Newmont 10Q 2019 Q3 Quarterly report

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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 September 30, 2019

☐	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

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 (303) 863-7414

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 819,838,680 shares of common stock outstanding on October 29, 2019.

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TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION
THIRD 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	63
	Overview	63
	Consolidated Financial Results	64
	Results of Consolidated Operations	72
	Foreign Currency Exchange Rates	82
	Liquidity and Capital Resources	83
	Environmental	86
	Non-GAAP Financial Measures	86
	Accounting Developments	98
	Safe Harbor Statement	98
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	100
ITEM 4.	CONTROLS AND PROCEDURES	102
	PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	103
ITEM 1A.	RISK FACTORS	103
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	103
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	103
ITEM 4.	MINE SAFETY DISCLOSURES	103
ITEM 5.	OTHER INFORMATION	104
ITEM 6.	EXHIBITS	104
SIGNATURES		106

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NEWMONT GOLDCORP CORPORATION

THIRD QUARTER 2019 RESULTS AND HIGHLIGHTS

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Financial Results:
Sales	$	2,713	$	1,726	$	6,773	$	5,205
Gold	$	2,483	$	1,656	$	6,376	$	4,976
Copper	$	40	$	70	$	163	$	229
Silver	$	78	$	—	$	109	$	—
Lead	$	25	$	—	$	38	$	—
Zinc	$	87	$	—	$	87	$	—
Costs applicable to sales ⁽¹⁾	$	1,392	$	995	$	3,736	$	2,989
Gold	$	1,232	$	952	$	3,412	$	2,853
Copper	$	28	$	43	$	115	$	136
Silver	$	60	$	—	$	101	$	—
Lead	$	25	$	—	$	45	$	—
Zinc	$	47	$	—	$	63	$	—
Net income (loss) from continuing operations	$	2,252	$	(140)	$	2,423	$	309
Net income (loss)	$	2,204	$	(124)	$	2,323	$	365
Net income (loss) from continuing operations attributable to Newmont stockholders	$	2,226	$	(161)	$	2,340	$	283
Per common share, diluted:
Net income (loss) from continuing operations attributable to Newmont stockholders	$	2.71	$	(0.31)	$	3.30	$	0.53
Net income (loss) attributable to Newmont stockholders	$	2.65	$	(0.27)	$	3.16	$	0.63
Adjusted net income (loss) ⁽²⁾	$	292	$	175	$	560	$	504
Adjusted net income (loss) per share, diluted ⁽²⁾	$	0.36	$	0.33	$	0.79	$	0.94
Earnings before interest, taxes and depreciation and amortization ⁽²⁾	$	3,403	$	222	$	4,637	$	1,492
Adjusted earnings before interest, taxes and depreciation and amortization ⁽²⁾	$	1,079	$	636	$	2,445	$	1,825
Net cash provided by (used in) operating activities of continuing operations					$	1,668	$	1,095
Free Cash Flow ⁽²⁾					$	635	$	332
Cash dividends declared per common share⁽³⁾	$	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 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.

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NEWMONT GOLDCORP CORPORATION

THIRD QUARTER 2019 RESULTS AND HIGHLIGHTS

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


	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 94 thousand ounces and 169 thousand ounces for the three and nine months ended September 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 86.

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Third Quarter 2019 Highlights

●

Nevada Gold Mines Joint Venture: On July 1, 2019, Newmont Goldcorp and Barrick Gold Corporation consummated the transaction establishing Nevada Gold Mines LLC (“NGM”). NGM is owned 38.5% by Newmont Goldcorp and owned 61.5% and operated by Barrick. The formation of NGM diversifies the Company’s footprint in Nevada and allows Newmont Goldcorp to benefit from additional efficiencies through integrated mine planning and processing. The Company accounts for its interest in NGM using the proportionate consolidation method, thereby recognizing its pro-rata share of the assets, liabilities and operations of NGM.

●

Net income: Delivered net income from continuing operations attributable to Newmont stockholders of $2,226 or $2.71 per diluted share, an increase of $2,387 from the prior-year quarter primarily due to the gain recognized on the formation of Nevada Gold Mines as well as higher production and realized gold prices.

●

Adjusted net income: Delivered Adjusted net income of $292 or $0.36 per diluted share, a $0.03 increase from the prior-year quarter (See “Non-GAAP Financial Measures” beginning on page 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 $1,668 for the nine months ended September 30, 2019, a 52% increase from the prior year, and free cash flow of $635 (See “Non-GAAP Financial Measures” beginning on page 86).

●

Portfolio improvements: Closed the Nevada Gold Mines joint venture; divested the 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 1.64 million ounces of gold, an increase of 28% over the prior-year quarter.

●

Financial strength: Ended the quarter with $2.7 billion of consolidated cash and net debt of $4.8 billion, supporting an investment-grade credit profile; declared a third 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. Additional projects represent incremental improvements to production and cost guidance.

Quecher Main, South America. This project adds oxide production at Yanacocha, leverage existing infrastructure and enable potential future growth at Yanacocha. First production was achieved in late 2018 and commercial production was declared in October 2019. Quecher Main extends the life of the Yanacocha operation to 2027 with average annual gold production of approximately 200,000 ounces per year (on a consolidated basis) between 2020 and 2025. Development capital costs (excluding capitalized interest) since approval were $181, of which $28 related to the third 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 was achieved in September 2019 and commercial production was declared in October 2019. The expansion is expected to increase 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 $163 of which $20 related to the third quarter of 2019.

Borden, North America. This project is a new underground mine expected to extend profitable production at the Porcupine complex. Commercial production was declared in October 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.

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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 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.

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NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net income (loss)	$	2,204	$	(124)	$	2,323	$	365
Other comprehensive income (loss):
Change in marketable securities, net of tax of $-, $-, $-, and $-, respectively		2		—		3		1
Foreign currency translation adjustments		(5)		4		7		—
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)		(8)		12		19		27
Comprehensive income (loss)	$	2,196	$	(112)	$	2,342	$	392

Comprehensive income (loss) attributable to:
Newmont stockholders	$	2,170	$	(133)	$	2,259	$	366
Noncontrolling interests		26		21		83		26
	$	2,196	$	(112)	$	2,342	$	392

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

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NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	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 $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.

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NEWMONT GOLDCORP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)


	At September 30,		At December 31,
	2019		2018
ASSETS
Cash and cash equivalents	$	2,712	$	3,397
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		5,698		5,277
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		440		401
Goodwill (Note 3, Note 4)		3,078		58
Other non-current assets (Note 24)		534		584
Total assets	$	40,763	$	20,715

LIABILITIES
Debt (Note 25)	$	626	$	626
Accounts payable		532		303
Employee-related benefits		356		305
Income and mining taxes payable		132		71
Lease and other financing obligations (Note 26)		97		27
Other current liabilities (Note 27)		868		455
Current liabilities		2,611		1,787
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		2,965		612
Employee-related benefits		454		401
Silver streaming agreement (Note 6)		1,069		—
Other non-current liabilities (Note 27)		1,000		314
Total liabilities		18,279		9,203

Contingently redeemable noncontrolling interest (Note 14)		49		47

EQUITY
Common stock		1,317		855
Treasury stock		(118)		(70)
Additional paid-in capital		18,460		9,618
Accumulated other comprehensive income (loss) (Note 28)		(265)		(284)
Retained earnings (accumulated deficit)		2,036		383
Newmont stockholders' equity		21,430		10,502
Noncontrolling interests		1,005		963
Total equity		22,435		11,465
Total liabilities and equity	$	40,763	$	20,715

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

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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		—
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 $0.42 for the three and nine months ended September 30, 2019, respectively. Special dividends declared per common share were $- and $0.88 for the three and nine months ended September 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 $73 for the nine months ended September 30, 2019 represent cash calls requested from Staatsolie for the Merian mine of $69 and NGM for the South Arturo mine of $4. Staatsolie paid $71 and NGM paid $4 for cash calls during the nine months ended September 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

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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, 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 $0.42 for the three and nine months ended September 30, 2018, respectively.
⁽²⁾		Cash calls requested from noncontrolling interests of $75 for the nine months ended September 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.

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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 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$” refer to Canadian currency.

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 2 managers appointed by Newmont and 3 managers appointed by Barrick. Newmont and Barrick have an equal number of representatives on NGM’s technical, exploration and finance advisory committees. For further information, see Note 4.

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, 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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NEWMONT GOLDCORP CORPORATION

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 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.

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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NEWMONT GOLDCORP CORPORATION

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, Accounting 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.

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 26.

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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)

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 has 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 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 has 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 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 has 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 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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NEWMONT GOLDCORP CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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 September 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 the Goldcorp transaction as of September 30, 2019:


Assets:
Cash and cash equivalents ⁽¹⁾	$	117
Trade receivables		95
Investments ⁽¹⁾		179
Equity method investments ⁽²⁾		2,843
Inventories		534
Stockpiles and ore on leach pads		57
Property, plant & mine development ⁽³⁾		11,281
Goodwill⁽⁴⁾		2,752
Deferred income tax assets		121
Other assets ⁽¹⁾		509
Total assets		18,488

Liabilities:
Debt⁽⁵⁾		3,304
Accounts payable		249
Employee-related benefits ⁽⁶⁾		148
Income and mining taxes payable		17
Lease and other financing obligations⁽⁷⁾		414
Reclamation and remediation liabilities ⁽⁸⁾		948
Deferred income tax liabilities ⁽⁹⁾		1,837
Silver streaming agreement ⁽¹⁰⁾		1,165
Other liabilities ⁽¹¹⁾		950
Total liabilities		9,032

Net assets acquired	$	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.

(3)

The preliminary 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. During the quarter, measurement period adjustments of $39 increased Property, plant and mine development, primarily due to further refinements of estimates.

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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)

(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.

(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.

(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.

(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.

(11)

Other liabilities includes the preliminary balance of $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 $710 and $1,159 and Goldcorp net income (loss) of $72 and $(17) from the acquisition date to the three and nine months ending September 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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Sales	$	2,713	$	2,359	$	7,501	$	7,485
Net income (loss) ⁽¹⁾		2,178		(210)		2,101		380

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

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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 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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NEWMONT GOLDCORP CORPORATION

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.

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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 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"). In 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 effective 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 5 geographic regions; North America, South America, Australia, Africa and 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 4 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.

The Company’s newly formed Nevada reportable segment includes Carlin, Phoenix, Twin Creeks and Long Canyon mines, while the CC&V mine continues to be included in the North America reportable segment. The mines in the Nevada reportable segment were previously included in the North America reportable segment. In the third quarter of 2019, the Company added NGM to the Nevada reportable segment, which reflects the Company’s 38.5% ownership interest in 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’s segments is as follows:

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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)


							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 $1; consolidated capital expenditures on a cash basis were $428.

(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.

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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)


							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 $9; consolidated capital expenditures on a cash basis were $274.

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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)

							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.

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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)

(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.

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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 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.

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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

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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
Nine Months Ended September 30, 2019
CC&V	$	313	$	—	$	—	$	313
Red Lake		93		—		—		93
Musselwhite		7		—		—		7
Porcupine		201		—		—		201
Éléonore		234		—		—		234
Peñasquito
Gold		2		78		—		80
Silver ⁽¹⁾		—		109		—		109
Lead		—		38		—		38
Zinc		—		87		—		87
Total Peñasquito		2		312		—		314
North America		850		312		—		1,162

Yanacocha		576		—		—		576
Merian		542		—		—		542
Cerro Negro		310		—		—		310
South America		1,428		—		—		1,428

Boddington
Gold		176		545		—		721
Copper		—		119		—		119
Total Boddington		176		664		—		840
Tanami		490		—		—		490
Kalgoorlie		233		—		—		233
Australia		899		664		—		1,563

Ahafo		615		—		—		615
Akyem		436		—		—		436
Africa		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	$	5,644	$	1,101	$	28	$	6,773

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

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

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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
Nine Months Ended September 30, 2018
CC&V	$	270	$	—	$	—	$	270
North America		270		—		—		270

Yanacocha		479		—		—		479
Merian		455		—		—		455
South America		934		—		—		934

Boddington
Gold		182		477		—		659
Copper		—		168		—		168
Total Boddington		182		645		—		827
Tanami		449		—		—		449
Kalgoorlie		331		—		—		331
Australia		962		645		—		1,607

Ahafo		395		—		—		395
Akyem		401		—		—		401
Africa		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	$	4,384	$	785	$	36	$	5,205

Trade Receivables

The following table details the receivables included within Trade receivables:


	At September 30,		At December 31,
	2019		2018
Receivables from Sales:
Gold sales from doré	$	44	$	40
Sales from concentrate production		339		211
Sales from cathode production		—		3
Total receivables from Sales	$	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 $(5), respectively, for the three months ended September 30, 2019 and an increase (decrease) of $- and $1, respectively, for the three months ended September 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 $2 and $(4), respectively, for the nine months ended September 30, 2019 and an increase (decrease) of $(5) and $(2), respectively, for the nine months ended September 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-production method.

NOTE 7 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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Reclamation adjustments	$	14	$	—	$	14	$	—
Reclamation accretion		38		26		96		75
Total reclamation expense		52		26		110		75

Remediation adjustments		9		3		49		17
Remediation accretion		1		2		6		4
Total remediation expense		10		5		55		21
	$	62	$	31	$	165	$	96

Reclamation and remediation adjustments: For 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 primarily related to an update of the project cost estimates that resulted in an increase of $26 at the Dawn mine site, increased water management cost estimates of $11 at the Con Mine and other remediation project spend at other sites. In September 2018, the Company updated assumptions for future water management cost estimates of $8 at the Idarado remediation site.

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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 following are reconciliations of Reclamation and remediation liabilities:


	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 $71 and $65 at September 30, 2019 and December 31, 2018, respectively, and was included in Other current liabilities. Included in the current portion of reclamation liabilities is $11 relating to the Newmont Goldcorp transaction and $24 relating to NGM. The current portion of remediation liabilities was $88 and $49 at September 30, 2019 and December 31, 2018, respectively, and was included in Other current liabilities. Included in the current portion of remediation liabilities is $40 relating to the Newmont Goldcorp transaction. At September 30, 2019 and December 31, 2018, $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 September 30, 2019 and December 31, 2018, $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 22% greater or 0% lower than the amount accrued at September 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 September 30, 2019 and December 31, 2018 are $42 and $42 respectively, of non-current restricted cash held for purposes of settling reclamation and remediation obligations. Of the amounts at September 30, 2019, $33 was related to the Ahafo and Akyem mines in Ghana, Africa, $6 related to NGM in Nevada, United States and $3 was related to the Midnite (Dawn) mine site in 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 September 30, 2019 and December 31, 2018 was $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.

Refer to Notes 25 and 31 for further discussion of reclamation and remediation matters.

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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 consulting and severance costs incurred related to the Nevada JV Agreement for 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 10 OTHER INCOME, NET


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Change in fair value of investments	$	19	$	(26)	$	75	$	(21)
Interest		10		15		44		39
Gain (loss) on asset and investment sales, net		(1)		1		32		100
Foreign currency exchange, net		11		16		13		37
Insurance proceeds		—		25		—		25
Restructuring and other		(8)		—		(8)		—
Impairment of investments		(1)		—		(2)		—
Other		1		6		12		17
	$	31	$	37	$	166	$	197

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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 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 11 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 September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
Income (loss) before income and mining tax and other items			$	2,778			$	(128)			$	3,073			$	460

U.S. Federal statutory tax rate	21	%	$	583	21	%	$	(27)	21	%	$	645	21	%	$	97
Reconciling items:
Percentage depletion	(1)			(19)	16			(21)	(1)			(36)	(10)			(46)
Change in valuation allowance on deferred tax assets	3			87	(10)			13	4			111	4			16
Adjustment to provisional expense related to the Tax Cuts and Job Act	—			—	—			—	—			—	(10)			(45)
Foreign rate differential	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	(1)			(38)	(13)			17	—			(1)	10			47
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⁾	(6)			(147)	—			—	(5)			(150)	—			—
Other	1			29	—			1	2			50	1			6
Income and mining tax expense	20	%	$	558	(2)	%	$	3	23	%	$	703	27	%	$	126

(1)

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

NOTE 12 EQUITY INCOME (LOSS) OF AFFILIATES

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. 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.

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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 20 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 $154 as of September 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.

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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 13 NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Holt royalty obligation	$	(47)	$	19	$	(102)	$	55
Batu Hijau contingent consideration and other ⁽¹⁾		(1)		(3)		2		1
Net income (loss) from discontinued operations	$	(48)	$	16	$	(100)	$	56

(1)	See Note 19 for details on the Batu Hijau contingent consideration.

The Holt Royalty Obligation

At September 30, 2019 and December 31, 2018, the estimated fair value of the Holt royalty obligation was $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 nine months ended September 30, 2019, the Company recorded a gain (loss) of $(47) and $(102), net of a tax benefit (expense) of $- and $-, respectively, related to the Holt royalty obligation. During the three and nine months ended September 30, 2018, the Company recorded a gain (loss) of $19 and $55, net of tax benefit (expense) of $(6) and $(15), respectively, related to the Holt royalty obligation.

During the nine months ended September 30, 2019 and 2018, the Company paid $7 and $8, respectively, related to the Holt royalty obligation. Refer to Note 18 for additional information on the Holt royalty obligation.

NOTE 14 NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Merian	$	19	$	14	$	58	$	42
Yanacocha		7		7		25		(16)
	$	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 September 30,		At December 31,
	2019		2018
Current assets:
Cash and cash equivalents	$	49	$	40
Trade receivables		36		38
Inventories		85		82
Stockpiles and ore on leach pads		37		35
Other current assets ⁽¹⁾		2		5
		209		200
Non-current assets:
Property, plant and mine development, net		738		766
Stockpiles and ore on leach pads		5		—
Other non-current assets ⁽²⁾		8		4
Total assets	$	960	$	970

Current liabilities:
Accounts payable	$	17	$	23
Other current liabilities ⁽³⁾		28		27
		45		50
Non-current liabilities:
Reclamation and remediation liabilities		26		25
Other non-current liabilities ⁽⁴⁾		5		1
Total liabilities	$	76	$	76

(1)	Other current assets include other receivables, prepaid assets and other current assets.

(2)	Other non-current assets include intangibles and operating ROU assets.

(3)	Other current liabilities include employee-related benefits and other current liabilities.

(4)	Other non-current liabilities include employee-related benefits and operating lease liabilities.

NOTE 15 NEWMONT EQUITY AND NET INCOME (LOSS) PER COMMON SHARE

In 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

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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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
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

Weighted average common shares (millions):
Basic		820		533		708		533
Effect of employee stock-based awards		2		2		1		2
Diluted		822		535		709		535

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

The Company reported a loss from continuing operations attributable to Newmont stockholders for the three months ended September 30, 2018. Therefore, the potentially dilutive effects for the three months ended September 30, 2018 were not included in the computation of diluted loss per common share attributable to Newmont stockholders because their inclusion would have been anti-dilutive to the computation.

The Company repurchased and retired approximately 0.8 million and 2.7 million shares of its common stock for $26 and $96 during the three and nine months ended September 30, 2018, 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 nine months ended September 30, 2019, the Company withheld 0.1 million and 1.3 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 nine months ended September 30, 2018, respectively, for payments of employee withholding taxes related to the vesting of stock awards.

NOTE 16 EMPLOYEE PENSION AND OTHER BENEFIT PLANS


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Pension benefit costs (credits), net ⁽¹⁾:
Service cost	$	7	$	7	$	21	$	23
Interest cost		11		10		34		31
Expected return on plan assets		(16)		(17)		(48)		(51)
Amortization, net		6		8		17		24
Curtailment		8		—		8		—
	$	16	$	8	$	32	$	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)


	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 17 STOCK-BASED COMPENSATION


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Stock-based compensation:
Restricted stock units	$	15	$	12	$	54	$	34
Performance leveraged stock units		7		7		22		23
Goldcorp performance share units		1		—		15		—
Goldcorp phantom restricted share units		2		—		5		—
	$	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 1 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. The Company allocated $9 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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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. The Company allocated $1 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 September 30, 2019, the Company included Employee-related benefits of $10 related to the cash-settled Goldcorp PSUs and Goldcorp Phantom RSUs on its Condensed Consolidated Balance Sheet.

NOTE 18 FAIR 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).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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 $6,765 and $4,044 at September 30, 2019 and December 31, 2018, respectively. The fair value measurement of debt was based on an independent third party pricing source.

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 19. All other fair value disclosures in the above table are presented on a gross basis.

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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 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 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.

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.

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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
		Convertible	Contingent		Total		Royalty			Total
		Debt⁽¹⁾		Consideration⁽²⁾	Assets		Obligation ⁽²⁾			Liabilities
Fair value at December 31, 2018	$	—	$	26	$	26	$	161	$	161
Additions and settlements		33		—		33		(7)		(7)
Revaluation		4		2		6		102		102
Fair value at September 30, 2019	$	37	$	28	$	65	$	256	$	256



	Batu Hijau				Holt
	Contingent		Total		Royalty		Total
	Consideration⁽²⁾		Assets		Obligation ⁽²⁾		Liabilities
Fair Value at December 31, 2017	$	23	$	23	$	243	$	243
Settlements		—		—		(8)		(8)
Revaluation		—		—		(70)		(70)
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 operations.

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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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 19 DERIVATIVE INSTRUMENTS

The Company’s strategy is to provide shareholders with leverage to changes in metal prices by selling its production at 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 first quarter of 2022 in South America and the second 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.

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


	Expected Maturity Date
	2019	2020	2021	2022	Total/ Average
Diesel Fixed Forward Contracts:
South America
Diesel gallons (millions)	1	3	1	—	5
Average rate ($/gallon)	1.91	1.86	1.86	1.82	1.87

Australia
Diesel barrels (thousands)	20	129	102	7	258
Average rate ($/barrel)	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 September 30, 2019 was $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 September 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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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 September 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 $28 and $26 was included in Other non-current assets in the Company's Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively. See Note 18 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 $29 as of September 30, 2019. See Notes 18 and 20 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 is not designated 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)

NOTE 20 INVESTMENTS


	At September 30, 2019			At December 31, 2018
Current:
Marketable equity securities	$	157	$	48

Non-current:
Marketable equity securities	$	144	$	70
		144		70

Equity method investments:
Pueblo Viejo Mine (40.0%)		1,302		—
NuevaUnión Project (50.0%)		929		—
Norte Abierto Project (50.0%)		475		—
Continental Gold, Inc. (19.9%)		141		—
TMAC Resources Inc. (28.1%)		110		109
Alumbrera Mine (37.5%)		103		—
Maverix Metals Inc. (27.8%)		87		85
Minera La Zanja S.R.L. (46.9%)		4		7
		3,151		201
	$	3,295	$	271

Non-current restricted investments: ⁽¹⁾
Marketable debt securities	$	51	$	51
Other assets		1		6
	$	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 7.

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 September 30, 2019, the carrying amount of the Company’s share of shareholder loans to Pueblo Viejo was $423, which is included in the Pueblo Viejo equity method investment. At September 30, 2019, $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 $37 as of September 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 $29 as of September 30, 2019. Changes in the conversion option fair value are included in Other Income, net. See Note 10 for additional information.

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 21 INVENTORIES


	At September 30,		At December 31,
	2019		2018
Materials and supplies	$	685	$	439
In-process		193		104
Concentrate and copper cathode ⁽¹⁾		112		61
Precious metals ⁽²⁾		112		26
	$	1,102	$	630

(1)	Concentrate includes gold, copper, silver, lead and zinc.

(2)	Precious metals includes gold and silver doré.

NOTE 22 STOCKPILES AND ORE ON LEACH PADS


	At September 30,		At December 31,
	2019		2018
Current:
Stockpiles	$	414	$	395
Ore on leach pads		346		302
	$	760	$	697
Non-current:
Stockpiles	$	1,285	$	1,429
Ore on leach pads		236		437
	$	1,521	$	1,866
Total:
Stockpiles	$	1,699	$	1,824
Ore on leach pads		582		739
	$	2,281	$	2,563

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


	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 nine months ended September 30, 2019, the Company recorded write-downs of $1 and $95, respectively, classified as a 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 $76, 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. Of the write-downs during the three months ended September 30, 2018, $52 was related to Carlin, including $29 relating to Emigrant as discussed in Note 8, $6 to Twin Creeks, $7 to CC&V and $13 to Yanacocha. Of the write-downs during the nine months ended September 30, 2018, $109 was related to Carlin, $39 to Twin Creeks, $7 to CC&V, $39 to Yanacocha, $46 to Ahafo and $47 to Akyem.

NOTE 23 PROPERTY, PLANT AND MINE DEVELOPMENT


	Depreciable			At September 30, 2019						At December 31, 2018
	Life					Accumulated		Net Book				Accumulated		Net Book
	(in years)			Cost		Depreciation		Value		Cost		Depreciation		Value
Land				$	204	$	—	$	204	$	222	$	—	$	222
Facilities and equipment ⁽¹⁾	1	-	27		17,857		(8,348)		9,509		16,661		(10,683)		5,978
Mine development	1	-	17		3,414		(1,989)		1,425		5,598		(3,314)		2,284
Mineral interests	1	-	17		13,840		(1,069)		12,771		2,658		(1,114)		1,544
Construction-in-progress					2,288		—		2,288		2,230		—		2,230
				$	37,603	$	(11,406)	$	26,197	$	27,369	$	(15,111)	$	12,258

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


	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 24 OTHER ASSETS


	At September 30,		At December 31,
	2019		2018
Other current assets:
Tax and other receivables	$	377	$	92
Prepaid assets		183		154
Restricted cash		19		1
Other		5		4
	$	584	$	251

Other non-current assets:
Operating leases	$	97	$	—
Restricted cash		92		91
Intangible assets		62		97
Restricted investments		52		57
Income tax receivable		45		47
Prepaid royalties		44		214
Taxes receivable other than income and mining taxes		41		23
Other		101		55
	$	534	$	584

NOTE 25 DEBT

Scheduled minimum debt repayments are as follows:


Year Ending December 31,
2019 (for the remainder of 2019)	$	626
2020		—
2021		550
2022		992
2023		1,000
Thereafter		3,624
	$	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.

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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)

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 (“Existing Credit Agreement”). Outstanding letters of credit under the Existing Credit Agreement of approximately $71 were transferred to the New Credit Agreement 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, the Company successfully completed a consent solicitation for its notes due in 2035. In connection with the consent solicitation, certain amendments were executed to the indenture. In addition to releasing NGM as a guarantor of the Company’s notes due in 2035, certain provisions were amended to conform with the Company’s other outstanding indentures. The provision amendment was accounted for 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 continues to hold these letters of credit. At September 30, 2019, the Company had letters of credit outstanding in the amount of $410 of which $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 September 30, 2019.

NOTE 26 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 38 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			Nine Months Ended
	September 30, 2019			September 30, 2019
Operating lease cost	$	6	$	18
Finance lease cost
Amortization of ROU assets		25		50
Interest on lease liabilities		10		24
		35		74
Variable lease cost		112		227
Short-term lease cost		33		47
	$	186	$	366

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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)

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 financing lease obligations assumed in relation to the Newmont Goldcorp transaction were $58 and $414, respectively. Operating and financing lease obligations assumed in relation to the 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		12 years

Weighted Average Discount Rate:
Operating leases		5.04%
Finance leases		5.61%

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


	Operating		Financing
Year Ending December 31,	Leases		Leases
2019 (for the remainder of 2019)	$	11	$	26
2020		35		99
2021		22		95
2022		14		85
2023		8		79
Thereafter		29		598
Total future minimum lease payments		119		982
Less: Imputed interest		(16)		(285)
Total	$	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 2 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 $186 as of September 30, 2019, of which $26 was classified as current.

As of September 30, 2019, we have an additional operating lease for corporate office space that has not yet commenced. At commencement, the Company anticipates that this lease will result in an additional lease liability of $78. The operating lease is anticipated to commence in 2020 and has a lease term of 13 years.

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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 27 OTHER LIABILITIES


	At September 30,		At December 31,
	2019		2018
Other current liabilities:
Accrued operating costs	$	279	$	129
Reclamation and remediation liabilities		159		114
Silver streaming agreement		80		—
Accrued interest		74		52
Accrued capital expenditures		60		61
Royalties		53		63
Operating leases		38		—
Taxes other than income and mining		37		8
Holt royalty obligation		13		12
Other		75		16
	$	868	$	455

Other non-current liabilities:
Income and mining taxes ⁽¹⁾	$	372	$	17
Holt royalty obligation		243		149
Norte Abierto deferred payments		154		—
Galore Creek deferred payments		91		89
Operating leases		65		—
Social development obligations		17		18
Power supply agreements		—		28
Other		58		13
	$	1,000	$	314

(1)

Income and mining taxes includes a balance of $372 related to unrecognized tax benefits, interest and penalties. This includes the initial increase to the preliminary unrecognized tax benefits of $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 $358.

NOTE 28 RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


					Pension and		Unrealized Gain
	Unrealized Gain		Foreign		Other		(Loss) on
	(Loss) on		Currency		Post-retirement		Cash flow
	Investment		Translation		Benefit		Hedge
	Securities, net		Adjustments		Adjustments		Instruments		Total
Balance at December 31, 2018	$	—	$	118	$	(262)	$	(140)	$	(284)
Net current-period other comprehensive income (loss):
Gain (loss) in other comprehensive income (loss) before reclassifications		3		7		(18)		2		(6)
(Gain) loss reclassified from accumulated other comprehensive income (loss)		—		—		15		10		25
Other comprehensive income (loss)		3		7		(3)		12		19
Balance at September 30, 2019	$	3	$	125	$	(265)	$	(128)	$	(265)

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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)


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)

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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 30 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 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

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

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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, 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.

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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)


	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.

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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)


	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.

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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)


	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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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


	Nine Months Ended September 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	$	(123)	$	339	$	879	$	—	$	1,095
Net cash provided by (used in) operating activities of discontinued operations		—		—		(8)		—		(8)
Net cash provided by (used in) operating activities		(123)		339		871		—		1,087
Investing activities:
Additions to property, plant and mine development		—		(203)		(560)		—		(763)
Acquisitions, net		—		—		(138)		—		(138)
Purchases of investments		(4)		—		(13)		—		(17)
Proceeds from sales of investments		—		12		4		—		16
Proceeds from sales of other assets		—		—		23		—		23
Other		—		1		(6)		—		(5)
Net cash provided by (used in) investing activities		(4)		(190)		(690)		—		(884)
Financing activities:
Repayment of debt		—		—		—		—		—
Dividends paid to common stockholders		(226)		—		—		—		(226)
Distributions to noncontrolling interests		—		—		(107)		—		(107)
Funding from noncontrolling interests		—		—		77		—		77
Payments for withholding of employee taxes related to stock-based compensation		—		(39)		—		—		(39)
Payments on lease and other financing obligations		—		—		(3)				(3)
Proceeds from sale of noncontrolling interests		—		—		48		—		48
Repurchases of common stock		(96)		—		—		—		(96)
Net intercompany borrowings (repayments)		449		(109)		(340)		—		—
Other		—		(1)		1		—		—
Net cash provided by (used in) financing activities		127		(149)		(324)		—		(346)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—		—		(4)		—		(4)
Net change in cash, cash equivalents and restricted cash		—		—		(147)		—		(147)
Cash, cash equivalents and restricted cash at beginning of period		—		—		3,298		—		3,298
Cash, cash equivalents and restricted cash at end of period	$	—	$	—	$	3,151	$	—	$	3,151

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	—	$	—	$	3,068	$	—	$	3,068
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	$	—	$	—	$	3,151	$	—	$	3,151

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	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

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	At December 31, 2018
	(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	$	—	$	—	$	3,397	$	—	$	3,397
Trade receivables		—		63		191		—		254
Intercompany receivable		6,351		5,027		8,296		(19,674)		—
Investments		—		—		48		—		48
Inventories		—		180		450		—		630
Stockpiles and ore on leach pads		—		195		502		—		697
Other current assets		—		30		221		—		251
Current assets		6,351		5,495		13,105		(19,674)		5,277
Property, plant and mine development, net		14		2,680		9,593		(29)		12,258
Investments		62		4		205		—		271
Investments in subsidiaries		13,083		—		3		(13,086)		—
Stockpiles and ore on leach pads		—		658		1,208		—		1,866
Deferred income tax assets		—		—		401		—		401
Goodwill		—		—		58		—		58
Non-current intercompany receivable		653		704		6		(1,363)		—
Other non-current assets		—		271		313		—		584
Total assets	$	20,163	$	9,812	$	24,892	$	(34,152)	$	20,715
Liabilities:
Debt	$	626	$	—	$	—	$	—	$	626
Accounts payable		—		83		220		—		303
Intercompany payable		5,554		2,741		11,379		(19,674)		—
Employee-related benefits		—		138		167		—		305
Income and mining taxes		—		19		52		—		71
Lease and other financing obligations		—		1		26		—		27
Other current liabilities		52		135		268		—		455
Current liabilities		6,232		3,117		12,112		(19,674)		1,787
Debt		3,418		—		—		—		3,418
Lease and other financing obligations		—		3		187		—		190
Reclamation and remediation liabilities		—		325		2,156		—		2,481
Deferred income tax liabilities		—		90		522		—		612
Employee-related benefits		3		236		162		—		401
Non-current intercompany payable		7		—		1,385		(1,392)		—
Other non-current liabilities		1		637		298		(622)		314
Total liabilities		9,661		4,408		16,822		(21,688)		9,203
Contingently redeemable noncontrolling interest		—		—		47		—		47
Equity:
Newmont stockholders’ equity		10,502		5,404		7,060		(12,464)		10,502
Noncontrolling interests		—		—		963		—		963
Total equity		10,502		5,404		8,023		(12,464)		11,465
Total liabilities and equity	$	20,163	$	9,812	$	24,892	$	(34,152)	$	20,715

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NOTE 31 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 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 7 and Note 25 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

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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 $164 at September 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 0 to 17,642 units and the water authority alleged violations range from 0 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 $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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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 2 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 3 judges support the position of the tax authority and 2 judges support the position of Yanacocha. Because 4 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 $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 Ghana Gold Limited and Newmont Golden Ridge Limited

On December 24, 2018, 2 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 2 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. The Mexican federal government 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, 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, 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 $154 as of September 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 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 leading gold companies 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 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 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”) 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 September 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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For further information, see Note 4 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 September 30, 2019, compared to the same periods in 2018, includes the results of operations related to NGM since July 1, 2019.

During the third quarter 2019, we began pursuing potential sale opportunities of our Red Lake site in Canada. Upon reaching definitive terms in a sale agreement and receiving board resolution approving a sale, we will classify Red Lake as held for sale.

Consolidated Financial Results

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


	Three Months Ended
	September 30,				Increase		Percent
	2019		2018		(decrease)		Change
Net income (loss) from continuing operations attributable to Newmont stockholders	$	2,226	$	(161)	$	2,387	(1,483)	%
Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted	$	2.71	$	(0.31)	$	3.02	(974)	%


	Nine Months Ended
	September 30,				Increase		Percent
	2019		2018		(decrease)		Change
Net income (loss) from continuing operations attributable to Newmont stockholders	$	2,340	$	283	$	2,057	727	%
Net income (loss) from continuing operations attributable to Newmont stockholders per common share, diluted	$	3.30	$	0.53	$	2.77	523	%

The increases in Net income (loss) from continuing operations attributable to Newmont stockholders for the three and nine months ended September 30, 2019, compared to the same periods in 2018, are primarily due to the recognized gain on the formation of NGM as well as higher production due to the Newmont Goldcorp transaction and higher third quarter average realized gold prices. 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 6 to our Condensed Consolidated Financial Statement for additional information.


	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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(1)	N.M. – Not meaningful

The following analysis summarizes consolidated gold sales:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Consolidated gold sales:
Gross before provisional pricing	$	2,485	$	1,668	$	6,384	$	5,007
Provisional pricing mark-to-market		6		(5)		13		(10)
Gross after provisional pricing		2,491		1,663		6,397		4,997
Treatment and refining charges		(8)		(7)		(21)		(21)
Net	$	2,483	$	1,656	$	6,376	$	4,976
Consolidated gold ounces sold (thousands)		1,682		1,378		4,656		3,914
Average realized gold price (per ounce)⁽¹⁾:
Gross before provisional pricing	$	1,477	$	1,210	$	1,371	$	1,279
Provisional pricing mark-to-market		4		(4)		3		(3)
Gross after provisional pricing		1,481		1,206		1,374		1,276
Treatment and refining charges		(5)		(5)		(4)		(5)
Net	$	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		Nine Months Ended
	September 30,		September 30,
	2019 vs. 2018		2019 vs. 2018
Increase (decrease) in consolidated ounces sold	$	367	$	947
Increase (decrease) in average realized gold price		461		453
Decrease (increase) in treatment and refining charges		(1)		—
	$	827	$	1,400

The increases in gold sales during the three and nine months ended September 30, 2019, compared to the same periods in 2018, are primarily due to new production from the Newmont Goldcorp transaction and higher average realized gold prices. For further discussion regarding changes in volumes, see Results of Consolidated Operations below.

The following analysis summarizes consolidated copper sales:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Consolidated copper sales:
Gross before provisional pricing	$	44	$	78	$	173	$	246
Provisional pricing mark-to-market		(2)		(4)		(3)		(7)
Gross after provisional pricing		42		74		170		239
Treatment and refining charges		(2)		(4)		(7)		(10)
Net	$	40	$	70	$	163	$	229
Consolidated copper pounds sold (millions)		17		28		63		82
Average realized copper price (per pound)⁽¹⁾:
Gross before provisional pricing	$	2.62	$	2.77	$	2.75	$	3.00
Provisional pricing mark-to-market		(0.13)		(0.14)		(0.05)		(0.08)
Gross after provisional pricing		2.49		2.63		2.70		2.92
Treatment and refining charges		(0.12)		(0.13)		(0.11)		(0.13)
Net	$	2.37	$	2.50	$	2.59	$	2.79

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

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The change in consolidated copper sales is due to:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019 vs. 2018		2019 vs. 2018
Increase (decrease) in consolidated pounds sold	$	(30)	$	(56)
Increase (decrease) in average realized copper price		(2)		(13)
Decrease (increase) in treatment and refining charges		2		3
	$	(30)	$	(66)

The decreases in copper sales during the three and nine months ended September 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 prices. For the comparable periods in 2018 and the first half of 2019, the Company recognized copper sales at 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 Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Consolidated silver sales:
Gross before provisional pricing and silver streaming impact	$	70	$	96
Silver streaming amortization		11		16
Provisional pricing mark-to-market		—		—
Gross after provisional pricing and silver streaming impact		81		112
Treatment and refining charges		(3)		(3)
Net	$	78	$	109
Consolidated silver ounces sold (thousands)		4,552		6,719
Average realized silver price (per ounce)⁽¹⁾:
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 and silver streaming impact		17.66		16.74
Treatment and refining charges		(0.48)		(0.51)
Net	$	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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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 lead sales is due to:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019 vs. 2018		2019 vs. 2018
Increase (decrease) in consolidated pounds sold	$	29	$	44
Increase (decrease) in average realized lead price		—		—
Decrease (increase) in treatment and refining charges		(4)		(6)
	$	25	$	38

The lead sales during the three and nine months ended September 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 zinc sales:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019		2019
Consolidated zinc sales:
Gross before provisional pricing	$	112	$	112
Provisional pricing mark-to-market		—		—
Gross after provisional pricing		112		112
Treatment and refining charges		(25)		(25)
Net	$	87	$	87
Consolidated zinc pounds sold (millions)		107		107
Average realized zinc price (per pound)⁽¹⁾:
Gross before provisional pricing	$	1.04	$	1.04
Provisional pricing mark-to-market		—		—
Gross after provisional pricing		1.04		1.04
Treatment and refining charges		(0.23)		(0.23)
Net	$	0.81	$	0.81

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

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The change in consolidated zinc sales is due to:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019 vs. 2018		2019 vs. 2018
Increase (decrease) in consolidated pounds sold	$	112	$	112
Increase (decrease) in average realized zinc price		—		—
Decrease (increase) in treatment and refining charges		(25)		(25)
	$	87	$	87

The zinc sales during the three and nine months ended September 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 details of our Costs applicable to sales are set forth below. See Note 5 to our Condensed Consolidated Financial Statements for additional information.


	Three Months Ended
	September 30,				Increase		Percent
	2019		2018		(decrease)		Change ⁽¹⁾
Gold	$	1,232	$	952	$	280	29	%
Copper		28		43		(15)	(35)
Silver		60		—		60	N.M.
Lead		25		—		25	N.M.
Zinc		47		—		47	N.M.
	$	1,392	$	995	$	397	40	%


	Nine Months Ended
	September 30,				Increase		Percent
	2019		2018		(decrease)		Change ⁽¹⁾
Gold	$	3,412	$	2,853	$	559	20	%
Copper		115		136		(21)	(15)
Silver		101		—		101	N.M.
Lead		45		—		45	N.M.
Zinc		63		—		63	N.M.
	$	3,736	$	2,989	$	747	25	%

(1)	N.M. – Not meaningful

The increases in Costs applicable to sales for gold during the three and nine months ended September 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 decreases in Costs applicable to sales for copper during the three and nine months ended September 30, 2019, compared to the same periods in 2018, are primarily due to copper being produced as a by-product for NGM and lower production at Boddington.

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

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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 5 to our Condensed Consolidated Financial Statements for additional information.


	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	%

(1)	N.M. – Not meaningful

The increases in Depreciation and amortization for gold during the three and nine months ended September 30, 2019, compared to the same periods in 2018, are 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 for the three and nine months ended September 30, 2019, compared to the same periods in 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 nine months ended September 30, 2019, is 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 $31 and $69 during the three and nine months ended September 30, 2019, respectively, compared to the same period in 2018, primarily due to an update of the project cost estimates at the Dawn, 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 $40 and $56 during the three and nine months ended September 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 due to formation of NGM.

Advanced projects, research and development increased by $6 during the three months ended September 30, 2019, compared to the same period 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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primarily due to lower spending associated with the Yanacocha Sulfides and Chaquicocha Oxides projects in South America, partially offset by increased spending at Coffee, Galore Creek and various projects in Africa.

General and administrative increased $25 and $43 during the three and nine months ended September 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 $30 and $210 during the three and nine months ended September 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 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 $6 and $31 during the three and nine months ended September 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 in 2019.

Interest expense, net increased by $26 and $64 during the three and nine months ended September 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.

Income and mining tax expense (benefit) was $558 and $3 and $703 and $126 during the three and nine months ended September 30, 2019 and September 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 changes in tax 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 11 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

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	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 5.

(2)	Includes deduction for percentage depletion of $(10) and $(7) and mining taxes of $7 and $11, respectively. Nevada includes the Company’s 38.5% interest in NGM.

(3)	Includes deduction for percentage depletion of $(5) and $(1), respectively.

(4)	Includes the gain on formation of NGM. See Note 4 for further discussion.

(5)

Includes valuation allowance of $36 and $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 is presented separately.

(6)	Includes mining taxes of $13 and $24, respectively.

(7)	Includes mining taxes of $7 and $- and valuation allowance of $13 and $(2), respectively.

(8)	Includes mining taxes of $1 and $-, valuation allowance of $7 and $(1), uncertain tax position reserve adjustment of $(5) and $-, and tax impacts from the exposure to fluctuations in foreign currency of $(9) and $-, respectively.

(9)	Includes mining tax of $(9) and $-, valuation allowance of $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 $(117) and $-, respectively.

(11)	In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.

(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

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(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 5.

(2)	Includes deduction for percentage depletion of $(25) and $(26), mining taxes of $18 and $1, respectively. Nevada includes the Company’s 38.5% interest in NGM.

(3)	Includes deduction for percentage depletion of $(4) and $(7), respectively.

(4)	Includes the gain on formation of NGM. See Note 4 for further discussion.

(5)

Includes valuation allowance of $64 and $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 is presented separately.

(6)	Includes mining taxes of $41 and $44 and valuation allowance of $- and $(46), respectively.

(7)	Includes mining taxes of $9 and $3 and valuation allowance of $17 and $8, respectively.

(8)	Includes valuation allowance of $3 and $(12), uncertain tax position reserve adjustment of $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 $(41) and $-, respectively.

(10)	Includes tax impacts from the exposure to fluctuations in foreign currency of $(112) and $-, respectively.

(11)	In accordance with applicable accounting rules, the interim provision for income taxes is adjusted to equal the consolidated tax rate.

(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 $41 and $78 during the three and nine months ended September 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 $154, based on 169,000 ounces of attributable gold production during the period. Pueblo Viejo EBITDA is a non-GAAP financial measure. See page 86 for reconciliation to Equity income (loss) of affiliates.

Net income (loss) from discontinued operations was $(48) and $(100) for the three and nine months ended September 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. Net income (loss) from discontinued operations was $16 and $56 for the three and nine months ended September 30, 2018, respectively. The change was 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 13 to our Condensed Consolidated Financial Statements.

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

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 metric 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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	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
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	—

(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 nine months ended September 30, 2019, North America produced 7,415 thousand ounces of silver, 51 million pounds of lead and 83 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.

(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.

(6)	For the three months ended September 30, 2019 and 2018, the Boddington mine in Australia 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.

(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 12 to the Condensed Consolidated Financial Statements for further discussion of our equity method investments.

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Three months ended September 30, 2019 compared to 2018

Consolidated gold production increased 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 Red Lake in North America and Cerro Negro in South America, higher ore grade milled at Ahafo 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 mill 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. 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 49 days in the second quarter of 2019 and 17 days in the third quarter following community led blockades.

Consolidated gold equivalent ounces – other metals production increased 119% 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 49 days in the second quarter of 2019 and 17 days in the third quarter following community led blockades.

Costs applicable to sales per consolidated gold ounce increased 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 March 2019, partially offset by higher gold ounces sold and lower stockpile and leach pad inventory adjustments. Costs applicable to sales per consolidated gold equivalent ounce – other metals increased 18% primarily due to a high unit cost produced at Peñasquito as a result of the blockades.

Depreciation and amortization per consolidated gold ounce increased 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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partially offset by higher gold ounces sold and lower stockpile inventory adjustments. Depreciation and amortization per consolidated gold equivalent ounce – other metals increased 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 increased 4% primarily due to higher sustaining capital spend and higher cost applicable to sales per gold ounce. All-in sustaining costs per consolidated gold equivalent ounce – other metals increased 36% primarily due to higher costs applicable to sales per gold equivalent ounce – other 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 ounce increased 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 ounce increased 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 ounce increased 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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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 344,000 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.

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 35% and 33% of Costs applicable to sales were paid in currencies other than the U.S. dollar during the three months ended September 30, 2019 and 2018, respectively, including approximately 20% denominated in the Australian dollar and 13% denominated in the Canadian dollar in the current year. Approximately 33% and 34% of Costs applicable to sales were paid in currencies other than the U.S. dollar during the nine months ended September 30, 2019 and 2018, respectively, including approximately 22% denominated in the Australian dollar and 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 during the three months ended September 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 $14 per ounce during the nine months ended September 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.

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 September 30, 2019, the Company had $2,712 in Cash and cash equivalents, of which $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 September 30, 2019, $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 September 30, 2019, $1,093 in consolidated cash and cash equivalents ($676 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 third 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 to repay the outstanding balance on our 2019 Senior Notes of $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, pay dividends and meet other liquidity requirements for the foreseeable future. At September 30, 2019, no borrowings were outstanding under our revolving credit facility.

Our financial position was as follows:


	At September 30,		At December 31,
	2019		2018
Cash and cash equivalents	$	2,712	$	3,397
Debt		6,765		4,044
Lease and other financing obligations		697		217
Net Debt	$	4,750	$	864
Borrowing capacity on revolving credit facility	$	2,940	$	2,914

Cash Flows

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


	September 30,
	2019		2018
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		(7)		(8)
Net cash provided by (used in) operating activities	$	1,661	$	1,087

Net cash provided by (used in) investing activities	$	(817)	$	(884)

Net cash provided by (used in) financing activities	$	(1,506)	$	(346)

Net cash provided by (used in) operating activities of continuing operations was $1,668 during the nine months ended September 30, 2019, an increase of $573 from the nine months ended September 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 $185 paid for Newmont Goldcorp transaction and integration costs, $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 $(817) during the nine months ended September 30, 2019, a decrease in cash used of $67 from the nine months ended September 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 nine months ended September 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 $(1,506) during the nine months ended September 30, 2019, an increase in cash used of $1,160 from the nine months ended September 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 nine months ended September 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. In addition, with the successful consummation of the 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 nine months ended September 30, 2019 and 2018, we had Additions to property, plant and mine development as follows:


	2019						2018
	Development		Sustaining				Development		Sustaining
	Projects		Capital		Total		Projects		Capital		Total
North America	$	66	$	172	$	238	$	—	$	24	$	24
South America		125		84		209		80		64		144
Australia		43		125		168		24		104		128
Africa		98		88		186		170		58		228
Nevada		39		160		199		36		183		219
Corporate and other		13		9		22		1		8		9
Accrual basis	$	384	$	638	$	1,022	$	311	$	441	$	752
Decrease (increase) in non-cash adjustments						11						11
Cash basis					$	1,033					$	763

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

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For the nine months ended September 30, 2019 and 2018, sustaining capital included the following:

●

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 $186 as of September 30, 2019.

Refer to our global project pipeline discussion above for additional details. Refer to Note 5 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 25 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 25 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.

At September 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 7, for additional information regarding reclamation and remediation liabilities; Note 25 for additional information regarding debt and Note 26 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

Due 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. 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. For the nine months ended September 30, 2019 the reclamation and remediation adjustments primarily related to an update of the project cost estimates that resulted in increases of $26, $9 and $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. Refer to Note 3 to the Condensed Consolidated Financial Statements for further information on the Goldcorp transaction. 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 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 7, 25 and 31 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 13 to the Condensed Consolidated Financial Statements.

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:

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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 $-, $6, $- and $15, respectively, and (ii) adjustments to our Batu Hijau Contingent Consideration, presented net of tax expense (benefit) of $-, $(1), $-, and $-, respectively. For additional information regarding our discontinued operations, see Note 13 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.

(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 20 to our Condensed Consolidated Financial Statements.

(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.

(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.

(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 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.

(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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Equity income (loss) of affiliates ⁽¹⁾	$	32	$	(9)	$	53	$	(25)
Equity income (loss) of affiliates, excluding Pueblo Viejo ⁽¹⁾		(7)		(9)		(12)		(25)
Equity income (loss) of affiliates, Pueblo Viejo ⁽¹⁾		39		—		65		—
Reconciliation of Pueblo Viejo on attributable basis:
Income and mining tax benefit (expense)		20		—		44		—
Depreciation and amortization		21		—		45		—
Interest expense, net		—		—		—		—
Pueblo Viejo EBITDA	$	80	$	—	$	154	$	—

⁽¹⁾ See Note 12 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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	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 loss (income) attributable to Newmont stockholders from discontinued operations ⁽¹⁾		48		(16)		100		(56)
Net income (loss) attributable to Newmont stockholders from continuing operations		2,226		(161)		2,340		283
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⁾		10		1		15		13
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)	$	292	$	175	$	560	$	504

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		0.06		(0.04)		0.14		(0.11)
Net income (loss) attributable to Newmont stockholders from continuing operations		2.72		(0.31)		3.30		0.53
Gain on formation of Nevada Gold Mines		(2.88)		—		(3.34)		—
Goldcorp transaction and integration costs		0.03		—		0.26		—
Change in fair value of investments		(0.02)		0.05		(0.10)		0.04
Reclamation and remediation charges, net		0.02		—		0.07		0.01
Loss (gain) on asset and investment sales, net		—		(0.01)		(0.04)		(0.19)
Nevada JV transaction and integration costs		—		—		0.05		—
Restructuring and other, net		0.01		—		0.03		0.02
Impairment of long-lived assets		—		0.69		—		0.69
Impairment of investments		—		—		—		—
Emigrant leach pad write-down		—		0.05		—		0.05
Tax effect of adjustments		0.54		(0.18)		0.60		(0.15)
Valuation allowance and other tax adjustments		(0.06)		0.04		(0.04)		(0.05)
Adjusted net income (loss) per share, basic	$	0.36	$	0.33	$	0.79	$	0.95

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		0.06		(0.04)		0.14		(0.10)
Net income (loss) attributable to Newmont stockholders from continuing operations		2.71		(0.31)		3.30		0.53
Gain on formation of Nevada Gold Mines		(2.88)		—		(3.34)		—
Goldcorp transaction and integration costs		0.03		—		0.26		—
Change in fair value of investments		(0.02)		0.05		(0.10)		0.04
Reclamation and remediation charges, net		0.02		—		0.07		0.01
Loss (gain) on asset and investment sales, net		—		(0.01)		(0.04)		(0.19)
Nevada JV transaction and integration costs		—		—		0.05		—
Restructuring and other, net		0.01		—		0.03		0.02
Impairment of long-lived assets		—		0.69		—		0.68
Impairment of investments		—		—		—		—
Emigrant leach pad write-down		—		0.05		—		0.05
Tax effect of adjustments		0.54		(0.18)		0.60		(0.16)
Valuation allowance and other tax adjustments		(0.05)		0.04		(0.04)		(0.04)
Adjusted net income (loss) per share, diluted	$	0.36	$	0.33	$	0.79	$	0.94

Weighted average common shares (millions):
Basic		820		533		708		533
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 $-, $6, $- and $15, respectively, and (ii) adjustments to our Batu Hijau Contingent Consideration,

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presented net of tax expense (benefit) of $-, $(1), $- and $- respectively. For additional information regarding our discontinued operations, see Note 13 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.

(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.

(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 interests of $-, $-, $2 and $-, respectively.

(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.

(8)

(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), $-, $(1) and $-, respectively.

(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 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 (11), as described above, and are calculated using the applicable regional tax rate.

(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, disallowed foreign 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 nine months ended September 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 $87 and $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 $8 and $5, respectively. The adjustment in the three and nine months ended September 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). Amounts are presented net of income (loss) attributable to noncontrolling interests of $(3), $1, $(2) and $(4), respectively.

(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.

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.


	Nine Months Ended September 30,
	2019		2018
Net cash provided by (used in) operating activities	$	1,661	$	1,087
Less: Net cash used in (provided by) operating activities of discontinued operations		7		8
Net cash provided by (used in) operating activities of continuing operations		1,668		1,095
Less: Additions to property, plant and mine development		(1,033)		(763)
Free Cash Flow	$	635	$	332

Net cash provided by (used in) investing activities ⁽¹⁾	$	(817)	$	(884)
Net cash provided by (used in) financing activities	$	(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.

Costs applicable to sales per ounce


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Costs applicable to sales ⁽¹⁾⁽²⁾	$	1,232	$	952	$	3,412	$	2,853
Gold sold (thousand ounces)		1,682		1,378		4,656		3,914
Costs applicable to sales per ounce ⁽³⁾	$	733	$	691	$	733	$	729

(1)	Includes by-product credits of $31 and $60 during the three and nine months ended September 30, 2019, respectively, and $10 and $41 during the three and nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Costs applicable to sales ⁽¹⁾⁽²⁾	$	160	$	43	$	324	$	136
Gold equivalent ounces - other metals (thousand ounces) ⁽³⁾		213		60		357		177
Costs applicable to sales per ounce ⁽⁴⁾	$	747	$	713	$	908	$	768

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(1)	Includes by-product credits of $- and $2 during the three and nine months ended September 30, 2019, respectively, and $1 and $3 during the three and nine months ended September 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.

(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) 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 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 Peñasquito, Boddington, and Phoenix mines. The other metals CAS at those mine sites is disclosed in Note 5 to the Condensed Consolidated Financial Statements. The allocation of CAS between gold and other metals at the Peñasquito, Boddington, and Phoenix 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 Peñasquito, Boddington, and Phoenix 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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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 Peñasquito, Boddington, and Phoenix 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 Peñasquito, Boddington, and Phoenix 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 Peñasquito, Boddington, and Phoenix 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 Peñasquito, Boddington, and Phoenix mines.

Table of Contents


					Advanced
					Projects,
					Research and						Treatment		Sustaining						All-In
	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
September 30, 2019	to Sales ^(1)(2)(3)		Costs ⁽⁴⁾		Exploration⁽⁵⁾		Administrative		Net ⁽⁶⁾		Costs		Costs ⁽⁷⁾⁽⁸⁾		Costs		Sold		oz. ⁽⁹⁾
Gold
CC&V	$	65	$	—	$	2	$	—	$	—	$	—	$	13	$	80	73		$	1,087
Red Lake		45		2		2		—		—		—		8		57	31			1,872
Musselwhite		8		1		2		—		—		—		10		21	—			—
Porcupine		62		1		—		—		—		—		8		71	84	��		843
Éléonore		69		—		—		—		—		—		9		78	83			932
Peñasquito		39		1		—		—		—		1		18		59	35			1,681
Other North America		—		—		—		23		1		—		1		25	—			—
North America		288		5		6		23		1		1		67		391	306			1,276

Yanacocha		107		13		4		1		—		—		6		131	149			881
Merian		78		1		2		—		—		—		16		97	127			761
Cerro Negro		78		—		11		—		—		—		12		101	118			860
Other South America		—		—		—		2		—		—		—		2	—			—
South America		263		14		17		3		—		—		34		331	394			841

Boddington		146		3		1		—		—		3		19		172	178			958
Tanami		64		—		2		—		—		—		18		84	112			758
Kalgoorlie		60		2		2		—		—		—		5		69	61			1,141
Other Australia		—		—		3		2		—		—		2		7	—			—
Australia		270		5		8		2		—		3		44		332	351			944

Ahafo		98		1		5		—		—		—		23		127	157			811
Akyem		51		8		—		—		—		—		5		64	107			612
Other Africa		—		—		—		3		1		—		—		4	—			—
Africa		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		—		—		18		50		—		—		8		76	—			—
Total Gold	$	1,232	$	43	$	59	$	84	$	4	$	8	$	231	$	1,661	1,682		$	987

Gold equivalent ounces - other metals ⁽¹⁰⁾
Peñasquito	$	132	$	3	$	1	$	—	$	—	$	32	$	45	$	213	173		$	1,226
Boddington		28		—		—		—		—		2		3		33	37			907
Phoenix		—		—		—		—		—		—		—		—	3			—
Total Gold Equivalent Ounces	$	160	$	3	$	1	$	—	$	—	$	34	$	48	$	246	213		$	1,155

Consolidated	$	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 $31 and excludes co-product revenues of $230.

(3)	Includes stockpile and leach pad inventory adjustments of $1 at NGM.

(4)	Reclamation costs include operating accretion and amortization of asset retirement costs of $25 and $21, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $14 and $23, respectively.

(5)

Advanced projects, research and development and Exploration excludes development expenditures of $1 at Musselwhite, $4 at Porcupine, $2 at Éléonore, $1 at Peñasquito, $2 at Other North America, $2 at Yanacocha, $1 at Merian, $4 at Cerro Negro, $9 at Other South America, $6 at Other Australia, $3 at Ahafo, $4 at Akyem, $1 at Other Africa, $8 at NGM and $23 at Corporate and Other, totaling $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 $26, Nevada JV transaction implementation costs of $3, and restructuring and other costs of $2.

(7)

Includes sustaining capital expenditures of $98 for North America, $34 for South America, $44 for Australia, $27 for Africa, $50 for Nevada and $8 for Corporate and Other, totaling $261 and excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $167. The following are major development projects: Borden, Musselwhite Materials Handling, Quecher Main, Yanacocha Sulfides, Tanami Expansion 2, Ahafo North, Ahafo Mill Expansion and Turquoise Ridge 3^rd shaft.

(8)	Includes finance lease payments for sustaining projects of $18 and excludes finance lease payments for development projects of $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.

Table of Contents


					Advanced
					Projects,
					Research and						Treatment							All-In
	Costs				Development		General		Other		and				All-In			Sustaining
Three 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
CC&V	$	68	$	—	$	3	$	1	$	—	$	—	$	6	$	78	82	$	927
Other North America		—		—		—		—		—		—		—		—	—		—
North America		68		—		3		1		—		—		6		78	82		927

Yanacocha		116		15		2		1		—		—		14		148	156		945
Merian		67		—		1		1		3		—		12		84	131		631
Other South America		—		—		—		2		—		—		—		2	—		—
South America		183		15		3		4		3		—		26		234	287		822

Boddington		146		2		—		—		—		6		12		166	198		838
Tanami		71		1		1		—		—		—		16		89	122		736
Kalgoorlie		56		1		1		—		—		—		4		62	77		804
Other Australia		—		—		3		1		—		—		1		5	—		—
Australia		273		4		5		1		—		6		33		322	397		811

Ahafo		62		1		1		—		1		—		14		79	102		770
Akyem		44		5		—		1		—		—		11		61	107		574
Other Africa		—		—		—		2		—		—		—		2	—		—
Africa		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		—		—		16		48		—		—		2		66	—		—
Total Gold	$	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		10		—		—		—		—		—		4		14	13		1,114
Total Gold Equivalent Ounces	$	43	$	—	$	—	$	—	$	—	$	4	$	6	$	53	60	$	867

Consolidated	$	973	$	32	$	39	$	59	$	4	$	11	$	167	$	1,285

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

(2)	Includes by-product credits of $11 and excludes co-product revenues of $70.

(3)

Includes stockpile and leach pad inventory adjustments of $5 at CC&V, $10 at Yanacocha, $18 at Carlin, and $4 at 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 $17 and $15, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $11 and $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, $7 at Long Canyon, $5 at Other Nevada, and $1 at Corporate and Other, totaling $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 $1.

(7)	Excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $107. The following are major development projects: Quecher Main, Tanami Expansion 2, Ahafo North, Subika Underground, Ahafo Mill 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.

Table of Contents


					Advanced
					Projects,
					Research and						Treatment		Sustaining					All-In
	Costs				Development		General		Other		and		Capital and		All-In			Sustaining
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
CC&V	$	208	$	3	$	6	$	1	$	2	$	—	$	28	$	248	230	$	1,076
Red Lake		88		2		5		—		—		—		22		117	68		1,734
Musselwhite		20		1		5		—		—		—		14		40	6		7,131
Porcupine		125		2		2		—		—		—		18		147	143		1,027
Éléonore		144		—		2		—		—		1		21		168	167		1,002
Peñasquito		66		1		—		—		—		1		25		93	54		1,714
Other North America		—		—		1		43		1		—		4		49	—		—
North America		651		9		21		44		3		2		132		862	668		1,290

Yanacocha		300		43		7		1		7		—		20		378	422		895
Merian		220		3		4		1		—		—		39		267	397		672
Cerro Negro		141		1		13		—		1		—		25		181	218		833
Other South America		—		—		—		7		—		—		—		7	—		—
South America		661		47		24		9		8		—		84		833	1,037		803

Boddington		431		9		1		—		—		10		45		496	522		949
Tanami		198		2		5		—		—		—		56		261	361		725
Kalgoorlie		160		3		2		—		—		—		20		185	170		1,090
Other Australia		—		—		4		7		1		—		5		17	—		—
Australia		789		14		12		7		1		10		126		959	1,053		911

Ahafo		281		3		14		—		1		—		71		370	451		820
Akyem		172		25		3		—		1		—		20		221	321		691
Other Africa		—		—		—		7		1		—		—		8	—		—
Africa		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		—		—		46		148		3		—		9		206	—		—
Total Gold	$	3,412	$	116	$	142	$	224	$	21	$	21	$	600	$	4,536	4,656	$	974

Gold equivalent ounces - other metals ⁽¹⁰⁾
Peñasquito	$	209	$	3	$	2	$	—	$	—	$	34	$	65	$	313	213	$	1,471
Boddington		87		2		—		—		—		6		8		103	106		966
Phoenix		28		2		—		—		—		1		3		34	38		894
Total Gold Equivalent Ounces	$	324	$	7	$	2	$	—	$	—	$	41	$	76	$	450	357	$	1,259

Consolidated	$	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 $62 and excludes co-product revenues of $397.

(3)	Includes stockpile and leach pad inventory adjustments of $10 at CC&V, $10 at Yanacocha, $19 at Boddington, $20 at 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 $63 and $60, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $39 and $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, and $26 at Corporate and Other, totaling $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 $185, Nevada JV transaction implementation costs of $26, restructuring and other costs of $7.

(7)

Includes sustaining capital expenditures of $172 for North America, $84 for South America, $125 for Australia, $88 for Africa, $160 for Nevada, and $9 for Corporate and Other, totaling $638 and excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $395. The following are major development projects: Borden, Musselwhite Materials Handling, Quecher Main, Yanacocha Sulfides, Tanami Expansion 2, Ahafo North, Subika Underground, Ahafo Mill Expansion, and Turquoise Ridge 3^rd shaft.

(8)	Includes finance lease payments for sustaining projects of $38 and excludes finance lease payments for development projects of $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.

Table of Contents


					Advanced
					Projects,
					Research and						Treatment							All-In
	Costs				Development		General		Other		and				All-In			Sustaining
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
CC&V	$	149	$	3	$	4	$	2	$	1	$	—	$	24	$	183	211	$	863
Other North America		—		—		—		—		—		—		—		—	—		—
North America		149		3		4		2		1		—		24		183	211		863

Yanacocha		322		34		3		1		3		—		25		388	376		1,032
Merian		195		1		3		1		3		—		39		242	358		678
Other South America		—		—		—		8		1		—		—		9	—		—
South America		517		35		6		10		7		—		64		639	734		870

Boddington		404		8		—		—		—		16		32		460	535		860
Tanami		221		2		10		—		1		—		45		279	351		801
Kalgoorlie		178		3		3		��		—		—		17		201	258		777
Other Australia		—		2		5		6		(3)		—		2		12	—		—
Australia		803		15		18		6		(2)		16		96		952	1,144		832

Ahafo		242		3		3		1		2		—		27		278	307		906
Akyem		173		17		1		1		1		—		31		224	313		715
Other Africa		—		—		—		5		—		—		—		5	—		—
Africa		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		—		—		44		148		1		—		8		201	—		—
Total Gold	$	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		40		1		—		—		—		1		8		50	46		1,095
Total Gold Equivalent Ounces	$	136	$	2	$	—	$	—	$	—	$	10	$	16	$	164	177	$	924

Consolidated	$	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 $44 and excludes co-product revenues of $229.

(3)

Includes stockpile and leach pad inventory adjustments of $5 at CC&V, $29 at Yanacocha, $33 at Ahafo, $28 at 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 $47 and $43, respectively, and exclude non-operating accretion and reclamation and remediation adjustments of $32 and $17, respectively.

(5)

Advanced projects, research and development and Exploration excludes development expenditures of $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, $19 at Long Canyon, $12 at Other Nevada and $4 at Corporate and Other, totaling $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 $16.

(7)	Excludes development capital expenditures, capitalized interest and the increase in accrued capital totaling $322. The following are major development projects: Quecher Main, the Merian crusher, Tanami Expansion 2, Ahafo North, Subika Underground, Ahafo Mill 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.

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Accounting Developments

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

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

Goodwill

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

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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:

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

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estimates of future mineral production and sales;

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estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;

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estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices;

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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;

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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;

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estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of reserves to metal price changes;

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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;

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estimates regarding future exploration expenditures, results and reserves;

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statements regarding fluctuations in financial and currency markets;

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estimates regarding potential cost savings, productivity, operating performance and ownership and cost structures;

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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;

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expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration potential of our projects;

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statements regarding future hedge and derivative positions or modifications thereto;

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statements regarding political, economic or governmental conditions and environments;

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statements regarding the impacts of changes in the legal and regulatory environment in which we operate;

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estimates of future costs, accruals for reclamation costs and other liabilities for certain environmental matters, including without limitation with respect to our Yanacocha operation;

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estimates of income taxes and expectations relating to tax contingencies or tax audits; and

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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:

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the price of gold, copper and other metal prices and commodities;

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the cost of operations;

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currency fluctuations;

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geological and metallurgical assumptions;

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operating performance of equipment, processes and facilities;

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labor relations;

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timing of receipt of necessary governmental permits or approvals;

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domestic and foreign laws or regulations, particularly relating to the environment, mining and processing;

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changes in tax laws;

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domestic and international economic and political conditions;

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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 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 September 30, 2019 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $1,472 and $1,300 per ounce, respectively, a short-term and long-term copper price of $2.63 and $3.00 per pound, respectively, a short-term and long-term silver price of $16.99 and $18.00 per ounce, respectively, a short-term and long-term lead price of $0.92 and $1.10 per pound, respectively, a short-term and long-term zinc price of $1.07 and $1.30 per pound, respectively, a short-term and long-term U.S. to Australian dollar exchange rate of $0.69 and $0.77, respectively, a short-term and long-term U.S. to Canadian dollar exchange rate of $0.76 and $0.80, respectively, a short-term and long-term U.S. dollar to Mexican Peso exchange rate of $0.05 and $0.05, respectively and a 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.

See Note 19 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 September 30, 2019, Newmont had gold sales of 112,000 ounces priced at an average of $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 September 30, 2019 for gold was $1,485 per ounce.

At September 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 15 million pounds priced at an average of $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 $1 effect on our Net income (loss) attributable to Newmont stockholders. The LME closing settlement price at September 30, 2019 for copper was $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 September 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 September 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 31 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

ITEM 1A. RISK FACTORS.

There were no material changes to the risk factors disclosed in Item 1, Business; Item 1A in our Quarterly report on Form 10-Q for the period ended June 30, 2019, as filed with the SEC on July 25, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


	(a)	(b)		(c)	(d)
				Total Number of	Maximum Number (or
	Total			Shares Purchased	Approximate Dollar Value)
	Number	Average		as Part of	of Shares that may
	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⁾
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 19,847 shares, 53,612 shares and 20,368 shares for the fiscal months of July, August and September 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 third 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. 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 mine 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 mine 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.

2020 Annual Meeting of Stockholders

The Company’s 2020 Annual Meeting of Stockholders will be held on April 21, 2020 (the “Annual Meeting”). At the Annual Meeting, stockholders will elect directors; approve, on an advisory basis, the compensation of the named executive officers; ratify the Audit Committee’s appointment of Ernst & Young LLP as 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 proxy statement and form of proxy for the Annual Meeting, the proposal must have been received by the Corporate Secretary of the Company at our principal executive offices no later than December 4, 2019. Stockholder proposals must conform to, and include the information required by, SEC Rule 14a-8. Notice of director nominees submitted under our By-Laws’ proxy access provisions must be received by the Corporate Secretary of the Company 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 principal executive offices of the Company no earlier than the close of business on January 22, 2020, and no 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 should be addressed to the attention of Logan Hennessey at the Company’s principal executive offices at 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111 USA.

ITEM 6. EXHIBITS.

Exhibit Number		Description

10.1*	-	Section 16 Officer and Senior Executive Annual Incentive Compensation Program of Registrant, effective January 1, 2019. Filed herewith.

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.

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.

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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 GOLDCORP CORPORATION
		(Registrant)

Date: November 5, 2019		/s/ NANCY K. BUESE
		Nancy K. Buese
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: November 5, 2019		/s/ JOHN W. KITLEN
		John W. Kitlen
		Vice President, Controller and Chief Accounting Officer
		(Principal Accounting Officer)

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