

$

2.68

$

2.93

 

$

2.37

$

2.50

$

2.59

$

2.79

 

(1)Per pound measures may not recalculate due to rounding.

65

Table of Contents

The change in consolidated copper sales is due to:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

  

2019 vs. 2018

    

2019 vs. 2018

  

2019 vs. 2018

    

2019 vs. 2018

Increase (decrease) in consolidated pounds sold

    

$

(11)

    

$

(25)

    

$

(30)

    

$

(56)

Increase (decrease) in average realized copper price

(11)

(12)

(2)

(13)

Decrease (increase) in treatment and refining charges

1

2

3

$

(22)

$

(36)

$

(30)

$

(66)

The decreases in copper sales during the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, are primarily due to copper being produced as a by-product for NGM, lower production at Boddington and lower average realized copper pricesprices. For the comparable periods in 2018 and lower production volumesthe first half of 2019, the Company recognized copper sales at Boddington.its Phoenix operation as a co-product. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

The following analysis summarizes consolidated silver sales:

���

Three and Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

September 30, 

September 30, 

2019

2019

2019

Consolidated silver sales:

Gross before provisional pricing

    

$

31

Gross before provisional pricing and silver streaming impact

    

$

70

$

96

Silver streaming amortization

11

16

Provisional pricing mark-to-market

Gross after provisional pricing

31

Gross after provisional pricing and silver streaming impact

81

112

Treatment and refining charges

(3)

(3)

Net

$

31

$

78

$

109

Consolidated silver ounces sold (thousands)

2,167

4,552

6,719

Average realized silver price (per ounce)(1):

Gross before provisional pricing

$

14.20

Gross before provisional pricing and silver streaming impact

$

15.25

$

14.35

Silver streaming amortization

2.41

2.39

Provisional pricing mark-to-market

Gross after provisional pricing

14.20

Gross after provisional pricing and silver streaming impact

17.66

16.74

Treatment and refining charges

(0.48)

(0.51)

Net

$

14.20

$

17.18

$

16.23

(1)Per ounce measures may not recalculate due to rounding.

The change in consolidated silver sales is due to:

Three Months Ended 

Nine Months Ended 

  

September 30, 

September 30, 

2019 vs. 2018

    

2019 vs. 2018

Increase (decrease) in consolidated ounces sold

    

$

81

$

112

Increase (decrease) in average realized silver price

Decrease (increase) in treatment and refining charges

(3)

(3)

$

78

$

109

The silver sales during the three and nine months ended September 30, 2019 are associated with production at Peñasquito resulting from the Newmont Goldcorp transaction. Silver sales at all other Newmont Goldcorp operations are recognized as a by-product credit to Costs applicable to sales. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

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Table of Contents

The following analysis summarizes consolidated lead sales:

Three Months Ended 

Nine Months Ended 

September 30, 

September 30, 

2019

2019

Consolidated lead sales:

Gross before provisional pricing

    

$

29

$

44

Provisional pricing mark-to-market

Gross after provisional pricing

29

44

Treatment and refining charges

(4)

(6)

Net

$

25

$

38

Consolidated lead pounds sold (millions)

30

47

Average realized lead price (per pound)(1):

Gross before provisional pricing

$

0.96

$

0.93

Provisional pricing mark-to-market

Gross after provisional pricing

0.96

0.93

Treatment and refining charges

(0.12)

(0.12)

Net

$

0.84

$

0.81

(1)Per pound measures may not recalculate due to rounding.

The change in consolidated silverlead sales is due to:

Three and Six Months Ended 

Three Months Ended 

Nine Months Ended 

  

June 30, 

September 30, 

September 30, 

2019 vs. 2018

    

2019 vs. 2018

    

2019 vs. 2018

Increase (decrease) in consolidated ounces sold

    

$

31

Increase (decrease) in average realized silver price

Increase (decrease) in consolidated pounds sold

    

$

29

$

44

Increase (decrease) in average realized lead price

Decrease (increase) in treatment and refining charges

(4)

(6)

$

31

$

25

$

38

The silverlead sales during the three and sixnine months ended JuneSeptember 30, 2019 are associated with production at Peñasquito resulting from the Newmont Goldcorp transaction. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

The following analysis summarizes consolidated leadzinc sales:

Three and Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

September 30, 

September 30, 

2019

2019

2019

Consolidated lead sales:

Consolidated zinc sales:

Gross before provisional pricing

    

$

15

    

$

112

$

112

 

Provisional pricing mark-to-market

Gross after provisional pricing

15

112

112

Treatment and refining charges

(2)

(25)

(25)

Net

$

13

$

87

$

87

Consolidated lead pounds sold (millions)

17

Average realized lead price (per pound)(1):

Consolidated zinc pounds sold (millions)

107

107

Average realized zinc price (per pound)(1):

Gross before provisional pricing

$

0.88

$

1.04

$

1.04

Provisional pricing mark-to-market

Gross after provisional pricing

0.88

1.04

1.04

Treatment and refining charges

(0.12)

(0.23)

(0.23)

Net

$

0.76

$

0.81

$

0.81

(1)Per pound measures may not recalculate due to rounding.

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Table of Contents

The change in consolidated leadzinc sales is due to:

  

Three and Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

September 30, 

September 30, 

2019 vs. 2018

    

  

2019 vs. 2018

    

2019 vs. 2018

Increase (decrease) in consolidated pounds sold

    

$

15

    

$

112

$

112

Increase (decrease) in average realized lead price

Increase (decrease) in average realized zinc price

Decrease (increase) in treatment and refining charges

(2)

(25)

(25)

$

13

$

87

$

87

The leadzinc sales during the three and sixnine months ended JuneSeptember 30, 2019 are associated with production at Peñasquito resulting from the Newmont Goldcorp transaction. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

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Table of Contents

The details of our Costs applicable to sales are set forth below. See Note 45 to our Condensed Consolidated Financial Statements for additional information.

Three Months Ended 

Three Months Ended 

June 30, 

Increase

Percent

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

1,245

$

919

$

326

35

%

$

1,232

$

952

$

280

29

%

Copper

44

46

(2)

(4)

28

43

(15)

(35)

Silver

41

41

N.M.

60

60

N.M.

Lead

20

20

N.M.

25

25

N.M.

Zinc

16

16

N.M.

47

47

N.M.

$

1,366

$

965

$

401

42

%

$

1,392

$

995

$

397

40

%

Six Months Ended 

Nine Months Ended 

June 30, 

Increase

Percent

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

2,180

$

1,901

$

279

15

%

$

3,412

$

2,853

$

559

20

%

Copper

87

93

(6)

(6)

115

136

(21)

(15)

Silver

41

41

N.M.

101

101

N.M.

Lead

20

20

N.M.

45

45

N.M.

Zinc

16

16

N.M.

63

63

N.M.

$

2,344

$

1,994

$

350

18

%

$

3,736

$

2,989

$

747

25

%

(1)N.M. – Not meaningful

The increases in Costs applicable to sales for gold during the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, are primarily due to new production associated with the Newmont Goldcorp transaction, partially offset by lower stockpile and leach pad inventory adjustments.

The increasesdecreases in Costs applicable to sales for copper during the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, are primarily due to copper being produced as a concentrate inventory adjustmentby-product for NGM and lower production at Phoenix.Boddington.

The Costs applicable to sales for silver, lead and zinc during the three and sixnine months ended JuneSeptember 30, 2019, are associated with production at Peñasquito resulting from the Newmont Goldcorp transaction.

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Table of Contents

For discussion regarding variations in operations, see Results of Consolidated Operations below.

The details of our Depreciation and amortization are set forth below. See Note 45 to our Condensed Consolidated Financial Statements for additional information.

Three Months Ended 

June 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

436

$

260

$

176

68

%

Copper

10

10

Silver

10

10

N.M.

Lead

6

6

N.M.

Zinc

9

9

N.M.

Other

16

9

7

78

$

487

$

279

$

208

75

%

Three Months Ended 

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

490

$

283

$

207

73

%

Copper

6

9

(3)

(33)

Silver

16

16

N.M.

Lead

7

7

N.M.

Zinc

13

13

N.M.

Other

16

7

9

129

$

548

$

299

$

249

83

%

Nine Months Ended 

September 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

1,218

$

827

$

391

47

%

Copper

26

29

(3)

(10)

Silver

26

26

N.M.

Lead

13

13

N.M.

Zinc

22

22

N.M.

Other

42

23

19

83

$

1,347

$

879

$

468

53

%

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Table of Contents

Six Months Ended 

June 30, 

Increase

Percent

   

2019

    

2018

   

(decrease)

   

Change (1)

Gold

$

728

$

544

$

184

34

%

Copper

20

20

Silver

10

10

N.M.

Lead

6

6

N.M.

Zinc

9

9

N.M.

Other

26

16

10

63

$

799

$

580

$

219

38

%

(1)N.M. – Not meaningful

The increaseincreases in Depreciation and amortization for gold during the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, isare primarily due to new production associated with the Newmont Goldcorp transaction and the formation of NGM, partially offset by lower stockpile inventory adjustments.

The decreases in Depreciation and amortization for copper remained flat duringfor the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018.2018, are primarily due to copper being produced as a by-product, rather than a co-product, for NGM.

The Depreciation and amortization for silver, lead and zinc during the three and sixnine months ended JuneSeptember 30, 2019, areis associated with production at Peñasquito resulting from the Newmont Goldcorp transaction.

For discussion regarding variations in operations, see Results of Consolidated Operations below.

Reclamation and remediation increased by $36$31 and $38$69 during the three months and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same period in 2018, primarily due to an update of the project cost estimates at the Dawn, remediation site,Mule Canyon and Northumberland sites, increased water management costs at the Con Mine and higher reclamation and remediation costs from the Newmont Goldcorp transaction.

Exploration increased by $15$40 and $16$56 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same periods in 2018, primarily due to the Newmont Goldcorp transaction and increased expenditures at Coffee, Galore Creek, and various projects in Africa as we continue to focus on developing future reserves, partially offset by decreased spending in Nevada.Nevada due to formation of NGM.

Advanced projects, research and development decreasedincreased by $4 and $11$6 during the three and six months ended JuneSeptember 30, 2019, compared to the same periodsperiod in 2018, primarily due to increased spending at Coffee, Galore Creek, and various projects in Africa partially offset by lower spending associated with the Yanacocha Sulfides and lower spend in Nevada due to formation of NGM. Advanced projects, research and development decreased by $5 during the nine months ended September 30, 2019, compared to the same period in 2018,

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Table of Contents

primarily due to lower spending associated with the Yanacocha Sulfides and Chaquicocha Oxides projects in South America, partially offset by increased spendspending at Coffee, Galore Creek and various projects in Africa.

General and administrative increased $18$25 and $43 during the three and sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, primarily due to the Newmont Goldcorp transaction.

Impairment of long-lived assets decreased by$363 and $362 during the three and nine months ended September 30, 2019, respectively, compared to the same periods in 2018, primarily due to the impairment of long-lived assets in 2018 at certain exploration properties and the Emigrant operation in North America, due to the Company’s decision to focus on advancing other projects and a change in mine plan resulting in a significant decrease in mine life at Emigrant, respectively. For additional information regarding these impairments, see Note 8 and 18 to our Condensed Consolidated Financial Statements.

Other expense, net increased by $124$30 and $181$210 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same period in 2018, primarily due to banking, legal, consulting services, severance and accelerated share award payments associated with the Newmont Goldcorp transaction and banking, consulting and legal costs associated with the Nevada JV Agreement,formation of NGM, including hostile defense fees.

Gain on formation of Nevada Gold Mines was $2,366 for the three and nine months ended September 30, 2019, compared to nil for the same period in 2018. The gain on formation of NGM represents the difference between the fair value of our 38.5% interest in NGM and the carrying value of the Nevada mining operations contributed. For additional information regarding the formation of NGM, see Note 4 to our Condensed Consolidated Financial Statement.

Other income, net decreased by $49$6 and $25$31 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same periods in 2018. The decrease is primarily due to a gain in 2018 from the exchange of certain royalty interests for cash consideration and an equity ownership and warrants in Maverix Metals Inc. (“Maverix”), insurance proceeds received in 2018 and decreasing foreign currency exchange gains. This decrease was partially offset by a gain in 2019 from the sale of exploration properties in North America and unrealized holdings gains on marketable equity securities.securities in 2019.

Interest expense, net increased by $33$26 and $38$64 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same periods in 2018, primarily due to increased debt balances as a result of the Newmont Goldcorp transaction and a decrease in capitalized interest.

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Table of Contents

Income and mining tax expense (benefit) was $20$558 and $18$3 and $145$703 and $123$126 during the three and sixnine months ended JuneSeptember 30, 2019 and JuneSeptember 30, 2018, respectively. The effective tax rate is driven by a number of factors and the comparability of our income tax expense for the reported periods will be primarily affected by (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) impacts of the enactment ofchanges in tax reform;law; (iv) valuation allowances on tax assets; (v) percentage depletion; (vi) fluctuation in the value of the United States dollar and foreign currencies; (vii) and the impact of specific transactions and assessments. As a result, the effective tax rate will fluctuate, sometimes significantly, year to year. This trend is expected to continue in future periods. See Note 911 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

Three Months Ended 

June 30, 2019

June 30, 2018

Income Tax

Income Tax

Income

Effective

Benefit

Income

Effective

Benefit

(Loss)(1)

Tax Rate

(Provision)

(Loss)(1)

Tax Rate

(Provision)

Nevada

$

75

24

%

$

18

(2)

$

72

15

%

$

11

(2)

CC&V

(3)

25

20

5

(3)

Corporate & Other

(140)

9

(13)

(4)

(53)

30

(16)

(4)

Total US

(65)

(8)

5

44

Australia

128

40

51

(5)

172

8

13

(5)

Ghana

76

33

25

22

32

7

Suriname

51

24

12

32

25

8

Peru

29

34

10

(6)

(10)

(10)

1

(6)

Canada

(33)

(33)

11

(7)

44

(7)

Mexico

(177)

38

(68)

(8)

(8)

Argentina

(9)

122

(11)

(9)

(9)

Other Foreign

20

10

2

1

Rate adjustments

N/A

(17)

(10)

N/A

(11)

(10)

Consolidated

$

20

100

%

(11)

$

20

$

305

6

%

(11)

$

18

70

Table of Contents

Three Months Ended 

September 30, 2019

September 30, 2018

Income Tax

Income Tax

Income

Effective

(Benefit)

Income

Effective

(Benefit)

(Loss)(1)

Tax Rate

Provision

(Loss)(1)

Tax Rate

Provision

Nevada

$

88

22

19

(2)

$

(342)

26

%

$

(90)

(2)

CC&V

18

(3)

4

25

1

(3)

Corporate & Other

2,278

(4)

20

464

(5)

(103)

5

(5)

(5)

Total US

2,384

20

483

(441)

21

(94)

Australia

168

37

62

(6)

172

41

71

(6)

Ghana

145

34

50

82

32

26

Suriname

69

26

18

46

26

12

Peru

48

73

35

(7)

14

(7)

Canada

(75)

31

(23)

(8)

(1)

(8)

Mexico

(5)

(620)

31

(9)

(9)

Argentina

18

(506)

(91)

(10)

(10)

Other Foreign

26

8

2

Rate adjustments

N/A

(9)

(11)

N/A

(12)

(11)

Consolidated

$

2,778

20

%

(12)

$

558

$

(128)

(2)

%

(12)

$

3

(1)Represents income (loss) from continuing operations by geographic location before income taxes and equity in affiliates. These amounts will not reconcile to the Segment Information for the reasons stated in Note 4.5.
(2)Includes deduction for percentage depletion of $-$(10) and $(8),$(7) and mining taxes of $1$7 and $4,$11, respectively. Nevada includes the Company’s 38.5% interest in NGM.
(3)Includes deduction for percentage depletion of $1$(5) and $-$(1), respectively.
(4)Includes the gain on formation of NGM. See Note 4 for further discussion.
(5)Includes valuation allowance of $1$36 and $(9),$10, respectively. In 2018, Canada was considered immaterial to the total tax expense and was included in the Corporate & Other geographic location. With the acquisition of Goldcorp, Canada is expected to have material income (loss) from continuing operations and will beis presented separately.
(5)Includes mining taxes of $12 and $9 and valuation allowance of $- and $(46), respectively.
(6)Includes mining taxes of $2$13 and $1 and valuation allowance of $2 and $1,$24, respectively.
(7)Includes mining taxes of $(1)$7 and $- and valuation allowance of $13 and $(2), respectively.
(8)Includes mining taxes of $1 and $-, valuation allowance of $(4)$7 and $(11)$(1), uncertain tax position reserve adjustment of $8$(5) and $-, and tax impacts from the exposure to fluctuations in foreign currency of $15$(9) and $-, respectively.
(8)(9)Includes mining tax of $10$(9) and $-, valuation allowance of $2$25 and $-, uncertain tax position reserve adjustment of $13 and $-, and tax impacts from the exposure to fluctuations in foreign currency of $(12) and $-, respectively.
(10)Includes valuation allowance $13 and $- and tax impacts from the exposure to fluctuations in foreign currency of $(29)$(117) and $-, respectively.
(9)Includes valuation allowance $(13) and $- and tax impacts from the exposure to fluctuations in foreign currency of $5 and $-, respectively.
(10)(11)In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.
(11)(12)The consolidated effective income tax rate is a function of the combined effective tax rates for the jurisdictions in which we operate. Variations in the relative proportions of jurisdictional income could result in fluctuations to our combined effective income tax rate.

Nine Months Ended 

September 30, 2019

September 30, 2018

Income Tax

Income Tax

Income

Effective

(Benefit)

Income

Effective

(Benefit)

(Loss)(1)

Tax Rate

Provision

(Loss)(1)

Tax Rate

Provision

Nevada

$

238

20

47

(2)

$

(172)

37

%

$

(63)

(2)

CC&V

21

(3)

54

11

6

(3)

Corporate & Other

2,033

(4)

22

455

(5)

(219)

16

(34)

(5)

Total US

2,292

22

502

(337)

27

(91)

Australia

414

40

164

(6)

516

28

147

(6)

Ghana

292

34

98

138

33

45

Suriname

195

26

50

137

26

36

Peru

112

54

61

(7)

(33)

(9)

3

(7)

Canada

(105)

11

(12)

(8)

40

(8)

Mexico

(182)

20

(37)

(9)

(9)

Argentina

9

(1,133)

(102)

(10)

(10)

Other Foreign

46

11

5

(1)

Rate adjustments

N/A

(26)

(11)

N/A

(14)

(11)

Consolidated

$

3,073

23

%

(12)

$

703

$

460

27

%

(12)

$

126

6671

Table of Contents

Six Months Ended 

June 30, 2019

June 30, 2018

Income Tax

Income Tax

Income

Effective

Benefit

Income

Effective

Benefit

(Loss)(1)

Tax Rate

(Provision)

(Loss)(1)

Tax Rate

(Provision)

Nevada

$

150

19

%

$

28

(2)

$

170

16

%

$

27

(2)

CC&V

3

(3)

50

10

5

(3)

Corporate & Other

(245)

4

(9)

(4)

(117)

25

(29)

(4)

Total US

(92)

(21)

19

103

3

3

Australia

246

41

102

(5)

344

22

76

(5)

Ghana

147

33

48

56

34

19

Suriname

126

25

32

91

26

24

Peru

64

41

26

(6)

(47)

(6)

3

(6)

Canada

(30)

(37)

11

(7)

41

(7)

Mexico

(177)

38

(68)

(8)

(8)

Argentina

(9)

122

(11)

(9)

(9)

Other Foreign

20

15

3

Rate adjustments

N/A

(17)

(10)

N/A

(2)

(10)

Consolidated

$

295

49

%

(11)

$

145

$

588

21

%

(11)

$

123

(1)Represents income (loss) from continuing operations by geographic location before income taxes and equity in affiliates. These amounts will not reconcile to the Segment Information for the reasons stated in Note 4.5.
(2)Includes deduction for percentage depletion of $(15)$(25) and $(19)$(26), mining taxes of $11and $10,$18 and $1, respectively. Nevada includes the Company’s 38.5% interest in NGM.
(3)Includes deduction for percentage depletion of $1$(4) and $(6)$(7), respectively.
(4)Includes the gain on formation of NGM. See Note 4 for further discussion.
(5)Includes valuation allowance of $28$64 and $(7)$3 and uncertain tax position reserve adjustment of $5 and $-, respectively. In 2018, Canada was considered immaterial to the total tax expense and was included in the Corporate & Other geographic location. With the acquisition of Goldcorp, Canada is expected to have material income (loss) from continuing operations and will beis presented separately.
(5)(6)Includes mining taxes of $28$41 and $20$44 and valuation allowance of $- and $(46), respectively.
(6)Includes mining taxes of $2 and $2 and valuation allowance of $4 and $10, respectively.
(7)Includes mining taxes of $(1)$9 and $-,$3 and valuation allowance of $(4)$17 and $(11)$8, respectively.
(8)Includes valuation allowance of $3 and $(12), uncertain tax position reserve adjustment of $8$3 and $1, and tax impacts from the exposure to fluctuations in foreign currency of $6 and $-, respectively.
(9)Includes mining tax of $1 and $-, valuation allowance of $27 and $-, uncertain tax position reserve adjustment of $13 and $-, and tax impacts from the exposure to fluctuations in foreign currency of $15$(41) and $-, respectively.
(8)(10)Includes mining tax of $10 and $-, valuation allowance of $2 and $- and tax impacts from the exposure to fluctuations in foreign currency of $(29)$(112) and $-, respectively.
(9)Includes valuation allowance $(13) and $- and tax impacts from the exposure to fluctuations in foreign currency of $5 and $-, respectively.
(10)(11)In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.
(11)(12)The consolidated effective income tax rate is a function of the combined effective tax rates for the jurisdictions in which we operate. Variations in the relative proportions of jurisdictional income could result in fluctuations to our consolidated effective income tax rate.

Equity income (loss) of affiliates increased by $33$41 and $37$78 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, compared to the same periods in 2018, primarily due to income from the Pueblo Viejo mine, an equity method investment acquired in the Newmont Goldcorp transaction. Since the acquisition date and on an attributable basis, earnings before income, taxes and depreciation and amortization (“Pueblo Viejo EBITDA”) related to the Pueblo Viejo mine was $74,$154, based on 75,000169,000 ounces of attributable gold production during the periods which was impacted by production interruptions.period. Pueblo Viejo EBITDA is a non-GAAP financial measure. See page 81 86 for reconciliation to Equity income (loss) of affiliates.

Net income (loss) from discontinued operations was $(26)$(48) and $(52)$(100) for the three and sixnine months ended JuneSeptember 30, 2019, respectively. The change is primarily due to an increase in the Holt royalty obligation resulting from an increase in the expected gold price and a decrease in the discount rate and an increase in the expected production and gold price.rate. Net income (loss) from discontinued operations was $18$16 and $40$56 for the three and sixnine months ended JuneSeptember 30, 2018, respectively. The change iswas primarily due to a decrease in the Holt royalty obligation resulting from an increase in the discount rate and a decrease in the gold price.

For additional information regarding our discontinued operations, see Note 1113 to our Condensed Consolidated Financial Statements.

Net loss (income) attributable to noncontrolling interests from continuing operations was $25$26 and $57$83 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, and was $6$21 and $5$26 during the three and sixnine months ended JuneSeptember 30, 2018, respectively. The change is due to increased net income at Merian and Yanacocha.

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Results of Consolidated Operations

In addition to gold and copper, we have added silver, lead and zinc as new metals following the completion of the Newmont Goldcorp transaction. Additionally, NGM is now included as part of the Nevada reportable segment as a result of the formation of NGM. Refer to Note 3 and Note 4 for further information on these transactions. Newmont has developed the gold equivalent ounces metrics presentedmetric to provide a comparable basis for analysis and understanding of our operations and performance. Gold equivalent ounces are calculated as pounds or ounces produced multiplied by the ratio of the other metals’ price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2019 and Gold ($1,250/oz.) and Copper ($2.70/lb.) pricing for 2018.

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Table of Contents

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

North America

325

82

$

945

$

825

$

394

$

261

$

1,276

$

927

South America

375

286

669

636

225

193

841

822

Australia

339

385

768

691

171

134

944

811

Africa 

267

212

563

505

282

259

741

679

Nevada

344

429

711

799

434

253

915

969

Total/Weighted-Average (3)

1,650

1,394

$

733

$

691

$

301

$

210

$

987

$

895

Attributable to Newmont

1,550

1,286

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

North America (4)(5)

203

$

756

$

$

206

$

$

1,226

$

Australia (6)

33

40

758

675

145

126

907

803

Nevada (7)

16

861

231

1,114

Total/Weighted-Average

236

56

$

747

$

713

$

192

$

147

$

1,155

$

867

Attributable gold from equity method investments (8)

(ounces in thousands)

Pueblo Viejo (40%)

94

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada

365

366

$

803

$

828

$

264

$

242

$

1,002

$

1,047

North America

251

64

1,031

654

380

217

1,383

845

South America

360

221

651

711

272

213

827

885

Australia

359

391

724

710

175

128

890

842

Africa 

277

200

602

762

316

349

810

902

Total/Weighted-Average (3)

1,612

1,242

$

759

$

751

$

278

$

221

$

1,016

$

978

Attributable to Newmont

1,512

1,162

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada (4)

18

15

$

871

$

924

$

285

$

243

$

1,037

$

1,189

North America (5)

53

1,952

623

2,536

Australia (6)

40

51

807

738

155

137

957

865

Total/Weighted-Average

111

66

$

1,308

$

786

$

379

$

164

$

1,646

$

948

Attributable gold from equity method investments (7)

(ounces in thousands)

Pueblo Viejo (40%)

75

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

Nine Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

North America

657

217

$

976

$

710

$

378

$

241

$

1,290

$

863

South America

1,027

728

638

704

229

212

803

870

Australia

1,038

1,142

749

703

164

131

911

832

Africa 

775

621

586

670

299

310

776

818

Nevada

1,102

1,214

761

803

317

$

242

956

982

Total/Weighted-Average (3)

4,599

3,922

$

733

$

729

$

271

$

217

$

974

$

937

Attributable to Newmont

4,292

3,657

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

North America (4)(5)

256

$

980

$

$

284

$

$

1,471

$

Australia (6)

104

132

819

727

155

135

966

865

Nevada (7)

35

48

750

886

243

236

894

1,095

Total/Weighted-Average

395

180

$

908

$

768

$

241

$

161

$

1,259

$

924

Attributable gold from equity method investments (8)

(ounces in thousands)

Pueblo Viejo (40%)

169

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

Six Months Ended June 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada

758

785

$

785

$

805

$

261

$

237

$

976

$

989

North America

332

135

1,002

637

364

229

1,302

815

South America

652

442

618

747

232

225

780

906

Australia

699

757

740

709

161

130

894

845

Africa 

508

409

598

754

308

337

794

889

Total/Weighted-Average (3)

2,949

2,528

$

733

$

750

$

254

$

221

$

967

$

961

Attributable to Newmont

2,742

2,371

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada (4)

35

32

$

810

$

896

$

263

$

238

$

959

$

1,088

North America (5)

53

1,952

623

2,536

Australia (6)

71

92

852

756

161

141

997

901

Total/Weighted-Average

159

124

$

1,146

$

796

$

313

$

168

$

1,413

$

954

Attributable gold from equity method investments (7)

(ounces in thousands)

Pueblo Viejo (40%)

75

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended June 30, 2019 and 2018, Nevada produced 8 million and 7 million pounds of copper, respectively. For the sixnine months ended June 30, 2019 and 2018, Nevada produced 15 million and 14 million pounds of copper, respectively.
(5)For the three months and six months ended JuneSeptember 30, 2019, North America produced 1,7437,415 thousand ounces of silver, 1251 million pounds of lead and 2583 million pounds of zinc. The Peñasquito mine in North America was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction.

68

(5)For the nine months ended September 30, 2019, North America produced 9,158 thousand ounces of silver, 63 million pounds of lead and 108 million pounds of zinc. The Peñasquito mine in North America was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction.
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(6)For the three months ended JuneSeptember 30, 2019 and 2018, the Boddington mine in Australia produced 1814 million and 2418 million pounds of copper, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, AustraliaBoddington produced 3145 million and 4361 million pounds of copper, respectively.
(7)For the three months ended September 30, 2018, the Phoenix mine in Nevada produced 8 million pounds of copper. For the nine months ended September 30, 2019 and 2018, Phoenix produced 15 million and 22 million pounds of copper, respectively. The Phoenix mine site was contributed to NGM, effective July 1, 2019, at which point copper became a by-product.
(8)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 1012 to the Condensed Consolidated Financial Statements for further discussion of our equity method investments.

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Table of Contents

Three months ended JuneSeptember 30, 2019 compared to 2018

Consolidated gold production increased 30%18% primarily due to new production from Éléonore, Porcupine, Peñasquito and Red Lake in North America and Cerro Negro in South America and higher ore grade milled at Ahafo in Africa, partially offset by lower ore grade milled at Kalgoorlie and Boddington in Australia, as well as Yanacocha and Merian in South America. Production at Musselwhite in North America continued to be impacted by the conveyor fire in March 2019. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 17 days in the third quarter of 2019 due to a blockade. The blockade was lifted in early October 2019; a gradual ramp up of operations started in late October while negotiations continue.

Consolidated gold equivalent ounces – other metals production increased 321% primarily due to new production at Peñasquito in North America, partially offset by the classification of copper as a by-product following the formation of NGM and lower ore grade milled at Boddington in Australia. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 17 days in the third quarter of 2019 following a blockade.

Costs applicable to sales per consolidated gold ounce increased 6% primarily due to higher gold price-related royalties, high unit costs at Peñasquito as a result of the blockade and higher unit costs at Red Lake due to a temporary pause in mining at the Cochenour complex, partially offset by higher ounces sold and lower stockpile and leach pad inventory adjustments. Costs applicable to sales per consolidated gold equivalent ounce – other metals increased 5% primarily due to lower gold equivalent ounces – other metals sold, an unfavorable strip ratio and higher mill maintenance costs at Boddington in Australia.

Depreciation and amortization per consolidated gold ounce increased 43% primarily due to higher amortization rates from asset additions including new assets acquired following the completion of the Newmont Goldcorp transaction and the formation of NGM, partially offset by higher gold ounces sold. Depreciation and amortization per consolidated gold equivalent ounce – other metals increased 31% primarily due to higher amortization rates from asset additions including new assets acquired following the completion of the Newmont Goldcorp transaction.

All-in sustaining costs per consolidated gold ounce increased 10% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per consolidated gold equivalent ounce – other metals increased 33% primarily due to higher sustaining capital spend, higher treatment and refining costs and higher costs applicable to sales per gold equivalent ounce – other metals.

Nine months ended September 30, 2019 compared to 2018

Consolidated gold production increased 17% primarily due to new production from Éléonore, Porcupine, Peñasquito and ÉléonoreRed Lake in North America and Cerro Negro in South America, higher ore grade milled at Ahafo and Akyem in Africa, higher ore grade milled and higher leach production at Yanacocha and higher ore grade milled at Yanacocha and higher mill throughput and ore grade milled at Merian in South America, higher ore grade milledmill throughput at Tanami in Australia and higher leach recoveries at CC&V in North America, partially offset by lower ore grade milled at Kalgoorlie and Boddington in Australia and lower mill throughput at Phoenix in Nevada.Australia. Production at Musselwhite in North America was significantlycontinued to be impacted by the operation being placed into care and maintenance following a conveyor fire in March 2019. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 49 days in the second quarter of 2019 and 17 days in the third quarter following a community led blockade.blockades.

Consolidated gold equivalent ounces – other metals production increased 68%119% primarily due to new production at Peñasquito in North America, and higher leach tons placed at Phoenix in Nevada, partially offset by the classification of copper as a by-product following the formation of NGM and lower ore grade milled at Boddington in Australia. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 49 days in the second quarter of 2019 and 17 days in the third quarter following a community led blockade.blockades.

Costs applicable to sales per consolidated gold ounce wasincreased 1% primarily due to high unit costs at Peñasquito as a result of the blockade and at Musselwhite as a result of the conveyor fire in line with the prior year asMarch 2019, partially offset by higher gold ounces sold and lower stockpile and leach pad inventory adjustments were offset by an unfavorable strip ratio and a high unit cost produced at Peñasquito as a result of the blockade.adjustments. Costs applicable to sales per consolidated gold equivalent ounce – other metals increased 66%18% primarily due to higher stockpile and concentrate inventory adjustments at Boddington and Phoenix, in addition to a high unit cost produced at Peñasquito as a result of the blockade.blockades.

Depreciation and amortization per consolidated gold ounce increased 26%25% primarily due to higher amortization rates from asset additions including new assets acquired following the completion of the Newmont Goldcorp transaction and the formation of NGM,

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Table of Contents

partially offset by higher gold ounces sold and lower stockpile inventory adjustments. Depreciation and amortization per consolidated gold equivalent ounce – other metals increased 131% primarily due to higher amortization rates from asset additions including new assets acquired following the completion of the Newmont Goldcorp transaction.

All-in sustaining costs per consolidated gold ounce increased 4% primarily due to higher sustaining capital spend. All-in sustaining costs per consolidated gold equivalent ounce – other metals increased 74% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals.

Six months ended June 30, 2019 compared to 2018

Consolidated gold production increased 17% primarily due to new production from Red Lake, Porcupine and Éléonore in North America and Cerro Negro in South America, higher ore grade milled at Ahafo and Akyem in Africa, higher ore grade milled and higher leach production at Yanacocha and higher ore grade milled and mill throughput at Merian in South America, higher ore grade milled at Tanami in Australia and higher leach recoveries at CC&V in North America, partially offset by lower ore grade milled at Kalgoorlie and Boddington in Australia and lower mill throughput at Phoenix in Nevada. Production at Musselwhite in North America was significantly impacted by the operation being placed into care and maintenance following a conveyor fire in March 2019. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 49 days in the second quarter of 2019 following a community led blockade.

Consolidated gold equivalent ounces – other metals production increased 28% primarily due to new production at Peñasquito in North America and higher leach tons and higher ore grade placed at Phoenix in Nevada, partially offset by lower ore grade milled at Boddington in Australia. Production at Peñasquito in North America was impacted by the operation being placed into care and maintenance for 49 days in the second quarter of 2019 following a community led blockade.

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Costs applicable to sales per consolidated gold ounce decreased 2% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments, partially offset by a high unit cost produced at Peñasquito as a result of the blockade. Costs applicable to sales per consolidated gold equivalent ounce – other metals increased 44% primarily due to higher stockpile and concentrate inventory adjustments at Boddington and Phoenix, in addition to a high unit cost produced at Peñasquito as a result of the blockade.

Depreciation and amortization per consolidated gold ounce increased 15% primarily due to higher amortization rates from asset additions including new assets acquired following the completion of the Newmont Goldcorp transaction, partially offset by higher gold ounces sold and lower stockpile inventory adjustments. Depreciation and amortization per consolidated gold equivalent ounce – other metals increased 86%50% primarily due to higher amortization rates from asset additions including assets acquired following the completion of the Newmont Goldcorp transaction.

All-in sustaining costs per consolidated gold ounce was in line with the prior year as lowerincreased 4% primarily due to higher sustaining capital spend and higher cost applicable to sales per gold ounce was offset by higher sustaining capital spend.ounce. All-in sustaining costs per consolidated gold equivalent ounce – other metals increased 48%36% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals.metals, higher sustaining capital spend and higher treatment and refining costs.

North America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

CC&V

82

82

$

890

$

825

$

291

$

261

$

1,087

$

927

Red Lake

25

1,479

704

1,872

Musselwhite

Porcupine

77

739

270

843

Éléonore

82

827

329

932

Peñasquito

59

1,131

286

1,681

Total/Weighted-Average (3)

325

82

$

945

$

825

$

394

261

$

1,276

$

927

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Peñasquito (4)(5)

203

$

756

$

$

206

$

$

1,226

$

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

CC&V

240

217

$

903

$

710

$

294

$

241

$

1,076

$

863

Red Lake

65

1,298

629

1,734

Musselwhite

3

3,570

3,129

7,131

Porcupine

130

877

290

1,027

Éléonore

148

861

308

1,002

Peñasquito

71

1,226

305

1,714

Total/Weighted-Average (3)

657

217

$

976

710

$

378

$

241

$

1,290

$

863

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Peñasquito (4)(5)

256

$

980

$

$

284

$

$

1,471

$

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended September 30, 2019, Peñasquito produced 7,415 thousand ounces of silver, 51 million pounds of lead and 83 million pounds of zinc.The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction
(5)For the nine months ended September 30, 2019, Peñasquito produced 9,158 thousand ounces of silver, 63 million pounds of lead and 108 million pounds of zinc.The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction.

Three months ended September 30, 2019 compared to 2018

CC&V, USA. Gold production was in line with the prior year. Costs applicable to sales per gold ounce increased 8% primarily due to timing of gold sales. Depreciation and amortization per gold ounce increased 11% primarily due to asset additions and timing of gold sales. All-in sustaining costs per gold ounce increased 17% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

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Red Lake, Canada. Gold production at Red Lake was 25,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter reflected a temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of 2019 following the completion of the work.

Musselwhite, Canada. There was no gold production at the Musselwhite mine site in the third quarter of 2019 following a conveyor fire in March 2019. Musselwhite resumed mining activities in the third quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020.

Porcupine, Canada. Gold production at Porcupine was 77,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 82,000 gold ounces in the third quarter of 2019.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 59,000 gold ounces and 203,000 gold equivalent ounces – other metals, respectively, in the third quarter of 2019. Production and cost metrics were impacted by the operation being placed into care and maintenance in the third quarter of 2019 due to a blockade. The blockade was lifted in early October 2019; a gradual ramp up of operations started in late October while negotiations continue.

Nine months ended September 30, 2019 compared to 2018

CC&V, USA. Gold production increased 11% primarily due to higher leach recoveries from Valley Leach Fill 2 and a lower build up of concentrate inventory. Costs applicable to sales per gold ounce increased 27% primarily due to lower ore grade mined and higher leach pad inventory adjustments, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 22% primarily due to asset additions and higher leach pad inventory adjustments. All-in sustaining costs per gold ounce increased 25% primarily due to higher costs applicable to sales per gold ounce.

Red Lake, Canada. Gold production at Red Lake was 65,000 gold ounces since the completion of the acquisition of the Red Lake mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year reflected on-going ramp up of mining at Cochenour, which achieved commercial production on April 1, 2019 and a temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of 2019 following the completion of the work.

Musselwhite, Canada. Gold production at Musselwhite was 3,000 gold ounces since the completion of the acquisition of the Musselwhite mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year were significantly impacted by a conveyor fire in March 2019. Musselwhite resumed mining activities in the third quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020. Since the fire, we collected $45 in insurance proceeds related to the conveyor fire of which $14 was recognized as an offset to the abnormal costs applicable to sales.

Porcupine, Canada. Gold production at Porcupine was 130,000 gold ounces since the completion of the acquisition of the Porcupine mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 148,000 gold ounces since the completion of the acquisition of the Éléonore mine site as part of the Newmont Goldcorp transaction.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 71,000 gold ounces and 256,000 gold equivalent ounces – other metals, respectively, since the completion of the acquisition of the Peñasquito mine site as part of the Newmont Goldcorp transaction. Production and cost metrics were impacted by the operation being placed into care and maintenance for 49 days in the second quarter and 17 days in the third quarter of 2019 due to blockades.

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South America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

143

153

$

720

$

740

$

226

$

192

$

881

$

945

Merian

124

133

616

513

191

169

761

631

Cerro Negro

108

663

235

860

Total / Weighted Average (3)

375

286

$

669

$

636

$

225

$

193

$

841

$

822

Yanacocha (48.65%) (4)

(68)

(75)

Merian (25.00%)

(32)

(33)

Attributable to Newmont

275

178

Attributable gold from equity method investments (5)

(ounces in thousands)

Pueblo Viejo (40%)

94

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

426

373

$

710

$

855

$

200

$

218

$

895

$

1,032

Merian

398

355

555

544

176

179

672

678

Cerro Negro

203

648

340

833

Total / Weighted Average (3)

1,027

728

$

638

$

704

$

229

$

212

$

803

$

870

Yanacocha (48.65%) (4)

(207)

(176)

Merian (25.00%)

(100)

(89)

Attributable to Newmont

720

463

Attributable gold from equity method investments (5)

(ounces in thousands)

Pueblo Viejo (40%)

169

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)In June 2018, Yanacocha sold a 5% ownership interest to a subsidiary of Sumitomo Corporation, reducing Newmont Goldcorp’s ownership from 54.05% to 51.35%. See Note 14 to our Condensed Consolidated Financial Statements.
(5)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Three months ended September 30, 2019 compared to 2018

Yanacocha, Peru. Gold production decreased 7% primarily due to lower ore grade milled and lower mill throughput, partially offset by higher leach production. Costs applicable to sales per gold ounce decreased 3% primarily due to lower stockpile and leach pad inventory adjustments, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 18% primarily due to higher amortization rates and lower gold ounces sold. All-in sustaining costs per gold ounce decreased 7% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Merian, Suriname. Gold production decreased 7% primarily due to lower ore grade milled and lower recovery, partially offset by a lower build up of in-circuit inventory. Costs applicable to sales per gold ounce increased 20% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher gold price-related royalties. Depreciation and amortization per gold ounce increased 13% due to lower gold ounces sold and higher amortization rates from asset additions. All-in sustaining costs per gold ounce increased 21% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Cerro Negro, Argentina. Gold production at Cerro Negro was 108,000 gold ounces in the third quarter of 2019.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 94,000 gold ounces on an attributable basis in the third quarter of 2019. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

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Nine months ended September 30, 2019 compared to 2018

Yanacocha, Peru. Gold production increased 14% primarily due to higher leach production and higher ore grade milled, partially offset by lower mill throughput. Costs applicable to sales per gold ounce decreased 17% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments, partially offset by lower by-product credits from the sale of copper and silver concentrates. Depreciation and amortization per gold ounce decreased 8% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments. All-in sustaining costs per gold ounce decreased 13% due to lower costs applicable to sales per gold ounce, partially offset by higher reclamation and exploration costs.

Merian, Suriname. Gold production increased 12% primarily due to higher ore grade milled and higher mill throughput. Costs applicable to sales per gold ounce increased 2% primarily due to higher gold price-related royalties, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce decreased 2% primarily due to higher gold ounces sold, partially offset by higher amortization rates from asset additions. All-in sustaining costs per gold ounce decreased 1% primarily due to lower other expenses, partially offset by higher costs applicable to sales per gold ounce.

Cerro Negro, Argentina. Gold production at Cerro Negro was 203,000 gold ounces since we completed the acquisition of the Cerro Negro mine site as part of the Newmont Goldcorp transaction.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 169,000 gold ounces on an attributable basis since we completed the acquisition of our interest in the Pueblo Viejo mine site as part of the Newmont Goldcorp transaction. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Australia Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

167

187

$

813

$

741

$

151

$

138

$

958

$

838

Tanami

114

123

573

583

220

150

758

736

Kalgoorlie

58

75

996

736

109

77

1,141

804

Total/Weighted-Average (3)

339

385

$

768

$

691

$

171

$

134

$

944

$

811

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

33

40

$

758

$

675

$

145

$

126

$

907

$

803

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

507

547

$

825

$

756

$

153

$

138

$

949

$

860

Tanami

361

341

549

629

191

153

725

801

Kalgoorlie

170

254

942

692

110

70

1,090

777

Total/Weighted-Average (3)

1,038

1,142

$

749

$

703

$

164

$

131

$

911

$

832

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

104

132

$

819

$

727

$

155

$

135

$

966

$

865

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended September 30, 2019 and 2018, Boddington produced 14 million and 18 million pounds of copper, respectively. For the nine months ended September 30, 2019 and 2018, Boddington produced 45 million and 61 million pounds of copper, respectively.

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Three months ended September 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 11% primarily due to lower ore grade milled from lower ore grade mined and lower mill throughput. Gold equivalent ounces – other metals production decreased 18% primarily due to lower ore grade milled as a result of lower ore grade mined. Costs applicable to sales per gold ounceincreased 10% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 12% primarily due to lower gold equivalent ounces – other metals sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Depreciation and amortization per gold ounce increased 9% primarily due to lower gold ounces sold. Depreciation and amortization per gold equivalent ounce – other metals increased 15% primarily due to lower gold equivalent ounces – other metals sold. All-in sustaining costs per gold ounce increased 14% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 13% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production decreased 7% primarily due to lower ore grade milled as a result of lower ore grade mined, partially offset by higher mill throughput as a result of higher ore tons mined. Costs applicable to sales per gold ounce decreased 2% primarily due to a favorable Australian dollar foreign currency exchange rate, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 47% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019. All-in sustaining costs per gold ounce increased 3% primarily due to higher sustaining capital spend, partially offset by lower costs applicable to sales per gold ounce and lower exploration spend.

Kalgoorlie, Australia. Gold production decreased 23% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical challenges. Costs applicable to sales per gold ounce increased 35% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 42% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 42% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Nine months ended September 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 7% primarily due to lower ore grade milled as a result of lower ore grade mined and lower mill throughput partially offset by higher recovery. Gold equivalent ounces – other metals production decreased 21% primarily due to lower ore grade milled as a result of lower ore grade mined. Costs applicable to sales per gold ounceincreased 9% primarily due to lower gold ounces sold, an unfavorable strip ratio, higher stockpile inventory adjustments and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 13% primarily due to lower gold equivalent ounces – other metals sold, higher stockpile inventory adjustments and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 11% due to lower gold ounces sold and higher stockpile inventory adjustments. Depreciation and amortization per gold equivalent ounce – other metals increased 15% primarily due to lower gold equivalent ounces – other metals sold and higher stockpile inventory adjustments. All-in sustaining costs per gold ounce increased 10% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 12% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production increased 6% primarily due to higher mill throughput as a result of higher ore tons mined. Costs applicable to sales per gold ounce decreased 13% primarily due to higher gold ounces sold, higher allocation of costs to deferred mine development and a favorable Australian dollar foreign exchange rate, partially offset by higher equipment maintenance costs.Depreciation and amortization per gold ounceincreased 25% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019, partially offset by higher gold ounces sold. All-in sustaining costs per gold ounce decreased 9% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Kalgoorlie, Australia. Gold production decreased 33% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical challenges. Costs applicable to sales

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per gold ounce increased 36% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 57% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 40% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Africa Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

162

105

$

617

$

605

$

256

$

211

$

811

$

770

Akyem

105

107

484

408

319

296

612

574

Total / Weighted Average (3)

267

212

$

563

$

505

$

282

$

259

$

741

$

679

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

458

308

$

621

$

789

$

253

$

251

$

820

$

906

Akyem

317

313

537

553

363

368

691

715

Total / Weighted Average (3)

775

621

$

586

$

670

$

299

$

310

$

776

$

818

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.

Three months ended September 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 54% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit. Costs applicable to sales per gold ounce increased 2% primarily due to higher gold price-related royalties, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 21% primarily due to higher amortization from asset additions, partially offset by higher ounces sold. All-in sustaining costs per gold ounce increased 5% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Akyem, Ghana. Gold production decreased 2% primarily due to lower ore grade milled, partially offset by higher mill throughput. Costs applicable to sales per gold ounce increased 19% primarily due to higher gold price-related royalties and higher equipment maintenance costs. Depreciation and amortization per gold ounce increased 8% primarily due to higher amortization rates. All-in sustaining costs per gold ounce increased 7% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend.

Nine months ended September 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 49% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit and higher mill recovery, partially offset by a build-up as compared to a draw-down of in-circuit inventory in the prior year and lower mill throughput. Costs applicable to sales per gold ounce decreased 21% primarily due to higher gold ounces sold and lower stockpile inventory adjustments. Depreciation and amortization per gold ounce increased 1% primarily due to higher amortization from asset additions, partially offset by higher gold ounces sold and lower stockpile inventory adjustments. All-in sustaining costs per gold ounce decreased 9% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Akyem, Ghana. Gold production increased 1% primarily due to higher ore grade milled and higher mill throughput, partially offset by a lower draw down of in-circuit inventory. Costs applicable to sales per gold ounce decreased 3% primarily due to lower stockpile inventory adjustments and lower power costs. Depreciation and amortization per gold ounce decreased 1% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 3% primarily due to lower costs applicable to sales per gold ounce.

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NevadaNorth America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30,

Three Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Carlin

186

183

$

901

$

949

$

267

$

234

$

1,138

$

1,216

Phoenix

47

54

1,016

819

292

193

1,211

1,057

Twin Creeks

88

87

694

770

187

180

850

865

Long Canyon

44

42

349

422

356

452

402

496

CC&V

82

82

$

890

$

825

$

291

$

261

$

1,087

$

927

Red Lake

25

1,479

704

1,872

Musselwhite

Porcupine

77

739

270

843

Éléonore

82

827

329

932

Peñasquito

59

1,131

286

1,681

Total/Weighted-Average (3)

365

366

$

803

$

828

$

264

$

242

$

1,002

$

1,047

325

82

$

945

$

825

$

394

261

$

1,276

$

927

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Phoenix (4)

18

15

$

871

$

924

$

285

$

243

$

1,037

$

1,189

Peñasquito (4)(5)

203

$

756

$

$

206

$

$

1,226

$

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Six Months Ended June 30,

Nine Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Carlin

404

414

$

879

$

906

$

261

$

230

$

1,082

$

1,119

Phoenix

96

116

966

809

271

191

1,144

983

Twin Creeks

162

168

677

768

182

182

855

870

Long Canyon

96

87

371

388

373

435

463

464

CC&V

240

217

$

903

$

710

$

294

$

241

$

1,076

$

863

Red Lake

65

1,298

629

1,734

Musselwhite

3

3,570

3,129

7,131

Porcupine

130

877

290

1,027

Éléonore

148

861

308

1,002

Peñasquito

71

1,226

305

1,714

Total/Weighted-Average (3)

758

785

$

785

$

805

$

261

$

237

$

976

$

989

657

217

$

976

710

$

378

$

241

$

1,290

$

863

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Phoenix (4)

35

32

$

810

$

896

$

263

$

238

$

959

$

1,088

Peñasquito (4)(5)

256

$

980

$

$

284

$

$

1,471

$

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended JuneSeptember 30, 2019, and 2018, PhoenixPeñasquito produced 8 million and 77,415 thousand ounces of silver, 51 million pounds of copper, respectively. For the six months ended June 30, 2019lead and 2018, Phoenix produced 15 million and 1483 million pounds of copper, respectively.zinc.The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction

(5)For the nine months ended September 30, 2019, Peñasquito produced 9,158 thousand ounces of silver, 63 million pounds of lead and 108 million pounds of zinc.The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction.

Three months ended JuneSeptember 30, 2019 compared to 2018

Carlin, USA. Gold production increased 2% primarily due to higher ore grade milled at Mill 5, partially offset by lower leach tons placed due to geotechnical issues at Gold Quarry and the completion of mining at Emigrant. Costs applicable to sales per gold

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ounce decreased 5% primarily due to reduced mining activity and reduced overall mining costs as a result of geotechnical issues at Gold Quarry and completion of mining at Emigrant, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 14% primarily due to lower gold ounces sold and asset additions. All-in sustaining costs per gold ounce decreased 6% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Phoenix, USA. Gold production decreased 13% primarily due to lower mill throughput at the Phoenix mill and lower production at Lone Tree. Gold equivalent ounces – other metals production increased 20% primarily due to higher leach tons placed on the leach pad. Costs applicable to sales per gold ounce increased 24% primarily due to higher equipment maintenance costs and higher concentrate inventory adjustments. Costs applicable to sales per gold equivalent ounce – other metals decreased 6% primarily due to higher gold equivalent ounces – other metals sold. Depreciation and amortization per gold ounce increased 51% primarily due to higher amortization rates and higher concentrate inventory adjustments. Depreciation and amortization per gold equivalent ounce – other metals increased 17% primarily due to higher amortization rates. All-in sustaining costs per gold ounce increased 15% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals decreased 13% primarily due to lower sustaining capital spend and lower costs applicable to sales per gold equivalent ounce – other metals.

Twin Creeks,CC&V, USA. Gold production was in line with the prior year. Costs applicable to sales per gold ounce increased 8% primarily due to timing of gold sales. Depreciation and amortization per gold ounce increased 11% primarily due to asset additions and timing of gold sales. All-in sustaining costs per gold ounce increased 17% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

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Red Lake, Canada. Gold production at Red Lake was 25,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter reflected a temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of 2019 following the completion of the work.

Musselwhite, Canada. There was no gold production at the Musselwhite mine site in the third quarter of 2019 following a conveyor fire in March 2019. Musselwhite resumed mining activities in the third quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020.

Porcupine, Canada. Gold production at Porcupine was 77,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 82,000 gold ounces in the third quarter of 2019.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 59,000 gold ounces and 203,000 gold equivalent ounces – other metals, respectively, in the third quarter of 2019. Production and cost metrics were impacted by the operation being placed into care and maintenance in the third quarter of 2019 due to a blockade. The blockade was lifted in early October 2019; a gradual ramp up of operations started in late October while negotiations continue.

Nine months ended September 30, 2019 compared to 2018

CC&V, USA. Gold production increased 11% primarily due to higher leach recoveries from Valley Leach Fill 2 and a lower build up of concentrate inventory. Costs applicable to sales per gold ounce increased 27% primarily due to lower ore grade mined and higher leach pad inventory adjustments, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 22% primarily due to asset additions and higher leach pad inventory adjustments. All-in sustaining costs per gold ounce increased 25% primarily due to higher costs applicable to sales per gold ounce.

Red Lake, Canada. Gold production at Red Lake was 65,000 gold ounces since the completion of the acquisition of the Red Lake mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year reflected on-going ramp up of mining at Cochenour, which achieved commercial production on April 1, 2019 and a temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of 2019 following the completion of the work.

Musselwhite, Canada. Gold production at Musselwhite was 3,000 gold ounces since the completion of the acquisition of the Musselwhite mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year were significantly impacted by a conveyor fire in March 2019. Musselwhite resumed mining activities in the third quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020. Since the fire, we collected $45 in insurance proceeds related to the conveyor fire of which $14 was recognized as an offset to the abnormal costs applicable to sales.

Porcupine, Canada. Gold production at Porcupine was 130,000 gold ounces since the completion of the acquisition of the Porcupine mine site as part of the Newmont Goldcorp transaction. Production and cost metrics this year were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 148,000 gold ounces since the completion of the acquisition of the Éléonore mine site as part of the Newmont Goldcorp transaction.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 71,000 gold ounces and 256,000 gold equivalent ounces – other metals, respectively, since the completion of the acquisition of the Peñasquito mine site as part of the Newmont Goldcorp transaction. Production and cost metrics were impacted by the operation being placed into care and maintenance for 49 days in the second quarter and 17 days in the third quarter of 2019 due to blockades.

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South America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

143

153

$

720

$

740

$

226

$

192

$

881

$

945

Merian

124

133

616

513

191

169

761

631

Cerro Negro

108

663

235

860

Total / Weighted Average (3)

375

286

$

669

$

636

$

225

$

193

$

841

$

822

Yanacocha (48.65%) (4)

(68)

(75)

Merian (25.00%)

(32)

(33)

Attributable to Newmont

275

178

Attributable gold from equity method investments (5)

(ounces in thousands)

Pueblo Viejo (40%)

94

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

426

373

$

710

$

855

$

200

$

218

$

895

$

1,032

Merian

398

355

555

544

176

179

672

678

Cerro Negro

203

648

340

833

Total / Weighted Average (3)

1,027

728

$

638

$

704

$

229

$

212

$

803

$

870

Yanacocha (48.65%) (4)

(207)

(176)

Merian (25.00%)

(100)

(89)

Attributable to Newmont

720

463

Attributable gold from equity method investments (5)

(ounces in thousands)

Pueblo Viejo (40%)

169

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)In June 2018, Yanacocha sold a 5% ownership interest to a subsidiary of Sumitomo Corporation, reducing Newmont Goldcorp’s ownership from 54.05% to 51.35%. See Note 14 to our Condensed Consolidated Financial Statements.
(5)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Three months ended September 30, 2019 compared to 2018

Yanacocha, Peru. Gold production decreased 10%7% primarily due to lower ore grade milled and lower mill throughput, partially offset by higher leach production. Costs applicable to sales per gold ounce decreased 3% primarily due to lower stockpile and leach pad inventory adjustments. adjustments, partially offset by lower gold ounces sold.Depreciation and amortization per gold ounce increased 4%18% primarily due to asset additionshigher amortization rates and lower gold ounces sold. All-in sustaining costs per gold ounce decreased 7% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Merian, Suriname. Gold production decreased 7% primarily due to lower ore grade milled and lower recovery, partially offset by a lower build up of in-circuit inventory. Costs applicable to sales per gold ounce increased 20% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher gold price-related royalties. Depreciation and amortization per gold ounce increased 13% due to lower gold ounces sold and higher amortization rates from asset additions. All-in sustaining costs per gold ounce increased 21% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Cerro Negro, Argentina. Gold production at Cerro Negro was 108,000 gold ounces in the third quarter of 2019.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 94,000 gold ounces on an attributable basis in the third quarter of 2019. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

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Nine months ended September 30, 2019 compared to 2018

Yanacocha, Peru. Gold production increased 14% primarily due to higher leach production and higher ore grade milled, partially offset by lower mill throughput. Costs applicable to sales per gold ounce decreased 17% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments, partially offset by lower by-product credits from the sale of copper and silver concentrates. Depreciation and amortization per gold ounce decreased 8% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments. All-in sustaining costs per gold ounce decreased 13% due to lower costs applicable to sales per gold ounce, partially offset by higher reclamation and exploration costs.

Merian, Suriname. Gold production increased 12% primarily due to higher ore grade milled and higher mill throughput. Costs applicable to sales per gold ounce increased 2% primarily due to higher gold price-related royalties, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce decreased 2% primarily due to higher gold ounces sold, partially offset by higher amortization rates from asset additions. All-in sustaining costs per gold ounce decreased 1% primarily due to lower other expenses, partially offset by higher costs applicable to sales per gold ounce.

Cerro Negro, Argentina. Gold production at Cerro Negro was 203,000 gold ounces since we completed the acquisition of the Cerro Negro mine site as part of the Newmont Goldcorp transaction.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 169,000 gold ounces on an attributable basis since we completed the acquisition of our interest in the Pueblo Viejo mine site as part of the Newmont Goldcorp transaction. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Australia Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

167

187

$

813

$

741

$

151

$

138

$

958

$

838

Tanami

114

123

573

583

220

150

758

736

Kalgoorlie

58

75

996

736

109

77

1,141

804

Total/Weighted-Average (3)

339

385

$

768

$

691

$

171

$

134

$

944

$

811

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

33

40

$

758

$

675

$

145

$

126

$

907

$

803

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

507

547

$

825

$

756

$

153

$

138

$

949

$

860

Tanami

361

341

549

629

191

153

725

801

Kalgoorlie

170

254

942

692

110

70

1,090

777

Total/Weighted-Average (3)

1,038

1,142

$

749

$

703

$

164

$

131

$

911

$

832

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

104

132

$

819

$

727

$

155

$

135

$

966

$

865

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended September 30, 2019 and 2018, Boddington produced 14 million and 18 million pounds of copper, respectively. For the nine months ended September 30, 2019 and 2018, Boddington produced 45 million and 61 million pounds of copper, respectively.

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Three months ended September 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 11% primarily due to lower ore grade milled from lower ore grade mined and lower mill throughput. Gold equivalent ounces – other metals production decreased 18% primarily due to lower ore grade milled as a result of lower ore grade mined. Costs applicable to sales per gold ounceincreased 10% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 12% primarily due to lower gold equivalent ounces – other metals sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Depreciation and amortization per gold ounce increased 9% primarily due to lower gold ounces sold. Depreciation and amortization per gold equivalent ounce – other metals increased 15% primarily due to lower gold equivalent ounces – other metals sold. All-in sustaining costs per gold ounce increased 14% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 13% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production decreased 7% primarily due to lower ore grade milled as a result of lower ore grade mined, partially offset by higher mill throughput as a result of higher ore tons mined. Costs applicable to sales per gold ounce decreased 2% primarily due to a favorable Australian dollar foreign currency exchange rate, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 47% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019. All-in sustaining costs per gold ounce increased 3% primarily due to higher sustaining capital spend, partially offset by lower costs applicable to sales per gold ounce and lower exploration spend.

Kalgoorlie, Australia. Gold production decreased 23% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical challenges. Costs applicable to sales per gold ounce increased 35% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 42% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 42% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Nine months ended September 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 7% primarily due to lower ore grade milled as a result of lower ore grade mined and lower mill throughput partially offset by higher recovery. Gold equivalent ounces – other metals production decreased 21% primarily due to lower ore grade milled as a result of lower ore grade mined. Costs applicable to sales per gold ounceincreased 9% primarily due to lower gold ounces sold, an unfavorable strip ratio, higher stockpile inventory adjustments and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 13% primarily due to lower gold equivalent ounces – other metals sold, higher stockpile inventory adjustments and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 11% due to lower gold ounces sold and higher stockpile inventory adjustments. Depreciation and amortization per gold equivalent ounce – other metals increased 15% primarily due to lower gold equivalent ounces – other metals sold and higher stockpile inventory adjustments. All-in sustaining costs per gold ounce increased 10% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 12% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production increased 6% primarily due to higher mill throughput as a result of higher ore tons mined. Costs applicable to sales per gold ounce decreased 13% primarily due to higher gold ounces sold, higher allocation of costs to deferred mine development and a favorable Australian dollar foreign exchange rate, partially offset by higher equipment maintenance costs.Depreciation and amortization per gold ounceincreased 25% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019, partially offset by higher gold ounces sold. All-in sustaining costs per gold ounce decreased 9% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Long Canyon, USAKalgoorlie, Australia. . Gold production decreased 33% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical challenges. Costs applicable to sales

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per gold ounce increased 5%36% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 57% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 40% primarily due to higher leach tons placedcosts applicable to sales per gold ounce and higher sustaining capital spend.

Africa Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

162

105

$

617

$

605

$

256

$

211

$

811

$

770

Akyem

105

107

484

408

319

296

612

574

Total / Weighted Average (3)

267

212

$

563

$

505

$

282

$

259

$

741

$

679

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

458

308

$

621

$

789

$

253

$

251

$

820

$

906

Akyem

317

313

537

553

363

368

691

715

Total / Weighted Average (3)

775

621

$

586

$

670

$

299

$

310

$

776

$

818

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.

Three months ended September 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 54% primarily due to higher ore grade milled as a result of higher ore grade mined from the leach pad.Subika pit. Costs applicable to sales per gold ounce decreased 17%increased 2% primarily due to higher gold price-related royalties, partially offset by higher gold ounces sold and a favorable strip ratio.sold. Depreciation and amortizationper gold ounce increased 21% primarily due to higher amortization from asset additions, partially offset by higher ounces sold. All-in sustaining costs per gold ounce increased 5% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Akyem, Ghana. Gold production decreased 2% primarily due to lower ore grade milled, partially offset by higher mill throughput. Costs applicable to sales per gold ounce increased 19% primarily due to higher gold price-related royalties and higher equipment maintenance costs. Depreciation and amortization per gold ounce increased 8% primarily due to higher amortization rates. All-in sustaining costs per gold ounce increased 7% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend.

Nine months ended September 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 49% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit and higher mill recovery, partially offset by a build-up as compared to a draw-down of in-circuit inventory in the prior year and lower mill throughput. Costs applicable to sales per gold ounce decreased 21% primarily due to higher gold ounces sold and lower stockpile inventory adjustments. Depreciation and amortization rates.per gold ounce increased 1% primarily due to higher amortization from asset additions, partially offset by higher gold ounces sold and lower stockpile inventory adjustments. All-in sustaining costs per gold ounce decreased 19%9% primarily due to lower costs applicable to sales per gold ounce, and lowerpartially offset by higher sustaining capital spend.

Six months ended June 30, 2019 compared to 2018

Carlin, USA.Akyem, Ghana. Gold production decreased 2%increased 1% primarily due to lower leach production as a result of geotechnical issues at Gold Quarry and completion of mining at Emigrant, partially offset by higher ore grade milled at Mill 5. and higher mill throughput, partially offset by a lower draw down of in-circuit inventory.Costs applicable to sales per gold ounce decreased 3% primarily due to reduced mining activitylower stockpile inventory adjustments and reduced overall mining costs as a result of geotechnical issues at Gold Quarry and completion of mining at Emigrant, partially offset by lower gold ounces sold.power costs. Depreciation and amortization per gold ounce increased 13% and lowerdecreased 1% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 3% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.ounce.

Phoenix, USA. Gold production decreased 17% primarily due to lower mill throughput at the Phoenix mill and lower production at Lone Tree. Gold equivalent ounces – other metals production increased 9% primarily due to higher leach tons and higher ore grade placed on leach pad. Costs applicable to sales per gold ounce increased 19% primarily due to lower gold ounces sold and higher concentrate inventory adjustments. Costs applicable to sales per gold equivalent ounce – other metals decreased 10% primarily due to higher gold equivalent ounces – other metals sold. Depreciation and amortization per gold ounce increased 42% primarily due to lower gold ounces sold, higher amortization rates and higher concentrate inventory adjustments. Depreciation and amortization per gold equivalent ounce – other metals increased 11% primarily due to higher amortization rates. All-in sustaining costs per gold ounce increased 16% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals decreased 12% primarily due to the lower costs applicable to sales per gold equivalent ounce – other metals.

Twin Creeks, USA. Gold production decreased 4% primarily due to higher Turquoise Ridge joint venture ore tons processed, which resulted in lower tons processed from the Twin Creeks mine, in addition to a higher build up of in-circuit inventory. Costs applicable to sales per gold ounce decreased 12% primarily due to lower stockpile and leach pad inventory adjustments, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce was in line with the prior year. All-in sustaining costs per gold ounce decreased 2% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

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Table of Contents

Long Canyon, USA. Gold production increased 10% primarily due to higher leach tons placed on the leach pad. Costs applicable to sales per gold ounce decreased 4% primarily due to higher gold ounces sold. Depreciation and amortization per gold ounce decreased 14% primarily due to higher gold ounces sold and lower amortization rates. All-in sustaining costs per gold ounce was in line with the prior year.

North America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30,

Three Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

CC&V

77

64

$

927

654

$

289

217

$

1,144

$

845

82

82

$

890

$

825

$

291

$

261

$

1,087

$

927

Red Lake

40

1,151

567

1,621

25

1,479

704

1,872

Musselwhite

3

2,093

1,434

3,307

Porcupine

53

1,074

319

1,288

77

739

270

843

Éléonore

66

895

288

1,073

82

827

329

932

Peñasquito

12

1,401

341

1,775

59

1,131

286

1,681

Total/Weighted-Average (3)

251

64

$

1,031

$

654

$

380

217

$

1,383

$

845

325

82

$

945

$

825

$

394

261

$

1,276

$

927

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Peñasquito (4)(5)

53

$

1,952

$

$

623

$

$

2,536

$

203

$

756

$

$

206

$

$

1,226

$

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Six Months Ended June 30,

Nine Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

CC&V

158

135

$

909

$

637

$

295

$

229

$

1,071

$

815

240

217

$

903

$

710

$

294

$

241

$

1,076

$

863

Red Lake

40

1,151

567

1,621

65

1,298

629

1,734

Musselwhite

3

2,093

1,434

3,307

3

3,570

3,129

7,131

Porcupine

53

1,074

319

1,288

130

877

290

1,027

Éléonore

66

895

288

1,073

148

861

308

1,002

Peñasquito

12

1,401

341

1,775

71

1,226

305

1,714

Total/Weighted-Average (3)

332

135

$

1,002

637

$

364

229

$

1,302

$

815

657

217

$

976

710

$

378

$

241

$

1,290

$

863

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Peñasquito (4)(5)

53

$

1,952

$

$

623

$

$

2,536

$

256

$

980

$

$

284

$

$

1,471

$

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months and six months ended JuneSeptember 30, 2019, Peñasquito produced 1,7437,415 thousand ounces of silver, 1251 million pounds of lead and 2583 million pounds of zinc.The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction
(5)For the nine months ended September 30, 2019, Peñasquito produced 9,158 thousand ounces of silver, 63 million pounds of lead and 108 million pounds of zinc. The Peñasquito mine was acquired during the second quarter of 2019 as part of the Newmont Goldcorp transaction.

Three months ended JuneSeptember 30, 2019 compared to 2018

CC&V, USA. Gold production was in line with the prior year. Costs applicable to sales per gold ounce increased 8% primarily due to timing of gold sales. Depreciation and amortization per gold ounce increased 11% primarily due to asset additions and timing of gold sales. All-in sustaining costs per gold ounce increased 17% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

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Table of Contents

Red Lake, Canada. Gold production at Red Lake was 25,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter reflected a temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of 2019 following the completion of the work.

Musselwhite, Canada. There was no gold production at the Musselwhite mine site in the third quarter of 2019 following a conveyor fire in March 2019. Musselwhite resumed mining activities in the third quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020.

Porcupine, Canada. Gold production at Porcupine was 77,000 gold ounces in the third quarter of 2019. Production and cost metrics in the third quarter were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 82,000 gold ounces in the third quarter of 2019.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 59,000 gold ounces and 203,000 gold equivalent ounces – other metals, respectively, in the third quarter of 2019. Production and cost metrics were impacted by the operation being placed into care and maintenance in the third quarter of 2019 due to a blockade. The blockade was lifted in early October 2019; a gradual ramp up of operations started in late October while negotiations continue.

Nine months ended September 30, 2019 compared to 2018

CC&V, USA. Gold production increased 20%11% primarily due to higher leach recoveries from Valley Leach Fill 2 and a lower build up of concentrate inventory. Costs applicable to sales per gold ounce increased 42%27% primarily due to lower ore grade mined and higher leach pad inventory adjustments, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 33%22% primarily due to asset additions and higher leach pad inventory adjustments. All-in sustaining costs per gold ounce increased 35%25% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.ounce.

Red Lake, Canada. Gold production at Red Lake was 40,00065,000 gold ounces since the completion of the acquisition of the Red Lake mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarterthis year reflected on-going ramp up of mining at Cochenour, which achieved commercial production on April 1, 2019 and additional exploration costs.

72

Tablea temporary pause in mining at the Cochenour complex while buttress work was completed to strengthen controls against potential water ingress. Mining resumed in October of Contents2019 following the completion of the work.

Musselwhite, Canada. Gold production at Musselwhite was 3,000 gold ounces since the completion of the acquisition of the Musselwhite mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarterthis year were significantly impacted by the operation being placed into care and maintenance following a conveyor fire in March 2019. DuringMusselwhite resumed mining activities in the secondthird quarter of 2019 and will continue stockpiling ore mined until processing activities are restarted, which is expected in the first half of 2020. Since the fire, we collected $41$45 in insurance proceeds related to the conveyor fire of which $14 was recognized as an offset to the abnormal costs applicable to sales.

Porcupine, Canada. Gold production at Porcupine was 53,000130,000 gold ounces since the completion of the acquisition of the Porcupine mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarterthis year were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden.Borden, which achieved commercial production on October 1, 2019.

Éléonore, Canada. Gold production at Éléonore was 66,000148,000 gold ounces since the completion of the acquisition of the Éléonore mine site as part of the Newmont Goldcorp transaction. Production and costs metrics in the second quarter were impacted by lower mill availability due to maintenance.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 12,00071,000 gold ounces and 53,000256,000 gold equivalent ounces – other metals, respectively, since the completion of the acquisition of the Peñasquito mine site as part of the Newmont Goldcorp transaction. Production and cost metrics were impacted by the operation being placed into care and maintenance for 49 days in the second quarter of 2019 following a community led blockade, which was lifted on June 16, 2019.

Six months ended June 30, 2019 compared to 2018

CC&V, USA. Gold production increased 17% primarily due to higher leach recoveries from Valley Leach Fill 2 and a lower build up of concentrate inventory. Costs applicable to sales per gold ounce increased 43% primarily due to lower ore grade mined and higher leach pad inventory adjustments, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 29% primarily due to asset additions and higher leach pad inventory adjustments. All-in sustaining costs per gold ounce increased 31% primarily due to higher costs applicable to sales per gold ounce partially offset by lower sustaining capital spend.

Red Lake, Canada. Gold production at Red Lake was 40,000 gold ounces since the completion of the acquisition of the Red Lake mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarter reflected on-going ramp up of mining at Cochenour, which achieved commercial production on April 1, 2019 and additional exploration costs.

Musselwhite, Canada. Gold production at Musselwhite was 3,000 gold ounces since the completion of the acquisition of the Musselwhite mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarter was significantly impacted by the operation being placed into care and maintenance following a conveyor fire in March 2019. During the second quarter we collected $41 in insurance proceeds related to the conveyor fire of which $14 was recognized as an offset to the abnormal costs applicable to sales.

Porcupine, Canada. Gold production at Porcupine was 53,000 gold ounces since the completion of the acquisition of the Porcupine mine site as part of the Newmont Goldcorp transaction. Production and cost metrics in the second quarter were impacted by lower tons mined at Hoyle Pond, the highest grade contributor to Porcupine, and costs related to early production at Borden.

Éléonore, Canada. Gold production at Éléonore was 66,000 gold ounces since the completion of the acquisition of the Éléonore mine site as part of the Newmont Goldcorp transaction. Production and costs metrics in the second quarter were impacted by lower mill availability due to maintenance.

Peñasquito, Mexico. Gold and gold equivalent ounces – other metals production at Peñasquito were 12,000 gold ounces and 53,000 gold equivalent ounces – other metals, respectively, since the completion of the acquisition of the Peñasquito mine site as part of the Newmont Goldcorp transaction. Production and cost metrics were impacted by the operation being placed into care and maintenance for 4917 days in the secondthird quarter of 2019 following a community led blockade, which was lifted on June 16, 2019.due to blockades.

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South America Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Three Months Ended September 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

139

116

$

734

$

815

$

193

$

199

$

955

$

974

143

153

$

720

$

740

$

226

$

192

$

881

$

945

Merian

126

105

577

594

180

196

696

801

124

133

616

513

191

169

761

631

Cerro Negro

95

631

463

802

108

663

235

860

Total / Weighted Average (3)

360

221

$

651

$

711

$

272

$

213

$

827

$

885

375

286

$

669

$

636

$

225

$

193

$

841

$

822

Yanacocha (48.65%) (4)

(69)

(53)

(68)

(75)

Merian (25.00%)

(31)

(27)

(32)

(33)

Attributable to Newmont

260

141

275

178

Attributable gold from equity method investments (5)

(ounces in thousands)

(ounces in thousands)

Pueblo Viejo (40%)

75

94

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Six Months Ended June 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nine Months Ended September 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Yanacocha

283

220

$

705

$

937

$

186

$

237

$

903

$

1,092

426

373

$

710

$

855

$

200

$

218

$

895

$

1,032

Merian

274

222

526

563

168

184

631

696

398

355

555

544

176

179

672

678

Cerro Negro

95

631

463

802

203

648

340

833

Total / Weighted Average (3)

652

442

$

618

$

747

$

232

$

225

$

780

$

906

1,027

728

$

638

$

704

$

229

$

212

$

803

$

870

Yanacocha (48.65%) (4)

(139)

(101)

(207)

(176)

Merian (25.00%)

(68)

(56)

(100)

(89)

Attributable to Newmont

445

285

720

463

Attributable gold from equity method investments (5)

(ounces in thousands)

(ounces in thousands)

Pueblo Viejo (40%)

75

169

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)In June 2018, Yanacocha sold a 5% ownership interest to a subsidiary of Sumitomo Corporation, reducing Newmont Goldcorp’s ownership from 54.05% to 51.35%. See Note 1214 to our Condensed Consolidated Financial Statements.
(5)Income and expenses of equity method investments are included in Equity income (loss) of affiliates. Refer to Note 1012 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Three months ended JuneSeptember 30, 2019 compared to 2018

Yanacocha, Peru. Gold production decreased 7% primarily due to lower ore grade milled and lower mill throughput, partially offset by higher leach production. Costs applicable to sales per gold ounce decreased 3% primarily due to lower stockpile and leach pad inventory adjustments, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 18% primarily due to higher amortization rates and lower gold ounces sold. All-in sustaining costs per gold ounce decreased 7% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Merian, Suriname. Gold production decreased 7% primarily due to lower ore grade milled and lower recovery, partially offset by a lower build up of in-circuit inventory. Costs applicable to sales per gold ounce increased 20% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher gold price-related royalties. Depreciation and amortization per gold ounce increased 13% due to lower gold ounces sold and higher amortization rates from asset additions. All-in sustaining costs per gold ounce increased 21% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Cerro Negro, Argentina. Gold production at Cerro Negro was 108,000 gold ounces in the third quarter of 2019.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 94,000 gold ounces on an attributable basis in the third quarter of 2019. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

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Table of Contents

Nine months ended September 30, 2019 compared to 2018

Yanacocha, Peru. Gold production increased 20%14% primarily due to higher leach production and higher ore grade milled, partially offset by lower mill throughput. Costs applicable to sales per gold ounce decreased 10% primarily due to higher gold ounces sold, partially offset by higher stockpile and leach pad inventory adjustments. Depreciation and amortization per gold ounce decreased 3% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 2% primarily due to lower costs applicable to sales per gold ounce partially offset by higher sustaining capital spend.

Merian, Suriname. Gold production increased 20% primarily due to higher mill throughput, ore grade milled and a higher draw-down of in-circuit inventory. Costs applicable to sales per gold ounce decreased 3% primarily due to higher gold ounces sold and a favorable strip ratio, partially offset by higher equipment maintenance costs. Depreciation and amortization per gold ounce decreased 8% due to higher gold ounces sold, partially offset by higher amortization rates from asset additions. All-in sustaining costs per gold ounce decreased 13% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Cerro Negro, Argentina. Gold production at Cerro Negro was 95,000 gold ounces since we completed the acquisition of the Cerro Negro mine site as part of the Newmont Goldcorp transaction.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 75,000 gold ounces on an attributable basis since we completed the acquisition of the Pueblo Viejo mine site as part of the Newmont Goldcorp transaction.

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Six months ended June 30, 2019 compared to 2018

Yanacocha, Peru. Gold production increased 29% primarily due to higher ore grade milled, higher recovery and higher leach production, partially offset by lower mill throughput. Costs applicable to sales per gold ounce decreased 25%17% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments, partially offset by lower by-product credits from the sale of copper and silver concentrates. Depreciation and amortization per gold ounce decreased 22%8% primarily due to higher gold ounces sold and lower stockpile and leach pad inventory adjustments. All-in sustaining costs per gold ounce decreased 17%13% due to lower costs applicable to sales per gold ounce, partially offset by higher reclamation and advanced projectsexploration costs.

Merian, Suriname. Gold production increased 23%12% primarily due to higher ore grade milled and higher mill throughput. Costs applicable to sales per gold ounce decreased 7%increased 2% primarily due to higher gold ounces sold,price-related royalties, partially offset by higher equipment maintenance costs.gold ounces sold. Depreciation and amortization per gold ounce decreased 9%2% primarily due to higher gold ounces sold, partially offset by higher amortization rates from asset additions. All-in sustaining costs per gold ounce decreased 9%1% primarily due to lower other expenses, partially offset by higher costs applicable to sales per gold ounce and lower sustaining capital spend.ounce.

Cerro Negro, Argentina. Gold production at Cerro Negro was 95,000203,000 gold ounces since we completed the acquisition of the Cerro Negro mine site as part of the Newmont Goldcorp transaction.

Pueblo Viejo, Dominican Republic. Gold production at Pueblo Viejo was 75,000169,000 gold ounces on an attributable basis since we completed the acquisition of our interest in the Pueblo Viejo mine site as part of the Newmont Goldcorp transaction. Refer to Note 12 to our Condensed Consolidated Financial Statements for further discussion of our equity method investments.

Australia Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30,

Three Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

185

197

$

796

$

736

$

151

$

134

$

915

$

826

167

187

$

813

$

741

$

151

$

138

$

958

$

838

Tanami

116

102

552

714

206

163

744

936

114

123

573

583

220

150

758

736

Kalgoorlie

58

92

908

658

111

66

1,035

736

58

75

996

736

109

77

1,141

804

Total/Weighted-Average (3)

359

391

$

724

$

710

$

175

$

128

$

890

$

842

339

385

$

768

$

691

$

171

$

134

$

944

$

811

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

40

51

$

807

$

738

$

155

$

137

$

957

$

865

33

40

$

758

$

675

$

145

$

126

$

907

$

803

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Six Months Ended June 30,

Nine Months Ended September 30,

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington

340

360

$

831

$

765

$

154

$

139

$

944

$

873

507

547

$

825

$

756

$

153

$

138

$

949

$

860

Tanami

247

218

538

654

177

155

710

837

361

341

549

629

191

153

725

801

Kalgoorlie

112

179

913

673

110

67

1,056

765

170

254

942

692

110

70

1,090

777

Total/Weighted-Average (3)

699

757

$

740

$

709

$

161

$

130

$

894

$

845

1,038

1,142

$

749

$

703

$

164

$

131

$

911

$

832

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Boddington (4)

71

92

$

852

$

756

$

161

$

141

$

997

$

901

104

132

$

819

$

727

$

155

$

135

$

966

$

865

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(4)For the three months ended JuneSeptember 30, 2019 and 2018, Boddington produced 1814 million and 2418 million pounds of copper, respectively. For the sixnine months ended JuneSeptember 30, 2019 and 2018, Boddington produced 3145 million and 4361 million pounds of copper, respectively.

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Table of Contents

Three months ended JuneSeptember 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 6%11% primarily due to lower ore grade milled from lower ore grade mined and lower mill throughput partially offset by higher recovery.throughput. Gold equivalent ounces – other metals production decreased 22%18% primarily due to lower ore grade milled as a result of lower ore grade mined. Costs applicable to sales per gold ounce increased 8%10% primarily due to lower gold ounces sold, higher stockpile inventory adjustments and an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 9%12% primarily due to lower gold equivalent ounces – other metals sold, higher stockpile inventory adjustments and an unfavorable strip ratio and higher mill maintenance costs, partially offset by a favorable Australian dollar foreign currency exchange rate. Depreciation and amortization per gold ounce increased 13%9% primarily due to lower gold ounces sold and higher stockpile inventory adjustments.sold. Depreciation and amortization per gold equivalent ounce – other metals increased 13%15% primarily due to lower gold equivalent ounces – other metals sold and higher stockpile inventory adjustments.sold. All-in sustaining costs per gold ounce increased 11%14% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 11%13% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production increased 14%decreased 7% primarily due to higherlower ore grade milled as a result of higherlower ore grade mined, andpartially offset by higher throughput.mill throughput as a result of higher ore tons mined. Costs applicable to sales per gold ounce decreased 23%2% primarily due to higher gold ounces sold, lower mining costs as a result of a higher allocation of costs to deferred mine development and a favorable Australian dollar foreign currency exchange rate.rate, partially offset by lower gold ounces sold. Depreciation and amortization per gold ounce increased 26%47% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019, partially offset by higher gold ounces sold.2019. All-in sustaining costs per gold ounce decreased 21%increased 3% primarily due to higher sustaining capital spend, partially offset by lower costs applicable to sales per gold ounce and lower exploration spend, partially offset by higher sustaining capital spend.

Kalgoorlie, Australia. Gold production decreased 37%23% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical restrictions.challenges. Costs applicable to sales per gold ounce increased 38%35% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by lower mining costs as a result of reduced pit activity due to geotechnical restrictions and a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 68%42% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 41%42% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

SixNine months ended JuneSeptember 30, 2019 compared to 2018

Boddington, Australia. Gold production decreased 6%7% primarily due to lower ore grade milled as a result of lower ore grade mined and lower mill throughput partially offset by higher recovery. Gold equivalent ounces – other metals production decreased 23%21% primarily due to lower ore grade milled andas a result of lower mill throughput.ore grade mined. Costs applicable to sales per gold ounce increased 9% primarily due to lower gold ounces sold, an unfavorable strip ratio, higher stockpile inventory adjustments and an unfavorable strip ratio,higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Costs applicable to sales per gold equivalent ounce – other metals increased 13% primarily due to lower gold equivalent ounces – other metals sold, higher stockpile inventory adjustments and an unfavorable strip ratio,higher mill maintenance costs, partially offset by a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 11% due to lower gold ounces sold and higher stockpile inventory adjustments. Depreciation and amortization per gold equivalent ounce – other metals increased 14%15% primarily due to lower gold equivalent ounces – other metals sold.sold and higher stockpile inventory adjustments. All-in sustaining costs per gold ounce increased 8%10% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend. All-in sustaining costs per gold equivalent ounce – other metals increased 11%12% primarily due to higher costs applicable to sales per gold equivalent ounce – other metals and higher sustaining capital spend.

Tanami, Australia. Gold production increased 13%6% primarily due to higher ore grade milledmill throughput as a result of higher ore grade mined and higher throughput.tons mined. Costs applicable to sales per gold ounce decreased 18%13% primarily due to higher gold ounces sold, higher allocation of costs to deferred mine development and a favorable Australian dollar foreign exchange rate, partially offset by higher equipment maintenance costs. Depreciation and amortization per gold ounce increased 14%25% primarily due to incremental depreciation from the Tanami Power Plant achieving commercial production in the first quarter of 2019, partially offset by higher gold ounces sold. All-in sustaining costs per gold ounce decreased 15%9% primarily due to lower costs applicable to sales per gold ounce.ounce, partially offset by higher sustaining capital spend.

Kalgoorlie, Australia. Gold production decreased 37%33% primarily due to lower ore grade milled. The lower ore grade milled was a result of lower ore grade mined and reduced ore tons mined from the pit due to geotechnical restrictions.challenges. Costs applicable to sales

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per gold ounce increased 36% primarily due to lower gold ounces sold, an unfavorable strip ratio and higher mill maintenance costs, partially offset by lower mining costs as a result of reduced pit activity due to geotechnical restrictions and a favorable Australian dollar foreign exchange rate. Depreciation and amortization per gold ounce increased 64%57% primarily due to lower gold ounces sold and higher amortization rates. All-in sustaining costs per gold ounce increased 38%40% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend, partially offset by lower exploration spend.

Africa Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended June 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Three Months Ended September 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

159

100

$

611

$

897

$

248

$

283

$

850

$

990

162

105

$

617

$

605

$

256

$

211

$

811

$

770

Akyem

118

100

589

624

407

416

734

794

105

107

484

408

319

296

612

574

Total / Weighted Average (3)

277

200

$

602

$

762

$

316

$

349

$

810

$

902

267

212

$

563

$

505

$

282

$

259

$

741

$

679

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Six Months Ended June 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nine Months Ended September 30,

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Ahafo

296

203

$

623

$

882

$

251

$

271

$

824

$

972

458

308

$

621

$

789

$

253

$

251

$

820

$

906

Akyem

212

206

564

628

385

405

731

794

317

313

537

553

363

368

691

715

Total / Weighted Average (3)

508

409

$

598

$

754

$

308

$

337

$

794

$

889

775

621

$

586

$

670

$

299

$

310

$

776

$

818

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 81.86.
(3)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.

Three months ended JuneSeptember 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 59%54% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit. Costs applicable to sales per gold ounce increased 2% primarily due to higher gold price-related royalties, partially offset by higher gold ounces sold. Depreciation and amortization per gold ounce increased 21% primarily due to higher amortization from asset additions, partially offset by higher ounces sold. All-in sustaining costs per gold ounce increased 5% primarily due to higher costs applicable to sales per gold ounce and higher sustaining capital spend.

Akyem, Ghana. Gold production decreased 2% primarily due to lower ore grade milled, partially offset by higher mill throughput. Costs applicable to sales per gold ounce increased 19% primarily due to higher gold price-related royalties and higher equipment maintenance costs. Depreciation and amortization per gold ounce increased 8% primarily due to higher amortization rates. All-in sustaining costs per gold ounce increased 7% primarily due to higher costs applicable to sales per gold ounce, partially offset by lower sustaining capital spend.

Nine months ended September 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 49% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit and higher mill recovery, partially offset by a lower draw downbuild-up as compared to a draw-down of in-circuit inventory.inventory in the prior year and lower mill throughput. Costs applicable to sales per gold ounce decreased 32% primarily due to higher gold ounces sold, lower stockpile inventory adjustments and lower power costs. Depreciation and amortization per gold ounce decreased 12%21% primarily due to higher gold ounces sold and lower stockpile inventory adjustments,adjustments. Depreciation and amortization per gold ounce increased 1% primarily due to higher amortization from asset additions, partially offset by higher amortization from asset additions.gold ounces sold and lower stockpile inventory adjustments. All-in sustaining costs per gold ounce decreased 14%9% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Akyem, Ghana. Gold production increased 18% primarily due to higher ore grade milled, higher mill throughput and higher draw down of in-circuit inventory. Costs applicable to sales per gold ounce decreased 6% primarily due to higher gold ounces sold and lower power costs, partially offset by an unfavorable strip ratio. Depreciation and amortization per gold ounce decreased 2% primarily due to higher gold ounces sold. All-in sustaining costs per gold ounce decreased 8% primarily due to lower costs applicable to sales per gold ounce and lower sustaining capital spend.

Six months ended June 30, 2019 compared to 2018

Ahafo, Ghana. Gold production increased 46% primarily due to higher ore grade milled as a result of higher ore grade mined from the Subika pit and higher mill recovery, partially offset by a lower draw down of in-circuit inventory and lower mill throughput. Costs applicable to sales per gold ounce decreased 29% primarily due to higher gold ounces sold, lower stockpile inventory adjustments and lower power costs. Depreciation and amortization per gold ounce decreased 7% primarily due to higher gold ounces sold and lower stockpile inventory adjustments, partially offset by higher amortization from asset additions. All-in sustaining costs per gold ounce decreased 15% primarily due to lower costs applicable to sales per gold ounce, partially offset by higher sustaining capital spend.

Akyem, Ghana. Gold production increased 3%1% primarily due to higher ore grade milled and higher mill throughput, partially offset by a lower draw down of in-circuit inventory. Costs applicable to sales per gold ounce decreased 10%3% primarily due to higher gold ounces sold, lower stockpile inventory adjustments and lower power costs. Depreciation and amortization per gold ounce

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decreased 5%1% primarily due to higher gold ounces sold and lower stockpile inventory adjustments.sold. All-in sustaining costs per gold ounce decreased 8%3% primarily due to lower costs applicable to sales per gold ounce.

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Nevada Operations

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Three Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada Gold Mines

344

$

701

$

$

446

$

$

920

$

Carlin (3)

237

854

892

266

254

854

1,035

Phoenix (3)

55

1,094

1,010

354

226

1,187

1,306

Twin Creeks (3)

93

340

620

109

154

340

787

Long Canyon (3)

44

692

485

670

473

692

577

Total/Weighted-Average (4)

344

429

$

711

$

799

$

434

$

253

$

915

$

969

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Phoenix (5)

16

$

$

861

$

$

231

$

$

1,114

Gold or Other

Costs Applicable

Depreciation and

All-In Sustaining

Metals Produced

to Sales (1)

Amortization

Costs (2)

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

    

2019

    

2018

 

Nine Months Ended September 30, 

Gold

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Nevada Gold Mines

344

$

701

$

$

446

$

$

920

$

Carlin (3)

404

651

878

901

261

238

1,076

1,089

Phoenix (3)

96

171

981

855

281

200

1,149

1,058

Twin Creeks (3)

162

261

661

716

178

172

830

841

Long Canyon (3)

96

131

376

420

377

447

466

499

Total/Weighted-Average (4)

1,102

1,214

$

761

$

803

$

317

$

242

$

956

$

982

Gold equivalent ounces - other metals

(ounces in thousands)

($ per ounce sold)

($ per ounce sold)

($ per ounce sold)

Phoenix (5)

35

48

$

750

$

886

$

243

$

236

$

894

$

1,095

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)All-in sustaining costs is a non-GAAP financial measure. See Non-GAAP Financial Measures beginning on page 86.
(3)The three months ended September 30, 2019 amounts relate to sales of finished goods inventory retained and not contributed to NGM on the effective date, pursuant to the Nevada JV Agreement.
(4)All-in sustaining costs and Depreciation and amortization include expense for other regional projects.
(5)For the three months ended September 30, 2018, Phoenix produced 8 million pounds of copper. For the nine months ended September 30, 2019 and 2018, Phoenix produced 15 million and 22 million pounds of copper, respectively. The Phoenix mine site was contributed to NGM, effective July 1, 2019, at which point copper became a by-product.

Three months ended September 30, 2019 compared to 2018

Nevada Gold Mines. Gold production at Nevada Gold Mines was 344,000gold ounces since its formation on July 1, 2019.

Carlin, USA. The Carlin mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture.

Phoenix, USA. The Phoenix mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture.

Twin Creeks, USA. The Twin Creeks mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture.

Long Canyon, USA. The Long Canyon mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture.

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Nine months ended September 30, 2019 compared to 2018

Nevada Gold Mines. Gold production at Nevada Gold Mines was 344,000 gold ounces since its formation on July 1, 2019.

Carlin, USA. The Carlin mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture. Production and cost metrics were impacted by six months of operations this year as compared to nine months in the prior year.

Phoenix, USA. The Phoenix mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture. Production and cost metrics were impacted by six months of operations this year as compared to nine months in the prior year.

Twin Creeks, USA. The Twin Creeks mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture. Production and cost metrics were impacted by six months of operations this year as compared to nine months in the prior year.

Long Canyon, USA. The Long Canyon mine site was included in the transaction with Barrick that closed on July 1, 2019 establishing the Nevada Gold Mines joint venture. Production and cost metrics were impacted by six months of operations this year as compared to nine months in the prior year.

Foreign Currency Exchange Rates

Our foreign operations sell their gold, copper, silver, lead and zinc production based on U.S. dollar metal prices. Fluctuations in foreign currency exchange rates do not have a material impact on our revenue since gold, copper, silver, lead and zinc are sold throughout the world in U.S. dollars. Despite selling gold in London, we have no exposure to the euro or the British pound.

Foreign currency exchange rates can increase or decrease profits to the extent costs are paid in foreign currencies, including the Australian dollar, the Peruvian sol, the Surinamese dollar, the Canadian dollar, the Mexican peso and the Argentine peso. Approximately 33%35% and 34%33% of Costs applicable to sales for our foreign operations were paid in currencies other than the U.S. dollar during the three months ended JuneSeptember 30, 2019 and 2018, respectively, including approximately 19%20% denominated in the Australian dollar and 11%13% denominated in the Canadian dollar in the current year. Approximately 32%33% and 35%34% of Costs applicable to salesfor our foreign operations were paid in currencies other than the U.S. dollar during the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively, including approximately 23%22% denominated in the Australian dollar and 7%9% denominated in the Canadian dollar in the current year. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations decreased Costs applicable to sales by $12 per ounce net of hedging losses, during the three months ended JuneSeptember 30, 2019, compared to the same period in 2018, primarily in Australia. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations decreased Costs applicable to sales by $15$14 per ounce net of hedging losses, during the sixnine months ended JuneSeptember 30, 2019, compared to the same periods in 2018, primarily in Australia.

Our Cerro Negro mine, which was acquired as part of the Newmont Goldcorp transaction and located in Argentina, is a U.S. dollar functional currency entity. On September 1, 2019, Argentina’s central bank enacted a number of temporary foreign currency controls that will be in place until December 31, 2019 in an effort to stabilize the local currency (“currency controls”). These currency controls include conversion requirements of export proceeds to local currency, limits on banks’ use of foreign currency, restrictions on individuals’ foreign currency purchases, and the reintroduction of affidavits to verify foreign currency transactions comply with regulations. Argentina has also been considered a hyperinflationary environment with a cumulative inflation rate of over 100% for the last three years. Since the currency controls were enacted, the Company is required to convert metal sales proceeds to the Argentine Peso within five business days from receipt of cash in Argentina and obtain central bank approval for any dividends or distributions to the parent company. While we have balances denominated in Argentine pesos that relate to accounts payable and employee-related liabilities and tax receivables and liabilities, the majority of Cerro Negro’s activity has historically been denominated in U.S. dollars. Additionally, a component of the deferred tax liability is carried in Argentine pesos, which is impacted by fluctuations in the Argentine peso exchange rate. The currency controls have not had a significant impact on our financial statements in the third quarter of 2019 but could result in a material impact in the future if the currency controls are extended beyond December 31, 2019.

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Our Merian mine is located in the country of Suriname, which has been considered a hyperinflationary environment in recent years with a cumulative inflation rate of over 100% for the last three years. Although we have balances denominated in Surinamese dollars that relate to labor and payroll liabilities, substantially all of Merian’s activity is denominated in U.S. dollars. As a result, our exposure to fluctuations in the Surinamese dollar exchange rate is not significant to Newmont’s financial statements.

Our Cerro Negro mine, which was acquired as part of the Newmont Goldcorp transaction, is located in Argentina, which has been considered a hyperinflationary environment with a cumulative inflation rate of over 100% for the last three years. We have determined the U.S. dollar to be the functional currency of Cerro Negro. While we have balances denominated in Argentine pesos that relate to labor, payroll and tax liabilities, the majority of Cerro Negro’s activity is denominated in U.S. dollars. Additionally, a component of the deferred tax liability is carried in Argentine pesos, which is impacted by fluctuations in the Argentine peso exchange rate.

Liquidity and Capital Resources

Liquidity Overview

We have a disciplined cash management strategy of maintaining financial flexibility to execute our capital priorities and provide long-term value to our shareholders. Consistent with that strategy, we aim to self-fund development projects and make strategic partnerships focused on profitable growth, while reducing our debt and returning cash to stockholders through dividends.

At JuneSeptember 30, 2019, the Company had $1,827$2,712 in Cash and cash equivalents, of which $1,064$1,241 was held in foreign subsidiaries and is primarily held in U.S. dollar denominated accounts with the remainder in foreign currencies readily convertible to U.S. dollars. At JuneSeptember 30, 2019, $395$431 of the consolidated cash and cash equivalents was attributable to noncontrolling interests primarily related to our Peru and Suriname operations, which is being held to fund those operations. At JuneSeptember 30, 2019, $928$1,093 in consolidated cash and cash equivalents ($548676 attributable to Newmont) was held at certain foreign subsidiaries that, if repatriated, may be subject to withholding taxes. We expect that there would be no additional tax burden upon repatriation after considering the cash cost associated with the withholding taxes. We believe that our liquidity and capital resources from U.S. operations are adequate to fund our U.S. operations and corporate activities.

During the secondthird quarter of 2019, we received net proceeds of $690 from the issuance of Senior Notes due in 2029. The proceeds from this issuance were primarily used $1,720 of our Cash and cash equivalents in connection with the Newmont Goldcorp transaction and the one-time special dividend. Our Debt balances also increased by approximately $2,000 due to the acquired Goldcorp senior notes and the subsequent like-for-like exchange of a portion ofrepay the outstanding notes. In Julybalance on our 2019 we made an initial

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TableSenior Notes of Contents

cash capital contribution of $90 to NGM pursuant to the Nevada JV Agreement.$626 on October 1, 2019. We believe our existing consolidated Cash and cash equivalents, available capacity on our revolving credit facility, and cash generated from continuing operations will be adequate to satisfy working capital needs, fund future growth, meet debt obligations, (including the $626 payment due October 1, 2019 on our 2019 senior notes), pay dividends and meet other liquidity requirements for the foreseeable future. At JuneSeptember 30, 2019, no borrowings were outstanding under our revolving credit facility.

Our financial position was as follows:

    At June 30,     

At December 31, 

At September 30, 

At December 31, 

    

2019

    

2018

 

    

2019

    

2018

 

Cash and cash equivalents

$

1,827

$

3,397

$

2,712

$

3,397

Debt

6,101

4,044

6,765

4,044

Lease and other financing obligations

671

217

697

217

Net Debt

    

$

4,945

    

$

864

    

$

4,750

    

$

864

Borrowing capacity on revolving credit facility

$

2,929

$

2,914

$

2,940

$

2,914

Cash Flows

Our Condensed Consolidated Statements of Cash Flows are summarized as follows:

June 30, 

September 30, 

    

2019

    

2018

 

    

2019

    

2018

 

Net cash provided by (used in) operating activities of continuing operations

$

875

$

667

$

1,668

$

1,095

Net cash provided by (used in) operating activities of discontinued operations

(5)

(5)

(7)

(8)

Net cash provided by (used in) operating activities

$

870

$

662

$

1,661

$

1,087

Net cash provided by (used in) investing activities

$

(379)

$

(517)

$

(817)

$

(884)

Net cash provided by (used in) financing activities

$

(2,036)

$

(231)

$

(1,506)

$

(346)

Net cash provided by (used in) operating activities of continuing operations was $875$1,668 during the sixnine months ended JuneSeptember 30, 2019, an increase of $208$573 from the sixnine months ended JuneSeptember 30, 2018, primarily due to higher sales from the

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Newmont Goldcorp transaction and a higher average realized gold price, partially offset by higher amounts$185 paid for Newmont Goldcorp transaction and integration costs, and$26 for Nevada JV Agreement transaction and integration costs, higher interest expense due to higher debt balances and costs incurred while the Peñasquito and Musselwhite mines were not operational.

Net cash provided by (used in) investing activities was $ (379)$(817) during the sixnine months ended JuneSeptember 30, 2019, a decrease in cash used of $138$67 from the sixnine months ended JuneSeptember 30, 2018, primarily due to cash acquired in the Newmont Goldcorp transaction, higher Return of investment from equity method investees related to Pueblo Viejo, higher Proceeds from sale of investments and $20 in proceeds from the sale of exploration properties in North America, partially offset by higher Additions to property, plant and mine development in 2019 driven by higher capital expenditures on sustaining capital and higher Purchases of investments during the sixnine months ended JuneSeptember 30, 2019 primarily related to the acquisition of convertible debt issued by Continental Gold, Inc. and marketable securities.

Net cash provided by (used in) financing activities was $(2,036)$(1,506) during the sixnine months ended JuneSeptember 30, 2019, an increase in cash used of $1,805$1,160 from the sixnine months ended JuneSeptember 30, 2018, primarily due to the repayment of a term loan and revolving credit facility acquired in the Newmont Goldcorp transaction totaling $1,250, higher Dividends paid to common stockholders due to the payment of the one-time special dividend of $470 and increased dividends due to an increase in the number of shares outstanding in the second quarter of 2019, proceeds from the sale of noncontrolling interests in 2018, higher Payments on lease and other financing obligations and higher net distributions to noncontrolling interests, partially offset by net proceeds of $690 from the issuance of the 2029 Senior Notes and no Repurchase of common stock during the sixnine months ended JuneSeptember 30, 2019.

Capital Expenditures

Cash generated from operations is used to execute our capital priorities, which include sustaining and developing our global portfolio of long-lived assets. We consider sustaining capital as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations, or related to projects at existing operations where these projects will enhance production or reserves, are considered non-sustaining or development capital.

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Table In addition, with the successful consummation of Contentsthe Newmont Goldcorp transaction, the Company is focused on reprioritization of development projects in its pipeline to ensure that it executes on its capital priorities and provides long-term value to shareholders. The Company’s decision to reprioritize or abandon a development project could result in a future impairment charge.

For the sixnine months ended JuneSeptember 30, 2019 and 2018, we had Additions to property, plant and mine development as follows:

2019

    

2018

    

2019

    

2018

    

Development

    

Sustaining

Development

    

Sustaining

Development

    

Sustaining

Development

    

Sustaining

Projects

Capital

    

Total

Projects

Capital

    

Total

Projects

Capital

    

Total

Projects

Capital

    

Total

Nevada

$

9

$

110

$

119

$

29

$

110

$

139

North America

33

74

107

18

18

$

66

$

172

$

238

$

$

24

$

24

South America

79

50

129

52

38

90

125

84

209

80

64

144

Australia

25

81

106

18

69

87

43

125

168

24

104

128

Africa

57

61

118

114

33

147

98

88

186

170

58

228

Nevada

39

160

199

36

183

219

Corporate and other

15

1

16

6

6

13

9

22

1

8

9

Accrual basis

$

218

$

377

$

595

$

213

$

274

$

487

$

384

$

638

$

1,022

$

311

$

441

$

752

Decrease (increase) in non-cash adjustments

10

2

11

11

Cash basis

$

605

$

489

$

1,033

$

763

For the sixnine months ended JuneSeptember 30, 2019, development projects included the Turquoise Ridge joint venture 3rd shaft in Nevada; Borden and Musselwhite Materials Handling in North America; Quecher Main and Yanacocha Sulfides projects in South America; the Tanami Expansion 2 in Australia; and Ahafo Mill Expansion, Subika Underground and Ahafo North in Africa.Africa; and the Turquoise Ridge 3rd shaft in Nevada. For the sixnine months ended JuneSeptember 30, 2018, development projects included Twin Creeks Underground in Nevada, Merian and Quecher Main in South America,America; the Tanami Expansion 2 project in Australia andAustralia; Subika Underground, Ahafo North and the Ahafo Mill Expansion in Africa.Africa; and Twin Creeks Underground in Nevada.

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For the sixnine months ended JuneSeptember 30, 2019 and 2018, sustaining capital included the following:

Nevada. Capital expenditures primarily related to underground mine development, tailings facility construction and capitalized component purchases.
North America. Capital expenditures primarily related to underground mine development, tailings facility construction, mining equipment and capitalized component purchases.
South America. Capital expenditures primarily related to capitalized component purchases, mining equipment, reserves drilling conversion, underground mine development and infrastructure improvements.
Australia. Capital expenditures primarily related to equipment and capitalized component purchases, underground mine development and tailings and support facilities.
Africa. Capital expenditures primarily related to underground mine development, capitalized component purchases and tailings facility expansion.
Nevada. Capital expenditures primarily related to surface and underground mine development, tailings facility construction and capitalized component purchases.

Additionally, during the first quarter of 2019, the Company completed the Tanami Power project in Australia which included the construction of a gas pipeline to the Tanami site, and construction and operation of two on-site power stations. The gas pipeline and two on-site power stations qualify as finance leases with lease obligations of $198$186 as of JuneSeptember 30, 2019.

Refer to our global project pipeline discussion above for additional details. Refer to Note 45 to our Condensed Consolidated Financial Statements and Part I, Item 2 Non-GAAP Financial Measures All-In Sustaining Costs for further information.

Debt and Corporate Revolving Credit Facilities

There were no material changes to our debt and corporate revolving credit facilities since December 31, 2018, except as noted in Note 2325 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2018, for information regarding our debt and corporate revolving credit facilities.

Debt Covenants

There were no material changes to our debt covenants, except as noted in Note 2325 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2018, for information regarding our debt covenants.

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At JuneSeptember 30, 2019, we were in compliance with all existing debt covenants and provisions related to potential defaults.

Contractual Obligations

Contractual obligations have increased since December 31, 2018, due to the Newmont Goldcorp transaction. Refer to Note 3 for additional information about the Newmont Goldcorp transaction including additional information regarding employee related benefits, unrecognized tax benefits, silver streaming agreement and other liabilities; Note 6,7, for additional information regarding remediationreclamation and reclamationremediation liabilities; Note 2325 for additional information regarding debt and Note 2426 for additional information regarding lease and other financing obligations and operating leases of our Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2018 for information regarding our contractual obligations.

Off-Balance Sheet Arrangements

ThereDue to the Newmont Goldcorp transaction and formation of NGM, off-balance sheet arrangements have changed since December 31, 2018. Refer to Note 25 to the Condensed Consolidated Financial Statements for additional information on the changes due to the Newmont Goldcorp transaction. Upon formation of NGM, we extinguished $1,374 of outstanding surety bonds, bank letters of credit and bank guarantees related to our contributed Nevada mining operations to the JV. As of September 30, 2019 NGM has established surety bonds and bank letters of credit for the combined Nevada mining operations of which our 38.5% interest is $792. Except as previously noted, there were no material changes in our off-balance sheet arrangements since December 31, 2018, except as noted in Note 23 to the Condensed Consolidated Financial Statements.2018. Refer to Part II, Item 7 in our annual report on Form 10-K, for the year ended December 31, 2018, for information regarding our off-balance sheet arrangements.

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Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. We perform a comprehensive review of our reclamation and remediation liabilities annually and review changes in facts and circumstances associated with these obligations at least quarterly. In JuneFor the nine months ended September 30, 2019 the Company reviewedreclamation and remediation adjustments primarily related to an update of the project cost estimates at the Dawn remediation site and water management costs at the Con Mine, resultingthat resulted in increases of $26, $9 and $6,$4 at the Dawn, Mule Canyon and Northumberland sites, respectively, as well as increased water management cost estimates of $11 at the Con Mine. In July 2019, the company performed a comprehensive review of the reclamation and remediation liabilities related to the current and former operations acquired in the Newmont Goldcorp transaction, resulting in an increase of $271 to our reclamation and remediation liabilities. Included in our environmental liabilities as at June 30, 2019 is $677 relatingRefer to Note 3 to the NewmontCondensed Consolidated Financial Statements for further information on the Goldcorp transaction that closedtransaction. The formation of NGM resulted in a net decrease of $26 to our reclamation and remediation liabilities. Refer to Note 4 to the Condensed Consolidated Financial Statements for further information on April 18, 2019.the formation of NGM.

For a complete discussion of the factors that influence our reclamation obligations and the associated risks, refer to Part II, Item 7, Managements’ Discussion and Analysis of Consolidated Financial Condition and Results of Operations under the headings “Environmental” and “Critical Accounting Policies” and refer to Part I, Item 1A, Risk Factors under the heading “Mine closure, reclamation and remediation costs for environmental liabilities may exceed the provisions we have made” for the year ended December 31, 2018, filed February 21, 2019 on Form 10-K.

For more information on the Company’s reclamation and remediation liabilities, see Notes 6, 237, 25 and 2931 to the Condensed Consolidated Financial Statements.

Non-GAAP Financial Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by U.S. generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Unless otherwise noted, we present the Non-GAAP financial measures of our continuing operations in the tables below. For additional information regarding our discontinued operations, see Note 1113 to the Condensed Consolidated Financial Statements.

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Earnings before interest, taxes and depreciation and amortization and Adjusted earnings before interest, taxes and depreciation and amortization

Management uses Earnings before interest, taxes and depreciation and amortization (“EBITDA”) and EBITDA adjusted for non-core or certain items that have a disproportionate impact on our results for a particular period (“Adjusted EBITDA”) as non-GAAP measures to evaluate the Company’s operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, net income (loss), operating income (loss), or cash flow from operations as those terms are defined by GAAP, and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. Although Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements by other companies, our calculation of Adjusted EBITDA is not necessarily comparable to such other similarly titled captions of other companies. The Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Management’s determination of the components of Adjusted EBITDA are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to EBITDA and Adjusted EBITDA as follows:

Three Months Ended 

Six Months Ended 

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

 

Net income (loss) attributable to Newmont stockholders

$

(25)

$

292

$

62

$

484

Net income (loss) attributable to noncontrolling interests

25

6

57

5

Net loss (income) from discontinued operations (1)

26

(18)

52

(40)

Equity loss (income) of affiliates

(26)

7

(21)

16

Income and mining tax expense (benefit)

20

18

145

123

Depreciation and amortization

487

279

799

580

Interest expense, net

82

49

140

102

EBITDA

$

589

$

633

$

1,234

$

1,270

Adjustments:

Goldcorp transaction and integration costs (2)

$

114

$

$

159

$

Change in fair value of investments (3)

(35)

(5)

(56)

(5)

Loss (gain) on asset and investment sales (4)

(32)

(100)

(33)

(99)

Reclamation and remediation charges (5)

32

8

32

8

Nevada JV transaction and integration costs (6)

11

23

Impairment of long-lived assets (7)

1

Restructuring and other (8)

9

5

15

Impairment of investments (9)

1

Adjusted EBITDA

$

679

$

545

$

1,366

$

1,189

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Three Months Ended 

Nine Months Ended 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

 

Net income (loss) attributable to Newmont stockholders

$

2,178

$

(145)

$

2,240

$

339

Net income (loss) attributable to noncontrolling interests

26

21

83

26

Net loss (income) from discontinued operations (1)

48

(16)

100

(56)

Equity loss (income) of affiliates

(32)

9

(53)

25

Income and mining tax expense (benefit)

558

3

703

126

Depreciation and amortization

548

299

1,347

879

Interest expense, net

77

51

217

153

EBITDA

$

3,403

$

222

$

4,637

$

1,492

Adjustments:

Gain on formation of Nevada Gold Mines (2)

$

(2,366)

$

$

(2,366)

$

Goldcorp transaction and integration costs (3)

26

185

Change in fair value of investments (4)

(19)

26

(75)

21

Reclamation and remediation charges (5)

17

49

8

Loss (gain) on asset and investment sales (6)

1

(1)

(32)

(100)

Nevada JV transaction and integration costs (7)

3

26

Restructuring and other (8)

10

1

15

16

Impairment of long-lived assets (9)

3

366

4

366

Impairment of investments (10)

1

2

Emigrant leach pad write-down (11)

22

22

Adjusted EBITDA

$

1,079

$

636

$

2,445

$

1,825

(1)Net loss (income) from discontinued operations relates to (i) adjustments in our Holt royalty obligation, presented net of tax expense (benefit) of $-, $5,$6, $- and $9,$15, respectively, and (ii) adjustments to our Batu Hijau Contingent Consideration, presented net of tax expense (benefit) of $-, $-$(1), $-, and $1,$-, respectively. For additional information regarding our discontinued operations, see Note 1113 to our Condensed Consolidated Financial Statements.
(2)Gain on formation of Nevada Gold Mines represents the difference between the fair value of our 38.5% interest in NGM and the carrying value of the Nevada mining operations contributed. For additional information regarding NGM, see Note 4 to our Condensed Consolidated Financial Statements.
(3)Goldcorp transaction and integration costs, included in Other expense, net, primarily represents costs incurred related to the Newmont Goldcorp transaction during 2019.
(3)(4)Change in fair value of marketable equity securities, included in Other income, net, primarily represents unrealized holding gains and losses on marketable equity securities and our investment instruments in Continental Gold Inc. For additional information regarding our investment in Continental, see Note 1820 to our Condensed Consolidated Financial Statements.
(4)(5)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to remediation plans at the Company’s former historic mining operations. The 2019 charges include adjustments related to a review of the project cost estimates at the Dawn remediation site, as well as increased water management costs at the Con Mine.
(6)Loss (gain) on asset and investment sales, included in Other income, net, primarily represents a gain on the sale of exploration land in 2019 and a gain from the exchange of certain royalty interests for cash consideration and an equity ownership and warrants in Maverix in 2018.
(5)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to remediation plans at the Company’s former historic mining operations
(6)(7)Nevada JV transaction and integration costs, included in Other expense, net, primarily represents costs incurred related to the Nevada JV Agreement, including hostile defense fees, during 2019.
(7)(8)Restructuring and other, net included in Other expense, net, primarily represents certain costs associated with severance and employee-related benefits, and legal and other settlements of $2, $1, $7, $16. Restructuring and other, net included in Other income, net, primarily represents pension curtailments of $8, $-, $8, $-.
(9)Impairment of long-lived assets, included in Other expense, netImpairment of long-lived assets, represents non-cash write-downs of long-lived assets. The 2018 impairments relate to long-lived assets in North America in the third quarter of 2018.
(8)Restructuring and other, included in Other expense, net, represents certain costs associated with severance, legal and other settlements
(9)(10)Impairment of investments, included in Other income, net, represents other-than-temporary impairments of other investments.
(11)The Emigrant leach pad write-down, included in Costs applicable to sales, represents a write-down to reduce the carrying value of the leach pad to net realizable value at Emigrant due to a change in mine plan resulting in a significant decrease in mine life in the third quarter of 2018.

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Additionally, the Company uses Pueblo Viejo EBITDA as a non-GAAP measure to evaluate the operating performance of its investment in the Pueblo Viejo mine. Pueblo Viejo EBITDA does not represent, and should not be considered an alternative to, Equity income (loss) of affiliates, as defined by GAAP, and does not necessarily indicate whether cash distributions from Pueblo Viejo will match Pueblo Viejo EBITDA or earnings from affiliates. Although the Company has the ability to exert significant influence, it does not have direct control over the operations or resulting revenues and expenses, nor does it proportionately consolidate its investment in Pueblo Viejo. The Company believes that Pueblo Viejo EBITDA provides useful information to investors and others in understanding and evaluating the operating results of its investment in Pueblo Viejo, in the same manner as management and the Board of Directors. Equity income (loss) of affiliates is reconciled to Pueblo Viejo EBITDA as follows:

Three Months Ended 

Six Months Ended

June 30, 

June 30, 

Three Months Ended 

Nine Months Ended 

2019

    

2018

    

2019

    

2018

September 30, 

September 30, 

2019

    

2018

    

2019

    

2018

Equity income (loss) of affiliates (1)

$

26

$

(7)

$

21

$

(16)

$

32

$

(9)

$

53

$

(25)

Equity income (loss) of affiliates, excluding Pueblo Viejo (1)

(7)

(5)

(16)

(7)

(9)

(12)

(25)

Equity income (loss) of affiliates, Pueblo Viejo (1)

26

26

39

65

Reconciliation of Pueblo Viejo on attributable basis:

Income and mining tax expense (benefit)

24

24

Income and mining tax benefit (expense)

20

44

Depreciation and amortization

24

24

21

45

Interest expense, net

Pueblo Viejo EBITDA

$

74

$

$

74

$

$

80

$

$

154

$

(1) See Note 1012 to the Condensed Consolidated Financial Statements.

Adjusted net income (loss)

Management uses Adjusted net income (loss) to evaluate the Company’s operating performance and for planning and forecasting future business operations. The Company believes the use of Adjusted net income (loss) allows investors and analysts to understand the results of the continuing operations of the Company and its direct and indirect subsidiaries relating to the sale of products, by excluding certain items that have a disproportionate impact on our results for a particular period. Adjustments to continuing operations are presented before tax and net of our partners’ noncontrolling interests, when applicable. The tax effect of adjustments is presented in the Tax effect of adjustments line and is calculated using the applicable regional tax rate. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to Adjusted net income (loss) as follows:

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Adjusted net income (loss) as follows:

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

 

Net income (loss) attributable to Newmont stockholders

$

(25)

$

292

$

62

$

484

$

2,178

$

(145)

$

2,240

$

339

Net loss (income) attributable to Newmont stockholders from discontinued operations (1)

26

(18)

52

(40)

48

(16)

100

(56)

Net income (loss) attributable to Newmont stockholders from continuing operations

1

274

114

444

2,226

(161)

2,340

283

Goldcorp transaction and integration costs (2)

114

159

Change in fair value of investments (3)

(35)

(5)

(56)

(5)

Reclamation and remediation charges, net (4)

32

8

32

8

Loss (gain) on asset and investment sales, net (5)

(30)

(99)

(31)

(99)

Nevada JV transaction and integration costs (6)

11

23

Impairment of long-lived assets (7)

1

Gain on formation of Nevada Gold Mines (2)

(2,366)

(2,366)

Goldcorp transaction and integration costs (3)

26

185

Change in fair value of investments (4)

(19)

26

(75)

21

Reclamation and remediation charges, net (5)

17

49

8

Loss (gain) on asset and investment sales, net (6)

1

(1)

(30)

(100)

Nevada JV transaction and integration costs (7)

3

26

Restructuring and other, net (8)

7

5

12

10

1

15

13

Impairment of investments (9)

1

Tax effect of adjustments (10)

(5)

18

(13)

16

Valuation allowance and other tax adjustments (11)

4

(59)

33

(47)

Impairment of long-lived assets (9)

2

366

3

366

Impairment of investments (10)

1

2

Emigrant leach pad write-down (11)

29

29

Tax effect of adjustments (12)

439

(104)

426

(88)

Valuation allowance and other tax adjustments (13)

(48)

19

(15)

(28)

Adjusted net income (loss)

$

92

$

144

$

268

$

329

$

292

$

175

$

560

$

504

Net income (loss) per share, basic (12)

$

(0.03)

$

0.55

$

0.10

$

0.91

Net income (loss) per share, basic (14)

$

2.66

$

(0.27)

$

3.16

$

0.64

Net loss (income) attributable to Newmont stockholders from discontinued operations

0.03

(0.03)

0.08

(0.07)

0.06

(0.04)

0.14

(0.11)

Net income (loss) attributable to Newmont stockholders from continuing operations

0.52

0.18

0.84

2.72

(0.31)

3.30

0.53

Gain on formation of Nevada Gold Mines

(2.88)

(3.34)

Goldcorp transaction and integration costs

0.14

0.24

0.03

0.26

Change in fair value of investments

(0.05)

(0.01)

(0.09)

(0.01)

(0.02)

0.05

(0.10)

0.04

Reclamation and remediation charges, net

0.04

0.01

0.05

0.01

0.02

0.07

0.01

Loss (gain) on asset and investment sales, net

(0.04)

(0.18)

(0.05)

(0.18)

(0.01)

(0.04)

(0.19)

Nevada JV transaction and integration costs

0.02

0.05

0.05

Restructuring and other, net

0.01

0.03

0.02

Impairment of long-lived assets

0.69

0.69

Restructuring and other, net

0.01

0.02

Impairment of investments

Emigrant leach pad write-down

0.05

0.05

Tax effect of adjustments

0.03

(0.02)

0.03

0.54

(0.18)

0.60

(0.15)

Valuation allowance and other tax adjustments

0.01

(0.11)

0.05

(0.09)

(0.06)

0.04

(0.04)

(0.05)

Adjusted net income (loss) per share, basic

$

0.12

$

0.27

$

0.41

$

0.62

$

0.36

$

0.33

$

0.79

$

0.95

Net income (loss) per share, diluted (12)

$

(0.03)

$

0.54

$

0.10

$

0.90

Net income (loss) per share, diluted (14)

$

2.65

$

(0.27)

$

3.16

$

0.63

Net loss (income) attributable to Newmont stockholders from discontinued operations

0.03

(0.03)

0.08

(0.07)

0.06

(0.04)

0.14

(0.10)

Net income (loss) attributable to Newmont stockholders from continuing operations

0.51

0.18

0.83

2.71

(0.31)

3.30

0.53

Gain on formation of Nevada Gold Mines

(2.88)

(3.34)

Goldcorp transaction and integration costs

0.14

0.24

0.03

0.26

Change in fair value of investments

(0.05)

(0.01)

(0.09)

(0.01)

(0.02)

0.05

(0.10)

0.04

Reclamation and remediation charges, net

0.04

0.01

0.05

0.01

0.02

0.07

0.01

Loss (gain) on asset and investment sales, net

(0.04)

(0.18)

(0.05)

(0.18)

(0.01)

(0.04)

(0.19)

Nevada JV transaction and integration costs

0.02

0.05

0.05

Restructuring and other, net

0.01

0.03

0.02

Impairment of long-lived assets

0.69

0.68

Restructuring and other, net

0.01

0.02

Impairment of investments

Emigrant leach pad write-down

0.05

0.05

Tax effect of adjustments

0.03

(0.02)

0.03

0.54

(0.18)

0.60

(0.16)

Valuation allowance and other tax adjustments

0.01

(0.11)

0.05

(0.09)

(0.05)

0.04

(0.04)

(0.04)

Adjusted net income (loss) per share, diluted

$

0.12

$

0.26

$

0.41

$

0.61

$

0.36

$

0.33

$

0.79

$

0.94

Weighted average common shares (millions):

Basic

766

533

651

534

820

533

708

533

Diluted

768

535

652

535

Diluted (15)

822

535

709

535

(1)Net loss (income) attributable to Newmont stockholders from discontinued operations relates to (i) adjustments in our Holt royalty obligation, presented net of tax expense (benefit) of $-, $5,$6, $- and $9,$15, respectively, and (ii) adjustments to our Batu Hijau Contingent Consideration,

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presented net of tax expense (benefit) of $-, $-$(1), $- and $1$- respectively. For additional information regarding our discontinued operations, see Note 1113 to our Condensed Consolidated Financial Statements.
(2)Gain on formation of Nevada Gold Mines represents the difference between the fair value of our 38.5% interest in NGM and the carrying value of the Nevada mining operations contributed. For additional information regarding NGM, see Note 4 to our Condensed Consolidated Financial Statements.
(3)Goldcorp transaction and integration costs, included in Other expense, net, represents costs incurred related to the Newmont Goldcorp transaction during 2019.

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(3)(4)Change in fair value of marketable equity securities, included in Other income, net, primarily represents unrealized holding gains and losses on marketable equity securities and our investment instruments in Continental Gold Inc. For additional information regarding our investment in Continental, see Note 18 to our Condensed Consolidated Financial Statements.
(4)(5)Reclamation and remediation charges, included in Reclamation and remediation, represent revisions to remediation plans at the Company’s former historic mining operations. The 2019 charges include adjustments related to a review of the project cost estimates at the Dawn remediation site, as well as increased water management costs at the Con Mine.
(5)(6)Loss (gain) on asset and investment sales, included in Other income, net, primarily represents a gain on the sale of exploration property in North America in 2019 and a gain from the exchange of certain royalty interests for cash consideration and an equity ownership and warrants in Maverix in 2018. Amounts are presented net of income (loss) attributable to noncontrolling interestinterests of $2, $1,$-, $-, $2 and $-, respectively.
(6)(7)Nevada JV transaction and integration costs, included in Other expense, net, primarily represents costs incurred related to the Nevada JV Agreement, including hostile defense fees, during 2019.
(7)Impairment of long-lived assets, included in Other expense, net, represents non-cash write-downs of long-lived assets.
(8)Restructuring and other, net included in Other expense, net, primarily represents certain costs associated with severance and employee-related benefits, and legal and other settlements.settlements of $2, $1, $7, $16. Restructuring and other, net included in Other income, net, primarily represents pension curtailments of $8, $-, $8, $-Amounts are presented net of income (loss) attributable to noncontrolling interests of $-, $-, $- and $(3), respectively.
(9)Impairment of long-lived assets, included in Impairment of long-lived assets, represents non-cash write-downs of long-lived assets. The 2018 impairments relate to long-lived assets in North America in the third quarter of 2018. Amounts are presented net of income (loss) attributable to noncontrolling interests of $(1), $-, $(2),$(1) and $- and $(3), respectively.
(9)(10)Impairment of investments, included in Other income, net, represents other-than-temporary impairments of other investments.
(10)(11)The Emigrant leach pad write-down, included in Costs applicable to sales and Depreciation and amortization, represents a write-down to reduce the carrying value of the leach pad to net realizable value at Emigrant due to a change in mine plan resulting in a significant decrease in mine life in the third quarter of 2018.
(12)The tax effect of adjustments, included in Income and mining tax benefit (expense), represents the tax effect of adjustments in footnotes (2) through (9)(11), as described above, and are calculated using the applicable regional tax rate.
(11)(13)Valuation allowance and other tax adjustments, included in Income and mining tax benefit (expense), is recorded for items such as foreign tax credits, alternative minimum tax credits, capital losses, and disallowed foreign losses.losses, and the effects of changes in foreign currency exchange rates on deferred tax assets and deferred tax liabilities. The adjustment in the three and sixnine months ended JuneSeptember 30, 2019 is due to increases or (decreases) to net operating losses, tax credit carryovers and other deferred tax assets subject to valuation allowance of $(5)$87 and $25$111 respectively, the effects of changes in foreign exchange rates on deferred tax assets and liabilities of $(147) and $(150), respectively, additions to the reserve for uncertain tax positions of $7 and $21, respectively and other tax adjustments of $7$8 and $7,$5, respectively. The adjustment in the three and sixnine months ended JuneSeptember 30, 2018 is due to increases to net operating losses, tax credit carryovers and other deferred tax assets of $13 and $32, respectively, and other tax adjustments of $5 and $4 respectively. The adjustment in the nine months ended September 30, 2018 is also due to a second quarter reduction to the provisional expense for the Tax Cuts and Jobs Act of $(45), a second quarter release of valuation allowance on capital losses of $(15), increases to net operating losses and other deferred tax assets at Yanacocha of $- and $11, respectively, and other tax adjustments of $1 and $7, respectively.. Amounts are presented net of income (loss) attributable to noncontrolling interests of $2, $-$(3), $1, $(2) and $(5)$(4), respectively.
(12)(14)Per share measures may not recalculate due to rounding.
(15)Adjusted net income (loss) per diluted share is calculated using diluted common shares, which are calculated in accordance with U.S. GAAP.

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Free Cash Flow

Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Net cash provided by (used in) operating activities less Net cash provided by (used in) operating activities of discontinued operations less Additions to property, plant and mine development as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.

The presentation of non-GAAP Free Cash Flow is not meant to be considered in isolation or as an alternative to net income as an indicator of the Company’s performance, or as an alternative to cash flows from operating activities as a measure of liquidity as those terms are defined by GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. The Company’s definition of Free Cash Flow is limited in that it does not represent residual cash flows available for discretionary

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expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, the Company believes it is important to view Free Cash Flow as a measure that provides supplemental information to the Company’s Condensed Consolidated Statements of Cash Flows.

The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Net cash provided by (used in) operating activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow, as well as information regarding Net cash provided by (used in) investing activities and Net cash provided by (used in) financing activities.

Six Months Ended June 30, 

Nine Months Ended September 30, 

    

2019

2018

  

    

2019

2018

  

Net cash provided by (used in) operating activities

$

870

$

662

$

1,661

$

1,087

Less: Net cash used in (provided by) operating activities of discontinued operations

5

5

7

8

Net cash provided by (used in) operating activities of continuing operations

875

667

1,668

1,095

Less: Additions to property, plant and mine development

(605)

(489)

(1,033)

(763)

Free Cash Flow

$

270

$

178

$

635

$

332

Net cash provided by (used in) investing activities (1)

$

(379)

$

(517)

$

(817)

$

(884)

Net cash provided by (used in) financing activities

$

(2,036)

$

(231)

$

(1,506)

$

(346)

(1)Net cash provided by (used in) investing activities includes Additions to property, plant and mine development, which is included in the Company’s computation of Free Cash Flow.

Costs applicable to sales per ounce/gold equivalent ounce

Costs applicable to sales per ounce/gold equivalent ounce are non-GAAP financial measures. These measures are calculated by dividing the costs applicable to sales of gold and other metals by gold ounces or gold equivalent ounces sold, respectively. These measures are calculated for the periods presented on a consolidated basis. Costs applicable to sales per ounce/gold equivalent ounce statistics are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measures.

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Costs applicable to sales per ounce

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

 

Costs applicable to sales (1)(2)

$

1,245

$

919

$

2,180

$

1,901

$

1,232

$

952

$

3,412

$

2,853

Gold sold (thousand ounces)

1,636

1,224

2,974

2,536

1,682

1,378

4,656

3,914

Costs applicable to sales per ounce (2)(3)

$

759

$

751

$

733

$

750

$

733

$

691

$

733

$

729

(1)Includes by-product credits of $21$31 and $29$60 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, and $18$10 and $31$41 during the three and sixnine months ended JuneSeptember 30, 2018, respectively.
(2)Excludes Depreciation and amortization and Reclamation and remediation.
(3)Per ounce measures may not recalculate due to rounding.

Costs applicable to sales per gold equivalent ounce

Three Months Ended 

Six Months Ended 

Three Months Ended 

Nine Months Ended 

June 30, 

June 30, 

September 30, 

September 30, 

    

2019

    

2018

    

2019

    

2018

 

    

2019

    

2018

    

2019

    

2018

 

Costs applicable to sales (1)(2)

$

121

$

46

$

164

$

93

$

160

$

43

$

324

$

136

Gold equivalent ounces - other metals (thousand ounces) (2)(3)

93

59

144

117

213

60

357

177

Costs applicable to sales per ounce (3)(4)

$

1,308

$

786

$

1,146

$

796

$

747

$

713

$

908

$

768

91

Table of Contents

(1)Includes by-product credits of $2$- and $2 during the three and sixnine months ended JuneSeptember 30, 2019, respectively, and $1 and $2$3 during the three and sixnine months ended JuneSeptember 30, 2018, respectively.
(2)Excludes Depreciation and amortization and Reclamation and remediation.
(3)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.) and Zinc ($1.05/lb.) pricing for 2019 and Gold ($1,250/oz.) and Copper ($2.70/lb.) pricing for 2018.
(3)(4)Per ounce measures may not recalculate due to rounding.

All-In Sustaining Costs

Newmont has developed a metric that expands on GAAP measures, such as cost of goods sold, and non-GAAP measures, such as Costs applicable to sales per ounce, to provide visibility into the economics of our mining operations related to expenditures, operating performance and the ability to generate cash flow from our continuing operations.

Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all of the expenditures incurred to discover, develop and sustain production. Therefore, we believe that all-in sustaining costs is a non-GAAP measure that provides additional information to management, investors and analysts that aid in the understanding of the economics of our operations and performance compared to other producers and provides investors visibility by better defining the total costs associated with production.

All-in sustaining cost (“AISC”) amounts are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles, policies applied and in accounting frameworks such as in International Financial Reporting Standards (“IFRS”), or by reflecting the benefit from selling non-gold metals as a reduction to AISC. Differences may also arise related to definitional differences of sustaining versus development (i.e. non-sustaining) capital activities based upon each company’s internal policies.

The following disclosure provides information regarding the adjustments made in determining the all-in sustaining costs measure:

Costs applicable to sales. Includes all direct and indirect costs related to current production incurred to execute the current mine plan. We exclude certain exceptional or unusual amounts from Costs applicable to sales (“CAS”), such as significant revisions to recovery amounts. CAS includes by-product credits from certain metals obtained during the process of extracting and processing the primary ore-body. CAS is accounted for on an accrual basis and excludes Depreciation and amortization and Reclamation and remediation, which is consistent with our presentation of CAS on the Condensed Consolidated Statements of Operations. In determining AISC, only the CAS associated with producing and selling an ounce of gold is included in the measure. Therefore, the

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amount of gold CAS included in AISC is derived from the CAS presented in the Company’s Condensed Consolidated Statements of Operations less the amount of CAS attributable to the production of other metals at our Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines. The other metals CAS at those mine sites is disclosed in Note 45 to the Condensed Consolidated Financial Statements. The allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines is based upon the relative sales value of gold and other metals produced during the period.

Reclamation costs. Includes accretion expense related to Reclamation liabilities and the amortization of the related Asset Retirement Cost (“ARC”) for the Company’s operating properties. Accretion related to the Reclamation liabilities and the amortization of the ARC assets for reclamation does not reflect annual cash outflows but are calculated in accordance with GAAP. The accretion and amortization reflect the periodic costs of reclamation associated with current production and are therefore included in the measure. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines.

Advanced projects, research and development and exploration. Includes incurred expenses related to projects that are designed to sustain current production and exploration. We note that as current resources are depleted, exploration and advanced projects are necessary for us to replace the depleting reserves or enhance the recovery and processing of the current reserves to sustain production at existing operations. As these costs relate to sustaining our production, and are considered a continuing cost of a mining company, these costs are included in the AISC measure. These costs are derived from the Advanced projects, research and

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Table of Contents

development and Exploration amounts presented in the Condensed Consolidated Statements of Operations less incurred expenses related to the development of new operations, or related to major projects at existing operations where these projects will materially benefit the operation in the future. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines.

General and administrative. Includes costs related to administrative tasks not directly related to current production, but rather related to support our corporate structure and fulfill our obligations to operate as a public company. Including these expenses in the AISC metric provides visibility of the impact that general and administrative activities have on current operations and profitability on a per ounce basis.

Other expense, net. We exclude certain exceptional or unusual expenses from Other expense, net, such as restructuring, as these are not indicative to sustaining our current operations. Furthermore, this adjustment to Other expense, net is also consistent with the nature of the adjustments made to Net income (loss) attributable to Newmont stockholders as disclosed in the Company’s non-GAAP financial measure Adjusted net income (loss). The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines.

Treatment and refining costs. Includes costs paid to smelters for treatment and refining of our concentrates to produce the salable metal. These costs are presented net as a reduction of Sales on our Condensed Consolidated Statements of Operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines.

Sustaining capital and finance lease payments. We determined sustaining capital and finance lease payments as those capital expenditures and finance lease payments that are necessary to maintain current production and execute the current mine plan. Sustaining finance lease payments are included beginning in 2019 in connection with the adoption of ASC 842. Refer to Note 2 in the Condensed Consolidated Financial Statements for further details. We determined development (i.e. non-sustaining) capital expenditures and finance lease payments to be those payments used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation. The classification of sustaining and development capital projects and finance leases is based on a systematic review of our project portfolio in light of the nature of each project. Sustaining capital and finance lease payments are relevant to the AISC metric as these are needed to maintain the Company’s current operations and provide improved transparency related to our ability to finance these expenditures from current operations. The allocation of these costs to gold and other metals is determined using the same allocation used in the allocation of CAS between gold and other metals at the Phoenix, Peñasquito, Boddington, and BoddingtonPhoenix mines.

8893

Table of Contents

Advanced

Advanced

Projects,

Projects,

Research and

Treatment

Sustaining

All-In

Research and

Treatment

Sustaining

All-In

Costs

Development

General

Other

and

Capital and

All-In

Sustaining

Costs

Development

General

Other

and

Capital and

All-In

Sustaining

Three Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Lease Related

Sustaining

Ounces (000)

Costs per

Applicable

Reclamation

and

and

Expense,

Refining

Lease Related

Sustaining

Ounces (000)

Costs per

June 30, 2019

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Costs (7)(8)

  

Costs

  

Sold

  

oz. (9)

 

September 30, 2019

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Costs (7)(8)

  

Costs

  

Sold

  

oz. (9)

 

Gold

Carlin

$

166

$

1

$

5

$

1

$

$

$

35

$

208

183

$

1,138

Phoenix

53

2

1

3

5

64

53

1,211

Twin Creeks

59

1

1

11

72

85

850

Long Canyon

15

1

2

18

44

402

Other Nevada

3

3

Nevada

293

3

6

4

3

56

365

365

1,002

CC&V

77

2

2

1

12

94

82

1,144

$

65

$

$

2

$

$

$

$

13

$

80

73

$

1,087

Red Lake

43

3

14

60

37

1,621

45

2

2

8

57

31

1,872

Musselwhite

12

3

4

19

6

3,307

8

1

2

10

21

Porcupine

63

1

2

10

76

59

1,288

62

1

8

71

84

��

843

Éléonore

75

2

1

12

90

84

1,073

69

9

78

83

932

Peñasquito

27

7

34

19

1,775

39

1

1

18

59

35

1,681

Other North America

1

20

3

24

23

1

1

25

North America

297

3

13

20

1

1

62

397

287

1,383

288

5

6

23

1

1

67

391

306

1,276

Yanacocha

100

14

2

5

8

129

135

955

107

13

4

1

6

131

149

881

Merian

71

1

1

1

12

86

124

696

78

1

2

16

97

127

761

Cerro Negro

63

1

2

1

13

80

100

802

78

11

12

101

118

860

Other South America

2

2

2

2

South America

234

16

5

3

6

33

297

359

827

263

14

17

3

34

331

394

841

Boddington

139

3

3

15

160

175

915

146

3

1

3

19

172

178

958

Tanami

65

1

1

21

88

118

744

64

2

18

84

112

758

Kalgoorlie

50

1

6

57

55

1,035

60

2

2

5

69

61

1,141

Other Australia

1

2

2

5

3

2

2

7

Australia

���

254

5

2

2

3

44

310

348

890

270

5

8

2

3

44

332

351

944

Ahafo

97

1

6

1

30

135

158

850

98

1

5

23

127

157

811

Akyem

70

9

1

1

7

88

119

734

51

8

5

64

107

612

Other Africa

2

2

3

1

4

Africa

167

10

7

2

2

37

225

277

810

149

9

5

3

1

28

195

264

741

Nevada Gold Mines

235

10

5

3

2

2

50

307

334

920

Carlin

8

8

11

854

Phoenix

15

2

17

13

1,187

Twin Creeks

3

3

8

340

Long Canyon

1

1

1

692

Other Nevada

Nevada

262

10

5

3

2

4

50

336

367

915

Corporate and Other

15

50

3

68

18

50

8

76

Total Gold

$

1,245

$

37

$

48

$

81

$

12

$

7

$

232

$

1,662

1,636

$

1,016

$

1,232

$

43

$

59

$

84

$

4

$

8

$

231

$

1,661

1,682

$

987

Gold equivalent ounces - other metals (10)

Phoenix

$

15

$

2

$

$

$

$

1

$

1

$

19

18

$

1,037

Peñasquito

77

1

3

20

101

40

2,536

$

132

$

3

$

1

$

$

$

32

$

45

$

213

173

$

1,226

Boddington

29

2

1

2

34

35

957

28

2

3

33

37

907

Phoenix

3

Total Gold Equivalent Ounces

$

121

$

4

$

1

$

$

$

5

$

23

$

154

93

$

1,646

$

160

$

3

$

1

$

$

$

34

$

48

$

246

213

$

1,155

Consolidated

$

1,366

$

41

$

49

$

81

$

12

$

12

$

255

$

1,816

$

1,392

$

46

$

60

$

84

$

4

$

42

$

279

$

1,907

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $23$31 and excludes co-product revenues of $103.$230.
(3)Includes stockpile and leach pad inventory adjustments of $15$1 at Carlin, $7 at CC&V, $3 at Yanacocha, $12 at Boddington and $15 at Akyem.NGM.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $22$25 and $19,$21, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $14 and $37,$23, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $1 at Musselwhite, $4 at Porcupine, $2 at Carlin,Éléonore, $1 at Phoenix, $2 at Twin Creeks, $7 at Long Canyon,Peñasquito, $2 at Other Nevada,North America, $2 at CC&V, $4 at Yanacocha, $1 at Merian, $2$4 at Cerro Negro, $11$9 at Other South America, $1 at Kalgoorlie, $4$6 at Other Australia, $5$3 at Ahafo, $4 at Akyem, $2$1 at Other Africa, $8 at NGM and $2$23 at Corporate and Other, totaling $52$71 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net is adjusted for Newmont Goldcorp transaction and integration costs of $114 and$26, Nevada JV transaction implementation costs of $11.$3, and restructuring and other costs of $2.
(7)Includes sustaining capital expenditures of $56 for Nevada, $72$98 for North America, $33$34 for South America, $45$44 for Australia, $36$27 for Africa, $50 for Nevada and nil$8 for Corporate and Other, totaling $242$261 and excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $138.$167. The following are major development projects: Borden, Musselwhite Materials Handling, Turquoise Ridge joint venture 3rd shaft, Quecher Main, Yanacocha Sulfides, projects, Tanami Expansion 2, Ahafo North, and Ahafo Mill Expansion.Expansion and Turquoise Ridge 3rd shaft.
(8)Includes finance lease payments for sustaining projects of $13$18 and excludes finance lease payments for development projects of $13.$3.
(9)Per ounce measures may not recalculate due to rounding.
(10)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.), and Zinc ($1.05/lb.) pricing.

8994

Table of Contents

Advanced

Advanced

Projects,

Projects,

Research and

Treatment

All-In

Research and

Treatment

All-In

Costs

Development

General

Other

and

All-In

Sustaining

Costs

Development

General

Other

and

All-In

Sustaining

Three Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Sustaining

Sustaining

Ounces (000)

Costs per

Applicable

Reclamation

and

and

Expense,

Refining

Sustaining

Sustaining

Ounces (000)

Costs per

June 30, 2018

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Capital (7)

  

Costs

  

Sold

  

oz. (8)

 

September 30, 2018

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Capital (7)

  

Costs

  

Sold

  

oz. (8)

 

Gold

Carlin

$

178

$

2

$

5

$

1

$

$

$

42

$

228

187

$

1,216

Phoenix

44

1

2

9

56

53

1,057

Twin Creeks

66

2

1

6

75

86

865

Long Canyon

18

3

21

43

496

Other Nevada

4

1

1

2

8

Nevada

306

2

12

3

1

2

62

388

369

1,047

CC&V

42

3

1

1

9

56

67

845

$

68

$

$

3

$

1

$

$

$

6

$

78

82

$

927

Other North America

North America

42

3

1

1

9

56

67

845

68

3

1

6

78

82

927

Yanacocha

92

9

2

5

108

113

974

116

15

2

1

14

148

156

945

Merian

61

1

1

18

81

102

801

67

1

1

3

12

84

131

631

Other South America

3

3

2

2

South America

153

10

1

3

2

23

192

215

885

183

15

3

4

3

26

234

287

822

Boddington

130

4

5

7

146

177

826

146

2

6

12

166

198

838

Tanami

74

4

17

95

103

936

71

1

1

16

89

122

736

Kalgoorlie

62

1

1

5

69

93

736

56

1

1

4

62

77

804

Other Australia

2

3

(2)

3

3

1

1

5

Australia

266

7

5

3

(2)

5

29

313

373

842

273

4

5

1

6

33

322

397

811

Ahafo

90

1

1

1

6

99

101

990

62

1

1

1

14

79

102

770

Akyem

62

6

1

10

79

99

794

44

5

1

11

61

107

574

Other Africa

1

1

2

2

Africa

152

7

1

2

1

16

179

200

902

106

6

1

3

1

25

142

209

679

Carlin

183

1

5

2

46

237

229

1,035

Phoenix

39

5

1

1

5

51

39

1,306

Twin Creeks

57

1

4

11

73

92

787

Long Canyon

21

4

25

43

577

Other Nevada

1

3

4

Nevada

300

7

11

2

1

69

390

403

969

Corporate and Other

15

51

1

2

69

16

48

2

66

Total Gold

$

919

$

29

$

34

$

63

$

4

$

7

$

141

$

1,197

1,224

$

978

$

930

$

32

$

39

$

59

$

4

$

7

$

161

$

1,232

1,378

$

895

Gold equivalent ounces - other metals (9)

Boddington

$

33

$

$

$

$

$

4

$

2

$

39

47

$

803

Phoenix

$

14

$

1

$

$

$

$

1

$

2

$

18

15

$

1,189

10

4

14

13

1,114

Boddington

32

2

3

37

44

865

Total Gold Equivalent Ounces

$

46

$

1

$

$

$

$

3

$

5

$

55

59

$

948

$

43

$

$

$

$

$

4

$

6

$

53

60

$

867

Consolidated

$

965

$

30

$

34

$

63

$

4

$

10

$

146

$

1,252

$

973

$

32

$

39

$

59

$

4

$

11

$

167

$

1,285

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $19$11 and excludes co-product revenues of $81.$70.
(3)Includes stockpile and leach pad inventory adjustments of $25$5 at Carlin, $14 at Twin Creeks, $1CC&V, $10 at Yanacocha, $18 at AhafoCarlin, and $15$4 at Akyem.Twin Creeks. Total stockpile and leach pad inventory adjustments at Carlin of $40 were adjusted above by $22 related to the write-down at Emigrant due to a change in mine plan, resulting in a significant decrease in mine life in the third quarter of 2018.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $15$17 and $15, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $11 and $11,$3, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $1 at CC&V, $8 at Yanacocha, $1 at Merian, $9 at Other South America, $1 at Tanami, $1 at Kalgoorlie, $1 at Other Australia, $3 at Ahafo, $4 at Akyem, $1 at Other Africa, $3 at Carlin, $1 at Twin Creeks, $6$7 at Long Canyon, $5 at Other Nevada, $1 at CC&V, $12 at Yanacocha, $5 at Merian, $8 at Other South America, $2 at Kalgoorlie, $2 at Other Australia, $4 at Ahafo, $3 at Akyem, $1 at Other Africa and $3$1 at Corporate and Other, totaling $56$46 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net is adjusted for restructuring and other costs of $9.$1.
(7)Excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $112.$107. The following are major development projects: Twin Creeks Underground, Quecher Main, the Merian crusher, Tanami Expansion 2, Ahafo North, Subika Underground, and Ahafo Mill Expansion.Expansion and Twin Creeks Underground.
(8)Per ounce measures may not recalculate due to rounding.
(9)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,250/oz.) and Copper ($2.70/lb.) pricing.

9095

Table of Contents

Advanced

Advanced

Projects,

Projects,

Research and

Treatment

Sustaining

All-In

Research and

Treatment

Sustaining

All-In

Costs

Development

General

Other

and

Capital and

All-In

Sustaining

Costs

Development

General

Other

and

Capital and

All-In

Sustaining

Six Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Finance Lease

Sustaining

Ounces (000)

Costs per

June 30, 2019

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Payments (7)(8)

  

Costs

  

Sold

  

oz. (9)

 

Nine Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Finance Lease

Sustaining

Ounces (000)

Costs per

September 30, 2019

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Payments (7)(8)

  

Costs

  

Sold

  

oz. (9)

 

Gold

Carlin

$

350

$

3

$

9

$

3

$

1

$

$

64

$

430

397

$

1,082

Phoenix

101

3

1

5

10

120

105

1,144

Twin Creeks

110

1

3

1

23

138

162

855

Long Canyon

35

1

1

7

44

95

463

Other Nevada

��

5

4

9

Nevada

596

8

17

6

1

5

108

741

759

976

CC&V

143

3

4

1

2

15

168

157

1,071

$

208

$

3

$

6

$

1

$

2

$

$

28

$

248

230

$

1,076

Red Lake

43

3

14

60

37

1,621

88

2

5

22

117

68

1,734

Musselwhite

12

3

4

19

6

3,307

20

1

5

14

40

6

7,131

Porcupine

63

1

2

10

76

59

1,288

125

2

2

18

147

143

1,027

Éléonore

75

2

1

12

90

84

1,073

144

2

1

21

168

167

1,002

Peñasquito

27

7

34

19

1,775

66

1

1

25

93

54

1,714

Other North America

1

20

3

24

1

43

1

4

49

North America

363

4

15

21

2

1

65

471

362

1,302

651

9

21

44

3

2

132

862

668

1,290

Yanacocha

193

30

3

7

14

247

273

903

300

43

7

1

7

20

378

422

895

Merian

142

2

2

1

23

170

270

631

220

3

4

1

39

267

397

672

Cerro Negro

63

1

2

1

13

80

100

802

141

1

13

1

25

181

218

833

Other South America

5

5

7

7

South America

398

33

7

6

8

50

502

643

780

661

47

24

9

8

84

833

1,037

803

Boddington

285

6

7

26

324

344

944

431

9

1

10

45

496

522

949

Tanami

134

2

3

38

177

249

710

198

2

5

56

261

361

725

Kalgoorlie

100

1

15

116

109

1,056

160

3

2

20

185

170

1,090

Other Australia

1

5

1

3

10

4

7

1

5

17

Australia

519

9

4

5

1

7

82

627

702

894

789

14

12

7

1

10

126

959

1,053

911

Ahafo

183

2

9

1

48

243

294

824

281

3

14

1

71

370

451

820

Akyem

121

17

3

1

15

157

214

731

172

25

3

1

20

221

321

691

Other Africa

4

4

7

1

8

Africa

304

19

12

4

2

63

404

508

794

453

28

17

7

3

91

599

772

776

Nevada Gold Mines

235

10

5

3

2

2

50

307

334

920

Carlin

358

3

9

3

1

64

438

408

1,076

Phoenix

116

3

1

7

10

137

118

1,149

Twin Creeks

113

1

3

1

23

141

170

830

Long Canyon

36

1

1

7

45

96

466

Other Nevada

5

4

9

Nevada

858

18

22

9

3

9

158

1,077

1,126

956

Corporate and Other

28

98

3

1

130

46

148

3

9

206

Total Gold

$

2,180

$

73

$

83

$

140

$

17

$

13

$

369

$

2,875

2,974

$

967

$

3,412

$

116

$

142

$

224

$

21

$

21

$

600

$

4,536

4,656

$

974

Gold equivalent ounces - other metals (10)

Phoenix

$

28

$

2

$

$

$

$

1

$

3

$

34

35

$

959

Peñasquito

77

1

3

20

101

40

2,536

$

209

$

3

$

2

$

$

$

34

$

65

$

313

213

$

1,471

Boddington

59

2

3

5

69

69

997

87

2

6

8

103

106

966

Phoenix

28

2

1

3

34

38

894

Total Gold Equivalent Ounces

$

164

$

4

$

1

$

$

$

7

$

28

$

204

144

$

1,413

$

324

$

7

$

2

$

$

$

41

$

76

$

450

357

$

1,259

Consolidated

$

2,344

$

77

$

84

$

140

$

17

$

20

$

397

$

3,079

$

3,736

$

123

$

144

$

224

$

21

$

62

$

676

$

4,986

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $31$62 and excludes co-product revenues of $167.$397.
(3)Includes stockpile and leach pad inventory adjustments of $33 at Carlin, $2 at Twin Creeks, $10 at CC&V, $10 at Yanacocha, $19 at Boddington, and $20 at Akyem.Akyem, $1 at NGM, $33 at Carlin and $2 at Twin Creeks.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $38$63 and $39,$60, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $25$39 and $40,$63, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $3 at CC&V, $1 at Musselwhite, $4 at Porcupine, $2 at Éléonore, $1 at Peñasquito, $2 at Other North America, $9 at Yanacocha, $2 at Merian, $6 at Cerro Negro, $29 at Other South America, $3 at Tanami, $2 at Kalgoorlie, $12 at Other Australia, $10 at Ahafo, $9 at Akyem, $4 at Other Africa, $8 at NGM, $6 at Carlin, $1 at Phoenix, $2 at Twin Creeks, $12 at Long Canyon, $2 at Other Nevada, $3 at CC&V, $7 at Yanacocha, $1 at Merian, $2 at Cerro Negro, $20 at Other South America, $3 at Tanami, $2 at Kalgoorlie, $6 at Other Australia, $7 at Ahafo, $5 at Akyem, $3 at Other Africa and $3$26 at Corporate and Other, totaling $85$156 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net is adjusted for Newmont Goldcorp transaction and integration costs of $159,$185, Nevada JV transaction implementation costs of $23,$26, restructuring and other costs of $5 and impairment of long-lived assets of $1.$7.
(7)Includes sustaining capital expenditures of $110 for Nevada, $74$172 for North America, $50$84 for South America, $81$125 for Australia, $61$88 for Africa, $160 for Nevada, and $1$9 for Corporate and Other, totaling $377$638 and excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $228.$395. The following are major development projects: Borden, Musselwhite Materials Handling, Turquoise Ridge joint venture 3rd shaft, Quecher Main, Yanacocha Sulfides, projects, Tanami Expansion 2, Ahafo North, Subika Underground, and Ahafo Mill Expansion.Expansion, and Turquoise Ridge 3rd shaft.
(8)Includes finance lease payments for sustaining projects of $20$38 and excludes finance lease payments for development projects of $19.$22.
(9)Per ounce measures may not recalculate due to rounding.
(10)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,200/oz.), Copper ($2.75/lb.), Silver ($15/oz.), Lead ($0.90/lb.), and Zinc ($1.05/lb.) pricing.

9196

Table of Contents

Advanced

Advanced

Projects,

Projects,

Research and

Treatment

All-In

Research and

Treatment

All-In

Costs

Development

General

Other

and

All-In

Sustaining

Costs

Development

General

Other

and

All-In

Sustaining

Six Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Sustaining

Sustaining

Ounces (000)

Costs per

June 30, 2018

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Capital (7)

  

Costs

  

Sold

  

oz. (8)

 

Nine Months Ended

Applicable

Reclamation

and

and

Expense,

Refining

Sustaining

Sustaining

Ounces (000)

Costs per

September 30, 2018

to Sales (1)(2)(3)

  

Costs (4)

  

Exploration(5)

  

Administrative

  

Net (6)

  

Costs

  

Capital (7)

  

Costs

  

Sold

  

oz. (8)

 

Gold

Carlin

$

377

$

5

$

9

$

3

$

$

$

72

$

466

416

$

1,119

Phoenix

106

1

2

1

4

14

128

130

983

Twin Creeks

130

1

3

1

1

11

147

169

870

Long Canyon

34

1

5

40

87

464

Other Nevada

6

1

2

4

13

Nevada

647

8

20

6

3

4

106

794

802

989

CC&V

81

3

1

1

1

18

105

129

815

$

149

$

3

$

4

$

2

$

1

$

$

24

$

183

211

$

863

Other North America

North America

81

3

1

1

1

18

105

129

815

149

3

4

2

1

24

183

211

863

Yanacocha

206

19

1

3

11

240

220

1,092

322

34

3

1

3

25

388

376

1,032

Merian

128

1

2

27

158

227

696

195

1

3

1

3

39

242

358

678

Other South America

6

1

7

8

1

9

South America

334

20

3

6

4

38

405

447

906

517

35

6

10

7

64

639

734

870

Boddington

258

6

10

20

294

337

873

404

8

16

32

460

535

860

Tanami

150

1

9

1

29

190

229

837

221

2

10

1

45

279

351

801

Kalgoorlie

122

2

2

13

139

181

765

178

3

3

��

17

201

258

777

Other Australia

2

2

5

(3)

1

7

2

5

6

(3)

2

12

Australia

530

11

13

5

(2)

10

63

630

747

845

803

15

18

6

(2)

16

96

952

1,144

832

Ahafo

180

2

2

1

1

13

199

205

972

242

3

3

1

2

27

278

307

906

Akyem

129

12

1

1

20

163

206

794

173

17

1

1

1

31

224

313

715

Other Africa

3

3

5

5

Africa

309

14

3

4

2

33

365

411

889

415

20

4

7

3

58

507

620

818

Carlin

560

6

14

5

118

703

645

1,089

Phoenix

145

6

3

1

5

19

179

169

1,058

Twin Creeks

187

2

7

1

1

22

220

261

841

Long Canyon

55

1

9

65

130

499

Other Nevada

7

1

2

7

17

Nevada

947

15

31

8

3

5

175

1,184

1,205

982

��

Corporate and Other

28

100

1

6

135

44

148

1

8

201

Total Gold

$

1,901

$

56

$

68

$

122

$

9

$

14

$

264

$

2,434

2,536

$

961

$

2,831

$

88

$

107

$

181

$

13

$

21

$

425

$

3,666

3,914

$

937

Gold equivalent ounces - other metals (9)

Boddington

$

96

$

1

$

$

$

$

9

$

8

$

114

131

$

865

Phoenix

$

30

$

1

$

$

$

$

1

$

4

$

36

33

$

1,088

40

1

1

8

50

46

1,095

Boddington

63

1

5

6

75

84

901

Total Gold Equivalent Ounces

$

93

$

2

$

$

$

$

6

$

10

$

111

117

$

954

$

136

$

2

$

$

$

$

10

$

16

$

164

177

$

924

Consolidated

$

1,994

$

58

$

68

$

122

$

9

$

20

$

274

$

2,545

$

2,967

$

90

$

107

$

181

$

13

$

31

$

441

$

3,830

(1)Excludes Depreciation and amortization and Reclamation and remediation.
(2)Includes by-product credits of $33$44 and excludes co-product revenues of $159.$229.
(3)Includes stockpile and leach pad inventory adjustments of $46$5 at Carlin, $26 at Twin Creeks, $19CC&V, $29 at Yanacocha, $33 at Ahafo, and $28 at Akyem.Akyem, $64 at Carlin, and $30 at Twin Creeks. Total stockpile and leach pad inventory adjustments at Carlin of $86 were adjusted above by $22 related to the write-down at Emigrant due to a change in mine plan, resulting in a significant decrease in mine life in the third quarter of 2018.
(4)Reclamation costs include operating accretion and amortization of asset retirement costs of $30$47 and $28,$43, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $21$32 and $14,$17, respectively.
(5)Advanced projects, research and development and Exploration excludes development expenditures of $6$3 at CC&V, $29 at Yanacocha, $8 at Merian, $24 at Other South America, $2 at Tanami, $5 at Kalgoorlie, $3 at Other Australia, $9 at Ahafo, $10 at Akyem, $3 at Other Africa, $9 at Carlin, $2 at Twin Creeks, $12$19 at Long Canyon, $7$12 at Other Nevada $2 at CC&V, $21 at Yanacocha, $7 at Merian, $15 at Other South America, $1 at Tanami,and $4 at Kalgoorlie, $2 at Other Australia, $6 at Ahafo, $6 at Akyem, $2 at Other Africa and $3 at Corporate and Other, totaling $96$142 related to developing new operations or major projects at existing operations where these projects will materially benefit the operation.
(6)Other expense, net is adjusted for restructuring and other costs of $15.$16.
(7)Excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $215.$322. The following are major development projects: Twin Creeks Underground, Quecher Main, the Merian crusher, Tanami Expansion 2, Ahafo North, Subika Underground, and Ahafo Mill Expansion.Expansion, and Twin Creeks Underground.
(8)Per ounce measures may not recalculate due to rounding.
(9)Gold equivalent ounces is calculated as pounds or ounces produced multiplied by the ratio of the other metals price to the gold price, using Gold ($1,250/oz.) and Copper ($2.70/lb.) pricing.

97

Table of Contents

Accounting Developments

For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, see Note 2 to the Condensed Consolidated Financial Statements.

92

Table of Contents

Critical Accounting Policies

Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. Our discussion of financial condition and results of operations is based upon the information reported in our Condensed Consolidated Financial Statements. The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“GAAP”) required us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the estimates we calculate due to changes in circumstances, global economics and politics, and general business conditions. A summary of our significant accounting policies is detailed in Note 2 to the Condensed Consolidated Financial Statements. We have outlined below those additional policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgement.

Business Combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction and integration costs related to business combinations are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. For material acquisitions, the Company typically engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and noncontrolling interest, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of reserve quantities and exploration potential, costs to produce and develop reserves, revenues, and operating expenses; (ii) long-term growth rates; (iii) appropriate discount rates; and (iv) expected future capital requirements (“income valuation method”). The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalized for any differences between the assets (“market valuation method”). The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and economic and functional obsolescence of the asset (“cost valuation method”). If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustments arises.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business acquisition. Goodwill is allocated to reporting units and tested for impairment annually and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The fair value of a reporting unit is determined using both the income and market valuation methods. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognizes its pro rata share of Goodwill and any subsequent goodwill impairment losses recorded by unincorporated joint ventures in which it has an undivided interest.

Safe Harbor Statement

Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of

98

Table of Contents

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “estimate(s)”, “should”, “intend(s)” and similar expressions are intended to identify forward-looking statements. Our forward-looking statements may include, without limitation:

estimates regarding future earnings and the sensitivity of earnings to gold, copper and other metal prices;
estimates of future mineral production and sales;

93

Table of Contents

estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;
estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices;
estimates of future capital expenditures, construction, production or closure activities and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;
estimates as to the projected development of certain ore deposits, including the timing of such development, the costs of such development and other capital costs, financing plans for these deposits and expected production commencement dates;
estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of reserves to metal price changes;
statements regarding the availability of, and terms and costs related to, future borrowing or financing and expectations regarding future debt repayments or debt tender transactions;
estimates regarding future exploration expenditures, results and reserves;
statements regarding fluctuations in financial and currency markets;
estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;
expectations regarding future or recent acquisitions and joint ventures, including, without limitation, projected benefits, synergies, value creation, integration, timing and costs and related valuations and other matters;
expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;
statements regarding future hedge and derivative positions or modifications thereto;
statements regarding political, economic or governmental conditions and environments;
statements regarding the impacts of changes in the legal and regulatory environment in which we operate;
estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation with respect to our Yanacocha operation;
estimates of income taxes and expectations relating to tax contingencies or tax audits; and
estimates of pension and other post-retirement costs.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Such risks include, but are not limited to:

the price of gold, copper and other metal prices and commodities;
the cost of operations;
currency fluctuations;
geological and metallurgical assumptions;
operating performance of equipment, processes and facilities;
labor relations;
timing of receipt of necessary governmental permits or approvals;
domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;
changes in tax laws;
domestic and international economic and political conditions;
our ability to obtain or maintain necessary financing; and
other risks and hazards associated with mining operations.

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More detailed information regarding these factors is included in the section titled Item 1, Business; Item 1A, Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2018 filed February 21, 2019 and elsewhere throughout this report, including in Part II, Item 1A. Risk Factors. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any

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forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (dollars in millions, except per ounce and per pound amounts).

Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the U.S. dollar; inflation, deflation, or other general price instability and global mine production levels. Changes in the market price of copper, silver, lead and zinc also affect our profitability and cash flow. These metals are traded on established international exchanges and copper prices generally reflect market supply and demand, but can also be influenced by speculative trading in the commodity or by currency exchange rates.

Decreases in the market price of metals can also significantly affect the value of our product inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value. Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and product inventory adjustments for each mine site reporting unit at JuneSeptember 30, 2019 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $1,309$1,472 and $1,300 per ounce, respectively, a short-term and long-term copper price of $2.77$2.63 and $3.00 per pound, respectively, a short-term and long-term silver price of $14.90$16.99 and $18.00 per ounce, respectively, a short-term and long-term lead price of $0.85$0.92 and $1.00$1.10 per pound, respectively, a short-term and long-term zinc price of $1.25$1.07 and $1.20$1.30 per pound, respectively, a short-term and long-term U.S. to Australian dollar exchange rate of $0.70$0.69 and $0.80,$0.77, respectively, a short-term and long-term U.S. to Canadian dollar exchange rate of $0.75$0.76 and $0.83,$0.80, respectively, a short-term and long-term U.S. dollar to Mexican Peso exchange rate of $0.05 and $0.06,$0.05, respectively and a short-term and long-term U.S. dollar to Argentinian Peso exchange rate of $0.02 and $0.02, respectively.

The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Hedging

Our strategy is to provide shareholders with leverage to changes in gold and copper prices by selling our production at spot market prices. Consequently, we do not hedge our gold and copper sales. We have and may continue to manage certain risks associated with commodity input costs, interest rates and foreign currencies using the derivative market.

By using hedges, we are affected by credit risk, market risk and market liquidity risk. Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. We mitigate credit risk by entering into derivatives with high credit quality counterparties, limiting the amount of exposure to each counterparty and monitoring the financial condition of the counterparties. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in underlying commodity prices, interest rates or currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

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We mitigate this potential risk to our financial condition by establishing trading agreements with counterparties under which we are not required to post any collateral or be subject to any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative. Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We further mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

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See Note 1719 to the Condensed Consolidated Financial Statements.

Commodity Price Exposure

Our provisional metal sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the gold and copper concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through earnings each period prior to final settlement.

At JuneSeptember 30, 2019, Newmont had gold sales of 119,000112,000 ounces priced at an average of $1,414$1,491 per ounce, subject to final pricing over the next several months. Each $25 change in the price for provisionally priced gold sales would have an approximate $2 effect on our Net income (loss) attributable to Newmont stockholders. The London Bullion Market Association P.M. closing settlement price at JuneSeptember 30, 2019 for gold was $1,409$1,485 per ounce.

At JuneSeptember 30, 2019, Newmont had silver sales of 2 million ounces priced at an average of $17.57 per ounce, subject to final pricing over the next several months. Each $0.50 change in the price for provisionally priced silver sales would have an approximate $1 effect on our Net income (loss) attributable to Newmont stockholders. The London Bullion Market Association closing settlement price at September 30, 2019 for silver was $17.26 per ounce.

At September 30, 2019, Newmont had lead sales of 24 million pounds priced at an average of $0.94 per pound, subject to final pricing over the next several months. Each $0.05 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 September 30, 2019 for lead was $0.95 per pound.

At September 30, 2019, Newmont had zinc sales of 64 million pounds priced at an average of $1.06 per pound, subject to final pricing over the next several months. Each $0.05 change in the price for provisionally priced zinc sales would have an approximate $3 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at September 30, 2019 for zinc was $1.08 per pound.

At September 30, 2019, Newmont had copper sales of 2315 million pounds priced at an average of $2.71$2.61 per pound, subject to final pricing over the next several months. Each $0.10 change in the price for provisionally priced copper sales would have an approximate $2$1 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at JuneSeptember 30, 2019 for copper was $2.71$2.60 per pound.

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ITEM 4.       CONTROLS AND PROCEDURES.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

On April 18, 2019, the Company completed the acquisition of Goldcorp which operated under its own set of systems and internal controls. During the three months ended JuneSeptember 30, 2019, the Company transitioned certain of Goldcorp’s processes to the Company’s internal control processes and added other internal controls over significant processes specific to the acquisition and to post-acquisition activities, including internal controls associated with the valuation of certain assets acquired and liabilities assumed in the transaction and the process of consolidating the Goldcorp business into the Company’s financial statements. The Company will continue the process of integrating internal controls over financial reporting throughout the remainder of the year.

On July 1, 2019, the Company consummated the transaction in which Newmont and Barrick each contributed certain mining operations and assets located in Nevada to a newly established entity, Nevada Gold Mines LLC (“NGM”). The Company deconsolidated its existing Nevada mining operations that were contributed to NGM in exchange for the fair value of its 38.5% economic interest in NGM. The Company is using the proportionate consolidation method of accounting for its investment in NGM. During the three months ended September 30, 2019, the Company has added internal controls over financial reporting for recognizing its pro-rata share of the assets, liabilities, and operations of NGM, including internal controls associated with the valuation of the Company’s investment in NGM.

There were no other changes in the Company’s internal control over financial reporting that occurred during the three months ended JuneSeptember 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 2931 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

ITEM 1A.     RISK FACTORS.(dollars

There were no material changes to the risk factors disclosed in millions, except per share, per ounce and per pound amounts)

Our business activities are subject to significant risks, including those described below. You should carefully consider these risks. If any of the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Forward-Looking Statements.”

Risks Related to Our Business

A substantial or extended decline in gold, silver, copper, zinc or lead prices would have a material adverse effect on us.

Our business is dependent on the prices of gold, silver, copper, zinc and lead, which fluctuate on a daily basis and are affected by numerous factors beyond our control. Factors tending to influence prices include:

Gold sales, purchases or leasing by governments and central banks;
Speculative short positions taken by significant investors or traders in gold, copper or other metals;
The relative strength of the U.S. dollar;
The monetary policies employed by the world’s major Central Banks;
The fiscal policies employed by the world’s major industrialized economies;
Expectations of the future rate of inflation;
Interest rates;
Recession or reduced economic activity in the United States, China, India and other industrialized or developing countries;
Decreased industrial, jewelry or investment demand;
Increased import and export taxes;
Increased supply from production, disinvestment and scrap;
Forward sales by producers in hedging or similar transactions; and
Availability of cheaper substitute materials.

The volatility in gold and copper prices is illustrated in the tables presented under the heading “Business – Products”Item 1, Business; Item 1A in our Annual ReportQuarterly report on Form 10-K. Any decline in our realized prices adversely impacts our revenues, net income and operating cash flows, particularly in light of our strategy of not engaging in hedging transactions with respect to sales of gold or copper. We have

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recorded asset impairments in the past and may experience additional impairments as a result of lower gold, silver, copper, zinc or lead prices in the future.

In addition, sustained lower gold, silver, copper, zinc or lead prices can:

Reduce revenues further through production declines due to cessation of the mining of deposits, or portions of deposits, that have become uneconomic at sustained lower metal prices;
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 as an impairment charge related to the carrying value of its stockpiles;
Halt or delay the development of new projects;
Reduce funds available for exploration and advanced projects with the result that depleted reserves may not be replaced; and
Reduce existing reserves by removing ores from reserves that can no longer be economically processed at prevailing prices.

We may be unable to replace gold, silver, copper, zinc or lead reserves as they become depleted.

Producers of gold, silver, copper, zinc, lead and other metals must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, by locating new deposits or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization. Accordingly, our current or future exploration programs may not result in new mineral producing operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration until commencement of production, during which time the economic feasibility of production may change.

We may consider, from time to time, the acquisition of ore reserves from others related to development properties and operating mines. Such acquisitions are typically based on an analysis of a variety of factors including historical operating results, estimates of and assumptions regarding the extent of ore reserves, the timing of production from such reserves and cash and other operating costs. Other factors that affect our decision to make any such acquisitions may also include our assumptions for future gold, silver, copper, zinc or lead prices or other mineral prices and the projected economic returns and evaluations of existing or potential liabilities associated with the property and its operations and projections of how these may change in the future. In addition, in connection with any acquisitions we may rely on data and reports prepared by third parties (including ability to permit and compliance with existing regulations) and which may contain information or data that we are unable to independently verify or confirm. 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 ore reserves. In addition, there may be intense competition10-Q for the acquisition of attractive mining properties.

As a result of these uncertainties, our exploration programs and any acquisitions which we may pursue may not result in the expansion or replacement of our current production with new ore reserves or operations, which could have a material adverse effect on our business, prospects, results of operations and financial position.

Estimates of proven and probable reserves and mineralized material are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

The reserves stated in our Annual Report on Form 10-K for the yearperiod ended December 31, 2018June 30, 2019, as filed with the SEC on February 21, 2019 represent the amount of gold and copper that we estimated, at December 31, 2018, could be economically and legally extracted or produced at the time of the reserve determination. Estimates of proven and probable reserves are subject to considerable uncertainty. Such estimates are, or will be, to a large extent, based on the prices of gold, silver, copper, zinc and lead and interpretations of geologic data obtained from drill holes and other exploration techniques, which data may not necessarily be indicative of future results. If our reserve calculations are required to be revised using significantly lower gold, silver, zinc, copper and

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lead prices as a result of a decrease in commodity prices, this could result in material write-downs of our investment in mining properties and increased amortization, reclamation and closure charges.July 25, 2019.

Producers use feasibility studies for undeveloped orebodies to derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of metals from the ore, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Actual operating and capital cost and economic returns on projects may differ significantly from original estimates. Further, it may take many years from the initial phases of exploration until commencement of production, during which time, the economic feasibility of production may change.

Additionally, the term “mineralized material” does not indicate proven and probable reserves as defined by the SEC or the Company’s standards. Estimates of mineralized material are subject to further exploration and development, and are, therefore, subject to considerable uncertainty. Despite the Company’s history of converting a substantial portion of mineralized material to reserves through additional drilling and study work, the Company cannot be certain that any part or parts of the mineralized material deposit will ever be confirmed or converted into SEC Industry Guide 7 compliant reserves or that mineralized material can be economically or legally extracted.

In addition, if the price of gold, silver, copper, zinc or lead declines from recent levels, if production costs increase or recovery rates decrease or if applicable laws and regulations are adversely changed, we can offer no assurance that the indicated level of recovery will be realized or that mineral reserves or mineralized material can be mined or processed profitably. If we determine that certain of our ore reserves have become uneconomic, this may ultimately lead to a reduction in our aggregate reported reserves and mineralized material. Consequently, if our actual mineral reserves and mineralized material are less than current estimates, our business, prospects, results of operations and financial position may be materially impaired. See also the risk factor under the heading “Goldcorp’s public filings were subject to Canadian disclosure standards, which differ from SEC disclosure requirements.”

Increased operating and capital costs could affect our profitability.

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on our profitability and operating cash flow.

We could have significant increases in capital and operating costs over the next several years in connection with the development of new projects in challenging jurisdictions and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the profitability of and cash flow generated from existing operations, as well as the economic returns anticipated from new projects.

Estimates relating to new development projects and mine plans of existing operations are uncertain and we may incur higher costs and lower economic returns than estimated.

Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible. Such projects could experience unexpected problems and delays during development, construction and mine start-up.

Our decision to develop a project is typically based on the results of feasibility studies, which estimate the anticipated economic returns of a project. The actual project profitability or economic feasibility may differ from such estimates as a result of any of the following factors, among others:

Changes in tonnage, grades and metallurgical characteristics of ore to be mined and processed;

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Changes in input commodity and labor costs;
The quality of the data on which engineering assumptions were made;
Adverse geotechnical conditions;
Availability of adequate and skilled labor force;
Availability, supply and cost of water and power;
Fluctuations in inflation and currency exchange rates;
Availability and terms of financing;
Delays in obtaining environmental or other government permits or approvals or changes in the laws and regulations related to our operations or project development;
Changes in tax laws, the laws and/or regulations around royalties and other taxes due to the regional and national governments and royalty agreements;
Weather or severe climate impacts, including, without limitation, prolonged or unexpected precipitation, drought and/or sub-zero temperatures;
Potential delays relating to social and community issues, including, without limitation, issues resulting in protests, road blockages or work stoppages; and
Potential challenges to permits or other approvals or delays in development and construction of projects based on claims of disturbance of cultural resources.

New projects require, among other things, the successful completion of feasibility studies, attention to various fiscal, tax and royalty matters, obtainment of, and compliance with, required governmental permits and arrangements for necessary surface and other land rights. We may also have to identify adequate sources of water and power for new projects, ensure that appropriate community infrastructure (for example, reliable rail, ports, roads, and bridges) is developed to support the project and secure appropriate financing to fund a new project. These infrastructures and services are often provided by third parties whose operational activities are outside of our control. Establishing infrastructure for our development projects requires significant resources, identification of adequate sources of raw materials and supplies, and the cooperation of national and regional governments, none of which can be assured. In addition, new projects have no operating history upon which to base estimates of future financial and operating performance, including future cash flow. Thus, it is possible that actual costs may increase significantly and economic returns may differ materially from our estimates. Consequently, our future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new production sites or facilities may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

For our existing operations, we base our mine plans on geological and metallurgical assumptions, financial projections and commodity price estimates. These estimates are periodically updated to reflect changes in our operations, including modifications to our proven and probable reserves and mineralized material, revisions to environmental obligations, changes in legislation and/or our political or economic environment, and other significant events associated with mining operations. Further, future positive revisions, if any, remain subject to improvements in costs, recovery, gold price or a combination of these and other factors. Additionally, we review our operations for events and circumstances that could indicate that the carrying value of our long-lived assets may not be recoverable. If indicators of impairment are determined to exist at our mine operations, we review the recoverability of the carrying value of long-lived assets by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Management makes multiple assumptions in estimating future undiscounted cash flows, which include productions 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 the operations, prices of metals, the historical experience of the operations and other factors. There are numerous

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uncertainties inherent in estimating production levels of gold, silver, copper, zinc and lead and the costs to mine recoverable reserves, including many factors beyond our control, that could cause actual results to differ materially from expected financial and operating results or result in future impairment charges. We may be required to recognize impairments of long-lived assets in the future if actual results differ materially from management’s estimates, which include metal prices, our ability to reduce or control production 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 ore reserves 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 mineralized material, favorable revisions to environmental obligations, favorable changes in legislation and/or our political or economic environment, and other favorable events occur.

Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and domestic anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and other collateral consequences and reputational harm.

We operate in certain jurisdictions that have experienced governmental and private sector corruption to some degree, and, in certain circumstances, compliance with anti-bribery laws and heightened expectations of enforcement authorities may be in tension with certain local customs and practices. For example, the U.S. Foreign Corrupt Practices Act and other laws with extraterritorial reach, including the U.K. Bribery Act, and anti-bribery laws in other jurisdictions in which we operate generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. We have an ethics and compliance program which includes our Code of Conduct, Business Integrity Policy and other policies and standards, all of which mandate compliance with these anti-bribery laws by the Company and its subsidiaries and their personnel, and also by third parties when they are engaged on our behalf. Our program also includes a well-publicized hot line for raising issues and processes for investigating such issues and assurances of non-retaliation for persons who in good faith raise concerns. We report regularly to the Audit Committee of our Board of Directors on such programs. There can be no assurance that our internal control policies and procedures will always protect us from misinterpretation of or noncompliance with applicable laws and internal policies, recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by the our affiliates, employees, agents or associated persons for which we might be claimed to be responsible. As such, our corporate policies and processes may not prevent or detect all potential breaches of law or other governance practices. In addition, the compliance mechanisms and monitoring programs adopted and implemented by Goldcorp prior to our acquisition of Goldcorp may not adequately prevent or detect possible violations of the U.S. Foreign Corrupt Practices Act and the Corruption of Foreign Officials Act (Canada) attributable to Goldcorp prior to our acquisition of Goldcorp and we may be held liable for any such violations. We occasionally identify or are apprised of information or allegations that certain employees, affiliates, agents or associated persons may have engaged in unlawful conduct for which we might be held responsible. Our policy when receiving credible information or allegations is to conduct internal investigations and compliance reviews to evaluate that information, determine compliance with applicable anti-bribery laws and regulations and company policies and take such remedial steps as may be warranted. In appropriate circumstances, we communicate with authorities in the United States and elsewhere about those investigations and reviews. Violations of these laws, or allegations of such violations, could lead to substantial civil and criminal fines and penalties, litigation, loss of operating licenses or permits and other collateral consequences, and may damage the Company’s reputation, which could have a material adverse effect on our business, financial position and results of operations or cause the market value of our common shares to decline.

Mine closure, reclamation and remediation costs for environmental liabilities may exceed the provisions we have made.

Natural resource extractive companies are required to close their operations and rehabilitate the lands that they mine in accordance with a variety of environmental laws and regulations. Estimates of the total ultimate closure and rehabilitation costs for gold, silver, copper, zinc and lead mining operations are significant and based principally on current legal and regulatory requirements and mine closure plans that may change materially. For example, we have conducted extensive remediation work at two inactive sites in the United States. We are conducting remediation activities at a third site in the United States, an inactive uranium mine and mill site formerly operated by one of our subsidiaries and several closed mine sites in Guatemala, British Columbia, and California which are former Goldcorp sites. In addition, 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.

The laws and regulations governing mine closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. For a more detailed description of

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potential environmental liabilities, see the discussion in Environmental Matters in Note 29 to the Condensed Consolidated Financial Statements. In addition, regulators are increasingly requesting security in the form of cash collateral, credit, trust arrangements or guarantees to secure the performance of environmental obligations, which could have an adverse effect on our financial position.

Under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. These subject properties are referred to as “superfund” sites. For example, the inactive uranium mine and mill at Midnite Mine is a superfund site subject to CERCLA. It is possible that certain of our other current or former operations in the U.S. could be designated as a superfund site in the future, exposing us to potential liability under CERCLA.

Any underestimated or unanticipated retirement and rehabilitation costs could materially affect our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, are probable and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could materially reduce our consolidated net income attributable to Newmont stockholders and potentially result in impairments.

For example, the Company completed a comprehensive study of the Yanacocha long-term mining and closure plans in 2016 as part of the requirement to submit an updated closure plan to Peruvian regulators every five years. As a result, the Company recorded an increase to the reclamation obligation at Yanacocha for the fourth quarter of 2016 in connection with an update to the Yanacocha closure plan, resulting in an increase to the recorded asset retirement cost related to the producing areas of the mine and a non-cash charge to reclamation expense related to the areas of the mine no longer in production. The increase to the reclamation obligation was primarily due to higher estimated long-term water management costs, heap leach earthworks and related support activities. For additional information regarding our review of the Yanacocha closure plan, see Note 6 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 21, 2019.

Our business depends on good relations with our employees.

Production at our mines is dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees. Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production that could adversely affect us. For example, during 2018 and in the first quarter of 2019, there were work stoppages by miners represented by the Asosiación Obrera Minera Argentina at our Cerro Negro mine. At June 30, 2019, various unions represented approximately 32.9% of our employee workforce worldwide. Labor rates in Ghana are agreed through 2018, but negotiations relating to other terms and conditions remain ongoing. One of our labor agreements in Peru expired in February 2019 and will be the subject of contract negotiations in 2019, with another contract due to expire in February 2020. Negotiations with the newly-formed union in Suriname remain in process with respect to future labor rates. A failure to successfully enter into new contracts could result in future labor disputes, work stoppages or other disruptions in production that could adversely affect our operations and financial performance. We are just beginning preliminary discussions with a new union formed in March 2018 at Merian in Suriname. A failure to successfully enter into an initial contract could result in similar risks as described above. There can be no assurance that any future disputes at the Company’s operations or projects will be resolved without disruptions.

If we are unable to attract and retain additional highly skilled employees, our business and future operations may be adversely affected.

We depend upon the services of a number of key executives and management personnel. Our success is also dependent on the contributions of our highly skilled and experienced workforce. There continues to be competition over highly skilled personnel in our industry. The loss of members of our highly-skilled and experienced management and workforce or our inability to attract and retain additional experienced management and skilled workers may have a material adverse effect on our business, financial position and results of operations.

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Damage to our reputation may result in decreased investor confidence, challenges in maintaining positive community relations and can pose additional obstacles to our ability to develop our projects, which may result in a material adverse impact on our business, financial position, results of operations and growth prospects.

Damage to our reputation can be the result of the actual or perceived occurrence of a variety of events and circumstances, and could result in negative publicity (for example, with respect to our handling of environmental matters or our dealings with local community organizations). The growing use of social media to generate, publish and discuss community news and issues and to connect with others has made it significantly easier, among other things, for individuals and groups to share their opinions of us and our activities, whether true or not. We do not have direct control over how we are perceived by others and loss of reputation could have a material adverse effect on our business, financial position and results of operations.

Increased exposure to foreign exchange fluctuations and capital controls may adversely affect Newmont’s costs, earnings and the value of some of our assets.

Our reporting currency is the US dollar and the majority of our earnings and cash flows are denominated in US dollars. We conduct certain business in currencies other than the US dollar. A portion of our operating expenses are incurred in local currencies. The appreciation of those local currencies against the U.S. dollar increases our costs of production in U.S. dollar terms at mines located outside the United States. The foreign currencies that primarily affect our results of operations are the Australian Dollar and the Canadian Dollar. Our consolidated earnings and cash flows may also be impacted by movements in the exchange rates. Change in the value of the currencies of the Australian Dollar, Canadian Dollar, the Mexican Peso, the Dominican Peso, the Argentine Peso, the Chilean Peso or Surinamese Dollar versus the US dollar could negatively impact our earnings, and could negatively impact our ability to realize all of the anticipated benefits of the Newmont Goldcorp transaction.

In addition, from time to time, emerging market countries such as those in which we operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets 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. These measures may have a number of negative effects on Newmont, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for Newmont.

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

Certain of our operations are located in countries that have in the past experienced high rates of inflation. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, silver, copper, zinc or lead). For instance, in Argentina, the level of inflation during 2018 reached 47.6%, the highest since 1991. Current estimations for 2019 reflect a possible reduction of inflation to a range of 25 to 30%. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation. This could have a material adverse effect on our business, financial position and results of operations. Significantly higher and sustained rates of inflation, with subsequent increases in operational costs, could result in the deferral or closure of projects and mines in the event that operating costs become prohibitive.

Our business requires substantial capital investment and we may be unable to raise additional funding on favorable terms.

The construction and operation of potential future projects and various exploration projects will require significant funding. Our operating cash flow and other sources of funding may become insufficient to meet all of these requirements, depending on the timing and costs of development of these and other projects. As a result, new sources of capital may be needed to meet the funding requirements of these investments, fund our ongoing business activities and pay dividends. Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold, silver, copper, zinc or lead prices, our operational performance and our current cash flow and debt position, among other factors. In the event of lower gold, silver, copper, zinc or lead prices, unanticipated operating or financial challenges, or a further dislocation in the financial markets as experienced in recent years,

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our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing operations, retire or service all of our outstanding debt and pay dividends could be significantly constrained.

To the extent that we seek to expand our operations and increase our reserves through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.

From time to time, we examine opportunities to make selective acquisitions in order to provide increased returns to our shareholders and to expand our operations and reported reserves and, potentially, generate synergies. The success of any acquisition would depend on a number of factors, including, but not limited to:

Identifying suitable candidates for acquisition and negotiating acceptable terms;
Obtaining approval from regulatory authorities and potentially Newmont’s shareholders;
Maintaining our financial and strategic focus and avoiding distraction of management during the process of integrating the acquired business;
Implementing our standards, controls, procedures and policies at the acquired business and addressing any pre-existing liabilities or claims involving the acquired business; and
To the extent the acquired operations are in a country in which we have not operated historically, understanding the regulations and challenges of operating in that new jurisdiction.

There can be no assurance that we will be able to conclude any acquisitions successfully or that any acquisition will achieve the anticipated synergies or other positive results. Any material problems that we encounter in connection with such an acquisition could have a material adverse effect on our business, results of operations and financial position. See also the risk factor under the heading “Risks Related to the Combined Company Following the Newmont Goldcorp TransactionWe may not realize the anticipated benefits of the Newmont Goldcorp Transaction and the integration of Goldcorp and Newmont may not occur as planned.”

Our operations may be adversely affected by rising energy prices or energy shortages.

Our mining operations and development projects require significant amounts of energy. Increasing global demand for energy, concerns about nuclear power and the limited growth of new energy sources are affecting the price and supply of energy. A variety of factors, including higher energy usage in emerging market economies, actual and proposed taxation of carbon emissions as well as concerns surrounding unrest and potential conflict in the Middle East, could result in increased demand or limited supply of energy and/or sharply escalating diesel fuel, gasoline, natural gas and other energy prices. Increased energy prices could negatively impact our operating costs and cash flow.

Our principal energy sources are electricity, purchased petroleum products, natural gas and coal. Some of our operations are in remote locations requiring long distance transmission of power, and in some locations we compete with other companies for access to third party power generators or electrical supply networks. A disruption in the transmission of energy, inadequate energy transmission infrastructure or the termination of any of our energy supply contracts could interrupt our energy supply and adversely affect our operations.

Continuation of our mining production is dependent on the availability of sufficient water supplies to support our mining operations.

Our mining operations require significant quantities of water for mining, ore processing and related support facilities. Our operations in North and South America and Australia are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production at our mines is dependent on our ability to maintain our water rights, claims and contracts, to defeat claims adverse to our current water uses in legal proceedings and to limit or negotiate any civil disturbances related to water use. Although each of our operations currently has sufficient water rights, claims and contracts to cover its operational demands, we cannot predict the potential outcome of pending or future legal proceedings or community negotiations relating to our

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water rights, claims, contracts and uses. Water shortages may also result from weather or environmental and climate impacts out of the Company’s control. For example, the continuation of the below average rainfall or the occurrence of drought in southwest Australia could impact our raw water supply at Boddington. While we incorporated systems to address the impact of the dry season as part of our operating plans, we can make no assurances that those systems will be sufficient to address all shortages in water supply, which could result in production and processing interruptions. The loss of some or all water rights for any of our mines, in whole or in part, or shortages of water to which we have rights could require us to curtail or shut down mining production and could prevent us from pursuing expansion opportunities. Laws and regulations may be introduced in some jurisdictions in which we operate which could limit our access to sufficient water resources in our operations, thus adversely affecting our operations.

We are dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation, upgrade and integration.

We are dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. We have experienced attempts by external parties to penetrate our networks and systems. Although such attempts 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 in the future and attacks could have an adverse impact on our business and operations, including damage to our reputation and competitiveness, remediation costs, litigation or regulatory actions. Various measures have been implemented to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions. 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 harm, which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations. For instance, we engage an independent third party to conduct penetration and vulnerability testing on an annual basis and review findings and recommendations from these tests, we then seek to address any remediation actions through our ongoing cyber security program. Such efforts may incur significant costs and yet prove insufficient to deter future cybersecurity attacks or prevent all security breaches.

We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into our operations. Various measures have been implemented to manage our risks related to the system implementation and modification, but system modification failures could have a material adverse effect on our business, financial position and results of operations and could, if not successfully implemented, adversely impact the effectiveness of our internal controls over financial reporting.

The occurrence of events for which we are not insured may affect our cash flow and overall profitability.

We maintain insurance policies that mitigate against certain risks related to our operations. This insurance is maintained in amounts that we believe are reasonable depending upon the circumstances surrounding each identified risk. However, we may elect not to have insurance for certain risks because of the high premiums associated with insuring those risks or for various other reasons; in other cases, insurance may not be available for certain risks. Some concern always exists with respect to investments in parts of the world where civil unrest, war, nationalist movements, political violence or economic crises are possible. These countries may also pose heightened risks of expropriation of assets, business interruption, increased taxation or unilateral modification of concessions and contracts. We do not maintain insurance policies against political risk. Occurrence of events for which we are not insured may affect our results of operations and financial position.

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We rely on contractors to conduct a significant portion of our operations and construction projects.

A significant portion of our operations and construction projects are currently conducted in whole or in part by contractors. As a result, our operations are subject to a number of risks, some of which are outside our control, including:

Negotiating agreements with contractors on acceptable terms;
The inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
Reduced control over those aspects of operations which are the responsibility of the contractor;
Failure of a contractor to perform under its agreement;
Interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;
Failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and
Problems of a contractor with managing its workforce, labor unrest or other employment issues.

In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these risks could adversely affect our results of operations and financial position.

To the extent we hold or acquire interests in any joint ventures or joint operations or enter into any joint ventures or joint operations in the future, our interest in these properties is subject to the risks normally associated with the conduct of joint ventures or joint operations.

To the extent we hold or acquire interests in any joint ventures or joint operations or enter into any joint ventures or joint operations in the future, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:

inconsistent economic, political or business interests or goals between partners or disagreements with partners on strategy for the most efficient development or operation of mines;
inability to control certain strategic decisions made in respect of properties;
exercise of veto rights by our partners so as to block actions that we believe to be in our or the joint venture’s best interests;
inability of partners to meet their financial and other obligations to the joint venture, joint operation or third parties; and
litigation between partners regarding management, funding or other decisions related to the joint venture or joint operation.

There can be no assurance that any joint ventures or joint operations, including the joint venture that combines our and Barrick Gold Corporation’s (“Barrick”) respective Nevada operations (the “Nevada Joint Venture”) pursuant to the operating agreement entered into on July 1, 2019 between Barrick, Newmont and their wholly-owned subsidiaries party thereto (the “Nevada JV Agreement”), will be beneficial to us, whether due to the above-described risks, unfavorable global economic conditions, increases in construction costs, integration challenges, currency fluctuations, political risks, or other factors.

Furthermore, there can be no assurance that any pending joint ventures or joint operations will close on a timely basis, or at all, given that satisfaction of closing conditions, including applicable regulatory approvals, accuracy of representations and warranties and compliance with covenants. If any pending joint ventures or joint operations fail to close, we will not realize its anticipated benefits, which might have an adverse effect on our results of operations and financial condition.

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To the extent we are unable to control all activities of any joint ventures or joint operations in which we hold an interest, the success of such operations will be beyond our control.

To the extent that we are not the operator of a joint venture or joint operation properties, such that we will be unable to control the activities of the operator, the success of such operations will be beyond our control. In many cases we will be bound by the decisions made by the operator in the operation of such property, and will rely on the operator to manage the property and to provide accurate information related to such property. We can provide no assurance that all decisions of operators of properties we do not control will achieve the expected results.

For example, pursuant to the terms of the Nevada JV Agreement, we hold a 38.5 percent economic interest and Barrick holds a 61.5 percent economic interest in the Nevada Joint Venture. Barrick operates the Nevada joint venture with overall management responsibility is subject to the supervision and direction of the Nevada joint venture’s board of directors, which is comprised of three directors appointed by Barrick and two directors appointed by Newmont. Outside of certain prescribed matters, decisions of the board of directors will be determined by majority vote, with the directors appointed by each company having voting power in proportion to such company’s economic interests in the Nevada joint venture.

Because we beneficially own less than a majority of the ownership interests in the Nevada joint venture, we have limited control of the Nevada Joint Venture’s operations and we depend in part on Barrick to operate the Nevada joint venture. In the event that Barrick has interests, objectives and incentives with respect to the Nevada joint venture that differ from our own, there can be no assurance that we will be able to resolve such disagreement in our favor. Any such disagreement could have a material adverse effect on our interest in the Nevada joint venture, the business of the Nevada joint venture or the portion of our growth strategy related to the Nevada joint venture.

We are subject to litigation and may be subject to additional litigation in the future.

We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties. If decided adversely to Newmont, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position or prospects. Furthermore, to the extent we sell or reduce our interest in certain assets, we may give representations and warranties and indemnities customary for such transactions and we may agree to retain responsibility for certain liabilities related to the period prior to the sale. As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest. For a more detailed discussion of pending litigation, see Note 29 to our Condensed Consolidated Financial Statements.

In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels, or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States. Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.

Title to some of our properties may be defective or challenged.

Although we have conducted title reviews of our properties, title review does not preclude third parties from challenging our title or related property rights. While we believe that we have satisfactory title to our properties, some titles may be defective or subject to challenge by governments, indigenous or communal peoples, or private parties. For example, at our Conga project in Peru, we continue to seek resolution to a land dispute with local residents. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and we enter into temporary occupation agreements with local communities to operate those properties. In addition, certain of our Australian properties could be subject to native title or traditional landowner claims, and our ability to use these properties is dependent on agreements with traditional owners of the properties. A determination of defective title or risks in connection with a challenge to title rights could impact existing operations as well as exploration and development projects, and future acquisitions which could have an adverse effect on operations, our ability to develop new projects, and our financial position. For more information regarding native title or traditional landowner claims, see the discussion under the Australia Section of Item 2, Properties, in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 21, 2019 and the risk factor under the heading “Risks Related to the Jurisdictions in Which We Operate—We do not have direct ownership or possession rights to use the surface of the lands for our Mexican mining operations.”

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Civil disturbances, criminal activities, including illegal mining, and artisanal mining, occurs on or adjacent to certain of our properties, which can disrupt business and expose the Company to liability.

Civil disturbances and criminal activities such as trespass, illegal mining, sabotage, theft and vandalism may cause disruptions and could result in the suspension of operations and development at certain sites. Incidents of such activities have occasionally led to conflict with security personnel and/or police, which in some cases resulted in injuries including in Peru and Suriname. Although security measures have been implemented by the Company to protect employees, property and assets, such measures will not guarantee that such incidents will not continue to occur in the future, or result in harm to employees or trespassers, decrease operational efficiency or construction delays, increase community tensions or result in liabilities. The manner in which the Company’s personnel, national police or other security forces respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner consistent with international and Newmont standards relating to the use of force and respect for human rights.

Newmont takes seriously our obligation to respect and promote human rights, is a signatory to and active participant in the Voluntary Principles on Security and Human Rights, and has adopted a Sustainability and Stakeholder Engagement Policy and Human Rights Standard in-line with the UN Guiding Principles on Business and Human Rights due diligence processes. Nonetheless, although the Company has implemented a number of significant measures and safeguards which are intended to ensure that personnel understand and uphold these standards, the implementation of these measures will not guarantee that personnel, national police or other security forces will uphold these standards in every instance. The evolving expectations related to human rights, indigenous rights, and environmental protections may result in opposition to our current and future operations or the development of new projects and mines. Such opposition may take the form of legal or administrative proceedings or manifestations such as protests, roadblocks or other forms of public expression against our activities, and may have a negative impact on our reputation and operations. Opposition by community and activist groups to our operations may require modification of, or preclude the operation or development of, our projects and mines or may require us to enter into agreements with such groups or local governments with respect to our projects and mines, in some cases, causing increased costs and significant delays to the advancement of our projects. The failure to conduct operations in accordance with Company standards can result in harm to employees, community members or trespassers, increase community tensions, reputational harm to Newmont or result in criminal and/or civil liability and/or financial damages or penalties.

Artisanal and illegal miners have been active on, or adjacent to, some of Newmont’s African and South American properties, including recently at Suriname. Illegal mining, which involves trespass into the development or operating area of the mine, is both a security and safety issue, which may present a security threat to property and human life. The illegal miners from time to time have clashed with security staff and law enforcement personnel who have attempted to move them away from the facilities. Although, under certain circumstances, artisanal mining may be a legally sanctioned activity, artisanal mining is also associated with a number of negative impacts, including environmental degradation, poor working practices, erosion of civil society, human rights abuse and funding of conflict. The environmental, social, safety and health impacts of artisanal and illegal mining are frequently attributed to formal mining activity, and it is often assumed that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners may have separate supply chains. These misconceptions impact negatively on the reputation of the industry. The activities of the illegal miners could cause damage to Newmont’s properties for which Newmont could potentially be held responsible. The presence of illegal miners could lead to exploration and project delays and disputes regarding the development or operation of commercial gold deposits. Illegal mining and theft could also result in lost gold production and reserves, mine and development stoppages, and have a material adverse effect on financial condition or results of operations or project development.

Competition from other natural resource companies may harm our business.

We compete with other natural resource companies to attract and retain key executives, skilled labor, contractors and other employees. We also compete with other natural resource companies for specialized equipment, components and supplies, such as drill rigs, necessary for exploration and development, as well as for rights to mine properties containing gold, silver, copper, zinc, lead and other minerals. We may be unable to continue to attract and retain skilled and experienced employees, to obtain the services of skilled personnel and contractors or specialized equipment or supplies, or to acquire additional rights to mine properties, which could have an adverse effect on our competitive position or adversely impact our results of operations.

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Our ability to recognize the benefits of deferred tax assets is dependent on future cash flows and taxable income.

We recognize the expected future tax benefit from deferred tax assets when the tax benefit is considered to be more likely than not of being realized, otherwise, a valuation allowance is applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the deferred tax assets could be impacted. In the future, our estimates could change requiring a valuation allowance or impairment of our deferred tax assets. Additionally, future changes in tax laws could limit our ability to obtain the future tax benefits represented by our deferred tax assets. See Note 9 to the Financial Statements under the heading “Income and Mining Taxes - Valuation of Deferred Tax Assets” and Note 2 under the heading “Summary of Significant Accounting Policies – Valuation of Deferred Tax Assets” in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 21, 2019 for additional information and factors that could impact the Company’s ability to realize the deferred tax assets. At June 30, 2019, Newmont’s non-current deferred tax assets were $525.

Returns for investments in pension plans are uncertain.

We maintain pension plans for certain employees which provide for specified payments after retirement. The ability of the pension plans to provide the specified benefits depends on our funding of the plans and returns on investments made by the plans. Returns, if any, on investments are subject to fluctuations based on investment choices and market conditions. A sustained period of low returns or losses on investments could require us to fund the pension plans to a greater extent than anticipated. If future plan investment returns are not sufficient, we may be required to increase the amount of future cash contributions.

Any downgrade in the credit ratings assigned to our debt securities could increase our future borrowing costs and adversely affect the availability of new financing.

There can be no assurance that any rating currently assigned by Standard & Poor’s Rating Services or Moody’s Investors Service to Newmont will remain unchanged for any given period of time or that a rating will not be lowered if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. If we are unable to maintain our outstanding debt and financial ratios at levels acceptable to the credit rating agencies, or should our business prospects or financial results deteriorate, our ratings could be downgraded by the rating agencies. The Company’s credit ratings have been subject to change over the years. We currently maintain a Standard & Poor’s rating of “BBB” and a Moody’s Investors Service rating of Baa2. We cannot make assurances regarding how long these ratings will remain unchanged or regarding the outcome of the rating agencies future reviews (including following any planned or future business combinations). A downgrade by the rating agencies could adversely affect the value of our outstanding securities, our existing debt and our ability to obtain new financing on favorable terms, if at all, and increase our borrowing costs, which in turn could impair our results of operations and financial position.

Future funding requirements may affect our business.

Potential future investments, including projects in the Company’s project pipeline, acquisitions and other investments, will require significant funds for capital expenditures. Depending on gold, silver, copper, zinc and lead prices, our operating cash flow may not be sufficient to meet all of these expenditures, depending on the timing of development of these and other projects. As a result, new sources of capital may be needed to meet the funding requirements of these investments, fund our ongoing business activities and pay dividends. Our ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold, silver, copper, zinc and lead prices as well as our operational performance, current cash flow and debt position, among other factors. We may determine that it may be necessary or preferable to issue additional equity or other securities, defer projects or sell assets. Additional financing may not be available when needed or, if available, the terms of such financing may not be favorable to us and, if raised by offering equity securities, any additional financing may involve substantial dilution to existing shareholders. In the event of lower gold, silver, copper, zinc or lead prices, unanticipated operating or financial challenges, or new funding limitations, our ability to pursue new business opportunities, invest in existing and new projects, fund our ongoing business activities, retire or service all outstanding debt and pay dividends could be significantly constrained. In addition, our joint venture partners may not have sufficient funds or borrowing ability in order to make their capital commitments. In the case that our partners do not make their economic commitments, the Company may be prevented from pursuing certain development opportunities or may assume additional financial obligations, which may require new sources of capital.

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Risks Related to Our Industry

We may experience increased costs or losses resulting from the hazards and uncertainties associated with mining.

The exploration for natural resources and the development and production of mining operations are activities that involve a high level of uncertainty. These can be difficult to predict and are often affected by risks and hazards outside of our control. These factors include, but are not limited to:

Environmental hazards, including discharge of metals, concentrates, pollutants or hazardous chemicals;
Industrial accidents, including in connection with the operation of mining equipment, milling equipment and/or conveyor systems and accidents associated with the preparation and ignition of large-scale blasting operations, milling and processing;
Accidents in connection with transportation, including transportation of chemicals, explosions or other materials, transportation of large mining equipment and transportation of employees and business partners to and from sites;
Social, community or labor force disputes or stoppages;
Changes to legal and regulatory requirements;
Security incidents, including activities of illegal or artisanal miners, gold bullion or concentrate theft, and corruption and fraud;
Shortages in materials or equipment and energy and electrical power supply interruptions or rationing;
Failure of unproven or evolving technologies or loss of information integrity or data;
Unexpected geological formations or conditions (whether in mineral or gaseous form);
Metallurgical conditions and gold recovery, including unexpected decline of ore grade;
Unanticipated changes in inventory levels at heap-leach operations;
Ground and water conditions;
Fall-of-ground accidents in underground operations;
Failure of mining pit slopes and tailings dam walls;
Seismic activity;
Surface or underground fires or floods, such as the underground fire that resulted in a shutdown of the Musselwhite mine facility in March of 2019; and
Other natural phenomena, such as lightning, cyclonic or tropical storms, floods or other inclement weather conditions, including those impacting operations or the ability to access and supply sites. For example, in 2017 rainfall and flooding in Northern Australia and Peru, temporarily impacted our ability to import fuel and other key deliveries to our Tanami and Yanacocha sites, respectively.

The occurrence of one or more of these events in connection with our exploration activities and development and production of mining operations may result in the death of, or personal injury to, our employees, other personnel or third parties, the loss of mining

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equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, environmental damage and potential legal liabilities, all of which may adversely affect our reputation, business, prospects, results of operations and financial position.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.

As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate impacts, businesses generally and large multinational corporations in natural resources industries, such as Newmont, in particular, face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that, as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, communities surrounding operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have a high impact on their social and physical environment. In Ghana, for instance, a number of community related demonstrations occurred during 2018 in response to the perceived impacts of our operations on the land and on fairness of compensation. Similarly, a number of community based groups continue pressuring the company for additional benefits related to jobs, training and benefit sharing. The Company is seeking mechanisms for dialogue to understand concerns and address impacts and benefits in a transparent and participatory manner. In Mexico, operations at our Peñasquito mine were suspended in April 2019 following a blockade by community members pressuring the company for enhanced access to the local water supply among other benefits. The potential consequences of these pressures include reputational damage, legal suits, increasing social investment obligations to communities and pressure to increase taxes and royalties payable to governments.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing worker health and safety and land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. Some of the countries in which we operate have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position. For instance, the operation of our mines in the United States is subject to regulation by the U.S. Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Over the past several years MSHA has significantly increased the numbers of citations and orders charged against mining operations and increased the dollar penalties assessed for citations issued. If MSHA inspections result in an alleged violation, we may be subject to fines, penalties or sanctions and our mining operations could be subject to temporary or extended closures. MSHA issued fines, penalties or sanctions and mandated temporary or extended closures could have an adverse effect on our results of operations and financial position. See Exhibit 95 to this report for additional information regarding certain MSHA orders and citations issued during the quarter ended June 30, 2019.

Increased global attention or regulation on consumption of water by industrial activities, as well as water quality discharge, and on restricting or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.

We have implemented a management system designed to promote continuous improvement in health and safety, environmental performance and community relations. However, we nevertheless in 2018 experienced seven fatalities, six at our operations in Ghana and one in Nevada, which involved subsequent investigations by Ghana’s Mineral Commission and the MSHA, respectively. See Item 4 “Mine Safety Disclosures” for additional information on these incidents. Our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

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We may be unable to obtain or retain necessary permits, which could adversely affect our operations.

Our mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While we strive to obtain and comply with all permits required of us, there can be no assurance that we will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. Failure to obtain and/or comply with required permits can have serious consequences, including damage to our reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.

Our ability to obtain the required permits and approvals to explore for, develop and operate mines and to successfully operate near communities in the jurisdictions in which we operate depends in part on our ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to operate near certain communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, health and safety of communities in which we operate. Key permits and approvals may be revoked or suspended or may be adjusted in a manner that adversely affects our operations, including our ability to explore or develop properties, commence production or continue operations.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs which could have a material adverse effect on our business.

Producing gold is an energy-intensive business, resulting in a significant carbon footprint. Energy costs account for approximately twenty percent of our overall operating costs, with our principal energy sources being purchased electricity, diesel fuel, gasoline, natural gas and coal.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels. At the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change (“UNFCC”) held in Paris in 2015, the Paris Agreement was adopted which was intended to govern emission reductions beyond 2020. The Paris Agreement went into effect in November 2016 when countries that produce at least 55% of the world's greenhouse gas emissions ratified the agreement. While there are no immediate impacts to business from the Paris Agreement, the goal of limiting global warming to “well below 2o C” will be taken up at national levels. Industrialized nations (e.g., Australia) are likely to implement national emission reduction targets that require an investment shift towards low carbon technologies and systems, shifting away from coal and diesel power generation. The temperature change goal implies a move to net zero greenhouse gas emissions from energy use and industrial activities by 2050 to 2060. The relevant details of the shift towards low carbon technologies are defined in the national plans, which will need further definition in new rules from each country by 2020. The Trump Administration has announced the intention to withdraw from the Paris Agreement, which begins a lengthy process that will not be completed until November 2020.

Some of the countries in which we operate have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions. In December 2009, the United States Environmental Protection Agency (“EPA”) issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. Additionally, the United States and China signed a bilateral agreement in November 2014 that committed the United States to reduce greenhouse gas emissions by an additional 26% to 28% below 2005 levels by the year 2025. The EPA in August 2015 issued final rules for the Clean Power Plan under Section 111 (d) of the Clean Air Act designed to reduce greenhouse gas emissions at electric utilities in line with reductions planned for the compliance with the Paris Agreement. On October 16, 2017, the EPA as part of a regulatory review directed by the Energy Independence Executive Order has proposed a repeal of the Clean Power Plan. In Australia the Emissions Reduction Fund legislation, Safeguard Mechanism Rule 2015 came into effect on July 1, 2016. Facilities that exceed the baseline mandated by the law in future years are required to purchase Australian Carbon Credit Units (ACCUs).

Legislation and increased regulation and requirements regarding climate change could impose increased costs on us, our venture partners and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to

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comply with such regulations. In August 2015, the EPA issued the final rules for the Clean Power Plan under Section 111(d) of the Clean Air Act. Under the Clean Power Plan, the Nevada JV’s TS Power Plant would be subject to greenhouse gas emission reductions as part of the Nevada compliance plan. The EPA has subsequently issued the Affordable Clean Energy Rule in August 2018, which would eliminate the emission reduction standards proposed in the Clean Power Plan. The Clean Power Plan is currently in litigation in the Washington DC Circuit preventing the implementation of either rule.

The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Operations that rely on national hydro-electric grid power can be adversely affected by drought resulting in power load-shedding and lost production. These impacts may adversely impact the cost, production and financial performance of our operations.

Our Company and the mining industry are facing continued geotechnical challenges, which could adversely impact our production and profitability.

Newmont and the mining industry are facing continued geotechnical challenges due to the older age of certain of our mines and a trend toward mining deeper pits and more complex deposits. This leads to higher pit walls, more complex underground environments and increased exposure to geotechnical instability and hydrological impacts. As our operations are maturing, the open pits at many of our sites are getting deeper and we have experienced certain geotechnical failures at some of our mines, including, without limitation, at our operations in Australia, Ghana, Peru and Colorado. For example, pit failures at the Silverstar pit and Gold Quarry pit of the Carlin operation in 2018 and in the eastern wall of the open pit of the KCGM operation in 2018 resulted in temporary shutdowns and have impacted production. See also the risk factor under the heading “Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations” earlier in this section.

No assurances can be given that unanticipated adverse geotechnical and hydrological conditions, such as landslides and pit wall failures, will not occur in the future or that such events will be detected in advance. Geotechnical instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material.

In addition, Newmont has numerous operational and closed tailings impoundments in a variety of climatic and topographic settings. Annually, the Company manages and places approximately 155 tonnes of tailings. Recognizing the importance of careful design, management and monitoring, Newmont conducts extensive siting, engineering, environmental and social studies to support the specific selection and design of each facility. Newmont’s engineering, construction and operating standards and technical guidance explicitly cover tailings management and establish requirements throughout their operating and post-mine closure life. The design, construction and operation of all tailings impoundment facilities are scrutinized through our investment system process, supported by inspections and audits, critical controls and strict application of annual inspections by independent qualified geotechnical engineers. Newmont’s environmental standards also cover the long-term management of tailings impoundment facilities. The failure of tailings dam and storage facilities and other impoundments at our mining sites could cause severe, and in some cases catastrophic, property and environmental damage and loss of life. For example, in early 2019, the extractive industry experienced a large scale tailings dam failure at an unaffiliated mine, which resulted in numerous fatalities and caused extensive property and environmental damage. Recognizing this risk, Newmont continues to review and enhance our existing practices. However, no assurance can be given that these events will not occur in the future. See also the risk factor under the heading “We may experience increased costs or losses resulting from the hazards and uncertainties associated with mining” earlier in this section.

Geotechnical or tailings storage facility failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs and other impacts, which could result in a material adverse effect on our results of operations and financial position.

Shortages of critical parts and equipment may adversely affect our operations and development projects.

The mining industry has been impacted, from time to time, by increased demand for critical resources such as input commodities, drilling equipment, trucks, shovels and tires. These shortages have, at times, impacted the efficiency of our operations,

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and resulted in cost increases and delays in construction of projects; thereby impacting operating costs, capital expenditures and production and construction schedules.

Risks Related to the Jurisdictions in Which We Operate

Our operations are subject to risks of doing business in multiple jurisdictions.

Exploration, development, production and mine closure activities are subject to regional, political, economic, community and other risks of doing business in multiple jurisdictions, including:

Potential instability of foreign governments and changes in government policies, including relating to or in response to changes of U.S. laws or foreign policies;
Expropriation or nationalization of property;
Restrictions on the ability to pay dividends offshore or to otherwise repatriate funds;
Restrictions on the ability of local operating companies to sell gold and other metals offshore for U.S. dollars, or on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts;
Import and export regulations, including restrictions on the export of gold, silver, copper, zinc and/or lead;
Disadvantages relating to submission to the jurisdiction of foreign courts or arbitration panels or enforcement or appeals of judgments at foreign courts or arbitration panels against a sovereign nation within its own territory;
Royalty and tax increases or claims, including retroactive increases and claims and requests to renegotiate terms of existing investment agreements, contracts of work, leases, royalties and taxes, by governmental entities, including such increases, claims and/or requests by the governments of Argentina, Australia, Canada, Chile, the Dominican Republic, Ghana, Mexico, Peru, Suriname, the State of Colorado and the State of Nevada in the U.S.;
Changes in laws or regulations in the jurisdictions in which we operate, including in changes resulting from changes in political administrations;
Fines, fees, and sanctions imposed for failure to comply with the laws and regulations of the jurisdictions in which we operate;
Risk of loss due to inability to access our properties or operations;
Other risks arising out of foreign sovereignty over the areas in which our operations are conducted, including risks inherent in contracts with government owned entities such as unilateral cancellation or renegotiation of contracts, licenses or other mining rights;
Delays in obtaining or renewing, or the inability to obtain, maintain or renew, necessary governmental permits, mining or operating leases and other agreements and/or approvals;
Risk of loss due to civil strife, acts of war, guerrilla activities, insurrection and terrorism;
Claims for increased mineral royalties or ownership interests by local or indigenous communities;
Risk of loss due to criminal activities such as trespass, blockade, local artisanal or illegal mining, theft and vandalism;
Delays in obtaining or renewing collective bargaining or certain labor agreements;

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Disadvantages of competing against companies from countries that are not subject to the rigorous laws and regulations of the U.S. or other jurisdictions, including without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the Dodd-Frank Act;
Increases in training and other costs and challenges relating to requirements by governmental entities to employ the nationals of the country in which a particular operation is located;
Increased financing costs;
Currency fluctuations, particularly in countries with high inflation;
Foreign exchange controls;
Increases in costs relating to, or restrictions or prohibitions on, the use of ports for concentrate storage and shipping, such as in relation to our Boddington operation where use of alternative ports is not currently economical, or in relation to our ability to procure economically feasible ports for developing projects;
Risk of disruption, damage or failure of information technology systems, and risk of loss and operational delays due to impacts to operational technology systems, such as due to cyber-attacks, malicious software computer viruses, security breaches, design failures and natural disasters;
Risk of loss due to disease, such as malaria or the Zika virus, and other potential endemic health issues, such as Ebola; and
Disadvantage and risk of loss due to the limitations of certain local health systems and infrastructure to contain diseases and potential endemic health issues.

Consequently, our exploration, development and production activities may be affected by these and other factors, many of which are beyond our control, some of which could materially adversely affect our financial position or results of operations.

New legislation and tax risks in certain operating jurisdictions could negatively affect us.

We have operations and conduct business in a number of jurisdictions, which may increase our susceptibility to sudden tax changes. For instance, a new 12% export duty was imposed by the Argentine government in 2018, which could affect our Argentine operations. In the province of Santa Cruz, Argentina, a new local procurement law was passed requiring extractive industries to procure at least 50% of their goods and services from registered local providers, which could further impact our operational results. Taxation laws and other regulations of the jurisdictions in which we operate are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course. Any unexpected taxes imposed on us could have a material and adverse impact on our Company.

Changes in mining or investment policies or shifts in political and social attitudes in the jurisdictions in which we operate may adversely affect our operations or profitability.

Our operations may be affected in a number of ways by laws and regulations related, but not limited to: restrictions on production; price controls; export controls; import restrictions, such as restrictions applicable to, among other things, equipment, services and supplies, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of mineral claims, environmental legislation, land use, surface land access, land claims of local communities, water use, and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as partners with carried or other interests, any of which may adversely affect our operations or profitability.

In addition, as governments continue to struggle with deficits and concerns over the potential and actual effects of depressed economic conditions, many of them have targeted the mining and metals sector in order to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries have

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implemented changes to their mining regimes that reflect increased government control over or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership and takeovers, mandatory government participation in mining enterprises, taxation and royalties, working conditions, rates of exchange, exchange controls, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, as well as requirements intended to boost the local economy, including usage of local goods and employment of local and community staff or contractors, among other benefits to be provided to local residents. The effects of the various requirements and uncertainties related to the economic risks of operating in foreign jurisdictions cannot be accurately predicted and could have a material adverse effect on our financial position or results of operations.

Our operations at Yanacocha and the development of our Conga project in Peru are subject to political and social unrest risks.

During the last several years, Minera Yanacocha S.R.L. (“Yanacocha”), in which we own a 51.35% interest, and whose properties include the mining operations at Yanacocha and the Conga project in Peru, has been the target of local political and community protests, some of which blocked the road between the Yanacocha mine and Conga project complexes and the City of Cajamarca in Peru and resulted in vandalism and equipment damage. We cannot predict whether similar or more significant incidents will occur in the future. The recurrence of significant political or community opposition or protests could continue to adversely affect the Conga Project’s development and the continued operation of Yanacocha.

Construction activities on our Conga project were suspended on November 30, 2011, at the request of Peru’s central government following increasing protests in Cajamarca by anti-mining activists led by the regional president. At the request of the Peruvian central government, the environmental impact assessment prepared in connection with the project, which was previously approved by the central government in October 2010, was reviewed by independent experts in an effort to resolve allegations around the environmental viability of Conga. This review concluded that the environmental impact assessment complied with international standards and provided some recommendations to improve water management. Yanacocha focused on the construction of water reservoirs prior to the development of other project facilities. However, development of Conga is contingent upon generating acceptable project returns and getting local community and government support. Under the current social and political environment, the Company does not anticipate being able to develop Conga for at least the next five years. Due to the uncertainty surrounding the project’s development, the Company has allocated its exploration and development capital to other projects in recent years, and the Conga project is currently in care and maintenance. Should the Company be unable to develop the Conga project, the Company may have to consider other alternatives for the project, which may result in a future impairment charge.

The Central Government of Peru continued to support responsible mining as a vehicle for the growth and future development of Peru in 2018. However, we are unable to predict whether the Central government will continue to take similar positions in the future. The regional government of Cajamarca and other political parties actively opposed the Conga project in the past. We are unable to predict the positions that will be taken in the future and whether such positions or changes in law will affect Yanacocha or Conga. Such changes may include increased labor regulations, environmental and other regulatory requirements, and additional taxes and royalties, as well as future protests, community demands and road blockages. We cannot predict future positions of either the Central or regional government on foreign investment, mining concessions, land tenure or other regulation. Any change in government positions or laws on these issues could adversely affect the assets and operations of Yanacocha or Conga, which could have a material adverse effect on our results of operations and financial position. Additionally, the inability to develop Conga or operate at Yanacocha could have an adverse impact on our growth and production in the region.

In addition, in early 2015, the Peruvian government agency responsible for certain environmental regulations, the Ministry of the Environment (“MINAM”), issued proposed water quality criteria for designated beneficial uses which apply to mining companies, including Yanacocha. These criteria would modify the in-stream water quality criteria pursuant to which Yanacocha has been designing water treatment processes and infrastructure. In December 2015, MINAM issued the final regulation that modified the water quality standards. In response in February 2017, Yanacocha submitted its proposed modification to the previously approved Environmental Impact Assessment to the Mining Ministry (“MINEM”), which is still under review. After approval, MINEM may allow up to three years to develop and implement the modifications to the water management system. In the event Yanacocha is unsuccessful in implementing the modifications in compliance with the new regulations and deadlines, it could result in fines and penalties relating to potential intermittent non-compliant exceedances. In addition, if accepted the treatment options will result in increased costs. These impacts may adversely impact the future cost and financial performance of our operations in Peru.

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Our Merian operation in Suriname is subject to political and economic risks.

We hold a 75% interest in the Merian gold mine in the mid-eastern part of Suriname. The president of Suriname and others, including a number of members of the current administration, have been named defendants in a trial in connection with the deaths of certain political opponents in 1982. Those proceedings were previously halted based upon an executive order. However, in January 2017, a court in Suriname directed that the trial be recommenced and such trial proceeding ended on November 30, 2018. The trial entered the final stage of rendering a verdict by the court. The exact date for the judgement by the court is not yet known, but judgement is expected in the second half of 2019.The prosecutor in the trial has recommended that the current president be sentenced to 20 years prison for murder. Such a sentencing could result in civil and political instability, and heighten the risk of abrupt changes in the government and national policy impacting foreign investment and operators.

Operations in Suriname are governed by a mineral agreement with the Republic of Suriname that establishes the terms and conditions under which Merian operations and development are conducted. The mineral agreement was approved by parliament and requires approval by parliament to change. No assurances can be made that the government will not request changes to the agreement in the future. While the government is generally considered by the Company to be mining friendly, it is possible that the current or future government may adopt substantially different policies, make changes in taxation treatment or regulations, take arbitrary action which might halt operations, increase costs, or otherwise impact mining and exploration rights and/or permits, any of which could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and/or financial condition.

The government of Suriname previously exercised its option to participate in a fully-funded 25 percent equity ownership stake in Merian. Suriname manages its participation through Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), a Surinamese corporation that is wholly owned by the government. The Company can make no assurances that Staatsolie will have sufficient funds or borrowing ability in order to make their capital commitments in accordance with the terms of the partnership agreement. See the risk factor under the heading “Future funding requirements may affect our business” later in this section.

Artisanal and illegal miners have been active on, or adjacent to, the Merian mine in recent years. See the risk factor under the heading “Civil disturbances, criminal activities, including illegal mining, and artisanal mining, occurs on or adjacent to certain of our properties, which can disrupt business and expose the Company to liability” earlier in this “Risk Factors” section for additional information. 

Our operations at Ahafo and Akyem in Ghana are subject to political, economic and other risks.

Newmont operates in Ghana pursuant to a Revised Investment Agreement ratified by Ghana’s Parliament in 2015, which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for Newmont operations in Ghana, to 2025 for Ahafo and 2027 for Akyem. However, since early 2018, and to address budgetary pressures, the Government of Ghana has initiated measures to mobilize additional revenue from the mining industry and other sectors of the economy as it attempts to increase revenue collection through various tax investigations, proposed new fees and other vehicles. There has also been an increase in anti-mining sentiment in Ghana on the back of claims of the industry is not contributing its fair share to national development. These may result in government claims of extra revenue owed them by the Company and other mining companies operating in Ghana, further resulting in increased revenue and tax initiatives.

On December 24, 2018, two individual plaintiffs, who are members of the Ghana Parliament (“Plaintiffs”) filed, a writ to invoke the original jurisdiction of the Supreme Court of Ghana. On January 16, 2019, Plaintiffs filed the Statement of Plaintiff’s Case outlining the details of the Plaintiff’s case and subsequently served Newmont Ghana Gold Limited (“NGGL”) and Newmont Golden Ridge Limited (“NGRL”,) along with the other named defendants, the Attorney General of Ghana, the Minerals Commission of Ghana and 33 other mining companies with interests in Ghana. The Plaintiffs allege that under article 268 of the 1992 Constitution of Ghana that the mining company defendants are not entitled to carry out any exploitation of minerals or other natural resources in Ghana, unless their respective transactions, contracts or concessions are ratified or exempted from ratification by the Parliament of Ghana. Newmont’s current mining leases are both previously ratified by Parliament (with respect to NGGL June 13, 2001 mining lease, ratified by Parliament October 21, 2008 and NGRL January 19, 2010 mining lease ratified by Parliament December 3, 2015). The writ alleges that any mineral exploitation prior to Parliament ratification is unconstitutional. The Plaintiffs seek several remedies including, without limitation, an injunction precluding exploitation of minerals by any mining company without prior Parliament ratification, and declaration that all revenue as a result of violation of the Constitution should be recovered via cash equivalent. An

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adverse decision on this matter could affect our business and could have an adverse effect on our results of operations and financial position.

The Peñasquito Mine is subject to transportation risks that could have a negative impact on our ability to operate that mine.

Concentrates containing combinations of gold, silver, zinc and lead are produced in large quantities at the Peñasquito Mine and loaded onto highway road vehicles for transport to in-country smelters or to sea ports for export to foreign smelters in markets such as Asia, Europe and North America. This type of process involves a high level of environmental and financial risk. We could be subject to potential significant increases in road and maritime transportation charges and treatment and refining charges. Transportation of such concentrate is also subject to numerous risks including, but not limited to, delays in delivery of shipments, road blocks, terrorism, theft, weather conditions and environmental liabilities in the event of an accident or spill. We could be subject to limited smelter availability and capacity and could also face the risk of a potential interruption of business from a third party beyond our control, which in both cases could have a material adverse effect on our operations and revenues. As an example of this type of risk, Peñasquito mine operations were affected by a contractor/community blockade from April-June 2019. Production was halted for part of this time. We can provide no assurance that smelting, refining or transportation contracts for the Peñasquito Mine’s products will be entered into on acceptable terms or at all.

Our business operations may be adversely affected by violence and crime in Mexico.

Various areas in Mexico are affected by persistent violence and crime. Incidents of criminal activity, trespass, theft and vandalism have occasionally affected our employees and contractors at our Peñasquito Mine located in north-central Mexico. We can provide no assurance that security incidents, in the future, will not have a material adverse effect on our operations, including reclamation activities, especially if criminal activity and violence continue to escalate. In addition, our response to criminal activities can give rise to additional risks should they not be carried out consistently with international standards relating to the use of force and respect for human rights. Such incidents may halt or delay production, increase operating costs; result in harm to employees, contractors, visitors or community members; decrease operational efficiency due to employee absenteeism and other factors; increase community tensions or otherwise adversely affect our ability to conduct business.

We do not have direct ownership or possession rights to use the surface of the lands for our Mexican mining operations.

Article 27 of the Mexican Constitution and subsequent legislation established the “ejido” and communal landholding as forms of land tenure in Mexico. Ejidos are structured as communities or townships with internal administration and surveillance boards. Ejido property is land granted by the Mexican government to individuals for agricultural and ranching purposes that may exist either for the exclusive use of an individual beneficiary (the “parcels”), or for the common benefit of the Ejido (the “communal land”), both subject to the Mexican Agrarian Law. There are more than 20 ejido communities in the vicinity of our Mexican mining operations and ejido lands cover most of the lands used by us for our current mining operations at our Peñasquito Mine and nearby exploration activities. We enter into temporary occupation agreements ranging from five to 30 years with the ejido communities, which allow us to use the surface of the lands for our mining operations. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time we may be involved in negotiations with various ejido communities to enter into new temporary occupation agreements or other surface access agreements or amend existing agreements. Failure to reach new agreements or disputes regarding existing agreements may cause, blockades, suspension of operations, delays to projects, and on occasion, may lead to legal disputes.

Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina and labor unrest.

There continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at the provincial level in Santa Cruz where our Cerro Negro Mine is located. Inflation remains a challenge in Argentina, with the level of inflation during 2018 reaching 47.6%, the highest since 1991. Current estimates for 2019 reflect a possible reduction of inflation to a range of 25 to 30%. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation, especially after the 2019 national elections.

The economic environment in the province of Santa Cruz continues to be fragile. In 2017, the national government agreed to grant a loan to the province, and in exchange the province agreed to comply with certain financial covenants, which may be difficult to achieve. This created some disruption during 2018 and may continue to create additional social disruption during 2019. The risk of

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economic and social disruption may also increase due to the impact of the 2019 national and provincial elections. Disruptions may include roadblocks by local communities and unions. We can provide no assurance that disruptions from roadblocks will not occur in the future that could adversely affect access to, and operations at, the Cerro Negro Mine.

In addition, during 2018 and the first quarter of 2019, we experienced work stoppages by miners represented by the Asociacion Obrera Minera Argentina (“AOMA”), Province of Santa Cruz delegation at the Cerro Negro Mine. We can provide no assurance that issues with the AOMA or other unions will not occur in the future that could adversely affect operations at the Cerro Negro Mine.

Risks Related to Our Common Stock

The price of our common stock may be volatile, which may make it difficult for you to resell the common stock when you want or at prices you find attractive.

The market price and volume of our common stock may be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations, business prospects or liquidity. Among the factors that could affect the price of our common stock are:

changes in gold, and to a lesser extent, silver, copper, zinc or lead prices;
operating and financial performance that vary from the expectations of management, securities analysts and investors or our financial outlook;
developments in our business or in the mining sector generally;
regulatory changes affecting our industry generally or our business and operations;
the operating and stock price performance of companies that investors consider to be comparable to us;
announcements of strategic developments, acquisitions and other material events by us or our competitors;
our ability to integrate and operate the companies and the businesses that we acquire;
response to activism; and
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Holders of our common stock may not receive dividends.

Holders of our common stock are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants and financial ratios related to existing or future indebtedness. Although we have historically declared cash dividends on our common stock, we are not required to declare cash dividends on our common stock and our Board of Directors may modify the dividend policy or reduce, defer or eliminate our common stock dividend in the future.

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Risks Related to the Combined Company Following the Newmont Goldcorp Transaction

As disclosed in this Form 10-Q, on April 18, 2019,Newmont closed its acquisition of Goldcorp Inc. following receipt of all regulatory approvals and approval by Newmont’s and Goldcorp’s shareholders of the resolutions at the shareholder meetings on April 11 and April 4, 2019, respectively. The Newmont Goldcorp transaction could subject us to significant risks, including those described below.

Significant demands will be placed on the combined company as a result of the combination.

As a result of the Newmont Goldcorp transaction, significant demands will be placed on the managerial, operational and financial personnel and systems of Newmont. We cannot provide any assurance that the systems, procedures and controls of Newmont will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the combination. The future operating results of Newmont will be affected by the ability of our officers and key employees to manage changing business conditions, to integrate Newmont and Goldcorp, to implement a new business strategy and to improve our operational and financial controls and reporting systems.

We may not realize the anticipated benefits of the Newmont Goldcorp Transaction and the integration of Goldcorp and Newmont may not occur as planned.

The Newmont Goldcorp transaction has been agreed with the expectation that its completion will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for Newmont. These anticipated benefits will depend in part on whether Goldcorp’s and Newmont’s operations can be integrated in an efficient and effective manner. The on-going integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees.

The performance of operations could be adversely affected if, among other things, Newmont is not able to achieve the anticipated savings and synergies expected to be realized in entering the Newmont Goldcorp transaction, or retain key employees to assist in the integration and operation of Goldcorp and Newmont. The integration of Newmont and Goldcorp may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of Newmont. Although Newmont and its advisors have conducted due diligence on the operations of Goldcorp, there can be no guarantee that Newmont is aware of any and all liabilities of Goldcorp. For example, the compliance mechanisms and monitoring programs adopted and implemented by Goldcorp prior to the Newmont Goldcorp transaction may not adequately prevent or detect possible violations of environmental, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other applicable laws and failure by Goldcorp to comply with any of the foregoing legislation prior to the Newmont Goldcorp transaction could result in severe criminal or civil sanctions and may subject Newmont to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of Newmont. As a result of these factors, it is possible that certain benefits expected from the Newmont Goldcorp transaction may not be realized.

Goldcorp’s public filings were subject to Canadian disclosure standards, which differ from SEC disclosure requirements.

Prior to the Newmont Goldcorp transaction, Goldcorp’s mineral reserves and mineral resource estimates were prepared in accordance with the disclosure standards of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification system under Canadian securities laws, which differ from the requirements of United States securities laws.

Industry Guide 7 and NI 43-101 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed in accordance with NI 43-101, but these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.

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“Inferred mineral resources” under NI 43-101 have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. By contrast, under Industry Guide 7 standards, a “final or “bankable” feasibility study is typically required to report reserves or cash flow analysis to designate reserves. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Expectations regarding the combined mineral reserves and mineralized material of Newmont and Goldcorp following the closing of the Newmont Goldcorp transaction remain subject to adjustment, pending continuing review of Goldcorp’s mineral reserves in accordance with SEC Industry Guide 7 standards. 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 two-year transition period. Newmont will be required to comply with the new rules for fiscal years 2021 and after. Accordingly, future adjustment may also occur due to the differing standards under the new requirements.

Additionally, the prior Goldcorp estimates of mineral reserves and mineralized material are subject to uncertainty and were based upon certain price, cost and modeling assumptions, interpretations of geologic data obtained from drill holes and other exploration techniques. Such assumptions may prove to be incorrect and geologic data may not necessarily be indicative of future results. In addition, the basis for those determinations may differ from Newmont’s standards. For example, the Company’s standards for drill spacing required to estimate mineral resources at various confidence levels may differ from those of Goldcorp’s prior to the Newmont Goldcorp transaction. As a result, future adjustment may also occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors. See also the risk factor titled “Estimates of proven and probable reserves and mineralized material are uncertain and the volume and grade of ore actually recovered may vary from our estimates.”

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

Total Number of

Maximum Number (or

Total Number of

Maximum Number (or

Total

Shares Purchased

Approximate Dollar Value)

Total

Shares Purchased

Approximate Dollar Value)

Number

Average

as Part of

of Shares that may

Number

Average

as Part of

of Shares that may

of Shares

Price Paid

Publicly Announced

yet be Purchased

of Shares

Price Paid

Publicly Announced

yet be Purchased

Period

Purchased(1)

Per Share(1)

Plans or Programs(2)

under the Plans or Programs(2)

Purchased(1)

Per Share(1)

Plans or Programs(2)

under the Plans or Programs(2)

April 1, 2019 through April 30, 2019

89,028

$

33.52

$

100,000,000

May 1, 2019 through May 31, 2019

21,227

$

31.13

$

100,000,000

June 1, 2019 through June 30, 2019

46,062

$

32.55

$

100,000,000

July 1, 2019 through July 31, 2019

19,847

$

36.71

$

100,000,000

August 1, 2019 through August 31, 2019

53,612

$

37.76

$

100,000,000

September 1, 2019 through September 30, 2019

20,368

$

36.58

$

100,000,000

(1)The total number of shares purchased (and the average price paid per share) reflects shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 89,02819,847 shares, 21,22753,612 shares and 46,06220,368 shares for the fiscal months of April, MayJuly, August and JuneSeptember 2019, respectively.
(2)The Company’s Board of Directors authorized a stock repurchase program, under which the Company was authorized to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting in the current year, provided that the aggregate value of shares of common stock repurchased does not exceed $100 million, and no shares of common stock may be repurchased under the program after December 31, 2019. The Company did not repurchase any shares in the secondthird quarter of 2019 under the stock repurchase program. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including trading volume, market conditions, legal requirements, business conditions and other factors. The repurchase program may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.       MINE SAFETY DISCLOSURES.

At Newmont, safety is a core value, and we strive for superior performance. No work-related fatalities occurred at any Newmont site or facility during the second quarter of 2019. However, April 2019 marked the first anniversary of the tragic loss of six contractors who were working on the construction of a structure at the Ahafo Mill Expansion project in Ghana. We learned critical lessons from the thorough investigation conducted after the accident. These lessons have been applied across our operations and projects as we

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renew our commitment to making sure our people go home safe every day. We also shared lessons with the broader mining community to help prevent similar accidents from happening elsewhere.

Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Newmont, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.

In addition, we have established our “Rapid Response” process to mitigate and prevent the escalation of adverse consequences if existing risk management controls fail, particularly if an incident may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, so as to reduce the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, to ensure communications are being carried out in accordance with legal and ethical requirements and to identify actions in addition to those addressing the immediate hazards.

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The operation of our U.S. based minesmine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our minesmine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years.

Newmont is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Quarterly Report. It is noted that the Nevada mines owned by Nevada Gold Mines LLC, a joint venture between the Company (38.5%) and Barrick Gold Corporation (“Barrick”) (61.5%), are not included in the Company’s Exhibit 95 mine safety disclosure reporting as such sites are operated by our joint venture partner, Barrick.

ITEM 5.       OTHER INFORMATION.

Appointment2020 Annual Meeting of Certain Officers; Compensatory ArrangementsStockholders

The Company’s 2020 Annual Meeting of Certain Officers.

On July 23, 2019,Stockholders will be held on April 21, 2020 (the “Annual Meeting”). At the BoardAnnual Meeting, stockholders will elect directors; approve, on an advisory basis, the compensation of Directors (the “Board”) of Newmont Goldcorp Corporation (the “Company” or “Newmont”) approved the named executive officers; ratify the Audit Committee’s appointment of Tom Palmer (currently servingErnst & Young LLP as President)our independent registered accounting firm for 2020; and transact such other business as may properly come before the meeting.

Stockholder Proposal Deadlines

The date of the Annual Meeting is more than 30 days from the anniversary date of the 2019 Annual Meeting of Stockholders and the Company is hereby informing stockholders of the updated deadlines for submitting any stockholder proposals in accordance with the rules and regulations promulgated by the SEC and the Company’s By-Laws. For a stockholder proposal to be included in the roleproxy statement and form of President and Chief Executive Officerproxy for the Annual Meeting, the proposal must have been received by the Corporate Secretary of the Company effective October 1,at our principal executive offices no later than December 4, 2019. AtStockholder proposals must conform to, and include the same time, Mr. Palmer will also joininformation required by, SEC Rule 14a-8. Notice of director nominees submitted under our By-Laws’ proxy access provisions must be received by the Board. He will succeed Gary J. Goldberg, who will continue to serve as Chief Executive Officer until October 1, 2019. From October 1, 2019 until March 31, 2020, Mr. Goldberg will serve as Executive Advisor to support the CEO transition process and then retire from the Company. During the period of October 1, 2019 to March 31, 2020, Mr. Goldberg’s annual salary will be reduced to $100,000. Mr. Goldberg will not be eligible for the 2020 annual bonus or any new 2020 stock-based awards.

In the President and Chief Executive Officer position, Mr. Palmer will have a base salary of $1,175,000 and be eligible for annual short-term incentives (cash bonus) and long-term incentives (equity bonus) pursuant to the termsCorporate Secretary of the Senior Executive Compensation PlanCompany by no earlier than November 24, 2019, and no later than December 24, 2019. In addition, under our By-Laws, stockholders not using proxy access in connection with director nominations must give advance notice of nominations for directors or other business to be addressed at the Annual Meeting and such notice must be received by the Corporate Secretary of the Company at the E1 level and the Section 16 Officer and Senior Executive Annual Incentive Compensation Program, which includes annual target levels of 150% of base salary for short-term incentives and $5,500,000 for long-term incentives, subject to change based on an annual total pay review, effective October 1, 2019, with compensation for 2019 being pro-rated based on time in role. Mr. Palmer will be eligible to participate in the Executive Change of Control Plan and the Executive Severance Plan of the Company. He will be eligible to receive tax planning assistance to assist with tax filings in the U.S. and Australia, and will be eligible to participate in the benefit programs generally available to senior executives of the Company. Mr. Palmer will not receive additional compensation as an employee-director of the Board. Mr. Palmer’s appointment has no specified term and his employment with the Company will remain on an at-will basis. There is no other arrangement or understanding between Mr. Palmer and any other persons pursuant to which he was elected as the President and Chief Executive Officer or as a director of the Company. Mr. Palmer does not have a family relationship with any member of the Board of Directors or anyprincipal executive officeroffices of the Company no earlier than the close of business on January 22, 2020, and Mr. Palmer has not been a participant or had any interest in any transaction withno later than February 21, 2020. The notice of director nominees and the advance notice must include the information required by our By-Laws, which are available on our website at https://www.newmontgoldcorp.com/about/governance-ethics/. Mailings to the Corporate Secretary of the Company that is reportable under Item 404(a)should be addressed to the attention of Regulation S-K.

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Per the announcement on February 4, 2019, Rob Atkinson was appointed as Executive Vice President and Chief Operating Officer on June 1, 2019. On July 30, 2019, the Company will grant Mr. Atkinson $3.25 million in restricted stock units, representing his new hire sign on award of equity. The restricted stock units will vest ratably over a three year period. The award amount represents an annual equity grant of $2.5 million and a sign on amount of $750,000 to compensate for compensation Mr. Atkinson forfeitedLogan Hennessey at his prior employer. The $2.5 million in annual equity grant is typically granted in the form of two-thirds performance leveraged stock units and one-third restricted stock units under the Company’s compensation programs. However, given the timing of Mr. Atkinson’s employment starting date, and to avoid performance leveraged stock units with an alternative performance period than all others granted by the Company in 2019, Mr. Atkinson received his initial annual grant only in the form of restricted stock units.principal executive offices at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

ITEM 6.       EXHIBITS.

Exhibit
Number

    

Description

2.1**10.1*

-

Implementation Agreement, dated as of March 10, 2019, between Barrick Gold CorporationSection 16 Officer and Registrant. Incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 12, 2019.

2.2

-

First Amendment to Implementation Agreement, dated as of June 30, 2019, between Barrick Gold Corporation and Registrant. Incorporated by reference to Exhibit 2.2 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 5, 2019.

3.1

-

Amended and Restated Certificate of Incorporation of Registrant, dated April 17, 2019. Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 22, 2019.

3.2

-

By-Laws of Registrant, amended and restated effective as of April 23, 2019. Incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019.

4.1

-

Indenture, dated as of April 22, 2019, by and among Registrant, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A. Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.2

-

Form of 3.625% Notes due 2021 (included as Exhibit A of Exhibit 4.1). Incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.3

-

Form of 3.700% Notes due 2023 (included as Exhibit B of Exhibit 4.1). Incorporated by reference to Exhibit 4.3 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.4

-

Form of 5.450% Notes due 2044 (included as Exhibit C of Exhibit 4.1). Incorporated by reference to Exhibit 4.4 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.5

-

Registration Rights Agreement, dated as of April 22, 2019, by and among Registrant, Newmont USA Limited, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. Incorporated by reference to Exhibit 4.5 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019.

4.6

-

Indenture, dated as of March 22, 2005, among Registrant, Newmont USA Limited and Citibank, N.A. Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 22, 2005.

4.7

-

First Supplemental Indenture, dated as of July 1, 2019, among Registrant, Newmont USA Limited, Nevada Gold Mines LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 5, 2019.

10.1

-

Credit Agreement, dated as of April 4, 2019, among Registrant, the lenders party thereto, and Citibank, N.A., as Administrative Agent, Bank of Montreal, Chicago Branch, and JP Morgan Chase Bank, N.A. as Co-Syndication Agents, and The Bank of Nova Scotia, BNP Paribas Securities Corp. and TD Securities (USA) LLC, as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 10, 2019.

10.2*

-

Senior Executive Annual Incentive Compensation Program of Registrant, effective January 1, 2019. Filed herewith.

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Exhibit
Number

Description

10.3*

-

Equity Bonus Program for Grades E-5 to E-6, effective January 1, 2019. Filed herewith.

10.4***

-

Amended and Restated Limited Liability Company Agreement of Nevada Gold Mines LLC, dated July 1, 2019, among Barrick Gold Corporation, Barrick Nevada Holding LLC, Registrant, Newmont USA Limited and Nevada Gold Mines LLC. Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 5, 2019.

31.1

-

Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.

31.2

-

Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer, filed herewith.

32.1

-

Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, furnished herewith.

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Exhibit
Number

Description

32.2

-

Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer, furnished herewith.

95

-

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith.

99.1*

-

Goldcorp Inc. Amended and Restated 2005 Stock Option Plan. Incorporated by reference to Exhibit 99.1 to Registrant’s Form S-8 filed with the Securities and Exchange Commission on June 14, 2019.

101

-

101.INS

XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Labels

101.PRE

XBRL Taxonomy Extension Presentation

104

Cover Page Interactive Data File (embedded within the XBRL document)

* This exhibit relates to compensatory plans or arrangements.

** Certain schedules are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally any omitted schedules to the SEC upon request.

*** Portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

NEWMONT MGININGOLDCORP CORPORATION

(Registrant)

Date: July 25,November 5, 2019

/s/ NANCY K. BUESE

Nancy K. Buese

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: July 25,November 5, 2019

/s/ JOHN W. KITLEN

John W. Kitlen

Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

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