NEM 10-K Annual Report Dec. 31, 2019 | Alphaminr
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NEM 10-K Fiscal year ended Dec. 31, 2019

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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 8. Financial Statements and Supplementary DataNote 1 The CompanyNote 2 Summary Of Significant Accounting PoliciesNote 3 Business AcquisitionNote 4 Nevada Gold Mines Joint VentureNote 4 Nevada Gold Mines Joint VenturNote 5 Segment InformationNote 6 SalesNote 7 Reclamation and RemediationNote 8 Impairment Of Long-lived AssetsNote 9 Other Expense, NetNote 10 Other Income, NetNote 11 Income and Mining TaxesNote 12 Equity Income (loss) Of AffiliatesNote 13 Discontinued OperationsNote 14 Net Income (loss) Attributable To Noncontrolling Interests From Continuing OperationsNote 15 Newmont Equity and Net Income (loss) Per Common ShareNote 16 Employee-related BenefitsNote 17 Stock-based CompensationNote 18 Fair Value AccountingNote 19 Derivative InstrumentsNote 20 InvestmentsNote 21 InventoriesNote 22 Stockpiles and Ore on Leach PadsNote 23 Property, Plant and Mine DevelopmentNote 24 GoodwillNote 25 DebtNote 26 Lease and Other Financing ObligationsNote 27 Other LiabilitiesNote 28 Reclassifications Out Of Accumulated Other Comprehensive Income (loss)Note 29 Net Change in Operating Assets and LiabilitiesNote 30 Supplemental Cash Flow InformationNote 31 Condensed Consolidating Financial StatementsNote 32 Commitments and ContingenciesNote 33 Unaudited Supplementary DataNote 34 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Information About Our Executive OfficersItem 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 KCGM Share Sale Deed, dated as of December 17, 2019, between Newmont Goldcorp Australia Pty Ltd and Northern Star Resources Limited. Incorporated by reference to Exhibit 10.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on December 18, 2019. 2.2** Arrangement Agreement, dated as of January 14, 2019, by and among Registrant and Goldcorp Inc. Incorporated by reference to Exhibit 2.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on January 14, 2019. 2.3 First Amendment to Arrangement Agreement, dated as of February 19, 2019, by and among Registrant and Goldcorp Inc. Incorporated by reference to Exhibit 2.5 of Registrants Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019. 2.4** Implementation Agreement, dated as of March 10, 2019, between Barrick Gold Corporation and Registrant. Incorporated by reference to Exhibit 2.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on March 12, 2019. 2.5 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 Registrants Form 8-K filed with the Securities and Exchange Commission on July 5, 2019. 3.1 Amended and RestatedCertificate of Incorporation of Registrant, dated April 17, 2019. Incorporated by reference to Exhibit 3.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on April 22, 2019. 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated January 6, 2020. Incorporated by reference to Exhibit 3.1 to Registrants Form 8-K filed with the Securities and Exchange Commission on January 6, 2020. 3.3 By-Laws of the Registrant amended and restated as of January 6, 2020. Incorporated by reference to Exhibit 3.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on January 6, 2020. 4.2 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 Registrants Form 8-K filed with the Securities and Exchange Commission on July 5, 2019. 4.3 Second Supplemental Indenture, dated as of August 23, 2019, among Registrant, Newmont USA Limited and the Bank of New York Mellon Trust Company, N.A, as trustee. Incorporated by reference to Exhibit 4.3 to Registrants Form 8-K filed with the Securities and Exchange Commission on August 29, 2019. 4.4 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. 4.5 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. 4.6 Second Supplemental Indenture, dated March 8, 2012, among Registrant, Newmont USA Limited and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of 3.500% Senior Note due 2022 and form of 4.875% Senior Note due 2042, and forms of Guaranty for the 2022 Notes and 2042 Notes). Incorporated by reference to Exhibit 4.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on March 9, 2012. 4.7 Third Supplemental Indenture, dated as of September 16, 2019, among Registrant, Newmont USA Limited and the Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference to Exhibit 4.2 to Registrants Form 8-K filed with the Securities and Exchange Commission on September 16, 2019. 4.8 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 Registrants Form 8-K filed with the Securities and Exchange Commission on April 23, 2019. 4.9 Description of Securities of Registrant registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed herewith. 10.1* 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. 10.2* 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. 10.3* 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. 10.4* 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. 10.5* 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. 10.6* 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. 10.7* 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. 10.8* 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. 10.9* 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. 10.10* Amendment to 2017 Performance Leveraged Stock Unit Agreement between Registrant and Gary Goldberg, effective February 21, 2019. Incorporated by reference to Exhibit 10.3 of Registrants Form 10-Q for the period ending March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019. 10.11* 2018 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 10.21 of Registrants Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019. 10.12* 2018 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 10.22 of Registrants Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019. 10.13* 2019 Form of Award Agreement used globally to grant restricted stock units, pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.2 of Registrants Form 10-Q for the period ending March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019. 10.14* 2019 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 10.1 of Registrants Form 10-Q for the period ending March 31, 2019, filed with the Securities and Exchange Commission on April 25, 2019. 10.15* Form of Global 2018 Director Stock Unit Award Agreement to grant director stock units, pursuant to Registrants 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.23 of Registrants Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019. 10.16* Form of Global 2019 Director Stock Unit Award Agreement to grant director stock units, pursuant to Registrants 2013 Stock Incentive Plan, filed herewith. 10.17* Offer of Director Stock Units to Australian Resident Directors regarding the grant of Director Stock Units under the Registrants 2013 Stock Incentive Plan to eligible Australian resident directors of Registrant. Incorporated by reference to Exhibit 10.24 of Registrants Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 21, 2019. 10.18* 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. 10.19* Senior Executive Compensation Program of Registrant, effective January 1, 2018. Incorporated by reference to Exhibit 10-1 to the Registrants Form 10-Q for the period ended March 31, 2018, filed with the Securities and Exchange Commission on April 26, 2018. 10.20* Senior Executive Compensation Program of Registrant, effective January 1, 2019. Incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q for the period ended June 30, 2019, filed with the Securities and Exchange Commission on July 25, 2019. 10.21* Section 16 Officer and Senior Executive Annual Incentive Compensation Program of Registrant, effective January 1, 2019. Incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the period ended September 30, 2019, filed with the Securities and Exchange Commission on November 5, 2019. 10.22* 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. 10.23* Equity Bonus Program for Grades E-5 to E-6, effective January 1, 2018. Incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the period ended March 31, 2018, filed with the Securities and Exchange Commission on April 26, 2018. 10.24* Equity Bonus Program for Grades E-5 to E-6, effective January 1, 2019. Incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the period ended June 30, 2019, filed with the Securities and Exchange Commission on July 25, 2019. 10.25* 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. 10.26* 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. 10.27* 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. Incorporated by reference to Exhibit 10.35 to Registrants Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 22, 2018. 10.28* 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. Incorporated by reference to Exhibit 10.36 to Registrants Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 22, 2018. 10.29* 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. 10.30* 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. 10.31* Amendment One to the Executive Severance Plan of Newmont, amended and restated effective January1, 2014. Incorporated by reference to Exhibit 10.69 to Registrants Form 10-K for the year ended December31, 2014, filed with the Securities and Exchange Commission on February 20, 2015. 10.32* 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. 10.33* Amendment Three to the Executive Severance Plan of Newmont. Incorporated by reference to 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. 10.34* Goldcorp Inc. Amended and Restated 2005 Stock Option Plan. Incorporated by reference to Exhibit 99.1 to Registrants Form S-8 filed with the Securities and Exchange Commission on June 14, 2019. 10.35 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. 10.36 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. 10.37 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. 10.38 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 JPMorgan 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 Registrants Form 8-K filed with the Securities and Exchange Commission on April 10, 2019. 10.39 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 Registrants Form 8-K filed with the Securities and Exchange Commission on July 5, 2019. 21 Subsidiaries of Newmont Corporation, filed herewith. 23.1 Consent of Ernst & Young LLP, filed herewith. 23.2 Consent of PricewaterhouseCoopers 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.