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Newmont Mining Corporation | |||
| 6363 South Fiddler’s Green Circle | ||||
| Greenwood Village, CO 80111 | ||||
| T 303.863.7414 | ||||
| F 303.837.5837 | ||||
| www.newmont.com |
April 11, 2017
VIA EDGAR AND FEDEX
Joel Parker
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and Mining
Securities and Exchange Commission
100 F Street NE, Stop 4628
Washington, DC 20549
| Re: | Newmont Mining Corporation (the “Company”) |
Form10-K for Fiscal Year Ended December 31, 2016 (the “Form10-K”)
Filed February 21, 2017
FileNo. 001-31240
Dear Mr. Parker:
Please find below the responses of Newmont Mining Corporation, a Delaware corporation (the “Company” or “Newmont”), to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter to Ms. Nancy Buese of the Company dated April 6, 2017 (the “Comment Letter”).
For ease of reference, each comment contained in the Comment Letter is reprinted below in bold and is followed by the Company’s response.
Form10-K for the Fiscal Year Ended December 31, 2016
Non-GAAP Financial Measures
Adjusted net income (loss), page 79
| 1. | You state that net income (loss) adjustments are generally presented net of tax at the Company’s statutory effective tax rate of 35%. Please tell us how you considered the guidance in Question 102.11 of the updatedNon-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and revise your disclosures as appropriate. |
Response:
The Company acknowledges the Staff’s comment and has reviewed the updatedNon-GAAP Compliance and Disclosure Interpretations (“C&DI”) issued on May 17, 2016, including the guidance in Question 102.11. The Company will present the adjustments included in itsnon-GAAP reconciliation ofAdjusted net income (loss)on a before tax basis and will include a separate adjustment line for the income tax effects related to thosenon-GAAP adjustments going forward.
Mr. Joel Parker
April 11, 2017
Page 2
| 2. | In footnote (12) to the tabular disclosure on page 81, you state that tax adjustments include movements in tax valuation allowance and tax adjustments and that these tax adjustments were primarily the result of a tax restructuring and a loss carryback which resulted in an increase in your valuation allowance on credits and capital losses. Please tell us if these tax adjustments all relate to thenon-GAAP adjustments noted in footnotes (2) through (11) and if not quantify any adjustments that are unrelated to these items and explain why you believe they are appropriate. |
Response:
TheTax adjustments line in the Company’snon-GAAP reconciliation ofAdjusted net income (loss) on pages 79 and 80 does not include the income tax amounts related to thenon-GAAP adjustments described in footnotes (2) through (11), except for the valuation allowance impact from the Yanacocha impairment charge (see table below).
TheTax adjustments line represents the net impact of increases and decreases inValuation allowances on deferred income tax assets, as well as other immaterial tax adjustments noted in the table below:
Tax adjustmentsDetails | Amount Year ended December 31, 2016 | |||
Change in valuation allowance for Yanacocha impairment charge | $ | 174 | ||
Change in valuation allowance for our investment in Yanacocha | 114 | |||
Change in valuation allowance for loss carryback | 119 | |||
Net change in valuation allowance for other foreign tax credits, alternative minimum tax credits, and capital losses | 75 | |||
Net change in valuation allowance for tax restructuring transactions | 3 | |||
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TotalChange in valuation allowance on deferred tax assets | $ | 485 | ||
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Other | 15 | |||
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TotalTax adjustments | $ | 500 | ||
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The Company’s management believes thenon-GAAP adjustments described above asTax adjustments are appropriate because these adjustments are not related to the continuing operations of the Company and its direct and indirect subsidiaries relating to the sale of its products. Management usesAdjusted net income (loss) to evaluate the Company’s operating performance and for planning and forecasting future business operations.
The Company will include additional details and amounts consistent with those shown above for the components ofTax adjustments included in itsnon-GAAP reconciliations ofAdjusted net income (loss) going forward.
Mr. Joel Parker
April 11, 2017
Page 3
The Company will make the changes described above in future documents filed or furnished with the Commission beginning with the Company’s planned filing of its first quarter 2017 Form10-Q on April 25, 2017.
******
In connection with responding to the Staff’s comments, the Company is aware of and acknowledges that:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If the Staff wishes to discuss the responses provided above at any time, please do not hesitate to contact John W. Kitlen, Vice President, Controller and Chief Accounting Officer at (303)837-5474, or Logan Hennessey, Vice President, Associate General Counsel and Corporate Secretary, at (303)837-5674.
| Sincerely, |
| /s/ Nancy Buese |
Nancy Buese Executive Vice President and Chief Financial Officer |
| cc: | Raj Rajan |
Stephen Gottesfeld, Executive Vice President and General Counsel
John Kitlen, Vice President, Controller and Chief Accounting Officer
Logan Hennessey, Vice President, Associate General Counsel and Corporate Secretary
Ron Butler, Partner, Ernst & Young