<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
<TABLE>
<C> <S>
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9184
</TABLE>
NEWMONT GOLD COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-2526632
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1700 LINCOLN STREET
DENVER, COLORADO 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 863-7414
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
COMMON STOCK, $0.01 PAR VALUE NEW YORK STOCK EXCHANGE
PARIS BOURSE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: NONE
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 /X/ NO / /
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. / /
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT (BASED ON THE CLOSING SALE PRICE OF THE SHARES ON THE NEW YORK STOCK
EXCHANGE) AT MARCH 7, 1996 WAS APPROXIMATELY $548,500,000.
THE NUMBER OF SHARES OF REGISTRANT'S COMMON STOCK OUTSTANDING AT MARCH 7, 1996
WAS 109,737,036.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF REGISTRANT'S DEFINITIVE PROXY STATEMENT TO BE FILED PURSUANT TO
REGULATION 14A PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 1996 (PART III).
- --------------------------------------------------------------------------------
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<PAGE> 2
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
INTRODUCTION
Newmont Gold Company ("NGC") is a worldwide company engaged, directly or
through its subsidiaries and affiliates, in gold production, exploration for
gold and acquisition of gold properties worldwide. NGC was incorporated in
Delaware in 1965 under the name of Carlin Gold Mining Company as a wholly-owned
subsidiary of Newmont Mining Corporation ("NMC"). Following two public offerings
of NGC's shares, one in June 1986, and the second in April 1987, and
consummation of the transaction with NMC described below, NMC now owns 90.5% of
the common stock and options to purchase additional shares of the common stock
of NGC. NGC and its subsidiaries collectively are referred to herein as the
"Company."
Effective January 1, 1994, NGC acquired all of NMC's operations in a
transaction which included the transfer by NMC to NGC of all of NMC's assets,
except for 85,850,101 shares of common stock of NGC and the assumption by NGC of
substantially all the liabilities of NMC. In addition, NGC issued to NMC certain
securities, including stock options exercisable for NGC common stock. NMC's only
assets are the remaining shares of NGC common stock held by it, which as of
March 7, 1996 represented 90.5% of the outstanding NGC common stock, and stock
options of NGC.
Substantially all of NGC's consolidated sales and operating profit in 1995,
1994 and 1993 related to its gold mining activities in the United States.
Although most of NGC's consolidated identifiable assets related to domestic
activities, 22% of its net identifiable assets as of December 31, 1995 were
related to foreign activities with no single foreign operating entity
representing more than 10% of NGC's assets.
OPERATIONS AND PRODUCTION
OVERVIEW
NGC produces gold from the Carlin Trend in Nevada. It also produces gold
through a 38% equity owned venture in Peru which commenced gold production in
August 1993 and a 50% owned venture in Uzbekistan which commenced gold
production in September 1995. NGC additionally has an 80% owned venture in
Indonesia which is scheduled to commence gold production in the first half of
1996 and an 80% interest in a large copper/gold project in Indonesia which is
currently in the feasibility stage. In addition to exploration activities
conducted in connection with the above-referenced operations and projects, NGC
continues to explore for gold and/or is conducting joint venture discussions in
other parts of these countries and in various other countries, including Canada,
Mexico, Ecuador, Chile, Brazil, Argentina, Laos, Myanmar, Philippines, China and
the U.S. NGC had approximately 28.8 million equity ounces of proven and probable
gold ore reserves at December 31, 1995 and produced approximately 1.9 million
equity ounces of gold in 1995.
CARLIN, NEVADA
Production
NGC's North American operations are located on the geological feature known
as the Carlin Trend, near Carlin, Nevada. See map on page 3 herein. The Carlin
Trend is the largest gold district discovered in North America in this century.
At the end of 1995, NGC had 20.9 million ounces of proven and probable gold ore
reserves on the Carlin Trend.
From the Carlin Trend, production was 1,634,500 ounces in 1995 compared
with 1,555,300 ounces in 1994 and 1,674,200 ounces in 1993. Gold production at
NGC's Nevada operations is expected to approximate 1995 production of 1.6
million ounces.
In 1995, ore was mined from seven open-pit deposits (Genesis, Post, Carlin,
Gold Quarry, Tusc, Lantern and North Star) and from four underground mines
(Carlin East, Carlin Main, Deep Star and Rain). The Tusc open-pit mine, a
satellite deposit to NGC's largest mine, Gold Quarry, opened in May 1994 and two
other open-pit mines, Lantern and North Star were opened in 1995. The Carlin
East underground mine, located under the original Carlin pit, and the Rain
underground mine commenced production in late 1994. An
<PAGE> 3
additional underground mine, Carlin Main, also beneath the original Carlin pit,
commenced production in early 1995. Another underground mine, Deep Star, opened
in late 1995. The four underground mines produced 122,500 ounces in 1995.
The Post mine is being mined by Barrick Goldstrike Mines, Inc. ("Barrick")
under a joint mining agreement executed in December 1992 by NGC and Barrick for
the exploitation of the shared Post deposit and other related matters. At the
end of 1995, the lower and deep zones of this ore body contained approximately
4.9 million ounces of proven and probable reserves of gold. The parties share
the cost of mining the ore body in proportion to their interests in the
contained gold. NGC is benefiting from lower costs of mining than would be the
case if it had separately mined its portion of the Post ore body. See Item 7 --
"Management's Discussion and Analysis of Results of Operations and Financial
Condition."
CARLIN TREND MINE PRODUCTION
DRY SHORT TONS (000S)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------- -------------------------------- --------------------------------
MILL LEACH OVER- MILL LEACH OVER- MILL LEACH OVER-
ORE ORE BURDEN TOTAL ORE ORE BURDEN TOTAL ORE ORE BURDEN TOTAL
------ ------ ------- ------- ------ ------ ------- ------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Open-Pit:
Genesis............... 3,235 15,125 42,727 61,087 3,354 10,591 44,199 58,144 2,336 12,704 50,413 65,453
Carlin/Lantern........ 25 132 4,524 4,681 86 954 1,853 2,893 64 2,789 3,929 6,782
North Star............ 11 187 1,936 2,134 -- -- -- -- -- -- -- --
Post.................. 2,084 752 63,024 65,860 404 3,941 43,186 47,531 420 1,066 15,188 16,674
Gold Quarry........... 8,943 32,099 44,639 85,681 9,518 34,885 52,379 96,782 11,005 36,760 56,283 104,048
Tusc.................. 219 2,399 14,743 17,361 100 454 5,654 6,208 -- -- -- --
Rain.................. -- -- -- -- 270 1,230 930 2,430 1,049 2,951 7,758 11,758
------ ------ ------- ------- ------ ------ ------- ------- ------ ------ ------- -------
Total Open-Pit.... 14,517 50,694 171,593 236,804 13,732 52,055 148,201 213,988 14,874 56,270 133,571 204,715
------ ------ ------- ------- ------ ------ ------- ------- ------ ------ ------- -------
Underground:
Carlin................ 344 -- -- 344 34 7 -- 41 -- -- -- --
Deep Star............. 15 -- -- 15 -- -- -- -- -- -- -- --
Rain.................. 147 -- -- 147 48 3 -- 51 -- -- -- --
------ ------ ------- ------- ------ ------ ------- ------- ------ ------ ------- -------
Total
Underground..... 506 -- -- 506 82 10 -- 92 -- -- -- --
------ ------ ------- ------- ------ ------ ------- ------- ------ ------ ------- -------
Grand Total....... 15,023 50,694 171,593 237,310 13,814 52,065 148,201 214,080 14,874 56,270 133,571 204,715
====== ====== ======= ======= ====== ====== ======= ======= ====== ====== ======= =======
</TABLE>
NGC owns in fee or controls through long-term mining leases and unpatented
mining claims all of the minerals and surface area within the boundaries of the
present and projected mining areas of its Carlin Trend deposits. Such long-term
leases extend for at least the anticipated mine life of those deposits. With
respect to Gold Quarry, NGC owns a 10% undivided interest in the minerals in a
majority of the present and projected mining areas, and with respect to the
remaining 90% has agreed to pay a royalty to third party lessors that is
equivalent to 16.2% of production therefrom. NGC's royalty commitments to other
parties with respect to other portions of the Gold Quarry property and certain
of its other properties are much less significant. See Item 7 -- "Management's
Discussion and Analysis of Results of Operations and Financial Condition."
During the past three years, the U.S. Congress considered a number of
proposed amendments to the General Mining Law, as amended (the "General Mining
Law"), which governs mining claims and related activities on federal lands. In
1992, a holding fee of $100 per claim was imposed upon unpatented mining claims
located on federal lands. In October 1994, a moratorium on the processing of new
patent applications was approved. While such moratorium currently remains in
effect, its future is unclear. In addition, a variety of bills have been
introduced in the U.S. Congress to amend further the General Mining Law and, in
1995, Congress passed an amendment to the General Mining Law which provided for
a 5% royalty on minerals taken from U.S. land and required that the patentee pay
the fair market value for surface land required to mine the associated minerals.
This amendment was included in an omnibus budget bill which was vetoed by the
President. Although the ultimate fate of this amendment or other changes to the
General Mining Law are not presently known, approximately 93.5% of NGC's proven
and probable ore reserves in the U.S. are located on private land and,
therefore, are not subject to such amendments.
2
<PAGE> 4
[INSERT NEVADA MAP]
3
<PAGE> 5
Refractory Ore Treatment Plant
In September 1994, NGC completed construction of a refractory ore treatment
plant, known as Mill No. 6, to oxidize refractory ores. Partial operation was
achieved in October 1994, but because of a crack in a weld of a riding ring of
the double rotator mill and a fire in the electrostatic precipitator, final
start-up was delayed until the end of December 1994. Ore processed through the
plant in 1995 yielded approximately 354,400 ounces of gold. Production in 1996
is expected to be approximately 600,000 ounces of gold. This plant is expected
to account for approximately 35% of Carlin's gold production in 1996. To finance
the new facility, the plant was sold and leased backed to NGC pursuant to a 21
year lease. For a discussion of the financing of the refractory ore treatment
plant, see Note 7 to Item 8 -- "Financial Statements and Supplementary Data."
The facility enables NGC to oxidize and treat high-grade refractory ores
that contain both sulfides and active carbon. Approximately 65% of NGC's
reserves on the Carlin Trend are refractory and the balance are oxide. Oxide ore
at Carlin is amenable to gold extraction through the use of conventional
size-reduction processes, such as crushing and grinding, and the dissolution of
the gold in such ore using cyanidation treatment techniques common to the
industry. Refractory ore contains minerals which require an additional treatment
process, which is normally not necessary with oxide ore, to optimize the
recovery of gold from conventional cyanidation processes.
Other Mill and Leaching Facilities
NGC has utilized five other mills on the Carlin Trend (two of which are
currently active), in addition to the refractory ore treatment plant. Ore fed to
a mill is subjected to crushing, grinding and cyanide leaching treatment
processes, with gold recovery onto activated carbon. Mill No. 1 was commissioned
in 1965 and treated ore from the Carlin, Genesis and Post mines and was closed
in the Fall of 1994. Mill No. 2 was commissioned in 1985 and located adjacent to
the Gold Quarry open pit mine. Portions of Mill No. 2 were incorporated into the
refractory ore treatment plant in May 1994. Mill No. 3 was commissioned in 1988
and treated material from the Rain mine and was decommissioned in late 1994 when
the Rain mine ore reserves accessible from open-pit mining were depleted. It ran
for two months in 1995 and is scheduled to run for two months in 1996 to process
oxide ore from the Rain underground mine. Mill No. 4 was commissioned in 1989
and is located approximately one mile northeast of the Post deposit. Mill No. 5
was commissioned in 1988 and is located adjacent to the refractory ore treatment
plant.
Processing at the Carlin leaching operations includes crushing ore at
crushing plants, heap leaching ore on leach pads using cyanidation and gold
recovery onto activated carbon through carbon adsorption.
CARLIN TREND MILL AND LEACH PRODUCTION
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1995 1994 1993
----------------------------------- ----------------------------------- -----------------------------------
DRY GRADE DRY GRADE DRY GRADE
SHORT (OUNCES OUNCES AVERAGE SHORT (OUNCES OUNCES AVERAGE SHORT (OUNCES OUNCES AVERAGE
TONS PER PRODUCED RECOVERY TONS PER PRODUCED RECOVERY TONS PER PRODUCED RECOVERY
(000S) TON) (000S) RATE (%) (000S) TON) (000S) RATE (%) (000S) TON) (000S) RATE (%)
------- ------- -------- -------- ------- ------- -------- -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mill No. 1....... -- -- -- -- 188 0.135 24.3 87.7 960 0.094 82.5 85.6
Mill No. 2....... -- -- -- -- 1,034 0.081 85.1 82.7 3,368 0.090 239.2 81.4
Mill No. 3....... 105 0.211 19.9 87.6 859 0.079 59.1 80.9 903 0.101 77.0 85.7
Mill No. 4....... 2,713 0.063 139.6 80.6 2,736 0.129 292.3 80.7 2,692 0.111 252.5 84.9
Mill No. 5....... 6,172 0.091 473.5 82.8 6,264 0.077 396.1 79.5 6,419 0.081 412.3 80.5
Mill No. 6....... 1,383 0.281 354.4 91.0 701 0.081 44.6 85.5 -- -- -- --
------ ------- ------ ------- ------ -------
Total............ 10,373 0.109 987.4 83.4 11,782 0.091 901.5 80.7 14,342 0.091 1,063.5 82.5
====== ====== ======
------- ------- -------
Leach
Operations..... 44,529 0.023 647.1 --(1) 52,381 0.021 653.8 --(1) 58,945 0.019 610.7 --(1)
====== ====== ======
------- ------- -------
Total Ounces
Produced....... 1,634.5 1,555.3 1,674.2
======= ======= =======
</TABLE>
- ---------------
(1) Leach recovery from tons placed on leach pads fluctuates from year-to-year
due to ore grade, differing solution application rates and cycle times, as
well as varying quantities of unleached material placed on pads.
4
<PAGE> 6
Bioleaching
As an extension of its current leaching operations, a demonstration project
has confirmed the commercial viability of a patented bioleaching process to
recover gold from low-grade sulfidic refractory materials that previously could
not be treated economically using only conventional cyanidation heap leaching.
In the bioleaching process, high-density cultures of naturally occurring
bacteria are added to low-grade ore as it is placed on leach pads. The bacteria
breaks down the sulfide crystal structure in the ore, allowing the gold
subsequently to be dissolved and recovered through heap leaching processes. In
January 1995, NGC began a $12.5 million three-year demonstration project of the
bioleaching process which resulted in the recovery of approximately 5,200 ounces
of gold in late 1995. It is designed to produce 100,000 ounces of gold over the
three year life of the project. As a result of the development of this
bioleaching process, 4.3 million ounces of low-grade refractory material were
added to the reserve category over the past two years. In 1995, an extension to
the Gold Quarry pit was added to the reserve category which would not be mined
if it was not for bioleaching. This extension contains 3.6 million ounces of
which 2.3 million ounces will be bioleached.
Other Facilities
The gold-bearing activated carbon from NGC's Carlin milling and leaching
plants is processed at a central carbon processing plant and converted into dore
bars at the adjacent refinery.
An analytical laboratory and administration offices are located in the
vicinity of Mill Nos. 5 and 6. NGC also has an advanced metallurgical research
laboratory on leased premises in Salt Lake City, Utah. This lease expires at the
end of 1996. Newmont has commenced construction of a research laboratory in
Englewood, Colorado to replace the Salt Lake City facility. This new facility is
expected to be completed by year-end 1996 at an estimated cost of $13 million.
Electrical power and natural gas for NGC's Nevada operations are provided
by public utilities. Oxygen for the refractory ore treatment plant is provided
by Praxair Inc. from an oxygen plant constructed by it on land leased from NGC
which is the sole consumer of the oxygen produced.
Refining
NGC currently has refining arrangements with three foreign refiners and one
domestic refiner to further refine dore bars produced by NGC to the pure form
recognized as marketable on the world markets. Under the terms of the agreements
with these refiners, the dore bars are toll refined and the precious metals are
returned to NGC's account for sale to third parties. Management believes that
because of the availability of alternative refiners, each able to supply all
services needed by NGC, no adverse effect would result if NGC lost the services
of any of its current refiners.
Exploration
NGC conducts extensive exploration along the Carlin Trend. NGC owns or
otherwise controls the mineral interests on approximately 682 square miles of
property along the Carlin Trend. In 1995, a total of 715 holes totaling 496,606
feet were drilled by NGC on the Carlin Trend in connection with reserve
development and exploration activities. This compares with approximately 775
holes totaling 519,288 feet drilled in 1994. Exploration by underground methods
continues to facilitate the definitive location of deeper deposits of gold ore.
In 1995, approximately $27 million was spent by NGC on reserve development
and exploration on the Carlin Trend. For 1996, reserve development and
exploration expenditures by NGC on the Carlin Trend are expected to be
approximately the same as 1995.
5
<PAGE> 7
PERU
Introduction
The Company also produces gold through Minera Yanacocha S.A. in Peru, which
is 38% owned by the Company; 32.3% by Compania de Minas Buenaventura, S.A.
("Buenaventura"), a Peruvian mining company; and 5% by International Finance
Corporation, which provided financing for the project. With respect to the
remaining 24.7% ownership of Yanacocha, see Note 15 --"Commitments and
Contingencies -- Additional Interest in Minera Yanacocha" in Item 8 --"Financial
Statements and Supplementary Data."
Yanacocha has mining rights with respect to a 63,000 acre land position,
which includes the Carachugo, Maqui Maqui and San Jose deposits and other
prospects, located in northern Peru. The project's mining rights were acquired
through an assignment of a government concession held by a related entity. The
assignment has a term of 20 years, renewable at the option of Yanacocha for
another 20 years. A 100% owned subsidiary of NGC manages the project.
Production
Production commenced in August 1993 at the Carachugo deposit and in October
1994 at the Maqui Maqui deposit, which is located three miles north of the
Carachugo deposit. Contract mining is employed at Yanacocha and power for the
project is provided by diesel generators owned by Yanacocha. During 1994, the
first full year of operation, approximately 304,600 ounces of gold or 115,700
equity ounces of gold were produced primarily from the Carachugo mine. The two
mines together produced approximately 552,000 ounces in 1995, or 209,800 equity
ounces at a total cash cost of $119 per ounce. In 1996, production is expected
to increase 10% to 15% over 1995 production including production from the San
Jose deposit which Yanacocha began mining at the beginning of 1996.
Yanacocha's operations are accessible by road and are located approximately
375 miles north of Lima and 28 miles north of the city of Cajamarca. Both the
Carachugo and Maqui Maqui deposits are being exploited through open-pit mines.
The San Jose deposit will be accessed through an open-pit mine as well. The ore
is not crushed, but transported directly to two leach pads where the ore is
treated with a cyanide solution. The leach solution is then run through a
processing plant and the gold is extracted utilizing a Merrill-Crowe gold
recovery method. The dore bars produced are transported from the processing
plant by a contractor and refined at refineries in the United Kingdom and
Switzerland.
Total proven and probable reserves for Yanacocha as of December 31, 1995
were approximately 4.9 million ounces (1.9 million equity ounces) compared with
approximately 4.0 million ounces (1.5 million equity ounces) as of December 31,
1994.
MINERA YANACOCHA MINE AND LEACH PRODUCTION (100%)
DRY SHORT TONS (000S)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1995 1994 1993
------------------------ ------------------------ -----------------------
LEACH LEACH LEACH
ORE WASTE TOTAL ORE WASTE TOTAL ORE WASTE TOTAL
------- ----- ------- ------ ----- ------- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Carachugo............................ 9,238 4,647 13,885 7,157 4,075 11,232 2,706 1,093 3,799
Maqui Maqui.......................... 8,520 2,072 10,592 1,996 372 2,368 -- -- --
------ ----- ------ ----- ----- ------ ----- ----- -----
Total................................ 17,758 6,719 24,477 9,153 4,447 13,600 2,706 1,093 3,799
====== ===== ====== ===== ===== ====== ===== ===== =====
Tons placed on leach pads
(000s dry)......................... 17,758 8,707 2,706
Average grade of ore
(Ounces per ton)................... 0.045 0.054 0.052
Ounces of gold produced.............. 552,000 304,600 81,500
</TABLE>
6
<PAGE> 8
Exploration
Exploration continues to be conducted at numerous prospects owned by
Yanacocha. Approximately $17 million was spent on exploration in 1995 (100%
basis) with approximately 164,000 feet drilled. A $15 million exploration
program (100% basis) is currently underway in 1996 with approximately 164,000
feet of drilling planned.
A second Peruvian joint venture in northern Peru was formed in November
1993 between NGC and Buenaventura. The joint venture, which is 65% owned by NGC,
has staked claims on 423,000 acres of prospective ground along north and south
extensions of the volcanic belt hosting the Yanacocha deposits. In addition, NGC
is active in the southern part of Peru. Initial exploration work is underway in
these prospective areas and a number of targets have been outlined.
[INSERT MINERA YANACOCHA MAP]
7
<PAGE> 9
UZBEKISTAN
In Uzbekistan, NGC has a 50% interest in a joint venture
("Zarafshan-Newmont") with the State Committee for Geology and Navoi Mining and
Metallurgical Combine, each state entities of Uzbekistan, to produce gold by
leaching ore from existing stockpiles of low-grade oxide ore from the
government-owned Muruntau mine. These state entities have guaranteed to
Zarafshan-Newmont 240 million tons of ore with an average grade of 0.036 ounces
of gold per ton, containing approximately 8.6 million ounces of gold. The gold
produced by Zarafshan-Newmont is sold in international markets for U.S. dollars.
A subsidiary of NGC provides technical and managerial support to
Zarafshan-Newmont. Total production which commenced in the second half of 1995
was 37,000 ounces, or 18,500 ounces attributable to NGC, at a total cash cost of
$218 per ounce. In 1996, production is expected to be in excess of 300,000
ounces with 50% attributable to NGC's interest at lower per ounce total cash
costs than in 1995. The project facilities include twenty crushers in four
stages. Crushed material is transported to lined leach pads where the ore is
treated with a cyanide solution. The leach solution is then run through a
processing plant and the gold extracted utilizing a Merrill-Crowe gold recovery
method. The resulting dore is transported to the nearby Muruntau gold refinery
operated by Navoi Mining and Metallurgical Combine where, pursuant to a refining
agreement, the dore is refined for export. The project has access to air, rail
and road transport. There are no significant logistical difficulties for
transportation of refined gold. Power for the project is provided by a
contractual arrangement with Navoi Mining and Metallurgical Combine which
acquires such power from a plant in Navoi, Uzbekistan.
The cost of the project was approximately $230 million, half of which is
attributable to NGC. Zarafshan-Newmont obtained a $105 million project financing
loan from a consortium of banks in 1994 and an additional $30 million in 1995.
See Note 7 to Item 8 -- "Financial Statements and Supplementary Data." NGC
provided to its joint venture partners such partners' share of the equity
capital required for the project in exchange for a portion of the existing
stockpiles and additional funds required to complete the project and supply
working capital.
[INSERT ZARAFSHAN-NEWMONT MAP]
8
<PAGE> 10
INDONESIA
NGC has two projects in Indonesia, Minahasa and Batu Hijau, both of which
are 80% owned by NGC. The remaining 20% of each project is owned by P.T. Tanjung
Serapung and P.T. Pukuafu Indah, respectively. Both projects hold mineral rights
pursuant to Contracts of Work with the Republic of Indonesia. Such contracts
provide for an eight-year term for exploration and feasibility analysis and a
30-year term for mining.
The more advanced of these projects is Minahasa, a multi-deposit project on
the island of Sulawesi. It is approximately 1,500 miles northeast of Jakarta.
The Minahasa project will mine and process ore from three hydrothermal
deposits -- Mesel, Leons and Nibong -- which at the end of 1995 contained
approximately 2.1 million ounces of proven and probable reserves (in which NGC
has an equity interest of approximately 1.7 million ounces). These deposits
contain both oxidized and refractory gold mineralization.
Site preparation at the Minahasa project began in November 1994 and
pre-production mining was initiated in April 1995. The project facilities
include a dry grinding mill, a fluidized bed roaster facility and a conventional
carbon-in-pulp gold recovery plant. Infrastructure improvements such as a
deep-water port, electrical power plant, water supply system and a village for
workers are also being constructed. Production is scheduled to commence in the
first half of 1996 and approach 100,000 ounces (100% basis) in 1996. Total
capital costs are estimated at $135 million. Production over the 13-year mine
life is expected to average 140,000 ounces (100% basis) per year at a cash cost
of $210 per ounce. The Minahasa project is in close proximity to the coast and
does not present any significant logistical difficulties for transportation of
materials and equipment.
The second project, Batu Hijau, is located on the island of Sumbawa, 950
miles east of Jakarta. It is a large porphyry copper/gold deposit that was
discovered in 1990. Batu Hijau is located 10 miles from the island's coast and
has access to natural harbors which can be developed for transportation of
materials, equipment and concentrate product. By year-end, a total of 113 holes
had been drilled in this deposit to an average depth of 330 feet. In 1995, a
comprehensive feasibility study refined cost and production alternatives. In
addition, discussions were conducted with potential partners who could bring
financing and copper expertise to this project. Total capital costs are
estimated at $1.5 billion. Batu Hijau is considered to have significant
potential, although there can be no assurance that such potential could or will
be realized. During the third quarter of 1995 NGC recognized that given the
size, complexity and nature of this large porphyry copper/gold project and the
cost of developing the project it would require more time to complete final
feasibility studies beyond the December 1, 1995 date provided for in the
Contract of Work. Accordingly, in October 1995, NGC requested from the
government of Indonesia an extension of the feasibility studies period. In late
December 1995, NGC was advised by the Indonesian government that it needed more
time to review its request for an extension and that the time period provided
for feasibility studies in the Contract of Work was suspended pending the
Indonesian government's decision. On March 15, 1996, the Indonesian government
granted an extension of the feasibility studies period to June 1, 1996.
9
<PAGE> 11
Exploration work continued through 1995 in areas surrounding the Minahasa
and Batu Hijau projects. Such work will continue in 1996 as part of NGC's
ongoing exploration program in Indonesia.
[INSERT BATU HIJAU MAP]
10
<PAGE> 12
EXPLORATION
NGC conducts its worldwide exploration activities through various
affiliates. One of these affiliates was responsible for the discovery in 1961 of
the Carlin Trend in Nevada and one discovered the existence of gold at the
Yanacocha deposit in Peru in the 1980s. In 1995, exploration and research
expense was $57.3 million compared with $69.2 million in 1994. These figures
exclude capitalized exploration costs associated with mine development of $9.4
million in 1995 and $5.1 million in 1994. NGC's 1996 exploration budget is
approximately at the same level as 1995.
In addition to the exploratory projects specifically discussed above, NGC
is in the preliminary stages of exploration in other areas of the U.S. and other
parts of the world. During 1995, on-the-ground evaluations were conducted in
approximately 25 countries and acquisition opportunities were monitored in
others.
In Mexico, NGC is involved in two projects -- La Herradura, a 45,000 acre
site just south of the U.S. border in northern Mexico is undergoing
prefeasibility studies and Mezcala, a 12,000 acre exploration site in southern
Mexico. NGC has a 44% interest in La Herradura and is earning a 44% interest in
Mezcala by investing $8.5 million over the next four years. The balance of both
projects is held by Minas Penoles, S.A. de C.V., a leading Mexican mining
company that would be the operator.
Near Fairbanks, Alaska, NGC began exploration on the True North property.
Under the terms of a joint venture agreement signed with La Teko Resources, Inc.
("La Teko") on June 9, 1995, NGC can earn a 65% interest in the property by (i)
making cash payments totaling $6 million to La Teko, (ii) expending $3 million
in exploration expenditures by December 31, 1996 and (iii) expending up to $18
million to bring the property into production. Drilling in 1995 confirmed an
average grade of 0.06 ounces per ton. Almost all of this deposit is near the
surface. NGC will intensify its efforts at True North in 1996. Work is focused
on extending a broader zone of mineralization from the 7.2 million tons already
identified.
Exploration continued in Canada where NGC has completed a drilling program
with its co-venturer, Westmin Resources Limited, on several targets at the
Fairchild Lake project in the Yukon Territory. NGC has earned a 51% interest in
the project by expending C$3.5 million in exploration over the last two years
and can earn up to a 65% interest by expending an additional C$7 million on the
property.
In Asia, NGC has a 93% interest in a joint venture for exploration in Laos.
The joint venture agreement covers approximately 2,500 square miles of land. NGC
continues to pursue exploration in other areas of the Asia/Pacific region,
including opportunities in the Philippines and China.
In the U.S., exploration continues at various locations. During the year,
NGC wrote off its investments in two exploration properties acquired in 1992,
Ivanhoe, located north of Carlin and Grassy Mountain in eastern Oregon. While
localized high-grade zones were identified at Ivanhoe, most of the
mineralization was low grade and did not meet development criteria. Similarly,
after analyzing the Grassy Mountain deposit, NGC concluded it was not
economically feasible for it to mine the property. In 1996, exploration will
continue in several states, including Alaska, Idaho, Montana, Nevada and Oregon.
Gold exploration is highly speculative in nature, involves many risks and
frequently is nonproductive. There can be no assurance that NGC's gold
exploration efforts will be successful. Once gold mineralization is discovered,
it may take a number of years from the initial phases of drilling until
production is possible, during which time the economic feasibility of production
may change. Substantial expenditures are required to establish proven and
probable ore reserves through drilling, to determine metallurgical processes to
extract the metals from the ore and, in the case of new properties, to construct
mining and processing facilities. No assurance can be given that NGC's
exploration programs will result in the expansion or replacement of current
production with new proven and probable ore reserves.
NGC's exploration team has a staff of approximately 200 geologists,
geochemists and geophysicists. State-of-the-art technology, including airborne
geophysical data acquisition systems, satellite location devices and
field-portable imaging systems, also aids in the location of prospective
targets.
11
<PAGE> 13
MARKETING
NGC's gold sales generally are made at the monthly average market price
prevailing during the month in which the gold is delivered plus a "contango",
which is essentially an interest factor, from the beginning of the month until
the date of delivery. Since the end of 1993 the Company has not engaged in any
hedging transactions on current production and none of NGC's 1995 production was
hedged. However, 125,000 ounces per year of the first five years of production
of NGC's Minahasa project in Indonesia beginning in 1996 has been sold forward
at an average price of $454 per ounce with a 40% participation in prices above
that level. See Note 13 to Item 8 -- "Financial Statements and Supplementary
Data" for information regarding major customers and export sales.
GENERAL
The business of gold mining is generally subject to a number of risks and
hazards, including environmental hazards, industrial accidents, labor disputes,
encountering unusual or unexpected geologic formations, cave-ins, flooding, rock
falls, periodic interruptions due to inclement or hazardous weather conditions,
other acts of God and fluctuations in the market prices of gold. Such risks
could result in damage to, or destruction of, mineral properties or producing
facilities, personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability. NGC maintains insurance against
risks that are typical in the operation of its business and in amounts which NGC
believes to be reasonable, but no assurance can be given that such insurance
will continue to be available, will be available at economically acceptable
premiums or will be adequate to cover any resulting liability.
NGC's projects in Indonesia, Peru and Uzbekistan are subject to the risks
normally associated with conducting business in foreign countries, including
labor disputes and uncertain political and economic environments, as well as
risks of war and civil disturbances or other risks which may limit or disrupt
the projects, restrict the movement of funds or result in the deprivation of
contract rights or the taking of property by nationalization or expropriation
without fair compensation, laws or policies of particular countries, foreign
taxation, limitations on ownership and on repatriation of earnings, and foreign
exchange controls and currency fluctuations. Although NGC is not currently
experiencing any significant problems in foreign countries arising from such
risks, there can be no assurance that such problems will not arise in the
future. Political risk insurance from the Overseas Private Investment
Corporation ("OPIC") and/or the Multilateral Investment Guarantee Agency has
been obtained to cover a portion of NGC's investments in Peru and Uzbekistan
against certain expropriation, war, civil unrest and political violence risks.
Newmont is applying to OPIC for similar political risk insurance covering its
Minahasa investment in Indonesia. Political risk insurance is limited by its
terms to the particular risks specified therein and is subject to certain
exclusions. There can therefore be no assurance that claims would be paid under
such insurance in connection with a particular event in a foreign country.
Foreign investments may also be adversely affected by laws and policies of the
U.S. affecting foreign trade, investment insurance and covering taxation.
The successful application of bioleach technology, on which NGC holds
patents in the U.S. and in many foreign countries, has resulted in significant
increases in proven and probable reserves of NGC. There are no other patents,
licenses or franchises material to NGC's business. In many foreign countries,
NGC conducts mining or exploration pursuant to concessions granted by the host
government. These countries include, among others, Indonesia, Laos and Peru. In
each case, NGC believes that such concessions are sufficient in extent and
duration to justify any proposed investment it might make based on any such
concessions. Such concessions are subject to the usual political risks
associated with foreign operations generally.
Capital expenditures incurred by NGC for continuing operations were
approximately $309 million, $402 million and $235 million in 1995, 1994 and
1993, respectively. NGC has an established program for the maintenance and
repair of its equipment and facilities. Management believes that NGC's
facilities are generally in a state of good repair. NGC has a continuous program
of capital investment that includes, as necessary or advisable, the replacement,
modernization or expansion of its equipment and facilities. For a discussion of
anticipated future capital expenditures, see Item 7 -- "Management's Discussion
and Analysis of Results of Operations and Financial Condition."
12
<PAGE> 14
There were 4,100 persons employed by NGC worldwide at December 31, 1995 and
2,835 persons employed by NGC worldwide at December 31, 1994. NMC has no
employees.
GOLD MARKET
Gold has two main categories of use -- product fabrication and bullion
investment. Fabricated gold has a wide variety of end uses. Purchasers of
official coins and high-karat jewelry frequently are motivated by investment
considerations, so that net private bullion purchases alone do not necessarily
represent the total investment activity in gold.
The profitability of NGC's current operations is significantly affected by
changes in the market price of gold. Market gold prices can fluctuate widely and
are affected by numerous factors beyond NGC's control, including industrial and
jewelry demand, expectations with respect to the rate of inflation, the strength
of the U.S. dollar (the currency in which the price of gold is generally quoted)
and of other currencies, interest rates, central bank sales, forward sales by
producers, global or regional political or economic events, and production and
cost levels in major gold-producing regions such as South Africa. In addition,
the price of gold sometimes is subject to rapid short-term changes because of
speculative activities. The current demand for and supply of gold affect gold
prices, but not necessarily in the same manner as current supply and demand
affect the prices of other commodities. The supply of gold consists of a
combination of new mine production and existing stocks of bullion and fabricated
gold held by governments, public and private financial institutions, industrial
organizations and private individuals. As the amounts produced in any single
year constitute a very small portion of the total potential supply of gold,
normal variations in current production do not necessarily have a significant
impact on the supply of gold or on its price. If NGC's revenue from gold sales
falls for a substantial period below its cost of production at any or all of its
operations, NGC could determine that it is not economically feasible to continue
commercial production at any or all of its operations or to continue the
development of some or all of its projects. NGC's consolidated weighted average
total cash cost of equity production for its Nevada, Peruvian and Uzbekistan
operations was $210 per ounce of gold sold in 1995, $202 in 1994 and $197 in
1993.
The gold market generally is characterized by volatile prices. The
volatility of gold prices is illustrated in the following table of annual high,
low and average afternoon gold fixing prices of gold per ounce on the London
Bullion Market:
<TABLE>
<CAPTION>
YEAR HIGH LOW AVERAGE
---- ---- ---- -------
<S> <C> <C> <C>
1986........................................................ $438 $326 $ 368
1987........................................................ 500 390 446
1988........................................................ 484 395 437
1989........................................................ 416 356 381
1990........................................................ 424 346 383
1991........................................................ 403 344 362
1992........................................................ 360 330 344
1993........................................................ 406 326 360
1994........................................................ 395 378 384
1995........................................................ 396 372 384
1996 (through March 7)...................................... 415 389 395
</TABLE>
- ---------------
Source of Data: Metals Week
On March 7, 1996, the afternoon fixing for gold on the London Bullion
Market was $394 per ounce and the spot market price of gold on the New York
Commodity Exchange was $395 per ounce. Gold prices on both the London Bullion
Market and the New York Commodity Exchange are regularly published in most major
financial publications and many nationally recognized newspapers.
13
<PAGE> 15
PROVEN AND PROBABLE ORE RESERVES
NGC's equity in proven and probable ore reserves was approximately
28,782,000 ounces and 26,106,000 ounces of gold at December 31, 1995 and
December 31, 1994, respectively.
NGC's estimate of its proven and probable ore reserves at December 31, 1995
and 1994 is set forth in the table below. The proven and probable ore reserves
were determined by the use of mapping, drilling, sampling, assaying and
evaluation methods generally applied in the mining industry. Calculations with
respect to the estimates as of December 31, 1995 and 1994, are based on a gold
price of $400 per ounce. Management believes that if NGC reserve estimates were
to be based on gold prices as low as $300 per ounce with current operating
costs, 1995 year-end reserves would decrease by approximately 15%. Conversely,
if NGC reserve estimates were to be based on a gold price of $500 per ounce with
current operating costs, 1995 year-end reserves would increase by approximately
9%. These reserves represent the total quantity of ore to be extracted from the
deposits or stockpiles allowing for mining efficiencies and ore dilution.
Contained ounces are prior to any losses during metallurgical treatment.
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
-------------------------------------- --------------------------------------
DRY SHORT GRADE CONTAINED EQUITY DRY SHORT GRADE CONTAINED EQUITY
DEPOSITS WITH PROVEN PERCENT TONS (OUNCES OUNCES OUNCES TONS (OUNCES OUNCES OUNCES
AND PROBABLE RESERVES(1) EQUITY (000S) PER TON) (000S) (000S) (000S) PER TON) (000S) (000S)
- ------------------------------------- ------- --------- -------- --------- ------ --------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Carlin, Nevada
Open Pit
Gold Quarry/Mac/Tusc............. 100% 209,670 0.045 9,519 9,519 162,222 0.045 7,286 7,286
Carlin/Pete/Lantern.............. 100% 14,818 0.031 456 456 14,466 0.031 446 446
Genesis/North Star............... 100% 41,349 0.029 1,194 1,194 53,229 0.028 1,516 1,516
Post/Goldbug..................... 100% 25,622 0.191 4,890 4,890 27,957 0.184 5,147 5,147
Capstone/Bootstrap/Tara.......... 100% 19,851 0.046 915 915 28,041 0.040 1,127 1,127
Rain/Emigrant Springs............ 100% 4,864 0.035 169 169 4,864 0.035 169 169
------- ------ ------ ------- ------- -------
Total Open Pit..................... 316,174 0.054 17,143 17,143 290,779 0.054 15,691 15,691
Underground
Carlin........................... 100% 936 0.429 402 402 647 0.371 240 240
Deep Star........................ 100% 847 0.930 788 788 849 0.929 789 789
Rain............................. 100% 148 0.203 30 30 118 0.254 30 30
------- ------ ------ ------- ------- -------
Total Underground.................. 1,931 0.632 1,220 1,220 1,614 0.656 1,059 1,059
Stockpiles and in process........ 100% 47,730 0.053 2,521 2,521 37,558 0.048 1,793 1,793
------- ------ ------ ------- ------- -------
Total Carlin(2)(3)................. 365,835 0.057 20,884 20,884 329,951 0.056 18,543 18,543
------- ------ ------ ------- ------- -------
Minera Yanacocha, Peru
Carachugo........................ 38% 35,459 0.025 896 340 45,264 0.027 1,209 460
Maqui Maqui...................... 38% 47,652 0.047 2,238 850 56,612 0.047 2,680 1,018
San Jose......................... 38% 52,160 0.032 1,690 642
Stockpiles and in process........ 38% 1,800 0.048 87 33 1,846 0.044 81 31
------- ------ ------ ------- ------- -------
Total Yanacocha(4)................. 137,071 0.036 4,911 1,865 103,722 0.038 3,970 1,509
------- ------ ------ ------- ------- -------
Zarafshan-Newmont, Uzbekistan(5)..... 50% 241,794 0.036 8,632 4,316 242,508 0.036 8,674 4,337
Minahasa, Indonesia
Mesel/Leons/Nibong............... 80% 9,668 0.207 2,006 1,605 9,668 0.207 2,006 1,605
Other............................ 80% 858 0.164 141 112 858 0.164 141 112
------- ------ ------ ------- ------- -------
Total Minahasa(6).................. 10,526 0.204 2,147 1,717 10,526 0.204 2,147 1,717
------- ------ ------ ------- ------- -------
Total.............................. 755,226 0.048 36,574 28,782 686,707 0.049 33,334 26,106
======= ====== ====== ======= ======= =======
</TABLE>
- ---------------
(1) The term "reserve" means that part of a mineral deposit which can be
economically and legally extracted or produced under reasonable assumptions
at the time of the reserve determination.
The term "economically," as used in the definition of reserve, implies that
profitable extraction or production under defined investment assumptions has
been established or analytically demonstrated. The assumptions made must be
reasonable, including assumptions concerning the prices and costs that will
prevail during the life of the project.
14
<PAGE> 16
The term "legally," as used in the definition of reserve, does not imply
that all permits needed for mining and processing have been obtained or that
other legal issues have been completely resolved. However, for a reserve to
exist, there should be a reasonable basis to believe that issuance of these
permits or resolution of legal issues can be accomplished in a timely
manner.
The term "proven reserves" means reserves for which (a) quantity is computed
from dimensions revealed in outcrops, trenches, workings or drill holes; (b)
grade and/or quality are computed from the result of detailed sampling and
(c) the sites for inspection, sampling and measurements are spaced so
closely and the geologic character is sufficiently defined that size, shape,
depth and mineral content of reserves are well established.
The term "probable reserves" means reserves for which quantity and grade are
computed from information similar to that used for proven reserves but the
sites for sampling are farther apart or are otherwise less adequately
spaced. The degree of assurance, although lower than that for proven
reserves, is high enough to assume continuity between points of observation.
(2) Calculated using cutoff grades for 1995 and 1994 as follows: oxide leach
material not less than 0.006 ounce per ton; refractory leach material (for
the Gold Quarry, Mac and Tusc deposits only) not less than 0.03 ounce per
ton; refractory mill material not less than 0.07 ounce per ton; oxide mill
material varies. Ore reserves were calculated using different recoveries
depending on each deposit's metallurgical properties and process. The
average oxide mill recoveries utilized were as follows (1994 values in
parenthesis): Mill No. 3 -- 85% (85%); Mill No. 4 -- 83% (81%); Mill No.
5 -- 82% (85%). The average refractory mill recoveries utilized were: Mill
No. 6 -- 88% (88%). The average leach recoveries utilized for oxide material
were as follows: North Area Leach Facility -- 63% (64%); South Area Leach
Facility -- 61% (69%); Rain Area Leach Facility -- 55% (56%). The following
average leach recovery was utilized for refractory bioleach material in the
Gold Quarry, Mac and Tusc deposits: 55% (60%) (engineered estimates).
The term "cut-off grade" means the lowest grade of mineralized rock that can
be included in the reserve in a given deposit. Cut-off grades vary between
deposits depending upon prevailing economic conditions, mineability of the
deposit, amenability of the ore to gold extraction, and milling or leaching
facilities available.
(3) Approximately 65% of these reserves are refractory in nature. Refractory ore
is not amenable to the normal cyanidation recovery processes currently used
by NGC. Such ore must be oxidized before it is subjected to the normal
recovery processes. Refractory reserves of mill-grade material contain at
least 0.07 ounces per ton. Refractory reserves of leach-grade material (Gold
Quarry, Mac and Tusc deposits only) contain at least 0.03 ounces per ton.
(4) Calculated by NGC using a cutoff grade not less than 0.010 ounces per ton.
Assumed leach recovery is 60% to 83%, depending on each deposit's
metallurgical properties. All of the ore is oxidized.
(5) Material available to Zarafshan-Newmont for processing from designated
stockpiles or from other specified sources. All ore is oxidized. Tonnage and
gold content of material available to Zarafshan-Newmont for processing from
the designated stockpiles or from other specified sources are guaranteed by
state entities of Uzbekistan. Material will be crushed and leached. The
feasibility study prepared by Zarafshan-Newmont used a 50% to 65% leach
recovery rate, depending on material type.
(6) Calculated by NGC using a cutoff grade of 0.058 ounces per ton and mill
recovery rates of 80% to 89% depending on material type. Substantially all
of the ore is refractory.
ENVIRONMENTAL MATTERS
GENERAL
NGC's U.S. gold mining and processing operations are subject to extensive
federal, state and local governmental regulations for the protection of the
environment, including those relating to the protection of air and water quality
and mine reclamation, and for the promotion of mine and occupational safety.
Management does not believe that compliance with such regulations will have a
material adverse effect on its competitive position. At this time NGC does not
expect any material impact on future recurring operating costs of compliance
with currently enacted environmental regulations. Ongoing costs to comply with
environmental obligations have not been significant to NGC's total costs of
operations. Since NGC is not able to pass on any net increases in costs to its
customers, any such increases could have an adverse effect on future
profitability of NGC. Amendments to current laws and regulations governing
operations and activities of mining companies or the stringent implementation
thereof could have a material adverse impact on NGC in terms of increased
capital and operating expenditures.
CURRENT OPERATIONS
It is estimated that with respect to NGC's U.S. operations, compliance with
federal, state and local regulations relating to the discharge of material into
the environment, or otherwise relating to the protection of the environment,
required capital expenditures of approximately $15 million in 1995. It is
estimated that NGC will require approximately $20 million of capital
expenditures for environmental compliance in 1996 and annually thereafter.
NGC's operations outside of the U.S. are also subject to governmental
regulations for the protection of the environment. Management believes that
these regulations have not had, and will not have, a materially adverse effect
on NGC's operations or its competitive position. The adoption of new laws or
regulations, or
15
<PAGE> 17
amendments to current laws or regulations, regarding the operations and
activities of mining companies could have a material adverse impact on NGC's
capital and operating expenditures. It is estimated that compliance with
regulations for the protection of the environment required capital expenditures
of approximately $3 million in 1995 in connection with the Minahasa project in
Indonesia.
NEVADA OPERATIONS
NGC's Nevada gold mining and processing operations generate solid waste
which is subject to regulation under the federal Resource Conservation and
Recovery Act ("RCRA") and similar laws of the State of Nevada. Solid waste that
is considered "hazardous" is subject to extensive regulation by the U.S.
Environmental Protection Agency (the "EPA") and the State of Nevada under
Subtitle C of RCRA, while non-hazardous solid waste is governed by a less
stringent program under Subtitle D of RCRA and solid waste management
regulations of the State of Nevada.
In 1986, the EPA determined that the regulation of "extraction" and
"beneficiation" wastes from mining operations under Subtitle C of RCRA was not
warranted and these wastes have been exempted from RCRA pursuant to the Bevill
Amendment. However, the EPA began to develop specific regulations for such
wastes under Subtitle D. NGC is participating in that process. Currently, there
is not a sufficient basis to predict the potential impact of such regulations on
NGC.
Wastes from the "processing" of ores and minerals (including refining
wastes) at NGC's Nevada operations is subject to regulation under Subtitle C of
RCRA. NGC recycles substantially all of the potentially hazardous secondary
materials generated during refining operations in compliance with Subtitle C.
Such compliance has not had, and is not expected to have, any material impact on
NGC's operations.
NGC's Nevada operations are subject to stringent state permitting
regulations for protection of surface and groundwater, as well as wildlife.
These regulations may require additional capital and operating expenditures for
expansion of current operations and development of new projects and may increase
closure and reclamation costs for pits, tailing impoundment and leaching
facilities.
Mining operations have the potential to produce fugitive dust emissions
which are subject to regulation under the laws of the State of Nevada. The EPA's
current regulations under the federal Clean Air Act exclude fugitive dust from
surface mines in determining whether new or expanded sources need permits for
construction under the regulations for prevention of significant deterioration
of air quality. The 1990 amendments to the Federal Clean Air Act could
ultimately increase NGC's compliance costs for air pollution permitting and/or
control, but the impact on NGC's mining operations is so dependent on future
regulations and other contingencies that it cannot reasonably be predicted at
this time.
FORMER OPERATIONS
NGC is involved in matters involving environmental cleanup obligations
arising from past mining activities (not in all cases conducted by NGC) at four
separate locations within the U.S. Idarado Mining Company, an 80.1% owned
subsidiary of NGC, agreed by consent decree in 1992 with the state of Colorado
to undertake specific remediation work in the Telluride/Ouray area of Colorado.
Resurrection Mining Company, 100% owned by NGC, is a defendant in lawsuits
brought by the state of Colorado and the U.S., respectively, for environmental
remediation in the Leadville, Colorado area. Dawn Mining Company, a 51% owned
subsidiary of NGC, has filed remedial proposals for an inactive uranium mine
formerly leased from the Spokane Indian Tribe in Washington State and a former
mill site located near Ford, Washington. Remediation activities were conducted
at all sites in 1995 and, at Idarado 80% of the remediation was completed. The
fourth site is for reclamation of an inactive site mined by the former owners on
the Ivanhoe exploration property in Nevada. At December 31, 1995 NGC had an
aggregate $55.8 million accrued for remediation of these inactive sites, a
reduction from $65.7 million accrued at the end of 1994. See Note 15 to Item
8 -- "Financial Statements and Supplementary Data", Item 3 -- "Legal
Proceedings" and see Item 7 -- "Management Discussion and Analyses of Results of
Operations and Financial Conditions".
16
<PAGE> 18
ITEM 3. LEGAL PROCEEDINGS
During 1995, an agency of the State of Nevada Department of Taxation filed
an assessment claiming sales taxes due relating to the sale-leaseback of the
Company's refractory ore treatment plant. This assessment, including interest,
totals approximately $30 million. NGC filed a Petition for Redetermination and a
hearing was held by the agency that issued the assessment in October 1995. The
hearing officer reaffirmed the agency's determination. NGC intends to appeal
this determination to the State Tax Commission, which is independent from the
agency. If unsuccessful, NGC will vigorously contest the determination to higher
levels and believes that it will ultimately prevail based upon the opinion of
its counsel.
In December 1983, the State of Colorado filed a lawsuit in the U.S.
District Court for the District of Colorado under the Comprehensive
Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), 42
U.S.C. 9601 et seq., seeking clean-up and damages for alleged injury to natural
resources due to releases of hazardous substances into the environment. This
case, State of Colorado v. ASARCO, Inc., et al. (Civil Action No. 83-C-2388),
was consolidated with another action, United States of America v. Apache Energy
& Minerals, et al. (Civil Action No. 86-C-1676), which was filed in August 1986.
Both cases involve allegations of environmental impairment in the vicinity of
Leadville, Colorado, including the area of the operations and property of the
Res-ASARCO Joint Venture which owns the Black Cloud Mine, the Yak Tunnel, and
adjacent property, and seek remedial actions and damages from a number of
defendants, including NMC and NGC's wholly owned subsidiary, Resurrection Mining
Company ("Resurrection"), which is a partner with ASARCO in the Res-ASARCO Joint
Venture. In August 1994, the Court entered a Partial Consent Decree between and
among the U.S., NGC, Resurrection and certain defendants. The Partial Consent
Decree obligates Resurrection to pay for and perform the cleanup of sources of
contamination in various areas, pursuant to the Superfund administrative
process. During 1995, Resurrection implemented and completed remedial action at
selected locations. Additional remedial activities are planned for 1996. The
precise nature of the remaining remedial activities is subject to further
investigation and study, EPA selection in accordance with the National
Contingency Plan and public comment. At this time, the precise remedy and cost
have not been fixed. The proposed settlement also requires Resurrection to
reimburse the governments for their past response costs. Further, Resurrection's
cleanup and reimbursement obligations are subject to certain sharing percentages
with at least one other defendant. The Partial Consent Decree does not resolve
certain other potential liabilities, including liability for any natural
resource damage and any groundwater or surface water contamination. See Note 15
to Item 8 -- "Financial Statements and Supplementary Data."
In September 1995, Southern Peru Copper Corporation ("SPCC"), previously
10% owned by NGC, was served with a lawsuit, which was filed in the state court
of Nueces County, Texas, naming as defendants SPCC, its present and former
stockholders including NGC, and certain other defendants. The lawsuit seeks
unspecified compensatory and punitive damages for alleged personal injuries to
approximately 700 persons resident in Peru and property damages arising from
alleged releases into the environment from SPCC operations in Peru. In September
29, the action was removed from Texas state court to the U.S. District Court for
the Southern District of Texas, Corpus Christi Division. In October 1995, SPCC
and other defendants filed a motion to dismiss the action on a number of
grounds, including that it would be unreasonable for a United States court to
exercise extraterritorial jurisdiction, lack of personal jurisdiction and forum
non conveniens. In January 1996 the Court entered an order dismissing the
complaint on the grounds that under U.S. and international law the subject
matter of the lawsuit should be adjudicated before Peruvian courts. On February
15, 1996, plaintiffs filed a notice of appeal from the order of the U.S.
District Court dismissing the complaint and from an earlier order of that Court
denying plaintiffs' motion to remand the case to the Texas state court.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during the quarter ended December 31, 1995.
17
<PAGE> 19
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
NGC's executive officers as of March 7, 1996 were:
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ------------------------ --- ----------------------------------------------------
<S> <C> <C>
Ronald C. Cambre 57 Chairman, President and Chief Executive Officer
Graham M. Clark, Jr. 50 Senior Vice President and General Counsel
Lawrence T. Kurlander 56 Senior Vice President, Administration
Wayne W. Murdy 51 Senior Vice President and Chief Financial Officer
David A. Baker 41 Vice President, Environmental Affairs
Steven A. Conte 53 Vice President, Human Resources
Marcel F. DeGuire 46 Vice President, Project Development and Regional
Director, Commonwealth of Independent States
Mary E. Donnelly 44 Vice President, Government Relations
John A.S. Dow 50 Vice President and Regional Director, Indonesia and
Southeast Asia
W. Durand Eppler 42 Vice President, Business Development and Planning
Gary E. Farmar 41 Vice President and Controller
Patricia A. Flanagan 37 Vice President, Treasurer and Assistant Secretary
David H. Francisco 46 Vice President, International Operations
Eric Hamer 53 Vice President, North American Operations
Joy E. Hansen 50 Vice President and Associate General Counsel
Donald G. Karras 42 Vice President, Taxes
Leendert G. Krol 56 Vice President, Exploration
Michael G. Moran 54 Vice President, Engineering Services
Jack H. Morris 56 Vice President, Corporate Relations
W. James Mullin 50 Vice President and Regional Director, Nevada
Operations
Jean-Michel Rendu 52 Vice President, Technical Services
Timothy J. Schmitt 53 Vice President, Secretary and Assistant General
Counsel
</TABLE>
There are no family relationships by blood, marriage or adoption among any
of the above executive officers of NGC. All executive officers are elected
annually by the Boards of Directors to serve for one year or until their
respective successors are elected and qualify. There is no arrangement or
understanding between any of the above executive officers and any other person
pursuant to which he or she was selected as an officer.
Mr. Cambre was elected Chairman of NGC on November 16, 1994 (effective
January 1, 1995), President on June 1, 1994 and Chief Executive Officer on
September 23, 1993 (effective November 1, 1993). He served as Vice Chairman of
NGC from November 1, 1993 through December 31, 1994. Previously, he served as
Vice President and Senior Technical Advisor to the office of the Chairman of
Freeport-McMoRan Inc., a natural resources company, from June 1988 to September
1993. He is also Chairman, President and Chief Executive Officer of NMC.
Mr. Clark was elected a Senior Vice President of NGC on September 11, 1991.
He was designated General Counsel on October 26, 1988 (effective May 1, 1989)
and elected a Vice President on December 17, 1986. He is also Senior Vice
President and General Counsel of NMC.
Mr. Kurlander was elected Senior Vice President, Administration, of NGC on
March 16, 1994 (effective April 1, 1994). Previously, he served as Senior Vice
President, Public Affairs and Government Affairs, for Nabisco International Inc.
of RJR Nabisco, Inc., a consumer products company, since 1992. Prior to that he
18
<PAGE> 20
managed worldwide communications, state government affairs and worldwide
security functions for American Express Company, a financial services company.
He is also Senior Vice President, Administration of NMC.
Mr. Murdy was elected a Senior Vice President and Chief Financial Officer
of NGC on December 16, 1992 (effective December 31, 1992). Previously, he served
as Senior Vice President and Chief Financial Officer of Apache Corporation, an
oil and gas exploration and production company, since May 1991. Prior to that he
had been Vice President and Chief Financial Officer of Apache Corporation. He is
also Senior Vice President and Chief Financial Officer of NMC.
Mr. Baker was elected Vice President, Environmental Affairs, of NGC on
April 24, 1991 (effective March 11, 1991). Previously, he held various senior
environmental positions with NMC and NGC for more than five years.
Mr. Conte was elected Vice President, Human Resources, of NGC on April 3,
1995. Previously, he served as Vice President, Human Resources of Echo Bay Mines
Ltd., a natural resources company, since January 1988.
Mr. DeGuire was elected a Vice President of NGC on May 18, 1994. He was
designated Vice President, Project Development and Regional Director,
Commonwealth of Independent States, in 1995. Previously, he served as Vice
President, Project Development and Metallurgical Research, since May 18, 1994.
Prior to that he held various senior metallurgical research and environmental
positions with NMC and NGC for more than five years.
Ms. Donnelly was elected Vice President, Government Relations of NGC on
June 12, 1990. Previously, she held various senior government relations
positions with NMC and NGC for more than five years.
Mr. Dow was elected a Vice President of NGC on May 18, 1994 and
subsequently was designated Regional Director, Indonesia and Southeast Asia.
Previously, he held various senior exploration positions with NMC and its
subsidiaries for more than five years.
Mr. Eppler was elected Vice President, Business Development and Planning,
of NGC on May 17, 1995. Previously, he served as Managing Director of Chemical
Securities, Inc., an affiliate of Chemical Bank, for more than five years.
Mr. Farmar was an elected a Vice President of NGC on December 16, 1992 and
Controller on October 30, 1991. He had served as Assistant Controller from
January 28, 1989 through October 29, 1991. He is also Vice President and
Controller of NMC.
Ms. Flanagan was elected a Vice President of NGC on March 15, 1995 and
elected Treasurer on December 16, 1992. Previously, she served as an Assistant
Treasurer. She was appointed Assistant Secretary on June 24, 1992. She is also
Vice President, Treasurer and Assistant Secretary of NMC.
Mr. Francisco was elected Vice President, International Operations, of NGC
on July 19, 1995 (effective July 10, 1995). Previously, he served as Executive
Vice President and General Manager of P.T. Freeport Indonesia Co., a natural
resources company, from August 1992 to May 1995 and as Senior Vice President and
Chief Administrative Officer from May 1991 to August 1992.
Mr. Hamer was designated Vice President, North American Operations, of NGC
on July 12, 1995. Previously, he served as Vice President, Indonesian Projects,
since January 1, 1994 and as Vice President, Project Development from January 1,
1993 through December 31, 1993. He also served as Vice President and General
Manager from October 30, 1991 to December 31, 1992 and as Vice President and
Resident Manager from March 11, 1991 to October 29, 1991 and as Vice President,
Operations from October 31, 1988 to March 10, 1991.
Ms. Hansen was elected Vice President and Associate General Counsel of NGC
on March 15, 1995. Previously, she served as Associate General Counsel since
March 1992. Previously, she was a partner in the law firm of Holland & Hart
specializing in natural resources law.
19
<PAGE> 21
Mr. Karras has served as Vice President, Taxes, of NGC since November 9,
1992. Previously, he served as Director of Taxes of Kennecott Corporation, a
natural resources company, for four years. He is also Vice President, Taxes of
NMC.
Mr. Krol has served as Vice President, Exploration of NGC since September
14, 1994. Previously, he served as Director of Foreign Exploration since May
1992. Prior to that he served as Director of Metallurgical Services since 1990.
Mr. Moran was elected Vice President, Engineering Services, of NGC on
December 15, 1993 (effective January 17, 1994). Previously, he was employed by
BHP Minerals International Inc., a natural resources company, for more than five
years where he was responsible for the development and management of major
construction projects.
Mr. Morris was elected Vice President, Corporate Relations, of NGC on March
16, 1994 (effective April 1, 1994). Previously, he served as Director of
Investor Relations and Corporate Communications for Inland Steel Industries, a
steel producer, from 1990 to 1993.
Mr. Mullin was designated Vice President and Regional Director, Nevada
Operations, of NGC on May 14, 1994. Previously, he served as Vice President and
General Manager from December 15, 1993 to May 13, 1994. He also served as Acting
General Manager from January 1, 1993 to December 14, 1993. Prior to that he held
various senior operating positions with NGC.
Mr. Rendu was designated Vice President, Technical Services, of NGC, on
January 19, 1995. Previously, he served as Vice President, Information Systems
of NGC since November 26, 1991 and Vice President, Mine Engineering of NGC since
March 11, 1991.
Mr. Schmitt was a elected Vice President of NGC on December 17, 1986 and
was elected Secretary on May 25, 1988. He was designated Assistant General
Counsel on October 30, 1991. He served as Controller from March 31, 1983 through
October 29, 1991. He is also Vice President, Secretary and Assistant General
Counsel of NMC.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
NGC's common stock is traded on the New York Stock Exchange (under the
symbol "NGC"). The following table sets forth, for the periods indicated, the
high and low sales prices per share of NGC's common stock as reported on the New
York Stock Exchange Composite Transactions Tape.
<TABLE>
<CAPTION>
1995 1994
----------------- -----------------
HIGH LOW HIGH LOW
------ ------ ------ ------
<S> <C> <C> <C> <C>
First quarter........................... $43.88 $33.13 $48.07 $40.67
Second quarter.......................... $45.25 $38.25 $45.67 $37.63
Third quarter........................... $46.25 $41.13 $46.75 $38.25
Fourth quarter.......................... $44.25 $35.00 $45.50 $33.88
</TABLE>
On March 7, 1996, there were 1,027 stockholders of record of the NGC's
common stock.
A dividend of $0.12 per share of common stock outstanding was declared in
each quarter of 1995 and 1994, or a total of $0.48 per share in each such year.
An annual dividend of $0.05 per share was declared on October 25, 1993. The
determination of the amount of future dividends, however, will be made by NGC's
Board of Directors from time to time and will depend on NGC's future earnings,
capital requirements, financial condition and other relevant factors.
20
<PAGE> 22
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---------- ---------- ---------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C>
FOR THE YEARS ENDED DECEMBER 31,
Sales........................... $ 636,219 $ 597,370 $ 601,601 $546,432 $572,750
========== ========== ========== ======== ========
Income before cumulative
effects of changes in
accounting principles......... $ 124,872 $ 83,394 $ 113,116 $ 87,414 $125,902
Cumulative effects of changes in
accounting principles after
tax........................... -- -- 2,665 (6,356) --
---------- ---------- ---------- -------- --------
Net income...................... $ 124,872 $ 83,394 $ 115,781 $ 81,058 $125,902
Earnings per share:
Income before cumulative
effects of changes in
accounting principles...... $ 1.17 $ 0.70 $ 1.08 $ 0.83 $ 1.20
========== ========== ========== ======== ========
Cumulative effects of changes
in accounting principles... -- -- 0.02 (0.06) --
---------- ---------- ---------- -------- --------
Net income...................... $ 1.17 $ 0.70 $ 1.10 $ 0.77 $ 1.20
========== ========== ========== ======== ========
Dividends declared per common
share......................... $ 0.48 $ 0.48 $ 0.05 $ 0.05 $ 0.05
========== ========== ========== ======== ========
AT DECEMBER 31,
Total assets.................... $1,773,770 $1,656,657(1) $1,021,870 $905,331 $816,659
Long-term debt, including
current portion............... $ 608,634 $ 593,634(1) $ -- $ -- $ --
Stockholders' equity............ $ 824,928 $ 752,951(1) $ 924,018 $810,447 $734,633
</TABLE>
- ---------------
(1) As discussed in Note 2 of Item 8 -- "Financial Statements and Supplementary
Data," effective January 1, 1994, Newmont Gold Company acquired essentially
all of the assets and liabilities of its parent, Newmont Mining Corporation.
This transaction contributed to the increase in total assets and long-term
debt and decrease in stockholders' equity at December 31, 1994 compared to
December 31, 1993.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of Newmont Gold Company
("NGC") and its subsidiaries' (collectively, the "Company") consolidated results
of operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes thereto.
Effective January 1, 1994, NGC acquired essentially all of the assets and
assumed essentially all of the liabilities of its parent company, Newmont Mining
Corporation ("NMC"). This transaction is further discussed in Note 2 to Item
8 -- "Financial Statements and Supplementary Data." NGC's acquisition of NMC's
international projects, worldwide exploration prospects and other corporate
activities resulted in increased exploration, general and administrative expense
and increased debt levels in 1995 and 1994 compared to 1993. In addition, the
issuance of $5.50 convertible preferred stock in the transaction resulted in
$11.2 million and $15.8 million of dividend requirements in 1995 and 1994,
respectively. NGC also increased its common stock dividends from $0.05 per share
to $0.48 per share annually, resulting in $46.8 million and $46.2 million of
annual dividends in 1995 and 1994, respectively, compared to $5.2 million in
1993. NMC owns approximately 90% of NGC.
21
<PAGE> 23
SUMMARY
The Company earned $124.9 million ($1.17 per share), $83.4 million ($0.70
per share) and $113.1 million ($1.08 per share) in 1995, 1994 and 1993,
respectively, before the cumulative effect of a change in accounting principle.
Results for 1995 reflect a gain on the sale of an investment and the write-off
of two exploration properties. The Company sold its 10.7% interest in Southern
Peru Copper Corporation ("SPCC") for $116.4 million, resulting in a pre-tax gain
of $113.2 million, or $72 million after-tax ($0.74 per share). The write-off of
the Grassy Mountain and Ivanhoe exploration properties resulted in a pre-tax
charge of $57.1 million, or $37.1 million after-tax ($0.38 per share). In 1993,
the Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which resulted in a cumulative benefit from a
change in accounting principle of $2.7 million ($0.02 per share). Further
information about this change in accounting for income taxes can be found in
Note 6 to Item 8 -- "Financial Statements and Supplementary Data."
When excluding the gain and the write-offs in 1995, the Company earned $90
million, or $0.81 per share compared to the $0.70 per share in 1994 and $0.94
per share on a pro forma basis in 1993 assuming the transaction with NMC had
been consummated at the beginning of 1993. This resulted from the Company's
total equity production of 1,862,800 ounces and 1,671,000 ounces in 1995 and
1994, respectively, and pro forma equity production of 1,705,200 in 1993, at a
weighted average total cash cost of production per ounce for the same years of
$210, $202 and $197, respectively.
RESULTS OF OPERATIONS
The Company's consolidated sales revenue resulted from gold production
(which excludes Minera Yanacocha's equity production) which was 1,653,000
ounces, 1,555,300 ounces and 1,666,400 ounces in 1995, 1994 and 1993,
respectively. The profitability of the Company's operations is significantly
affected by the market price of gold. Gold prices can fluctuate widely and are
affected by numerous factors beyond the Company's control. The average annual
gold price per ounce received was $385, $384 and $361 in 1995, 1994 and 1993,
respectively. No production was hedged in 1995 and 1994. However, the Company
has entered into hedging transactions that begin in January 1996 and continue
through December 2000 for production from its Minahasa property, located in
Indonesia. These transactions consist of forward sales of 125,000 ounces per
year at an average price of $454 an ounce, plus 40% of the amount by which the
market price exceeds the forward sales price.
The effects of the changes in the average annual gold price received and
annual consolidated production levels on sales revenues between years are
reflected in the following table (in thousands):
<TABLE>
<CAPTION>
1995 VS. 1994 1994 VS. 1993
------------- -------------
<S> <C> <C>
Increase (decrease) in sales revenues due to:
Gold price............................................ $ 1,339 $ 35,878
Production............................................ 37,510 (40,109)
------- --------
Total............................................ $38,849 $ ( 4,231)
======= ========
</TABLE>
The Company's North American operations are located on the geological
feature known as the Carlin Trend, hereafter, referred to as the "Carlin
operations." The Company's Carlin gold production was 1,634,500 ounces,
1,555,300 ounces and 1,666,400 ounces in 1995, 1994 and 1993, respectively. The
first full year of operation of the refractory ore treatment plant, in
conjunction with high grade underground ore, were responsible for the increase
in gold production at Carlin between 1995 and 1994. Gold production during 1994
declined from 1993 due to the shutdown of three mills, the largest of which was
closed to accommodate the start-up of the refractory ore treatment plant. This
plant, which initially began operations in mid-1994, operated at reduced rates
in 1994 and 1995 due primarily to a crack in a weld of a riding ring of the
double rotator mill in August 1994 and a fire in an electrostatic precipitator
in November 1994. The plant operated at steadily increasing rates during 1995
and further increases are expected in 1996 as modifications have increased
throughput. Approximately $12 million in capital expenditures is estimated to be
incurred in 1996
22
<PAGE> 24
for modifications to the plant. This plant is expected to account for
approximately 35% of Carlin's gold production in 1996.
In 1996 and future years, Carlin's ore production will continue to shift
from open-pit oxide ore to refractory ore coming from both open-pits and
underground operations. Carlin production in 1996 is expected to be similar to
1995's and then increase in 1997 with the mining of higher grade ores from the
Post deposit.
In September 1995, Zarafshan-Newmont, a 50%-50% joint venture between a
subsidiary of the Company and two Uzbekistan governmental entities, poured its
first gold. Zarafshan-Newmont produces gold by crushing and leaching low grade
oxide ore obtained from existing stockpiles from the Muruntau mine in
Uzbekistan. Total production for 1995 was 37,000 ounces, or 18,500 ounces
attributable to the Company's interest, at total cash costs of $218 per ounce of
gold produced. Although problems have been experienced in starting up the leach
facility, the Company believes it has identified the necessary modifications for
the facility to reach designed capacity. Such modifications may require
Zarafshan-Newmont to invest up to $15 million in additional capital ($7.5
million to the Company's interest) in 1996. In 1996, production is expected to
be in excess of 300,000 ounces with 50% attributable to the Company's interest,
at lower per ounce total cash costs. In following years, somewhat higher levels
of gold production are anticipated.
Gold production will be further augmented in mid-1996 by production from
the 80% owned Minahasa project. Construction of the project commenced in the
third quarter of 1994 and is expected to cost approximately $135 million.
Production is expected to approach 100,000 ounces in 1996 with total cash costs
anticipated to be approximately $210 per ounce. The Company has an 80% interest
in this project, but since it funded 100% of the construction costs, it will be
entitled to 100% of the gold production until its investment has been recovered.
The Company also has a 38% interest in Minera Yanacocha S.A. ("Minera
Yanacocha"), a Peruvian entity, which is managed by a subsidiary of the Company.
The Company has exercised its preemptive right to increase its interest in
Minera Yanacocha to 51.35%, as discussed in Note 15 to Item 8 -- "Financial
Statements and Supplementary Data," however, this is still subject to final
determination by the Peruvian courts. Therefore, the Company has continued to
account for its 38% interest as an equity investment. In 1995, Minera Yanacocha
produced 552,000 ounces, or 209,800 equity ounces, at total cash costs of $119
per ounce. In 1994, production totalled 304,600 ounces, or 115,700 equity
ounces, at total cash costs of $135 per ounce. The increase in gold production
in 1995 was primarily attributable to a second mine coming into production in
late 1994. Minera Yanacocha commenced operations in 1993 when NMC owned 38% of
the interest, and it produced 81,500 ounces, or approximately 31,000 equity
ounces, at a total cash cost of $149 per ounce. Production is expected to
increase 10% to 15% in 1996 due to increased ore production with the addition of
a third mine and a higher ore grade, and a similar increase is expected in 1997.
Total cash costs are expected to slightly increase in 1996 and 1997.
The Company's total equity gold production is expected to increase 10% to
15% annually over the next two years.
Costs applicable to sales were $370.6 million, $326.4 million and $332.3
million in 1995, 1994 and 1993, respectively. Of the 1995 amount, $4.1 million
of the costs relate to the Company's share of costs attributable to
Zarafshan-Newmont. All other costs applicable to sales for the last three years
were attributable to the
23
<PAGE> 25
Carlin operations. The Carlin operation's costs applicable to sales on a per
ounce of gold sold basis were as follows for the last three years:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash operating costs.......................................... $189 $178 $165
Royalties..................................................... 31 25 29
Other cash costs.............................................. 3 5 4
---- ---- ----
Total cash costs......................................... 223 208 198
Other......................................................... 1 2 1
---- ---- ----
Total costs applicable to sales.......................... $224 $210 $199
==== ==== ====
</TABLE>
Cash operating costs consist principally of charges for mining ore and
waste associated with current period gold production and processing ore through
milling and leaching facilities. Total Carlin site cash operating costs
increased to $308.4 million in 1995, from $277.3 million in 1994 and $276.7
million in 1993. The increased aggregate and per ounce cash operating costs in
1995 compared to 1994 relate primarily to increased milling costs associated
with the operation of the refractory ore treatment plant and to underground
mining costs. Total cash operating costs increased slightly in 1994, compared to
1993, despite lower gold production, resulting in the increase in per ounce
costs. This cost increase resulted from higher milling and leaching costs
incurred during 1994, as the refractory ore treatment plant began operations and
as the processing plants treated ore that was mined from deeper areas of the
open-pit mines, which is more difficult to process. However, these cost
increases were substantially offset by lower mining costs which resulted from a
decrease in tons mined attributable to gold produced. Per ounce cash operating
costs for the Carlin operations are expected to increase slightly in 1996 due to
increased gold production from the refractory ore treatment plant and increased
ore from underground mining, with decreased gold production from low-cost oxide
leach operations. Per ounce cash operating costs are expected to decrease in
1997 when the production of higher grade ore from the Post deposit enters the
production stream.
In addition to the cash operating costs expensed, the Company is
capitalizing a portion of mining costs associated with tons mined from deposits
having diverse grade and waste-to-ore ratios over a mine's life. Total
capitalized mining costs were $57.4 million, $33.2 million and $23.6 million in
1995, 1994 and 1993, respectively. The most significant costs relate to the Post
deposit. This deposit is being mined under the 1992 joint mining agreement
between the Company and Barrick Goldstrike Mines, Inc. ("Barrick"). Under the
agreement, Barrick, which has a separate and distinct interest in the same ore
body, mines the deposit and charges the Company on a basis that will result in
both companies ultimately bearing the same cost per contained ounce of gold
mined. Since a significant portion of the Company's contained ounces in this
deep deposit are not expected to be mined for at least another year, such mining
costs are being capitalized and will be matched against the revenue from the
ounces when they are produced. These capitalized costs increased in 1995 due to
elevated mining rates for this deposit. Also in 1995, the Company capitalized
costs for other deposits on the Carlin Trend and in Indonesia that have diverse
grade and waste-to-ore ratios. Such capitalized mining costs are expected to
increase in 1996 over the 1995 amount.
Royalty costs, which depend largely on the amount of royalty ore processed,
were $51.6 million, $38.7 million, and $47.6 million in 1995, 1994 and 1993,
respectively. Royalty costs are expected to decrease in 1996 due to processing
less royalty burdened ore.
On a consolidated basis, the Company's costs applicable to sales per ounce
should remain fairly constant in 1996 with expected lower cost production from
Zarafshan-Newmont and Minahasa offsetting higher cost Carlin production.
DD&A was $106.8 million, $91.1 million and $107.2 million in 1995, 1994 and
1993, respectively. The increase in 1995 over 1994 is primarily due to new
facilities and equipment at the Carlin operations, including the refractory ore
treatment plant. The decrease in 1994 compared to 1993 is primarily due to lower
depreciation attributable to three Carlin mills which were shut down in 1994.
With increased assets placed in
24
<PAGE> 26
service at the Carlin operations, a full year of Zarafshan-Newmont operations
and the startup of Minahasa operations, DD&A is expected to increase in 1996.
Exploration and research expenses were $57.3 million and $69.2 million in
1995 and 1994, respectively. The decrease in exploration and research expenses
in 1995 compared to the 1994 amount was due to the Company's planned decrease in
exploration spending and increased focus on resource development, for which
costs are capitalized. Exploration expenses of $10.1 million in 1993 reflect
only the Company's exploration efforts on the Carlin Trend as all other
exploration was performed by NMC in that year. NMC's consolidated exploration
expense in 1993 was $52.7 million. The Company intends to replace and increase
its reserve base primarily through exploration. At December 31, 1995, the
Company's proven and probable gold reserves were 28.8 million equity ounces,
compared to 26.1 million equity ounces at December 31, 1994. Exploration and
research expenses in 1996 are expected to remain at the 1995 level.
During the first quarter of 1995, studies on the Company's 80% owned Batu
Hijau project in Indonesia confirmed that this large porphyry copper/gold
deposit could be economically developed. Therefore, beginning in 1995,
development costs were capitalized. Cash expenditures totaled $27.7 million for
the year. In 1994, the Company incurred $16.8 million of exploration and
research expenses for this project and $7.2 million were incurred in 1993 by
NMC. Capital costs for this project are expected to be approximately $1.5
billion, and the Company has studies underway to review how best to maximize its
shareholder value from the project. Investment options for this project include
the possibility of a joint venture partner.
General and administrative expense ("G&A") was $46 million in 1995,
compared to $41.9 million in 1994. The increase is primarily related to higher
staff levels attributable to the increased international focus of the Company's
operations. The Company provides extensive management oversight and technical
expertise to its overseas operations. The increase in G&A from 1993's $11.3
million reflects the transaction with NMC previously discussed. A nominal
increase in G&A expense is expected in 1996 over 1995.
As a result of the transaction with NMC previously mentioned, the Company
assumed NMC's indebtedness effective January 1, 1994. The Company had no debt
outstanding in 1993. Interest expense before capitalized interest was $48
million and $29.5 million in 1995 and 1994, respectively. The increase in 1995
is associated with higher debt balances, primarily due to the sale-leaseback
financing of the refractory ore treatment plant which was completed in September
1994. Only a slight increase in interest expense over the 1995 amount is
expected in 1996 as debt balances should remain fairly constant. Of the interest
expense amounts, $11.6 million and $19.7 million were capitalized in 1995 and
1994, respectively. The higher amount of capitalized interest in 1994 compared
to 1995 is the result of major construction projects at the Carlin operations,
primarily the refractory ore treatment plant. Capitalized interest in 1995
consists of interest capitalized in respect to the Zarafshan-Newmont, Minahasa
and Batu Hijau projects and continued construction at the Carlin operations.
Capitalized interest is expected to decrease in 1996, compared to the 1995
amount, due to the completion of the Zarafshan-Newmont project in 1995 and the
Minahasa project by mid-1996.
Other expense totalled $61.5 million, $42.7 million and $4.0 million in
1995, 1994 and 1993, respectively. Included in the 1995 amount is the write-off
of two exploration properties. In 1995, an evaluation of the Ivanhoe exploration
property in Nevada was completed and determined that most of the mineralization
was low grade and did not meet the Company's criteria for development. A charge
of $23.3 million was taken for the write-off and estimated costs to reclaim
areas disturbed by previous mining and exploration activity on the property.
At December 31, 1994, the Company concluded that the geological model being
used for the Grassy Mountain property in Oregon was inadequate to support mine
development, resulting in 996,000 ounces of proven and probable reserves being
reclassified as mineralized material not in reserves. After completion of a
thorough evaluation of the deposit in 1995, the Company concluded that the
deposit did not meet its criteria for development and a charge of $33.8 million
was taken for the write-off.
Other expense also reflects charges of $3 million and $36.1 million in 1995
and 1994, respectively, related to environmental obligations associated with
former mining activities discussed in Note 15 to Item 8 --
25
<PAGE> 27
"Financial Statements and Supplementary Data." Included in the 1994 amount is a
valuation allowance of $20 million that was made against receivables from
insurance companies for recoveries related to such environmental obligations.
The Company recorded the valuation allowance after discussions with its new lead
counsel regarding its review of the litigation with the insurance companies and
due to the absence of expected settlement discussions. After recording the
valuation allowance there remained a net receivable balance from insurance
companies of approximately $17 million at December 31, 1994. Settlement in
certain of the insurance litigation was reached in 1995 enabling the Company to
realize the receivable. Settlement discussions continue with respect to
additional insurance litigation. The Company intends to vigorously pursue its
claims with respect to the remaining litigation and believes that it is
reasonably possible that additional amounts will be recovered although no such
amounts are accrued.
Since the actual cash payments for the environmental obligations associated
with the Company's former mining activities are expected to occur over a number
of years, such cash requirements are not expected to have a significant negative
impact on the Company's liquidity. The Company made payments of $20 million and
$14.5 million in 1995 and 1994, respectively, and NMC paid $12.6 million in
1993, with respect to these environmental obligations. The Company expects to
pay approximately $10 million of such costs in 1996. For these liabilities,
including the liabilities associated with the Ivanhoe property, $56.1 million
was accrued at December 31, 1995. Because of the uncertain nature of these
liabilities, the Company estimates that it is reasonably possible that the
ultimate liability may be as much as 50% greater or 15% lower than the amount
accrued at December 31, 1995. Absent concurrent insurance recoveries, on-going
cash expenditures will be funded out of operating cash flows and/or borrowings.
The Company continuously monitors and reviews its environmental obligations and,
although the Company believes that it has adequately accrued for such costs, as
additional facts become known additional provisions may be required.
Other expenses in 1993 include $3.5 million of costs for the transaction
with NMC discussed in Note 2 to Item 8 -- "Financial Statements and
Supplementary Data."
Dividends, interest and other income was $42.2 million, $22.3 million and
$0.3 million for 1995, 1994 and 1993, respectively. The 1995 and 1994 amounts
include $28.3 million and $9.2 million, respectively, for business interruption
insurance recorded for the problems associated with the refractory ore treatment
plant, as previously discussed. The remaining variance between 1995 and 1994 is
due primarily to variances in interest income. Interest income was higher in the
1995 period than the 1994 period due to a higher cash balance throughout 1995
than in 1994. As the Company maintained minimal cash balances prior to the
transaction with NMC, interest income was minimal in 1993.
In 1995, the Company recognized $41.2 million of taxes related to the sale
of its investment in SPCC. This charge was partially offset by a tax benefit of
$20 million related to the charges associated with the Ivanhoe and Grassy
Mountain properties. In 1994, the Company recognized an income tax benefit of
$16.2 million resulting from the resolution of certain tax issues associated
with prior years, as well as a tax benefit of $12.6 million recognized in
connection with the charge relating to environmental obligations. Tax benefits
from percentage depletion were realized in all three years. At December 31,
1995, the Company had $59.6 million of net deferred tax assets. Although it can
give no assurances, the Company estimates projected future operations and tax
planning strategies will result in the utilization of these net deferred tax
assets.
General inflation over the past three years has not had a material effect
on the Company's cost of doing business and is not expected to have a material
effect in the foreseeable future. Changes in the price received for gold will
impact the Company's revenue stream, as previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
During 1995, the Company's cash outlays included $309.3 million in capital
expenditures, $30.5 million to fund the partners' share of the costs at
Zarafshan-Newmont and $58.7 million in dividends. Of the capital expenditures,
approximately $163.1 million was spent on projects at the Carlin operations.
These Carlin costs were primarily associated with capitalized mining costs, the
refractory ore treatment plant, underground development, development exploration
and leach pad construction. In addition, $76.7 million was spent by the Company
on mine site development for the Minahasa project, $30.3 million on the
Zarafshan-Newmont
26
<PAGE> 28
project and $27.7 million on the Batu Hijau project. These expenditures were
funded by cash on hand at December 31, 1994 of $160.6 million, cash flow from
operating activities of $157.2 million and cash received on the sale of the
investment in SPCC of $116.4 million. The cash flow from operating activities
reflects taxes associated with the SPCC sale and the Ivanhoe property write-off
of $16.1 million. In addition, $13.4 million was borrowed under short-term
credit facilities and Zarafshan-Newmont obtained an additional $30 million of
project financing, $15 million of which was attributable to the Company.
Approximately $300 million is expected to be spent on capital projects in
1996. Carlin Trend expenditures of approximately $200 million will be for
capitalized mining costs, mine equipment, underground development, tailings dams
and modifications relating to the refractory ore treatment plant. Capital funds
of approximately $20 million, $15 million and $40 million will also be required
for the Batu Hijau, Zarafshan-Newmont and Minahasa projects, respectively.
In January 1996, NMC issued 4.65 million shares of common stock for $51.87
per share under an existing shelf registration statement with the Securities and
Exchange Commission. Proceeds of the issue netted $241.3 million and were used
to purchase an equal number of shares of common stock of NGC. This transaction
increased NMC's ownership of NGC to 90.5%.
Cash on hand at December 31, 1995 of $59.1 million, proceeds of $241.3
million from NMC's equity offering, operating cash flow, and short-term
borrowings will be used to fund the Company's capital expenditures and other
cash requirements in 1996. In June 1994, NGC filed a shelf registration
statement with the Securities and Exchange Commission covering the issuance of
up to $150 million in non-convertible debt securities. The Company also has a
$400 million unused revolving credit facility with a consortium of banks. There
are no present plans to issue any such securities or use the revolving credit
facility.
Scheduled minimum long-term debt repayments are $4.4 million in 1996. The
Company expects to fund maturities of its debt through operating cash flow
and/or by refinancing the debt as it becomes due.
In December 1995, NMC called for redemption all of its 2.875 million shares
of convertible preferred stock. At the option of the shareholders, substantially
all of the convertible preferred stock was converted prior to the redemption
date into shares of common stock, at a conversion price of $36.395 per share of
common stock (equivalent to a conversion rate of 2.7476 shares of common stock
for each whole share of convertible preferred stock). In connection with the
transaction, NGC called for redemption its shares of convertible preferred
stock, all of which were owned by NMC. NMC converted shares of the NGC
convertible preferred stock in an amount equal to the conversion of NMC
convertible preferred stock by the holders thereof, increasing its ownership in
NGC to 90.1%. Costs associated with the transaction totalled $4.4 million.
As discussed in Note 15 to Item 8 -- "Financial Statements and
Supplementary Data," the Company exercised its preemptive right to acquire an
additional interest in Minera Yanacocha, subject to a final determination by the
Peruvian courts. If successful, the Company intends to fund this purchase with
available cash or borrowings under credit facilities.
Of the Company's $309.3 million in capital expenditures in 1995, it is
estimated that approximately $18 million was required to comply with
environmental regulations. The Company estimates that approximately $20 million
will be spent for capital expenditures to comply with environmental regulations
annually beginning in 1996. The ongoing costs to comply with environmental
regulations are not a significant portion of the Company's cash operating costs.
The Company provides for future reclamation and mine closure costs on a
unit-of-production basis. The annual accrual for costs associated with current
operations has not been significant. The Company reviews the adequacy of its
reclamation and closure reserves in light of current laws and regulations and
makes provisions as necessary. In addition, periodic internal environmental
audits are conducted to evaluate environmental compliance. Cash flow from the
Company's operations and salvage values are expected to provide funding for
reclamation and closure costs. The Company believes that its current operations
are in compliance with applicable laws and regulations designed to protect the
public health and environment.
27
<PAGE> 29
Current and non-current inventories (non-current inventories are included
in other assets) increased from December 31, 1994 to December 31, 1995 by $43.1
and $20.1 million, respectively. These increases were primarily due to a $43.2
million increase in ore and in-process inventories at Carlin, principally the
result of the stockpiling of mill and leach refractory ore primarily for
processing at the refractory ore treatment plant and the bio-leach facility. The
remainder of the increases are primarily related to Zarafshan-Newmont with the
commencement of operations and with the Company acquiring ore stockpiles from
its partners in 1995 to allow them to fund their capital contributions to the
venture.
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company
adopted this standard for the 1995 fiscal year with no impact on the Company's
financial position or results of operations. Also in 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation." The Company intends to adopt
this standard for the 1996 fiscal year by continuing to account for such
compensation under the Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" and disclosing the pro forma effect on net income
and earnings per share had the new accounting standard been applied.
28
<PAGE> 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Newmont Gold Company:
We have audited the accompanying consolidated balance sheets of Newmont
Gold Company (a Delaware corporation) and subsidiaries as of December 31, 1995
and 1994, and the related statements of consolidated income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Newmont Gold Company and
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
As discussed in Note 6 to the consolidated financial statements, effective
January 1, 1993, the Company changed its method of accounting for income taxes.
ARTHUR ANDERSEN LLP
Denver, Colorado,
January 23, 1996.
29
<PAGE> 31
NEWMONT GOLD COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Sales and other income
Sales.................................................... $636,219 $597,370 $601,601
Dividends, interest and other............................ 42,157 22,316 333
Gain on disposition of investment........................ 113,188 -- --
Interest from parent....................................... -- -- 5,326
-------- -------- --------
791,564 619,686 607,260
-------- -------- --------
Costs and expenses
Costs applicable to sales................................ 370,617 326,385 332,270
Depreciation, depletion and amortization................. 106,835 91,115 107,169
Exploration and research................................. 57,291 69,151 10,061
General and administrative............................... 45,953 41,892 11,272
Interest, net of amounts capitalized..................... 36,415 9,823 --
Other.................................................... 61,484 42,655 3,980
-------- -------- --------
678,595 581,021 464,752
-------- -------- --------
Equity in income of affiliated companies................... 28,895 15,395 --
-------- -------- --------
Pre-tax income before cumulative effect of change in
accounting principle..................................... 141,864 54,060 142,508
Income tax (provision) benefit............................. (16,992) 29,334 (29,392)
-------- -------- --------
Income before cumulative effect of change in
accounting principle..................................... 124,872 83,394 113,116
Cumulative effect of change in accounting principle........ -- -- 2,665
-------- -------- --------
Net income................................................. 124,872 83,394 115,781
Preferred stock dividends.................................. 11,157 15,813 --
-------- -------- --------
Net income applicable to common shares..................... $113,715 $ 67,581 $115,781
======== ======== ========
Income per common share:
Before cumulative effect of change in accounting
principle............................................. $ 1.17 $ 0.70 $ 1.08
Cumulative effect of change in accounting principle...... -- -- 0.02
-------- -------- --------
Net income............................................... $ 1.17 $ 0.70 $ 1.10
======== ======== ========
Average shares outstanding............................... 97,375 96,472 104,875
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
30
<PAGE> 32
NEWMONT GOLD COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents........................................... $ 59,142 $ 160,637
Short-term investments.............................................. 11,820 13,438
Accounts receivable................................................. 24,458 37,597
Inventories......................................................... 173,984 130,931
Other current assets................................................ 20,128 27,531
---------- ----------
Current assets.................................................... 289,532 370,134
Property, plant and mine development, net........................... 1,255,278 1,119,286
Other long-term assets.............................................. 228,960 167,237
---------- ----------
Total assets.............................................. $1,773,770 $1,656,657
========== ==========
LIABILITIES
Short-term debt..................................................... $ 29,179 $ 15,739
Current portion of long-term debt................................... 4,375 --
Accounts payable.................................................... 38,570 32,723
Other accrued liabilities........................................... 122,312 104,753
---------- ----------
Current liabilities............................................... 194,436 153,215
Long-term debt...................................................... 604,259 593,634
Reclamation and remediation liabilities............................. 64,795 66,760
Other long-term liabilities......................................... 85,352 90,097
---------- ----------
Total liabilities......................................... 948,842 903,706
---------- ----------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock -- $5.00 par value; 5,000 shares authorized;
2,875 shares issued in 1994 of $5.50 convertible
(aggregate liquidation preference $287,500)....................... -- 14,375
Common stock -- $0.01 par value; 250,000 shares authorized;
104,875 shares issued............................................. 1,049 1,049
Capital in excess of par value...................................... 160,081 212,898
Retained earnings................................................... 666,161 598,755
Treasury stock, at cost; 268 and 8,414 shares, respectively......... (2,363) (74,126)
---------- ----------
Total stockholders' equity................................ 824,928 752,951
---------- ----------
Total liabilities and stockholders' equity................ $1,773,770 $1,656,657
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
31
<PAGE> 33
NEWMONT GOLD COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CHANGES
IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CAPITAL TREASURY STOCK
PREFERRED STOCK COMMON STOCK IN AT COST
------------------ ----------------- EXCESS OF RETAINED ------------------
SHARES AMOUNT SHARES AMOUNT PAR VALUE EARNINGS SHARES AMOUNT
------ -------- ------- ------ --------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992........ -- $ -- 104,875 $1,049 $203,226 $606,172 -- $ --
Net income........................ -- -- -- -- -- 115,781 -- --
Common stock dividend -- $0.05 per
share........................... -- -- -- -- -- (5,244) -- --
Other............................. -- -- -- -- 3,034 -- -- --
------ -------- ------- ------ -------- -------- ------ --------
Balance at December 31, 1993........ -- -- 104,875 1,049 206,260 716,709 -- --
Transaction with parent
(Note 2)........................ 2,875 14,375 -- -- -- (140,944) 8,650 (76,206)
Common stock issued from treasury
for stock options exercised..... -- -- -- -- 6,638 -- (236) 2,080
Net income........................ -- -- -- -- -- 83,394 -- --
Common stock dividends --
$0.48 per share................. -- -- -- -- -- (46,225) -- --
Preferred stock dividends --
$5.50 per share................. -- -- -- -- -- (15,813) -- --
Other............................. -- -- -- -- -- 1,634 -- --
------ -------- ------- ------ -------- -------- ------ --------
Balance at December 31, 1994........ 2,875 14,375 104,875 1,049 212,898 598,755 8,414 (74,126)
Common stock issued from treasury
primarily for stock options
exercised....................... 6,949 -- (247) 2,173
Preferred stock redemption and
conversion, net of costs........ (2,875) (14,375) -- -- (59,766 ) -- (7,899) 69,590
Net income........................ 124,872
Common stock dividends --
$0.48 per share................. -- -- -- -- -- (46,808) -- --
Preferred stock dividends --
$3.88 per share................. -- -- -- -- -- (11,157) -- --
Other............................. -- -- -- -- -- 499 -- --
------ -------- ------- ------ -------- -------- ------ --------
Balance at December 31, 1995........ -- $ -- 104,875 $1,049 $160,081 $666,161 268 $ (2,363)
====== ======== ======= ====== ======== ======== ====== ========
</TABLE>
The accompanying notes are an integral part of these statements.
32
<PAGE> 34
NEWMONT GOLD COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Operating activities
Net income............................................ $ 124,872 $ 83,394 $ 115,781
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization........... 106,835 91,115 107,169
Undistributed earnings of affiliates............... (3,603) (14,553) --
Deferred taxes..................................... (16,300) (28,052) (16,068)
Gain on sale of investment......................... (113,188) -- --
Write-off of exploration properties................ 52,591 -- --
Other.............................................. 1,128 (1,950) 354
--------- --------- ---------
152,335 129,954 207,236
(Increase) decrease in operating assets:
Accounts receivable.............................. 13,815 9,970 (1,542)
Inventories...................................... (55,669) (13,336) (42,832)
Other assets..................................... 8,816 1,609 (6,129)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses............ 43,552 24,868 (7,617)
Other liabilities................................ (5,683) (3,378) 8,391
--------- --------- ---------
Net cash provided by operating activities............... 157,166 149,687 157,507
--------- --------- ---------
Investing activities
Additions to property, plant and mine
development...................................... (309,269) (402,030) (200,340)
Proceeds from sale of investment................... 116,357 -- --
Net cash acquired from parent...................... -- 69,361 --
Repayments from parent............................. -- -- 38,477
Investment in joint venture........................ (30,543) (14,675) --
Other.............................................. (8,345) 16,503 6,404
--------- --------- ---------
Net cash used in investing activities................... (231,800) (330,841) (155,459)
--------- --------- ---------
Financing activities
Short-term borrowings................................. 13,440 -- --
Proceeds from long-term borrowings.................... 15,000 528,634 --
Repayments of long-term borrowings.................... -- (127,000) --
Proceeds from issuance of common stock................ 8,034 8,718 --
Dividends paid on common stock........................ (46,808) (46,225) (5,244)
Dividends paid on preferred stock..................... (11,860) (15,110) --
Preferred stock redemption and conversion costs....... (4,442) -- --
Debt issuance costs (225) (6,641) --
Other................................................. -- (974) 3,034
--------- --------- ---------
Net cash provided by (used in) financing activities..... (26,861) 341,402 (2,210)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents.... (101,495) 160,248 (162)
Cash and cash equivalents at beginning of year.......... 160,637 389 551
--------- --------- ---------
Cash and cash equivalents at end of year................ $ 59,142 $ 160,637 $ 389
========= ========= =========
</TABLE>
See Note 14 for supplemental cash flow information.
The accompanying notes are an integral part of these statements.
33
<PAGE> 35
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Newmont Gold
Company ("NGC") and its more-than-50% owned subsidiaries (collectively, the
"Company"). The Company also includes its pro-rata share of assets, liabilities
and operations for joint ventures in which it has an interest. All significant
intercompany balances and transactions have been eliminated. At December 31,
1995, Newmont Mining Corporation ("NMC") owned approximately 90% of the Company.
The functional currency for all subsidiaries is the U.S. dollar.
NATURE OF OPERATIONS
The Company is a worldwide company engaged in gold production, exploration
for gold and acquisition of gold properties. Substantially all of the Company's
consolidated sales and operating profit in 1995, 1994 and 1993 related to its
gold mining activities in the U.S. Although most of the Company's consolidated
identifiable assets relate to domestic activities, 22% of its net identifiable
assets as of December 31, 1995 were related to foreign activities, with no
single foreign operating entity representing more than 10%. A property in
Uzbekistan commenced production in 1995 and the Company has an equity interest
in a property in Peru that went into production in 1993. The Company carries
political risk insurance on its investments in both countries. A property in
Indonesia is expected to begin production in 1996. The Company also conducts
exploration for gold deposits worldwide.
Gold mining requires the use of specialized facilities and technology. The
Company relies heavily on such facilities to maintain production levels. Also,
the profitability of the Company's current operations is significantly affected
by the market price of gold. Market gold prices can fluctuate widely and are
affected by numerous factors beyond the Company's control.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of all cash balances and highly liquid
investments with an original maturity of three months or less. Because of the
short maturity of these investments, the carrying amounts approximate their fair
value. Excess cash balances are primarily invested in U.S. Treasury bills, with
lesser amounts invested in high-quality commercial paper and time deposits.
INVESTMENTS
Short-term investments are carried at cost, which approximates market, and
include Eurodollar government and corporate obligations rated AA or higher. At
December 31, 1995 and 1994, $7.9 million and $6.9 million, respectively, of such
investments secured letters of credit.
Investments in companies in which the Company's ownership is 20% to 50% are
accounted for by the equity method of accounting. Included in other long-term
assets is the Company's 38% equity investment in Minera Yanacocha S.A.
Summarized financial information of Minera Yanacocha S.A. is as follows (in
thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------- ------- ------
<S> <C> <C> <C>
Sales..................................................... $ 212.5 $ 116.6 $ 30.4
Gross profit.............................................. $ 130.1 $ 67.6 $ 15.9
Income before cumulative effect of a change in accounting
principle............................................... $ 80.8 $ 41.2 $ 3.8
Net income................................................ $ 80.8 $ 41.2 $ 6.3
</TABLE>
34
<PAGE> 36
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------
1995 1994
------ ------
<S> <C> <C>
Current assets..................................................... $ 71.7 $ 53.7
Noncurrent assets.................................................. 88.1 69.2
------ ------
Total assets............................................. $159.8 $122.9
====== ======
Current liabilities................................................ $ 50.0 $ 22.3
Noncurrent liabilities............................................. 48.3 58.9
------ ------
Total liabilities........................................ $ 98.3 $ 81.2
====== ======
</TABLE>
Investments in companies owned less than 20% are recorded at the lower of
cost or net realizable value. Income from such investments is recorded when
dividends are paid.
INVENTORIES
Ore and in-process inventories and materials and supplies are stated at the
lower of average cost or net realizable value. Precious metals are stated at
market value.
Non-current inventories are stated at the lower of average cost or net
realizable value and represent ore-in-stockpiles from which no material is
expected to be processed for more than one year after the balance sheet date.
PROPERTY, PLANT AND MINE DEVELOPMENT
Expenditures for new facilities or expenditures which extend the useful
lives of existing facilities are capitalized and depreciated using the
straight-line method at rates sufficient to depreciate such costs over the
estimated productive lives of such facilities. Productive lives of such
facilities range from 2 to 21 years.
Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed, the costs
incurred to develop such property, including costs to further delineate the ore
body and remove overburden to initially expose the ore body, are capitalized.
Such costs, and estimated future development costs, are amortized using a
unit-of-production method over the estimated life of the ore body. On-going
development expenditures to maintain production are generally charged to
operations as incurred.
Significant payments related to the acquisition of exploration interests
are capitalized. If a mineable ore body is discovered, such costs are amortized
using a unit-of-production method. If no mineable ore body is discovered, such
costs are expensed in the period in which it is determined the property has no
future economic value.
Interest expense allocable to the cost of developing mining properties and
to constructing new facilities is capitalized until operations commence.
Gains or losses from normal sales or retirements of assets are included in
other income or expense.
In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company
adopted this standard for the 1995 fiscal year with no impact on the Company's
financial position or results of operations.
REVENUE RECOGNITION
Gold sales are recognized when dore bars are produced.
35
<PAGE> 37
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MINING COSTS
In general, mining costs are charged to operations as incurred. However,
certain of the Company's deposits have diverse grade and waste-to-ore ratios
over the mine's life. Mining costs for these deposits, to the extent they do not
relate to current gold production, are capitalized and then charged to
operations when the applicable gold is produced.
RECLAMATION AND MINE CLOSURE COSTS
Estimated future reclamation and mine closure costs are based principally
on legal and regulatory requirements. Such costs are accrued and charged over
the expected operating lives of the Company's mines using a unit-of-production
method.
INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under
the liability method of SFAS 109, the Company recognizes certain temporary
differences between the financial reporting basis of the Company's liabilities
and assets and the related income tax basis for such liabilities and assets.
This generates a net deferred income tax liability or net deferred income tax
asset for the Company as of the end of the year, as measured by the statutory
tax rates in effect as enacted. The Company derives its deferred income tax
charge or benefit by recording the change in the net deferred income tax
liability or net deferred income tax asset balance for the year.
The Company's deferred income tax assets include certain future tax
benefits such as net operating losses or tax credit carryforwards. The Company
must record a valuation allowance against any portion of those deferred income
tax assets which it believes it will more likely than not fail to realize.
GOLD HEDGING ACTIVITIES
The Company may enter into gold loans, options contracts and forward sales
contracts to hedge the effect of price changes on the gold it produces. Gains
and losses realized on such instruments, as well as any cost or revenue
associated therewith, are recognized in sales when the related gold production
is delivered.
EARNINGS PER COMMON SHARE
For 1993, net income per share was computed by dividing net income by the
weighted average number of common shares assumed to be outstanding during the
period. There were no common share equivalents for this period.
As a result of the issuance of stock options arising from the transaction
with NMC discussed in Note 2, for periods after December 31, 1993, the treasury
stock method is used in computing earnings per common and common equivalent
share. Earnings per common and common equivalent share are based on the sum of
the weighted average number of common shares outstanding during each period and
the assumed exercise of stock options having exercise prices less than the
average market prices of the common stock. The convertible preferred shares
outstanding until conversion, as discussed in Note 9, were not common stock
equivalents as they were anti-dilutive.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the
36
<PAGE> 38
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
financial statements, as well as the reported amounts of revenues and expenses
during the reporting period. Actual amounts could differ from those estimates.
RECLASSIFICATIONS
Certain amounts in prior years have been reclassified to conform to the
1995 presentation.
(2) ACQUISITION OF NMC'S OPERATIONS
Effective January 1, 1994, NGC acquired all of the operations of NMC. The
transaction included the following: (a) the transfer by NMC to NGC of 8,649,899
shares of the 94,500,000 shares of common stock of NGC then held by NMC; (b) the
transfer by NMC of all of its other assets to NGC; (c) the assumption by NGC of
all the liabilities (contingent or otherwise) of NMC (including NGC's $159.6
million of advances to NMC as of December 31, 1993), but not NMC's obligations
with respect to its then $5.50 convertible preferred stock (the "NMC preferred
stock") (except for accrued and unpaid dividends as of December 31, 1993) and
its employee stock options exercisable for NMC's common stock; (d) the issuance
by NGC to NMC of 2,875,000 shares of $5.50 convertible preferred stock with a
par value of $5.00 per share, and having terms identical to the NMC preferred
stock (except that upon conversion, NMC was entitled to receive shares of NGC's
common stock instead of NMC's common stock); and (e) the issuance by NGC to NMC
of stock options exercisable for shares of NGC's common stock having terms
identical to NMC's employee stock options (except upon exercise, NGC's common
stock is issued instead of NMC's common stock).
NGC accounted for the transaction as a transfer of assets and liabilities
between entities under common control. As a result, the transferred assets and
liabilities were recorded by NGC at NMC's historical cost with the difference
charged to retained earnings. The 8,649,899 shares of common stock of NGC
transferred by NMC to NGC were recorded as treasury stock at the book value of
those shares on December 31, 1993. NGC's convertible preferred stock was
recorded at its par value.
The terms of the transaction intended that the preferred stock and stock
options issued by NGC to NMC be exercised to the extent NMC preferred stock and
outstanding NMC stock options are exercised and NGC grants to NMC additional
stock options to the extent additional stock options are granted by NMC. As a
result of the transaction and giving effect to subsequent conversion of
preferred stock, stock option exercises by NMC and additional stock option
grants by NGC, NMC's only assets at December 31, 1995 are (i) 94,211,009 shares
of common stock of NGC which approximates 90.1% of the NGC's common stock
outstanding and (ii) stock options to purchase 2,350,587 shares of NGC.
The following pro forma condensed consolidated income statement for 1993
gives effect to the transaction as if it had occurred January 1, 1993. This
statement includes the historical amounts for the Company, adjusted to reflect
the historical amounts of NMC excluding its interest in the Company and the
elimination of intercompany interest amounts. This pro forma financial statement
is presented for illustrative purposes only, and is not necessarily indicative
of the Company's future operating results or financial condition.
37
<PAGE> 39
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
------------------------------------------------
PRO FORMA
ADJUSTMENTS
-------------------
HISTORICAL (A) (B),(C) PRO FORMA
---------- -------- ------- ---------
<S> <C> <C> <C> <C>
Sales and other income
Sales........................................... $601,601 $ 27,208 $628,809
Interest from parent............................ 5,326 $(5,326)(B) --
Dividends, interest and other................... 333 19,643 19,976
Gain on disposition of investment............... -- 29,607 29,607
-------- -------- ------- --------
607,260 76,458 (5,326) 678,392
-------- -------- ------- --------
Costs and expenses
Costs applicable to sales....................... 332,270 1,271 333,541
Depreciation, depletion and amortization........ 107,169 2,831 110,000
Exploration..................................... 10,061 42,633 52,694
General and administrative...................... 11,272 24,577 35,849
Third party interest, net of amounts
capitalized.................................. -- 12,393 12,393
Related party interest.......................... -- 5,326 (5,326)(B) --
Other........................................... 3,980 10,250 14,230
-------- -------- ------- --------
464,752 99,281 (5,326) 558,707
-------- -------- ------- --------
Equity in income of affiliated companies.......... -- 5,001 5,001
-------- -------- ------- --------
Income (loss) before income taxes................. 142,508 (17,822) 124,686
Income tax benefit (provision).................... (29,392) 10,827 (18,565)
-------- -------- ------- --------
Income (loss) from continuing operations.......... 113,116 (6,995) 106,121
Preferred stock dividends......................... -- 15,910 15,910
-------- -------- ------- --------
Income (loss) from continuing operations
applicable to common shares..................... $113,116 $(22,905) $ -- $ 90,211
======== ======== ======= ========
Income per share from continuing operations....... $ 1.08 $ 0.94
======== ========
Weighted average shares outstanding............... 104,875 (8,474)(C) 96,401
======== ======= ========
</TABLE>
- ---------------
(A) Reflects the combined operations of NMC excluding its interest in the
Company, before the cumulative effect of a change in accounting principle.
(B) Eliminates intercompany interest between the Company and NMC.
(C) Reflects the 8,650 shares of the NGC's common stock transferred to NGC by
NMC, adjusted for 176 common stock equivalent shares resulting from the
options exercisable for NGC's common stock.
38
<PAGE> 40
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(3) INVENTORIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------
1995 1994
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Current:
Ore and in-process inventories............................. $ 101,684 $ 62,196
Precious metals............................................ 29,691 34,536
Materials and supplies..................................... 40,651 31,533
Other...................................................... 1,958 2,666
--------- ---------
$ 173,984 $ 130,931
========= =========
Non-current:
Ore-in-stockpiles (included in other assets)............... $ 53,167 $ 33,051
========= =========
</TABLE>
(4) PROPERTY, PLANT AND MINE DEVELOPMENT
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------
1995 1994
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Land and mining claims...................................... $ 56,846 $ 70,884
Buildings and equipment..................................... 1,387,586 1,212,738
Mine development............................................ 247,196 231,468
Construction-in-progress.................................... 137,436 145,608
---------- ----------
1,829,064 1,660,698
Accumulated depreciation, depletion and amortization........ (695,501) (603,350)
Capitalized mining costs.................................... 121,715 61,938
---------- ----------
$1,255,278 $1,119,286
========== ==========
</TABLE>
(5) OTHER ACCRUED LIABILITIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------
1995 1994
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Interest..................................................... $ 33,696 $ 5,119
Plant and equipment.......................................... 17,926 35,511
Payroll and related benefits................................. 18,443 17,099
Reclamation and remediation.................................. 10,000 15,900
Other........................................................ 42,247 31,124
-------- --------
$122,312 $104,753
======== ========
</TABLE>
(6) INCOME TAXES
SFAS 109 requires that, effective January 1, 1993, the Company account for
income taxes under the liability method rather than the deferred method required
previously under Accounting Principles Board Opinion No. 11. The cumulative
effect of this change in accounting for income taxes increased the Company's
1993 earnings $2.7 million, or $0.02 per share, attributable to fiscal years
prior to 1993.
39
<PAGE> 41
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Worldwide components of the Company's deferred income tax liabilities and
assets are as follows (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
Deferred tax liabilities:
Accelerated tax depreciation................................. $(52,381) $(45,165)
Capitalized interest......................................... (8,158) (9,892)
Mine development costs....................................... (3,644) (8,444)
Depletion of the cost of land and mining claims.............. (2,872) (3,589)
Other........................................................ (923) (722)
-------- --------
Deferred tax liabilities.................................. (67,978) (67,812)
-------- --------
Deferred tax assets:
Investments in subsidiaries and affiliates not consolidated
for tax purposes.......................................... 49,846 47,603
Exploration costs............................................ 37,155 19,956
Alternative minimum tax credit carryforward.................. 9,031 19,616
Reclamation costs............................................ 13,789 11,353
Retiree benefit costs........................................ 9,933 8,857
Deferred gain on interest rate hedges........................ 3,240 3,798
Relocation/reorganization costs.............................. 2,610 3,407
Capitalized inventory costs.................................. 10,622 3,270
Other........................................................ 1,152 2,147
-------- --------
Deferred tax assets....................................... 137,378 120,007
-------- --------
Valuation allowance for deferred tax assets.................... (9,800) (8,857)
-------- --------
Net deferred tax assets........................................ $ 59,600 $ 43,338
======== ========
</TABLE>
Based upon estimates of future operations and tax planning strategies, the
Company, more likely than not, will utilize $127.6 million of the $137.4 million
of deferred income tax assets at December 31, 1995. This estimate reflects a
valuation allowance of $9.8 million, which is an increase of $0.9 million from
December 31, 1994's valuation allowance.
The Company, however, gives no assurance that it will generate sufficient
taxable income to fully realize the $127.6 million of deferred income tax assets
at December 31, 1995. The Company's future levels of taxable income will depend,
in part, upon gold prices, general economic conditions and other factors beyond
the Company's control.
The Company's pre-tax financial statement income (loss) before the
cumulative effect of a change in accounting principle consists of (in
thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Domestic........................................... $136,387 $ 68,880 $142,508
Foreign............................................ 5,477 (14,820) --
-------- -------- --------
$141,864 $ 54,060 $142,508
======== ======== ========
</TABLE>
40
<PAGE> 42
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company's provision (benefit) for income taxes before the cumulative
effect of a change in accounting principle consists of (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Current:
Domestic......................................... $ 30,815 $ 3,660 $ 41,495
Foreign.......................................... 2,477 586 --
-------- -------- --------
33,292 4,246 41,495
-------- -------- --------
Deferred:
Domestic......................................... (16,300) (33,580) (13,482)
Foreign.......................................... -- -- --
Adjustment in net deferred tax liabilities for
change in tax rates........................... -- -- 1,379
-------- -------- --------
(16,300) (33,580) (12,103)
-------- -------- --------
$ 16,992 $(29,334) $ 29,392
======== ======== ========
</TABLE>
The Revenue Reconciliation Act of 1993 raised the U.S. federal corporate
income tax rate from 34% to 35%, retroactive to January 1, 1993. The Company's
resulting provisions (benefits) for income taxes before the cumulative effect of
a change in accounting principle differ from the amounts computed by applying
the U.S. corporate income tax statutory rate for the following reasons (in
thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
U.S. corporate income tax at statutory rate........ $ 49,652 $ 18,921 $ 49,878
Percentage depletion............................... (26,999) (27,437) (22,118)
Resolution of tax issues associated with prior
years............................................ -- (16,250) --
Foreign tax credits................................ (8,658) (4,421) --
Foreign losses..................................... 1,715 -- --
State taxes........................................ 1,300 500 --
Undistributed loss of subsidiary................... -- -- --
Non-taxable portion of dividends received from
domestic corporations............................ (700) (564) --
Other.............................................. 682 (83) 1,632
-------- -------- --------
$ 16,992 $(29,334) $ 29,392
======== ======== ========
</TABLE>
The Company's other long-term liabilities included $24.5 million and $23.7
million of income taxes payable at December 31, 1995 and 1994, respectively.
41
<PAGE> 43
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(7) DEBT
LONG-TERM DEBT
Long-term debt consists of (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
Sale-leaseback of refractory ore treatment plant............... $349,134 $349,134
8 5/8% notes................................................... 150,000 150,000
Medium-term notes.............................................. 42,000 42,000
Project financing.............................................. 67,500 52,500
-------- --------
608,634 593,634
Current maturities............................................. (4,375) --
-------- --------
$604,259 $593,634
======== ========
</TABLE>
Scheduled minimum long-term debt repayments are $4.4 million in 1996, $30.5
million in 1997, $33.2 million in 1998, $23.1 million in 1999 and $8.4 million
in 2000. Actual payments may be greater due to actual operating cash flows
realized. The Company is in compliance with all covenants associated with its
debt.
Sale-Leaseback of the Refractory Ore Treatment Plant
In September 1994, the Company entered into a sale and leaseback agreement
for its refractory ore treatment plant located in Carlin, Nevada for $349.1
million. The transaction has been accounted for as debt for financial statement
purposes, with the cost of the refractory ore treatment plant recognized as an
asset and depreciated. The lease is for 21 years and the aggregate future
minimum lease payments, which include interest, as of December 31, 1995 and 1994
were $667.9 million. These payments begin in January 1996 and are $29.7 million
annually through 2000. Principal payments are included in these amounts
beginning in 1998. The lease has purchase options during and at the end of the
lease at predetermined prices. The interest rate on this sale-leaseback
transaction is 6.36%. Because of the uniqueness of this transaction, the Company
determined that it is not practicable to estimate the fair value of this debt.
In connection with this transaction, the Company entered into certain
interest rate contracts to hedge the interest cost of the financing. These
contracts were settled for a gain of $11 million which is being recognized as a
reduction of interest expense over the term of the lease. As a result of this
gain, the effective interest rate on this sale and leaseback transaction is
6.15%.
8 5/8% Notes
Unsecured notes with a principal amount of $150 million due April 1, 2002
bearing an annual interest rate of 8 5/8% were outstanding at December 31, 1995
and 1994. Interest is payable semi-annually in April and October and the notes
are not redeemable prior to maturity. Using interest rates prevailing on similar
instruments at December 31, 1995 and 1994, this debt was estimated to have a
fair value of $169.5 million and $151.5 million, respectively.
Medium-Term Notes
Notes totalling $42 million, with a weighted average interest rate of 7.7%,
maturing on various dates ranging from mid-1999 to late 2004, were outstanding
as of December 31, 1995 and 1994. Interest is payable semi-annually in March and
September and the notes are not redeemable prior to maturity. Using the interest
42
<PAGE> 44
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
rates prevailing on similar instruments at December 31, 1995 and 1994, this debt
was estimated to have a fair value of $44.9 million and $40.4 million,
respectively.
Project Financing Facility
The Company, through a wholly-owned subsidiary, is a 50% participant in
Zarafshan-Newmont Joint Venture in the Republic of Uzbekistan. The other 50%
participants are two entities of the Uzbekistan government.
Zarafshan-Newmont obtained a $105 million project financing loan from a
consortium of banks in 1994 and an additional $30 million in 1995. The loan is
payable out of the proceeds of the project, beginning July 1996, in semi-annual
installments over three years. The average interest rate on the loan is
approximately 2.3 percentage points over the three-month London Interbank
Offered Rate prior to October 1996 and approximately 3.9 percentage points over
the three-month London Interbank Offered Rate after that date. The carrying
amount of the loan is assumed to approximate its fair value. The weighted
average interest rates for 1995 and 1994 were 8.4% and 6.9%, respectively, and
the interest rates at December 31, 1995 and 1994 were 8.2% and 7.8%,
respectively.
The Company has guaranteed one-half of the payment of any amounts due under
such loan until the requirements of project completion tests have been
satisfied, at which time the loan will become non-recourse debt. Such completion
tests must be satisfied no later than October 1997. The Company has obtained
political risk insurance coverage for its investment and its loan guarantee.
Unissued Non-Convertible Debt Securities
In June 1994, the Company filed a shelf registration statement with the
Securities and Exchange Commission covering the issuance of up to $150 million
in non-convertible debt securities. At December 31, 1995 and December 31, 1994,
no securities related to this filing had been issued.
Revolving Credit Facility
The Company has a $400 million revolving credit facility with a consortium
of banks that expires in April 1998. No amounts were outstanding under the
facility as of December 31, 1995 and 1994. Interest rates are variable and
adjust subject to changes in the Company's long-term debt ratings and to usage
of the facility in terms of borrowings as a percentage of commitments.
Currently, the Company's interest rate is the lenders' base rate plus 0.25%. The
Company has the option to fix the rate for up to six months. There is an annual
facility fee which will also adjust subject to the Company's debt ratings. This
fee is currently 0.15% of the lenders' total commitment.
The credit agreement contains covenants that limit consolidated
indebtedness, as defined, to 67% of total capitalization; require minimum net
worth, as defined, of $275 million and $250 million in 1995 and 1994,
respectively, which then increases $25 million annually through 1997; and
require an interest coverage ratio, as defined, of not less than 2.5 to 1.
Short-Term Debt
All short-term debt at December 31, 1995 and 1994 consisted of bank debt.
The Company had unsecured demand bank lines of credit aggregating $39 million
and $16 million at December 31, 1995 and 1994, respectively, of which $29.2
million and $15.7 million were outstanding at the same respective periods. These
facilities bear interest at customary short-term rates for borrowers with
similar credit ratings. The carrying value of this debt is assumed to
approximate its fair value. The weighted average interest rates for 1995 and
1994 were 8.8% and 6.5%, respectively, and the interest rates at December 31,
1995 and 1994 were 8.5%.
43
<PAGE> 45
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Capitalized Interest
Capitalized interest was $11.6 million and $19.7 million in 1995 and 1994,
respectively. No interest was capitalized in 1993.
(8) RELATED PARTY TRANSACTIONS
Prior to January 1, 1994, the date of the transaction discussed in Note 2,
the Company engaged in various transactions with NMC and its affiliates in the
ordinary course of business. Such transactions included, among other things,
advances or borrowings. During 1993, the Company was credited with interest for
advances to NMC at an average rate of 2.9%, which reflected the average rate of
earnings NMC received on its invested funds. Advances to NMC were settled in
1994, as a result of the transaction discussed in Note 2.
Also prior to January 1, 1994, the Company and NMC were parties to a
management services agreement whereby the Company agreed to provide NMC general
executive, administrative and other services. Pursuant to this agreement, the
Company charged NMC $21.8 million in 1993.
Exploration, mine development and metallurgical research costs incurred for
and charged to the Company by an affiliate of NMC prior to January 1, 1994,
amounted to $19.4 million in 1993.
(9) STOCKHOLDERS' EQUITY
PREFERRED STOCK
Effective January 1, 1994, as a result of the transaction discussed in Note
2, NGC issued to NMC 2.875 million shares of $5.00 par value convertible
preferred stock at a value of $100 per share. As discussed in Note 2, the terms
of the preferred stock mirrored the terms of the NMC preferred stock (except
that upon conversion, NMC was entitled to receive shares of NGC's common stock
instead of NMC's common stock). Through NGC's preferred stock, NGC facilitated
NMC's compliance of its continuing obligations on the NMC preferred stock.
Dividends paid by the Company to NMC for the NGC preferred stock were in turn
paid by NMC to the holders of the NMC preferred stock. The NGC annual preferred
stock dividend was $5.50 per share which was cumulative from January 1, 1994 and
was payable quarterly.
NMC called all of its 2.875 million shares of $5.00 par value convertible
preferred stock for redemption on December 14, 1995 at a redemption price of
$105.21 per share. NGC, exercising its redemption right under its preferred
stock, called all of its 2.875 million shares of $5.00 par value convertible
preferred stock for redemption on the same date and at the same price. For both
companies, each share of preferred stock was convertible at the option of the
shareholder into shares of the respective companies' common stock at a
conversion price of $36.395 per share of common stock (equivalent to a
conversion rate of 2.7476 shares of common stock for each whole share of
convertible preferred stock). Essentially all of the NMC preferred stock was
converted prior to the redemption date. As a result, NMC converted the same
number of NGC preferred shares as those of converted NMC preferred shares. This
ensured that NMC's holding of outstanding shares of NGC's common stock was equal
to the outstanding shares of NMC stock. In total, 7.9 million shares of NGC
common stock were issued to NMC.
STOCK OPTIONS
As part of the transaction with NMC discussed in Note 2, NGC issued options
to NMC to purchase shares of NGC's common stock. NGC issued options in the same
number and with the same exercise prices as all of the NMC options then
outstanding. Additional options have been and will continue to be issued by NGC
to NMC to match the terms of additional NMC options granted. NMC has exercised
and will continue to exercise the stock options issued to it by NGC if and to
the extent the corresponding NMC stock options have been or will be exercised.
44
<PAGE> 46
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Substantially all of the NMC options have been granted to participants
under NMC's 1982 Key Employees Stock Option Plan, 1987 Key Employees Stock
Option Plan and 1992 Key Employees Stock Plan (collectively, the "plans"). NMC
continues to grant NMC options to eligible participants under its 1987 Key
Employees Stock Option Plan and 1992 Key Employees Stock Plan.
Under NMC's stock option plans, options to purchase shares of NMC are
granted to key employees at the fair market value of such shares on the date of
grant. NMC options under these plans vest over a two year period and are
exercisable over a period not exceeding ten years. At December 31, 1995, 590,903
shares were available for future grants under NMC's stock option plans.
In 1994, 1993 and 1992 certain key executives were granted NMC options
that, although the exercise price is generally equal to the fair market value on
the date of grant, cannot be exercised when otherwise vested unless the market
price of NMC's common stock is a defined amount above the NMC option exercise
price. In addition, the same executives were granted NMC options in 1994, 1993
and 1992 having exercise prices in excess of the fair market value on the date
of grant. Generally, these key executive NMC options vest over a period of one
to five years and are exercisable over a ten year period. At December 31, 1995,
808,094 of these NMC options were outstanding.
The following table summarizes annual stock option activity for the two
years ended December 31, 1995:
<TABLE>
<CAPTION>
1995 1994
---------------------------- ----------------------------
NUMBER OPTION PRICE NUMBER OPTION PRICE
OF SHARES PER SHARE OF SHARES PER SHARE
--------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
Outstanding at beginning of year...... 2,177,546 $27.20 - $56.09 -- $ -- - $ --
Granted............................... 534,035 $39.94 - $44.94 2,486,117 $27.20 - $56.09
Exercised............................. (232,109) $27.50 - $40.07 (229,831) $27.20 - $38.97
Canceled.............................. (128,885) $32.36 - $45.83 (78,740) $27.17 - $45.83
--------- ---------
Outstanding at end of year............ 2,350,587 $27.20 - $56.09 2,177,546 $27.20 - $56.09
========= =========
</TABLE>
At December 31, 1995, 1,287,688 options were exercisable.
(10) EMPLOYEE BENEFIT PLANS
PENSION BENEFITS
Prior to January 1, 1994, the Company had one qualified non-contributory
defined benefit pension plan which covered substantially all hourly employees.
As a result of the transaction with NMC discussed in Note 2, the Company has two
qualified non-contributory defined benefit pension plans, one which covers
salaried employees and the other which covers substantially all hourly
employees. In addition, as a result of the transaction with NMC discussed in
Note 2, the Company has a non-qualified supplemental pension plan for salaried
employees whose benefits under the qualified plan are limited by federal
legislation. The vesting period is five years of service for each plan. The
plans' benefit formulas are based on an employee's years of credited service and
either such employee's last five years average pay (salaried plan) or a flat
dollar amount (hourly plan).
Pension costs are determined annually by independent actuaries and pension
contributions to the qualified plans are made based on funding standards
established under the Employee Retirement Income Security Act of 1974 ("ERISA").
The Company maintains a trust for the purpose of funding the supplemental
pension plan as well as death benefits for officers of the Company. This trust
is funded at the discretion of the Company and had a balance, which approximated
market value, of $2 million and $1.9 million at December 31, 1995 and 1994,
respectively. Although the trust's assets can be used to pay benefits for the
supplemental pension plan, they cannot be used in determining the net pension
liability for the supplemental pension plan. The qualified plans' assets consist
of stocks, bonds and cash.
45
<PAGE> 47
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The components of pension expense for these three plans, in the aggregate,
consist of (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1995 1994 1993
------- ------- -----
<S> <C> <C> <C>
Service cost............................................ $ 2,651 $ 3,070 $ 589
Interest cost on projected benefit obligation........... 4,755 4,633 323
Return on assets........................................ (5,938) (5,370) (340)
Net amortization and deferral........................... 176 211 6
------- ------- -----
Pension expense......................................... $ 1,644 $ 2,544 $ 578
======= ======= =====
</TABLE>
The following tables set forth the funded status of the Company's pension
plans and the amounts recognized in the Company's consolidated balance sheets at
December 31, 1995 and 1994, respectively (in thousands):
<TABLE>
<CAPTION>
AT DECEMBER 31, 1995
-----------------------------------
SALARY HOURLY
PENSION PENSION SUPPLEMENTAL
PLAN PLAN PENSION PLAN
-------- ------- ------------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation --
Vested benefits................................. $(56,420) $(6,637) $ (430)
Non-vested benefits (2,102) (1,381) (20)
-------- ------- -------
(58,522) (8,018) (450)
Effect of future salary increases.................. (7,631) -- (43)
-------- ------- -------
Projected benefit obligation......................... (66,153) (8,018) (493)
Plan assets at fair value............................ 68,331 6,918 --
-------- ------- -------
Plan assets greater (less) than projected benefit
obligation......................................... 2,178 (1,100) (493)
Unrecognized prior service cost...................... (548) 130 567
Unrecognized net loss................................ 2,752 871 3,549
Unrecognized net transition (asset) liability........ (2,215) (72) 2,327
Adjustment required to recognize minimum liability... -- -- (6,400)
-------- ------- -------
Net pension asset (liability)........................ $ 2,167 $ (171) $ (450)
======== ======= =======
</TABLE>
46
<PAGE> 48
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AT DECEMBER 31, 1994
-----------------------------------
SALARY HOURLY
PENSION PENSION SUPPLEMENTAL
PLAN PLAN PENSION PLAN
-------- ------- ------------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation --
Vested benefits................................. $(46,831) $(4,094) $ (945)
Non-vested benefits............................. (1,650) (1,167) (26)
-------- ------- -------
(48,481) (5,261) (971)
Effect of future salary increases............... (3,399) -- (10)
-------- ------- -------
Projected benefit obligation......................... (51,880) (5,261) (981)
Plan assets at fair value............................ 60,221 5,044 --
-------- ------- -------
Plan assets greater (less) than projected benefit
obligation......................................... 8,341 (217) (981)
Unrecognized prior service cost...................... (590) 141 610
Unrecognized net (gain) loss......................... (2,558) (419) 4,285
Unrecognized net transition (asset) liability........ (2,680) (78) 2,715
Adjustment required to recognize minimum liability -- -- (7,600)
-------- ------- -------
Net pension asset (liability)........................ $ 2,513 $ (573) $ (971)
======== ======= =======
</TABLE>
In accordance with the provisions of Statement of Financial Accounting
Standards No. 87, an adjustment was required to reflect a minimum liability for
the supplemental pension plan in 1995 and 1994. Such adjustment resulted in
recording an intangible asset and, to the extent the minimum liability
adjustment exceeded the unrecognized net transition liability, a reduction of
$2.3 million and $2.8 million in stockholders' equity, which is net of related
deferred income tax benefits, for 1995 and 1994, respectively.
In measuring the projected benefit obligation for the plans, the following
actuarial assumptions were used:
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------
1995 1994
---- ----
<S> <C> <C>
Weighted average discount rate........................................ 7.0% 8.5%
Rate of increase in future compensation (applicable only to salaried
plans).............................................................. 4.0% 4.0%
</TABLE>
The weighted average expected long-term rate of return on plan assets was
assumed to be 9% for 1995 and 8.25% for 1994 and 1993.
RETIREE BENEFITS OTHER THAN PENSIONS
The Company provides defined medical benefits to qualified retirees who
were salaried employees and to their eligible dependents, and it provides
defined life insurance benefits to qualified retirees who were salaried
employees. In general, participants become eligible for these benefits upon
retirement directly from the Company if they are at least 55 years old and the
combination of their age and years of service with the Company equals 75 or
more.
The defined medical benefits cover most of the reasonable and customary
charges for hospital, surgical, diagnostic and physician services and
prescription drugs. Life insurance benefits are based on a percentage of final
base annual salary and decline over time after retirement commences.
The Company accounts for these postretirement benefits other than pensions
under Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other Than
47
<PAGE> 49
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pensions" ("SFAS 106"). The statement requires that postretirement benefits
other than pensions be accrued during an employee's service to the Company.
The components of expense for postretirement benefits other than pensions
for 1995, 1994 and 1993 are shown in the table below (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Service cost............................................. $1,570 $1,846 $1,279
Interest cost............................................ 1,904 1,642 705
Amortization of net gain................................. (80) -- --
------ ------ ------
Expense for postretirement benefits other than
pensions............................................... $3,394 $3,488 $1,984
====== ====== ======
</TABLE>
The Company charged NMC $0.2 million in 1993 for NMC's share of these costs
in accordance with the provisions of the then effective management services
agreement.
The following table sets forth the components of the liability for the
Company's plans for postretirement benefits other than pensions recognized in
its balance sheet (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------------
1995 1994
------- -------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation
("APBO"):
Retirees and eligible dependents............................ $12,510 $10,296
Other fully eligible plan participants...................... 1,974 1,556
Other active plan participants.............................. 13,076 9,659
------- -------
Total APBO............................................. 27,560 21,511
Unrecognized net gain....................................... 820 4,072
------- -------
Accrued liability for postretirement benefits other than
pensions....................................................... $28,380 $25,583
======= =======
</TABLE>
At December 31, 1995 and 1994, $2.6 million and $3 million of assets,
respectively, with market values of approximately the same amounts, were
designated in a trust to pay postretirement benefits other than pensions. Since
these assets could be used to pay other employee benefits, they cannot be used
for the postretirement benefit calculations. The Company has no formal policy
for funding postretirement benefit obligations.
Weighted average discount rates of 7% and 8.5% were used in calculating the
APBO at December 31, 1995 and 1994, respectively. The assumed health care cost
trend rates to measure the expected cost of benefits at December 31, 1995 start
at a 9% annual increase for coverage before the age of 65 and an 8% annual
increase for coverage after the age of 64. These rates were assumed to decrease
one percentage point each year until a 5% annual rate of increase was reached,
at which point a 5% annual rate of increase was assumed thereafter. The assumed
health care cost trend rates to measure the expected cost of benefits at
December 31, 1994 start at a 10% annual increase for coverage before the age of
65 and a 9% annual increase for coverage after the age of 64. These rates were
assumed to decrease one percentage point each year until a 6% annual rate of
increase was reached, at which point a 6% annual rate of increase was assumed
thereafter. The effect of a one percentage point annual increase in the assumed
cost trend rates would increase the aggregate of service and interest costs by
approximately 23% in 1995 and the APBO at December 31, 1995 by approximately
19%. The effect of a one percentage point annual increase in the assumed cost
trend rates would increase the aggregate of service and interest costs in 1994
and the APBO at December 31, 1994 by approximately 22%.
48
<PAGE> 50
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SAVINGS PLAN
The Company has two qualified defined contribution savings plans, one which
covers salaried employees and the other which covers substantially all hourly
employees. In addition, the Company has a non-qualified supplemental savings
plan for salaried employees whose benefits under the qualified plan are limited
by federal regulations.
Upon the employee meeting eligibility requirements, the Company matches
100% of employee contributions of up to 6% and 4% of base salary for the
salaried and hourly plans, respectively.
The Company's matching contributions to such plans were $3.7 million, $3.3
million and $2.0 million in 1995, 1994 and 1993, respectively.
(11) OTHER EXPENSES
In 1995, an evaluation of the Ivanhoe exploration property in Nevada was
completed and determined that most of the mineralization was low grade and, did
not meet the Company's criteria for development. A charge of $23.3 million was
taken for the write-off and estimated costs to reclaim areas disturbed by
previous mining and exploration activity on the property.
At December 31, 1994, the Company concluded that the geological model being
used for the Grassy Mountain property in Oregon was inadequate to support mine
development, resulting in 996,000 ounces of proven and probable reserves being
reclassified as mineralized material not in reserves. After completion of a
thorough evaluation of the deposit in 1995, the Company concluded that the
deposit did not meet its criteria for development and a charge of $33.8 million
was taken for the write-off.
The Company is involved in several matters concerning environmental
obligations primarily associated with former mining activities, as discussed in
Note 15. Included in other expenses for the years ended December 31, 1995 and
1994 are provisions of $3 million and $36.1 million, respectively, related to
these matters.
In December 1993, NMC announced that effective January 1, 1994, NGC would
acquire all of NMC's non-NGC assets and liabilities. See Note 2 for additional
information about this transaction. Costs related to the transaction of $0.6
million and $3.5 million were expensed in 1994 and 1993, respectively. Also
during 1994, the Company incurred $4.1 million of costs associated with
defeating a referendum placed on an Oregon ballot which would have effectively
prevented open pit mining.
(12) GAIN ON SALE OF INVESTMENTS
In May 1995, the Company sold its 10.7% interest in Southern Peru Copper
Corporation for $116.4 million, which resulted in a gain of $113.2 million.
(13) MAJOR CUSTOMERS AND EXPORT SALES
The Company is not economically dependent on a limited number of customers
for the sale of its product because gold commodity markets are well-established
worldwide. During 1995, four customers accounted for $109 million, $85.7
million, $82.2 million and $73.1 million of total sales, each of which
represented more than 10% of total sales and together accounted for 55% of the
annual sales. In 1994, sales to three such major customers accounted for $125.2
million, $99.6 million and $88.5 million, or 52% of total sales. In 1993, sales
to three such major customers accounted for $104.9 million, $97.3 million and
$78.3 million, or 47% of total sales.
Export sales were $636.2 million, $497.2 million and $269.1 million in
1995, 1994 and 1993, respectively.
49
<PAGE> 51
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(14) SUPPLEMENTAL CASH FLOW INFORMATION
Net cash provided by operating activities includes the following cash
payments (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Income taxes, net of refunds.......................... $ 18,992 $ 21,375 $ 42,511
Interest, net of amounts capitalized.................. $ 12,197 $ 6,975 $ --
</TABLE>
Excluded from the statements of consolidated cash flows are the effects of
certain non-cash transactions. In 1995, as discussed in Note 9, NGC called for
redemption all of its 2.875 million shares of convertible preferred stock.
Substantially all of the convertible preferred stock was converted into common
stock of NGC. This transaction resulted in a non-cash decrease to preferred
stock offset by a non-cash decrease to treasury stock and a non-cash increase to
capital in excess of par value.
The following reflects the non-cash adjustments made to the Company's
balance sheet effective as of January 1, 1994 for the transaction with NMC
discussed in Note 2 (in thousands):
<TABLE>
<S> <C>
Assets
Cash and cash equivalents.............................................. $ 69,361
Short-term investments................................................. 18,709
Advances to parent..................................................... (159,573)
Inventories............................................................ 3,355
Other current assets................................................... 2,311
---------
Current assets...................................................... (65,837)
Property, plant and mine development, net.............................. 99,070
Other long-term assets................................................. 131,307
---------
Total assets........................................................ $ 164,540
=========
Liabilities
Short-term debt........................................................ $ 15,739
Accounts payable....................................................... 2,876
Accrued income taxes................................................... 2,143
Other accrued liabilities.............................................. 29,019
---------
Current liabilities................................................. 49,777
Long-term debt......................................................... 192,000
Reclamation liabilities................................................ 55,952
Other long-term liabilities............................................ 69,586
---------
Total liabilities................................................... 367,315
---------
Stockholders' Equity
Preferred stock........................................................ 14,375
Retained earnings...................................................... (140,944)
Treasury stock......................................................... (76,206)
---------
Total stockholders' equity.......................................... (202,775)
---------
Total liabilities and stockholders' equity.......................... $ 164,540
=========
</TABLE>
Also in 1994, the Company recognized an income tax benefit of $16.2 million
resulting from the resolution of certain tax issues associated with prior years.
50
<PAGE> 52
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(15) COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL OBLIGATIONS
The Company's mining and exploration activities are subject to various
federal and state 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 so as
to protect the public health and environment and believes its operations are in
compliance with all applicable laws and regulations. The Company has made, and
expects to make in the future, expenditures to comply with such laws and
regulations. The Company cannot predict such future expenditures.
The Company is involved in several matters concerning environmental
obligations primarily associated with former mining activities of its
subsidiaries. Based upon the Company's best estimate of its liability for these
matters, $55.8 million and $65.7 million were accrued for such liabilities at
December 31, 1995 and 1994, respectively. Depending upon the ultimate resolution
of the matters related to former mining activities, the Company believes that it
is reasonably possible that the liability for these matters could be as much as
50% greater or 15% lower than the amount accrued at December 31, 1995. In
addition, $19 million and $16.9 million were accrued at December 31, 1995 and
1994, respectively, for reclamation costs relating to currently producing
mineral properties. These amounts are included in other current liabilities and
reclamation liabilities. The $55.8 million at December 31, 1995 includes charges
of $4.5 million taken in 1995 related to the Ivanhoe exploration property
discussed in Note 11.
A discussion of the environmental obligations and related insurance
receivables associated with former mining activities as of December 31, 1995
follows.
Idarado Mining Company ("Idarado") -- 80.1% Owned
In July 1992, NMC and Idarado signed a consent decree with the State of
Colorado which was agreed to by the U.S. District Court of Colorado to settle a
lawsuit brought by the State of Colorado under the Comprehensive Environmental
Response, Compensation and Liability Act, ("CERCLA"), generally referred to as
the "Superfund Act." Idarado settled natural resources damages and past and
future response costs and provided habitat enhancement work. In addition,
Idarado agreed in the consent decree to undertake specified remediation work
related to its former mining activities in the Telluride/Ouray area of Colorado.
Approximately 80% of the work has been completed. The Company's best estimate of
the remaining cost of this work is included in the accrued liability for
environmental matters, as previously discussed. If the remediation work does not
meet certain measurement criteria specified in the consent decree, the State of
Colorado and the court reserve the right to require Idarado to perform other
remediation work. Idarado and the Company obtained a $16.3 million letter of
credit to secure their obligations under terms of the consent decree.
Resurrection Mining Company ("Resurrection") -- 100% Owned
In 1983, the State of Colorado filed a lawsuit under the Superfund Act
which involves a joint venture mining operation near Leadville, Colorado in
which Resurrection is a joint venturer. This action was subsequently
consolidated with a lawsuit filed by the U.S. Environmental Protection Agency
("EPA") in 1986. The EPA is taking the lead role on cleanup issues. The
proceedings sought to compel the defendants to remediate the impacts of
pre-existing mining activities which the government agencies claim are causing
substantial environmental problems in the area. The mining operations of the
joint venture are operated by ASARCO Incorporated, the other joint venturer. The
lawsuits have named NMC, Resurrection, the joint venture and ASARCO as
defendants in the proceedings. The EPA is also proceeding against other
companies with interests in the area.
The EPA divided the remedial work into two phases. Phase I addresses the
Yak Tunnel, a drainage and access tunnel owned by the joint venture. Phase II
addresses the remainder of the site.
51
<PAGE> 53
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1988 and 1989, the EPA issued administrative orders with respect to
Phase I work for the Yak Tunnel. The joint venture, ASARCO, Resurrection and NMC
have collectively implemented those orders by constructing a water treatment
plant which was placed in operation in early 1992. The joint venture is in
negotiations regarding remaining remedial work for Phase I, which primarily
consists of monitoring and environmental maintenance activities.
The parties have entered into a consent decree with respect to Phase II
which apportions liabilities and responsibilities for the site among the various
parties. The EPA has approved remedial actions for selected components of
Resurrection's portion of the site, which were initiated in the third quarter of
1995. However, the determination of the final remedy for the site has not been
completed by the EPA. Accordingly, the Company cannot yet determine the full
extent or cost of its share of the remedial action which will be required under
Phase II. The government agencies may also seek to recover for damages to
natural resources.
Although the ultimate amount of the Company's share of such costs for Phase
I and Phase II cannot be presently determined, the Company's best estimate of
its potential exposure for these costs is included in the accrued liability for
environmental matters, as previously discussed.
Dawn Mining Company ("Dawn") -- 51% Owned
Dawn leased a currently inactive open-pit uranium mine on the Spokane
Indian Reservation in the State of Washington. The mine 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 EPA. Dawn also owns a nearby
uranium millsite facility.
In 1991, Dawn's lease was terminated. As a result, Dawn was required to
file a formal mine reclamation plan. Dawn does not have sufficient funds to pay
for such a reclamation plan or to pay for the closure of its mill. The Company's
best estimate for the future costs related to these matters is included in the
accrued liability for environmental matters, as previously discussed.
The Department of Interior previously notified Dawn that when the lease was
terminated, it would seek to hold Dawn and NMC (as Dawn's then 51% owner) liable
for any costs incurred as a result of Dawn's failure to comply with the lease
and applicable regulations. If asserted, the Company will vigorously contest any
such claims. The Company cannot reasonably predict the likelihood or outcome of
any future action against Dawn or the Company arising from this matter.
Dawn has received a license for a mill closure plan which could potentially
generate the necessary funds to reclaim the mine and the mill. The license,
however, is currently being challenged by third parties.
Insurance Receivables
Included in accounts receivable at December 31, 1994 was a net $16.7
million from insurance companies for both a portion of the costs previously
expended and for estimated future costs associated with environmental
obligations covered by insurance policies associated with former mining
activities.
Prior to 1993, three of the insurance companies commenced actions against
NMC seeking judgments that they had no liability. In the fall of 1993, NMC
instituted a comprehensive lawsuit against its carriers.
Based on the views of prior lead counsel, the Company had believed that
significant progress in certain settlement discussions would have been achieved
by mid-summer 1994, but that expectation was not realized. The absence of such
anticipated progress in settlement discussions, as well as the Company's
discussions with new lead counsel for the insurance recovery actions regarding
its review of such actions, caused the Company in the second quarter of 1994 to
provide a $20.0 million valuation allowance on its insurance receivables
resulting in the net balance outstanding at December 31, 1994.
52
<PAGE> 54
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In the first quarter of 1995, settlement in certain of the insurance
litigation was reached enabling the Company to realize the receivable
outstanding at December 31, 1994. Settlement discussions continue with respect
to additional insurance litigation. The Company intends to vigorously pursue its
claims with respect to the remaining litigation and believes that it is
reasonably possible that additional amounts will be recovered although no such
amounts are accrued.
ADDITIONAL INTEREST IN MINERA YANACOCHA
In September 1994, an affiliate of Bureau de Recherches Geologiques et
Minieres, the geological and mining bureau of the French government ("BRGM"),
announced its intention to transfer its 24.7% interest in Minera Yanacocha S.A.
to another entity. The Company and Compania de Minas Buenaventura, S.A.
("Buenaventura"), then 38% and 32.3% owners of Minera Yanacocha, respectively,
filed suit in Peru to seek enforcement of a provision in the bylaws of Minera
Yanacocha, giving shareholders preemptive rights on the sale or transfer of any
shareholder's interest. In February 1995, an appellate court in Peru issued a
preliminary ruling in favor of the Company and Buenaventura, both of whom then
elected to exercise their preemptive rights to acquire their proportionate share
of the 24.7% interest. In accordance with the court ruling, Minera Yanacocha
cancelled the BRGM shares and issued shares representing interest in Minera
Yanacocha of 13.35% to the Company and 11.35% to Buenaventura. The Company
deposited $48.6 million, together with the additional shares, with a Peruvian
bank pending the final resolution of the case. The Company borrowed the $48.6
million from the same Peruvian bank with the right of setoff against the
deposit, and accordingly, these amounts have been netted. The final hearing is
presently scheduled to take place in April 1996. Part of the final resolution of
the case, if resolved in the Company's favor, will determine how much the
Company must pay for the additional interest, which may be more or less than the
amount deposited. The Company intends to fund the purchase of the additional
interest with its available cash or borrowings under credit facilities. As a
result of the preliminary ruling of the court and the Company's exercise of its
preemptive right, the Company currently owns 51.35% of Minera Yanacocha. The
additional interest of 13.35% will not be reflected in the financial statements
until a final determination is made by the Peruvian courts.
STATE OF NEVADA SALES TAX CLAIM
During 1995, an agency of the State of Nevada Department of Taxation filed
an assessment claiming sales taxes due relating to the sale-leaseback of the
refractory ore treatment plant. This assessment, including interest, totals
approximately $30 million. The Company filed a Petition for Redetermination and
a hearing was held by the agency that issued the assessment in October 1995. The
hearing officer reaffirmed the agency's determination. The Company intends to
appeal this determination to the State Tax Commission, which is independent from
the agency. If unsuccessful, the Company will vigorously contest the
determination to higher levels and believes that it will ultimately prevail
based upon the opinion of its counsel.
GUARANTEE OF THIRD PARTY INDEBTEDNESS
The Company guaranteed a NMC former subsidiary's $35.7 million Pollution
Control Revenue Bonds, due 2009. NMC's former subsidiary is BHP Copper Inc.,
formerly known as Magma Copper Company. It is expected that the Company will be
required to remain liable on this guarantee as long as the bonds remain
outstanding.
GOLD PRICE HEDGING CONTRACTS
In 1994, the Company entered into hedging transactions that begin in
January 1996 and continue through December 2000 for production from its Minahasa
property, located in Indonesia. These transactions consist of forward sales of
125,000 ounces of gold per year at an average price of $454 an ounce, plus 40%
of the amount by which the market price exceeds the forward sales price. No
production had been hedged in 1995 or 1994.
53
<PAGE> 55
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OTHER COMMITMENTS AND CONTINGENCIES
In December 1992, the Company finalized an agreement with Barrick
Goldstrike Mines, Inc. ("Barrick") which provides for Barrick to mine the
Company's Post deposit which extends beyond the Company's property boundaries
onto Barrick's property. The Company and Barrick share the costs so that each
ounce of gold mined bears the same mining cost. The Company is obligated to pay
Barrick for such costs as Barrick mines the deposit. In addition, the Company is
obligated to share dewatering costs which are associated with the deposit. The
Company incurred $62.5 million, $39 million and $26.6 million of such mining and
dewatering costs in 1995, 1994 and 1993, respectively, and expects to incur
approximately $100 million in 1996.
The Company has minimum royalty obligations on one of its producing mines
of 55,000 ounces of gold in 1996 and no more than 40,000 ounces of gold per year
thereafter, for the life of the mine. The amount to be paid to meet the royalty
obligations is based upon a defined average market gold price. Any amounts paid
due to the minimum royalty obligation not being met in any year are recoverable
in future years when the minimum royalty obligation is exceeded. The Company
expects the mine's gold production will meet the minimum royalty requirements.
At December 31, 1995, there were $97.7 million of outstanding letters of
credit that were primarily for bonding reclamation plans and electric supply and
reinsurance agreements. The Company has provided investment collateral for $7.9
million of these letters of credit. The remaining $89.8 million represents
unsecured letters of credit. The letters of credit reflect fair value as a
condition of their underlying purpose and are subject to fees competitively
determined in the market place.
The Company's Batu Hijau project in Indonesia is currently in the
feasibility stage. The mineral rights for the Batu Hijau project are held
pursuant to a Contract of Work between the Republic of Indonesia and an 80%
subsidiary of the Company. During the third quarter of 1995 the Company
recognized that, given the size, complexity and nature of this large porphyry
copper/gold project and the cost of developing the project, it would require
more time to complete final feasibility studies beyond the December 1, 1995 date
provided for in the Contract of Work. Accordingly, in October 1995, the Company
requested from the government of Indonesia an extension of the feasibility
studies period. In late December 1995, the Company was advised by the Indonesian
government that it needed more time to review the Company's request for an
extension and that the time period provided for feasibility studies in the
Contract of Work was suspended pending the Indonesian government's decision.
Management believes that the Indonesian government's actions will not affect the
development plans and, therefore, feasibility study activities continue on the
project.
The Company is from time to time involved in various legal proceedings of a
character normally incident to its business. It does not believe that adverse
decisions in any pending or threatened proceedings or any amounts which it may
be required to pay by reason thereof will have a material adverse effect on its
financial condition or results of operations.
(16) SUBSEQUENT EVENT
In January 1996, NMC issued 4.65 million shares of common stock for $51.87
per share under an existing shelf registration statement with the Securities and
Exchange Commission. Proceeds of the issue netted $241.3 million and were used
to purchase an equal number of shares of common stock of NGC. This transaction
increased NMC's ownership of NGC to 90.5%.
54
<PAGE> 56
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(17) UNAUDITED SUPPLEMENTARY DATA
QUARTERLY DATA
The following is a summary of selected quarterly financial information
(amounts in millions except per share amounts):
<TABLE>
<CAPTION>
1995
------------------------------------------------------------------
THREE MONTHS ENDED
--------------------------------------------------- YEAR ENDED
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
--------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales.................................. $ 134.5 $ 145.1 $ 172.3 $ 184.4 $ 636.2
Gross profit(1)........................ $ 26.6 $ 31.6 $ 52.1 $ 48.6 $ 158.8
Net income............................. $ 17.0 $ 75.5(2) $ 27.9 $ 4.6(3) $ 124.9(2,3)
Preferred stock dividends.............. $ 4.0 $ 4.0 $ 4.0 $ (0.7)(4) $ 11.2(4)
Net income applicable to common
stock................................ $ 13.0 $ 71.5(2) $ 23.9 $ 5.3(3) $ 113.7(2,3)
Net income per common share............ $ 0.14 $ 0.74(2) $ 0.25 $ 0.05(3) $ 1.17(2,3)
Weighted average shares outstanding.... 96.5 96.7 96.8 99.6(4) 97.4(4)
Dividends declared per common share.... $ 0.12 $ 0.12 $ 0.12 $ 0.12 $ 0.48
Closing price of common stock.......... $ 41.375 $ 40.25 $ 40.50 $ 43.75 $ 43.75
</TABLE>
<TABLE>
<CAPTION>
1994
------------------------------------------------------------------
THREE MONTHS ENDED
--------------------------------------------------- YEAR ENDED
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
--------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales................................. $ 149.8 $ 139.3 $ 150.1 $ 158.2 $ 597.4
Gross profit(1)....................... $ 43.9 $ 45.3 $ 42.9 $ 47.8 $ 179.9
Net income............................ $ 23.7 $ 18.9(5) $ 22.4 $ 18.2 $ 83.4
Preferred stock dividends............. $ 3.9 $ 3.9 $ 3.9 $ 3.9 $ 15.8
Net income applicable to common
stock............................... $ 19.8 $ 15.0(5) $ 18.5 $ 14.3 $ 67.6
Net income per common share........... $ 0.20 $ 0.16(5) $ 0.19 $ 0.15 $ 0.70
Weighted average shares outstanding... 96.6 96.4 96.5 96.5 96.5
Dividends declared per common share... $ 0.12 $ 0.12 $ 0.12 $ 0.12 $ 0.48
Closing price of common stock......... $ 46.875 $ 39.625 $ 43.875 $ 35.875 $ 35.875
</TABLE>
- ---------------
(1) Sales less costs applicable to sales and depreciation, depletion and
amortization.
(2) Includes an after-tax gain of $72 million, or $0.75 per share for the
quarter and $0.74 per share for the year, from the sale of the Company's
interest in Southern Peru Copper Corporation and an after-tax charge of
$15.1 million, or $0.16 per share, for the write-off of the investment and
additional reclamation provision of the Ivanhoe exploration property (see
Notes 11 and 12).
(3) Includes an after-tax charge of $22 million, or $0.22 per share, for the
quarter and $0.23 per share for the year, for the write-off of the
investment in the Grassy Mountain property (see Note 11).
(4) Substantially all of the convertible preferred stock was converted into
common stock in December 1995 (see Note 9).
(5) Includes a $17.6 million after-tax charge related to environmental
obligations associated with former mining activities and an income tax
benefit of $16.2 million resulting from the resolution of certain tax issues
associated with prior years, with a net effect charge of $0.01 per share.
RATIO OF EARNINGS TO FIXED CHARGES
As a result of the transaction with NMC discussed in Note 2, the Company's
capital structure became essentially the same as NMC's. In that the Company's
financial results had been fully consolidated into NMC's and the Company's
capital structure became essentially that of NMC's, management believes that
NMC's historical consolidated ratio of earnings to fixed charges for the three
years ended December 31, 1993 is more relevant than the Company's. They
represent essentially what the Company's ratios would have been
55
<PAGE> 57
NEWMONT GOLD COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
had it acquired NMC's assets and assumed its liabilities at the beginning of
1991. From 1991 to 1993, the Company had no significant fixed charges.
The ratio of earnings to fixed charges for the Company was 3.6 and 1.7 for
the years ended December 31, 1995 and 1994, respectively. The ratio of earnings
to fixed charges for NMC was 6.3, 6.5 and 10.3 for the years ended December 31,
1993, 1992 and 1991, respectively. The Company guarantees certain third party
debt which had total interest obligations of $1.4 million, $1 million, $0.8
million, $3.3 million and $4 million for the years ended December 31, 1995,
1994, 1993, 1992 and 1991, respectively. The Company and NMC have not been
required to pay any of these amounts, nor does the Company expect to have to pay
any amounts; therefore, such amounts have not been included in the ratio of
earnings to fixed charges.
56
<PAGE> 58
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with Arthur Andersen LLP, NGC's
independent public accountants, regarding any matter of accounting principles or
practices or financial statement disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning NGC's directors will be contained in NGC's
definitive Proxy Statement to be filed pursuant to Regulation 14A promulgated
under the Securities Exchange Act of 1934 for the 1996 annual meeting of
stockholders and is incorporated herein by reference. Information concerning
NGC's executive officers is set forth under Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this item will be contained in NGC's definitive
Proxy Statement to be filed pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934 for the 1996 annual meeting of stockholders and
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning this item will be contained in NGC's definitive
Proxy Statement to be filed pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934 for the 1996 annual meeting of stockholders and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning this item will be contained in NGC's definitive
Proxy Statement to be filed pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934 for the 1996 annual meeting of stockholders and
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
<TABLE>
<CAPTION>
10-K
PAGE
-----
<S> <C>
Report of Independent Public Accountants............................ 29
Statements of Consolidated Income................................... 30
Consolidated Balance Sheets......................................... 31
Statements of Consolidated Changes in Stockholders' Equity.......... 32
Statements of Consolidated Cash Flows............................... 33
Notes to Consolidated Financial Statements.......................... 34
Consolidated Financial Statements of Minera Yanacocha S.A........... MY-1
2. Financial Statement Schedules
</TABLE>
All schedules have been omitted since they are either not required,
are not applicable, or the required information is shown in the financial
statements or related notes.
57
<PAGE> 59
3. Exhibits
<TABLE>
<S> <C>
3(a). Restated Certificate of Incorporation dated May 2, 1986. Incorporated by reference
to Exhibit 3 to registrant's Registration Statement on Form S-1, Amendment No. 2
(No. 33-5565).
3(b). Certificate of Amendment of Certificate of Incorporation dated April 15, 1987.
Incorporated by reference to Exhibit 3(b) to registrant's Registration Statement on
Form S-1, Amendment No. 1 (33-12686).
3(c). Certificate of Amendment of Certificate of Incorporation dated March 18, 1994.
Incorporated by reference to Exhibit 3(c) to registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.
3(d). Certificate of Correction of Certificate of Amendment dated June 22, 1994 to insert
page 4 of the Certificate of Amendment filed with the Secretary of State of Delaware
on March 21, 1994.
3(d). By-Laws as amended through May 8, 1986. Incorporated by reference to Exhibit 3 to
registrant's Registration Statement on Form S-1, Amendment No. 2 (No. 33-5565).
4(a). Pass Through Trust Agreement dated as of July 15, 1994 between registrant and The
First National Bank of Chicago relating to the Pass Through Certificates, Series
1994-A1. (The front cover of this Exhibit indicates the material differences between
such Exhibit and the substantially similar (except for price-related information)
Pass-Through Agreement between registrant and The First National Bank of Chicago
relating to the Pass-Through Certificates, Series 1994-A2.) Incorporated by
reference to Exhibit 4.1 to registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994.
4(b). Lease dated as of September 30, 1994 between registrant and Shawmut Bank
Connecticut, National Association relating to Trust No. 1 and a 75% undivided
interest in registrant's refractory gold ore treatment facility. (The front cover of
this Exhibit indicates the material differences between such Exhibit and a
substantially similar agreement (except for price-related information) entered into
on the same date relating to the remaining 25% undivided interest in the facility.)
Incorporated by reference to Exhibit 4.2 to registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
4(c). Trust Indenture and Security Agreement dated as of July 15, 1994 between Shawmut
Bank Connecticut, National Association and The First National Bank of Chicago
relating to Trust No. 1 and a 75% undivided interest in registrant's refractory gold
ore treatment facility. (The front cover of this Exhibit indicates the material
differences between such Exhibit and a substantially similar agreement (except for
price-related information) entered into on the same date relating to the remaining
25% undivided interest in the facility.) Incorporated by reference to Exhibit 4.3 to
registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.
4(d). In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments defining
the rights of holders of long-term debt of the Company are not being filed herewith
because the total of securities authorized under each such instrument does not
exceed 10% of the total assets of registrant. Registrant hereby agrees to furnish a
copy of any such instrument to the Commission upon request.
10(a). Directors' Stock Award Plan. Incorporated by reference to Exhibit 10(a) to
registrant's Annual Report on Form 10-K for the year ended December 31, 1994.
10(b). Tax Sharing Agreement dated as of January 1, 1994 between registrant and NMC.
Incorporated by reference to Exhibit 10(b) to registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
10(c). Letter Agreement dated December 15, 1993, between registrant and NMC. Incorporated
by reference to Exhibit A to registrant's Proxy Statement dated February 16, 1994.
10(d). Agreement dated October 15, 1993, effective November 1, 1993, among registrant, NMC
and Ronald C. Cambre. Incorporated by reference to Exhibit 10 to registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.
</TABLE>
58
<PAGE> 60
<TABLE>
<S> <C>
10(e). Letter Agreement dated May 6, 1993 between registrant and Wayne W. Murdy.
Incorporated by reference to Exhibit 10 to registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993.
10(f). Annual Incentive Compensation Plan (amended and restated as of January 1, 1995).
11. Statement re Computation of Per Share Earnings.
12. Statement re Computation of Ratio of Earnings to Fixed Charges.
23. Consent of Independent Public Accountants.
24. Power of Attorney.
27. Financial Data Schedules.
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the quarter ended
December 31, 1995.
59
<PAGE> 61
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Minera Yanacocha S. A.:
We have audited the accompanying balance sheets of Minera Yanacocha S. A.
(a Peruvian Corporation, the "Company") as of December 31, 1995 and 1994, and
the related statements of income, changes in shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in Peru which are substantially equivalent to those applied in the
United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the Company's management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Minera Yanacocha S. A. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995 in conformity
with generally accepted accounting principles followed in the United States of
America.
Countersigned by:
/s/ Marco Antonio Zaldivar
Marco Antonio Zaldivar
C.P.C. Register No. 12477
Lima, Peru
January 23, 1996.
MY-1
<PAGE> 62
MINERA YANACOCHA S. A.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............................................ $ 29,721 $ 22,306
Restricted funds..................................................... 8,647 2,500
Trade accounts receivable............................................ 15,699 8,571
Inventories.......................................................... 13,084 15,647
Prepaid taxes and expenses........................................... 4,553 4,657
-------- --------
Total current assets.............................................. 71,704 53,681
Property, plant, equipment and mine development, net................... 85,844 66,325
Other assets........................................................... 2,270 2,851
-------- --------
Total assets................................................. $159,818 $122,857
======== ========
LIABILITIES
Current Liabilities
Taxes and profit sharing payable..................................... $ 25,170 $ 11,263
Trade accounts payable............................................... 6,544 2,726
Other accrued liabilities............................................ 5,120 4,548
Current portion of long-term debt.................................... 13,142 3,781
-------- --------
Total current liabilities......................................... 49,976 22,318
Long-term debt......................................................... 38,799 51,534
Deferred income tax liability.......................................... 7,660 6,539
Reclamation liability.................................................. 1,876 772
-------- --------
Total liabilities................................................. 98,311 81,163
-------- --------
SHAREHOLDERS' EQUITY
Capital stock -- S/1.00 par value; 4,600,104 shares authorized and
issued............................................................... 2,116 2,116
Additional paid-in capital............................................. 226 226
Legal reserve.......................................................... 470 470
Retained earnings...................................................... 58,695 38,882
-------- --------
Total shareholders' equity........................................ 61,507 41,694
-------- --------
Total liabilities and shareholders' equity................... $159,818 $122,857
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
MY-2
<PAGE> 63
MINERA YANACOCHA S. A.
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
Sales and other income
Sales..................................................... $212,520 $116,607 $30,357
Interest and other........................................ 2,426 663 132
-------- -------- --------
214,946 117,270 30,489
-------- -------- --------
Cost and expenses
Costs applicable to sales................................. (66,679) (42,195) (12,127)
Exploration costs......................................... (11,391) (4,051) (6,276)
Depreciation and amortization............................. (15,725) (6,820) (2,302)
Interest, net of amounts capitalized and other............ (5,705) (5,024) (4,217)
-------- -------- --------
(99,500) (58,090) (24,922)
-------- -------- --------
Pretax income before cumulative effect of change in
accounting principle...................................... 115,446 59,180 5,567
Income tax.................................................. (34,633) (17,949) (1,723)
-------- -------- --------
Income before cumulative effect of a change in
accounting principle...................................... 80,813 41,231 3,844
Cumulative effect of a change in accounting principle....... -- -- 2,425
-------- -------- --------
Net income.................................................. $ 80,813 $ 41,231 $ 6,269
======== ======== ========
Income per common share
Before cumulative effect of a change in accounting
principle.............................................. $ 17.57 $ 8.96 $ 0.84
Cumulative effect of a change in accounting principle..... -- -- 0.52
-------- -------- --------
Net income per common share............................... $ 17.57 $ 8.96 $ 1.36
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
MY-3
<PAGE> 64
MINERA YANACOCHA S. A.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
NUMBER ADDITIONAL RETAINED TOTAL
OF COMMON CAPITAL PAID-IN EARNINGS SHAREHOLDERS' LEGAL
SHARES STOCK CAPITAL (DEFICIT) EQUITY RESERVE
--------- ------- ---------- -------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992......... 10,100 $ 10 $ -- $ -- $(8,148) $ (8,138)
Common stock issued................ 4,590,004 2,106 226 -- -- 2,332
Net income......................... -- -- -- -- 6,269 6,269
--------- ------ ---- ---- ------- --------
Balance at December 31, 1993......... 4,600,104 2,116 226 -- (1,879) 463
Net income......................... -- -- -- -- 41,231 41,231
Appropriation of legal reserve..... -- -- -- 470 (470) --
--------- ------ ---- ---- ------- --------
Balance at December 31, 1994......... 4,600,104 2,116 226 470 38,882 41,694
Net income......................... -- -- -- -- 80,813 80,813
Cash dividends..................... -- -- -- -- (61,000) (61,000)
--------- ------ ---- ---- ------- --------
Balance at December 31, 1995......... 4,600,104 $2,116 $226 $470 $58,695 $ 61,507
========= ====== ==== ==== ======= ========
</TABLE>
The accompanying notes are an integral part of these statements.
MY-4
<PAGE> 65
MINERA YANACOCHA S. A.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................................... $ 80,813 $ 41,231 $ 6,269
Adjustments to reconcile net income to net cash provided
by operating activities:
Deferred income tax................................... 1,121 7,242 (702)
Depreciation and amortization......................... 15,725 6,820 2,302
Other................................................. 431 -- --
-------- -------- --------
98,090 55,293 7,869
(Increase) decrease in operating assets:
Trade accounts receivable............................. (7,128) (3,174) (5,397)
Inventories........................................... 2,563 (11,229) (4,418)
Prepaid taxes and expenses and other assets........... 685 (380) (7,598)
Increase (decrease) in operating liabilities:
Accounts payable and accrued liabilities.............. 18,297 12,669 3,341
Reclamation liability................................. 1,104 609 163
-------- -------- --------
Net cash provided by (used in) operating activities...... 113,611 53,788 (6,040)
-------- -------- --------
INVESTING ACTIVITIES
Additions to property, plant, equipment and mine
development........................................... (35,244) (40,973) (27,761)
-------- -------- --------
Net cash used in investing activities.................... (35,244) (40,973) (27,761)
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from long-term borrowings....................... -- 24,079 31,235
Repayments of long-term borrowings....................... (3,805) -- --
Repayments of advances to shareholders................... -- (20,478) (26,000)
Restricted funds......................................... (6,147) (1,400) (1,100)
Advances from shareholders............................... -- -- 33,833
Proceeds from issuance of common stock................... -- -- 2,332
Cash dividends........................................... (61,000) -- --
-------- -------- --------
Net cash provided by (used in) financing activities........ (70,952) 2,201 40,300
-------- -------- --------
Net increase in cash and cash equivalents.................. 7,415 15,016 6,499
Cash and cash equivalents at beginning of year............. 22,306 7,290 791
-------- -------- --------
Cash and cash equivalents at end of year................... $ 29,721 $ 22,306 $ 7,290
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements of cash flows.
MY-5
<PAGE> 66
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS
1. BUSINESS ACTIVITY
Minera Yanacocha S. A. ("Yanacocha") was established on January 14, 1992
and started production activities in August, 1993. Yanacocha is engaged in
exploration and exploitation of gold under the mining concessions owned by
S.M.R.L. Chaupiloma Dos de Cajamarca ("Chaupiloma").
In accordance with a mining lease amended effective January 1, 1994,
Yanacocha pays Chaupiloma a 3 percent royalty on the monthly production at
current prices, after deducting refinery and transport costs. The royalty
agreement expires in the year 2012. Prior to 1994, the royalty was calculated at
2 percent.
During 1995, Yanacocha's operation consisted of two open pit mines, the
Carachugo and Maqui Maqui mines located in the Cajamarca district of Peru, from
which gold-bearing ores were delivered to separate leach pads for gold recovery
using conventional heap leaching cyanidation followed by Merrill-Crowe zinc
precipitation and smelting to provide a final dore product. The dore was then
shipped offsite for further refining before being sold in the world gold
markets.
2. BASIS OF PRESENTATION
Up to December 31, 1994 the Peruvian statutory accounting records were kept
in Peruvian nuevos soles. Effective January 1, 1995, Yanacocha began maintaining
its accounting records in U.S. Dollars, its functional currency, as prescribed
in the tax stability agreements signed with the Peruvian Government, explained
in Note 8. The accompanying financial statements were prepared in accordance
with U.S. generally accepted accounting principles ("U.S. GAAP") and are stated
in thousands of U.S. Dollars.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies were used in preparing the accompanying
U.S. GAAP financial statements:
Cash and cash equivalents
Cash and cash equivalents consist of cash balances and highly liquid
investments with a maturity of three months or less, carried at cost, which
approximates market value.
Inventories
Precious metals are stated at market value. Ore in process is determined
using the first-in, first-out method and is stated at the lower of cost or net
realizable value. Materials, supplies and spare parts inventories are stated at
average cost.
Property, plant and equipment
Property, plant and equipment is stated at cost. Depreciation is computed
using the straight-line method with the rates indicated in Note 6. Maintenance
and minor renewals are charged to expenses as incurred. Significant repairs and
modifications which extend the useful life of the existing facilities are
capitalized and depreciated.
Exploration and mine development costs
Mineral exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed, the costs
incurred to develop such property, including the costs to further delineate the
ore body and remove overburden to initially expose the ore body, are
capitalized. Such costs are amortized using a units-of-production method over
the estimated life of the ore body. Until 1994 these costs were amortized using
the straight-line method with an annual rate of 20 percent. The cumulative
effect of the
MY-6
<PAGE> 67
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
change is immaterial. On-going mine development expenditures to maintain
production are generally charged to operations as incurred.
Interest capitalization
Interest expense allocable to the costs of constructing new facilities is
capitalized until operations commence. Capitalized interest is expensed over the
depreciable lives of the assets to which it relates.
Reclamation and mine closure costs
Estimated future reclamation and mine closure costs are based principally
on legal and regulatory requirements and are accrued and charged to the
statements of income on a units-of-production basis.
Debt issuance costs
Debt issuance costs are deferred and amortized over the term of the related
debt.
Revenue recognition
Gold sales are recognized in income when dore bars are produced based on
prevailing market prices.
Income tax
Effective January 1, 1993, Yanacocha adopted Statement of Financial
Accounting Standards No.109, "Accounting for Income Taxes" ("SFAS 109"). Under
the liability method of SFAS 109, Yanacocha recognizes certain temporary
differences between the financial reporting basis of Yanacocha's liabilities and
assets and the related tax basis of such liabilities and assets.
4. FOREIGN CURRENCY TRANSACTIONS
Monetary assets and liabilities of Yanacocha are principally denominated in
U.S. Dollars, its functional currency. No significant assets or liabilities are
denominated in Peruvian currency.
A loan from Deutsche Investitions-und Entwicklungsgesellschaft MBH-DEG
("DEG") denoted as the Carachugo loan is denominated in Deutsch Marks. As of
December 31, 1995 and 1994 the total amount outstanding was DM 8.1 million
(US$5,641) and DM 9.0 million (US$5,815), respectively (see Note 9).
5. INVENTORIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1995 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Precious metals........................................ $ 4,332 $10,693
Ore in process......................................... 5,373 2,956
Materials, supplies and spare parts.................... 3,379 1,998
------- -------
$13,084 $15,647
======= =======
</TABLE>
MY-7
<PAGE> 68
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
6. PROPERTY, PLANT, EQUIPMENT AND MINE DEVELOPMENT
<TABLE>
<CAPTION>
AT DECEMBER 31,
DEPRECIATION OR --------------------
AMORTIZATION RATES 1995 1994
------------------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Land....................................... -- $ 933 $ 236
Buildings and equipment.................... 10% and 20% 99,240 69,781
Mine development........................... Units-of production 7,379 2,113
Construction-in-progress................... -- 3,136 3,316
-------- -------
110,688 75,446
Accumulated depreciation and
amortization............................. (24,844) (9,121)
-------- -------
$ 85,844 $66,325
======== =======
</TABLE>
Certain fixed assets of Yanacocha guarantee loans from the International
Finance Corporation ("IFC") and DEG (see Note 9).
7. TAXES AND PROFIT SHARING PAYABLE
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------
1995 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Income tax....................................................... $19,575 $ 8,287
Profit sharing................................................... 5,595 2,080
Value added tax.................................................. -- 311
Other............................................................ -- 585
------- -------
$25,170 $11,263
======= =======
</TABLE>
8. INCOME TAX
As explained in Note 3, effective January 1, 1993, income tax is accounted
for under the provisions of SFAS 109. The cumulative effect of this change in
accounting for income tax was to increase Yanacocha's 1993 earnings US$2.4
million or US$0.52 per share.
Under SFAS 109, Yanacocha accounts for deferred income tax liabilities and
deferred income tax assets when temporary differences arise between the
financial and the income tax reporting of its liabilities and assets. The
measurement of the deferred income tax liabilities and assets is based upon the
Peruvian tax rates and tax law provisions as enacted.
Yanacocha's provision for income tax before the cumulative effect of a
change in accounting principle consist of:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
------- -------------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Current............................................ $33,512 $10,707 $2,425
Deferred........................................... 1,121 7,242 (702)
------- ------- ------
Total.................................... $34,633 $17,949 $1,723
======= ======= ======
</TABLE>
MY-8
<PAGE> 69
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
The components of Yanacocha's deferred income tax liabilities are as
follows:
<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------
1995 1994
------ ------
(IN THOUSANDS)
<S> <C> <C>
Mine development costs deducted for tax in excess of book
amortization..................................................... $7,289 $5,483
Debt issuance costs deducted for tax in excess of book
amortization..................................................... 544 686
Interest deducted for tax and capitalized as fixed assets for book
purposes......................................................... 269 429
Start-up costs deducted for tax and capitalized for book
purposes......................................................... 121 173
Reclamation liability not deducted in tax return................... (563) (232)
------ ------
$7,660 $6,539
====== ======
</TABLE>
The income tax returns of 1992 through 1994, prepared in Peruvian nuevos
soles, and the income tax return for 1995, prepared in U. S. Dollars, are
pending review by the tax authorities. Additional taxes and surcharges from
future tax assessments, if any, would be charged to expense in the years in
which they are settled.
Under current regulations, effective January 1994, the equity tax has been
eliminated; however, Yanacocha calculates the equity tax on the Carachugo's net
equity in accordance with the tax stabilization agreement explained in the next
paragraph.
In May 1994 Yanacocha signed two tax stabilization agreements with the
Peruvian Government which guarantee Yanacocha the use of tax rulings of the tax
regimes in force at December 31, 1992 for Carachugo and at December 31, 1994 for
Maqui Maqui for 15 years from the dates that the agreements become effective.
Under such agreements Yanacocha is permitted to keep its accounting records in
U. S. Dollars.
Effective January 1, 1995 Yanacocha adopted the Carachugo tax stabilization
agreement. Yanacocha expects to meet the investment criteria for Maqui Maqui
during 1996 and to adopt the tax stabilization provisions of that agreement for
Maqui Maqui thereafter.
9. LONG-TERM DEBT
Long-term debt consists of loans from the IFC and DEG, to finance the
Carachugo and Maqui Maqui projects. The maturities due pursuant to the financing
arrangement as of December 31, 1995, are as follows (in thousands):
<TABLE>
<CAPTION>
DEG
IFC --------------------
------------------------------------------ CARACHUGO MAQUI
A LOAN B LOAN C LOAN D LOAN LOAN LOAN TOTAL
------- ------- ------- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Current portion...... $ 2,400 $ 4,000 $ 2,860 $1,428 $ 1,254 $1,200 $13,142
------- ------- ------- ------ ------ ------ -------
Non-current
1997............... 2,400 4,000 2,860 1,428 1,254 2,400 14,342
1998............... 2,400 4,000 2,860 1,428 1,254 2,400 14,342
1999............... 2,400 -- 1,420 716 1,252 2,500 8,288
2000............... 1,200 -- -- -- 627 -- 1,827
------- ------- ------- ------ ------ ------ -------
8,400 8,000 7,140 3,572 4,387 7,300 38,799
------- ------- ------- ------ ------ ------ -------
Total debt........... $10,800 $12,000 $10,000 $5,000 $ 5,641 $8,500 $51,941
======= ======= ======= ====== ====== ====== =======
</TABLE>
The Carachugo loan is denominated in Deutsch Marks and translated to US$ at
the balance sheet date.
Interest on the IFC "A loan" (8.275% and 8.4375% at December 31, 1995 and
1994) is calculated at 2 7/8% over the London Interbank Offering Rate ("LIBOR")
plus a rate (not to exceed 2 1/2%) based on the amount the average price of gold
per ounce is above US$370. When the prior six month average gold price is
MY-9
<PAGE> 70
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
between US$370 and US$410 an ounce the interest rate is 2 7/8% over LIBOR plus
1/8% for each US$10 the gold price is over US$370 per ounce. When the six month
average gold price is between US$410 and US$490 per ounce the interest rate is
3 3/8% over LIBOR plus 1/4% for each US$10 the gold price is over US$410 per
ounce. The "B loan" interest rate for any interest period (8.525% and 8.5625% at
December 31, 1995 and 1994) is an annual rate equal to 3 1/8% over the LIBOR.
The "C loan" and "D loan" interest rates for any interest period (8.65% and
8.6875% at December 31, 1995 and 1994) is an annual rate equal to 3 1/4% over
LIBOR. Interest on the Carachugo DEG loan is calculated at the fixed annual rate
of 9.3% while interest on the Maqui Maqui DEG loan is calculated at LIBOR plus
3 1/2% (8.9% and 8.9375% at December 31, 1995 and 1994). The weighted average
interest rates on these obligations was 9.4% and 8.4% during 1995 and 1994,
respectively. Interest rates prevailing on similar debt at the balance sheet
dates were essentially the same as the interest rates on these debts. Therefore,
the fair value of the debt approximates the reported value.
The following assets secure the loans disbursed by the IFC and DEG:
<TABLE>
<CAPTION>
MAXIMUM
GUARANTEE LEVEL
---------------
(IN THOUSANDS)
<S> <C>
First mortgages over certain rustic lands and over facilities,
constructions, machinery and equipment owned by Yanacocha............. $ 47,000
First mortgage over mining rights owned by Chaupiloma................... 50,000
Restricted funds in Barclays Bank PLC................................... 8,647
First mining pledge over vehicles and equipment owned by Yanacocha...... 861
--------
$106,508
========
</TABLE>
The loan agreements contain certain covenants which limit indebtedness and
payment of dividends to shareholders. In addition, Yanacocha must maintain
certain financial ratios as provided in the loan agreements. At December 31,
1995 and 1994 Yanacocha is in compliance with the convenants.
The IFC loan requires Yanacocha to maintain an escrow account representing
the next interest and principal installments due. The amounts totaling US$8,647
and US$2,500 as of December 31, 1995 and 1994, respectively, reflects the March
15, 1996 and 1995 interest and principal payments and, accordingly have been
reported as restricted funds on the balance sheets.
10. SHAREHOLDERS' EQUITY
The capital stock is represented by 4,600,104 common shares with a par
value of one Peruvian nuevo sol each, fully subscribed and paid. This amount
includes 2,592,159 shares owned by non-Peruvian investors.
Under current Peruvian regulations, there is no restriction on remittance
of dividends or repatriation of foreign investment, except for a creation of a
legal reserve discussed in the next paragraph. Furthermore, under current
Peruvian regulations, dividend distribution is tax free beginning January 1,
1994. However, dividends paid to a Yanacocha's non-domiciled shareholder who had
executed an Investment Agreement with the Peruvian Government is still subject
to a 10 percent dividend withholding tax on dividends paid on capital stock
issued pursuant to that agreement.
According to the Peruvian General Law on Corporations, when net income
exceeds 7 percent of capital stock in the financial statements prepared
following Peruvian GAAP, Yanacocha must create a reserve (the legal reserve) of
at least 20 percent of its capital stock by annual appropriations of at least 10
percent of net income. The legal reserve must be used only to offset losses, and
can not be distributed as dividends, except in case of the closing of a business
activity. As of December 31, 1995 and 1994 Yanacocha has fulfilled this
requirement.
MY-10
<PAGE> 71
MINERA YANACOCHA S. A.
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)
11. RELATED PARTY TRANSACTIONS
In years prior to 1994, Yanacocha obtained loans from its shareholders
amounting to US$46,478 to finance the construction of facilities. These loans
and the related accrued interest were repaid in full in 1993 and 1994. Interest
on the loans was calculated at an annual rate of 10 percent and amounted to
US$1,838 in 1994 and US$4,888 in 1993.
Management, exploration, mine development, engineering and employment
services are provided pursuant to contracts with affiliated companies. The
corresponding charges amounted to US$4,617 in 1995, US$3,065 in 1994 and
US$1,859 in 1993, and the outstanding account payable amounts to US$1,313 and
US$510 at December 31, 1995 and 1994, respectively.
12. SUPPLEMENTAL CASH FLOW INFORMATION
Net cash provided by operating activities includes the following cash
payments:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1995 1994 1993
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Income tax.............................................. $22,113 $2,377 $ 685
Interest, net of amounts capitalized.................... $ 4,740 $4,665 $4,085
</TABLE>
13. ENVIRONMENT AND NATURAL RESOURCES CODE
Yanacocha's mining and exploration activities are subject to Legislative
Decree 613 published on September 8, 1990 which is regulated by Supreme Decrees
N(o)016-93-EM and N(o)059-93-EM dated April 28 and December 10, 1993,
respectively. These legal rules govern the protection of the environment.
Yanacocha conducts its operations so as to protect the public health and
environment and believes it operates in compliance with all applicable legal
rulings. Yanacocha accrues for its expected future reclamation and closure
liabilities on a units-of-production basis and such liability amounted to
US$1,876 and US$772 at December 31, 1995 and 1994, respectively.
MY-11
<PAGE> 72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 GOLD COMPANY
By /s/ TIMOTHY J. SCHMITT
------------------------------------
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
March 29, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- --------------------
<C> <S> <C>
* Director )
- --------------------------------------------- )
J. P. Bolduc )
)
* Chairman, President and )
- --------------------------------------------- Chief Executive Officer )
Ronald C. Cambre and Director )
)
* Director )
- --------------------------------------------- )
Joseph P. Flannery )
)
* Director )
- --------------------------------------------- )
Thomas A. Holmes )
)
* Director )
- --------------------------------------------- )
Robin A. Plumbridge )
)
* Director ) March 29, 1996
- --------------------------------------------- )
Robert H. Quenon )
)
* Director )
- --------------------------------------------- )
Moeen A. Qureshi )
)
* Director )
- --------------------------------------------- )
Michael K. Reilly )
)
* Director )
- --------------------------------------------- )
James V. Taranik )
)
* Director )
- --------------------------------------------- )
William I. M. Turner, Jr. )
)
* Senior Vice President and )
- --------------------------------------------- Chief Financial Officer )
Wayne W. Murdy (Principal Financial )
Officer) )
* Vice President and )
- --------------------------------------------- Controller (Principal )
Gary E. Farmar Accounting Officer) )
)
*By /s/ TIMOTHY J. SCHMITT )
- --------------------------------------------- )
Timothy J. Schmitt )
as Attorney-in-fact )
</TABLE>
<PAGE> 73
Appendix I
The following is a narrative description of certain maps in image form
which have been included in the paper version of the Form 10-K but which have
been excluded from the EDGAR version of the Form 10-K.
1. Map of location of the Carlin Trend Operations in Nevada --
Page 3 of the Form 10-K.
On Page 3 of the Form 10-K, the registrant has
included a map of Nevada with an enlargement of the
geographical location of its operations on the Carlin Trend
discussed on Pages 1 through 5 of the Form 10-K. The
map also includes a chart indicating the location of various
deposits with proven and probable reserves.
2. Map of location of the Yanacocha Project in Peru -- Page 7
of the Form 10-K.
On Page 7 of the form 10-K, the registrant has
included a map of the country of Peru showing the geographical
location of the Yanacocha project discussed on Page 6 and
7 of the Form 10-K. The map also includes a notation that
Minera Yanacocha S.A., the Peruvian corporation which owns the
Yanacocha project, is 38% owned by the Newmont Gold.
3. Map of location of the Zarafshan-Newmont Project in Uzbekistan
-- Page 8 of the Form 10-K.
On Page 8 of the Form 10-K, the registrant has
included a map of the Republic of Uzbekistan showing the
geographical location of the Zarafshan- Newmont project
discussed on Page 8 of the form 10-K. The map also
includes notation that the Zarafshan-Newmont joint venture,
which owns the project, is 50% owned by the Newmont Gold.
4. Map of locations of the Minahasa Project and the Batu Hijau
Project in Indonesia -- Page 10 of the Form 10-K.
On Page 10 of the Form 10-K, the registrant has
included a map of the Republic of Indonesia showing the
geographical location of the Minahasa project and the Batu
Hijau project, each of which is discussed on Pages 9 and 10
of the Form 10-K. The map also includes a notation that each
of the Indonesian companies that own the Minahasa project and
the Batu Hijau project is 80% owned by the Newmont Gold.
<PAGE> 74
Index to Exhibits
Exhibit Description
3(a). Restated Certificate of Incorporation dated May 2, 1986. Incorporated
by reference to Exhibit 3 to registrant's Registration Statement on
Form S-1, Amendment No. 2 (No. 33-5565).
3(b). Certificate of Amendment of Certificate of Incorporation dated April
15, 1987. Incorporated by reference to Exhibit 3(b) to registrant's
Registration Statement on Form S-1, Amendment No. 1 (33-12686).
3(c). Certificate of Amendment of Certificate of Incorporation dated March
18, 1994. Incorporated by reference to Exhibit 3(c) to registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
3(d). Certificate of Correction of Certificate of Amendment dated June 22,
1994 to insert page 4 of the Certificate of Amendment filed with the
Secretary of State of Delaware on March 21, 1994.
3(d). By-Laws as amended through May 8, 1986. Incorporated by reference to
Exhibit 3 to registrant's Registration Statement on Form S-1, Amendment
No. 2 (No. 33-5565).
4(a). Pass Through Trust Agreement dated as of July 15, 1994 between
registrant and The First National Bank of Chicago relating to the Pass
Through Certificates, Series 1994-A1. (The front cover of this Exhibit
indicates the material differences between such Exhibit and the
substantially similar (except for price-related information)
Pass-Through Agreement between registrant and The First National Bank
of Chicago relating to the Pass-Through Certificates, Series 1994-A2.)
Incorporated by reference to Exhibit 4.1 to registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.
4(b). Lease dated as of September 30, 1994 between registrant and Shawmut
Bank Connecticut, National Association relating to Trust No. 1 and a
75% undivided interest in registrant's refractory gold ore treatment
facility. (The front cover of this Exhibit indicates the material
differences between such Exhibit and a substantially similar agreement
(except for price-related information) entered into on the same date
relating to the remaining 25% undivided interest in the facility.)
Incorporated by reference to Exhibit 4.2 to registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.
4(c). Trust Indenture and Security Agreement dated as of July 15, 1994
between Shawmut Bank Connecticut, National Association and The First
National Bank of Chicago relating to Trust No. 1 and a 75% undivided
interest in registrant's refractory gold ore treatment
<PAGE> 75
facility. (The front cover of this Exhibit indicates the material
differences between such Exhibit and a substantially similar agreement
(except for price-related information) entered into on the same date
relating to the remaining 25% undivided interest in the facility.)
Incorporated by reference to Exhibit 4.3 to registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.
4(d). In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of the
Company are not being filed herewith because the total of securities
authorized under each such instrument does not exceed 10% of the total
assets of registrant. Registrant hereby agrees to furnish a copy of any
such instrument to the Commission upon request.
10(a). Directors' Stock Award Plan. Incorporated by reference to Exhibit 10(a)
to registrant's Annual Report on Form 10-K for the year ended December
31, 1994.
10(b). Tax Sharing Agreement dated as of January 1, 1994 between registrant
and NMC. Incorporated by reference to Exhibit 10(b) to registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
10(c). Letter Agreement dated December 15, 1993, between registrant and NMC.
Incorporated by reference to Exhibit A to registrant's Proxy Statement
dated February 16, 1994.
10(d). Agreement dated October 15, 1993, effective November 1, 1993, among
registrant, NMC and Ronald C. Cambre. Incorporated by reference to
Exhibit 10 to registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
10(e). Letter Agreement dated May 6, 1993 between registrant and Wayne W.
Murdy. Incorporated by reference to Exhibit 10 to registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
10(f). Annual Incentive Compensation Plan (amended and restated as of January
1, 1995).
11. Statement re Computation of Per Share Earnings.
12. Statement re Computation of Ratio of Earnings to Fixed Charges.
23. Consent of Independent Public Accountants.
24. Power of Attorney.
27. Financial Data Schedules.
<PAGE> 76
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the quarter
ended December 31, 1995.
<PAGE> 1
EXHIBIT 3(d)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATION
FILED 09:00 AM 06/24/1994
944116287 - 623413
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT
of
NEWMONT GOLD COMPANY
It is hereby certified that:
1. The name of the corporation (the "Corporation") is NEWMONT GOLD
COMPANY.
2. The Certificate of Amendment of the Corporation, which was filed
with the Secretary of State of Delaware on March 21, 1994, is hereby corrected.
3. The inaccuracy to be corrected in said instrument is as follows:
Page 4 of the document was omitted.
4. The portion of the instrument in corrected form is as follows:
Page 4 is attached hereto.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Correction as of June 22, 1994.
/s/ GRAHAM M. CLARK, JR.
-----------------------------------
Graham M. Clark, Jr.
Senior Vice President and
General Counsel
/s/ TIMOTHY J. SCHMITT
------------------------------------
Timothy J. Schmitt
Vice President and Secretary
<PAGE> 2
then outstanding and entitled to receive dividends for such quarterly dividend
period or for any past quarterly dividend period, if any, ending within such
quarterly dividend period.
In no event, so long as any Preferred Stock shall remain outstanding,
shall any dividend, other than a dividend payable in shares of Common Stock or
any other class of stock ranking junior to the Preferred Stock as to the
distribution of assets and the payment of dividends (the Common Stock, and any
such other class of stock being hereinafter sometimes referred to as "junior
stock"), be declared or paid upon, nor shall any distribution be made upon, any
junior stock, nor shall any shares of junior stock be purchased or redeemed by
the Company other than in exchange for junior stock, nor shall any monies be
paid or made available for a sinking fund for the purchase or redemption of any
junior stock, unless in each instance dividends on all outstanding shares of
the Preferred Stock for all past dividend periods shall have been paid and the
dividend on all outstanding shares of the Preferred Stock for the then
applicable current quarterly dividend period shall have been paid, or declared
and a sum sufficient for the payment thereof set apart.
(b) The Company, at its election expressed by resolution of the Board
of Directors, may redeem the shares of any series of the Preferred Stock at
such time or times, at such price or prices and on such other terms and
conditions (not inconsistent with the provisions of this subparagraph (b)) as
are fixed for such series by the Board of Directors as permitted herein plus,
in each case, an amount equal to all dividends accrued and unpaid on such
series of Preferred Stock to and including the date fixed for redemption (the
total sum so payable per share on any such redemption being hereinafter called
the "Redemption Price" and the date fixed for redemption being hereinafter
called the "Redemption Date"). If as permitted by the terms fixed for such
series by the Board of Directors, less than all outstanding shares of any
series of Preferred Stock are to be redeemed, the shares of said series to be
redeemed shall be chosen by lot or pro rata in such equitable manner as the
Board of Directors may determine.
Notice of every such redemption shall be mailed not less than 30 nor
more than 90 days in advance of the Redemption Date to the holders of record of
the shares of Preferred Stock so to be redeemed at their respective addresses
as the same shall appear on the books of the Company.
From and after the Redemption Date (unless the Company shall default in
paying or providing the funds necessary for the payment of the Redemption
-4-
<PAGE> 1
EXHIBIT 10(f)
================================================================================
NEWMONT GOLD COMPANY
ANNUAL INCENTIVE COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 1995)
================================================================================
<PAGE> 2
NEWMONT GOLD COMPANY
ANNUAL INCENTIVE COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 1995)
The board of directors of Newmont Gold Company, a Delaware Corporation
(the "Company"), hereby amends and restates the Newmont Gold Company Annual
Compensation Plan (the "Plan"), effective January 1, 1995 (the "Effective
Date").
PURPOSE
The purpose of the Plan is to provide to employees of the Company and
its Affiliated Entities (defined herein) that participate in the Plan a more
direct interest in the success of the operations of the Company by rewarding
their successful efforts to maximize production and minimize production costs.
Employees of the Company and participating Affiliated Entities will be rewarded
in accordance with the terms and conditions described below.
ARTICLE I
DEFINITIONS
1.1 "Actual Defined Costs" means, with respect to a particular
Unit, the cost of producing an ounce of gold during the Plan Year, as
calculated by the Company and approved by the Compensation Committee.
1.2 "Actual Production" means, with respect to a particular Unit,
the number of ounces of gold produced during the Plan Year, as calculated by
the Company and approved by the Compensation Committee.
1.3 "Affiliated Entity(ies)" means any corporation or other
entity, now or hereafter formed, that is or shall become affiliated with the
Company, either directly or indirectly, through stock ownership, control or
otherwise, as determined by the Company.
1.4 "Area of Primary Responsibility" means the Unit to which an
Employee has been assigned by the Company for purposes of calculating the
Employee's Unit Performance Bonus.
1.5 "Board" means the Board of Directors of Newmont Gold Company.
1.6 "Carlin Unit" means those Employees whose Area of Primary
Responsibility is the Carlin site, including those Employees of NEL dedicated
to the Carlin operation.
1
<PAGE> 3
1.7 "Common Stock" means the $0.01 par value common stock of
Newmont Gold Company.
1.8 "Company" means Newmont Gold Company, and where the context
requires, any Affiliated Entity that has become a Participating Employer.
1.9 "Compensation Committee" means the Compensation Committee of
the Board.
1.10 "Employee" means a full time, salaried employee of the Company
and/or a Participating Employer, excluding temporary or leased employees.
1.11 "Fair Market Value" means, with respect to a share of Common
Stock, the closing price of the stock on the New York Stock Exchange as
reported on the composite tape on a particular date. If there are no Common
Stock transactions on such date, the Fair Market Value shall be determined as
of the immediately preceding date on which there were stock transactions. If
the price of the Common Stock is not reported on the New York Stock Exchange,
the Fair Market Value of the stock on a particular date shall be as determined
by the Compensation Committee.
1.12 "Headquarters Unit" means those Employees whose Area of
Primary Responsibility is the corporate office of NGC and Employees of NEL
whose Area of Primary Responsibility is not the Carlin Unit, the Peruvian Unit,
the Southeast Asia Unit or the Uzbekistan Unit.
1.13 "Impact Level" means the nine categories into which Employees
fall, based on the amount of their Salaries, as determined by the Company.
1.14 "Minimum Gold Price" means the minimum average price of gold
as recommended by the Compensation Committee and approved by the Board that
must be realized by NGC for the year in order for bonuses to be payable under
the Plan.
1.15 "NEL" means Newmont Exploration Limited, a Delaware
corporation.
1.16 "NIL" means Newmont Indonesia Limited, a Delaware corporation.
1.17 "NGC" means Newmont Gold Company, a Delaware corporation.
1.18 "NMC" means Newmont Mining Corporation, a Delaware
corporation.
1.19 "Participating Employer" means Newmont Gold Company, Newmont
Exploration Company and any other Affiliated Entity that the Company determines
shall participate in the Plan.
2
<PAGE> 4
1.20 "Personal Performance Bonus" means the bonus payable to an
Employee based on the individual performance of such Employee, as set forth in
Section 4.2.
1.21 "Personal Performance Level" means the level of personal
achievement of an Employee as determined by the Employee's supervisor pursuant
to Section 4.1.
1.22 "Peruvian Unit" means those Employees whose Area of Primary
Responsibility is the Minera Yanacocha project, including those Employees of
NEL dedicated to the Minera Yanacocha project.
1.23 "Plan Year" means the calendar year.
1.24 "Salary" means an Employee's actual base earnings for the Plan
Year.
1.25 "Severance Pay Plan" means the Severance Pay Plan of Newmont
Gold Company.
1.26 "Southeast Asia Unit" means those Employees whose Area of
Primary Responsibility is in Southeast Asia.
1.27 "Targeted Defined Costs" means the targeted cash cost of
production of gold per ounce for the Plan Year, as recommended by the
Compensation Committee and approved by the Board.
1.28 "Targeted Production" means the targeted amount of gold to be
produced for the Plan Year, as recommended by the Compensation Committee and
approved by the Board.
1.29 "Team Performance Bonus" means the bonus payable to an
Employee of NEL or NIL based on the performance of the exploration team of
which the Employee is a member, as set forth in Section 5.2.
1.30 "Team Performance Level" means the level of achievement of an
exploration team of NEL or NIL Employees, as determined by the respective
Exploration Vice President pursuant to Section 5.1.
1.31 "Unit" means the unit of Employees to which an Employee is
assigned for purposes of Article III.
1.32 "Unit Performance Bonus" means, with respect to each Unit, the
bonus payable to an Employee based on the performance of such Employee's Unit,
as set forth in Section 3.2.
1.33 "Unit Performance Percentage" means the percentage used to
calculate an Employee's Unit Performance Bonus, as set forth in Section 3.2.
3
<PAGE> 5
1.34 "Uzbekistan Unit" means those Employees whose Area of Primary
Responsibility is the Company's project in Uzbekistan, including those
Employees of NEL dedicated to the Uzbekistan project.
ARTICLE II
ELIGIBILITY
2.1 Conditions of Eligibility. All Employees of the Company
and/or a Participating Employer are potentially eligible to receive a bonus
payment under the Plan, provided (i) they are on the payroll of the Company
and/or a Participating Employer as of the last day of the Plan Year, or (ii)
they have terminated employment with the Company and/or a Participating
Employer during the Plan Year and are eligible to receive payment under the
Severance Pay Plan.
2.2 Terminated Employees. Employees who terminate employment with
the Company and/or a Participating Employer during the Plan Year and who are
eligible to receive payment under the Severance Pay Plan shall receive a
prorated bonus payment equal to the bonus payment otherwise payable under the
Plan, multiplied by a fraction, the numerator of which is the number of weeks
the Employee was employed by the Company and/or a Participating Employer during
the Plan Year, and the denominator of which is 52.
ARTICLE III
UNIT PERFORMANCE BONUS
3.1 Unit Performance Percentage. The Unit Performance Percentage
for each Unit will be determined on the last day of the Plan Year pursuant to
the following formula:
1 + (Actual Production - Targeted Production)
-----------------------------------------------
(Targeted Production)
x 1 + (Targeted Defined Costs - Actual Defined Costs)
-----------------------------------------------
(Targeted Defined Costs)
---------------------------------------------------
= Unit Performance Percentage
If the Unit Performance Percentage of a Unit is less than 85%, no Unit
Performance Bonus will be payable to any Employee of the Unit. If the Unit
Performance Percentage is 85%, the "Minimum Performance Level" category in
Section 3.2 shall apply. If the Unit Performance Percentage is 100%, the
"Target Performance Level" category in Section 3.2 shall apply. If the Unit
Performance Percentage is 120% or more, the "Maximum Performance Level"
category in Section 3.2 shall apply. If the Unit Performance Percentage of a
Unit falls between 85% and 100%, or between 100% and 120%, then the percentage
used to calculate the Unit Performance
4
<PAGE> 6
Bonus of each Employee of the Unit shall be based upon the percentages in the
Tables below, interpolated so that such percentage bears the same relationship
to the percentage shown in the following Tables that the Unit Performance
Percentage of the Unit bears to the Unit Performance Percentages applicable to
the two closest Performance Levels. For example, if an Employee's Unit
achieves a Unit Performance Percentage of 95%, and if the Employee is in Impact
Level I, then the Employee's Unit Performance Bonus shall be equal to 26.17% of
the Employee's Salary. The Compensation Committee may, in its sole discretion,
adjust the Unit Performance Percentage of any Unit to reflect changed
circumstances or such other matters as the Compensation Committee deems
appropriate.
3.2 Determination of Unit Performance Bonus. Subject to Sections
3.3 and 6.1, an Employee's Unit Performance Bonus is calculated as a percentage
of the Employee's Salary, and is based on the Unit Performance Percentage of
the Employee's Unit and the Employee's Impact Level pursuant to the following
Table I (Table IA for Employees of NEL):
TABLE I
<TABLE>
<CAPTION>
Minimum Target Maximum
Impact Level Performance Level Performance Level Performance Level
------------ ----------------- ----------------- -----------------
<S> <C> <C> <C>
I 12.50% 33% 67%
II 11.75% 30% 60%
III 9.38% 27% 55%
IV 6.25% 25% 50%
V 5.00% 20% 40%
VI 3.75% 15% 30%
VII 2.50% 10% 20%
VIII 1.25% 5% 10%
IX 1.25% 5% 10%
</TABLE>
TABLE IA
<TABLE>
<CAPTION>
Minimum Target Maximum
Impact Level Performance Level Performance Level Performance Level
------------ ----- ----------------- -----------------
<S> <C> <C> <C>
I-IV N/A N/A N/A
V 1.875% 7.500% 15.00%
VI 1.500% 6.000% 12.00%
VII 1.031% 4.125% 8.25%
VIII 0.625% 2.500% 5.00%
IX 0.625% 2.500% 5.00%
</TABLE>
5
<PAGE> 7
3.3 Ineligible Employees. Employees whose Personal Performance
Level (determined pursuant to section 4.1) is less than 80% shall not be
eligible to receive a Corporate Performance Bonus.
ARTICLE IV
PERSONAL PERFORMANCE BONUS
4.1 Personal Performance Level. At the end of the Plan Year, each
Employee's supervisor will evaluate the Employee and rate the Employee's
Personal Performance Level on a scale of 0% to 120%. The Personal Performance
Bonus for the Company's Chief Executive Officer shall be determined by the
Compensation Committee. A 100% or higher Performance Level will be awarded to
an Employee who has realized full compliance with challenging personal
achievement standards. A 120% Performance Level will be awarded to an Employee
who has demonstrated extraordinary personal achievement. If an Employee's
Personal Performance Level is 80%, the Employee's Personal Performance Level is
in the "Minimum Performance Level" category specified in Section 4.2. If an
Employee's Personal Performance Level is 100%, the Employee's Personal
Performance Level is in the "Target Performance Level" category specified in
Section 4.2. If an Employee's Personal Performance Level is 120%, the
Employee's Personal Performance Level is in the "Maximum Performance Level"
category specified in Section 4.2. If an Employee's Personal Performance Level
is less than 80%, no Personal Performance Bonus shall be payable. If an
Employee's Personal Performance Level falls between 80% and 100%, or between
100% and 120%, the percentages shown in the Tables set forth in Section 4.2
shall be interpolated so that the percentage used to calculate an Employee's
Personal Performance Bonus bears the same relationship to the percentage shown
in the following Tables that the Personal Performance Level bears to the
Personal Performance Levels applicable to the two closest Performance Levels.
For example, if an Employee's Personal Performance Level is 90% and if the
Employee is in Impact Level I, the applicable percentage for calculating the
Employee's Personal Performance Bonus shall be 41.88%.
4.2 Determination of Personal Performance Bonus. Subject to
Sections 4.3 and 6.1, an Employee's Personal Performance Bonus is calculated as
a percentage of the Employee's Salary. The applicable percentage is a function
of the Employee's Impact Level and Personal Performance Level category
determined pursuant to Section 4.1, as set forth in the following Table II
(Table IIA for Employees of NEL):
6
<PAGE> 8
TABLE II
<TABLE>
<CAPTION>
Minimum Target Maximum
Impact Level Performance Level Performance Level Performance Level
------------ ----------------- ----------------- -----------------
<S> <C> <C> <C>
I 16.750% 67.0% 83.8%
II 13.750% 55.0% 68.8%
III 10.625% 42.5% 53.1%
IV 6.875% 27.5% 34.4%
V 2.500% 10.0% 20.0%
VI 2.250% 9.0% 18.0%
VII 1.625% 6.5% 13.0%
VIII 1.000% 4.0% 8.0%
IX N/A N/A N/A
</TABLE>
TABLE IIA
<TABLE>
<CAPTION>
Minimum Target Maximum
Impact Level Performance Level Performance Level Performance Level
------------ ----------------- ----------------- -----------------
<S> <C> <C> <C>
I-IV N/A N/A N/A
V 1.875% 7.500% 15.00%
VI 1.500% 6.000% 12.00%
VII 1.031% 4.125% 8.25%
VIII 0.500% 2.000% 4.00%
</TABLE>
4.3 Proration of Certain Bonuses. Notwithstanding any other
provision in this ARTICLE IV, except as approved by the Compensation Committee
prior to the payment of Personal Performance Bonuses, or subsequently thereto
by ratification, if the amount of the Personal Performance Bonuses payable to
all Employees of the Company and all Participating Employers in Impact Levels
V-VIII exceeds the amount that would be payable to all such Employees if each
of their Personal Performance Levels were determined to be 100%, the amount of
such excess shall be deducted pro rata from the Personal Performance Bonus
payable to each such Employee whose Personal Performance Level exceeds 100%.
4.4 Ineligible Employees. Employees with an Impact Level of IX
and Employees whose Personal Performance Level (determined pursuant to Section
4.1) is less than 80% shall not be eligible to receive a Personal Performance
Bonus.
7
<PAGE> 9
ARTICLE V
TEAM PERFORMANCE BONUS
5.1 Team Performance Level. This ARTICLE V shall be applicable
only to Employees of NEL and NIL. At the end of the Plan Year, the Exploration
Vice Presidents will make an assessment of the performance of each exploration
team on a scale from 0% to 120%. If the exploration team's Team Performance
Level is less than 80%, the Employees assigned to the exploration team will not
receive a Team Performance Bonus. If the exploration team's Team Performance
Level is 80%, the exploration team's Team Performance Level is in the "Minimum
Performance Level" category. If the exploration team's Team Performance Level
is 100%, the exploration team's Team Performance Level is in the "Target
Performance Level" category. If the exploration team's Team Performance Level
is 120%, the exploration team's Team Performance Level is in the "Maximum
Performance Level" category. If an exploration team's Team Performance Level
fall between 80% and 100%, or between 100% and 120%, the percentages shown in
the Table set forth below in Section 5.2 shall be interpolated to reflect the
relationship that the exploration team's Team Performance Level bears to the
Team Performance Levels of the two closest Performance Levels. For example,
if an exploration team's Team Performance Level is 90%, and if an Employee
assigned to that exploration team is in Impact Level V, the Employee's Team
Performance Bonus shall be calculated using a percentage of 9.375%.
5.2 Determination of Team Performance Bonus. Subject to Sections
5.3 and 6.1, an Employee's Team Performance Bonus is calculated as a percentage
of the Employee's Salary. The applicable percentage is a function of the
Employee's Impact Level and Team Performance Level category determined pursuant
to Section 5.1, as set forth in the following Table III:
TABLE III
<TABLE>
<CAPTION>
Minimum Target Maximum
Impact Level Performance Level Performance Level Performance Level
------------ ----------------- ----------------- -----------------
<S> <C> <C> <C>
I-IV N/A N/A N/A
V 3.750% 15.0% 30.0%
VI 3.000% 12.0% 24.0%
VII 2.060% 8.25% 16.5%
VIII 1.125% 4.50% 9.0%
IX 0.625% 2.50% 5.0%
</TABLE>
5.3 Ineligible Employees. Employees whose Personal Performance
Level (determined pursuant to Section 4.1) is less than 80% and Employees whose
Impact Levels range from I-IV shall not be eligible to receive a Team
Performance Bonus.
8
<PAGE> 10
ARTICLE VI
PAYMENT OF BONUS
6.1 Minimum Gold Price. Notwithstanding any other provision
herein, no bonus will be payable to any Employee pursuant to the terms of this
Plan unless the average price of gold realized by NGC for the Plan Year is
equal to or greater than the Minimum Gold Price. For 1995, the Minimum Gold
Price has been set at $350 per ounce.
6.2 Multiple Impact Levels. The bonus payable to an eligible
Employee who was in more than one Impact Level during the year shall be
calculated on a pro-rata basis in accordance with the amount of time spent by
such Employee in each Impact Level during the year.
6.3 Form of Payment. The aggregate of any and all bonuses payable
under the Plan shall be payable to each Employee in cash as soon as practicable
following the close of the year. However, in its sole discretion, the
Compensation Committee may determine to award a portion of the Personal
Performance bonus of each Employee with an Impact Level ranging from I-IV in
shares of Common Stock, valued at Fair Market Value on the date the bonuses are
awarded, provided, however, that the portion of an Employee's bonus payable in
shares of Common Stock shall not exceed 50% of the total amount of the bonus.
Any bonus payable in Common Stock shall be subject to such vesting and earn-out
provisions, if any, as may be established by the Compensation Committee on the
date the bonuses are awarded.
6.4 Withholding Taxes. All bonuses payable hereunder shall be
subject to the withholding of such amounts as the Company may determine is
required to be withheld pursuant to any applicable federal, state or local law
or regulation.
ARTICLE VII
GENERAL PROVISIONS
7.1 Administration. The Plan will be administered by the
Compensation Committee or its delegees. The Compensation Committee shall
interpret the provisions of the Plan in its full and absolute discretion. The
determinations of the Compensation Committee with respect to the Plan shall be
conclusive. All expenses of the Company in administering the Plan shall be
borne by the Company.
7.2 Plan Unfunded. The plan shall be unfunded and no trust or
other funding mechanism shall be established for the Plan. All benefits to be
paid pursuant to the Plan shall be paid by the Company from its general assets
and an Employee (or his heir or devisee) shall not have any greater rights than
a general, unsecured creditor against the Company for any benefit hereunder.
9
<PAGE> 11
7.3 Participation in Plan by Affiliates. Any Affiliated Entity
shall become a party to this Plan and become a Participating Employer upon
designation by the Company as a Participating Employer.
7.4 Amount Payable Upon Death of Employee. If an Employee who is
entitled to payment hereunder dies before receiving full payment of the amount
due, such amount shall be paid, in a cash lump sum, to the beneficiary or
beneficiaries designated by the Employee to receive life insurance proceeds
under NGC's life insurance plan. In the absence of an effective beneficiary
designation under said plan, any amount payable hereunder following the death
of an Employee shall be paid to the Employee's estate.
7.5 Right of Offset. To the extent permitted by applicable law,
the Company may, in its sole discretion, apply any bonus payments otherwise due
and payable under this Plan against any Employee loans outstanding to the
Company or other debts of the Employee to the Company.
7.6 Amendments, Termination, Etc. The Board, upon the
recommendation of the Compensation Committee, may at any time amend, modify,
suspend or terminate the Plan.
7.7 Payments Due Minors or Incapacitated Persons. If any person
entitled to a payment under the Plan is a minor, or if the Compensation
Committee determines that any such person in incapacitated by reason of
physical or mental disability, whether or not legally adjudicated as an
incompetent, the Compensation Committee shall have the power to cause the
payment becoming due to such person to be made to another for his benefit,
without responsibility of the Compensation Committee, the Company, or any other
person or entity to see to the application of such payment. Payments made
pursuant to such power shall operate as a complete discharge of the
Compensation Committee, the Plan and the Company.
7.8 Section Headings. The Section headings are included herein
only for convenience, and they shall have no effect on the interpretation of
the Plan.
7.9 Severability. If any article, section, subsection or specific
provision is found to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if such illegal and invalid provision had
never been set forth in the Plan.
7.10 No Right to Employment. The establishment of this Plan shall
not be deemed to confer upon any person any legal right to be employed by, or
to be retained in the employ of, the Company or any Affiliated Entity, or to
give any Employee or any person any right to receive any payment whatsoever,
except as provided under this Plan. All Employees shall remain subject to
discharge from employment to the same extent as if this Plan had never been
adopted.
10
<PAGE> 12
7.11 Transferability. Any bonus payable hereunder is personal to
the Employee and may not be sold, exchanged, transferred, pledged, assigned or
otherwise disposed of except by will or by the laws of descent and
distribution.
7.12 Successors. This Plan shall be binding upon and inure to the
benefit of the Company, the Participating Employers and the Employees and their
respective heirs, representatives and successors.
7.13 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado,
unless superseded by federal law.
Adopted as of January 1, 1995.
NEWMONT GOLD COMPANY
By: /s/ Timothy J. Schmitt
------------------------------------
Timothy J. Schmitt
11
<PAGE> 1
Exhibit 11
NEWMONT GOLD COMPANY AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share)
<TABLE>
<CAPTION>
PRIMARY EARNINGS PER SHARE CALCULATION
Years Ended December 31,
-------------------------------
1995 1994 1993
--------- -------- --------
<S> <C> <C> <C>
INCOME DATA:
Income before cumulative
effect of change in
accounting principle $ 124,872 $ 83,394 $113,116
Preferred stock dividends (11,157) (15,813) -
--------- -------- --------
Income before cumulative
effect of change in
accounting principle
applicable to common
shares 113,715 67,581 113,116
Cumulative effect of
change in accounting
principle - - 2,665
--------- -------- --------
Net income applicable to
common shares $ 113,715 $ 67,581 $115,781
========= ======== ========
COMMON AND COMMON EQUIVALENT SHARES:
Weighted average common
shares 97,268 96,331 104,875
Equivalent common shares
from stock options 107 141 -
--------- -------- --------
Common and common
equivalent shares 97,375 96,472 104,875
========= ======== =======
EARNINGS PER COMMON SHARE:
Income before cumulative
effect of change in
accounting principle $ 1.17 $ 0.70 $ 1.08
Cumulative effect of
change in accounting
principle - - 0.02
--------- -------- -------
Net income per common and
common equivalent
shares $ 1.17 $ 0.70 $ 1.10
========= ======== =======
</TABLE>
Page 1 of 2
<PAGE> 2
Exhibit 11
NEWMONT GOLD COMPANY AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share)
<TABLE>
<CAPTION>
FULLY DILUTED EARNINGS PER SHARE CALCULATION
Years Ended December 31,
--------------------------------
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
INCOME DATA:
Income before cumulative
effect of change in
accounting principle $124,872 $ 83,394 $113,116
Cumulative effect of
change in accounting
principle - - 2,665
-------- -------- --------
Net income applicable to
common shares $124,872 $ 83,394 $115,781
======== ======== ========
COMMON AND COMMON EQUIVALENT SHARES:
Weighted average common
shares 97,268 96,331 104,875
Equivalent common shares
from stock options 107 141 -
Equivalent common shares
from conversion of
preferred stock 5,583 7,899 -
-------- -------- --------
Common and common
equivalent shares 102,958 104,371 104,875
======== ======== ========
EARNINGS PER COMMON SHARE:
Income before cumulative
effect of change in
accounting principle $ 1.21 $ 0.80 $ 1.08
Cumulative effect of
change in accounting
principle - - 0.02
-------- -------- --------
Net income per common
and common equivalent
shares $ 1.21 $ 0.80 $ 1.10
======== ======== ========
</TABLE>
Page 2 of 2
<PAGE> 1
Exhibit 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in thousands except ratios)
(Unaudited)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------
1995 1994 1993(1) 1992(1) 1991(1)
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes and
cumulative effect of changes
in accounting principles $141,864 $ 54,060 $113,234 $ 93,399 $122,218
Adjustments:
Net interest expense (2) 36,415 9,823 12,393 14,555 13,021
Amortization of capitalized
interest 2,305 1,928 1,814 1,410 1,668
Portion of rental expense
representative of interest 1,604 825 800 1,088 1,572
Minority interest of majority-
owned subsidiaries that have
fixed charges - - 11,113 7,580 12,455
Undistributed income of less-
than-50%-owned entities (3,603) (16,089) (3,526) - -
-------- -------- -------- -------- --------
$178,585 $ 50,547 $135,828 $118,032 $150,934
======== ======== ======== ======== ========
Fixed Charges:
Net interest expense (2) $ 36,415 $ 9,823 $ 12,393 $ 14,555 $ 13,021
Capitalized interest 11,558 19,618 8,480 2,405 -
Portion of rental expense
representative of interest 1,604 825 800 1,088 1,572
-------- -------- -------- -------- --------
$ 49,577 $ 30,266 $ 21,673 $ 18,048 $ 14,593
======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges 3.6 1.7 6.3 6.5 10.3
=== === ==== === ====
</TABLE>
(1) The computations for the years ended December 31, 1993, 1992, and 1991 are
for Newmont Mining Corporation ("NMC"), Newmont Gold Company's ("NGC") parent.
Computations for these periods are presented for NMC because management believes
they are more relevant than NGC's historical computations for the same periods
due to the fact that effective January 1, 1994 NGC acquired essentially all of
NMC's assets and assumed essentially all of NMC's liabilities. The computations
are reflective of what they would have been for NGC had this transaction
occurred at the beginning of 1991. NGC was fully consolidated into NMC in all
periods. From 1991 to 1993, NGC had no significant fixed charges.
(2) Includes interest expense of majority-owned subsidiaries and amortization of
debt issuance costs.
Page 1 of 1
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this 1995 Form 10-K into Newmont Gold Company's
previously filed S-3 Registration Statement No. 33-54245 and S-8 Registration
Statement No. 33-62471.
/s/ ARTHUR ANDERSEN LLP
--------------------------
ARTHUR ANDERSEN LLP
Denver, Colorado
March 21, 1996.
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Timothy J. Schmitt his true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, in his name and on his behalf, to do any and all acts and things and
to execute any and all instruments which he may deem necessary or advisable to
enable Newmont Gold Company to comply with the Securities Exchange Act of 1934,
as amended (the "Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, including power and
authority to sign his name in any and all capacities (including his capacity as
a Director and/or Officer of Newmont Gold Company) to the Annual Report on Form
10-K of Newmont Gold Company for the fiscal year ended December 31, 1995 and the
undersigned hereby ratifies and confirms all that said attorney-in-fact and
agent shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these
presents as of the 20th day of March, 1996.
Signature Title
/s/ J. P. Bolduc
- ----------------------
J. P. Bolduc Director
/s/ Ronald C. Cambre
- ---------------------- Chairman, President and Chief
Ronald C. Cambre Executive Officer and Director
(Principal Executive Officer)
/s/ Joseph P. Flannery
- ----------------------
Joseph P. Flannery Director
/s/ Leo I. Higdon, Jr.
- ----------------------
Leo I. Higdon, Jr. Director
/s/ Thomas A. Holmes
- ----------------------
Thomas A. Holmes Director
<PAGE> 2
/s/ Robin A. Plumbridge
- ----------------------------
Robin A. Plumbridge Director
/s/ Robert H. Quenon
- ----------------------------
Robert H. Quenon Director
/s/ Moeen A. Qureshi
- ----------------------------
Moeen A. Qureshi Director
/s/ Michael K. Reilly
- ----------------------------
Michael K. Reilly Director
/s/ James V. Taranik
- ----------------------------
James V. Taranik Director
/s/ William I. M. Turner, Jr.
- ----------------------------
William I. M. Turner, Jr. Director
/s/ Wayne W. Murdy
- ---------------------------- Senior Vice President
Wayne W. Murdy and Chief Financial Officer
(Principal Financial Officer)
/s/ Gary E. Farmar
- ----------------------------
Gary E. Farmar Vice President and Controller
(Principal Accounting
Officer)
-2-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
ART. 5 FDS FOR 1995 10-K
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 59,142
<SECURITIES> 11,820
<RECEIVABLES> 24,458
<ALLOWANCES> 0
<INVENTORY> 173,984
<CURRENT-ASSETS> 289,532
<PP&E> 1,950,779
<DEPRECIATION> 695,501
<TOTAL-ASSETS> 1,773,770
<CURRENT-LIABILITIES> 194,436
<BONDS> 604,259
0
0
<COMMON> 158,767
<OTHER-SE> 666,161
<TOTAL-LIABILITY-AND-EQUITY> 1,773,770
<SALES> 636,219
<TOTAL-REVENUES> 791,564
<CGS> 370,617
<TOTAL-COSTS> 477,452
<OTHER-EXPENSES> 164,728
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,415
<INCOME-PRETAX> 141,864
<INCOME-TAX> 16,992
<INCOME-CONTINUING> 124,872
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 124,872
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.21
</TABLE>
