NEM 10-K Annual Report Dec. 31, 2017 | Alphaminr
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NEM 10-K Fiscal year ended Dec. 31, 2017

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NEWMONT CORP /DE/
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TABLE OF CONTENTS
Part IItem 1. Business (dollars in Millions, Except Per Share, Per Ounce and Per Pound Amounts)Item 1A. Risk Factors (dollars in Millions, Except Per Share, Per Ounce and Per Pound Amounts)Item 2. Properties (dollars in Millions, Except Per Share, Per Ounce and Per Pound Amounts)Item 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchase Of Equity SecuritiesItem 6. Selected Financial Data (dollars in Millions, Except Per Share)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 The CompanyNote 2 Summary Of Significant Accounting PoliciesNote 3 Discontinued OperationsNote 4 Business AcquisitionNote 5 Segment InformationNote 6 Reclamation and RemediationNote 7 Impairment Of Long-lived AssetsNote 8 Other Expense, NetNote 9 Other Income, NetNote 10 Income and Mining TaxesNote 11 Equity Income (loss) Of AffiliatesNote 12 Net Income (loss) Attributable To Noncontrolling Interests From Continuing OperationsNote 13 Newmont Equity and Income (loss) Per ShareNote 14 Employee-related BenefitsNote 15 Stock-based CompensationNote 16 Fair Value AccountingNote 17 Derivative InstrumentsNote 18 InvestmentsNote 19 InventoriesNote 20 Stockpiles and Ore on Leach PadsNote 21 Property, Plant and Mine DevelopmentNote 22 DebtNote 23 Other LiabilitiesNote 24 Reclassifications Out Of Accumulated Other Comprehensive Income (loss)Note 25 Net Change in Operating Assets and LiabilitiesNote 26 Supplemental Cash Flow InformationNote 27 Operating Lease CommitmentsNote 28 Condensed Consolidating Financial StatementsNote 29 Commitments and ContingenciesNote 30 Unaudited Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Stock Purchase Agreement, dated as of June 8, 2015 by and among Registrant and AngloGold Ashanti North America Inc., AngloGold Ashanti USA Incorporated, AngloGold Ashanti (Colorado) Corp., GCGC LLC and, for limited purposes, AngloGold Ashanti Limited. Incorporated by reference to Exhibit 2.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on June 10, 2015. 2.2 NTPBV Share Sale and Purchase Agreement by and among Nusa Tenggara Partnership BV, as vendor, Newmont Mining Corporation, as vendor guarantor, Sumitomo Corporation, as vendor guarantor, and PT Amman Mineral Internasional, as purchaser, dated June 30, 2016. Incorporated by reference to Registrants Form 8-K filed with the Securities and Exchange Commission on July 5, 2016. 2.3 Sale and Purchase Agreement PTPI Loan by and among NVL (USA) Limited, as original lender, Newmont Mining Corporation, as original lender guarantor, and PT Amman Mineral Internasional, as new lender, dated June 30, 2016. Incorporated by reference to Registrants Form 8-K filed with the Securities and Exchange Commission on July 5, 2016. 3.1 Certificate of Incorporation of Registrant, restated as of October 28, 2009. Incorporated by reference to Exhibit 3.1 to Registrants Form 10-Q for the period ended September 30, 2009, filed with the Securities and Exchange Commission on October 29, 2009. 3.2 By-Laws of the Registrant as amended and restated effective as of February 12, 2016. Incorporated by reference to Exhibit 3.2 to Registrants Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on February 17, 2016. 4.3 Base Indenture, dated September18, 2009, among Registrant, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on September18, 2009. 4.4 First Supplemental Indenture, dated September 18, 2009, among Registrant, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of 5.125% Senior Note due 2019, form of 6.250% Senior Note due 2039, and forms of Guaranty for the 2019 Notes and 2039 Notes). Incorporated by reference to Exhibit 4.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on September18, 2009. 10.1* Savings Equalization Plan, amended and restated, of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective December 31, 2008. Incorporated by reference to Exhibit 10.1 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 19, 2009. 10.2* Amendment One to the December 31, 2008 restated Savings Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2010 and Amendment Two to the December 31, 2008 restated Savings Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2011, both incorporated by reference to Exhibit 10.59 to Registrants Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012. 10.3* Amendment Three to the December 31, 2008 restated Savings Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2013, incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended September 30, 2013, filed with the Securities and Exchange Commission on October 31, 2013. 10.4* Amendment Four to the December 31, 2008 restated Savings Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective September 1, 2013, incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended September 30, 2013, filed with the Securities and Exchange Commission on October 31, 2013. 10.5* Amendment Five to the December 31, 2008 restated Savings Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2016, incorporated by reference to Exhibit 10.5 to Registrants Form 10-K for the period ended December 31, 2016, filed with the Securities and Exchange Commission on February 21, 2017. 10.6* Pension Equalization Plan, amended and restated, of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective December 31, 2008. Incorporated by reference to Exhibit 10.2 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 19, 2009. 10.7* Amendment One to the December 31, 2008 restated Pension Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2014, Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended June 30, 2014 filed, with the Securities and Exchange Commission on July 30, 2014. 10.8* Amendment Two to the December 31, 2008 restated Pension Equalization Plan of Newmont USA Limited, a wholly owned subsidiary of the Registrant, effective January 1, 2016, incorporated by reference to Exhibit 10.8 to Registrants Form 10-K for the period ended December 31, 2016, filed with the Securities and Exchange Commission on February 21, 2017. 10.9* 2005 Stock Incentive Plan, amended and restated effective October 26, 2005. Incorporated by reference to Exhibit 10.1 of Registrants Form 8-K filed with the Securities and Exchange Commission on October 31, 2005. 10.10* 2013 Stock Incentive Plan. Incorporated by reference to Appendix A of the Registrants Schedule 14A filed with the Securities and Exchange Commission on March 7, 2013. 10.11* Form of Award Agreement used for Executive Officers to grant stock options pursuant to Registrants 2005 Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 of Registrants Form 8-K filed with the Securities and Exchange Commission on October31, 2005. 10.12* Form of Award Agreement used for non-employee Directors to grant director stock units pursuant to the 2005 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 of Registrants Form 8-K filed with the Securities and Exchange Commission on June 17, 2005. 10.13* Form of Award Agreement used for non-employee Directors to grant director stock units pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit10.8 to Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on July 26, 2013. 10.14* 2014 Form of Award Agreement used for Executive Officers to grant restricted stock units, pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on April 25, 2014. 10.15* 2014 Form of Award Agreement used for Executive Officers to grant restricted stock units, pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on April 25, 2014. 10.16* 2016 Form of Award Agreement used for Executive Officers to grant restricted stock units, pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended March 31, 2016, filed with the Securities and Exchange Commission on April 20, 2016. 10.17* 2016 Restricted Stock Unit Agreement for supplemental restricted stock unit award to E. Randall Engel, dated February 22, 2016. Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended March31, 2016, filed with the Securities and Exchange Commission on April 20, 2016. 10.18* 2016 Restricted Stock Unit Agreement for supplemental restricted stock unit award to Stephen P. Gottesfeld, dated February 22, 2016. Incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q for the period ended March 31, 2016, filed with the Securities and Exchange Commission on April 20, 2016. 10.19* 2017 Form of Award Agreement used for Executive Officers to grant restricted stock units, pursuant to Registrants 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.6 to Registrants Form 10-Q for the period ended June 30, 2017, filed with the Securities and Exchange Commission on July 25, 2017. 10.20* 2017 Form of Award Agreement used for Executive Officers to grant performance leveraged stock units, pursuant to Registrants 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.7 to Registrants Form 10-Q for the period ended June 30, 2017, filed with the Securities and Exchange Commission on July 25, 2017. 10.21* Strategic Stock Unit Bonus Program for Grades E-5 to E-6 of Registrant, effective January 1, 2014. Incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on April 25, 2014. 10.22* Senior Executive Compensation Program of Registrant, as amended and restated effective January 1, 2014. Incorporated by reference to Exhibit 10.5 to Registrants Form 10-Q for the period ended March 31, 2014, filed with the Securities and Exchange Commission on April 25, 2014. 10.23* Section 16 Officer and Senior Executive Annual Incentive Compensation Program of Registrant, effective January1, 2015. Incorporated by reference to Exhibit 10.6 to Registrants Form 10-Q for the period ended March31, 2015, filed with the Securities and Exchange Commission on April 24, 2015. 10.24* Senior Executive Compensation Program of Registrant, effective January 1, 2015. Incorporated by reference to Exhibit 10.7 to Registrants Form 10-Q for the period ended March 31, 2015, filed with the Securities and Exchange Commission on April 24, 2015. 10.25* Senior Executive Compensation Program of Registrant, as amended and restated effective January 1, 2016. Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended June 30, 2016, filed with the Securities and Exchange Commission on July 20, 2016. 10.26* Section 16 Officer and Senior Executive Annual Incentive Compensation Program, amended and restated effective January 1, 2016. Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended June 30, 2016, filed with the Securities and Exchange Commission on July 20, 2016. 10.27* Senior Executive Compensation Program of Registrant, effective January 1, 2017, incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q for the period ended June 30, 2017, filed with the Securities and Exchange Commission on July 25, 2017. 10.28* Section 16 Officer and Senior Executive Annual Incentive Compensation Program, effective January 1, 2017, filed herewith. 10.29* Equity Bonus Program for Grades E-5 to E-6, effective January 1, 2017, incorporated by reference to Exhibit 10.5 to Registrants Form 10-Q for the period ended June 30, 2017, filed with the Securities and Exchange Commission on July 25, 2017. 10.30* Officers Death Benefit Plan as Amended and Restated effective January 1, 2013, of Newmont USA Limited, a wholly owned subsidiary of Registrant.Incorporated by reference to Exhibit 10.21 to Registrants Form 10-K for the period ended December 31, 2015, filed with the Securities and Exchange Commission on February 17, 2016. 10.31* Amendment One to the Officers Death Benefit Plan as Amended and Restated effective January 1, 2013, of Newmont USA Limited, a wholly owned subsidiary of Registrant, incorporated by reference to Exhibit 10.29 to Registrants Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 21, 2017. 10.32* Amendment Two to the Officers Death Benefit Plan as Amended and Restated effective January 1, 2013, of Newmont USA Limited, a wholly owned subsidiary of Registrant, filed herewith. 10.33* Executive Change of Control Plan, amended and restated effective December 31, 2008, of Newmont USA Limited, a wholly owned subsidiary of Registrant. Incorporated by reference to Exhibit 10.20 to Registrants Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 19, 2009. 10.34* Amendment One to the December 31, 2008 Executive Change of Control Plan of Newmont, amended and restated by Newmont USA Limited, a wholly owned subsidiary of Registrant, effective January 1, 2012, and Amendment Two to the December 31, 2008 Executive Change of Control Plan of Newmont, amended and restated by Newmont USA Limited, a wholly owned subsidiary of Registrant, effective January 1, 2012. Incorporated by reference to Exhibit 10.58 to Registrants Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012. 10.35* Amendment Three to the December 31, 2008 Executive Change of Control Plan of Newmont, amended and restated by Newmont USA Limited, a wholly owned subsidiary of Registrant, effective January 1, 2012, filed herewith. 10.36* Form of Waiver and Release Agreement to the December 31, 2008 Executive Change of Control Plan of Newmont USA Limited, a wholly owned subsidiary of Registrant, effective December 31, 2017, filed herewith. 10.37* 2012 Executive Change of Control Plan, effective January 1, 2012, of Newmont USA Limited, a wholly owned subsidiary of Registrant. Incorporated by reference to Exhibit 10.57 to Registrants Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 24, 2012. 10.38* 2014 Executive Severance Plan of Newmont, amended and restated effective January 1, 2014. Incorporated by reference to Exhibit 10.68 to Registrants Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015. 10.39* Amendment One to the Executive Severance Plan of Newmont, amended and restated effective January 1, 2014. Incorporated by reference to Exhibit 10.69 to Registrants Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015. 10.40* Amendment Two to the Executive Severance Plan of Newmont. Incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on October 29, 2015. 10.41* Amendment Three to the Executive Severance Plan of Newmont, incorporated by referenceto Exhibit 10.36 to Registrants Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 21, 2017. 10.42 Amendment and Restatement Agreement, dated as of May 25, 2017, restating the Credit Agreement, dated as of May 20, 2011 (as amended by the First Amendment dated as of May 15, 2012, the Second Amendment dated as of March 31, 2014 and the Third Amendment dated as of March 3, 2015), by and among Newmont Mining Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on May26, 2017. 10.43 Reaffirmation Agreement, dated May 25, 2017, by Newmont USA Limited and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on May 26, 2017. 10.44 Mineral Agreement dated and effective as of November 22, 2013, between the Republic of Suriname and Suriname Gold Company, LLC., a wholly owned subsidiary of the Registrant, as clarified by bulletin and letters dated September 10, 2013 and November 21, 2013, respectively. Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended June 30, 2014 filed with the Securities and Exchange Commission on July30, 2014. 10.45 2015 Investment Agreement between the Republic of Ghana and Newmont Ghana Gold Limited. Incorporated by reference to Exhibit 10.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on December22, 2015. 10.46 2015 Investment Agreement between the Republic of Ghana and Newmont Golden Ridge Limited. Incorporated by reference to Exhibit 10.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on December22, 2015. 12.1 Statement re Computation of Ratio of Earnings to Fixed Charges, filed herewith. 21 Subsidiaries of Newmont Mining Corporation, filed herewith. 23.1 Consent of Ernst & Young LLP, filed herewith. 24 Power of Attorney, filed herewith. 31.1 Certification Pursuant to Rule 13A-14 or 15D-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 15D-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 Principal Executive Officer, furnished herewith. 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 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.