NEWCREST MINING LIMITED ANNUAL REPORT 2016 C 2016 Annual Report Page Heading Contents ABOUT NEWCREST 2 KEY ACHIEVEMENTS FOR FY16 CHAIRMAN’S REPORT MANAGING DIRECTOR’S REVIEW VALUE PROPOSITION 4 6 7 8 LARGE GOLD RESERVES 8 LOW COST PRODUCER 9 DELIVERING ON COMMITMENTS 10 ORGANIC GROWTH 11 EXPLORATION AND TECHNICAL CAPABILITY 12 FINANCIALLY ROBUST 13 NEWCREST MINING LIMITED ANNUAL REPORT 2016 1 NEWCREST MINING LIMITED ANNUAL REPORT 2016 1 ASSET OVERVIEW 14 CORPORATE RESPONSIBILITY 16 THE BOARD 20 MINERAL RESOURCES AND ORE RESERVES 24 DIRECTORS’ REPORT FINANCIAL REPORT CORPORATE DIRECTORY 34 94 149 “ AS WE LOOK TO THE FUTURE, I AM ENERGISED BY WHAT HAS BEEN ACHIEVED OVER THE PAST YEAR ACROSS OUR THREE KEY TRANSFORMATION PILLARS – SAFETY, OPERATIONAL PERFORMANCE AND PEOPLE – AND BY THE TREMENDOUS POTENTIAL “ THAT REMAINS FOR NEWCREST. SANDEEP BISWAS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER Page Heading 2 About Newcrest The health and safety of our workforce is a core value for Newcrest. Our clear focus remains on eliminating fatalities and life-altering injuries from our business, while striving to make continual progress on reducing all injuries and health impacts. We believe that a strong commitment to health and safety improvement will yield benefits for our workforce and for overall business performance. Forging a stronger Newcrest Our Mission To deliver superior returns from finding, developing and operating gold/copper mines. We Value... Our Vision To be the Miner of Choice.TM We will lead the way in safe, responsible, efficient and profitable mining. Our Edge A high performance, no‑nonsense culture focussed on: • Safety • Operational discipline • Cash • Profitable growth We deliver on our commitments. Caring about people Integrity and honesty Working together Innovation and problem solving High- performance We achieve superior results through... Employee involvement Personal ownership Bottom-up innovation Operational discipline Shared vision Inspirational leaders Talent development NEWCREST MINING LIMITED ANNUAL REPORT 2016 3 6 7 Bonikro West Africa Gosowong Indonesia 10 5 3 4 8 Hidden Valley Lihir Wafi‑Golpu 9 Telfer 2 Cadia Fiji 1 OPERATIONS / NEAR-MINE GROWTH OPPORTUNITY GROWTH OPPORTUNITY Our assets CADIA Located in central west New South Wales, Australia, 25 kilometres south-west of Orange and 250 kilometres west of Sydney, Cadia has one of the deepest panel caves in the world and is 100 percent owned by Newcrest. LIHIR One of the world’s largest gold deposits, Lihir is 100 percent owned by Newcrest and located on the island of Niolam which is part of the Lihir group of islands, 900 kilometres north-east of Port Moresby in the New Ireland Province of Papua New Guinea (PNG). TELFER Operating since 1977 and 100 percent owned by Newcrest, the Telfer gold-copper mine is located in the Great Sandy Desert in Western Australia, approximately 400 kilometres south-east of Port Hedland. GOSOWONG Located on Halmahera Island, Indonesia, Gosowong is operated by PT Nusa Halmahera Minerals which is owned by Newcrest (75 percent interest) and PT Aneka Tambang (25 percent interest). BONIKRO Located approximately 250 kilometres north west of Abidjan in CÔte d’Ivoire, Bonikro is a gold mine 89.89 percent owned by Newcrest. HIDDEN VALLEY A gold and silver mine located approximately 90 kilometres south west of Lae in the Morobe Province of PNG, Hidden Valley is part of the Hidden Valley Joint Venture which is owned 50 percent by Newcrest and 50 percent by Harmony Gold Mining Company Limited. 4 Key Achievements for FY16 Delivering on operational and financial commitments ACHIEVE PRODUCTION & COST GUIDANCE • Met group production guidance • Within or below guidance on costs REDUCE NET DEBT Reduced by US$782m in FY16 LOW COST POSITION AISC US$762/oz WITHIN TARGET FINANCIAL METRICS • Achieved all 4 targets • Leverage ratio of 1.6x GENERATE FREE CASH FLOW (FCF) US$814m FCF in FY16 DIVIDEND Dividend of US7.5 cents per share Net debt reduced by Three years of meeting or exceeding Group production and cost guidance. to 27% 2.1bn US$ FY16 RESULTS AT A GLANCE OPERATIONAL PERFORMANCE • Gold production of 2.439 million ounces, copper production of 83 thousand tonnes • All-in Sustaining Cost(1) of US$762 per ounce • All-in Sustaining Cost margin(1) of US$404 per ounce PROFIT AND CASH FLOW • Statutory profit (2) of US$332 million • Underlying profit(1) of US$323 million • Free cash flow (1) of US$814 million • Cash flow from operating activities of US$1,241 million • EBITDA margin(1)(3) of 39.2%; EBIT margin of 18% PROJECTS AND STUDIES • Cadia East Panel Cave 2 ramp up continued • Lihir Pit Optimisation Pre-feasibility Study completed • Wafi-Golpu Stage 1 Feasibility and Stage 2 Pre-feasibility studies progressed BALANCE SHEET • Leverage ratio of 1.6x at 30 June 2016 • Gearing of 22.8% at 30 June 2016 • Cash and undrawn committed debt facilities at 30 June 2016 of approximately US$2,458 million 1. For this reference and other references to non‑IFRS financial measures throughout this annual report, refer to the information in the Operating and Financial Review in the Directors’ Report regarding non‑IFRS financial measures. 2. Statutory profit is profit after tax attributable to owners of the Company. 3. EBITDA is ‘Earnings before interest, tax, depreciation, amortisation and significant items’. EBIT is ‘Earnings before interest, tax and significant items’. EBITDA and EBIT are used to measure segment performance and have been extracted from Note 4 ’Segment Information’ on page 101. NEWCREST MINING LIMITED ANNUAL REPORT 2016 5 GROUP GOLD PRODUCTION THOUSAND OUNCES UNDERLYING PROFIT(1)(2) FY12 FY13 FY14 FY15 FY16 2,286 2,110 2,396 2,423 2,439 FY12 FY13 FY14 FY15 FY16 GROUP COPPER PRODUCTION THOUSAND TONNES EBIT(1)(2) FY12 FY13 FY14 FY15 FY16 76 80 86 97 83 FY12 FY13 FY14 FY15 FY16 US$ MILLION 1,112 459 393 424 323 US$ MILLION 1,632 765 748 811 594 CASH FLOWS FROM OPERATING ACTIVITIES(1)(2) US$ MILLION FY12 FY13 FY14 FY15 FY16 FREE CASH FLOW(1)(2) FY12 FY13 FY14 FY15 FY16 1,781 1,148 965 1,280 1,241 US$ MILLION (1,062) (1,484) 136 854 814 1. Comparative information, previously reported in Australian dollars, has been restated into US dollars following the change to a US dollar presentation currency. 2. Comparative 2013 information has been restated to reflect the adoption of Interpretation 20 – Stripping Costs in the Production Phase of a Surface Mine. FY16 RESULTS AT A GLANCE(1) Gold produced Copper produced Realised gold price Realised copper price Average exchange rate Sales revenue EBITDA(2) EBIT(2) Statutory profit / (loss)(3) Underlying profit(2)(4) Cash flow from operating activities Capital expenditure Return on capital employed (ROCE)(5) Net debt to EBITDA(6) Gearing (Net Debt/Net Debt and Equity)(2)(7) Interim and Final Dividend 12 months to 30 June 2016 12 months to 30 June 2015 % Change (ounces) (tonnes) (US$ per ounce) (US$ per pound) (AUD:USD) (US$ million) (US$ million) (US$ million) (US$ million) (US$ million) (US$ million) (US$ million) (percent) (times) (percent) US cents per share 2,438,994 83,070 1,166 2.21 0.7285 3,295 1,292 594 332 323 1,241 471 6.2 1.6 22.8 7.5 2,422,568 96,816 1,221 2.89 0.8388 3,604 1,385 811 376 424 1,280 471 7.8 2.1 29.3 0 1 (14) (5) (24) (13) (9) (7) (27) (12) (24) (3) 0 (21) (24) (22) – 1. Comparative information, previously reported in Australian dollars, has been restated into US dollars following the change to a US dollar presentation currency. 2. EBIT, EBITDA, Underlying profit and Gearing are non‑IFRS financial information and have not been subject to audit by the Company’s external auditor. Refer to the information in the Operating and Financial Review in the Directors' Report regarding non‑IFRS financial measures. 3. Statutory profit / (loss) is profit / (loss) after tax attributable to owners of the parent. 4. Underlying profit is profit after tax before significant items attributable to owners of the parent. Refer to page 60 for further details. 5. Return on Capital Employed is calculated as EBIT divided by average capital employed. 6. Net debt to EBITDA is calculated as net debt divided by EBITDA. 7. Gearing is calculated as net debt to net debt and equity. For further details refer to page 59. 6 Chairman’s Report Newcrest’s improvement in financial strength is the result of the operational discipline, energy and efforts applied by our employees and contractors over the last two years. During the year, Non-Executive Directors Tim Poole and Vince Gauci retired, and Xiaoling Liu and Roger Higgins joined the Board. In August 2016, I announced the resignation of long-serving Non-Executive Director, Richard Knight, from the Board, and the appointment of Vickki McFadden as an independent Non-Executive Director, effective 1 October 2016. Vickki is a highly experienced company director and I commend her to you at the 2016 Annual General Meeting. She will bring valuable financial skills to the Newcrest Board, honed by her experience in investment banking and her roles on audit committees. Vickki’s appointment reflects our ongoing commitment to the renewal of Board skills and experience. I extend my deep appreciation to Richard Knight for the valuable counsel and technical expertise he has brought to the Board throughout his eight years of service. We recognise the importance of, and work hard to create and maintain, productive and mutually beneficial relationships with host communities and governments where we operate. I would like to thank them for working with us to create value and deliver positive outcomes for all stakeholders. Newcrest’s improvement in financial strength is the result of the operational discipline, energy and efforts applied by our employees and contractors over the last two years, and I would like to thank them for helping Newcrest to deliver on its commitments. Newcrest is one of the lowest-cost gold producers in the world, with among the largest resource base of any of the gold majors, some excellent near-term organic growth opportunities, and a growing pipeline of longer-term prospects. The Board feels confident about the outlook for the company in the years ahead and I thank our shareholders for their ongoing support as we build on the progress that we have made. PETER HAY CHAIRMAN I am pleased to present our annual report for the 2016 financial year, which details the significant progress made over the past year to strengthen Newcrest’s safety and operational performance and financial position. We were deeply saddened by two fatalities during the course of the year. It is completely unacceptable to the Board and the Executive Committee that anyone should lose their life at work, and we commissioned a root and branch review of our safety culture and systems during the year to inform strategies to eliminate further fatalities. The resulting comprehensive safety transformation plan is being deployed as fully and swiftly as possible. The early indicators, including our latest Total Recordable Injury Frequency Rate, are encouraging. It will take some time before we can claim to have achieved the step change we are striving for but we are resolute in our goal to eliminate fatalities and life-altering injuries from our business. The intensive efforts of management and staff to improve the company’s operational performance, increase efficiencies and create value are continuing to bear fruit, with all our sites – led by Cadia and Lihir – generating positive free cash flow before tax in FY16. These efforts have delivered a statutory profit of US$332 million and an underlying profit of US$323 million. This was achieved against the backdrop of average realised prices for gold and copper being lower in FY16 than the prior year, and despite unplanned interruptions at our Gosowong and Cadia operations. The free cash flow generated by the business has enabled the company to lower its net debt by a further US$782 million (27 percent) to US$2.1 billion by the end of June 2016 – approximately half its peak level of US$4 billion as at 31 December 2013. Our leverage and gearing ratios at the end of the financial year were within the target ranges we specified at the start of the financial year. Having regard to our improved debt position and profitability, and after considering our capital requirements and market conditions, the Board has determined to pay a US 7.5 cent per share dividend. This reflects our confidence in Newcrest’s financial health and outlook for the year ahead. Subject to market and operating conditions, we will continue to use our free cash flow to reduce net debt to provide greater financial strength, fund profitable growth opportunities and provide returns to our shareholders. Managing Director’s Review NEWCREST MINING LIMITED ANNUAL REPORT 2016 7 More than two years into our business transformation journey at Newcrest, the foundations that we have laid for improved safety, operational and financial performance, and culture change are delivering results. Safety is the first pillar of our business improvement plan and FY16 was a year of significant change. Within the first three months of FY16 we experienced two fatalities – one at our Hidden Valley joint venture operation and one at our Cadia operation. In response, we conducted a comprehensive review with assistance from external experts into what we needed to do differently in order to keep people safe from fatalities and life-altering injuries. The safety review resulted in the establishment of our Safety Transformation Plan, built around three focus areas: strengthening our safety leadership and behaviours (a programme we call NewSafe); implementing life-saving critical controls management for every high risk task; and applying robust process safety management systems to our high-energy and toxic processes. Not yet twelve months into the delivery of the Safety Transformation Plan, the difference across our operations is evident through the hundreds of positive safety interventions and completion of safety actions and initiatives taking place among teams every day. We will not be satisfied with our performance until we have eliminated fatalities and life-altering injuries from our business for good, and our focus on this will be unrelenting over the year ahead. Progress on the second pillar of our business transformation – being improved operational and financial performance – was driven by a continued focus on safe cash generation, operational discipline and profitable growth. Our Edge improvement programme remains ongoing and is a major driver of sustaining the mindset, initiatives and intensity that has been fundamental to our stronger performance over the past few years. Despite challenges at both our Gosowong and Cadia operations, we achieved our Group production guidance for the third consecutive year, lowered our All-in Sustaining Cost to US$762 per ounce and generated US$814 million in free cash flow. These achievements were the result of the many operational improvements and value generation initiatives being implemented across the business through our Edge improvement program. Especially pleasing is the excellent progress that has been made by our Lihir operation over the past year as a result of its Edge initiatives, including debottlenecking the plant and improving efficiencies. In the 2016 financial year, this resulted in Lihir achieving a record annual grinding throughput of 12.1 million tonnes and record annual gold production under Newcrest ownership of 900,000 ounces. We now have our eyes firmly set on safely achieving our next target of a sustainable grinding rate of 13 million tonnes per annum by the end of December 2016. Our low-cost Cadia operation achieved a good result considering the main Concentrator 1 SAG mill was offline for five weeks in the first half of the year. The ramp-up of ore production from our Cadia East mine continued successfully, with the higher-grade ore from this asset – the largest underground mine in Australia – replacing ore from the Ridgeway mine which entered care and maintenance in March 2016. In February 2016 we experienced a fall of ground at the Kencana mine at our Gosowong operation. The event trapped one of our employees underground and led to the suspension of mining operations at both of our Gosowong mines. The whole workforce, as well as our industry peers, partners, suppliers and government agencies, rallied behind the rescue effort in a magnificent display of care and co-operation, and we were able to rescue him after eight days underground. The impact of this geotechnical event has resulted in a revised mining sequence and method at Kencana. We now expect that the combined ore output from both Gosowong mines in FY17 will be at approximately three-quarters of the levels previously achieved prior to the geotechnical event. Three years of improving efficiencies, driving down our costs, focussing on cash generation, and reducing debt has put us in a strengthened financial position, which in turn supports our pursuit of profitable growth opportunities. Our growth options include our internal, near-term prospects – such as potentially adding more processing capacity to our Cadia plant, further potential increases in throughput and recoveries at Lihir, and progressing the special mining lease application at the attractive Golpu copper-gold deposit in Papua New Guinea. In addition, we are building our growth pipeline through our global exploration program and participation in early stage projects. The third pillar of our business transformation is people. Our Executive Committee was strengthened during the year. To assist our pursuit of profitable growth, we appointed Michael Nossal as Chief Development Officer in July 2015. In recognition of the importance of mutually beneficial relationships with government and communities to our long-term success, we also appointed Ian Kemish to the role of Executive General Manager of Public Affairs and Social Performance in May 2016. More broadly, we have seen our organisational health – which is a measure of how effectively our people work to get things done across 39 different practices – improve from the bottom quartile in 2014, to the third quartile in 2015 and now to the second quartile in 2016, compared with the 750 companies in the survey. The seven practices that Newcrest has selected to be excellent at are employee involvement, personal ownership, shared vision, operational discipline, bottom-up innovation, inspirational leaders, and talent development. As we look to the future, I am energised by what has been achieved over the past year across our three key transformation pillars – safety, operational performance and people – and by the tremendous potential that remains for Newcrest. We have the foundations for a world-class safety culture, the operational mindset and skill to safely maximise the cash generation potential of our assets, and a commitment to the people practices that will drive and sustain high-performance. I would like to thank all our people at Newcrest for their efforts and dedication over the past year, and our partners and suppliers who have worked with us on the improvement journey. I look forward to working together in the year ahead to ensure Newcrest continues to realise its mission of delivering superior returns from finding, developing and operating gold/copper mines. SANDEEP BISWAS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER 8 Value Proposition Large Gold Reserves 1. Reserve life is indicative and calculated as proven and probable gold reserves (contained metal) as at 31 December 2015 divided by gold production for the 12 months ended 30 June 2016. The reserve life calculation does not take into account gold recovery rates and therefore estimates of reserve life do not necessarily equate to operating mine life. The size of the circles are not to scale and illustrative only. With an estimated 69 million ounces of gold Ore Reserves(1), Newcrest’s Reserve Life was approximately 28 years at 30 June 2016. One of the most important aspects of any gold mining company is having a lot of gold in the ground. Newcrest is in the enviable position of having one of the largest group gold Ore Reserves of any company in the world. With an estimated 69 million ounces of gold and 11 million tonnes of copper Ore Reserves(1), Newcrest’s Reserve Life was approximately 28 years at 30 June 2016. Newcrest also has significant gold and copper Mineral Resources. This reserve and resource base provides a platform for strong ongoing production for Newcrest, particularly at Cadia, Lihir and the Golpu Project, all of which have the potential for over 30 years of further mine life. Importantly, it also provides the opportunity for our exploration, studies and projects teams to find, study and develop new opportunities to extend the production capacity into the future. 1. See page 30 of this Annual Report. Reserve Life by mineFY16 ASIC Margin(90)20405075240405570735900CADIALIHIRGOSOWONG& BONIKROHIDDEN VALLEYTELFERResourcesReservesResourcesReserves3010NAMOSIDEVELOPMENT OPPORTUNITIES: WAFI-GOLPU / NAMBONGA Value Proposition Low Cost Producer NEWCREST MINING LIMITED ANNUAL REPORT 2016 9 CADIA World Class Costs AISC in FY16 of US$274/oz Owner’s mindset People capabilities $ Upfront investment in asset Learnings and innovation Use of Block Cave technology Having a lot of gold is important, but equally important is being able to produce the gold at a low cost. Over the last 3 years, Newcrest has been able to reduce its All-In Sustaining Cost per ounce by 41.8% to US$762 for FY16. This was led by Newcrest’s two largest assets being Cadia – at US$274 AISC per ounce – and Lihir at US$830 AISC per ounce in FY16. The reduction in AISC per ounce has been driven by operational discipline, a greater focus on cash generation, and the realisation of the investment put into these mines in the past. Exchange rates and energy prices have also been favourable. The Edge programme has been embedded into the organisation, with personal ownership and bottom-up innovation leading to productivity improvements and cost reductions. Being a low cost producer has provided two key benefits for Newcrest shareholders: • improvement in AISC per ounce has enabled Newcrest to generate US$814 million in free cash flow in FY16; and • an ability to generate value and free cash flow even in a lower gold price environment Newcrest will continue to focus on optimising its cost base over the coming years. Our Edge A high performance, no-nonsense culture focussed on: • Safety • Operational Discipline • Cash • Profitable Growth We deliver on our commitments Reserve Life by mineFY16 ASIC Margin(90)20405075240405570735900CADIALIHIRGOSOWONG& BONIKROHIDDEN VALLEYTELFERResourcesReservesResourcesReserves3010NAMOSIDEVELOPMENT OPPORTUNITIES: WAFI-GOLPU / NAMBONGA 10 Value Proposition Delivering on Commitments PRODUCTION GOLPU • Achieved group production guidance • Updated market on Golpu Feasibility Study LIHIR EXPLORATION • Achieved sustainable grinding mill • Continued to seek value creation through throughput of 12mtpa exploration and project entry CADIA FINANCIAL METRICS $ • Continued to ramp up Cadia East • Met all four target capital structure metrics TELFER FREE CASH FLOW & REPAY DEBT $ $ $ $ $ • Completed future options review • Generated free cash flow and reduced debt Newcrest recognises that a key to creating shareholder wealth is to deliver on commitments it has made to its shareholders and other stakeholders. In FY16, Newcrest made commitments related to production, costs, delivery of studies, operational performance and reviews and sought to meet internal capital structure metrics. Newcrest successfully delivered on these commitments. A key commitment for FY17 and beyond is improving Newcrest’s safety performance, with the objective of eliminating fatalities and life-altering injuries. LOW COST PRODUCER $ • Were one of the lowest cost gold producers Value Proposition Organic Growth NEWCREST MINING LIMITED ANNUAL REPORT 2016 11 Newcrest is focussed on maximising the profitable production potential of its existing assets and value adding exploration. Newcrest’s growth potential is focussed on i) increasing production at Cadia and Lihir; ii) the development of the Golpu project; and iii) exploration success. Cadia and Lihir have significant gold Ore Reserves and Newcrest is pursuing profitable increases in production at these sites. In FY16, this included significantly increasing the grinding throughput rate at Lihir to 12.1mtpa and continuing to ramp up production at the Cadia East mine at Cadia. These contributed to Lihir achieving record annual gold production under Newcrest ownership and Cadia maintaining its gold production even as the Ridgeway mine was placed on care and maintenance. Looking forward, Newcrest has set a target of achieving a sustainable 13mtpa grinding throughput rate by December 2016(1) at Lihir and is studying the potential for an increase in processing at Cadia to the permitted 32mtpa and beyond(2). Golpu, which Newcrest holds a 50% share in, is an exciting development opportunity that has the potential to be a low cost and long life mine. In August 2016, Newcrest submitted its Special Mining Lease application to the Mineral Resources Authority of Papua New Guinea. Looking longer term, Newcrest has developed a portfolio of low cost, early entry exploration opportunities and will look to assess each opportunity and progress those which show promise. This exploration effort is aimed at finding Newcrest’s mines of the future, and Newcrest will continue to invest in exploration as often the highest rate of return for shareholders comes from finding a new deposit in the ground. 1. Subject to operating and market conditions. This should not be construed as production guidance from the Company now or in the future. Potential production and throughput rates are subject to a range of contingencies which may affect performance. 2. Subject to receipt of all approvals and to market and operating conditions. 12 Value Proposition Exploration and Technical Capability Newcrest’s team includes people who have a proven track record of technical success across a range of specialities, providing Newcrest with a broad range of capabilities. To supplement this internal talent, Newcrest has entered into arrangements with a range of technically leading organisations – including suppliers and universities – to take advantage of new developments in mining technologies and techniques. Newcrest’s mines each have their own characteristics and challenges which has resulted in a pool of experience and talent that gives Newcrest the ability to develop, mine and process all types of gold orebodies. This includes mining styles such as open pit drill and blast, and underground block caving; panel caving; sub-level caving; stopping; and underhand cut and fill. Newcrest is very proud to be the first gold company to have developed and operated a deep underground block cave – at Ridgeway and Cadia East. This not only makes Cadia a highly profitable mine, it gives Newcrest the ability to maximise the potential of future deposits such as Golpu. In the exploration space, three of the Company’s six operations and two of its growth provinces are a direct result of Newcrest’s exploration activities, either through discovery or early-stage entry and resource drilling. Newcrest’s mines each have their own characteristics and challenges which has resulted in a pool of experience and talent that gives Newcrest the ability to develop, mine and process all types of gold orebodies. NEWCREST MINING LIMITED ANNUAL REPORT 2016 13 Value Proposition Financially Robust Newcrest’s dividend policy continues to balance financial performance and capital commitments with a prudent gearing level for the Company. Newcrest looks to pay ordinary dividends that are sustainable over time, having regard to its financial policy, profitability, balance sheet strength and reinvestment options in the business. In the past 24 months, Newcrest has reduced its net debt by US$1.6 billion, including approximately US$782 million in FY16. This has contributed to Newcrest being within the four internal financial policy parameters communicated to the market. This included: The improvement in Newcrest’s target financial metrics, together with Newcrest’s profitability and market conditions, has given the Board confidence to announce a final unfranked dividend of US 7.5 cents per share. • Newcrest sustaining an investment grade credit rating with both Moody’s and Standard & Poor’s; • A leverage ratio of 1.6 times at 30 June 2016; • A gearing ratio of 22.8% at 30 June 2016; and • Cash and committed undrawn bank facilities of approximately US$2,458 million at 30 June 2016 Newcrest has a long dated debt maturity profile. As at 30 June 2016 only US$170m was due to be repaid in the next five years. Therefore, subject to market and operating conditions, Newcrest has significant flexibility to maximise value for shareholders by further reducing net debt, returning cash to shareholders and capitalising on opportunities for profitable growth. IMPROVING AND NOW ACHIEVED ALL 4 KEY METRICS: CREDIT RATING At 30 June 2016 Newcrest was an Investment Grade corporate credit, as rated by Standard and Poor’s and Moody’s. LEVERAGE RATIO LIQUIDITY 2.7 2.1 1.6 TARGET FY14 FY15 FY16 2.5 2.4 1.7 TARGET FY14 FY15 FY16 Leverage Ratio Successfully Reduced below 2 Times Cash and committed undrawn bank facilities of at least US$1.0bn GEARING RATIO (Net Debt / Net Debt + Equity) FY16 23% Successfully lowered gearing ratio below 25% FY15 29% FY14 34% 14 Asset Overview CADIA 2016 STATISTICS MINING METHOD Mineral Resources – Gold+ Mineral Resources – Copper+ Ore Reserves – Gold+ Ore Reserves – Copper+ Total Mine Production Total Ore Milled Production – Gold Production – Copper All-in Sustaining Cost Free Cash Flow TELFER 2016 STATISTICS MINING METHOD Mineral Resources – Gold+ Mineral Resources – Copper+ Ore Reserves – Gold+ Ore Reserves – Copper+ Total Mine Production Total Ore Milled Production – Gold Production – Copper All-in Sustaining Cost Free Cash Flow LIHIR 2016 STATISTICS UNDERGROUND MINING METHOD 43 8.4 26 4.5 23,327 22,021 668,773 64,130 274 482 million ounces million tonnes million ounces million tonnes thousand tonnes thousand tonnes ounces tonnes US$ per ounce of gold US$ millions Mineral Resources – Gold+ Ore Reserves – Gold+ Total Mine Production Total Ore Treated Production – Gold All-in Sustaining Cost Free Cash Flow 57 28 20,213 12,093 900,034 830 307 OPEN PIT million ounces million ounces thousand tonnes thousand tonnes ounces US$ per ounce of gold US$ millions OPEN PIT AND UNDERGROUND million ounces million tonnes million ounces million tonnes thousand tonnes thousand tonnes ounces tonnes US$ per ounce of gold US$ millions 11 0.78 3.8 0.28 30,204 21,502 462,461 18,940 967 126 GOSOWONG 2016 STATISTICS MINING METHOD Mineral Resources – Gold+ Mineral Resources – Silver+ Ore Reserves – Gold+ Ore Reserves – Silver+ Total Mine Production Total Ore Milled Production – Gold Production – Silver All-in Sustaining Cost Free Cash Flow *100 percent (Newcrest share 75 percent) 1.6 2.6 0.76 1.1 484 479 197,463 290,530 935 48 UNDERGROUND million ounces million ounces million ounces million ounces thousand tonnes thousand tonnes ounces ounces US$ per ounce of gold US$ millions + Mineral Resources and Ore Reserves are as at 31 December 2015 NEWCREST MINING LIMITED ANNUAL REPORT 2016 15 BONIKRO 2016 STATISTICS MINING METHOD Mineral Resources – Gold+ Ore Reserves – Gold+ Total Mine Production Total Ore Milled Production – Gold All-in Sustaining Cost Free Cash Flow WAFI-GOLPU OPEN PIT MINING METHOD 1.4 0.54 12,923 2,510 137,696 941 44 million ounces million ounces thousand tonnes thousand tonnes ounces US$ per ounce of gold US$ millions Mineral Resources – Gold+ Mineral Resources – Copper+ Ore Reserves – Gold+ Ore Reserves – Copper+ *Newcrest share 50 percent POTENTIAL OPEN PIT AND UNDERGROUND million ounces million tonnes million ounces million tonnes 13 4.4 5.5 2.4 *100 percent (Newcrest share 89.9 percent) HIDDEN VALLEY 2016 STATISTICS MINING METHOD Mineral Resources – Gold+ Mineral Resources – Silver+ Ore Reserves – Gold+ Ore Reserves – Silver+ Total Mine Production Total Ore Milled Production – Gold Production – Silver All-in Sustaining Cost Free Cash Flow *Newcrest share 50 percent 2.1 38 0.78 13 4,477 1,728 72,566 1,331,310 1,255 10 million ounces million ounces million ounces million ounces thousand tonnes thousand tonnes ounces ounces US$ per ounce of gold US$ millions NAMOSI OPEN PIT MINING METHOD POTENTIAL OPEN PIT Mineral Resources – Gold+ Mineral Resources – Copper+ Ore Reserves – Gold+ Ore Reserves – Copper+ *Newcrest share 70.67 percent 5.4 5.3 3.7 3.5 million ounces million tonnes million ounces million tonnes Driving improvement through the Edge program, we continue to focus on safety, operational discipline, cash generation and profitable growth. XX% + Mineral Resources and Ore Reserves are as at 31 December 2015 16 Corporate Responsibility Safety The health and safety of our workforce is a priority for Newcrest. Our clear focus is on eliminating fatalities and life-altering injuries from our business, while striving to make continual progress on reducing all injuries and health impacts. We believe that a strong commitment to health and safety improvement will yield benefits for our workforce and for overall business performance. Tragically, during the financial year, two of our employees were fatally injured. In July 2015, an employee of the Hidden Valley Joint Venture was killed whilst operating a vehicle on a mine roadway, and in September 2015 a technician was killed while working underground at Cadia. The pain of these losses continues to be felt across Newcrest, and especially by those closest to the deceased. These fatalities are unacceptable and Newcrest’s Safety Transformation has been our overriding business imperative during the reporting period. Our Safety Transformation Plan was developed during 2015, supported by extensive independent investigations and reviews conducted across the Company, and aims to help us eliminate fatalities and life-altering injuries. The plan focusses on three key pillars: • a strong safety culture, • critical controls for every high-risk task, and • robust process safety management. NewSafe is the driving force behind our first pillar, a strong safety culture. It is about creating a workplace environment where we each choose to put safety first in everything we do for the benefit of ourselves and our work mates. Newsafe involves Newcrest employees and contractors by personally committing to a set of behaviours developed by our employees for our employees through leadership workshops and coaching in the field. The rollout and embedding of NewSafe continued at Telfer and Cadia throughout the year, with NewSafe launching in the Exploration Team in November 2015 and at Gosowong in February 2016. The engagement, involvement and leadership shown by all levels of the business in the safety journey has been inspirational. Safety is owned by the line and tailored for the mine site and department by the people who best understand the specific challenges they face, the front line employees. NewSafe will be introduced at Hidden Valley, Lihir and Bonikro in FY17. Three focus areas: The second pillar of our safety transformation is having critical controls for every high-risk task. During the reporting period, we introduced a formal Critical Control Management (CCM) system to provide a systematic approach to verify that the most important, life-saving controls are known, in place and working. Our CCM system involves three levels of structured, regular checks at the management, supervisor and operator levels. The first step in Newcrest’s rollout of CCM started in February 2016 and involved the training and coaching of managers and other front line leaders in how to undertake the first level of checks, System Verifications. These are conducted to ensure critical controls are established and healthy. At this level, department managers and above verify the management systems by reviewing individual critical controls in detail to ensure systems are properly designed and implemented. The second level of checks, Field Critical Control Checks, aim to verify the effectiveness of the critical controls in the field. Supervisors and above monitor high-risk tasks and major hazards to ensure critical controls are implemented effectively. We launched this part of the program in May 2016, at Telfer, Lihir, Gosowong and Cadia operations and with our Exploration Team. The third level of checks, Operator Critical Control Checks, will be rolled out in FY17. Between initial rollout in February 2016 and the end of the 2016 financial year more than 900 people across Newcrest had been trained in the CCM system, with more than 1,000 System Verifications and 7,800 Field Critical Control Checks completed. The third pillar, robust process safety management, aims to systematically and comprehensively manage the integrity and containment of high-energy and toxic processes to protect our people and the environment. It applies a technical, engineering-focussed approach which adopts robust engineering standards and controls across our operations. Together, these three pillars form the backbone of our plan. By channeling our efforts consistently and methodically into these three areas, we believe we will go a long way towards realising our vision for safety – the elimination of fatalities and life-altering injuries from our business. In April 2016, Newcrest updated its Safety and Health Policy. The updated Policy reflects our Safety Transformation Plan and is available on the Newcrest website. OUR SAFETY VISION Everybody going home safe and healthy every day MEASURE OF SUCCESS Zero fatalities and life-altering injuries 1. Build a stronger safety culture through NewSafe + 2. Critical controls for every high-risk task + 3. Robust process safety management Supported by the right systems and tools. NEWCREST MINING LIMITED ANNUAL REPORT 2016 17 “ NEWCREST CONTINUES TO MAKE SIGNIFICANT PROGRESS ON KEY SUSTAINABILITY OBJECTIVES. WE ALSO CONTINUE TO IMPLEMENT A WIDE RANGE OF SUSTAINABILITY AND COMMUNITY PROGRAMS FOCUSSING ON SAFETY AND HEALTH, ECONOMIC AND SOCIAL DEVELOPMENT, AND ENVIRONMENTAL MANAGEMENT.“ Sustainability We work closely with governments, communities, civil society organisations and other local stakeholders to ensure that Newcrest’s sustainability objectives and programs are aligned with local priorities and expectations. We know that sharing the benefits of mining with our host communities and managing the impacts from our mines is the right thing to do and this philosophy underpins Newcrest’s vision to be the Miner of Choice™. Newcrest continues to make significant progress on key sustainability objectives. We also continue to implement a wide range of sustainability and community programs focussing on safety and health, economic and social development, and environmental management. The Safety and Sustainability Committee, a committee of the Board, provides oversight of strategic safety, health, environment, and community aspects to complement the management activities of the Executive Committee in relation to sustainability programs. The health and safety of our workforce and the wellbeing of our neighbouring communities continues to be a core priority, and critical measure of our business success. As described earlier, our Safety Transformation Plan aims to help eliminate fatalities and life-altering injuries from our business. Programs with a focus on workforce health also continued across all sites aimed at monitoring and controlling potential occupational exposures and reducing the incidence of malaria and occupational diseases. Community development programs of a wide-ranging nature continue to be rolled out across all of our operating sites with a particular emphasis on fostering non-mine dependent economic activity and the development of community capacity for self-management. Newcrest’s commitment to the Voluntary Principles on Security and Human Rights (VPSHR) was further strengthened by the implementation of a Security and Human Rights Standard and the completion of a VPSHR Baseline Assessment of all overseas operations and projects. We have commenced and continue to progress addressing the recommendations from the baseline assessments. We also continue to be a member of the Extractive Industries Transparency Initiative (EITI), and support the EITI principles and reporting in the countries in which we operate. We continued our ongoing commitment to environmental performance focussing on revision of our environmental standards to drive consistent levels of performance at our sites regardless of global region, reviews on the management of our tailings storage facilities, assessments on the quality and completeness of our closure plans and renewal of our voluntary Cyanide Code certifications at Telfer and Gosowong. Further information about sustainability at Newcrest, including our 2015 Sustainability Report, can be found on our website at www.newcrest.com.au/sustainability. 18 Corporate Responsibility Diversity and Inclusion At Newcrest we are committed to building a diverse and inclusive workplace, where each of us contributes to our high performance, no-nonsense culture. We are particularly focussed on gender diversity and diversity in the local context of the sites and communities in which we operate. Diversity is about having a culture where differences in gender, ethnicity, religion, language, local customs, age, sexual preferences and physical abilities are respected and valued. We recognise that our different backgrounds and perspectives help us find better ways to: solve problems; attract and retain the best people; explore, develop and produce more gold safely and profitably; and help make Newcrest a better place to work. In 2016, Newcrest refreshed its Diversity and Inclusion framework. The framework outlines the key areas of focus over the next three years. These include: Inclusive work environment: building a work environment where people feel included; that is, where people are treated fairly and respectfully, their unique value is known and appreciated, they feel they belong and are connected to their workgroup/site. Gender diversity: building a diverse workforce; with a particular focus on lifting the representation of women across the organisation. Growing the pool of talented women and enabling them to reach their full potential is a key priority for Newcrest. Nationalisation: growing, developing and creating opportunities for career advancement for the national employees at Newcrest’s operations in PNG, Indonesia and CÔte d’Ivoire. Growing the talents of women and enabling them to reach their full potential is a key priority for Newcrest. Newcrest’s Diversity and Inclusion framework is supported through: HR and Remuneration Board Committee: Newcrest’s HR and Remuneration Board Committee actively supports and leads Newcrest’s diversity and inclusion agenda. Executive Committee (ExCo): the ExCo discusses diversity and inclusion on a regular monthly agenda, and provides guidance and input regarding the implementation of Newcrest’s Diversity and Inclusion framework. Diversity Policy: the Diversity Policy outlines how Newcrest seeks to create a diverse workforce, including treating employees fairly, setting measurable targets, ensuring legislative compliance and supporting diversity in all its communities. Workplace behaviour standard: Newcrest’s workplace behaviour standard promotes a workplace that is inclusive and free from discrimination, harassment, bullying and victimisation. Ensuring employees understand what is appropriate workplace behaviour, and encouraging them to speak up if they see inappropriate behaviour, supports Newcrest in building a positive and productive workplace environment. Flexible work practices standard: enables employees to adopt flexible work practices to support a range of professional and personal circumstances. DIVERSITY OF NEWCREST’S WORKFORCE As stated above, Newcrest continues to build the diversity of its workforce with a particular emphasis on gender and the ongoing increase in nationalisation of leadership positions within Newcrest’s operations in PNG, Indonesia and CÔte d’Ivoire. Across Newcrest, as at 30 June 2016 females comprised 11.6 per cent of all employees. PROPORTION OF WOMEN (ALL NEWCREST SITES) AS AT 30 JUNE 2016 Newcrest Mining (all sites) Board Senior Executives (defined as key management personnel) All employees (excluding Board and Senior Executives) Total no. of females 30 June 2016 Proportion of females (%) 30 June 2016 2 2 632 20.0 22.2 11.6 NEWCREST MINING LIMITED ANNUAL REPORT 2016 19 Newcrest remains committed to significantly improving the representation of women within its workforce. In accordance with the requirements of the Workplace Gender Equality Act 2012 (Act), Newcrest lodged its 2015–16 public report with the Workplace Gender Equality Agency (Agency). This report includes the workplace profile and the reporting questionnaire. Employees are able to access the report via Newcrest’s portal or can request to receive a hard copy. Employees and stakeholders are able to access the report via Newcrest’s website. In its Workplace Gender Equity report for 2016, Newcrest reported that 15.7 percent of its Australian workforce comprised women, compared with 14.3 percent for the previous reporting period. Newcrest remains committed to significantly improving the representation of women within its workforce. ASX EXTERNAL MEASURES – GENDER DIVERSITY The Board approved Newcrest’s second generation of gender diversity measures in 2014, which include targets to be achieved by 31 December 2016. The measures are intended to deliver a larger pool of women from which Newcrest can identify and develop future leaders. Increase the representation of women in management Levels 2–4 to a minimum of 16 percent by 31 December 2016: As at 30 June 2016, women in management accounted for 15.7 percent (73 women) of Newcrest’s Australian management Levels 2-4. The percentage of women has increased by 2.0 percent when compared with 30 June 2015. Newcrest will continue to identify innovative ways to attract, develop and progress women within the business and accelerate its performance under this measure. The Board has approved an updated target to increase the representation of women in management Levels 2 – 4 to at least 18% by 31 December 2017. Increase the proportion of women accessing programs aimed at accelerating development, by a minimum of 20 percent by 31 December 2016: As of December 2014, 17.9% of the accelerated development pool were females. The December 2015 talent review process was not completed as we reviewed our approach to development, focussing on how we identify individuals with leadership potential and the development we offer. The review indicated a need to improve our development processes. In FY16 focus on development has been with our Executive Committee and Site Leadership Teams, with the purpose to build the needed structure alignment and interaction to be high performing teams. Employees and stakeholders are able to access the report via Newcrest’s website. Newcrest’s plan is that, by 31 December 2016, all our women in management Levels 2-4 will have a development plan, and all our women in these roles will be included in our accelerated talent review program. In addition, we have a target of a minimum of 50 per cent of women in Level 3 and 4 roles to have completed, or be participating in, a leadership development program as at 31 December 2017. Increase the representation of women selected for the graduate program to a minimum of 40 percent by 31 December 2016: Newcrest has nine graduates employed on the Newcrest Graduate program. Female participation on the Newcrest Graduate Program stands at 44.4 percent. Newcrest continues to invest heavily in its Vacation and Scholarship programs. Newcrest will continue to identify ways to strengthen its people programs to accelerate Newcrest’s progress on its ASX diversity measures, while simultaneously building the capability of people leaders to proactively lead and leverage the benefits of diverse teams. 20 The Board GERARD BOND BComm, Graduate Diploma Applied Finance and Investment, Chartered Accountant, F Fin, 48 Finance Director and Chief Financial Officer Mr Bond was appointed to the Board as an Executive Director in February 2012, after joining Newcrest as Finance Director and Chief Financial Officer in January 2012. Skills, Experience and Expertise Mr Bond has experience in the global financial and resources industry with BHP Billiton, Coopers & Lybrand and Price Waterhouse. Prior to joining Newcrest, Mr Bond was with BHP Billiton for over 14 years where he held a number of senior executive roles in Europe and Australia, including in Mergers and Acquisitions, Treasury, as Deputy CFO of the Aluminium business, CFO and then Acting President of the Nickel business, and as BHP Billiton’s Head of Group Human Resources. SANDEEP BISWAS BEng (Chem) (Hons), 54 Managing Director and Chief Executive Officer Mr Biswas was appointed Managing Director and Chief Executive Officer effective 4 July 2014. He joined Newcrest in January 2014, as an Executive Director and Chief Operating Officer. Skills, Experience and Expertise Mr Biswas was previously Chief Executive Officer of Pacific Aluminium, a wholly owned subsidiary within the Rio Tinto group, which incorporated the bauxite, alumina, refining and smelting operations in Australia and New Zealand. He began his career with Mount Isa Mines, working in both Australia and Europe. Mr Biswas has also worked for Western Mining Corporation in Australia and Rio Tinto in Canada and Australia. He has experience in research, operations, business development and projects, across commodities including aluminium, copper, lead, zinc and nickel. Other Current Directorships /Appointments • Director of the Minerals Council of Australia PHILIP AIKEN AM BEng (Chemical), Advanced Management Program (HBS), 67 Independent Non-Executive Director Mr Aiken was appointed to the Board in April 2013. He is Chairman of the Safety and Sustainability Committee and a member of the Human Resources and Remuneration Committee and the Nominations Committee. Skills, Experience and Expertise Mr Aiken has extensive Australian and international business experience, principally in the engineering and resources sectors. He was Group President Energy BHP Billiton, President BHP Petroleum, Managing Director BOC/CIG, Chief Executive of BTR Nylex and Senior Advisor Macquarie Capital (Europe). Current Listed Directorships • Chairman of Aveva Group plc (from 2012) • Chairman of Balfour Beatty plc (from 2015) Former Listed Directorships (last three years) • Senior Independent Director of Kazakhmys plc (2008–2013) • Senior Independent Director of Essar Energy plc (2010–2014) • Director of Essar Oil Limited (a listed subsidiary of Essar Energy plc) (2010–2014) • Director of National Grid plc (2008–2015) PETER HAY LLB, FAICD, 66 Independent Non-Executive Chairman Mr Hay was appointed as Non-Executive Chairman of the Board in January 2014, after being appointed as a Non-Executive Director in August 2013. Mr Hay is also the Chairman of the Nominations Committee. Skills, Experience and Expertise Mr Hay has a strong background and breadth of experience in business, corporate law, finance and investment banking advisory work, with a particular expertise in relation to mergers and acquisitions. He has also had significant involvement in advising governments and government-owned enterprises. Mr Hay was a partner of the legal firm Freehills until 2005, where he served as Chief Executive Officer from 2000. Current Listed Directorships • Chairman of Vicinity Centres (from 2015) Other Current Directorships /Appointments • Director of Australian Institute of Company Directors (AICD) • Member of AICD Corporate Governance Committee • Member of the Australian Government Takeovers Panel Former Listed Directorships (last three years) • Director of GUD Holdings Limited (2009–2015) • Director of Novion Limited (2014–2015) • Director of Alumina Limited (2002–2013) • Director of Australia and New Zealand Banking Group Limited (2008–2014) • Director of Myer Holdings Limited (2010–2014) NEWCREST MINING LIMITED ANNUAL REPORT 2016 21 LADY WINIFRED KAMIT BA, LLB, 63 Independent Non-Executive Director Lady Kamit was appointed to the Board in February 2011. She is a member of the Human Resources and Remuneration Committee and the Safety and Sustainability Committee. Skills, Experience and Expertise Lady Kamit has extensive business experience and broad community knowledge of Papua New Guinea. She is currently a consultant at Gadens Lawyers in Port Moresby and was formerly a senior partner at that firm. Lady Kamit was a Director of Lihir Gold Limited from 2004 until 2010. Current Listed Directorships • Director of Steamships Trading Company Limited (from 2005) Other Current Directorships /Appointments • Director of ANZ Banking Group (PNG) Limited • Director of Post Courier Limited • Director of South Pacific Post Limited RICK LEE AM BEng (Chemical) (Hons), MA (Econ) (Oxon), FAICD, 66 Independent Non-Executive Director Mr Lee was appointed to the Board in August 2007. He is Chairman of the Human Resources and Remuneration Committee and a member of the Audit and Risk Committee. Skills, Experience and Expertise Mr Lee has extensive resources, banking, finance and international commercial experience. His previous senior executive roles include 16 years with CSR Limited and nine years as Chief Executive Officer of NM Rothschild Australia Limited. He is a former Chairman of the Australian Institute of Company Directors and C. Czarnikow Limited and is a former Non-Executive Director of CSR Limited. Current Listed Directorships • Chairman of Oil Search Limited (Director from 2012, Chairman from 2013) • Chairman of Ruralco Holdings Limited (from 2016) Former Listed Directorships (last three years) • Chairman of Salmat Limited (2002–2013) (Chairman from 2002, Lead Independent Director from 2013) • Deputy Chairman of Ridley Corporation Limited (2001–2013) (Director from 2001, Deputy Chairman from 2006) ROGER HIGGINS BE (Civil Engineering) (Hons), MSc (Hydraulics), PhD (Water Resources), Stanford Executive Program, FIEAust, FAusIMM, 65 Independent Non-Executive Director Dr Higgins was appointed to the Board in October 2015. He is a member of the Safety and Sustainability Committee. Skills, Experience and Expertise Dr Higgins brings extensive experience leading mining companies and operations, and has deep working knowledge of Papua New Guinea as a current Non-Executive Director and a former Managing Director of Ok Tedi Mining Limited in Papua New Guinea. In his most recent executive position, Dr Higgins served as Senior Vice President, Copper at Canadian metals and mining company, Teck Resources Limited. Prior to this role he was Vice President and Chief Operating Officer with BHP Billiton Base Metals Customer Sector Group working in Australia and also held senior positions with BHP Billiton in Chile. He also holds the position of Adjunct Professor with the Sustainable Minerals Institute, University of Queensland. Current Listed Directorships • Director of Minotaur Exploration Limited (from 2016) • Director of Metminco Limited (from 2013) Other Current Directorships/ Appointments • Director of Ok Tedi Mining Limited (Non-Executive Director from 2014, Managing Director 1997-2002) • Chairman of the International River Foundation (from 2014) Former Listed Directorships (last three years) • Blackthorn Resources Limited (2014) 22 The Board JOHN SPARK BComm, FCA, MAICD 67 Independent Non-Executive Director Mr Spark was appointed to the Board in September 2007. He is Chairman of the Audit and Risk Committee and a member of the Nominations Committee. Skills, Experience and Expertise Mr Spark has an extensive background in company reconstruction, accounting, profit improvement and financial analysis. He is a registered company auditor and former Managing Partner of Ferrier Hodgson, Melbourne. He is a former Director of ANL Limited, Baxter Group Limited and Macarthur Coal Limited and former Chairman of Ridley Corporation Limited. Former Listed Directorships (last three years) • Chairman of Ridley Corporation Limited (Director from 2008, Chairman from 2010–2015) XIAOLING LIU BEng (Extractive Metallurgy), PhD (Extractive Metallurgy), GAICD, FAusIMM, 60 Independent Non-Executive Director Dr Liu was appointed to the Board in September 2015. She is a member of the Human Resources and Remuneration Committee, the Safety and Sustainability Committee and the Audit and Risk Committee. Skills, Experience and Expertise Dr Liu has extensive executive experience in leading global mining and processing businesses. Her last executive role was as President and Chief Executive Officer of Rio Tinto Minerals based in Denver, where she ran integrated mining, processing and supply chain operations in the United States, Europe and Asia. Prior to her last executive role, Dr Liu held senior management and operational roles at Rio Tinto throughout her career including President – Primary Metal Pacific, Managing Director – Global Technical Services and General Manager Bell Bay Smelter. Current Listed Directorships • Director of Iluka Resources Limited (from 2016) Other Current Directorships/ Appointments • Director of Melbourne Business School (from 2016) VICKKI MCFADDEN BComm, LLB, 57 Independent Non-Executive Director Ms McFadden has been appointed as Non-Executive Director of the Board and a member of the Audit and Risk Committee effective from 1 October 2016. Skills, Experience and Expertise Ms McFadden has broad experience in finance and law and is an investment banker with considerable experience in corporate finance transactions, having served as Managing Director of Investment Banking at Merrill Lynch in Australia and as a Director and Principal of Centaurus Corporate Finance. Vickki has extensive experience in several roles as Member or Chairman of Audit Committees. Current Listed Directorships • Tabcorp Holdings Limited (from 2016, subject to receipt of necessary regulatory and ministerial approvals) Other Current Directorships /Appointments • Chairman of eftpos Australia Payments Pty Ltd (from 2016) • Director of Myer Family Investments Pty Ltd (from 2011) • President of the Australian Government Takeovers Panel (Member from 2008, President from 2013) • Member of the Advisory Board and Executive Committee of the UNSW Business School (from 2006) Former Listed Directorships (last three years) • Chairman of Skilled Group Limited (Director from 2005, Chairman from 2010–2015) • Director of Leighton Holdings Limited (2013-2014) NEWCREST MINING LIMITED ANNUAL REPORT 2016 23 “ MORE THAN TWO YEARS INTO OUR BUSINESS TRANSFORMATION JOURNEY AT NEWCREST, THE FOUNDATIONS THAT WE HAVE LAID FOR IMPROVED SAFETY, OPERATIONAL AND FINANCIAL PERFORMANCE, AND CULTURAL CHANGE ARE DELIVERING RESULTS.“ 24 Mineral Resources and Ore Reserves Newcrest Mining Limited releases its Annual Statement of Mineral Resource and Ore Reserve estimates and Explanatory Notes as of 31 December each year. The Statement for the period ending 31 December 2015 was released on 15 February 2016, and can be found on Newcrest’s website at www.newcrest.com.au. This section of the Annual Report includes relevant information set out in that Statement. Changes that have occurred in the six months ending 30 June 2016 due to mining depletion and other adjustments are noted below. For the purposes of the Annual Mineral Resources and Ore Reserves Statement as at 31 December 2015, Newcrest has completed a detailed review of all production sources. The review has taken into account updated long-term metal price, foreign exchange and cost assumptions, and mining and metallurgy performance to inform cut-off grades and physical mining parameters. This has resulted in the most marginal ounces being removed from the portfolio and these are reflected in changes to Mineral Resources and Ore Reserves. As at 31 December 2015, Group Mineral Resources are estimated to contain 140 million ounces of gold, 20 million tonnes of copper and 120 million ounces of silver. This represents a decrease of approximately 5.5 million ounces of gold (~4 percent), 0.8 million tonnes of copper (~4 percent) and 14 million ounces of silver (~10 percent), compared with the estimate as at 31 December 2014. The Group Mineral Resources estimates as at 31 December 2015 are set out in the Mineral Resource tables. Mineral Resources are reported inclusive of Ore Reserves. The Group Mineral Resources as at 31 December 2015 includes changes at numerous deposits following updated notional constraining shells and/or resource models. These include: • Estimated mining depletion of approximately 3 million ounces of gold, 0.1 million tonnes of copper and 3 million ounces of silver. • Decrease of the Golpu Mineral Resource by 0.8 million ounces of gold, 0.4 million tonnes of copper and 2 million ounces of silver in line with updated assumptions in the Golpu Stage One Feasibility Study and Golpu Stage Two Pre-Feasibility Study (refer to market release “Wafi-Golpu – Update on Stage One Feasibility and Stage Two Pre-Feasibility Studies” dated 15 February 2016 for more detail). • Decrease, post mining depletion, of the Lihir Mineral Resource by 0.4 million ounces of gold, as a result of an updated notional constraining shell. • Decrease, post mining depletion, of the Hidden Valley Mineral Resource by 0.4 million ounces of gold and 8 million ounces of silver following updated notional constraining shells. As at 31 December 2015, Group Ore Reserves are estimated to contain 69 million ounces of gold, 11 million tonnes of copper and 46 million ounces of silver. This represents a decrease of approximately 5.8 million ounces of gold (~8 percent), 0.8 million tonnes of copper (~7 per cent) and 28 million ounces of silver (~38 percent) compared with the estimate as at 31 December 2014. The Group Ore Reserves estimates as at 31 December 2015 are set out in the Ore Reserve tables. The Group Ore Reserves as at 31 December 2015 includes the following changes: • Estimated mining depletion of approximately 3 million ounces of gold, 0.1 million tonnes of copper and 3 million ounces of silver. • Decreases of the Golpu Ore Reserve of 0.7 million ounces of gold, 0.3 million tonnes of copper and 10 million ounces of silver in line with updated assumptions in the Golpu Stage One Feasibility Study and Golpu Stage Two Pre-Feasibility Study (refer to market release “Wafi-Golpu – Update on Stage One Feasibility and Stage Two Pre-Feasibility Studies” dated 15 February 2016 for more detail). Note that silver has been removed from the Golpu Ore Reserve as it is no longer considered to be at payable levels in the copper concentrate. • Decrease, post mining depletion, of the Cadia East Ore Reserve by 0.7 million ounces of gold, 0.3 million tonnes of copper and 2 million ounces of silver predominantly due to reconciliation of the actual cave shape compared to the Cadia East Feasibility Study prediction. • Removal of the Telfer Vertical Stockwork Corridor (VSC) Ore Reserve of 0.5 million ounces of gold and 0.05 million tonnes of copper, and removal of the remaining Bonikro Push-Back 5 Ore Reserve of 0.4 million ounces of gold as they are no longer considered economically mineable under current economic reporting assumptions. • Decrease, post mining depletion, of the Hidden Valley Ore Reserve by 0.7 million ounces of gold and 13 million ounces of silver due to updated pit design. Updated mining, metallurgical and long term cost assumptions were developed with reference to recent performance data. The revised long term assumptions include performance improvements consistent with changing activity levels at each site over the life of the operation and the latest study for each deposit. Long term metal prices and foreign exchange assumptions for Mineral Resources and Ore Reserves are set out below. Long Term Metal Price Assumptions Mineral Resource Estimates Gold – US$/oz Copper – US$/lb Silver – US$/oz Ore Reserve Estimates Gold – US$/oz Copper – US$/lb Silver – US$/oz Long Term Exchange Rate US$: AU$ Newcrest & MMJV 1,300.00 3.40 21.00 1,200.00 3.00 18.00 0.80 Changes from 31 December 2014 for Mineral Resources and Ore Reserves include a decrease in gold metal price assumption of US$50/oz and decreased silver metal price assumption of US$2/oz, while the copper metal price assumption remains unchanged. There has also been a decrease in the AUD:USD exchange rate assumption (to $0.80) with local currency assumptions (Indonesian Rupiah, PNG Kina, Côte d’Ivoire Franc) also updated. Long term metal price and exchange rate assumptions for the Morobe Mining Joint Ventures (MMJV) are now aligned to Newcrest assumptions. The Namosi Joint Venture (NJV) continues to use the joint venture agreed long term metal price and exchange rate assumptions unchanged from December 2014. NJV agreed metal price assumptions are US$ 1,350/oz gold and US$ 3.40/lb copper for Mineral Resources and US$ 1,250/oz gold and US$ 3.00/lb copper for Ore Reserves. Where appropriate, Mineral Resources are also spatially constrained within notional mining volumes based on metal prices of US$ 1,400/oz for gold and US$ 4.00/lb for copper. This approach is adopted to eliminate mineralisation that does not have reasonable prospects of eventual economic extraction from Mineral Resource estimates. The Annual Statement of Mineral Resources and Ore Reserves, 31 December 2015, has been prepared in accordance with the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code 2012). Information prepared and first disclosed under the JORC Code 2004 Edition and not related to a material mining project and which has not materially changed since last reported has not been updated. Mineral Resource and Ore Reserve estimates reported for the MMJV are based on Competent Persons’ statements provided by the MMJV and are quoted as Newcrest’s 50% interest. NEWCREST MINING LIMITED ANNUAL REPORT 2016 25 COMPETENT PERSON STATEMENT 1. The information in this Annual Report that relates to Mineral Resources and Ore Reserves has been approved by Mr K. Gleeson. Mr Gleeson is the Head of Mineral Resource Management and a full-time employee of Newcrest Mining Limited. He holds Newcrest shares and is entitled to participate in Newcrest’s executive equity long term incentive plan, details of which are included in Newcrest’s 2016 Remuneration Report. Replacement of Reserves and Resources depletion is one of the performance measures under recent long term incentive plans. He is a Member of The Australasian Institute of Mining and Metallurgy. Mr Gleeson has sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code 2012. Mr Gleeson consents to the inclusion of the Mineral Resources and Ore Reserves Statement and other references to Mineral Resource and Ore Reserves in this Annual Report in the form and context in which they appear. 2. The information in this Annual Report that relates to Mineral Resources or Ore Reserves as at 31 December 2015 has been extracted from the release titled “Annual Mineral Resources and Ore Reserves Statement – 31 December 2015” dated 15 February 2016 (the original release). Newcrest confirms that the form and context in which the competent person’s findings are presented have not been materially modified from the original release. 3. The information in this Annual Report that relates to changes in the Mineral Resources or Ore Reserves since 31 December 2015: a. for each of Gosowong Mineral Resources, Gosowong Ore Reserves and Cadia Valley and Marsden Mineral Resources, is based on and fairly represents information and supporting documentation prepared by the following Competent Persons: Rob Taube – Gosowong Mineral Resources, Stephen Guy – Cadia Valley and Marsden Mineral Resources and Mark Kaesehagen – Gosowong Ore Reserves; and b. for all other Mineral Resources or Ore Reserves, is based on and fairly represents information and supporting documentation prepared by the Competent Persons named in the Mineral Resources and Ore Reserves Tables extracted from the original release. Each of the Competent Persons referenced in paragraph (3) above, other than Mr G. Job, is a full-time employee of Newcrest Mining Limited or its relevant subsidiaries, and most hold options (and in some cases, shares) in Newcrest Mining Limited and are entitled to participate in Newcrest’s executive equity long term incentive plan, details of which are included in Newcrest’s 2016 Remuneration Report. Replacement of Reserves and Resources depletion is one of the performance measures of recent long term incentive plans. Mr Job is a full time employee of Harmony Gold Mining Company Limited, Newcrest’s joint venture partner in each of the MMJVs. All the Competent Persons referenced in paragraph (3) above are Members of The Australasian Institute of Mining and Metallurgy and / or The Australian Institute of Geoscientists, and have sufficient experience which is relevant to the styles of mineralisation and types of deposits under consideration and to the activity which they are undertaking to qualify as a Competent Person as defined in the JORC Code 2012. Each Competent Person, consents to the inclusion in this report of the matters based on their information in the form and context in which it appears. 26 Mineral Resources and Ore Reserves GOVERNANCE Newcrest has a policy for the Public Reporting of Exploration Results, Mineral Resources and Ore Reserves. This policy provides a clear framework for how Newcrest manages all public reporting of Exploration Results, Mineral Resources and Ore Reserves, ensuring compliance with the JORC Code 2012. This policy applies to all regulatory reporting, public presentations and other publicly released company information at both local (site) and corporate levels. Newcrest has in place a Resource and Reserve Steering Committee (RRSC). The role of the Committee is to ensure the proper functioning of Newcrest’s Resource and Reserves development activity and reporting. The Committee’s control and assurance activities respond to a four-level compliance process: 1. Provision of standards and guidelines, and approvals consequent to these; 2. Resources and Reserves reporting process, based on well-founded assumptions and compliant with external standards (JORC Code 2012, ASX Listing Rules); 3. External review of process conformance and compliance; and 4. Internal assessment of processes around all input assumptions. Updates to the Mineral Resource and Ore Reserve estimates at 31 December 2015 were completed in accordance with the RRSC governance and review process. This included reporting in compliance with the JORC Code 2012, training and endorsement of suitably qualified Competent Persons, independent external review of Mineral Resources and Ore Reserves at least every three years or where there is a material change and endorsement by the RRSC prior to release to the market. CHANGES SINCE 31 DECEMBER 2015 MINERAL RESOURCE AND ORE RESERVE STATEMENT Newcrest is not aware of any new information or data that materially affects the information contained in the Annual Mineral Resource and Ore Reserve Statement 31 December 2015 other than changes due to normal mining depletion and other adjustments that occurred during the six months ended 30 June 2016. These changes are summarised by province below. Newcrest’s Annual Statement of Mineral Resources and Ore Reserves is based upon a number of factors, including (without limitation) actual exploration and production results, economic assumptions (such as future commodity prices and exchange rates) and operating and other costs. No changes were made to those assumptions during the period to 30 June 2016. However, in preparing the Annual Statement of Mineral Resources and Ore Reserves for the period ended 31 December 2016, Newcrest proposes to review long-term foreign exchange rate, metal price and cost assumptions. There are also specific ongoing studies at Gosowong, Lihir, Telfer, and Cadia. At this stage, the impact that the assumption changes or outcomes of the ongoing studies will have on Newcrest’s Mineral Resources and Ore Reserves estimates for the period ending 31 December 2016 has not been determined. CADIA (NSW) Mineralisation recognised to date in the Cadia Province is porphyry related gold and copper, hosted in rocks of Ordovician age. Orebodies are typically large tonnage, low-grade gold with strong copper by-product and minor base metal associations. Minor molybdenum and silver mineralisation is also present. Ore is sourced by bulk mining methods from underground operations. Changes to Mineral Resources and Ore Reserves at Cadia since 31 December 2015 have only occurred in the two producing mines detailed below. Ridgeway Underground Ridgeway Underground is a large-scale underground mine using the block caving mining method (Ridgeway Deeps) below the former sub-level cave. Since 31 December 2015, both the Mineral Resource and Ore Reserves have been depleted by 0.02 million ounces of gold and less than 0.01 million tonnes of copper. The Ridgeway mine was placed on care and maintenance on 3 March 2016 following 15 years of operation. Timing of resumption of mine operations is yet to be confirmed. Cadia East Underground Cadia East is a low-grade, porphyry related gold and copper deposit with mining based on bulk underground extraction by panel caving methods. Commercial production from initial Panel Cave 1 (PC1) commenced in January 2013. Development and undercutting activities and bulk extraction continue in the second Panel Cave (PC2). Since 31 December 2015, both the Mineral Resource and Ore Reserve have been depleted by 0.45 million ounces of gold and 0.04 million tonnes of copper. TELFER (WA) Gold and copper mineralisation in the Telfer Province is intrusion related and occurs as higher-grade stratabound reefs, discordant veins and lower-grade bulk tonnage stockwork zones. The Telfer operation is comprised of open pit mining at both Main Dome and West Dome and underground mining at Main Dome. Open pit mining is a conventional truck and hydraulic excavator operation. Selective long hole open stope mining method is used for excavation of the high-grade reefs, while stockwork ore and waste are mined using sub level cave bulk mining method. Underground ore is hoisted to the surface via a shaft. Changes to Mineral Resources and Ore Reserves at Telfer since 31 December 2015 have only occurred in the two producing mines detailed below. Telfer Main Dome and West Dome Open Pits Open pit mining has continued at both Main Dome and West Dome open pits. Since 31 December 2015, both Mineral Resource and Ore Reserve have been depleted by 0.17 million ounces of gold and 0.01 million tonnes of copper. Telfer Underground The Telfer Underground comprises the operating SLC mine and selective high-grade reef mining. Since 31 December 2015, the Mineral Resource and Ore Reserve have both been depleted by 0.10 million ounces of gold and less than 0.01 million tonnes of copper. NEWCREST MINING LIMITED ANNUAL REPORT 2016 27 LIHIR (PNG) The Lihir Gold Mine is located on Niolam Island, 900 kilometres north-east of Port Moresby in the New Ireland Province of Papua New Guinea (PNG). Lihir is a volcanic sea mount that rises steeply from sea level to approximately 600 metres above sea level. The Luise Caldera, in which all of the known ore deposits are located, is on the east coast of the island. The Lihir Gold Mine consists of three linked open pits, Minifie, Lienetz and Kapit, that will be mined over the life of the project. Mining is by conventional open pit methods. Changes to Mineral Resources and Ore Reserves at Lihir since 31 December 2015 have occurred in both open pit and stockpiles and have comprised the depletion of 0.54 million ounces of gold. GOSOWONG (INDONESIA) Gosowong is located on Halmahera Island in North Maluku Province in the eastern part of the Republic of Indonesia. Gosowong is owned and operated by PT Nusa Halmahera Minerals, an incorporated joint venture between Newcrest (75 percent) and PT Aneka Tambang (25 percent). For the purpose of reporting Mineral Resources and Ore Reserves, Newcrest reports 100 percent of the assets. Economic mineralisation in the Gosowong province is low sulphidation epithermal veining containing high-grade gold and silver. Changes to Mineral Resources and Ore Reserves at Gosowong since 31 December 2015 have only occurred at the two producing mines detailed below. A geotechnical event at Kencana on 8 February 2016 led to suspension of mining at both Kencana and Toguraci. Kencana Underground At Kencana underground mining was suspended following a geotechnical event on 8 February 2016. Mining resumed at Kencana on 10 June 2016. The geotechnical event has resulted in a revised mining sequence and a move to cut and fill as the sole mining method to be employed at Kencana. The impact of this revised mining method on Mineral Resources and Ore Reserves is subject to on-going studies and has not been determined. Since 31 December 2015, the Mineral Resource has been depleted by 0.03 million ounces of gold and Ore Reserve has been depleted by 0.02 million ounces of gold. Toguraci Underground At Toguraci underground mining was suspended following the geotechnical event at Kencana on 8 February but recommenced on 12 April 2016. The impact on Mineral Resources and Ore Reserves of revised operating assumptions at Toguraci and continuing resource development and extensional drill programs is subject to on-going studies and has not been determined. Since 31 December 2015, the Mineral Resource and Ore Reserve have both been depleted by 0.03 million ounces. MOROBE MINING JOINT VENTURE (PNG) The Morobe Mining Joint Ventures (MMJV) are three 50:50 unincorporated joint ventures between subsidiaries of Newcrest and Harmony Gold Mining Company Limited. The joint venture interests are located in the Morobe Province of PNG and include the Hidden Valley Operation and Wafi-Golpu Project. The Hidden Valley Mine is located 90 kilometres south-west of Lae in the Morobe Province of PNG. Mineralisation is structurally controlled epithermal gold – silver stockwork veining hosted in granite and metasedimentary rocks. The Hidden Valley Mine consists of the Hidden Valley Kaveroi and Hamata open pits located approximately six kilometres apart. All strategic options are currently being considered, with one option of operations moving to processing of existing low grade stockpiles and reduced mining from Hamata open pit, in which case processing of existing low grade stockpiles can continue to approximately the end of FY17. The alternative option is a reinvestment in the mine which would see the full ore reserve mined until FY24. Hidden Valley Open Pits Changes to Mineral Resources and Ore Reserves at MMJV since 31 December 2015 have only occurred in the producing mine at Hidden Valley Kaveroi and Hamata open pits and low grade stockpiles. Since 31 December 2015 the Ore Reserve has decreased due to the updating of the economic assumptions, resource model and mining depletion by 0.06 million ounces of gold and increased by 0.6 million ounces of silver (50 percent terms). Since 31 December 2015 the Mineral Resource has decreased due to updating of the economic assumptions, resource model and mining depletion by 0.13 million ounces of gold and 1.5 million ounces of silver (50 per cent terms). CÔTE D’IVOIRE (WEST AFRICA) The Côte d’Ivoire operations and projects include Bonikro, Hiré and Dougbafla-East deposits, as well as various exploration tenements. Gold mineralisation is hosted in Proterozoic greenstone volcanic belts and occurs primarily in two modes: as structurally controlled shear zones, and as stockwork veining. Changes to Mineral Resources and Ore Reserves since 31 December 2015 have only occurred in the producing open pit mines at Hiré (Chapelle and Akissi-So) and low grade stockpiles. Since 31 December 2015 the Mineral Resource has been depleted by 0.08 million ounces of gold and the Ore Reserve has been depleted by 0.07 million ounces of gold. 28 Mineral Resources and Ore Reserves 2015 MINERAL RESOURCES AS AT 31 DECEMBER 2015 Dec-15 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-15 Total Resource Comparison to Dec-14 Total Resource Gold Mineral Resources (inclusive of Gold Ore Reserves) Competent Person Dry Tonnes (Million) Gold Grade (g/t Au) Dry Tonnes (Million) Gold Grade (g/t Au) Dry Tonnes (Million) Gold Grade (g/t Au) Dry Tonnes (Million) Gold Grade (g/t Au) Insitu Gold (Million Ounces) Dry Tonnes (Million) Gold Grade (g/t Au) Insitu Gold (million ounces) Operational Provinces Cadia East Underground Ridgeway Underground Other Total Cadia Province Main Dome Open Pit West Dome Open Pit Telfer Underground Other Total Telfer Province Lihir Gosowong (1) Bonikro (2) MMJV - Hidden Valley Operations (50%) (3) Ann Winchester 1.5 0.92 140 1.2 0.48 0.47 2,500 110 120 James Biggam Glenn Patterson-Kane Colin McMillan Paul Dunham Greg Job 20 – – – 87 – 9.8 1.7 0.41 – – – 42 170 83 0.44 2.2 610 – 0.81 1.1 3.4 20 39 0.41 0.56 0.38 0.89 0.65 1.5 2.9 2.2 13 1.6 1.6 360 41 39 0.077 0.36 31 4.4 120 0.76 1.8 1.2 0.34 0.38 0.40 0.39 0.71 1.5 1.1 2.1 8.4 2.7 1.4 2,800 150 310 62 170 110 4.9 820 4.1 32 42 0.40 0.51 0.43 0.74 0.65 1.5 1.3 2.2 12 1.4 1.6 Total Operational Provinces Non-Operational Provinces MMJV - Golpu / Wafi & Nambonga (50%) (3) Namosi JV (70.67%) (4) Marsden Paul Dunham/ Greg Job Vik Singh Ann Winchester Total Non-Operational Provinces Total Gold Mineral Resources – – – – – – 400 1,300 160 0.86 0.11 0.21 99 220 15 0.74 0.10 0.074 500 1,500 180 0.83 0.11 0.20 36 2.5 4.2 43 1.5 3.6 5.7 0.20 11 57 1.6 1.4 2.1 120 13 5.4 1.1 20 140 2,800 160 350 79 180 140 2.3 790 4.6 38 56 0.41 0.52 0.41 0.74 0.64 1.3 3.0 2.3 13 1.5 1.5 620 1,500 280 0.71 0.11 0.15 37 2.6 4.5 44 1.9 3.6 6.2 0.22 12 59 1.9 1.8 2.7 120 14 5.3 1.3 21 140 Dec-15 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-15 Total Resource Comparison to Dec-14 Total Resource Copper Mineral Resources (inclusive of Copper Ore Reserves) Competent Person Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Operational Provinces Cadia East Underground Ridgeway Underground Other Total Cadia Province Main Dome Open Pit West Dome Open Pit Telfer Underground Other O’Callaghans Total Telfer Province Ann Winchester 1.5 0.92 140 0.34 0.28 0.13 2,500 110 120 0.27 0.30 0.17 360 41 39 0.19 0.40 0.25 2,800 150 310 0.26 0.33 0.16 James Biggam 13 – – – – 0.10 – – – – 42 170 83 – 69 0.092 0.057 0.33 – 0.29 0.077 0.36 31 14 9.0 0.026 0.079 0.25 0.37 0.24 56 170 110 14 78 0.095 0.057 0.31 0.37 0.29 Total Operational Provinces Non-Operational Provinces MMJV - Golpu / Wafi & Nambonga (50%) (3) Namosi JV (70.67%) (4) Marsden Paul Dunham/ Greg Job Vik Singh Ann Winchester Total Other Provinces – Copper Total Copper Mineral Resources – – – – – – 340 1,300 160 1.1 0.34 0.40 88 220 15 0.71 0.41 0.19 430 1,500 180 1.0 0.35 0.38 Insitu Copper (million tonnes) Dry Tonnes (million) Copper Grade (% Cu) Insitu Copper (million tonnes) 7.4 0.49 0.49 8.4 0.053 0.10 0.35 0.052 0.22 0.78 9.2 4.4 5.3 0.67 10 20 2,800 160 350 0.26 0.33 0.18 74 180 140 16 78 0.089 0.062 0.28 0.33 0.29 560 1,500 280 0.85 0.35 0.29 7.5 0.52 0.63 8.6 0.066 0.11 0.40 0.053 0.22 0.85 10 4.7 5.3 0.83 11 20 NEWCREST MINING LIMITED ANNUAL REPORT 2016 29 Dec-15 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-15 Total Resource Comparison to Dec-14 Total Resource Silver Mineral Resources (inclusive of Silver Ore Reserves) Competent Person Dry Tonnes (million) Silver Grade (g/t Ag) Dry Tonnes (million) Silver Grade (g/t Ag) Dry Tonnes (million) Silver Grade (g/t Ag) Dry Tonnes (million) Silver Grade (g/t Ag) 2.5 – 1.6 0.61 – 2,600 3.4 0.60 22 400 0.76 0.40 12 3,000 4.1 0.57 20 20 38 30 1.1 34 40 29 Insitu Silver (million ounces) Dry Tonnes (million) Silver Grade (g/t Ag) Insitu Silver (million ounces) 55 2.6 38 95 3,000 4.6 0.58 22 55 3.2 56 27 49 110 – – 400 1.6 79 1.3 480 1.6 24 610 1.3 26 24 120 26 130 Operational Provinces Cadia Valley Operations Ann Winchester Gosowong (1) Colin McMillan MMJV - Hidden Valley Operations (50%) (3) Greg Job Total Operational Provinces Non-Operational Provinces MMJV - Golpu / Wafi (50%) (3) Paul Dunham/ Greg Job Total Silver Total Silver Mineral Resources Dec-15 Mineral Resources Polymetallic Mineral Resources (inclusive of Polymetallic Ore Reserves) Competent Person O’Callaghans Measured Indicated Inferred Total Polymetallic Mineral Resources Measured Indicated Inferred Comparison to Dec-14 Total Polymetallic Mineral Resources James Biggam James Biggam Tonnes Grade Contained Metal Dry Tonnes (million) Tungsten Trioxide Grade (% WO3) Zinc Grade (% Zn) Lead Grade (% Pb) Insitu Tungsten Trioxide (million tonnes) Insitu Zinc (million tonnes) Insitu Lead (million tonnes) – 69 9.0 78 – 69 9.0 – 0.34 0.25 0.33 – 0.34 0.25 – 0.55 0.15 0.50 – 0.55 0.15 – 0.27 0.073 0.25 – – 0.24 0.023 0.26 – – 0.38 0.013 0.39 – – 0.18 0.0066 0.19 – 0.27 0.24 0.38 0.18 0.073 0.023 0.013 0.0066 78 0.33 0.50 0.25 0.26 0.39 0.19 NOTE: Data is reported to two significant figures to reflect appropriate precision in the estimate and this may cause some apparent discrepancies in totals. (1) Gosowong (inclusive of Toguraci and Kencana) is owned and operated by PT Nusa Halmahera Minerals, an incorporated joint venture company (Newcrest 75%). The figures shown represent 100% of the Mineral Resource. (2) (3) (4) Bonikro is inclusive of mining and exploration interests in Côte d’Ivoire held by LGL Mines CI SA (Newcrest, 89.9%), LGL Exploration CI SA (Newcrest, 100%), LGL Resources CI SA (Newcrest 99.89%) and Newcrest Hiré CI SA (Newcrest 89.89%). The figures shown represent 100% of the Mineral Resource. MMJV refers to projects owned by the Morobe Mining unincorporated joint ventures between subsidiaries of Newcrest (50%) and Harmony Gold Mining Company Limited (50%). The figures shown represent 50% of the Mineral Resource. Namosi refers to the Namosi unincorporated joint venture, in which Newcrest has a 70.67% interest. The figures shown represent 70.67% of the Mineral Resource at December 2015 compared to 69.94% of the Mineral Resource at December 2014. 30 Mineral Resources and Ore Reserves 2015 ORE RESERVES AS AT 31 DECEMBER 2015 Dec-15 Ore Reserves Proved Reserve Probable Reserve Dec-15 Total Reserve Comparison to Dec-14 Total Reserve Competent Person Dry Tonnes (million) Gold Grade (g/t Au) Dry Tonnes (million) Gold Grade (g/t Au) Dry Tonnes (million) Gold Grade (g/t Au) Insitu Gold (million ounces) Dry Tonnes (million) Gold Grade (g/t Au) Insitu Gold (million ounces) Gold Ore Reserves Operational Provinces Cadia East Underground Ridgeway Underground Other Total Cadia Province Main Dome Open Pit West Dome Open Pit Telfer Underground Total Telfer Province Lihir Gosowong (1) Bonikro (2) MMJV - Hidden Valley Operations (50%) (3) Geoff Newcombe Ron Secis Steven Butt Darryl Dyason Daniel Moss Greg Job Total Operational Provinces Non-Operational Provinces MMJV - Golpu (50%) (3) Namosi JV (70.67%) (4) Pasqualino Manca Geoff Newcombe Total Non-Operational Provinces Total Gold Ore Reserves – – 23 20 – – 87 – 9.8 1.7 – – – – 0.30 0.41 – – 2.2 – 0.81 1,500 82 67 21 84 24 290 1.8 3.1 0.47 0.55 0.59 0.84 0.68 1.4 2.3 13 2.8 1,500 82 90 40 84 24 370 1.8 13 0.47 0.55 0.52 0.63 0.68 1.4 2.3 13 1.3 23 1.4 1.5 26 0.82 1.8 1.1 3.8 28 0.76 0.54 1,600 85 90 54 82 43 380 3.0 24 1.1 12 1.8 14 1.7 0.78 29 0.48 0.55 0.52 0.66 0.67 1.4 2.4 12 1.3 1.6 – – 190 940 0.91 0.12 190 940 0.91 0.12 59 5.5 3.7 9.2 69 230 930 0.86 0.12 25 1.5 1.5 28 1.1 1.8 1.9 4.8 29 1.1 1.0 1.5 65 6.2 3.6 10 75 Dec-15 Ore Reserves Proved Reserve Probable Reserve Dec-15 Total Reserve Comparison to Dec-14 Total Reserve Copper Ore Reserves Operational Provinces Cadia East Underground Ridgeway Underground Other Total Cadia Province Main Dome Open Pit West Dome Open Pit Telfer Underground O’Callaghans Total Telfer Province Competent Person Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Geoff Newcombe Ron Secis – – 23 13 – – – – – 0.14 0.10 – – – 1,500 82 67 0.27 0.29 0.15 1,500 82 90 0.27 0.29 0.14 21 84 24 47 0.084 0.058 0.28 0.28 34 84 24 47 0.091 0.058 0.28 0.28 Total Operational Provinces Non-Operational Provinces MMJV - Golpu (50%) (3) Namosi JV (70.67%) (4) Pasqualino Manca Geoff Newcombe – – – – 190 940 1.3 0.37 190 940 1.3 0.37 Total Non-Operational Provinces Total Copper Ore Reserves Insitu Copper (million tonnes) 4.2 0.23 0.13 4.5 0.031 0.049 0.067 0.13 0.28 4.8 2.4 3.5 5.9 11 Dry Tonnes (million) Copper Grade (% Cu) 1,600 85 90 0.29 0.28 0.14 49 82 43 49 0.081 0.059 0.30 0.28 230 930 1.2 0.37 Insitu Copper (million tonnes) 4.6 0.24 0.13 4.9 0.039 0.048 0.13 0.14 0.36 5.3 2.7 3.5 6.2 11 NEWCREST MINING LIMITED ANNUAL REPORT 2016 31 Dec-15 Ore Reserves Proved Reserve Probable Reserve Dec-15 Total Reserve Comparison to Dec-14 Total Reserve Competent Person Dry Tonnes (million) Silver Grade (g/t Ag) Dry Tonnes (million) Silver Grade (g/t Ag) Dry Tonnes (million) Silver Grade (g/t Ag) Insitu Silver (million ounces) Dry Tonnes (million) Silver Grade (g/t Ag) Insitu Silver (million ounces) Silver Ore Reserves Operational Provinces Cadia Valley Operations Gosowong (1) MMJV - Hidden Valley Operations (50%) (3) Total Operational Provinces Non-Operational Provinces MMJV - Golpu (50%) (3) Total Non-Operational Provinces Pasqualino Manca Total Silver Ore Reserves Dec-15 Ore Reserves Geoff Newcombe Darryl Dyason – – – – 1,600 1.8 0.62 19 1,600 1.8 0.62 19 Greg Job 1.6 20 11 34 13 32 – – – – – – 1,700 3.0 0.65 20 29 29 230 1.4 32 1.1 13 46 – – 46 35 1.9 28 64 9.9 10 74 Polymetallic Ore Reserves Competent Person O’Callaghans Proved Probable Total Polymetallic Ore Reserves Proved Probable Comparison to Dec-14 Total Polymetallic Ore Reserves Ron Secis Ron Secis Tonnes Grade Contained Metal Dry Tonnes (million) Tungsten Trioxide Grade (% WO3) Zinc Grade (% Zn) Lead Grade (% Pb) Insitu Tungsten Trioxide (million tonnes) Insitu Zinc (million tonnes) Insitu Lead (million tonnes) – 47 47 – 49 – 0.36 0.36 – – 0.71 0.71 – – 0.35 0.35 – – 0.17 0.17 – – 0.33 0.33 – – 0.16 0.16 – 0.35 0.71 0.35 0.17 0.35 0.17 49 0.35 0.71 0.35 0.17 0.35 0.17 Note: Data is reported to two significant figures to reflect appropriate precision in the estimate and this may cause some apparent discrepancies in totals. (1) Gosowong (inclusive of Toguraci and Kencana) is owned and operated by PT Nusa Halmahera Minerals, an incorporated joint venture company (Newcrest 75%). The figures shown represent 100% of the Ore Reserve. (2) (3) (4) Bonikro is inclusive of mining and exploration interests in Côte d’Ivoire held by LGL Mines CI SA (Newcrest, 89.9%), LGL Exploration CI SA (Newcrest, 100%), LGL Resources CI SA (Newcrest 99.89%) and Newcrest Hiré CI SA (Newcrest 89.89%). The figures shown represent 100% of the Ore Reserve. MMJV refers to projects owned by the Morobe Mining unincorporated joint ventures between subsidiaries of Newcrest (50%) and Harmony Gold Mining Company Limited (50%). The figures shown represent 50% of the Ore Reserve. Namosi refers to the Namosi unincorporated joint venture, in which Newcrest has a 70.67% interest. The figures shown represent 70.67% of the Ore Reserve at December 2015 compared to 69.94% of the Ore Reserve at December 2014. 32 Corporate Governance Statement The Board believes that adherence by Newcrest and its people to the highest standards of corporate governance is critical in order to achieve its vision. Accordingly, Newcrest has a detailed governance framework, which is regularly reviewed and adapted to developments in market practice and regulation. As at the date of lodgement of this Report, Newcrest’s governance framework complies with the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. Further information in relation to Newcrest’s governance framework is provided in the Corporate Governance Statement, which was lodged with ASX on the date of lodgement of this Annual Report and is available in the corporate governance section of the Newcrest website at http://www.newcrest.com.au/about-us/corporate-governance. The corporate governance section of the Newcrest website also provides further information in relation to Newcrest’s governance framework, including Board and Board Committee Charters and key policies. TABLE OF CONTENTS CONTENTS Directors’ Report Operating and Financial Review Letter from Chairmen and Remuneration Report Financial Statements Independent Auditor’s Report NEWCREST MINING LIMITED ANNUAL REPORT 2016 33 34 38 69 94 142 34 Directors’ Report The Directors present their report together with the consolidated financial report of the Newcrest Mining Limited Group, comprising Newcrest Mining Limited (‘the Company’) and its controlled entities (‘Newcrest’ or ‘the Group’), for the year ended 30 June 2016. DIRECTORS The Directors of the Company during the year ended 30 June 2016, and up to the date of this report are set out below. All Directors held their position as a Director throughout the entire year and up to the date of this report unless otherwise stated. Peter Hay Non-Executive Director and Non-Executive Chairman Sandeep Biswas Managing Director and Chief Executive Officer Gerard Bond Philip Aiken am Vince Gauci Roger Higgins Winifred Kamit Richard Knight Rick Lee am Xiaoling Liu Tim Poole John Spark Finance Director and Chief Financial Officer Non-Executive Director Non-Executive Director (retired from the Board on 29 October 2015) Non-Executive Director (appointed to the Board on 1 October 2015) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (appointed to the Board on 1 September 2015) Non-Executive Director (resigned from the Board on 30 July 2015) Non-Executive Director Subsequent to year end the following changes to the composition of the Board of Directors have been announced: • appointment of Vickki McFadden as a Non-Executive Director, effective from 1 October 2016; and • resignation of Richard Knight as a Non-Executive Director, effective from 16 August 2016. PRINCIPAL ACTIVITIES The principal activities of the Group during the year were exploration, mine development, mine operations and the sale of gold and gold/ copper concentrate. There were no significant changes in those activities during the year. CONSOLIDATED RESULT The profit after tax attributable to Newcrest shareholders (‘Statutory Profit’) for the year ended 30 June 2016 was US$332 million (2015: profit of US$376 million). Refer to the Operating and Financial Review for further details. The Operating and Financial Review forms part of this Directors’ Report. The financial information in the Operating and Financial Review includes non-IFRS financial information. Explanations and reconciliations of non-IFRS financial information to the financial statements are included in Section 6 of the Operating and Financial Review. DIVIDENDS The Directors have determined to pay an unfranked final dividend for the year ended 30 June 2016 of US 7.5 cents per share to be paid on 18 October 2016. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Group. FUTURE DEVELOPMENTS Refer to the Operating and Financial Review for information on likely developments and future prospects of the Group. SUBSEQUENT EVENTS Subsequent to year-end, the Directors have determined to pay an unfranked final dividend for the year ended 30 June 2016 of US 7.5 cents per share to be paid on 18 October 2016. The total amount of the dividend is US$57 million. This dividend has not been provided for in the 30 June 2016 financial statements. There have been no matters or events that have occurred subsequent to 30 June 2016 that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. OPTIONS The Company does not have any unissued shares or unissued interests under option as at the date of this report, nor has it granted, or issued shares or interests under, any options during or since the end of the year. NON-AUDIT SERVICES During the year, Ernst & Young (auditor to the Company), has provided other services in addition to the statutory audit, as disclosed in Note 34 to the financial statements. The Directors are satisfied that the provision of non-audit services provided by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that these non-audit services do not compromise the auditor’s independence, based on advice received from the Audit and Risk Committee, for the following reasons: • all non-audit services have been reviewed by the Audit and Risk Committee to ensure they did not impact the impartiality and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision- making capacity for the Company, acting as an advocate for the Company or jointly sharing economic risks and rewards. NEWCREST MINING LIMITED ANNUAL REPORT 2016 35 INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS Newcrest maintains a Directors’ and Officers’ insurance policy which, subject to some exceptions, provides insurance cover to past, present or future Directors, Secretaries and Executive Officers of the Group and its subsidiaries. The Company has paid an insurance premium for the policy. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the end of the financial year. REMUNERATION REPORT The Remuneration Report is set out on pages 69 to 92 and forms part of this Directors’ Report. INFORMATION ON DIRECTORS Details of the Directors’ qualifications, experience and special responsibilities are set out on pages 20 to 22. These details have been updated since 15 August 2016. AUDITOR INDEPENDENCE A copy of the Auditor’s Independence Declaration, as required by the Corporations Act 2001, is included after this report. CURRENCY All references to dollars in the Directors’ Report and the Financial Report are a reference to US dollars ($ or US$) unless otherwise specified. ROUNDING OF AMOUNTS Newcrest Mining Limited is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with that Instrument, amounts in the Directors’ Report and the Financial Report are rounded to the nearest million dollars except where otherwise indicated. ENVIRONMENTAL REGULATION AND PERFORMANCE The Managing Director reports to the Board on all significant safety, health and environmental incidents. The Board also has a Safety and Sustainability Committee which has oversight of the safety, health and environmental performance of the Group and meets at least four times per year. The Directors are not aware of any environmental incidents occurring during the 2016 financial year which would have a materially adverse impact on the overall business of the Group. The operations of the Group are subject to environmental regulation under the jurisdiction of the countries in which those operations are conducted, including Australia, Indonesia, Papua New Guinea, CÔte d’Ivoire and Fiji. Each mining operation is subject to particular environmental regulation specific to their activities as part of their operating licence or environmental approvals. Each of our sites are required to also manage their environmental obligations in accordance with our corporate environmental policies and standards. The environmental laws and regulations that cover each of our sites, combined with our policies and standards, address the potential impact of the Group’s activities in relation to water and air quality, noise, land disturbance, waste and tailings management, and the potential impact upon flora and fauna. The Group releases an annual Sustainability Report in accordance with the Global Reporting Initiative that details our activities in relation to management of key environmental aspects. The Group has a uniform internal reporting system across all sites. All environmental incidents, including breaches of any regulation or law, are assessed according to their actual or potential environmental consequence. Five levels of environmental incidents are tracked based on factors such as spill volume, incident location (onsite or offsite) and potential or actual environmental impacts. These levels include: I (insignificant), II (minor), III (moderate), IV (major) and V (catastrophic). Data on Category I incidents are only collected at a site level and are not reported in aggregate for the Group. The number of incidents reported in each category during the year is shown in the following table. In all cases, environmental authorities were notified of those events where required and remedial action undertaken. Category 2016 - Number of incidents 2015 - Number of incidents II 24 16 III 3 4 IV 0 0 V 0 0 36 Directors’ Report INFORMATION ON FORMER DIRECTORS Richard Knight Independent Non-Executive Director BSc (Mining Engineering), MSc (Mine Production Management), Chartered Engineer, FAICD, 75 Mr Knight was appointed to the Board in February 2008. He was a member of the Safety and Sustainability Committee. Mr Knight retired from the Board on 16 August 2016. Skills, Experience and Expertise Mr Knight has over 40 years varied experience across all phases of the mining industry and in a wide spread of jurisdictions around the world. He is a former Executive Director of North Limited, former President and Chief Executive Officer of Iron Ore Company of Canada and former Chief Executive Officer of Energy Resources Australia Limited. He is a former Director of OZ Minerals Limited, Zinifex Limited, St. Barbara Limited, Portman Limited, Northern Orion Resources Inc. and Asia Pacific Resources Ltd. Vince Gauci Independent Non-Executive Director BEng (Mining), 74 Mr Gauci was appointed to the Board in December 2008. He was a member of the Safety and Sustainability Committee and the Human Resources and Remuneration Committee. Mr Gauci retired from the Board on 29 October 2015. Skills, experience and expertise (1) Mr Gauci has more than 40 years’ experience in the global mining industry, culminating in his role as Managing Director of MIM Ltd. He is a former Chairman of Runge Limited and was a Non-Executive Director of Liontown Resources Limited and of Coates Hire Limited. Other Directorships/appointments (1) Chairman of the Broken Hill Community Foundation Tim Poole Independent Non-Executive Director BComm, CA, 47 Mr Poole was appointed to the Board in August 2007. He was a member of the Audit and Risk Committee, the Human Resources and Remuneration Committee and the Nominations Committee. Mr Poole resigned from the Board on 30 July 2015. Skills, experience and expertise (1) Mr Poole has more than 15 years’ experience as a director and chairman of ASX listed and unlisted companies across the financial services, infrastructure, aged care and resources industries. He was formerly Managing Director of Hastings Funds Management Limited, and Chairman of Asciano Limited. Listed Directorships (1) Chairman of Lifestyle Communities Limited (from 2007) Director of McMillan Shakespeare Limited (from 2013) Director of Japara Healthcare Limited (from 2014) Director of Aurizon Holdings Limited (from 2015) Other Directorships/appointments (1) Chairman of Westbourne Credit Management Limited Director of AustralianSuper Pty Ltd and Chairman of its investment committee (1) The information provided is as at the date of cessation as a Director of the Company. INFORMATION ON COMPANY SECRETARY AND DEPUTY COMPANY SECRETARY Francesca Lee General Counsel and Company Secretary BComm, LLB (Hons), LLM, Grad. Dip. CSP, AGIA, 60 Ms Lee joined Newcrest as General Counsel and Company Secretary in March 2014. She was General Counsel and Company Secretary of OZ Minerals Limited from 2008 until 2014, and its antecedent companies from 2003. Ms Lee has more than 30 years’ experience working across various senior legal and commercial roles within the mining industry including BHP Billiton, Rio Tinto Limited and Comalco Limited, including as General Manager Internal Audit and Risk at Rio Tinto Limited. She also spent several years as Vice President Structured Finance with Citibank Limited. Ms Lee was a member of the Australian Government Takeovers Panel from 2009 until March 2015. Claire Hannon Deputy Company Secretary BSc, LLB (Hons), Grad. Dip. App Fin, MAICD, 42 Ms Hannon joined Newcrest in January 2013 as Corporate Counsel in the legal team. She was appointed as an additional Company Secretary in August 2015. Prior to joining Newcrest, Ms Hannon worked as a lawyer in the Melbourne office of Ashurst and the London office of Clifford Chance, specialising in mergers and acquisitions and corporate law. NEWCREST MINING LIMITED ANNUAL REPORT 2016 37 DIRECTORS’ MEETINGS The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year were: Committees of the Board Director Directors’ Meetings Audit & Risk Human Resources & Remuneration Safety & Sustainability Nominations Special Board (1) Committees(1) Peter Hay Sandeep Biswas Gerard Bond Philip Aiken am Vince Gauci Roger Higgins Winifred Kamit Richard Knight Rick Lee am Xiaoling Liu Tim Poole John Spark A 8 8 8 8 4 6 7 8 8 6 1 8 B 8 8 8 8 4 6 8 8 8 6 1 8 A 1 – – – – – – – 6 4 1 6 B 1 – – – – – – – 6 4 1 6 A – – – 7 3 – 6 – 7 5 1 – B – – – 7 3 – 7 – 7 5 1 – A – – – 4 1 4 4 4 – 4 – – B – – – 4 1 4 4 4 – 4 – – A 4 – – 4 – – – – – – 1 3 B 4 – – 4 – – – – – – 1 3 A 10 10 2 – 1 – – 1 2 1 – 2 B 10 10 n/a – 1 – – 1 n/a 1 – n/a Column A - Indicates the number of meetings attended whilst a Director/Committee member. Column B - Indicates the number of meetings held whilst a Director/Committee member. (1) These are out of session Committee meetings and include meetings of the Board Executive Committee and other Committees established from time to time to deal with ad-hoc matters delegated to the relevant Committee by the Board. The membership of such special Committees may vary. Details of the functions and memberships of the Committees of the Board are presented in Newcrest’s Corporate Governance Statement. DIRECTORS’ INTERESTS As at the date of this report, the interest of each Director in the shares and rights of Newcrest Mining Limited were: Director Peter Hay Sandeep Biswas Gerard Bond Philip Aiken am Roger Higgins Winifred Kamit Richard Knight Rick Lee am Xiaoling Liu John Spark Number of Ordinary Shares 52,000 200,752 40,808 17,769 12,294 326 40,000 28,447 10,000 32,105 Nature of Interest Direct and Indirect Direct and Indirect Direct Indirect Indirect Indirect Indirect Indirect Indirect Direct and Indirect Number of Rights Over Ordinary Shares – 843,123(1) 297,290(2) – – – – – – – Nature of Interest – Direct Direct – – – – – – – (1) Represents Sandeep Biswas’ unvested performance rights granted pursuant to the Company’s 2014, 2015 and 2016 financial year Long Term Incentive plan. (2) Represents Gerard Bond’s unvested performance rights granted pursuant to the Company’s 2014, 2015 and 2016 financial year Long Term Incentive plan. This report is signed in accordance with a resolution of the Directors. Peter Hay Chairman 15 August 2016 Melbourne Sandeep Biswas Managing Director and Chief Executive Officer 38 Directors’ Report Operating and Financial Review To assist readers to better understand the financial performance of the underlying operating businesses of Newcrest, the financial information in this Operating and Financial Review includes non-IFRS financial information. Explanations and reconciliations of non-IFRS information to the financial statements are set out in section six. As reported to the market on 17 December 2015, Newcrest has changed its reporting (presentation) currency from Australian dollars to US dollars (US$) in the current financial year. All financial data presented in this Operating and Financial Review is quoted in US$ unless otherwise stated(1). 1. SUMMARY OF RESULTS FOR THE FULL YEAR ENDED 30 JUNE 2016(2) Key points • Statutory profit(3) of US$332 million and Underlying profit(4) of US$323 million • All-In Sustaining Cost(4) reduced by 2% to US$762 per ounce • EBITDA margin(4) improved by 2% to 39.2% • All-In Sustaining Cost margin(4) of US$404 per ounce • Free cash flow(4) of US$814 million • Gold production(5) of 2.439 million ounces, an increase of 1% • Copper production(5) of 83.1 thousand tonnes, a reduction of 14% • Net debt of US$2.1 billion, reduced by US$782 million (or 27%) since 30 June 2015 • Net debt to EBITDA(4) ratio improved to 1.6 times • Gearing reduced to 22.8% at 30 June 2016, down from 29.3% at 30 June 2015 • Final dividend of US 7.5 cents per share Highlights Revenue Statutory profit Underlying profit EBITDA Cash flow from operating activities Free cash flow Total equity Net debt Gearing Net debt to EBITDA EBITDA margin EBIT margin ROCE Interest coverage ratio Group production – gold – copper All-In Sustaining Cost All-In Sustaining Margin Realised gold price Realised copper price Average exchange rate Average exchange rate Closing exchange rate For the 12 months ended 30 June 3 4 4 4 4 4 4 4 4 4 4 US$m US$m US$m US$m US$m US$m US$m US$m % times % % % times oz t US$/oz US$/oz US$/oz US$/lb AUD:USD PGK:USD AUD:USD 2016 3,295 332 323 1,292 1,241 814 7,120 2,107 22.8 1.6 39.2 18.0 6.2 11.3 2,438,994 83,070 762 404 1,166 2.21 0.7285 0.3358 0.7426 2015 3,604 376 424 1,385 1,280 854 6,957 2,889 29.3 2.1 38.4 22.5 7.8 10.4 2,422,568 96,816 780 441 1,221 2.89 0.8388 0.3885 0.7680 Change Change % (309) (44) (101) (93) (39) (40) 163 (782) (6.5) (0.5) 0.8 (4.5) (1.6) 0.9 16,426 (13,746) (18) (37) (55) (0.68) (0.1103) (0.0527) (0.0254) (9%) (12%) (24%) (7%) (3%) (5%) 2% (27%) (22%) (24%) 2% (20%) (21%) 9% 1% (14%) (2%) (8%) (5%) (24%) (13%) (14%) (3%) NEWCREST MINING LIMITED ANNUAL REPORT 2016 39 Full year results Newcrest has continued to realise operational improvement across the business through the Group-wide program known as Edge, with a focus on safe production and processes, cash generation and profitable growth. The results of this program are most evident in the improved operational performance at Lihir during the year, and cost reductions and efficiency gains across the Group. These operational improvements have reduced the adverse impacts of lower commodity prices and higher depreciation charges in the current period. Statutory profit of US$332 million was US$44 million lower than the prior period. The current period Statutory profit included significant items with a net benefit of US$9 million, comprising a US$18 million profit on sale of a financial asset partially offset by a US$9 million net expense associated with the settlement and costs of a shareholder class action. Underlying profit in the current period of US$323 million was US$101 million lower than the prior period primarily reflecting lower realised US dollar gold and copper prices, the suspension of operations at Gosowong following a geotechnical event in February 2016, higher depreciation and lower copper volumes from Cadia and Telfer. This was partially offset by improved financial and operational performance at Lihir, positive impact on costs from the weakening of all key operating currencies against the US dollar, lower energy prices, and lower income tax expense compared to the prior period. The average realised gold price in the current year of US$1,166 per ounce was 5% lower than the prior period, while the average realised copper price of US$2.21 per pound was 24% lower. Gold production of 2.439 million ounces was 1% higher than the prior period and within the market guidance range of 2.4–2.6 million ounces. Record gold production volumes were achieved at Lihir due to higher milling rates and higher ore feed grades, and gold production at Bonikro also increased year on year. Gold production volume in the current period was adversely impacted by the suspension of operations at Gosowong from mid-February 2016 and lower ore feed grades at Telfer. Copper production of 83.1 thousand tonnes was 14% lower than the prior period due to lower production at Cadia and Telfer. Newcrest’s All-In Sustaining Cost of US$762 per ounce in the current period was US$18 per ounce or 2% lower than the prior period, reflecting lower unit operating costs (particularly from Lihir) as a result of cost and efficiency improvements partially offset by lower copper by-product credits and higher sustaining capital. Free cash flow of US$814 million was US$40 million lower than the prior period. All operations were free cash flow positive before tax with improved free cash flow generation from Lihir driven by record production and lower unit operating costs. The free cash flow performance of the Group enabled a US$782 million reduction in net debt during the period, delivering an improvement in Newcrest’s key target financial ratios. At 30 June 2016, Newcrest had a gearing ratio of 22.8% and a net debt to EBITDA ratio of 1.6 times, which compares favourably with gearing of 29.3% and a net debt to EBITDA ratio of 2.1 times as at 30 June 2015. 40 Directors’ Report Operating and Financial Review 1. SUMMARY OF RESULTS FOR THE FULL YEAR ENDED 30 JUNE 2016(2) (continued) Capital structure Newcrest’s net debt as at 30 June 2016 was US$2,107 million. Newcrest also had US$53 million of cash and US$2,405 million(6) in committed undrawn bank facilities (a total of US$2,458 million). Of those committed undrawn bank facilities, US$2,375 million (facility limit of US$2,400 million) were refinanced in May 2016 and have tenors expiring between May 2019 and June 2021. The remaining US$30 million committed undrawn bank facility (facility limit of US$50 million provided to PT Nusa Halmahera Minerals, a subsidiary entity) expires in January 2017 unless extended prior to expiry. During the current period, Newcrest repaid net US$950 million of senior unsecured bilateral bank debt as the Company prioritised the application of free cash flow to the reduction of debt, consistent with the achievement of its financial objectives. Newcrest’s financial objectives are to meet all financial obligations, maintain a strong balance sheet to withstand cash flow volatility, be able to invest capital in value-creating opportunities, and be able to return excess cash generated to shareholders. Newcrest looks to maintain a conservative level of balance sheet leverage. From a financial policy perspective, Newcrest looks to: • Target an investment grade credit rating throughout the cycle; • Maintain a leverage ratio (Net Debt to EBITDA) of less than 2.0 times; • Maintain a gearing ratio of below 25%; and • Maintain diverse funding sources, sizeable committed undrawn bank facilities and US dollar debt with an appropriate tenor having regard to the life of the Group’s assets. At 30 June the Group’s position in relation to these metrics was: Metric Credit rating (S&P/Moody’s) Leverage ratio (Net debt to EBITDA) (times) Gearing ratio Cash and committed facilities Policy ‘looks to’ Investment grade Less than 2.0 times Below 25% More than US$1bn 2016 2015 BBB-/Baa3 1.6 22.8% US$2.45bn BBB-/Baa3 2.1 29.3% US$2.42bn Dividend Newcrest’s dividend policy continues to balance financial performance and capital commitments with a prudent leverage and gearing level for the Company. Newcrest looks to pay ordinary dividends that are sustainable over time having regard to its financial policy, profitability, balance sheet strength and reinvestment options in the business. The Newcrest Board has determined that, having regard to the Company’s financial performance in the 2016 financial year and target financial metrics at year end, a final unfranked dividend of US 7.5 cents per share will be paid on 18 October 2016. The record date for entitlement is 22 September 2016. The financial impact of the dividend amounting to US$57 million has not been recognised in the Consolidated Financial Statements for the year. The dividend will be paid from conduit foreign income and will be exempt from withholding tax. The Dividend Reinvestment Plan remains in place. NEWCREST MINING LIMITED ANNUAL REPORT 2016 41 GUIDANCE (7), (8) Subject to market and operating conditions, Newcrest provides the following guidance for FY17(7): Production guidance for the 12 months ended 30 June 2017 (7) Cadia Telfer Lihir Gosowong Bonikro Hidden Valley (50%) Group production – gold – copper – gold – copper – gold – gold – gold – gold – gold – copper koz kt koz kt koz koz koz koz moz kt 730 – 820 ~65 400 – 450 ~20 880 – 980 220 – 270 120 – 145 50 – 60 2.40 – 2.65 80 – 90 Cost and Capital guidance for the 12 months ended 30 June 2017 (7), (8) US$m Cadia Telfer Lihir Gosowong Bonikro Hidden Valley Other Group All-In Sustaining Cost * Capital expenditure – Production stripping – Sustaining capital – Major projects (non-sustaining) Total Capital expenditure Exploration expenditure Depreciation and amortisation (including production stripping) 230–270 450–480 765–850 200–230 130–150 70–90 75–85 1,950–2,150 – 70–80 15–20 55–65 60–75 105–125 85–105 155–185 20–30 90–115 30–35 195–235 – 30–45 – 30–45 10–15 10–15 – 20–30 – ~5 – ~5 – ~15 85–110 300–340 20–30 35–45 165–200 550–650 60–80 680–740 * Production stripping and sustaining capital shown above are included in All-In Sustaining Cost Gold hedging On 5 May 2016, Newcrest announced that it had completed additional hedging of a portion of Telfer’s expected FY18 and FY19 gold sales. The total volume and prices hedged are as follows: Financial Year Ending 30 June 2016 30 June 2017 30 June 2018 30 June 2019 Total Gold Ounces Hedged 64,714 300,694 294,697 70,644 730,749 Average Price A$/oz 1,707 1,730 1,765 1,778 1,747 42 Directors’ Report Operating and Financial Review 1. SUMMARY OF RESULTS FOR THE FULL YEAR ENDED 30 JUNE 2016(2) (continued) Review of Operations (9) Operating Production Gold Copper Silver Sales Gold Copper Silver Financial Revenue EBITDA EBIT Net assets Free cash flow*(4) Capital expenditure AISC(4) AISC Margin koz kt koz koz kt koz US$m US$m US$m US$m US$m US$m US$m US$/oz US$/oz Cadia(5) Telfer Lihir Gosowong Bonikro Hidden Valley Other Group For the 12 months ended 30 June 2016 669 64 399 668 64 401 1,099 651 424 2,701 482 164 183 274 892 462 19 200 464 19 200 634 173 42 561 126 76 448 967 199 900 – 24 884 – 24 1,035 397 199 4,783 307 119 734 830 336 197 – 291 223 – 310 257 87 10 290 48 48 208 935 231 138 – 18 139 – 18 162 63 28 154 44 32 131 941 225 – – – – – – – (82) (100) (1,353) (203) 27 69 73 – 1,331 75 – 1,330 108 3 (9) (16) 10 5 94 1,255 (89) 2,439 83 2,264 2,454 83 2,283 3,295 1,292 594 7,120 814 471 1,867 762 404 * Free cash flow for ‘Other’ comprises net interest paid of US$137 million, income tax paid of US$28 million, corporate and other costs of US$70 million and capital and exploration expenditure of US$56 million, partially offset by proceeds from sale of the remaining Evolution Mining Limited shares of US$88 million. Cadia(5) Telfer Lihir Gosowong Bonikro Hidden Valley Other Group For the 12 months ended 30 June 2015 Operating Production Gold Copper Silver Sales Gold Copper Silver Financial Revenue EBITDA EBIT Net assets Free cash flow*(4) Capital expenditure AISC(4) AISC Margin koz kt koz koz kt koz US$m US$m US$m US$m US$m US$m US$m US$/oz US$/oz 667 74 521 679 75 538 1,278 733 542 2,914 488 233 134 203 1,018 520 23 321 518 24 321 794 278 234 697 225 43 410 791 430 689 – 17 692 – 17 844 135 (25) 4,951 126 87 799 1,156 65 332 – 411 332 – 427 414 214 116 411 187 34 239 719 502 120 – 19 114 – 19 138 62 33 162 42 15 84 738 483 – – – – – – – (50) (75) (2,197) (203) 28 75 95 – 893 98 – 920 136 13 (14) 19 (11) 31 140 1,424 (203) 2,423 97 2,181 2,433 99 2,241 3,604 1,385 811 6,957 854 471 1,881 780 441 * Free cash flow for ‘Other’ comprises net interest paid of US$143 million, income tax paid of US$23 million, corporate and other costs of US$66 million and capital and exploration expenditure of US$53 million, partially offset by proceeds from the partial sale of Evolution Mining Limited shares of US$82 million. NEWCREST MINING LIMITED ANNUAL REPORT 2016 43 (1) All prior period figures have been translated to US dollars using the following approach: • Income statements and Cash flows have been translated to US dollars using average exchange rates for the relevant period; • Assets and Liabilities have been translated to US dollars using the exchange rate as at the relevant balance dates; • Equity has been translated to US dollars using historical exchange rates. Further detail was provided in the Company’s 17 December 2015 Market Release entitled “Change in Reporting Currency”. (2) (3) (4) (5) (6) (7) (8) (9) All figures in this Report relate to businesses of the Newcrest Mining Limited Group (‘Newcrest’ or the Group’) for the 12 months ended 30 June 2016 (‘current period’) compared with the 12 months ended 30 June 2015 (‘prior period’), except where otherwise stated. All references to ‘the Company’ are to Newcrest Mining Limited. Statutory profit/(loss) is profit after tax attributable to owners of the Company. Newcrest’s results are reported under International Financial Reporting Standards (IFRS). This report also includes certain non-IFRS financial information, including the following: • • • ‘Underlying profit (loss)’ is profit or loss after tax before significant items attributable to owners of the Company. ‘EBITDA is ‘Earnings before interest, tax, depreciation and amortisation, and significant items’. EBIT is ‘Earnings before interest, tax and significant items’. ‘EBITDA Margin’ is EBITDA expressed as a percentage of revenue. ‘EBIT Margin’ is EBIT expressed as a percentage of revenue. • ROCE is ‘Return on capital employed’ and is calculated as EBIT expressed as a percentage of average total capital employed (net debt and total equity). • • Interest coverage ratio is calculated as EBITDA adjusted for facility fees and discount unwind on provisions, divided by net interest payable (interest expense adjusted for facility fees, discount unwind on provisions and interest capitalised). ‘AISC’ is All-In Sustaining Cost and ‘AIC’ is All-In Cost as per World Gold Council Guidance Note on Non-GAAP Metrics released June 2013. AISC Margin reflects the average realised gold price less the AISC per ounce sold. • Net debt to EBITDA is calculated as net debt divided by EBITDA. • • ‘Free Cash Flow’ is calculated as cash flow from operating activities less cash flow related to investing activities. Free Cash Flow for each operating site is calculated as Free Cash Flow before interest and tax. Underlying profit, EBIT, EBITDA, EBITDA Margin, EBIT Margin, Free cash flow, All-In Sustaining Cost, All-In Sustaining Cost Margin, All-In Cost, Sustaining capital and Major projects (non-sustaining) capital, ROCE and interest coverage ratio are non-IFRS financial measures which Newcrest employs in managing the business. They are used by Management to assess the performance of the business and make decisions on the allocation of resources and have been included in this report to provide greater understanding of the underlying financial performance of Newcrest’s operations. When reviewing business performance this non-IFRS information should be used in addition to, and not as a replacement of, measures prepared in accordance with IFRS. These measures have not been subject to audit or review by Newcrest’s external auditor. These measures do not have any standard definition under IFRS and may be calculated differently by other companies. Refer to section six for a reconciliation of non-IFRS measures to the most appropriate IFRS measure. For the 12 months ended 30 June 2016 production and sales volumes include 1,800 gold ounces and 206 tonnes of copper related to the pre-commissioning and development of the Cadia East project. For the 12 months ended 30 June 2015, the comparable volumes were 21,060 gold ounces and 2,102 tonnes of copper. Expenditure associated with this production and revenue from the sales are capitalised and not included in the operating profit calculations. Comprises undrawn bilateral bank debt facilities of US$2,375 million and an additional undrawn US$30 million bank loan facility. These materials include forward looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, “outlook” and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs. The Company continues to distinguish between outlook and guidance in forward looking statements. Guidance statements are a risk-weighted assessment constituting Newcrest’s current expectation as to the range in which, for example, its gold production (or other relevant metric), will ultimately fall in the current financial year. Outlook statements are a risk-weighted assessment constituting Newcrest’s current view regarding the possible range of, for example, gold production (or other relevant metric) in years subsequent to the current financial year. Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. Forward looking statements are based on the Company and its Management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or Management or beyond the Company’s control. Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based. The guidance stated assumes weighted average copper price of US$2.10 per pound, silver price of US$16.50 per ounce and AUD:USD exchange rate of 0.73 for FY17. All data relating to operations is shown as 100%, apart from Hidden Valley which is shown at Newcrest’s ownership percentage of 50%. Newcrest owns 75% of Gosowong through its holding in PT Nusa Halmahera Minerals, an incorporated joint venture. Bonikro includes mining and exploration interests in Côte d’Ivoire which are held by the following entities: LGL Mines CI SA (of which Newcrest owns 89.89%) and Newcrest Hire CI SA (of which Newcrest owns 89.89%). 44 Directors’ Report Operating and Financial Review 2. DISCUSSION AND ANALYSIS OF OPERATIONS AND THE INCOME STATEMENT 2.1. Profit overview Statutory profit was US$332 million and Underlying profit was US$323 million in the current period. The Statutory profit in the current period includes significant items (after tax and non-controlling interests) with a net benefit of US$9 million, comprising a US$18 million profit on sale of a financial asset partially offset by a US$9 million net expense associated with the settlement and costs of a shareholder class action. Underlying profit was US$101 million lower than the prior period primarily driven by lower realised gold and copper prices, the suspension of operations at Gosowong in February 2016, higher depreciation expense and lower copper sales volumes. This was partially offset by improved financial and operational performance at Lihir, positive impact on costs from the weakening of all key operating currencies against the US dollar, lower energy prices, and lower income tax expense compared to the prior period. For the 12 months ended 30 June Change Change% US$m Gold revenue Copper revenue Silver revenue Total revenue Operating costs Depreciation and amortisation Total cost of sales Corporate administration expenses Exploration Other income/(expense) Net finance costs Share of profit of associates Income tax expense Non-controlling interests Underlying profit 2016 2,857 403 35 3,295 (1,921) (680) (2,601) (79) (32) 11 (147) – (121) (3) 323 2015 2,946 621 37 3,604 (2,169) (549) (2,718) (96) (30) 36 (158) 15 (211) (18) 424 Underlying profit movement US$ million Revenue US$(309)m Operating Costs US$248m Depreciation and Amortisation US$(131)m (89) (218) (2) (309) 248 (131) 117 17 (2) (25) 11 (15) 90 15 (101) 4 2 4 5 1 Y F ) 8 3 1 ( e c i r p d o G l ) 5 2 1 ( e c i r p r e p p o C 9 4 ) 3 9 ( l e m u o v s e a s d o G l l l l e m u o v s e a s r e p p o C ) 2 ( e u n e v e r r e v l i S 2 6 s t s o c g n i t a r e p O 6 8 1 ) 8 7 1 ( n o i t a i c e r p e D s t s o c g n i t a r e p o n o X F 7 4 n o i t a i c e r p e d n o X F ) 4 1 ( r e h t o d n a e t a r o p r o C 0 9 5 1 e s n e p x e x a t e m o c n I s t s e r e t n i g n i l l o r t n o c n o N (3%) (35%) (5%) (9%) 11% (24%) 4% 18% (7%) (69%) 7% (100%) 43% 83% (24%) 3 2 3 6 1 Y F NEWCREST MINING LIMITED ANNUAL REPORT 2016 45 2.2. Revenue Total sales revenue for the twelve months ended 30 June 2016 of US$3,295 million was US$309 million or 9% lower than the prior period. Newcrest’s sales revenue continues to be predominantly attributable to gold, being 87% of total sales revenue in the current period (82% in the prior period). US$m Total sales revenue for 12 months ended 30 June 2015 Changes in revenues from volume: Gold Copper Silver Total volume impact Change in revenue from price: Gold Copper Silver Total price impact Total sales revenue for 12 months ended 30 June 2016 49 (93) 1 (138) (125) (3) 3,604 (43) (266) 3,295 Gold revenue of US$2,857 million was 3% lower than the prior period, due to a 5% reduction in the realised gold price (US$1,166 per ounce in the current period compared to US$1,221 per ounce in the prior period). The gold price impact was partly offset by a 1% increase in gold sales volumes, primarily due to higher ore feed grades and milling rates at Lihir and higher throughput at Bonikro. Production and associated sales volumes in the current period were adversely impacted by the suspension of operations at Gosowong and lower ore volume and mill grades at Telfer. Copper revenue of US$403 million was 35% lower than the prior period, driven by a 24% reduction in the average realised copper price (US$2.21 per pound in the current period compared to US$2.89 per pound in the prior period) and a 16% decrease in copper sales volumes. During the current year, Newcrest announced that it had hedged a portion of Telfer’s sales across FY16 to FY19. The current period included 64,714 ounces of gold sales hedged at an average price of A$1,707 per ounce. 2.3. Cost of sales US$m Site production costs Inventory movements Royalties Treatment and realisation Operating costs Depreciation and amortisation Cost of sales For the 12 months ended 30 June 2016 1,667 38 85 131 1,921 680 2,601 2015 1,877 18 102 172 2,169 549 2,718 Change Change % (210) 20 (17) (41) (248) 131 (117) (11%) 111% (17%) (24%) (11%) 24% (4%) Operating costs of US$1,921 million were US$248 million or 11% lower than the prior period. The decrease in operating costs includes a foreign exchange benefit of approximately US$186 million as a result of the weakening of the Company’s key operating currencies against the US dollar. Lower site production costs also related to lower energy prices and continuing cost reductions from the Edge improvement program in the form of lower input prices and increased operational efficiency. Unit operating costs were adversely impacted at Gosowong following the geotechnical event at Kencana on 8 February 2016 that resulted in the suspension of mining activities at both Kencana and Toguraci mines. Mining recommenced at Toguraci on 12 April 2016 and at Kencana on 10 June 2016. Lower treatment and realisation costs were largely due to lower copper concentrate production at Cadia and Telfer and the lower realised US dollar copper price reducing copper metal deduction payments. The increase in depreciation expense compared with the prior period primarily reflects the higher depreciable asset base of Telfer following the partial reversal of the Telfer asset impairment at 30 June 2015, higher levels of depreciation at Ridgeway leading up to cessation of mining in March 2016 and increased production volumes at Lihir and Bonikro. The weaker Australian dollar against the US dollar partially offset the increase in depreciation at Telfer and Ridgeway, where it is an Australian dollar denominated expense. 46 Directors’ Report Operating and Financial Review 2. DISCUSSION AND ANALYSIS OF OPERATIONS AND THE INCOME STATEMENT (continued) 2.3. Cost of sales (continued) As the Company is a US dollar reporting entity, its operating costs will vary in accordance with the movements in its operating currencies where those costs are not denominated in US dollars. The table below shows indicative currency exposures in FY16 on operating costs by site: Cadia Telfer Lihir Gosowong Bonikro Hidden Valley Group US$ 15% 15% 40% 60% 60% 35% 30% AU$ 85% 85% 25% 5% 5% 25% 50% PGK – – 35% – – 40% 15% IDR – – – 35% – – 3% CFA – – – – 35% – 2% 2.4. Other items Corporate administration expenses of US$79 million were 18% lower than the prior period. This included Corporate costs of US$53 million, which benefited from a weaker Australian dollar against the US dollar. Exploration expenditure of US$44 million was 16% higher than the prior period. Of this exploration expenditure, US$32 million was expensed resulting in a capitalisation rate of 27%. Other income of US$11 million is described in the table below. The foreign exchange gain in the current period primarily relates to the restatement of US dollar denominated concentrate receivables in the Group’s Australian dollar functional currency operations (Cadia and Telfer). The net fair value gain on gold and copper derivatives and fair value movements on concentrate receivables in the current period primarily related to the movement in spot prices and fair value arising from the quotational period adjustments on sales. Newcrest seeks to lock in the gold and copper price for the quotational period for concentrate shipments at the time of sale using forward sales contracts to minimise this impact. US$m Net foreign exchange gain Net fair value gain/(loss) on gold and copper derivatives and fair value movements on concentrate receivables Legacy community contractual settlements and negotiation costs Other Other income/(expense) Lower net finance costs were due to the reduction in net debt in the current period. For the 12 months ended 30 June 2016 2015 2 8 – 1 11 51 (5) (4) (6) 36 Share of profit of associates is nil in the current period as Newcrest ceased equity accounting for its investment in Evolution Mining Limited in the second half of FY15 following the partial divestment of the shareholding in February 2015. 2.5. Income tax Income tax expense on Underlying profit was US$121 million, resulting in an effective tax rate of 27%, which is lower than the Australian company tax rate of 30%. This difference in effective and company tax rate in the current year is primarily due to the de-recognition of deferred tax liabilities in relation to Newcrest’s foreign operations. In the prior period, income tax expense on Underlying profit was US$211 million with an effective tax rate of 32%. The difference in effective and company tax rates in the prior period was due to an adjustment to income tax expense following the review of Australian research and development allowances claimed in prior periods. Income tax expense on Statutory profit in the current period was US$118 million, resulting in an effective tax rate of 26%. This is a reduction from the Underlying effective tax rate of 27% as there was no income tax expense recognised on the gain on disposal of the shareholding in Evolution Mining Limited. NEWCREST MINING LIMITED ANNUAL REPORT 2016 47 2.6. Significant items Significant items totalling a net benefit of US$9 million (after tax and non-controlling interests) were recognised for the twelve months ended 30 June 2016 comprising: • US$18 million gain recognised following the sale of Newcrest’s remaining shareholding in Evolution Mining Limited. • US$9 million net expense recognised in respect of the settlement and costs of a shareholder class action. US$m Class action settlement net expense Gain on disposal of investment Total Attributable to: Non-controlling interests Owners of the parent For the 12 months ended 30 June 2016 Gross (12) 18 6 Tax 3 – 3 Net (9) 18 9 – 9 In the prior period ended 30 June 2015, significant items totalling a net expense of US$48 million (after tax and non-controlling interests) were recognised, comprising: US$m Net impairment reversal Write-down of inventory Loss on disposal of associate Total Attributable to: Non-controlling interests Owners of the parent For the 12 months ended 30 June 2015 Gross 160 (34) (57) 69 Tax (124) – – (124) Net 36 (34) (57) (55) (7) (48) 3. DISCUSSION AND ANALYSIS OF CASH FLOW Free cash flow for the current period of US$814 million was US$40 million lower than the prior period. The decrease reflects lower cash flows from operating activities primarily due to lower average realised gold and copper prices, and the suspension of operations at Gosowong, partially offset by lower operating costs and improved financial and operational performance at Lihir. All operations were free cash flow positive before tax in the current period. US$m Cash flow from operating activities Cash flow related to investing activities Free cash flow Cash flow related to financing activities Net movement in cash Cash at the beginning of the period Cash at the end of the period For the 12 months ended 30 June 2016 1,241 (427) 814 (959) (145) 198 53 2015 1,280 (426) 854 (789) 65 133 198 Change Change % (39) (1) (40) (170) (210) 65 (145) (3%) (0%) (5%) (22%) – 49% (73%) 48 Directors’ Report Operating and Financial Review 3. DISCUSSION AND ANALYSIS OF CASH FLOW (continued) 3.1 Cash flow from operating activities US$m Receipts from customers Payments to suppliers and employees Net interest paid Income taxes paid Dividends received Net cash inflow from operating activities For the 12 months ended 30 June 2016 3,332 (1,927) (137) (28) 1 1,241 2015 3,509 (2,067) (143) (23) 4 1,280 Change Change % (177) 140 6 (5) (3) (39) (5%) 7% 4% (22%) (75%) (3%) Cash inflow from operating activities of US$1,241 million was US$39 million lower than the prior period as a result of lower average realised gold and copper prices and lower copper volumes. This was partially offset by favourable currency movements on costs, lower energy prices and delivery of cost and operating efficiencies across the operations. 3.2 Cash flow from investing activities US$m Production stripping Telfer Lihir Bonikro Hidden Valley Total production stripping Sustaining capital expenditure Cadia Telfer Lihir Gosowong Bonikro Hidden Valley Corporate Total sustaining capital Major projects (non-sustaining) Cadia Telfer Lihir Bonikro Wafi-Golpu Corporate Total major projects (non-sustaining) capital Total capital expenditure Exploration and evaluation expenditure Interest capitalised to development projects Proceeds from sale of plant and equipment Proceeds from sale of investments Proceeds from sell down of investment in associate Proceeds from non-participation in rights issue Net cash outflow from investing activities For the 12 months ended 30 June 2016 2015 Change Change % 15 23 16 – 54 49 57 69 48 15 5 8 251 115 4 27 1 19 – 166 471 44 1 (1) (88) – – 427 1 41 – 21 63 58 42 45 34 7 10 5 201 175 – 1 8 21 2 207 471 38 5 (1) – (82) (5) 426 14 (18) 16 (21) (9) (9) 15 24 14 8 (5) 3 50 (60) 4 26 (7) (2) (2) (41) – 6 (4) – (88) 82 5 1 1,400% (44%) (100%) (14%) (16%) 36% 53% 41% 114% (50%) 60% 25% (34%) 2,600% (88%) (10%) (100%) (20%) – 16% (80%) – 100% 100% 0% NEWCREST MINING LIMITED ANNUAL REPORT 2016 49 Cash outflow from investing activities of US$427 million was US$1 million higher than the prior period, with increased sustaining capital expenditure primarily at Lihir, Telfer and Gosowong partially offset by lower expenditure on major projects and production stripping. Investing cash flows includes US$88 million received from the sale of Newcrest’s remaining interest in Evolution Mining Limited (US$82 million in the prior period). Capital expenditure of US$471 million in the twelve months ended 30 June 2016 comprised: • Production stripping of US$54 million reflecting production stripping at Phase 14 at Lihir and the commencement of production stripping at Telfer (Main Dome Stage 6/7 and West Dome Interim Stage 2) and Bonikro (Hiré pit). Production stripping at Phase 9 at Lihir was concluded in the prior period. • Sustaining capital expenditure of US$251 million with higher expenditure at Gosowong due to the commencement of works to extend the tailing storage facility in the current period and the replacement of mobile fleet. Higher expenditure at Telfer was driven by an increase in underground development, whilst the increased expenditure at Lihir was primarily due to the planned component replacement of the existing fleet. Lower expenditure at Cadia was a result of completion of projects in the prior period. • Major project, or non-sustaining, capital expenditure of US$166 million primarily related to: Ɲ Cadia East development: the current period focussed on the installation of upgraded ground support and restart of undercut firing and production drilling after the seismic event in February 2015, as well as continued roadway development in Panel Cave 2. Construction continued on the expanded concentrate dewatering facility at Blayney. Total expenditure was, however, US$60 million lower than the prior period. Ɲ Lihir major projects: Major project spend focussed on increasing processing plant throughput and additional mining fleet capacity to drive a substantial increase in total material movement. Ɲ Wafi-Golpu: an update on the Stage One Feasibility Study and Stage Two Prefeasibility Study was released to the market in February 2016. The update on the feasibility study for Stage One confirmed that access declines are required to undertake more drilling of the orebody at depth to inform the next stage of the feasibility study. The Joint Venture parties are progressing permitting and the application for a Special Mining Lease, while concurrently continuing discussions on a suitable fiscal and stability framework and supporting arrangements with the Papua New Guinea government. Changes to the level and manner of local equity participation in new projects are being considered as part of the Papua New Guinea government’s continuing review of the mining act. 50 Directors’ Report Operating and Financial Review 3. DISCUSSION AND ANALYSIS OF CASH FLOW (continued) 3.2 Cash flow from investing activities (continued) Exploration activity was characterised by an increase in greenfield exploration spend. US$m Expenditure by nature Greenfield Brownfield Resource definition Expenditure by region Australia Indonesia Papua New Guinea West Africa Fiji North America Latin America New Zealand For the 12 months ended 30 June 2016 2015 Change Change % 26 8 10 44 17 8 6 7 2 1 1 2 44 16 12 10 38 12 11 6 4 4 1 – – 38 10 (4) – 6 5 (3) – 3 (2) – 1 2 6 63% (33%) – 16% 42% (27%) – 75% (50%) – 16% The growth pipeline increased with a number of new exploration projects in Australia, Papua New Guinea, New Zealand, West Africa and Nicaragua commencing during the financial year. Exploration on these projects commenced with target generation undertaken on all new projects including drilling at Mungana (Queensland), Wamum (Papua New Guinea) and projects within New Zealand and West Africa. This work has been successful in identifying new targets and new zones of mineralisation. Exploration continued at all brownfield sites with drilling ongoing at Gosowong, Cadia and Telfer. At Gosowong exploration focussed on incremental resource growth around the existing operations and new discoveries within the region. At Telfer, the exploration was focussed on resource growth around the underground operation at Main Dome. Resource definition and target generation exploration was also undertaken at Cadia. NEWCREST MINING LIMITED ANNUAL REPORT 2016 51 For the 12 months ended 30 June 2016 2015 Change Change % 20 (950) – (930) (6) 9 (32) (959) – (655) (105) (760) (7) – (22) 20 (295) 105 (170) 1 9 (10) (789) (170) (45%) 100% (22%) 14% (45%) (22%) 3.3 Cash flow from financing activities US$m Net proceeds / (repayments) of borrowings Subsidiary bank loan Bilateral bank debt Private placement notes Net repayment of borrowings Payment for treasury shares Contingent consideration received Dividend paid to non-controlling interests Net cash outflow from financing activities Cash outflow from financing activities was US$959 million reflecting Newcrest’s continued focus on applying free cash flow to the repayment of debt. A dividend of US$32 million was paid to PT ANTAM (Persero) Tbk, which holds a 25% non-controlling interest in PT Nusa Halmahera Minerals, the entity that owns Gosowong. An amount of US$9 million was received from PT ANTAM (Persero) Tbk relating to contingent consideration from the sale of 7.5% of PT Nusa Halmahera Minerals to PT ANTAM (Persero) Tbk in December 2012. 52 Directors’ Report Operating and Financial Review 4. REVIEW OF OPERATIONS 4.1. Cadia Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Copper produced Silver produced Gold sales Copper sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces tonnes ounces ounces tonnes ounces US$m US$m US$m US$m US$m US$m US$m US$/oz 23,327 23,327 22,021 1.14 82.9 668,773 64,130 399,117 668,234 64,178 401,038 1,099 675 227 651 424 482 183 274 23,576 23,576 23,142 1.09 82.0 667,418 73,697 521,085 679,077 75,212 537,849 1,278 736 191 733 542 488 134 203 (249) (249) (1,121) 0.05 0.9 1,355 (9,567) (121,968) (10,843) (11,034) (136,811) (179) (61) 36 (82) (118) (6) 49 71 (1%) (1%) (5%) 5% 1% 0% (13%) (23%) (2%) (15%) (25%) (14%) (8%) 19% (11%) (22%) (1%) 37% 35% Marginally higher gold production for the current period was primarily the result of higher head grade due to Cadia East ore replacing Ridgeway ore (with Ridgeway placed on care and maintenance in March 2016). Improved recovery rates were also partially offset by a 5% reduction in ore milled year-on-year, largely attributed to the Concentrator 1 SAG outage in October 2015. Panel Cave 2 ore production continued to ramp up whilst development focussed on the completion of the extraction level and cave propagation. The lower EBIT in the current period was driven by a 5% decrease in the realised gold price and 24% decrease in the realised copper price. Lower cost of sales were primarily due to the 13% decline in the Australian dollar relative to the US dollar. Higher depreciation charges were due to increased depreciation at Ridgeway related to the cessation of mining in March 2016 and the ramp up of Cadia East volumes. A higher All-In Sustaining Cost per ounce was the result of the lower realised copper price and lower copper production impacting by-product credits, partially offset by reduced cost of sales and lower sustaining capital expenditure. Free cash flow was only 1% lower year on year, with the impact of lower realised gold and copper prices offset by lower costs benefitting from the weaker Australian dollar, favourable working capital movements (driven by concentrate sales matching production volumes) and reduced development expenditure at Cadia East. NEWCREST MINING LIMITED ANNUAL REPORT 2016 53 For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces tonnes ounces ounces tonnes ounces US$m US$m US$m US$m US$m US$m US$m US$/oz 17,547 30,204 21,502 0.80 82.9 462,461 18,940 200,261 463,723 18,831 200,261 634 592 131 173 42 126 448 967 17,262 27,676 22,079 0.88 81.5 520,309 23,119 321,076 518,163 24,269 321,076 794 560 44 278 234 225 410 791 285 2,528 (577) (0.08) 1.4 (57,848) (4,179) (120,815) (54,440) (5,438) (120,815) (160) 32 87 (105) (192) (99) 38 176 2% 9% (3%) (9%) 2% (11%) (18%) (38%) (11%) (22%) (38%) (20%) 6% 198% (38%) (82%) (44%) 9% 22% 4.2. Telfer Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Copper produced Silver produced Gold sales Copper sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost Lower gold and copper production for the current period was primarily the result of lower head grade, driven by lower underground ore production and lower grade open pit material mined, with mill feed volumes supplemented by low grade stockpile material. Lower production from underground operations resulted from equipment interaction issues related to infrastructure development to access the lower sub-level cave levels and the Western Flanks. The adverse impact of lower grade was partially offset by higher gold recovery rates from the processing plant. Lower revenue reflected the related reduction in sales volumes, a 5% decrease in the realised US dollar gold price and 24% decrease in the realised US dollar copper price. During the current year, Newcrest announced that it had hedged a portion of sales at Telfer across FY16 to FY19. The current period included 64,714 ounces of gold sales hedged at an average price of A$1,707 per ounce. The increase in cost of sales in the period was due to the increase in depreciation charges as a result of the partial reversal of the asset impairment at 30 June 2015. Lower operating costs reflected the lower production volumes and benefits from the weaker Australian dollar and the Edge improvement program. The increase in All-In Sustaining Cost per ounce and a decline in free cash flow were largely due to the lower volumes and lower realised gold and copper prices, as well as increases in both sustaining capital expenditure and production stripping expenditure. The increase in capital expenditure is associated with the ramp up of underground development activities whilst production stripping activity increased as a result of commencing waste stripping in Main Dome Stage 6/7 and West Dome Interim Stage 2. The All-In Sustaining Cost per ounce was also impacted by redundancies associated with the transition of open pit operations to contract mining in February 2016. The current period has been normalised (i.e. reduced) by US$17 per ounce for this redundancy cost. At a Group level, this normalisation adjustment reduced the Group All-In Sustaining Cost by US$3 per ounce. 54 Directors’ Report Operating and Financial Review 4. REVIEW OF OPERATIONS (continued) 4.3. Lihir Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Silver produced Gold sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces ounces ounces ounces US$m US$m US$m US$m US$m US$m US$m US$/oz 11,311 20,213 12,093 3.06 75.6 900,034 24,321 884,226 24,321 1,035 836 198 397 199 307 734 830 6,622 13,096 10,768 2.47 80.6 688,714 16,581 691,660 16,581 844 869 160 135 (25) 126 799 1,156 4,689 7,117 1,325 0.59 (5.0) 211,320 7,740 192,566 7,740 191 (33) 38 262 224 181 (65) (326) 71% 54% 12% 24% (6%) 31% 47% 28% 47% 23% (4%) 24% 194% – 144% (8%) (28%) Lihir’s operating performance and financial results for the current period demonstrate the sustained improvement achieved as a result of Edge business improvement initiatives that are debottlenecking the plant, reducing costs and improving efficiencies. Record annual grinding throughput of 12.1mt and record annual gold production of 900,034 ounces were achieved in the current year. The increase in production volume was driven by a 24% increase in head grade, improved plant stability due to blended ore providing a more consistent feed, and improved plant reliability resulting in a 12% increase in milled tonnes. There was a 6% decrease in recovery rates, primarily due to the higher flotation rates and lower oxidation through the autoclaves (with partial oxidation the operating strategy applied in FY16). EBIT was significantly higher due to the record production, lower energy prices, lower labour costs and mining efficiencies. This was partially offset by a 5% decrease in the average realised gold price, higher mobile fleet maintenance charges and the cost of planned fixed plant shut downs during the period. Costs benefitted from a 13% decline in the Australian dollar relative to the US dollar, and a 14% decline in the Papua New Guinea Kina relative to the US dollar. Higher depreciation expense accompanied the increased level of production. A lower All-In Sustaining Cost per ounce reflects the higher grade and lower operating costs, partially offset by an increase in sustaining capital expenditure. Production stripping activity commenced in Phase 14 during the period. Free cash flow of US$307 million was significantly higher in the current period, driven by improved operating performance partially offset by increased capital expenditure on projects delivering efficiencies in both the mine and the plant. Non-sustaining capital expenditure related to increasing processing plant throughput and additional mining fleet capacity to drive a substantial increase in total material movement. NEWCREST MINING LIMITED ANNUAL REPORT 2016 55 For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces ounces ounces ounces US$m US$m US$m US$m US$m US$m US$m US$/oz 416 484 479 13.19 96.5 197,463 290,530 222,637 309,563 257 247 77 87 10 48 208 935 716 878 738 14.49 96.3 331,555 410,970 332,007 426,827 414 298 98 214 116 187 239 719 (300) (394) (259) (1.30) 0.2 (134,092) (120,440) (109,370) (117,264) (157) (51) (21) (127) (106) (139) (31) 216 (42%) (45%) (35%) (9%) 0% (40%) (29%) (33%) (27%) (38%) (17%) (21%) (59%) (91%) (74%) (13%) 30% 4.4. Gosowong (9) Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Silver produced Gold sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost The operating and financial performance for the current period was significantly impacted by the geotechnical event at Kencana on 8 February 2016 which resulted in the suspension of mining activities at both Kencana and Toguraci mines. Mining recommenced at Toguraci on 12 April 2016 and at Kencana on 10 June 2016. The All-In Sustaining Cost per ounce was also impacted by increased sustaining capital expenditure due to work commencing on an extension of the Tailings Storage Facility. The current period has been normalised (i.e. reduced) by US$94 per ounce for the suspension of operations at Toguraci and Kencana. At a Group level, this normalisation adjustment reduced the Group All-In Sustaining Cost by US$9 per ounce. The impact of this geotechnical event has resulted in a revised mining sequence and a move to cut and fill as the sole mining method to be employed at Kencana. With the change in mining method, the ore production capacity in terms of ore mined from Gosowong is expected to be approximately three quarters of the production levels previously achieved prior to the geotechnical event. It is expected that Gosowong will ramp up production to this level during the first quarter of FY17. 56 Directors’ Report Operating and Financial Review 4. REVIEW OF OPERATIONS (continued) 4.5. Bonikro(9) Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Silver produced Gold sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces ounces ounces ounces US$m US$m US$m US$m US$m US$m US$m US$/oz 1,519 12,923 2,510 1.82 93.9 137,696 18,298 139,489 17,631 162 134 35 63 28 44 131 941 4,990 10,631 1,976 1.99 95.1 119,970 18,870 114,051 19,013 138 105 29 62 33 42 84 738 (3,471) 2,292 534 (0.17) (1.2) 17,726 (572) 25,438 (1,382) 24 29 6 1 (5) 2 47 203 (70%) 22% 27% (9%) (1%) 15% (3%) 22% (7%) 17% 28% 21% 2% (15%) 5% 56% 28% Increased gold production for the current period was primarily the result of increased throughput due to a higher portion of ore from the Hiré pit. The Hiré ore has a higher percentage of oxide material, resulting in lower overall ore hardness and increased mill rates. Mining in the Bonikro pit ceased in October 2015 and the Bonikro pit was placed on care and maintenance. The lower head grade was the result of blending low-grade stockpiled Bonikro ore with higher grade Hiré ore. The lower EBIT was due to the processing of low-grade stockpiled Bonikro ore and a 5% decrease in the average realised gold price, partially offset by higher sales volumes. A higher All-In Sustaining Cost per ounce reflects increased sustaining capital expenditure and increased production stripping activity in the Hiré pit. Free cash flow was in line with the prior year with the benefit of an increase in gold sales volumes largely offset by increased capital expenditure. NEWCREST MINING LIMITED ANNUAL REPORT 2016 57 For the 12 months ended 30 June 2016 2015 Change Change % tonnes ’000 tonnes ’000 tonnes ’000 grams/tonne % ounces ounces ounces ounces 1,531 4,477 1,728 1.51 86.5 72,566 1,331,310 75,221 1,329,959 US$m US$m US$m US$m US$m US$m US$m US$/oz 108 117 12 3 (9) 10 94 1,255 2,277 8,783 1,824 1.84 86.6 94,601 892,838 98,103 919,995 136 150 27 13 (14) (11) 140 1,424 (746) (4,306) (96) (0.33) (0.1) (22,035) 438,472 (22,882) 409,964 (28) (33) (15) (10) 5 21 (46) (169) (33%) (49%) (5%) (18%) (0%) (23%) 49% (23%) 45% (21%) (22%) (56%) (77%) 36% – (33%) (12%) 4.6. Hidden Valley (9) Measure Operating Total ore mined Total material mined Total material milled Gold head grade Gold recovery Gold produced Silver produced Gold sales Silver sales Financial Revenue Cost of Sales (including depreciation) Depreciation EBITDA EBIT Free cash flow All-In Sustaining Cost All-In Sustaining Cost Lower gold production for the current period reflected a combination of lower gold head grade and lower material milled. Lower gold head grade was driven by both lower grade ore mined and the supplementing of ore mined with lower grade stockpiled ore during the period. Lower material milled reflected unplanned suspensions of the operation during the period. Improved EBIT was primarily driven by lower depreciation, partially offset by a 5% decrease in the average realised gold price. Lower depreciation expense reflected the impairment to the carrying value of the Hidden Valley assets at 30 June 2015. A lower All-In Sustaining Cost per ounce was due to lower costs, along with a reduction in sustaining capital expenditure and no production stripping expenditure in the period. Positive free cash flow of US$10 million was achieved as a result of lower capital expenditure, with capital expenditure for the period largely limited to the Tailings Storage Facility. The Hidden Valley Joint Venture partners continue to review all strategic options in relation to the future of Hidden Valley. Pre-stripping for Stage 5 area of the Kaveroi pit, which has a lead time to first ore of approximately 18 months, remains on hold with the focus of the operation moving to processing stockpiles and reduced level of mining in the Hamata pit. It is expected that processing of the existing low grade stockpiles can potentially continue for approximately 12 months. 58 Directors’ Report Operating and Financial Review 5. DISCUSSION AND ANALYSIS OF THE BALANCE SHEET 5.1. Net assets and total equity Newcrest had net assets and total equity of US$7,120 million as at 30 June 2016. US$m Assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Current tax asset Property, plant and equipment Other intangible assets Deferred tax assets Other assets Total assets Liabilities Trade and other payables Current tax liability Borrowings Other financial liabilities Provisions Deferred tax liabilities Total liabilities Net assets Equity Equity attributable to owners of the parent Non-controlling interests Total equity As at 30 June 2016 2015 Change Change % 53 134 1,715 – 2 8,891 44 105 247 198 158 1,734 110 14 9,227 61 140 161 (145) (24) (19) (110) (12) (336) (17) (35) 86 11,191 11,803 (612) (369) (13) (2,160) (38) (543) (948) (4,071) 7,120 7,041 79 7,120 (327) (3) (3,087) (11) (521) (897) (4,846) 6,957 6,849 108 6,957 (42) (10) 927 (27) (22) (51) 775 163 192 (29) 163 (73%) (15%) (1%) (100%) (86%) (4%) (28%) (25%) 53% (5%) (13%) (333%) 30% (245%) (4%) (6%) 16% 2% 3% (27%) 2% NEWCREST MINING LIMITED ANNUAL REPORT 2016 59 5.2. Net debt, gearing and leverage Net debt (comprising total borrowings less cash and cash equivalents) of US$2,107 million at 30 June 2016 was US$782 million lower than the prior period. All of Newcrest’s debt is US dollar denominated. Components of the movement in net debt are outlined in the table below. Net debt at 30 June 2015 Net repayment of bilateral bank debt Net drawdown of subsidiary bank loan Net decrease in cash balances Other items Net debt at 30 June 2016 Movement $ Movement % The gearing ratio (net debt to net debt and total equity) as at 30 June 2016 was 22.8%. This is a reduction from 29.3% as at 30 June 2015, reflecting the application of free cash flow generated during the current period to the repayment of debt. US$m 2,889 (950) 20 145 3 2,107 (782) (27%) US$m Total borrowings Less cash and cash equivalents Net debt Total equity Net debt and total equity Gearing (net debt / net debt and total equity) 5.2.1. Net debt US$m Bilateral bank debt – unsecured Corporate bonds – unsecured Private placement notes – unsecured Subsidiary bank loan – unsecured Capitalised transaction costs on facilities Less cash and cash equivalents Net debt US$m Bilateral bank debt facilities Corporate bonds Private placement notes Subsidiary bank loan US$m Bilateral bank debt facilities Corporate bonds Private placement notes Subsidiary bank loan As at 30 June 2016 2,160 (53) 2,107 7,120 9,227 22.8% 2015 3,087 (198) 2,889 6,957 9,846 29.3% Change Change % (927) 145 (782) 163 (619) (6.5) (30%) 73% (27%) 2% (6%) (22%) As at 30 June 2016 25 2,000 125 20 (10) (53) 2,107 2015 975 2,000 125 – (13) (198) 2,889 Facility utilised 25 2,000 125 20 2,170 Facility utilised 975 2,000 125 – 3,100 Change Change % (950) – – 20 3 145 (782) (97%) – – 23% 73% (27%) As at 30 June 2016 Facility unutilised Facility limit 2,375 – – 30 2,405 2,400 2,000 125 50 4,575 As at 30 June 2015 Facility unutilised Facility limit 2,175 – – 50 2,225 3,150 2,000 125 50 5,325 60 Directors’ Report Operating and Financial Review 6. NON-IFRS FINANCIAL INFORMATION Newcrest results are reported under Australian Accounting Standards (‘AAS’). Compliance with AAS also results in compliance with International Financial Reporting Standards (‘IFRS’). This report also includes certain non-IFRS financial information, including EBIT (earnings before interest, tax and significant items), EBITDA (earnings before interest, tax, depreciation and amortisation and significant items), Underlying profit (profit after tax before significant items attributable to owners of the Company), All-In Sustaining Cost and All-In Cost (both determined in accordance with the World Gold Council Guidance Note on Non-GAAP Metrics released June 2013), Free cash flow (cash flow from operating activities less cash flow related to investing activities), Sustaining capital and Major projects (non-sustaining) capital, ROCE and interest coverage ratio. These measures are used internally by Management to assess the performance of the business and make decisions on the allocation of resources, and are included in this report to provide greater understanding of the underlying financial performance of the Group’s operations. When reviewing business performance, this non-IFRS information should be used in addition to, and not as a replacement of, measures prepared in accordance with IFRS. The non-IFRS information has not been subject to audit or review by Newcrest’s external auditor. The non-IFRS measures do not have any standard definition under IFRS and may be calculated differently by other companies. The tables below reconcile these non-IFRS measures to the most appropriate IFRS measure, noting that: • Sustaining and Major project (non-sustaining) capital are reconciled to investing cash flow in section 3.2; • Free cash flow is reconciled to the cash flow statement in section 3. 6.1. Reconciliation of Statutory profit to Underlying profit Underlying profit, EBIT and EBITDA is reported by Newcrest to provide greater understanding of the underlying business performance of its operations and the Group. These measures exclude significant items of income or expense which are, either individually or in aggregate, material to Newcrest or to the relevant business segment and are either outside the ordinary course of business or are part of the ordinary activities of the business but unusual due to their size and nature. Examples include gains/losses and other costs incurred for acquisitions and disposals of mining interests and asset impairment and write-down charges. Statutory profit and Underlying profit both represent profit after tax amounts attributable to Newcrest shareholders. Profit after tax attributable to Newcrest shareholders US$m Statutory profit Gain on disposal of investment Net costs of class action settlement Total significant items Underlying profit Profit after tax attributable to Newcrest shareholders US$m Statutory profit Net impairment reversal Inventory write-down Loss on disposal of associate Total significant items Underlying profit For the 12 months ended 30 June 2016 Before Tax and Non-controlling interest 453 (18) 12 (6) 447 Non- controlling interest After tax and Non- controlling interest (3) – – – (3) 332 (18) 9 (9) 323 Tax (118) – (3) (3) (121) For the 12 months ended 30 June 2015 Before Tax and Non-controlling interest 722 (160) 34 57 (69) 653 Non- controlling interest After tax and Non- controlling interest (11) (6) (1) – (7) (18) 376 (42) 33 57 48 424 Tax (335) 124 – – 124 (211) 6.2. Reconciliation of Underlying profit to EBITDA US$m Underlying profit Non-controlling interests Income tax expense Net finance costs EBIT Depreciation and Amortisation EBITDA NEWCREST MINING LIMITED ANNUAL REPORT 2016 61 For the 12 months ended 30 June 2016 2015 323 3 121 147 594 698 424 18 211 158 811 574 1,292 1,385 6.3. Reconciliation of All-In Sustaining Cost and All-In Cost to cost of sales “All-In Sustaining Cost” and “All-In Cost” are non-IFRS measures which Newcrest has adopted since the guidance was released by the World Gold Council in June 2013. Gold sales (koz)(10) Cost of sales Depreciation and amortisation By-product revenue Corporate costs Sustaining exploration Production stripping and underground mine development Sustaining capital expenditure Rehabilitation accretion and amortisation All-In Sustaining Costs Non-sustaining capital expenditure Non-sustaining exploration All-In Cost For the 12 months ended 30 June 2016 2015 Reference US$m US$/oz 6.3.1 6.3.2 6.3.3 6.3.4 6.3.5 6.3.6 6.3.6 2,452 2,572 (680) (438) 61 13 60 251 28 1,867 166 31 2,064 1,049 (277) (179) 24 5 25 102 13 762 68 12 842 US$m 2,433 2,718 (549) (658) 71 17 66 201 15 1,881 207 18 2,106 US$/oz 1,127 (228) (273) 29 7 27 84 7 780 86 7 873 (10) For the 12 months ended 30 June 2016 production and sales volumes include 1,800 gold ounces and 206 tonnes of copper related to the pre-commissioning and development of the Cadia East project. For the 12 months ended 30 June 2015, the comparable volumes were 21,060 gold ounces and 2,102 tonnes of copper. Expenditure associated with this production and revenue from the sales are capitalised and not included in the operating profit calculations. 62 Directors’ Report Operating and Financial Review 6. NON-IFRS FINANCIAL INFORMATION (continued) 6.3. Reconciliation of All-In Sustaining Cost and All-In Cost to cost of sales (continued) 6.3.1 Cost of sales US$m Cost of sales as per the consolidated income statement Less: Significant items – Inventory write-downs Less: Cost normalisation adjustment(11) Total Cost of Sales For the 12 months ended 30 June 2016 2,601 – (29) 2,572 2015 2,752 (34) – 2,718 (11) Includes cost normalisation adjustments relating to the impact of Gosowong’s geotechnical event which caused production interruptions in the second half of the financial year (US$9/oz) and redundancy costs at Telfer associated with the transition of open pit mining to a contractor (US$3/oz). 6.3.2 Depreciation and amortisation US$m Depreciation and amortisation per Note 5(b) of the consolidated financial statements 6.3.3 By-product revenue US$m Copper sales revenue per Note 5(a) of the consolidated financial statements Silver sales revenue per Note 5(a) of the consolidated financial statements Total By-product revenue 6.3.4 Corporate costs US$m Corporate administration expenses per Note 5(c) of the consolidated financial statements Less: Corporate depreciation Total Corporate costs 6.3.5 Production stripping and underground mine development US$m Underground mine development Production stripping per 3.2 of the Operating and Financial Review Total production stripping and underground mine development 6.3.6 Capital expenditure US$m Sustaining capital expenditure per 3.2 of the Operating and Financial Review Non-sustaining capital expenditure per 3.2 of the Operating and Financial Review For the 12 months ended 30 June 2016 680 2015 549 For the 12 months ended 30 June 2016 2015 403 35 438 621 37 658 For the 12 months ended 30 June 2016 2015 79 (18) 61 96 (25) 71 For the 12 months ended 30 June 2016 2015 6 54 60 3 63 66 For the 12 months ended 30 June 2016 251 166 2015 201 207 NEWCREST MINING LIMITED ANNUAL REPORT 2016 63 6.4. Reconciliation of Return on Capital Employed (ROCE) ROCE is “Return on Capital Employed” and is reported by Newcrest to provide greater understanding of the underlying business performance of its operations and the Group. ROCE is calculated as EBIT before significant items expressed as a percentage of average total capital employed (net debt and total equity). US$m EBIT Total capital (net debt and total equity) – as at 30 June 2014 Total capital (net debt and total equity) – as at 30 June 2015 Total capital (net debt and total equity) – as at 30 June 2016 Average total capital employed Return on Capital Employed For the 12 months ended 30 June 2016 594 9,846 9,227 9,537 6.2% 2015 811 10,966 9,846 – 10,406 7.8% 6.5. Reconciliation of Interest Coverage Ratio Interest Coverage Ratio is reported by Newcrest to provide greater understanding of the underlying business performance of its operations and the Group. Interest Coverage Ratio is calculated as EBITDA adjusted for facility fees and discount unwind on provisions, divided by net interest payable (i.e interest expense adjusted for facility fees, discount unwind on provisions and interest capitalised). US$m EBITDA Less facility fees and other costs Less discount unwind on provisions Adjusted EBITDA Net interest expense Less facility fees and other costs Less discount unwind on provisions Add interest capitalised Net interest payable Interest Coverage Ratio For the 12 months ended 30 June 2016 1,292 (26) (11) 2015 1,385 (23) (10) 1,255 1,352 147 (26) (11) 1 111 11.3 158 (23) (10) 5 130 10.4 64 Directors’ Report Operating and Financial Review 7. RISKS Newcrest’s business, operating and financial results and performance are subject to various risks and uncertainties, many of which are beyond Newcrest’s reasonable control. Set out below are matters which Newcrest has assessed as having the potential to have a material adverse effect on the business, operating and/or financial results and performance of the Group. These matters may arise individually, simultaneously or in combination. The matters identified below are not necessarily listed in order of importance and are not intended as an exhaustive list of all of the risks and uncertainties associated with Newcrest’s business. Additional risks and uncertainties not presently known to Management, or that Management currently believes to be immaterial or manageable, may adversely affect Newcrest’s business. Market price of gold, copper and silver Fluctuations in metal prices can occur due to numerous factors beyond Newcrest’s control, including macroeconomic and geopolitical factors (such as financial and banking stability, global and regional political events, inflationary expectations, changes in interest rates, global economic growth expectations and the relative strength of the US dollar), speculative positions taken by investors or traders, actual or expected gold purchases and/or sales by central banks, changes in supply or demand for gold, gold hedging and de-hedging by producers, and drivers that impact operating costs in major gold producing regions. Examples of the potential impact of changes in the metal prices on Newcrest’s total revenue from operations in the 2017 financial year include (but are not limited to): • a US$10 per ounce change in the average realised gold price is estimated to have an impact of approximately US$23 million. • a US$0.05 per pound change in the average realised copper price is estimated to have an impact of approximately US$10 million. Material changes in metal prices may change the economic viability of mining operations, particularly higher cost mining operations, which may result in decisions to alter production plans or the suspension or closure of mining operations. Lower metal prices may also reduce the market value of Newcrest’s gold, copper or silver inventory and furthermore may result in Newcrest curtailing or suspending its exploration activities, with the result that depleted Ore Reserves may not be replaced and/or unmined ore reserves or resources not be mined. In addition, historical and current metal price variability may impact upon Newcrest’s assumptions regarding future metal prices which, in turn, may affect Newcrest’s current and future operating activities and financial results. Examples of the potential impacts of changes to assumptions regarding future metal prices, alone or in combination with other factors such as foreign exchange rates, include (but are not limited to): • changes to proposed project developments or the acceleration, deferral or abandonment of current or future project development; • changes to Newcrest’s estimates of Mineral Resources and Ore Reserves; and • changes in the estimation of recoverable amount of Newcrest’s assets when assessing potential accounting impairment of those assets. Foreign exchange rates The majority of Newcrest’s revenue is realised in, or linked to, the US dollar on the basis that metals are traded globally based on prices quoted in US dollars. Newcrest’s operating costs are reported in US dollars but are exposed to multiple currencies, including a portion of costs at each operation being denominated in the local currency. The relative movement of these currencies (particularly the Australian dollar) against the US dollar will impact upon Newcrest’s costs and financial results. An example of the potential impact of foreign exchange rate changes on Newcrest’s EBIT in the 2017 financial year is (but not limited to): • an A$0.01 decrease in the AUD:USD exchange rate is estimated to have a favourable impact on EBIT of approximately US$20 million. As with assumptions regarding future metal prices, assumptions regarding future foreign exchange rates, alone or in combination with other factors, may impact upon continuing operations, project development decisions, exploration investment decisions, Mineral Resource and Ore Reserves estimates and the assessment of the recoverable amount of Newcrest’s assets. Increased costs and commodity inputs Operating costs are frequently subject to variations from one year to the next due to a number of factors, some of which are specific to a particular mine site, including changing ore grade, characteristics and metallurgy, changes in the ratio of ore to waste as the mine plan follows the sequence of extracting the ore body, surface and underground haulage distances, underground geotechnical conditions and decisions made in respect of the level of sustaining capital invested to maintain operations. In addition operating costs and capital expenditure are, to a significant extent, driven by external economic conditions impacting on the cost of commodity inputs consumed in extracting and processing ore (including fuel, chemical reagents, explosives, tyres, electricity and steel), and labour costs associated with those activities. Increases in costs may impact upon the profitability of existing mining operations and future developments, Newcrest’s inability to lower its cost profile and meet projected operating cost targets at its existing mines and new mining projects, could make certain mines or projects uneconomic, and could impact the assessment of the recoverable amount of Newcrest’s assets. Operating risks and hazards Newcrest’s mining operations are subject to operating risks and hazards including (without limitation) unanticipated ground conditions, industrial incidents, infrastructure and equipment under-performance or failure, shortage of principal supplies, transportation and logistics issues in relation to the Group’s workforce and equipment, environmental incidents, health and safety related incidents, interruptions and delays due to community issues, and natural events such as seismic activity and severe weather events (including floods and drought). A key operational risk for Newcrest is the availability of power and water to support mining and mineral processing activities, particularly at Newcrest’s remotely located assets. Even a temporary interruption of power or water supply could adversely affect an operation. Newcrest’s operations in Indonesia and Papua New Guinea are in areas known to be seismically active and are subject to the risks of earthquakes and related risks of tidal surges and tsunamis, which are difficult to predict. Some of Newcrest’s operations may also experience other specific operating challenges relating to ground conditions and rock temperature, such as at Gosowong and Lihir. NEWCREST MINING LIMITED ANNUAL REPORT 2016 65 In the absence of exploration success, or additions to Newcrest’s mineral inventory to support future operations through development activities, expansions or acquisitions, Newcrest will be unable to replace Ore Reserves and Mineral Resources depleted by operations. Exploration activities are speculative in nature and often require substantial expenditure on exploration drilling and sampling as a basis on which to establish the presence, extent and estimated grade (metal content) of mineralised material. Once mineralisation is discovered it may take several years to determine whether adequate Ore Reserves and/or Mineral Resources exist to support a development decision and to obtain necessary ore body knowledge to assess the technical and economic viability of mining projects. During that time the economic viability of the project may change due to fluctuations in factors that affect both revenue and costs, including commodity prices, currency exchange rates, the required return on capital and future cost of development and mining operations. Maintaining title Newcrest’s production, development and exploration activities are subject to obtaining and maintaining the necessary titles, authorisations, permits and licences, and associated land access arrangements with the local community, which authorise those activities under the relevant law (Authorisations). There can be no guarantee that Newcrest will be able to successfully obtain and maintain relevant Authorisations, or obtain and maintain relevant Authorisations on terms acceptable to Newcrest, to support its activities, or that renewal of existing Authorisations will be granted in a timely manner or on terms acceptable to Newcrest. Authorisations held by or granted to Newcrest may also be subject to challenge by third parties which, if successful, could impact on Newcrest’s exploration, development and/or mining activities. Law and regulation Newcrest’s current and future mining operations, development projects and exploration activities are subject to various national and local laws, policies and regulations governing the prospecting, development and mining of mineral deposits, taxation and royalties, import and export duties and restrictions, exchange controls, foreign investment approvals, employee and community relations, health and safety, environmental management and other matters, and the manner in which these laws are applied or interpreted. Changes in these laws, policies and/or regulations may have the potential to materially alter the value of a particular operation and/or the Group as a whole. A failure to comply with legal requirements may result in enforcement action being taken against Newcrest with potentially material consequences, including financial penalties, suspension of operations and forfeiture. In a number of jurisdictions where Newcrest has existing interests, the legal framework is increasingly complex, subject to change and becoming more onerous. Changes in laws may result in material additional expenditure, taxes or costs or interruption to Newcrest’s activities in order to comply with changing requirements. There can also be disputes in relation to the application or interpretation of laws, policies or regulations in the countries where Newcrest operates which could have an adverse impact on our operations, financial performance and/or value. Newcrest faces particular geotechnical, geothermal and hydrological challenges, in particular due to the trend toward more complex deposits, deeper and larger pits, and the use of deep, bulk underground mining techniques. This leads to higher pit walls, more complex underground environments and increased exposure to geotechnical and hydrological impacts. There are a number of risks and uncertainties associated with the block cave mining methods being applied by Newcrest at its Cadia operations. Risks include that a cave may not propagate as anticipated, excessive air pockets may form during the cave propagation, the caving spans needed for successful cave propagation give rise to a risk of unplanned ground movement due to changes in stresses released in the surrounding rock and rain, disturbance and the presence of fine materials may also give rise to unplanned release of material of varying properties and/or water through drawbells. In addition, the success of Newcrest at some of its operations, including the Lihir operation, depends, in part, upon the implementation of Newcrest’s engineering solutions to particular hydrological and geothermal conditions. At Lihir, for example, significant removal of both groundwater and sea water inflow and geothermal control is required before and during mining. A failure to resolve any unexpected problems relating to these conditions at a commercially reasonable cost could adversely affect the safety, economics or feasibility of the impacted operations. Future operating and capital cost requirements Newcrest’s business, operating and financial performance and results may be impacted by the extent to which Newcrest’s revenues are able to fund its operating and capital expenditure requirements. To the extent that these are insufficient, Newcrest may need to draw on available debt facilities or seek additional funds through asset divestitures, equity raisings, or debt issue, or additional debt (or some combination of these), or may need to defer operating or capital expenditure. Newcrest’s ability to service current debt arrangements and to raise and service any additional debt or to meet conditions applicable to current or future debt arrangements, will be a function of a number of factors, including (without limitation) macroeconomic conditions, future gold and copper prices, Newcrest’s credit rating, operational cash flow and production performance. If Newcrest is unable to obtain any required additional funding on acceptable terms then its business, operating and financial performance and results may be impacted. Exploration, project evaluation and project development Newcrest’s current and future business, operating and financial performance and results are impacted by the discovery of new mineral prospects and actual performance of developing and operating mines, which may differ significantly from estimates determined at the time the relevant project was approved for development. Newcrest’s current or future development activities may not result in expansion or replacement of current production, or one or more new production sites or facilities may be less profitable than anticipated or may not be profitable at all. Newcrest’s ability to sustain or increase its current level of production in the future is in part dependent on the success of its exploration activities in replacing gold and copper reserves depleted by production, the development of new projects and the expansion of existing operations. In the last decade the time from discovery to production has increased significantly as a result of a variety of factors, including increases in capital requirements, environmental considerations, economic conditions and the complexity and depth of ore bodies. 66 Directors’ Report Operating and Financial Review 7. RISKS (continued) Political, economic, social and security risks Newcrest has exploration, development and production activities that are subject to political, economic, social, security and other risks and uncertainties. These risks and uncertainties are unpredictable, vary from country to country and include but are not limited to law and order issues (including varying government capacity to respond), political instability, expropriation and/or nationalisation, changes in government ownership levels in projects, fraud, bribery and corruption, restrictions on repatriation of earnings or capital, land ownership disputes and tenement access issues. These risks have become more prevalent in recent years, and in particular there has been an increasing social and political focus on: • the revenue derived by governments and other stakeholders from mining activities, which has resulted in announced reviews of the fiscal regimes applicable to mining in a number of the jurisdictions in which Newcrest has interests (including Papua New Guinea and Indonesia); and • national control of and benefit from natural resources, with proposed reforms regarding government or landowner participation in mining activities, limits on foreign ownership of mining or exploration interests and/or forced divestiture (with or without adequate compensation), and broad reform agenda in relation to mining legislation, environmental stewardship and local business opportunities and employment. Recent examples of reviews announced in jurisdictions in which Newcrest has mining and/or exploration interests include (without limitation): • • In Indonesia (where Newcrest’s 75% owned Gosowong operations are located), in the context of the review of the Gosowong Contract of Work, the Government may seek to reduce the size of the tenement holding, impose requirements for additional local equity participation, and make changes to the fiscal regime that applies to the project. In Papua New Guinea, the Government has undertaken a broad review of mining laws and its taxation regime. In addition to the risk of an increased tax cost to the Group’s operations, potential reforms from these reviews may include changes to the level and manner of local equity participation in projects and the introduction of additional retrospective reporting and compliance requirements which may increase operating costs. There is also the risk of changes to exchange controls and/or laws or regulations pertaining to the remittance of profits and capital. There can be no certainty as to what changes, if any, will be made to relevant laws in the jurisdictions where the Group has current interests, or other jurisdictions where the Group may have interests in the future, or the impact that relevant changes may have on Newcrest’s ability to own and operate its mining and related interests and to otherwise conduct its business in those jurisdictions. Community relations Newcrest’s relationship with the communities in which it operates is an essential part of ensuring success of its existing operations and the development of its projects. A failure to manage relationships with the communities in which Newcrest operates may lead to local dissatisfaction, which, in turn, may lead to interruptions to Newcrest’s production, development and exploration activities. Particular challenges in community relations include increasing expectations regarding the level of benefits that communities receive and the level of transparency regarding the payment of compensation and the provision of other benefits to affected landowners and the wider community. Typically, where Newcrest has exploration activities, development projects or operations, it enters into agreements with local landowners. These agreements include compensation and other benefits and may be subject to periodic review. The negotiation and/or review of community agreements, including compensation and other benefits, involves complicated and sensitive issues, associated expectations and often competing interests, which Newcrest seeks to manage respectfully. The nature and subject matter of these negotiations may result in community unrest which, in some instances, results in interruptions to Newcrest’s activities. For example, the community agreements in place with customary landowners in relation to Newcrest’s Lihir operation in Papua New Guinea are the subject of a regular review process. The duration of the review process is a result of the important and complex issues covered by the agreements and the competing interests of different landowner groups. During the ongoing review process, and in the context of the previous review (FY2000-FY2007), the Lihir operations have experienced periodic disruptions as a result of community unrest regarding the progress of the review negotiations and intra-community issues. Although community issues are generally resolved within a short period, there can be no assurance that further disputes with the customary landowners will not arise from time to time which, if prolonged, could lead to disruptions to Newcrest’s projects and operations. In addition, there is a level of community concern relating to the perceived effect of mining activities on the environment and on the communities located near such activities. Certain non-government-organisations are vocal critics of the mining industry and its practices, including in relation to the use of hazardous substances in processing activities and the use of deep sea tailings placement. Adverse publicity generated by non-government-organisations or others relating to extractive industries generally, or Newcrest specifically, could have an adverse impact on Newcrest’s reputation or financial condition and may impact on Newcrest’s relationships with the communities in which it operates. No assurance can be given that incidents will not arise that generate community concerns associated with Newcrest’s operations and potentially cause disruptions until resolved. Health There are numerous occupational health risks associated with mining and metallurgical processes. These include musculoskeletal disorders, fatigue, mental health illnesses and exposure to noise, diesel particulate matter, silica and acid mist. Unforeseen or past workplace exposures may lead to long-term health issues and potential compensation liabilities. The global nature of our operations also means that our employees may be affected by mosquito borne diseases such as malaria, dengue fever or zika virus. Other potential health impacts include tuberculosis, and pandemic influenza outbreaks such as swine or avian flu. Environment and Closure Mining operations and development activities have inherent risks and liabilities associated with potential harm to the environment and the management of waste products. Newcrest’s operations are therefore subject to extensive environmental law and regulation in the various jurisdictions in which it operates. Compliance with these laws require significant expenditure and non-compliance may potentially result in fines or requests for improvement actions from the regulator or could result in reputational harm. NEWCREST MINING LIMITED ANNUAL REPORT 2016 67 Human resources and industrial relations Newcrest competes with mining and other companies to attract and retain key employees and third party contractors with appropriate technical skills and managerial experience necessary to continue to operate its business. There can be no assurance that Newcrest will be able to attract and retain skilled and experienced personnel and, should Newcrest lose any of its key personnel or fail to attract personnel, its business may be harmed and its operations and financial condition could be adversely affected. Newcrest may be impacted by industrial relations issues in connection with its employees and the employees of Newcrest’s contractors and suppliers. Any such activity could cause production delays, increased labour costs and adversely impact Newcrest’s ability to meet its production forecasts. In a number of jurisdictions where Newcrest has mining and related interests, there are also local requirements or expectations regarding the extent to which local and national persons are directly engaged in the mining and related activities which may result in disruptions to Newcrest’s activities where relevant requirements and/or expectations are not met. There can be no assurance that disruptions will not occur in the future which may have an adverse effect on Newcrest’s business. Similarly, there can be no assurance that Newcrest will be able to attract and retain suitably qualified and experienced local or national personnel, or that unskilled persons trained by Newcrest will be retained, in the future. Competition for projects to replace Ore Reserves Significant gold deposits are becoming more difficult to find, are deeper and often in remote and challenging jurisdictions. The declining rate of discovery of new gold deposits has, in recent years, increased the challenge of replacing the mining depletion of existing resources and reserves throughout the global gold sector. Newcrest faces intense competition for acquisition of attractive exploration and mining properties to replace reserves depleted by mining. As a result of this competition, exploration and acquisitions may not result in Newcrest being able to maintain or increase its Ore Reserves which could negatively impact its future business, operating and financial performance and results. Newcrest evaluates potential acquisition and development opportunities for mineral deposits, exploration or development properties and operating mines. Newcrest’s decision to acquire or develop these properties is based on a variety of factors, including historical operating results, estimates and assumptions regarding the extent and quality of mineralisation, resources and reserves, assessment of the potential for further discoveries or growth in resources and reserves, development and capital costs, cash and other operating costs, expected future commodity prices, projected economic returns and evaluations of existing or potential liabilities associated with the relevant assets and how these factors may change in future. Other than historical operating results (if applicable), these factors are uncertain and could have an impact on revenue, cash and other operating results, as well as the process used to estimate Mineral Resources and Ore Reserves. Newcrest’s operations may create a risk of exposure to hazardous materials. Newcrest uses hazardous material (for example, cyanide) and generates waste products that must be disposed of. Appropriate management of waste is a key consideration in Newcrest’s operations. Mining operations can also impact flows and water quality in surface and ground water bodies and remedial measures may be required to prevent or minimise such impacts. Newcrest is required to close its operations and rehabilitate the lands that it disturbs during the exploration and operating phases in accordance with applicable environmental laws and regulations. A closure plan and estimate of closure and rehabilitation liabilities are prepared for each of Newcrest’s operations. These estimates of closure and rehabilitation liabilities are based on current knowledge and assumptions, however actual costs at the time of closure and rehabilitation may vary materially. In addition, adverse or deteriorating external economic conditions may bring forward mine closure and associated closure and rehabilitation costs. Resources and reserves Mineral Resources and Ore Reserves estimates are necessarily imprecise and involve subjective judgements regarding a number of factors including (but not limited to) grade distribution and/or mineralisation, the ability to economically extract and process mineralisation, and future commodity prices, exchange rates and operating costs. Such estimates relate to matters outside Newcrest’s reasonable control and involve statistical analysis which may subsequently prove to be unreliable or flawed. Newcrest’s annual Mineral Resources and Ore Reserves statement is based upon a number of factors, including (without limitation) exploration drilling and production results, geological interpretations, economic assumptions (such as future commodity prices and exchange rates) and operating and other costs. These factors may result in reductions in Newcrest’s Mineral Resources and Ore Reserves estimates, which could adversely affect the life-of-mine plans and may impact upon the value attributable to Newcrest’s mineral inventory and/or the assessment of realisable value of one or more of Newcrest’s assets and/or depreciation expense. Reliance on contractors Some aspects of Newcrest’s production, development and exploration activities are conducted by contract mining operators. As a result, Newcrest’s business, operating and financial performance and results may be negatively impacted upon by the availability and performance of these contractors and their financial strength. The material risks associated with contract mining operators at Newcrest’s sites includes the risk of the contractor or its sub-contractors being involved in a safety or environmental incident and the potential for interruption to Newcrest’s operations due to a Contractor becoming insolvent. Marketing Newcrest produces mineral concentrates which are exported by ocean vessels to smelters, located predominantly in Asia, with associated risks including (without limitation) fluctuating smelter charges, marine transportation charges and inland freight charges. Transportation of the concentrate is also subject to numerous risks including (without limitation) delays in delivery of shipments, terrorism, loss of or reduced access to export ports, weather conditions and environmental liabilities in the event of an accident or spill. Sales of concentrate may also be adversely impacted by disruption at the operations of one or more of the receiving smelters and consequent declarations of force majeure at such smelters. Additionally, the quality of mineral concentrates, including the presence of impurities and deleterious substances, is subject to restrictions on import which vary across jurisdictions and may impact upon the saleability or price realised for the mineral concentrate. 68 Directors’ Report Operating and Financial Review 7. RISKS (continued) Joint venture arrangements Newcrest has joint venture interests, including its interests in the Hidden Valley mine and Wafi Golpu Project in Papua New Guinea, the Gosowong mine in Indonesia and the Namosi project in Fiji. These operations are subject to the risks normally associated with the conduct of Joint Ventures which include (but are not limited to) disagreement with joint venture partners on how to develop and operate the mines or projects efficiently, inability of joint venture partners to meet their financial and other joint venture commitments and particular risks associated with entities where a sovereign State holds an interest, including the extent to which the State intends to engage in project decision making and the ability of the State to fund its share of project costs. The existence or occurrence of one or more of these circumstances or events may have a negative impact on Newcrest’s future business, operating and financial performance and results, and/or value of the underlying asset. New acquisitions Newcrest’s ability to make successful acquisitions and any difficulties or time delays in achieving successful integration of any such acquisitions could have an adverse effect on its business, operating results and financial condition. Business combinations and acquisitions entail a number of risks including the effective integration of acquisitions to realise synergies, unanticipated costs and liabilities and issues impacting production. Newcrest may also be liable for the acts or omissions of predecessors or otherwise exposed to liabilities that were unforeseen or greater than anticipated. These and other factors may result in reductions in the Mineral Resources and Ore Reserves estimates for the acquired business, and/or impact upon the value attributable to the acquired business. Macro-economic conditions Newcrest’s operating and financial performance is influenced by a variety of macro-economic and business conditions including the level of inflation, interest rates, exchange rates and government fiscal, monetary and regulatory policies. Prolonged deterioration in general economic conditions, change or deterioration in the rate of economic growth including changes to interest rates or decrease in consumer and business demand, could be expected to ultimately have an impact on Newcrest’s business, results of operations or financial condition and performance. Information Technology Newcrest’s operations are supported by information technology (IT) systems, consisting of infrastructure, networks, applications, and service providers. Newcrest could be subject to network and systems interference or disruptions from a number of sources, including (without limitation) security breaches, cyber-attacks, natural disasters and system defects. The impact of IT systems interference or disruption could include production downtime, operational delays, destruction or corruption of data and disclosure of commercially sensitive information any of which could have a material impact on Newcrest’s business, operations or financial condition and performance. Uninsured risks In addition to maintaining insurances required by law, Newcrest maintains a range of insurance policies to assist in mitigating the impact of events which could have a significant adverse effect on its operations and profitability. Newcrest’s insurances do not cover all potential risks associated with its business. Newcrest may elect not to insure, or to self-insure against certain risks, where the premiums associated with insuring against those risks are considered to be excessive or for various other reasons, including an assessment that the risks are remote. Further, Newcrest’s insurance policies carry deductibles and limits which apply in the event of a claim which may lead to Newcrest not recovering the full monetary impact of an insured event, and are subject to policy terms and conditions (including exclusions) which may impact on the extent to which a relevant policy responds to the circumstances of a claim. The occurrence of events for which Newcrest is not insured, or in respect of which relevant insurances do not respond fully, may adversely affect Newcrest’s financial condition and performance. Liquidity and Indebtedness In addition to cash flows from operating activities, Newcrest has a range of debt facilities with external financiers – including unsecured bilateral bank loan facilities, corporate unsecured senior notes (or ‘bonds’) and private placement unsecured notes. Newcrest has sought to structure these debt facilities to have varying maturities so that its refinancing obligations are staggered. Although Newcrest currently generates sufficient funds to service its debt requirements, no assurance can be given that Newcrest will be able to meet its financial covenants, its debt repayment obligations, or be able to refinance the debt prior to its expiry on acceptable terms to Newcrest. If Newcrest is unable to meet its financial covenants or debt repayment obligations when required or refinance its external debt on acceptable terms, its financial condition and ability to continue operating may be adversely affected. Litigation Litigation has the potential to negatively impact upon Newcrest’s business, operating and financial performance and results. Regardless of the ultimate outcome of litigation (which may be subject to appeal), and whether involving regulatory action or civil claims, litigation may have a material impact on Newcrest as a result of the costs associated with litigation (some of which may not be recoverable) and the management time associated with defending litigation. The notes to Newcrest’s Financial Statements provide details regarding certain current and potential litigation involving Newcrest. Forward looking statements Newcrest provides guidance on aspects of its business including production, cost and capital expenditure which relate to matters in the future (forward looking statements). Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Group’s actual results, performance and achievements to differ materially from those indicated in the forward looking statements. Forward looking statements are based on Newcrest and its Management’s assessment of the financial, market, regulatory and other relevant environments that will exist and affect the Group’s business and operations in the future. There can be no assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Group’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by Newcrest or management or beyond the Group’s control. Although Newcrest attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Group. NEWCREST MINING LIMITED ANNUAL REPORT 2016 69 Directors’ Report Remuneration Report 15 August 2016 Dear Shareholder, On behalf of the Board, we are pleased to provide Newcrest’s Remuneration Report for the year ended 30 June 2016, for which we seek your support at our Annual General Meeting (AGM) in November 2016. YEAR IN REVIEW The 2016 financial year was another strong year of free cash flow generation, notwithstanding lower average realised prices for gold and copper and the adverse impact of unplanned interruptions to production at some operations, most notably at Gosowong. The continuation of the improved production and financial performance of Lihir and ramp up of Cadia East was very pleasing. The free cash flow was applied to the reduction of debt, which had the effect of bringing the Company’s leverage and gearing ratios inside the target range we communicated at the start of the financial year. This strengthening financial position and outlook has provided the basis for the Directors determining to pay a final dividend, whilst also preserving the capacity to fund future growth. As foreshadowed in the 2015 Remuneration Report, during the past financial year Tim Poole and Vince Gauci retired and Xiaoling Liu and Roger Higgins joined the Board. Richard Knight will retire from the Board, with effect from 16 August 2016 and Vickki McFadden will join the Board as an independent Non-Executive Director (NED) with effect from 1 October 2016. Two Executive General Managers left the Company during the past financial year, and we underwent an extensive search for suitable Executives to assist us in achieving our strategic objectives. Michael Nossal joined as Chief Development Officer, Ian Kemish joined as Executive General Manager Public Affairs and Social Performance and Philip Stephenson was promoted to Executive General Manager Gosowong and Telfer. In September 2016, Jane Thomas, Executive General Manager People, will leave the Company following her resignation and the process to fill her role is underway. We believe that we have a very strong Executive team in place to manage the Company going forward. Our good financial and operational performance was overshadowed by two tragic fatalities in the 2016 financial year – one at the Hidden Valley Joint Venture (in which the Company has a 50% interest) in July 2015 and one at Cadia in September 2015. An intensive review of all aspects of our safety processes and initiatives was undertaken and the Company is now implementing a comprehensive plan aimed at improving safety culture and performance. The Board and Management remain focussed on safety and will relentlessly seek to eliminate fatalities and life-altering injuries from the Company’s operations. REMUNERATION OUTCOMES AND CHANGES The remuneration outcomes for our Key Management Personnel (KMP) reflect the performance outlined above. Short term incentive outcomes for our Executives range from 54% to 67% of their potential maximum. 19.1% of the 2012 Long Term Incentive (LTI) Plan vested during the 2016 financial year, reflecting the difficult challenges facing the Company for the three year period to 30 June 2015. The Board takes great care to ensure that Newcrest’s remuneration frameworks are aligned to the Company’s strategy and performance and result in appropriate remuneration outcomes for Executives. On this basis, the Board has made further improvements to some aspects of the framework following consultation with a number of shareholders and proxy advisers. The key changes implemented during the 2016 financial year (as foreshadowed in the 2015 Remuneration Report) are set out in the Report and include: implementation of Short Term Incentive (STI) deferral, which covers all Executives; • • modification of the LTI measure for Reserves and Resources so that calculation is on a ’per share’ basis; • • introduction of an overarching clawback policy that applies to LTI and STI awards; and introduction of a minimum shareholding requirement which covers all KMP. The key change that is planned for the 2017 financial year (described in more detail in the Report) is the introduction of relative total shareholder return (Relative TSR) as a performance condition for one-third of the LTI grant in place of the previous “strategic performance” measure. Newcrest remains committed to ensuring that the Company’s Executive remuneration framework and outcomes attract, reward and retain high calibre people and drive strong individual and Group performance in the interests of both the Company and its shareholders. We will continue to monitor and improve the framework as required during the 2017 financial year. We thank you for your feedback and continued support. Peter Hay Chairman, Board of Directors Rick Lee AM Chairman, Human Resources and Remuneration Committee 70 Directors’ Report Remuneration Report This Report details the remuneration arrangements in place for the KMP, being those executives who have authority for planning, directing and controlling the activities of the Company. KMP comprises all NEDs and Executives. In this Report, Executives refers to members of the Executive Committee (including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of Newcrest, who are also Directors of the Company). This Report has been audited under section 308(3C) of the Corporations Act 2001. CONTENTS We have structured the Report into the following sections: Section 1 Remuneration Snapshot Section 2 Key Management Personnel Section 3 Remuneration Governance Section 4 Our Executive Remuneration Framework Section 5 Remuneration Outcomes Section 6 Executive Service Agreements and Termination Arrangements Section 7 Non-Executive Directors’ Remuneration Section 8 Shareholdings Section 9 Statutory Tables 1. REMUNERATION SNAPSHOT 1.1. Key remuneration outcomes Key remuneration outcomes for the 2016 financial year are summarised in the table below. 70 73 73 74 83 87 87 88 89 STI Outcomes LTI Outcomes The average STI outcome for Executives was 60.3% of the maximum opportunity based on the assessment of business and personal measures. This reflects the Company’s strong financial performance, but disappointing safety performance, during the year. 19.1% of the 2012 LTI Plan vested during the 2016 financial year, reflecting the difficult challenges facing the Company during the three year period to 30 June 2015. This equates to 9% of the value of the original award, taking into account share price movements over the life of the award. The portion that vested recognises Management’s efforts in cost management and reduction relative to their peers whilst achieving production guidance during a particularly challenging period. The 2013 LTI Plan (under which grants of LTIs were made in the 2014 financial year) is expected to vest on or around 16 September 2016 and it is anticipated that the vesting levels will be in the range of 25% to 33.3%. Executive Remuneration Executives received no increase in fixed remuneration during the 2016 financial year where they remained in their existing roles. NED Remuneration NEDs received no fee increases during the 2016 financial year. 1.2. What changed in relation to the remuneration framework during the 2016 financial year? The table below summarises the key changes to the Executive remuneration framework implemented during the 2016 financial year (all of which were foreshadowed in the 2015 Remuneration Report). STI Deferral introduced for Executives STI deferral was introduced for all Executives, with 50% of any STI award for an Executive being deferred into shares. 50% of the deferred shares are released after 12 months, with the remainder released after two years. Refer to section 4.4 for further details. Changes in LTI Measures For the 2015 LTI Plan, the reserves replacement and resources replacement measures were stated and calculated on a “per share” basis and the diversity targets were updated. Refer to section 4.5.2 for further details. Clawback An overarching General Clawback Policy was introduced. It allows the Board to recover an amount from any unpaid, unvested, restricted or future LTI and/or STI award for a period of two years from vesting or the award date, if it is determined that an inappropriate benefit has been conferred on an employee. Refer to sections 4.4.1 and 4.5.1 for further details. Minimum Shareholding Requirements Minimum shareholding requirements were introduced for all KMP with effect from 1 July 2015. Refer to section 8.1 for further details. NEWCREST MINING LIMITED ANNUAL REPORT 2016 71 1.3. What changes occurred to reporting during the 2016 financial year? As reported to the market on 17 December 2015, Newcrest changed its reporting (presentation) currency from Australian dollars to US dollars in the 2016 financial year. In line with this change, Newcrest has also changed the currency which is used in this Report to US dollars. Comparative financial information included in this Report, previously reported in Australian dollars has been restated into US dollars. Executive remuneration, which is paid in Australian dollars, has also been translated into US dollars. The Total Fixed Remuneration for Executives in Australian dollars is shown in section 4.3 to enable comparisons to be made in future years without the impact of changes in exchange rates. The NED fees in Australian dollars are shown in section 7.3. 1.4. What changes are planned for the 2017 financial year? In addition to the above, the Board plans to make the changes to the Company’s Executive remuneration framework set out below, to be implemented during the course of the 2017 financial year to more closely align the interests of Executives with the interests of shareholders. Change in LTI measures Relative TSR will be a new measure in the 2016 LTI Plan which will apply for one-third of the LTI grant and replace the Strategic Performance measure in the 2015 LTI Plan. The four elements of the Strategic Performance measure - Resources and Reserves, Organisational Health, Diversity and Growth - continue to be considered important by the Board, but will be embedded into each Executive’s short-term objectives, underpinned by the STI Plan. The vesting schedule for the Comparative Cost Position measure in the 2016 LTI Plan will be amended, with: • maximum vesting to occur if Comparative Costs are below the 25th percentile (previously it was the lowest decile); and • minimum vesting to occur if Comparative Costs are below the 50th percentile, but the vesting level at this minimum vesting trigger will be reduced from 50% to 40%. These changes are aimed at ensuring that the performance required for maximum vesting is challenging but achievable, in light of the tendency for the lowest cost peers to be small, single-mine producers who are not comparable to companies with Newcrest’s scale and breadth of operations. The level of vesting to occur for achieving the minimum threshold level of performance has been decreased to offset the easing of the target for maximum vesting. Refer to section 4.5.3 for further details. In relation to the third performance measure, Return on Capital Employed (ROCE), the Board is currently undertaking a review. See section 4.5.3 for further details. The remuneration policy of the Company is to attract and retain talented people and reward them appropriately for performance. During the course of the 2017 financial year the Board will review whether the total reward offering (inclusive of fixed remuneration, short term incentive and long term incentive) appropriately delivers on these policy objectives. 72 Directors’ Report Remuneration Report 1. REMUNERATION SNAPSHOT (continued) 1.5. Actual Remuneration Table The table below details the cash and value of other benefits actually received by the current Executives in the 2016 financial year. This is a voluntary disclosure. It includes non-IFRS financial information and some of the figures in this table have not been prepared in accordance with Australian Accounting Standards. An explanation of the relevant remuneration items included in the table is provided in the associated footnotes. The Board believes that presenting information in this way provides shareholders with increased clarity and transparency. See section 9.1 for the statutory remuneration table that has been prepared in accordance with Australian Accounting Standards. Non-Statutory Current Executive Remuneration Executive 2016 financial year Sandeep Biswas Gerard Bond Craig Jones Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas Short Term Incentive Other Cash TFR(1) Paid(2) Benefits(3) Other Benefits(4) LTI Rights Vested(5) Other Rights Vested(6) Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 1,676 669 561 64 510 700 467 503 5,150 1,198 770 608 – 425 – 213 208 3,422 19 – 103 – – 114 47 28 311 19 9 130 – 6 7 47 39 257 – 61 29 – – – – – 90 455 – – – – – – – 455 3,367 1,509 1,431 64 941 821 774 778 9,685 Notes to Non-Statutory Current Executive Remuneration (1) (2) TFR (Total Fixed Remuneration) comprises base salary and superannuation contributions. For new Executives, TFR has been pro-rated for time served as an Executive. Represents amounts paid under the STI Plan during the year, relating to performance for the 2015 financial year. Philip Stephenson’s STI relates to the period in which he was not an Executive. (3) (4) (5) (6) Other cash benefits comprise cash payments made in accordance with Executive Service Agreements and either relocation costs or travel costs paid in lieu of relocation entitlements. Other benefits represent non-monetary benefits such as parking, insurance and applicable fringe benefits tax paid on benefits. Represents rights that have vested under the 2012 LTI Plan during the 2016 financial year. The value of the rights has been measured based on the share price at the close of business on the vesting date. In November 2015, Sandeep Biswas received 54,990 fully paid ordinary shares (based on the January 2014 VWAP) on vesting of sign-on rights granted to him as compensation for amounts foregone in accepting a role with Newcrest. The value of the shares has been measured based on the share price at the close of business on the vesting date. TFR and Other Benefits have been translated from Australian dollars to US dollars using an average exchange rate of 0.7285. Short Term Incentive Paid, Other Cash Benefits, Other Rights Vested and LTI Rights Vested have been translated at their applicable rate. NEWCREST MINING LIMITED ANNUAL REPORT 2016 73 2. KEY MANAGEMENT PERSONNEL (KMP) The following table details the Company’s KMP during the 2016 financial year. Name Role Executive Directors Sandeep Biswas Gerard Bond Other Executives Craig Jones Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas Former Executives Colin Moorhead David Woodall Non–Executive Directors Peter Hay Philip Aiken AM Roger Higgins Lady Winifred Kamit Richard Knight Rick Lee AM Xiaoling Liu John Spark Managing Director and Chief Executive Officer (CEO) Finance Director and Chief Financial Officer (CFO) Executive General Manager – Cadia and MMJV (EGM – Cadia and MMJV) Executive General Manager – Australian Operations and Projects Executive General Manager – Public Affairs and Social Performance (EGM – Public Affairs and Social Performance) Executive General Manager – General Counsel and Company Secretary (EGM – General Counsel and Company Secretary) Chief Development Officer (CDO) Executive General Manager – Gosowong and Telfer (EGM – Gosowong and Telfer) Executive General Manager – People (EGM – People) Executive General Manager – People & Community Executive General Manager – Minerals Executive General Manager – International Operations Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Former Non-Executive Directors Vince Gauci Tim Poole Non-Executive Director Non-Executive Director Term Full year Full year From 6 July 2015 From 1 – 5 July 2015 From 16 May 2016 Full year From 6 July 2015 From 6 July 2015 From 16 May 2016 1 July 2015 – 15 May 2016 Ceased 31 August 2015 Ceased 31 July 2015 Full year Full year From 1 October 2015 Full year Full year Full year From 1 September 2015 Full year Ceased 29 October 2015 Ceased 30 July 2015 Jane Thomas, EGM People, has resigned and will cease employment with the Company on 9 September 2016. The process of securing a replacement is in progress. 3. REMUNERATION GOVERNANCE 3.1. Role of the Human Resources and Remuneration Committee (HRR Committee) The Board takes an active role in the governance and oversight of Newcrest’s remuneration policies and is responsible for ensuring that the Company’s remuneration strategy aligns with Newcrest’s short and long term business objectives. The HRR Committee reviews, formulates and makes recommendations to the Board in relation to matters within its Charter, including the remuneration arrangements of the CEO, Executives and the NEDs, and oversees the major components of the Board’s approved remuneration strategy. The Charter for the HRR Committee is available on the Company’s website: www.newcrest.com.au/about-us/corporate-governance. Current members of the HRR Committee are Rick Lee (Chairman), Philip Aiken, Xiaoling Liu and Winifred Kamit. 3.2. External Remuneration Consultants During the 2016 financial year, the HRR Committee obtained advice from KPMG as part of the review of the Company’s remuneration arrangements, including: • benchmarking data for CEO, Executive and NED remuneration; and • information and insights with respect to market practices and trends in remuneration within ASX listed and global gold companies, including use of TSR as an LTI metric. KPMG did not provide a remuneration recommendation as defined by the Corporations Act 2001. The engagement of KPMG was initiated by the HRR Committee, based on agreed protocols governing the engagement and processes set out in the Company’s External Remuneration Consultants Policy. 74 Directors’ Report Remuneration Report 4. OUR EXECUTIVE REMUNERATION FRAMEWORK 4.1. Remuneration Strategy Our remuneration strategy is to provide market-competitive levels of remuneration, having regard to the size and complexity of the Company, the scope and work of each role, and the impact the Executive can have on Company performance. Our policy is to offer a competitive total remuneration package for Executives, benchmarked against comparable roles in ASX 11 – 40 companies, including a subset of industrial, materials, energy and utilities companies, as well as the following global gold mining companies: Goldcorp Inc, Yamana Gold Inc, Freeport-McMoran Copper & Gold, Polyus Gold International Ltd, Agnico Eagle Mines Limited, AngloGold Ashanti Ltd, Barrick Gold Corporation, Gold Fields Ltd, Eldorado Gold Corp, Kinross Gold Corporation, IAMGOLD Corp and Newmont Mining Corporation. Total Fixed Remuneration (TFR) is targeted at the 50th percentile for comparable roles and experience/skills, while the total remuneration package for each Executive (inclusive of both fixed and variable remuneration) is targeted at up to the 75th percentile for comparable roles and experience/skills. The key elements of the remuneration strategy in determining the remuneration mix are: • market competitive levels of remuneration having regard to both the level of work and the impact employees can potentially have on Company performance; • appropriate levels of “at risk” performance pay to encourage, recognise and reward high performance; • group performance measures that align performance incentives with the long term interests of shareholders; • attraction and retention of talented, high performing Executives (including the provision of sign-on grants where appropriate to attract key talent); and • a remuneration structure that provides an appropriate balance of risk and reward sharing between each participant and the Company. 4.2. Executive Remuneration Framework The diagram below outlines the remuneration components (other than any sign-on grants) for the 2016 financial year for all Executives. Further details regarding each of the remuneration components are provided in sections 4.3 to 4.5. An overview of the remuneration mix is provided in section 4.6. Remuneration Type Fixed Remuneration Variable / At-Risk Remuneration Total Fixed Remuneration (TFR) Short Term Incentive (STI) Long Term Incentive (LTI) Delivered in cash Delivered in shares Component Delivery Composition • Base salary plus superannuation • 50% of STI outcomes paid in cash after financial year • Outcomes based on a combination of business performance and personal measures • Subject to clawback and overarching Board discretion • 50% of STI outcomes deferred as shares • Outcomes based on a combination of business performance and personal measures • Half of deferred shares are restricted for one year and the other half for two years • Subject to clawback and overarching Board discretion Designed to: • align interests of shareholders and Executives through an appropriate level of “at risk” pay; reward for increasing shareholder value by meeting or exceeding Company and individual objectives; and • • support the financial and strategic direction of the business through performance measures. Large proportion subject to Group and business unit financial targets. Non-financial targets aligned to core values, including safety and key strategic and growth objectives. • Rights with a 3 year vesting period and one year holding lock • Outcomes based on ROCE, comparative cost position and strategic performance • Subject to clawback and overarching Board discretion Designed to encourage Executives to focus on the key performance drivers which underpin the Company’s strategy to deliver long term growth in shareholder value. Link with strategic objectives Set to attract, retain, motivate and reward high quality executive talent to deliver on the Company’s strategy NEWCREST MINING LIMITED ANNUAL REPORT 2016 75 The diagram below illustrates how the different components of remuneration are delivered over a three year cycle. FY2016 FY2017 FY2018 FY2019 FY2020 Salary Salary Paid during the year STI LTI Performance Period (12 months) 50% Cash 25% Deferred Shares (12 months) 25% Deferred Shares (24 months) Performance Period Vesting Period post-grant (Performance Rights) (3 years) Restricted Shares (12 months) 4.3. Total Fixed Remuneration (TFR) Feature Description Composition TFR comprises base salary, superannuation contributions in line with statutory obligations, and any salary packaged amounts (for example, novated lease vehicles). TFR is paid in Australian dollars. Relevant Considerations TFR is determined on an individual basis, considering the scope of the role, the individual’s skills and expertise, individual and group performance, market movements and competitiveness. For the 2016 financial year, the total remuneration packages for the majority of the Executives, including the CEO, were within the 50 – 75% target range of the benchmarked ASX comparator groups. Review TFR is reviewed annually, with any increases taking effect on 1 October each year. There were no increases to TFR for existing roles in the October 2015 salary review. The only increase to TFR for existing roles in the August 2016 salary review was for the CFO, who will receive an increase of 6.2% to A$975,000 with effect from 1 October 2016, following benchmarking that was undertaken and an expansion in his accountabilities. Set out below is the TFR for the current Executives as at 30 June 2016, shown in Australian dollars. This information is provided to enable comparisons to be made in future years, without the impact of changes in exchange rates. Name Sandeep Biswas Gerard Bond Craig Jones Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas TFR A$ 2,300,000 918,494 770,494 700,000 700,494 975,000 650,000 690,000 76 Directors’ Report Remuneration Report 4. OUR EXECUTIVE REMUNERATION FRAMEWORK (continued) 4.4. Short Term Incentive 4.4.1. Key features of the STI Plan for the 2016 financial year Feature Participation Opportunity Description All Executives participate in the STI Plan. All employees from Supervisor level and above are also invited to participate in the STI Plan. Target percentages awarded differ by level. For “at target” performance, the CEO has the opportunity to receive 100% of TFR; the CFO, CDO and EGM – Cadia and MMJV have the opportunity to receive 80% of TFR; and the other Executives have the opportunity to receive 60% of TFR. Each Executive has the opportunity to receive double the “at target” percentage for ‘maximum’ performance. Targets are set with a level of “stretch” built in, and as such, maximum STI targets are designed to only be achieved in respect of exceptional performance. Performance Period The assessment period is the financial year preceding the payment date of the STI (i.e. 1 July 2015 – 30 June 2016). Performance Conditions Performance conditions are a mix of personal and business measures. Robust threshold, target and maximum targets are established for all measures to drive high levels of business and individual performance. The annual budget generally forms the basis for the “target” performance set by the Board. The diagram below illustrates the weighting of the performance conditions, using the CEO’s personal conditions as an example. Sustainable & Safe Performance 25% Operations 25% Value & Cash Generation 25% Strategy/Growth 25% PERSONAL MEASURES 40% BUSINESS MEASURES 60% Safety 25% Earnings 25% Costs 25% FCF 25% Each of the CEO, CFO and other Executives have different personal measures, but the same business measures. For further details in relation to the personal and business measures, including their composition, and how they are set and assessed, refer to section 4.4.2. Calculation of STI Award STI Amount ($) = ((60% x business outcome) + (40% x personal outcome)) x “At Target” STI% x TFR Business and personal outcomes are scored out of 200%, with 50% for threshold performance, 100% for target performance and 200% for maximum performance. Business or personal measures that fail to meet the threshold target score 0%. If the overall average of the four personal measures is below 50%, the CEO and/or Board has the discretion to not make an STI award to that participant. Payment, Delivery and Deferral The STI is delivered 50% in cash and 50% in deferred shares in October 2016, following finalisation of the audited annual Company results and the approval of all personal outcomes. Of the deferred component, half is to be released after 12 months (in October 2017) and the remainder after two years (in October 2018). The Executives will be entitled to dividends and voting rights attaching to their deferred shares. Cessation of Employment during Performance Period Except at the discretion of the Board: • • if a participant resigns or is dismissed, the STI is forfeited; and if a participant ceases employment for any other reason, the STI award will be reduced on a pro rata basis, but will remain payable and any deferred shares will remain on foot for the balance of the relevant restriction period and then be released. Clawback In general, the Board has the discretion to reduce or forfeit an STI award, or to seek recovery from a participant, if an event or circumstance has occurred which has resulted in an inappropriate benefit being conferred on a participant (including fraud, dishonesty, gross misconduct or if the outcomes are the result of material error or misstatement of the financial accounts). The discretion may be exercised for a period of two years from the vesting or award date. Overriding Board Discretion The Board retains overriding discretion to adjust the final outcome to ensure any STI award is appropriate. NEWCREST MINING LIMITED ANNUAL REPORT 2016 77 4.4.2. STI performance conditions in detail Business measures for the 2016 financial year Business Measure Weighting Reason the Performance Measure Was Adopted Safety 25% Total Recordable Injury Frequency Rate (TRIFR(1)) (50%) Major Hazard Audit and Significant Potential Incident (SPI)(2) Action Close Out on Time (50%) The Company is committed to reinforcing a strong safety culture and improving safety leadership. The combined measures maintain a focus on safety performance as measured by TRIFR and drive critical actions to prevent future potential fatalities and/or serious injuries. Earnings 25% Adjusted Net Profit/(Loss) After Tax and Before Significant Items The earnings target is a direct financial measurement of the Company’s performance, providing a strong alignment to the interests of shareholders. The results are based on the statutory profit of the Group adjusted for the effect of commodity prices, foreign exchange rates and other significant items determined by the Board which are considered to be outside the control of management. It provides a strong reflection of production delivery, operational efficiency and cost management. Costs AISC per ounce(3) 25% This measure is a highly relevant short and long term measure which is consistent with the Company’s strategy of focussing on sustainable cash generation and profitability. It is the primary unit cost measure in the gold industry, and is visible and readily understood. It is based on publicly disclosed and reconciled results and is therefore a reliable measure for use by the Company, adjusted for the effect of commodity prices and foreign exchange rates. Free Cash Flow 25% FCF FCF was adopted as the fourth business measure for the 2016 financial year as a highly relevant short and long term measure. It reflects cost and capital management and production efficiencies. FCF is necessary to fund growth opportunities, repay debt and ultimately pay dividends to shareholders. It is based on publicly disclosed and reconciled results and is adjusted for the same uncontrollable items as earnings. (1) (2) (3) TRIFR is the total number of recordable injuries per million hours worked. It is a lagging indicator of safety performance. Major Hazard Audit action close out, and SPI close out, ensures a stronger focus on addressing hazards which may lead to serious potential incidents in the future, including the potential for a fatality. Actions are measured by reference to completion against their due date. All-In Sustaining Cost metrics as per World Gold Council Guidance Note on Non-GAAP metric released 27 June 2013. Personal measures for the 2016 financial year For the 2016 financial year, the key elements of the personal performance measures for Sandeep Biswas were set by the Board to align with the Company’s strategic goals. The personal performance measures were selected to recognise the important role that the CEO plays in personally advancing the Company’s strategic objectives of improving the safety and sustainability performance of the Company, its operational performance, value and cash generation and progressing its growth initiatives. The personal performance measures for other Executives for the 2016 financial year focussed on their areas of responsibility which, in the case of the operational Executives, included safety, production, cost saving and operational efficiency. If there is a fatality within the area of accountability of an Executive, the Board may exercise discretion to adjust the assessment of the personal safety measure, including a zero award, where appropriate. Further detail as to the personal measures for the CEO and CFO and outcomes with respect to such measures is set out in section 5.2.1. 78 Directors’ Report Remuneration Report 4. OUR EXECUTIVE REMUNERATION FRAMEWORK (continued) 4.5. Long Term Incentive 4.5.1. Key features of the 2015 LTI Plan (under which rights were issued during the 2016 financial year) Feature Equity type Description Allocations are in the form of rights to shares in the Company (Rights). Upon vesting, each Right is automatically exercised at a nil exercise price and vests as one fully paid ordinary share. As the Rights represent a participant’s ‘at risk’ long term incentive component of their remuneration package, the Rights are granted at no cost to the participant. Maximum LTI Opportunity The CEO opportunity is 150% of TFR, the opportunity for the CFO, CDO and EGM – Cadia and MMJV is 100% of TFR, and the opportunity for the other Executives is 80% of TFR. Section 4.6 indicates the value of the grants expressed as a percentage of the total remuneration package. Grant Date LTI Value The grant date was 5 November 2015 and Rights under the plan will vest, subject to the satisfaction of the performance conditions, on 5 November 2018. The total number of Rights held by each Executive is summarised in section 9.4. For these purposes, the value of each Right is calculated based on the value of the underlying security, using the five day VWAP of Newcrest’s share price immediately preceding the grant date. Performance period The assessment period is the three financial years commencing on 1 July in the year the grant is issued. Performance Conditions Rights issued under the 2015 LTI Plan are subject to the Performance Conditions shown below: COMPARATIVE COST POSITION STRATEGIC PERFORMANCE 33% 33% ROCE 33% Replacement of Reserves 40% Organisational Health 20% Diversity 20% Growth 20% Vesting Holding lock Dividends Clawback The Performance Conditions have been set to align with the long-term goals and performance of Newcrest and the generation of shareholder returns. Further details in regards to the Performance Conditions are detailed in section 4.5.2. Rights vest three years from the grant date subject to the Performance Conditions being met. Rights are automatically exercised on vesting. For Executives, shares received on the vesting and automatic exercise of Rights are subject to a 12 month holding lock. No dividends are paid on unvested Rights. Dividends, when applicable, will be paid for vested shares held under the holding lock. In general, the Board has the discretion to reduce or forfeit an LTI award for a participant if an event or circumstance has occurred which has resulted in an inappropriate benefit being conferred on a participant (including fraud, dishonesty, gross misconduct or if the outcomes are the result of material error or misstatement of the financial accounts). The discretion may be exercised for a period of two years from the vesting or grant date. Cessation of employment Except at the discretion of the Board: • • if a participant gives a notice of resignation or is dismissed, unvested Rights will lapse on cessation of employment; and if a participant ceases employment for any other reason, pro-rata unvested Rights will remain on foot and vest subject to the application of the performance conditions and any holding lock in the terms of grant. For all leavers, any restricted shares will be released after expiration of the holding lock period (subject to the Board exercising a discretion under the clawback policy). Change of control The Board may exercise its discretion to allow all or some unvested rights to vest if a change of control event occurs. Retesting There is no retesting. Rights that do not vest based on performance over the three year performance period will lapse on the third anniversary of the grant date. Overriding Board discretion The Board retains overriding discretion to adjust the final outcome to ensure any LTI award is appropriate. NEWCREST MINING LIMITED ANNUAL REPORT 2016 79 Reason the Performance Measure Was Adopted This measure is closely aligned to Newcrest’s strategic objective to be a low cost producer and aligned to our relative value proposition for gold equity investors. The AISC result is a sound basis for the Company to use in assessing comparative cost as it is based on publicly disclosed results. ROCE aligns management action and company outcomes closely with long term shareholder value. ROCE provides a balance to the other LTI metrics as it serves as a counter to “buying” success. ROCE is also based on publicly disclosed and reconciled results and is therefore a sound basis for the Company to use in assessing value. Impairments are excluded from the capital base in the year in which they occur, such that the return is on a pre-impairment basis and LTI participants do not benefit from the impairment. However, the post impairment capital base is used in the calculation of returns in future years so as to not de-incentivise current or new management. 4.5.2. 2015 LTI performance conditions in detail 2015 LTI Performance Conditions Component Assessment Comparative Cost Position The Company’s measure for the Comparative Cost Position performance condition is the AISC, as determined and reported in accordance with the World Gold Council Guidance Note on Non-GAAP Metrics: All-in Sustaining Costs and All-in Costs, adopted by the Company in relation to costs reporting. The AISC incorporates costs related to sustaining production. The comparison is made by ranking the Company’s performance over the performance period against other producers included in independently managed and sourced data. ROCE ROCE is an absolute measure, defined as underlying earnings before interest and tax (EBIT), divided by average capital employed, being shareholders’ equity plus net debt. ROCE for each of the three years of the performance period is averaged to determine the number of Rights that may be exercised in relation to this performance measure. Average capital employed is calculated as a simple average of opening and closing balances. If material equity transactions (for example, significant equity issuances or asset impairments) occur such that the simple average is not representative of actual performance, the average capital employed for the year is adjusted for the effect of these transactions. Strategic Performance This measure is based on a combination of the following four strategic performance elements over the 2015 LTI three year performance period. The vesting scale for this measure is as follows: • 0% vests if Comparative Costs are at or above the 50th percentile; • 50% vests if Comparative Costs are less than the 50th percentile, but at or above the 25th percentile; • 80% vests if Comparative Costs are below the 25th percentile but at or above the 10th percentile; • 100% vests if Comparative Costs are below the 10th percentile. Straight line vesting occurs between each of these thresholds. The Comparative Costs measure will be assessed using peer data for the period from 1 July 2015 until 31 March 2018 (i.e. 2 years and 9 months). The vesting scale for this measure is as follows: • 0% vests if ROCE is less than 7%; • 20% vests if ROCE is 7%; • 50% vests if ROCE is 9%; • An additional 6.25% vests for each 1% increase in ROCE above 9% to 17%. Straight line vesting occurs between each of these thresholds. Replacement of Reserves and Resources depletion accounts for 40% of the Strategic Performance measure score. The remaining three measures are equally weighted at 20% each and account for the balance of the 2015 LTI. 80 Directors’ Report Remuneration Report 4. OUR EXECUTIVE REMUNERATION FRAMEWORK (continued) 4.5. Long Term Incentive (continued) Component Assessment 1. Replacement of Reserves and Resources Depletion (40%) • Assessed over the period 1 July 2015 to 30 June 2018. 2. Organisational Health (20%) 3. Diversity (20%) • Reserves replacement and Resources replacement are each weighted 50% in assessing performance against this measure. • Vesting will be straight line pro-rating based on the proportion of replacement of depletion up to 100% when depletion is replaced in full. • Excess replacement of one can be applied to offset the shortfall of another, provided the total reward for one does not exceed 150%. • The Reserves and Resources measure is stated and calculated on a “per share basis” over the duration of the performance period. • Resources include Measured and Indicated, but not Inferred. • This component is assessed on the basis of improvement in the scores achieved in the Organisation Health Index Scores survey results. • Survey results from a survey in Q1 or Q2 in the 2017 calendar year compared against the Baseline (Q1, 2014 calendar year survey) • Threshold = 50th percentile • Target = 60th percentile • Maximum = 70th percentile • Percentile outcome in the 2017 calendar year to be a linear interpolation of the above scale. Achievement of two equally weighted Diversity measures to be assessed separately: • Increase the representation of women in management Levels 2 to 4 to at least 18% by 31 December 2017. Ɲ 50% will vest if the representation is 16% at 31 December 2017, Ɲ 100% will vest if the representation is 18% by 31 December 2017 with straight- line pro-rating between 16% and 18%. • 50% of women in Level 3 and 4 roles as at 31 December 2017 will have completed or be participating in a leadership development program to achieve 100% vesting. 4. Growth (20%) Board assessment of progress made by Management in progressing and/or realising organic and new growth options, improving the growth profile of the business and improving the quality of the asset portfolio. Reason the Performance Measure Was Adopted Newcrest has a substantial reserves base. However, replacing depletion is critical to the long-term future of the Company. Calculation of reserves and resources is undertaken in compliance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 Edition (JORC Code), which provides integrity to the calculations. Organisational Health is how an organisation aligns itself, executes with excellence, and renews itself to sustainably achieve performance aspirations. The Organisational Health Index is a validated survey instrument prepared by external providers and designed to measure organisational outcomes and the practices used to drive those outcomes. The initial focus was on improving the four priority practice areas of: Employee Involvement, Bottom Up Innovation, Personal Ownership and Operational Discipline. In the 2016 financial year, based on survey results and input from sites, three additional priority practices were added: Shared Vision, Inspirational Leaders and Talent Development. These measures are designed to increase the representation of women in leadership roles at Newcrest and to deliver a larger pool of women from which Newcrest can identify and develop future senior leaders. The intent of the measures is to improve gender diversity at Newcrest, the first focus in building a diverse and inclusive environment, where each person fully contributes to Newcrest’s high-performance no-nonsense culture. Different backgrounds and perspectives help find better ways to solve problems, attract and retain the best people, explore, develop and produce more gold safely and profitably, and help make Newcrest a better place to work. Key priorities include establishing appropriate site- level gender diversity targets, as well as agreeing site-level and group-level actions to improve attraction, development and retention of women at Newcrest, including to shift mindsets and behaviours. Introduced to ensure a broader focus on a number of other key strategic growth initiatives to drive long term business performance and sustainability. NEWCREST MINING LIMITED ANNUAL REPORT 2016 81 4.5.3. Outlook for 2016 LTI Performance Conditions (2017 financial year) The LTI Performance Conditions to be adopted for grants made during the 2017 financial year (the 2016 LTI Plan) will comprise of the following equally weighted measures: • ROCE. The Board intends to review the vesting schedule and calculation of ROCE prior to the 2016 Annual General Meeting to ensure that it appropriately reflects prevailing expectations of rates of return on assets, and the effect of development capital on the calculation, to better align Management reward with the interests of shareholders. Any changes to this measure (including the vesting schedule) will be communicated in the Notice of Meeting for the 2016 Annual General Meeting; • Comparative Cost Position, assessed using peer data for the period from 1 July 2016 until 30 June 2019 (i.e. 3 years), with a variation measure to the vesting schedule aimed at ensuring that the performance required for minimum and maximum vesting is challenging but achievable (set out below): Performance level Vesting level Rationale for change Comparative Cost position is at or above the 50th percentile. 0% vesting No change. Comparative Cost position is less than the 50th percentile. 40% vesting Straight line vesting occurs between 50th and 25th percentiles. Comparative Cost position is less than the 25th percentile. 100% vesting Vesting level for this level of performance has been reduced from 50% to 40% of maximum. This is intended to offset the easing of the maximum performance requirement described below. The performance standard has been eased from the lowest cost decile (ie the lowest 10%) to the lowest quartile (ie the lowest 25%). This is to ensure the maximum vesting level is challenging but achievable, in light of the tendency for the lowest cost peers to be small, single-mine producers who are not comparable to companies with Newcrest’s breadth of operations. • A new Relative TSR measure which will replace the Strategic Performance measure, in order to provide greater alignment between the outcomes of the Plan and the returns experienced by shareholders, and in order to specifically encourage outperformance against other gold mining companies. After thorough analysis, it has been determined that the S&P TSX Global Gold Index will be the most appropriate comparison point for Newcrest to use for the Relative TSR measure. The key reasons for this are as follows: Ɲ As a gold mining company, Newcrest’s share price performance is significantly impacted by fluctuations in the gold price. Accordingly, the Board’s view is that it is appropriate to compare Newcrest’s performance to that of other gold mining companies (to ensure that any outperformance or underperformance is not dictated by fluctuations in the gold price). Ɲ There are few ASX-listed gold mining companies which act as a directly relevant comparison to Newcrest given the differences in scale, and it is therefore considered that a comparison with international peers is more appropriate. Ɲ Rather than hand-pick a selection of peer gold mining companies from various stock exchanges globally, the Board considers that Newcrest’s performance should be compared to the S&P TSX Global Gold Index as each of Newcrest’s major peers are constituents in the S&P TSX Global Gold Index. Newcrest’s Relative TSR will be assessed by reference to the movement in Newcrest’s Australian dollar share price and dividends, relative to movement in the S&P TSX Global Gold Index, over a performance period from 1 July 2016 to 30 June 2019. The vesting schedule will be as follows, with the Board having the discretion to adjust the final outcome to ensure any LTI award is appropriate. Newcrest is below the performance of the index Newcrest is equal to the performance of the index Newcrest exceeds the performance of the index by less than 18 percentage points Newcrest exceeds the performance of the index by 18 percentage points or more 0% vests 50% vests 50 to 100% vests Straight-line pro-rating 100% vests The Board commissioned an analysis of TSR performance of key international peers over several previous LTI performance periods. After considering the results of this analysis, performance equal to the index was considered an appropriate proxy for threshold performance, and outperformance of the index by 18 percentage points over a 3 year performance period (approximately 5.7 percentage points per annum) was identified as an appropriate level of stretch performance. The strategic performance measures (replacement of reserves and resources depletion, organisational health, diversity and growth) continue to be considered important by the Board, but will, in future, be embedded into Executives’ short-term objectives, underpinned by the STI. 82 Directors’ Report Remuneration Report 4. OUR EXECUTIVE REMUNERATION FRAMEWORK (continued) 4.6. Executive Remuneration Mix Newcrest’s mix of remuneration components, expressed as a percentage of “maximum” earning opportunity, for current Executives, for the 2016 financial year is illustrated in the following graphs. Although the components of TFR, STI and LTI are described separately, they should be viewed as part of an integrated package. Sign-on grants are not reflected in the graphs. REMUNERATION MIX AS A PERCENTAGE OF MAXIMUM FY2016 100% 80% 60% 40% 20% 0% 33.3% 27.8% 26.7% 22.2% 22.2% 22.2% 22.2% 20.0% 22.2% 20.0% 27.8% 33.3% CEO CFO, CDO and EGM – Cadia & MMJV Other Executives TFR STI (Cash) STI (Def) LTI 4.7. Sign-on grants To support Newcrest’s ability to attract suitable Executives and senior managers, it is sometimes necessary to offer sign-on payments. Such payments are consistent with market practice in the industry and facilitate movement of Executives to Newcrest by compensating them for a portion of entitlements that they would otherwise lose on leaving another company. In August 2015, an Executive Remuneration Policy was introduced that requires that any sign-on payments to new Executives take into account an independent assessment of any amounts expected to be foregone by an incoming Executive and that, where practicable, any such payments offered be made in equity and the timing of such payments not be accelerated. A new sign-on rights share plan was approved during the year to support this policy. Consistent with the policy outlined above, the following sign-on arrangements were agreed during the year: • On commencement, Michael Nossal received performance rights with a value of US$1,092,750, and a cash payment of US$113,805 in March 2016, to compensate for the value of incentives forfeited on cessation of employment with his previous employer, with the form of compensation intended to align with the incentives forfeited on cessation. Accordingly, the performance rights were granted at no cost and are not subject to any performance conditions (other than a service condition). The rights are due to be automatically exercised at a nil exercise price and vest as fully paid ordinary shares in two equal tranches in July 2016 and July 2017 (or as soon as possible afterwards in accordance with the Securities Dealing Policy). An additional cash payment of US$54,638 is due to be made in September 2016. The sign-on arrangements are subject to continuing employment (other than in limited circumstances). • On commencement, Ian Kemish received performance rights with a value of US$284,115, to compensate for the value of incentives forfeited on cessation of employment with his previous employer, with the form of compensation intended to align with the incentives forfeited on cessation. Accordingly, the performance rights were granted at no cost. The rights are due to be automatically exercised at a nil exercise price and vest as fully paid ordinary shares in progressive tranches through to November 2018 (or as soon as possible afterwards in accordance with the Securities Dealing Policy). An additional cash payment of US$58,280 is due to be made in July 2017. The sign-on arrangements are subject to adequate performance and continuing employment (other than in limited circumstances). These payments, together with sign-on payments made to Executives in recent years (including the issue of shares to Sandeep Biswas in November 2015, as foreshadowed in Newcrest’s 2015 Remuneration Report), are detailed in the Remuneration Tables in section 9 of this report. The minimum value of sign-on payments that have not yet been made or are unvested is nil if the performance conditions are not met. NEWCREST MINING LIMITED ANNUAL REPORT 2016 83 5. REMUNERATION OUTCOMES 5.1. Relationship between STI and LTI outcomes for the 2016 financial year and Newcrest’s Financial Performance Newcrest’s key operational and financial outcomes for the 12 months ended 30 June 2016 are as follows: • Statutory profit of US$332 million and Underlying profit of US$323 million. • Gold production increased by 1% to 2.439 million ounces and within the market guidance range of 2.4 – 2.6 million ounces. • All-In-Sustaining Cost reduced by 2% to US$762 per ounce. • Free cash flow of US$814 million, with all operations free cash flow positive. • Net debt of US$2.1 billion, reduced by US$782 million during the 2016 financial year. • Gearing reduced to 22.8% and net debt to EBITDA improved to 1.6 times, with both metrics now inside Newcrest’s financial policy objectives. • Final unfranked dividend of US 7.5 cents per share for the 2016 financial year. The following table provides a summary of the key financial results for Newcrest over the past five financial years. Five Year Summary of Newcrest’s Financial Performance Year Ended 30 June Statutory profit/(loss) Underlying profit(1) Cash flows from operating activities Free cash flow(2) All-in sustaining cost(3) Cash costs EBITDA Margin EBIT Margin Gearing(4) Net Debt to EBITDA(5) ROCE Share price at 30 June (6) Earnings/(loss) per share(7) Basic Underlying Dividends Gold produced Average realised gold price Measure US$ million US$ million US$ million US$ million US$/oz sold US$/oz produced % % % times % A$ US$ cents/share US$ cents/share US$ cents/share 000’s ounces US$/oz 2016 332 323 1,241 814 762 594 39.2 18.0 22.8 1.6 6.2 23.00 43.3 42.1 7.5 2,439 1,166 2015 376 424 1,280 854 780 632 38.5 22.6 29.3 2.1 7.8 13.02 49.1 55.3 – 2,423 1,236 2014 (2,105) 393 965 136 897 650 37.5 20.3 33.8 2.7 6.2 10.52 (274.6) 51.3 – 2,396 1,292 2013 (5,319) 459 1,148 (1,484) 1,318 770 39.0 19.7 29.3 2.6 5.0 9.87 (694.5) 59.9 12.5 2,110 1,585 2012 1,158 1,112 1,781 (1,062) n/a 622 48.7 36.0 12.5 1.0 10.1 22.61 151.4 145.4 36.3 2,286 1,655 This table includes non-IFRS financial information. Refer to section 6 of the Operating and Financial Review for an explanation and reconciliation of non-IFRS terms. (1) Underlying profit is profit after tax before significant items attributable to owners of the parent. (2) Free cash flow is calculated as cash flow from operating activities less cash flow related to investing activities. (3) AISC metrics as per World Gold Council Guidance Note on Non-GAAP Metrics, released in June 2013. Newcrest’s AISC will vary from period to period as a result of various factors including production performance, timing of sales, the level of sustaining capital and the relative contribution of each asset. Newcrest commenced reporting AISC from the 2013 financial year. (4) Gearing ratio is calculated as net debt at the end of the reporting period divided by net debt plus equity. (5) Net debt to EBITDA is calculated as net debt at the end of the reporting period divided by the rolling 12 month EBITDA. (6) Opening share price on 1 July 2011 was A$37.71. (7) Basic EPS is calculated as net profit after tax and non-controlling interests (statutory profit) divided by the weighted average number of ordinary shares. Underlying earnings per share is calculated as net profit after tax and non-controlling interests and before significant items (underlying profit) divided by the weighted average number of ordinary shares. 84 Directors’ Report Remuneration Report 5. REMUNERATION OUTCOMES (continued) 5.1. Relationship between STI and LTI outcomes for the 2016 financial year and Newcrest’s Financial Performance (continued) Five Year Summary of Newcrest’s Financial Performance (continued) The graphs below show Newcrest’s performance over the last four to five years for metrics used to determine the business component of any STI award, before any adjustments for fatalities as a result of the exercise of Board discretion (see section 5.2.1). TRIFR Safety and Risk Action Close Out Statutory Profit/(Loss) (US$m) 3.8 3.6 3.4 3.2 3.0 2.8 2.6 6 1 0 2 5 1 0 2 4 1 0 2 3 1 0 2 2 1 0 2 102% 100% 98% 96% 94% 92% 90% 6 1 0 2 5 1 0 2 4 1 0 2 3 1 0 2 2 1 0 2 2000 1000 0 -1000 -2000 -3000 -4000 -5000 -6000 8 5 1 1 , 2 3 3 6 7 3 ) 5 0 1 2 ( , ) 9 1 3 5 ( , 3 1 0 2 2 1 0 2 6 1 0 2 5 1 0 2 4 1 0 2 Underlying Profit (US$m) TRIFR TRIFR AISC (US$ per oz sold) AISC (US$ per oz sold) AISC (US$ per oz sold) Free Cashflow (US$M) Free Cashflow (US$M) Free Cashflow (US$M) 1200 3.8 3.8 1000 3.6 3.6 800 3.4 3.4 600 3.2 3.2 400 3.0 3.0 200 2.8 2.8 2.6 0 2.6 2 1 1 1 , 4 2 4 3 9 3 9 5 4 3 2 3 6 6 1 1 0 0 2 2 6 1 0 2 5 5 1 1 0 0 2 2 5 1 0 2 4 4 1 1 0 0 2 2 4 1 0 2 3 3 1 1 0 0 2 2 3 1 0 2 2 2 1 1 0 0 2 2 2 1 0 2 1500 1400 1400 1200 1200 1200 1000 1000 900 800 800 600 600 600 400 400 300 200 200 0 0 0 . 0 9 9 900 1000 1000 600 500 500 300 0 0 0 -300 -500 -500 -600 -1000 -1000 -900 -1500 -1500 -1200 -1500 -2000 -2000 8 1 3 1 , 8 1 8 3 1 1 3 1 , , 7 9 8 7 9 7 8 9 8 2 6 7 2 2 6 6 7 7 0 8 7 0 0 8 8 7 7 6 6 1 1 0 0 2 2 6 1 0 2 5 5 1 1 0 0 2 2 5 1 0 2 4 4 1 1 0 0 2 2 4 1 0 2 3 3 1 1 0 0 2 2 3 1 0 2 6 7 3 2 4 6 1 4 7 8 1 8 4 1 8 4 5 4 8 5 8 4 5 8 6 3 1 6 6 3 3 1 1 ) 2 6 0 1 ( , ) 2 6 0 , 1 ) 2 ( 6 0 1 ( , ) 4 8 4 1 ( , , ) 4 8 4 1 ( ) 4 8 4 1 ( , 6 6 1 1 0 0 2 2 6 1 0 2 5 5 1 1 0 0 2 2 5 1 0 2 4 4 1 1 0 0 2 2 4 1 0 2 3 3 1 1 0 0 2 2 3 1 0 2 2 2 1 1 0 0 2 2 2 1 0 2 NEWCREST MINING LIMITED ANNUAL REPORT 2016 85 5.2. STI Outcomes for 2016 financial year 5.2.1. Performance against STI Objectives The table below outlines performance achieved against STI objectives for the 2016 financial year. Element Weighting Performance Description Threshold Target Maximum Business Measures Safety (1) - TRIFR Safety (2) - Major Hazard Audits (MHA) & SPI action close out on time Earnings - NPAT before significant items (US$m) 60% 7.5% 7.5% 15% Cost - AISC/oz (US$) 15% Cash flow: FCF (US$m) 15% Total Business Outcome Personal Measures (Sandeep Biswas – CEO) Sustainable and Safe Performance - 40% 10% Operational Performance 10% Value and Cash Generation 10% Strategy and Growth 10% Personal Measures (Gerard Bond – CFO) People Capability, Investor Relations and Capital & Risk Management 40% 10% Major Finance Projects 10% Simplification and IT improvements Cost Saving and Operational Efficiency 10% 10% Personal Measures (other Executives) 40% Individual measures based on initiatives and key project deliverables linked to company strategy and performance • TRIFR of 3.65 was above that required to meet threshold • 97% completed on time • US$266m NPAT was slightly above target and includes US$57m in adjustments* which reduced the outcome • US$762 was slightly above target despite adjustments* which reduced the outcome • US$738m cash flow was well above target despite adjustments* which reduced the outcome The total business outcome was 124% • 0% for safety due to fatality at Cadia • Significant improvement in Organisational Health Index score • Significant improvement in Lihir and Cadia East operational performance • Excellent cash generation and delivery of efficiency initiatives • Reflects success in capturing exploration project opportunities, and progress with other initiatives at Lihir and Golpu • Capital management and other initiatives • Significant improvement in Organisational Health Index score • Reflects successful transition to US$ reporting and progress with Golpu projects and other initiatives • Further simplification of key financial and commercial processes • Delivery of significant IT process improvements and productivity benefits • Excellent cash generation and delivery of procurement, working capital and corporate efficiency initiatives • Other Executives had a broad range of objectives, against which performance varied significantly (from below threshold to close to maximum) In particular, the EGM – Cadia and MMJV was awarded 0% for safety performance due to the fatality at Cadia in September 2015 • * Adjustments made to measures are in accordance with the detail provided in section 4.4.2. A reconciliation of the Earnings measure outcome to statutory profit is detailed on the next page: 86 Directors’ Report Remuneration Report 5. REMUNERATION OUTCOMES (continued) 5.2. STI Outcomes for 2016 financial year (continued) Statutory profit Add back: Significant items after tax(1) Underlying profit Adjust: Board agreed adjustments(2) Earnings 2016 US$m 332 (9) 323 (57) 266 2015 US$m 376 48 424 (118) 306 (1) Refer to section 2.6 of the Operating and Financial Review for details of significant items. (2) Represents adjustments for the effect of commodity prices, foreign exchange rates and other significant items determined by the Board which are considered to be outside the control of management. The fatality at Hidden Valley in July 2015 was already considered and taken into account when determining the overall score for the 2015 financial year STI Business measures. In determining the overall score for the 2016 financial year Business measures, the Board took into consideration the fatality at Cadia in September 2015. Whilst this event was extremely disappointing, the Board determined not to exercise discretion to amend the overall score in recognition of the significant steps that have been taken to improve the Company’s safety processes and culture. However, as noted above, this fatality was taken into consideration when assessing the personal performance of Sandeep Biswas and Craig Jones, who received 0% for the safety component of their personal measures in their STI assessment. 5.2.2. STI Outcomes for all Executives for the 2016 financial year The table below summarises performance against Personal Measures and final STI outcomes for all Executives for the 2016 financial year. The maximum value of the award for future years (i.e. October 2016) is the actual STI awarded. The minimum value of the award is nil if the performance conditions are not met. Executive Sandeep Biswas Gerard Bond Craig Jones Ian Kemish(3) Francesca Lee Michael Nossal Philip Stephenson Jane Thomas(4) Colin Moorhead(5) Assessment against personal measures 130% 148% 84% – 132% 110% 101% 120% 100% % of STI Target Awarded 126.4% 133.6% 108.0% – 127.2% 118.4% 114.8% 122.4% 114.4% % of TFR awarded as STI(1) Actual STI STI Amount Awarded(2) US$’000 Deferred(2) US$’000 % of Max STI Opportunity Awarded % of Max STI Opportunity Foregone 126.4% 106.9% 86.4% – 76.3% 94.7% 68.9% 73.4% 68.6% 2,118 715 485 – 389 673 326 369 68 1,059 357 242 – 194 336 163 185 – 63.2% 66.8% 54.0% – 63.6% 59.2% 57.4% 61.2% 57.2% 36.8% 33.2% 46.0% – 36.4% 40.8% 42.6% 38.8% 42.8% (1) (2) (3) (4) (5) Calculated using the Total Fixed Remuneration values detailed at section 4.3 and the percentages for Target Performance disclosed in the table in section 4.4.1. Amounts have been translated from Australian dollars to US dollars using an average exchange rate of 0.7285 Ian Kemish commenced on 16 May 2016. He was not eligible to receive a reward under the STI Plan for the 2016 financial year. The values in the table above do not reflect the fact that, in accordance with the STI Plan Rules, Jane Thomas will forfeit her entitlement to receive US$184,579 of deferred shares due to her resignation. The cash component of her 2016 financial year STI will be paid in October 2016. Colin Moorhead was eligible to receive a pro-rata reward under the STI Plan for the 2016 financial year for the proportion of the performance year worked prior to his cessation date. His personal performance was assessed as ‘at target’. He will receive his total pro-rated 2016 financial year STI award in cash, to be paid in October 2016. Note: David Woodall was not eligible to receive a pro-rata reward under the STI Plan for the 2016 financial year for the proportion of the performance year worked prior to his cessation date. 5.3. Vesting Outcomes for 2012 LTI Plan Following the completion of the performance period from 1 July 2012 to 30 June 2015, the 2012 LTI Plan vested on 17 September 2015 at 19.1% of maximum based on the assessment of performance against the applicable measures. Element Comparative Cost ROCE Reserves Growth TOTAL VESTING Weighting Performance Achieved Percentage Vesting 33.3% 33.3% 33.3% 57.2% 0.0% 0.0% 19.1% 0.0% 0.0% 19.1% (80.9% lapsed) NEWCREST MINING LIMITED ANNUAL REPORT 2016 87 5.4. Estimated Vesting of LTI Rights in the 2017 financial year (2013 LTI Plan) The 2013 LTI Plan is expected to vest on or about 16 September 2016. The vesting outcome is not yet known but it is anticipated that the vesting will be in the range of 25% to 33.3%. Relevant considerations in finalising the vesting outcome will include confirmation of the Comparative Cost outcomes, for which final data is pending. Based on current estimates, the outcome for both ROCE and the Reserves Growth measures will be nil. The nil outcome for the Reserves Growth measures is primarily as a result of a strategic decision early in the performance period to significantly reduce spend on exploration over the performance period. 6. EXECUTIVE SERVICE AGREEMENTS AND TERMINATION ARRANGEMENTS Remuneration and other terms of employment for the Executives are formalised in Executive Service Agreements (ESA). Each of the ESAs provides for the payment of fixed and performance based at risk remuneration, employer superannuation contributions, other benefits such as, death and disablement insurance cover via the Newcrest Superannuation Plan, and salary continuance cover. The ESAs do not have a fixed end date. The remuneration for each Executive during the 2016 financial year is detailed in sections 1.5 and 9.1, and positions held are detailed in section 2. Each ESA provides that the Executive may terminate their employment by giving the Company three months’ notice. The Company may terminate the Executive’s employment by giving 12 months’ notice and the Company may, at its discretion, elect to pay the Executive an amount in lieu of notice for any portion of the 12 months not worked. The Company may terminate an Executive’s employment without notice at any time for cause. No payment in lieu of notice, or any payment in respect of STI or LTI is payable under the ESA in this circumstance. On cessation of employment, STI or LTI awards vest in accordance with the relevant Plan Rules. Refer to sections 4.4 and 4.5 for further details. 7. NON-EXECUTIVE DIRECTORS’ REMUNERATION 7.1. Remuneration Policy The Non-Executive Director (NED) fees and other terms are set by the Board. NEDs are paid by way of a fixed Director’s fee and Committee fees commensurate with their respective time commitments and responsibilities. The level and structure of the fees is based upon the need for the Company to attract and retain NEDs of suitable calibre, the demands of the role and prevailing market conditions. In order to maintain impartiality and independence, NEDs do not receive any performance-related remuneration and are not entitled to participate in the Company’s short and long term incentive schemes. NEDs are not provided with any retirement benefits, other than statutory superannuation contributions. 7.2. Fee Pool The maximum amount of fees (including superannuation contributions) that can be paid to NEDs is capped by a pool approved by shareholders. At the Annual General Meeting held on 28 October 2010, shareholders approved the current fee pool of A$2,700,000 per annum (US$1,967,000 using the average exchange rate of 0.7285 for the 2016 financial year). In June 2016, the Board resolved that the aggregate maximum amount of NEDs’ fees should remain at the level approved by shareholders in 2010. 7.3. Fee Structure In reviewing the level of fees, the Board obtained independent market data from KPMG. The fees were compared to the ASX 11 - 40 comparator group. The benchmarking review showed that the current NED fees are competitively positioned, and as a result, the Board decided that there would be no change to existing fee levels. The table below outlines the main Board and Committee fees as at 30 June 2016. Board Fees Committee Fees Chairperson(2) Members Audit & Risk Committee Chairperson Members Safety & Sustainability Committee Chairperson Members HRR Committee Chairperson Members Per Annum A$’000 Per Annum US$’000(1) 600 200 50 25 40 20 40 20 437 146 36 18 29 15 29 15 (1) Board and Committee fees have been translated from Australian dollars to US dollars using an average exchange rate of 0.7285 for the 2016 financial year. (2) The Chairperson of the Board does not receive any additional payments for his/her role as Chair or Member of any Committee. 88 Directors’ Report Remuneration Report 7. NON-EXECUTIVE DIRECTORS’ REMUNERATION (continued) 7.3. Fee Structure (continued) Under the Company’s Constitution, NEDs may be reimbursed for reasonable travel, accommodation and other expenses incurred while engaged on the business of the Company. NEDs may also be remunerated for additional services, for example, if they undertake specialist or consulting work on behalf of the Company outside the scope of their normal Director’s duties. No fees for additional services were paid to NEDs for the current or prior financial year. 8. SHAREHOLDINGS 8.1. Minimum Shareholding Policy All KMP are required to hold shares in the Company. The Company introduced a Minimum Shareholding Requirement Policy applicable to all KMP from 1 July 2015. The policy requires that: the CEO own a minimum of 100% of TFR in shares, to be acquired within five years; • • all Executives own a minimum of 50% of TFR in shares, to be acquired within five years; and • all NEDs own a minimum of one year’s total annual fees in shares, to be acquired within three years (or as agreed with the Chairman for newly appointed NEDs) from the later of appointment or 1 July 2015. 8.2. Executive Shareholdings A summary of current shareholdings of Executives, including their closely related entities, as at 30 June 2016 are set out below. Executive Sandeep Biswas Gerard Bond Craig Jones (1) Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas Former Executives Colin Moorhead David Woodall Opening Balance at 1 July 2015 Granted as Remuneration in FY2016(2) Shares Acquired on Exercise of Performance Rights Net Other Movements(3) Closing Balance at 30 June 2016(4) 57,502 33,838 3,793 – – – – – 49,899 – 54,990 – – – – – – – – – – 6,970 3,317 – – – – – – – 88,260 – – – – – – – – – 200,752 40,808 7,110 – – – – – 49,899 – (1) (2) (3) (4) The opening balance includes 2,263 Newcrest shares acquired by Craig Jones upon vesting of LTI rights which were inadvertently omitted from the summary of shareholdings included in the 2015 Remuneration Report. In November 2015, Sandeep Biswas received 54,990 fully paid ordinary shares (based on the January 2014 VWAP) on vesting of sign-on rights granted to him as compensation for amounts foregone in accepting a role with Newcrest. It followed the earlier issue of 54,990 fully paid ordinary shares (based on the January 2014 VWAP) which was awarded in November 2014. For Sandeep Biswas, net other movements comprise 115,260 shares allocated in respect of the deferral of 50% of his STI award on 20 October 2015 for the 2015 financial year less the disposal of 27,000 shares. For former Executives, the closing balance represents the balance at the date of their departure. 8.3. Non-Executive Directors’ Shareholdings as at 30 June 2016 A summary of current shareholdings of NEDs, including their closely related entities, as at 30 June 2016 are set out below. Non-Executive Directors Peter Hay Philip Aiken Roger Higgins Winifred Kamit Richard Knight Rick Lee Xiaoling Liu John Spark Opening balance at 1 July 2015 Net other movements Closing balance at 30 June 2016 43,000 17,769 – 326 40,000 28,447 – 32,695 9,000 – 12,294 – – – 10,000 (590) 52,000 17,769 12,294 326 40,000 28,447 10,000 32,105 NEWCREST MINING LIMITED ANNUAL REPORT 2016 89 8.4. Securities Dealing Policy The Company has a Securities Dealing Policy which prohibits the use by Directors, Executives and employees of hedging and derivatives such as caps, collars, warrants or similar products in relation to Newcrest securities, including shares acquired under the Company’s equity incentive schemes, whether or not they are vested. The Policy also prohibits entry into transactions in associated products that operate to limit the economic risk of their security or interest holdings in the Company. Employees are not permitted to enter into margin loans in relation to Newcrest securities at any time without prior approval from the Chairman or Company Secretary. The Securities Dealing Policy forms part of each employee’s terms of employment. The Securities Dealing Policy is available on the Company’s website at: www.newcrest.com.au/about-us/corporate-governance 9. STATUTORY TABLES 9.1. Executive Remuneration Short Term Termin- ation Benefits Post- Employ- ment Long-Term Share-Based Payments Short Term Incentive Other Cash Benefits Other Benefits Separation Payments (B) (C) (D) (E) Salary (A) Leave (F) Super- annuation LTI Rights STI Deferral Other Total (G) (H) (I) (J) US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Executives 2016 Sandeep Biswas Gerard Bond Craig Jones Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas Former Executives Colin Moorhead David Woodall 1,662 655 547 60 496 686 453 489 1,059 358 243 – 195 337 163 184 79 45 68 – 19 – 103 8 – 153 47 28 – – Total 5,172 2,607 358 2015(1) Sandeep Biswas Gerard Bond Craig Jones Francesca Lee Colin Moorhead Jane Thomas David Woodall 1,908 755 630 572 657 275 656 1,391 893 706 493 494 242 – Total 5,453 4,219 14 – – – – 198 39 251 19 9 130 – 6 7 47 39 1 10 268 22 10 8 6 8 27 46 – – – – – – – – – – – – – – – 462 – 541 127 1,003 46 11 9 1 9 17 17 30 – – 14 14 14 4 14 14 14 14 7 4 931 303 224 – 131 94 69 (37) 20 – 852 135 91 – 74 127 61 – – – 66 – – 82 – 820 – – 4,668 1,485 1,361 155 925 2,255 871 747 – – 175 59 140 113 1,735 1,340 968 12,701 117 15 11 24 11 20 24 222 16 16 16 16 16 8 16 104 355 158 104 46 105 43 – 811 523 – – – – – – 523 410 – – – – – – 4,756 1,847 1,475 1,157 1,753 813 1,322 410 13,123 Perfor- mance related (K) % 60.9 53.6 41.0 n/a 43.2 24.7 33.6 19.7 50.3 n/a 47.7 56.9 54.9 46.6 34.2 35.1 n/a (1) Total Executive remuneration for the 2015 financial year excludes Executives who ceased being an Executive in the 2015 financial year. Total remuneration for these Executives in 2015 was US$244,000. The table above details the statutory remuneration disclosures as calculated with reference to the Corporations Act 2001 and relevant accounting standards. All Executives are compensated in Australian dollars. Remuneration has been presented in US dollars, consistent with Newcrest’s presentation currency. All remuneration components have been translated from Australian dollars to US dollars using an average rate of 0.7285 (2015: 0.8388), with the exception of ‘termination payments’, which have been translated at the applicable spot rate. Where applicable, remuneration is pro-rated for the time periods during the financial year 1 July 2015 to 30 June 2016 that the Executive was a KMP. An explanation of the relevant remuneration items included in the tables is provided in the associated footnotes. The figures provided in relation to share based payments (columns H to J) are calculated in accordance with accounting standards and represent the amortised fair value of equity instruments that have been granted to Executives. 90 Directors’ Report Remuneration Report 9. STATUTORY TABLES (continued) 9.1. Executive Remuneration (continued) Notes to Executive Remuneration (A) Salaries comprise cash salary and available salary package options grossed up by related fringe benefits tax, where applicable, net of superannuation commitments, paid during the financial year. For former and new Executives, this balance is pro-rated for time served as KMP. (B) Short Term Incentive refers to cash amounts earned under the STI Plan which are paid in the following financial year. For Executives who departed Newcrest during the year, the STI treatment applies in accordance with the Plan Rules. (C) Other cash benefits comprise: Year ended 30 June 2016: - For Ian Kemish and Michael Nossal, this includes the cash component awarded as “sign-on” incentives, as detailed in Section 4.7. These entitlements are being expensed over the period in which the performance and/or service conditions are fulfilled, ending on the date on which they become fully entitled to the award. - For Craig Jones, this represents relocation costs incurred in his relocation from Melbourne to Brisbane. - For all other Executives this relates to travel costs paid in lieu of relocation entitlements. Year ended 30 June 2015: - In accordance with her Executive Service Agreement, Jane Thomas received, on commencement, a cash amount of US$171k being the value of incentives forfeited on cessation of employment with her previous employer. In addition, Newcrest paid the sum of US$27k which relates to travel costs paid in lieu of relocation entitlements. - For all other Executives this relates to travel costs paid in lieu of relocation entitlements. (D) Other benefits represents non-monetary benefits such as parking, insurance and applicable fringe benefits tax payable on benefits. (E) Separation payments comprise amounts payable in accordance with Executive Service Agreements for Colin Moorhead and David Woodall. (F) Represents leave entitlements, measured on an accruals basis, and reflects the movement in the entitlements over the year. (G) Represents company contributions to superannuation under the Superannuation Guarantee legislation (SGC). (H) Represents the fair value of performance rights, comprising rights over unissued shares, granted under the LTI plan which have been valued using a Black-Scholes option pricing model. This is calculated in accordance with Australian Accounting Standard AASB 2 Share Based Payments. The calculation of the share based payment expense is based on the apportioned expense associated with Rights granted, adjusted for the reassessment of estimated vesting outcomes of those rights. (I) (J) This represents the deferral of 50% of the STI award granted to the Executives which will be deferred in the form of shares (refer to section 1.2). The deferred amount is being expensed over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the Executive fully becomes entitled to the award. Represents rights awarded to Executives as “sign-on” incentives in accordance with their Executive Service Agreements, as detailed in Section 4.7. Their entitlements are being expensed over the period in which the performance and/or service conditions are fulfilled, ending on the date on which they become fully entitled to the award. (K) Represents performance related remuneration as a percentage of total remuneration. Performance related remuneration comprises short-term incentive, LTI rights and STI deferral. Comparative percentages have been restated to align to this methodology. 9.2. Executives – Changes in Rights Holdings during the 2016 financial year Executives Current Sandeep Biswas(6) Gerard Bond Craig Jones Ian Kemish(2) Francesca Lee Michael Nossal(2) Philip Stephenson(7) Jane Thomas(8) Former Colin Moorhead David Woodall Granted under 2015 LTI Plan 276,285 73,555 61,703 – 44,878 78,081 41,643 44,206 – – Opening balance(1) 621,828 260,228 164,821 – 63,360 – 18,655 59,051 79,494 – Other Grants(2) Rights Lapsed/ Forfeited(3) Vested and/or Exercised Closing balance(4) – – – 18,993 – 116,730 – – – – – (29,523) (14,054) – – – – – – – (54,990) (6,970) (3,317) – – – – – – – 843,123 297,290 209,153 18,993 108,238 194,811 60,298 103,257 79,494 – Closing balance non- vested(5) 843,123 297,290 209,153 18,993 108,238 194,811 60,298 103,257 79,494 – The opening balance for Executives who commenced during the 2016 financial year is assessed on their commencement date, and for other Executives, is assessed on 1 July 2015. (1) (2) Rights to shares granted to Ian Kemish and Michael Nossal as a “sign-on” payment as detailed in section 4.7. (3) Rights which lapsed or were forfeited were granted in the 2013 financial year. (4) The closing balance for former Executives is assessed on the date of their departure, and for current Executives, is assessed on 30 June 2016. (5) These Rights are ‘at risk’ and will lapse or be forfeited, in the event that the minimum prescribed conditions are not met by the Company or individual Executives, as applicable. (6) The opening balance includes 54,990 Rights issued to Sandeep Biswas in accordance with his Executive Service Agreement. These rights vested and were exercised in November 2015. (7) The opening balance for Philip Stephenson represents rights issued prior to his appointment date as an Executive. (8) Jane Thomas’ rights will lapse on the cessation of her employment in September 2016. NEWCREST MINING LIMITED ANNUAL REPORT 2016 91 9.3. Executives – Total Value of Rights Granted and Exercised during the 2016 financial year Executives Sandeep Biswas Gerard Bond Craig Jones Ian Kemish Francesca Lee Michael Nossal Philip Stephenson Jane Thomas Accounting Fair Value of Rights Granted Value of Rights Exercised (A) (B) US$’000 US$’000 2,367 630 529 285 384 1,807 357 379 455 61 29 – – – – – The following assumptions have been applied to this table: (A) The accounting value of the Rights granted under the LTI Plan reflects the fair value of a Right on the Grant Date, being US$8.57 multiplied by the number of Rights granted during the year. The accounting value of a sign-on Right granted to Ian Kemish and Michael Nossal reflects the fair value of the Rights on the Grant Date, being US$14.99 and US$9.75 respectively, multiplied by the number of Rights granted during the year. This amount represents the maximum value which will be expensed over the performance period. The minimum value is nil if the performance and/or service conditions are not met. (B) The value at the exercise date has been determined by the Company’s share price at the close of business on the exercise date multiplied by the number of rights exercised during the year ended (nil exercise price). 9.4. Executives– Source of Rights Holdings at 30 June 2016 Financial Year Plan Allocation Date VWAP for grant(1) FY2014 FY2015 FY2016 FY2016 FY2016 2013 LTI 16 Sep 13 A$7.66 2014 LTI 7 Nov 14 A$8.84 2015 LTI 5 Nov 15 A$12.49 Other(3) Other(2) 6 Jul 15 16 May 16 A$12.85 A$20.54 Balance at 30 June 2016 Future financial years in which rights may vest FY2017 FY2018 FY2019 FY2017 and FY2018 FY2017 to FY2019 Sandeep Biswas Gerard Bond Craig Jones Ian Kemish(2) Francesca Lee Michael Nossal(3) Philip Stephenson(4) Jane Thomas(5) 176,769 119,887 60,335 – – – – – 390,069 103,848 87,115 – 63,360 – 18,655 59,051 276,285 73,555 61,703 – 44,878 78,081 41,643 44,206 – – – – – 116,730 – – – – – 18,993 – – – – 843,123 297,290 209,153 18,993 108,238 194,811 60,298 103,257 (1) Five day VWAP of Newcrest’s share price used to determine the number of Rights offered. (2) Ian Kemish is entitled under his ESA to sign-on rights as detailed in section 4.7. The number of rights is calculated based on a value of US$284,115 divided by the VWAP of Newcrest’s share price over the 5 trading days immediately prior to his commencement date of 16 May 2016. (3) Michael Nossal is entitled under his ESA to sign-on rights as detailed in section 4.7. The number of rights is calculated based on a value of US$1,092,750 divided by the VWAP of Newcrest’s share price over the five 5 trading days immediately prior to his commencement date of 6 July 2015. (4) Philip Stephenson’s FY2015 rights were issued whilst he was in a previous role as GM – Health, Safety, Environment, Security and Risk. (5) Jane Thomas’ rights will lapse on the cessation of her employment in September 2016. 92 Directors’ Report Remuneration Report 9. STATUTORY TABLES (continued) 9.5. Non-Executive Directors Remuneration Non-Executive Directors Peter Hay Philip Aiken (3) Roger Higgins (4) Winifred Kamit Richard Knight (3) Rick Lee Xiaoling Liu (5) John Spark Former Non-Executive Directors Vince Gauci (6) Tim Poole (7) Total Short Term Post- Employment Board Fees Committee Fees Superannuation(1) Total(2) US$’000 US$’000 US$’000 US$’000 423 488 141 163 100 – 132 153 133 153 132 153 109 – 132 153 44 153 11 153 – – 40 34 10 – 29 34 17 46 47 55 39 – 36 42 9 34 3 38 15 16 5 6 10 – 15 16 14 16 15 16 12 – 14 16 5 16 1 17 438 504 186 203 120 – 176 203 164 215 194 224 160 – 182 211 58 203 15 208 1,357 1,569 230 283 106 119 1,693 1,971 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 (1) Represents Company contributions to superannuation under the Superannuation Guarantee legislation (SGC) and insurance payments. (2) Non-Executive Directors are compensated in Australian dollars. The remuneration for the Non-Executive Directors has been presented in US dollars, consistent with Newcrest’s presentation currency. All remuneration components have been translated from Australian dollars to US dollars using an average rate of 0.7285 (2015: 0.8388). (3) Richard Knight resigned as Chairman of the Safety and Sustainability Committee on 30 September 2015. As a result, his committee fee for the year has been pro-rated. Philip Aiken was appointed as Chairman of the Safety and Sustainability Committee on 30 September 2015 following Richard Knight’s resignation. (4) Roger Higgins was appointed as a Non-Executive Director on 1 October 2015. (5) Xiaoling Liu was appointed as a Non-Executive Director on 1 September 2015. (6) Vince Gauci retired from the Board on 29 October 2015. (7) Tim Poole resigned from the Board on 30 July 2015. Auditor’s Independence Declaration NEWCREST MINING LIMITED ANNUAL REPORT 2016 93 94 Financial Report Year ended 30 June 2016 CONTENTS CONSOLIDATED FINANCIAL STATEMENTS Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INTRODUCTION 1 Corporate Information 2 Basis of Preparation 3 Changes in Accounting Policies and Disclosures PERFORMANCE 4 Segment Information 5 Income and Expense 6 Significant Items 7 Income Tax Expenses 8 Earnings per Share (EPS) 9 Dividends 10 Reconciliation of Net Cash Flow from Operating Activities RESOURCE ASSETS AND LIABILITIES 11 Property, Plant and Equipment 12 Other Intangible Assets 13 Impairment of Non-Financial Assets 14 Inventories 15 Trade and Other Receivables 16 Other Assets 17 Deferred Tax 18 Provisions 100 100 100 101 101 101 104 106 107 107 108 108 109 109 112 112 114 115 115 116 117 95 96 97 98 99 100 141 142 CAPITAL STRUCTURE AND FINANCIAL RISK MANAGEMENT 119 19 Capital Management and Financial Objectives 20 Net Debt 21 Financial Risk Management 22 Issued Capital 23 Reserves GROUP STRUCTURE 24 Controlled Entities 25 Parent Entity Information 26 Deed of Cross Guarantee 27 Interest in Joint Operations 28 Investment in Associate OTHER 29 Commitments 30 Events Subsequent to Reporting Date 31 Contingent Liabilities 32 Share Based Payments 33 Key Management Personnel 34 Auditors Remuneration 35 New Accounting Standards 119 120 121 127 128 129 129 130 131 132 133 134 134 134 134 135 137 137 138 Consolidated Income Statement For the year ended 30 June 2016 NEWCREST MINING LIMITED ANNUAL REPORT 2016 95 Sales revenue Cost of sales Gross profit Exploration expenses Corporate administration expenses Other income Share of profit of associate Gain on disposal of investment Class action settlement expense Impairment reversal Loss on disposal of associate Profit before interest and income tax Finance income Finance costs Profit before income tax Income tax expense Profit after income tax Profit after tax attributable to: Non-controlling interests Owners of the parent Earnings per share (cents per share) Basic earnings per share Diluted earnings per share The above Statement should be read in conjunction with the accompanying notes. Note 5(a) 5(b) 11 5(c) 5(d) 28 6(a) 6(a) 6(a) 28 5(e) 7(a) 8 8 2016 US$m 3,295 (2,601) 694 (32) (79) 11 – 18 (12) – – 600 1 (148) 453 (118) 335 3 332 335 43.3 43.0 2015 US$m 3,604 (2,752) 852 (30) (96) 36 15 – – 160 (57) 880 1 (159) 722 (335) 387 11 376 387 49.1 48.8 96 Consolidated Statement of Comprehensive Income For the year ended 30 June 2016 Profit after income tax Other comprehensive loss Items that may be reclassified subsequently to the Income Statement Cashflow hedges Cashflow hedge gains transferred to the Income Statement Cashflow hedge losses deferred in equity Income tax benefit Investments Net gain on available-for-sale financial assets transferred to the Income Statement upon disposal of investment Net gain on available-for-sale financial assets deferred in equity Foreign currency translation Exchange losses on translation of foreign operations, net of hedges of foreign investments Realised exchange loss transferred to the Income Statement upon disposal of investment/associate Other comprehensive loss for the year, net of tax Total comprehensive income/(loss) for the year Total comprehensive income/(loss) attributable to: Non-controlling interests Owners of the parent The above Statement should be read in conjunction with the accompanying notes. 2016 US$m 335 2015 US$m 387 (2) (30) 10 (22) (25) – (25) (101) 7 (94) (141) 194 3 191 194 (7) (2) 2 (7) – 25 25 (758) 72 (686) (668) (281) 11 (292) (281) Consolidated Statement of Financial Position As at 30 June 2016 NEWCREST MINING LIMITED ANNUAL REPORT 2016 97 Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Current tax asset Other assets Total current assets Non-current assets Inventories Other financial assets Property, plant and equipment Other intangible assets Deferred tax assets Investment in associate Other assets Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Provisions Current tax liability Other financial liabilities Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax liabilities Other financial liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Reserves Equity attributable to owners of the parent Non-controlling interests Total equity The above Statement should be read in conjunction with the accompanying notes. Note 2016 US$m 2015 US$m 1 July 2014 US$m 20 15 14 21(f) 16 14 21(f) 11 12 17 28 16 20 18 21(f) 20 18 17 21(f) 22 23 53 134 545 – 2 69 803 1,170 – 8,891 44 105 – 178 10,388 11,191 369 120 147 13 21 670 2,040 396 948 17 3,401 4,071 7,120 11,666 (4,347) (278) 7,041 79 7,120 198 158 619 13 14 61 133 160 754 13 60 73 1,063 1,193 1,115 97 9,227 61 140 – 100 10,740 11,803 327 – 168 3 11 509 3,087 353 897 – 4,337 4,846 6,957 11,673 (4,679) (145) 6,849 108 6,957 1,091 10 9,949 83 270 152 51 11,606 12,799 301 105 203 – 9 618 3,734 338 849 – 4,921 5,539 7,260 11,679 (5,055) 517 7,141 119 7,260 98 Consolidated Statement of Cash Flows For the year ended 30 June 2016 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Income taxes paid Dividends received Net cash provided by operating activities Cash flows from investing activities Payments for plant and equipment Mine under construction, development and feasibility expenditure Production stripping expenditure Exploration and evaluation expenditure Information systems development Interest capitalised to development projects Proceeds from sale of investments Proceeds from sell down of investment in associate Proceeds from non-participation in rights issue Proceeds from sale of plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings: – Bilateral bank debt – Bank loan Repayment of borrowings: – Bilateral bank debt – Private placement notes Payment for treasury shares Contingent consideration received Dividends paid: – Non-controlling interests Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year The above Statement should be read in conjunction with the accompanying notes. Note 10 20 2016 US$m 3,332 (1,927) 1 (138) (28) 1 1,241 (197) (214) (54) (44) (6) (1) 88 – – 1 (427) 2,160 20 (3,110) – (6) 9 (32) (959) (145) 198 53 2015 US$m 3,509 (2,067) 1 (144) (23) 4 1,280 (182) (225) (63) (38) (1) (5) – 82 5 1 (426) 1,090 – (1,745) (105) (7) – (22) (789) 65 133 198 NEWCREST MINING LIMITED ANNUAL REPORT 2016 99 Consolidated Statement of Changes In Equity For the year ended 30 June 2016 Attributable to Owners of the Parent 2016 Issued Capital US$m FX Translation Reserve US$m Balance at 1 July 2015 11,673 (246) Profit for the year Other comprehensive income for the year Total comprehensive income for the year Transactions with owners in their capacity as owners Share-based payments Shares purchased Dividends paid – – – – (7) – – (94) (94) – – – Hedge Reserve US$m 6 – (22) (22) – – – Balance at 30 June 2016 11,666 (340) (16) Equity Settlements Reserve Fair Value Reserve Accumulated Losses US$m US$m US$m Total US$m 6,849 332 (141) 191 (4,679) 332 – 332 – – – 8 (7) – (4,347) 7,041 70 – – – 8 – – 78 25 – (25) (25) – – – – The above Statement should be read in conjunction with the accompanying notes. Attributable to Owners of the Parent Issued Capital US$m FX Translation Reserve US$m Hedge Reserve US$m Equity Settlements Reserve Fair Value Reserve Accumulated Losses US$m US$m US$m 2015 Balance at 1 July 2014 11,679 Profit for the year Other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners Share-based payments Shares purchased Dividends paid – – – – (6) – 440 – (686) (686) – – – Balance at 30 June 2015 11,673 (246) 13 – (7) (7) – – – 6 64 – – – 6 – – 70 The above Statement should be read in conjunction with the accompanying notes. Total US$m 7,141 376 (668) (5,055) 376 – 376 (292) – – – 6 (6) – – – 25 25 – – – 25 (4,679) 6,849 Non- controlling Interests US$m 108 3 – 3 – – (32) 79 Non- controlling Interests US$m 119 11 – 11 – – (22) 108 Total US$m 6,957 335 (141) 194 8 (7) (32) 7,120 Total US$m 7,260 387 (668) (281) 6 (6) (22) 6,957 100 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 INTRODUCTION This section provides information about the overall basis of preparation that is considered to be useful in understanding these financial statements. 1. CORPORATE INFORMATION Newcrest Mining Limited is a company limited by shares, domiciled and incorporated in Australia, whose shares are publicly traded on the Australian Securities Exchange (ASX) and the Port Moresby Stock Exchange (PoMSOX). The registered office of Newcrest Mining Limited is Level 8, 600 St Kilda Road, Melbourne, Victoria, 3004, Australia. The nature of operations and principal activities of Newcrest Mining Limited and its controlled entities are exploration, mine development, mine operations and the sale of gold and gold/copper concentrate. The financial report of Newcrest Mining Limited for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors on 15 August 2016. 2. BASIS OF PREPARATION (a) Overview This financial report is a general purpose financial report, prepared by a for-profit entity, in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB). The financial report also complies with International Financial Reporting Standards (IFRS) including interpretations as issued by the International Accounting Standards Board (IASB). The financial report has been prepared on a historical cost basis, except for derivative financial instruments and available-for-sale assets which have been measured at fair value. The financial report has been presented in United States (US) dollars and all values are rounded to the nearest US$1,000,000 (US$m) unless otherwise stated. The accounting policies have been consistently applied by all entities included in the Group and are consistent with those applied in the prior year, except as disclosed in Note 3. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the parent entity, Newcrest Mining Limited, and its controlled entities (referred to as ’the Consolidated Entity’ or ‘the Group’ in these financial statements). A list of significant controlled entities (subsidiaries) is presented in Note 24. Control is achieved when the Group is exposed, or has the rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Specifically, the Group controls an investee if, and only if, the Group has all of the following: • Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); • Exposure, or rights, to variable returns from its involvement with the investee; and • The ability to use its power over the investee to affect its returns. Non-controlling interests in the results and equity of the entities that are controlled by the Group is shown separately in the Income Statement, Statement of Comprehensive Income, Statement of Financial Position and Statement of Changes in Equity respectively. (c) Foreign Currency Presentation and Functional Currency The presentation currency of the Group is US dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. All non-Australian operating entities have a functional currency of US dollars, while the parent entity and the Group’s Australian entities have a functional currency of Australian dollars. Transactions and Balances Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. The subsequent payment or receipt of funds related to a transaction is translated at the rate applicable on the date of payment or receipt. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. All exchange differences in the consolidated financial statements are taken to the Income Statement with the exception of differences on certain US dollar denominated borrowings (held by entities with a functional currency of Australian dollars) where the foreign currency components are designated as either cash flow hedges of future US dollar denominated sales or hedges of a net investment in a foreign operation. These are recognised in Other Comprehensive Income and accumulated in a reserve until the forecast sales used to repay the debt occur (for cash flow hedges) or the foreign operation is disposed (for net investment hedges), at which time they are recognised in the Income Statement. Translation The assets and liabilities of subsidiaries with a functional currency other than US dollars (being the presentation currency of the group) are translated into US dollars at the exchange rate at the reporting date and the income statement is translated at the average exchange rate for the period. On consolidation, exchange differences arising from the translation of these subsidiaries, translation of net investments in foreign operations and of the borrowings designated as hedges of the net investment are recognised in Other Comprehensive Income and accumulated in the foreign currency translation reserve. On disposal of a foreign operation, the component of Other Comprehensive Income relating to that particular foreign operation is recognised in the Income Statement. (d) Critical Accounting Judgements, Estimates and Assumptions Judgements, estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. The resulting accounting estimates will, by definition, seldom equal the related actual results. The judgements, estimates and assumptions that potentially have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are found within the relevant notes. NEWCREST MINING LIMITED ANNUAL REPORT 2016 101 3. CHANGES IN ACCOUNTING POLICIES During the year, the Group: • Changed its presentation currency from Australian dollars to US dollars • Early adopted accounting standard AASB 9 Financial Instruments from 1 January 2016 • Early adopted accounting amendment AASB 2015-2 Disclosure Initiative: Amendments to AASB 101 from 1 July 2015 (a) Change in Presentation Currency Newcrest has changed its reporting (presentation) currency from Australian dollars to US dollars in the current financial year. The Company believes that the change in reporting currency to US dollars will enhance comparability with Newcrest’s industry peer group, the majority of which report in US dollars. The change in reporting currency represents a voluntary change in accounting policy which is accounted for retrospectively. Comparative information included in this financial report, previously reported in Australian dollars and the statement of financial position at the opening of the comparative period (1 July 2014), has been restated into US dollars using the procedures outlined below: 1. The Income Statement and Statement of Cash Flows have been translated to US dollars using average exchange rates for the relevant year. 2. Assets and Liabilities in the Statement of Financial Position have been translated to US dollars using the exchange rate as at the relevant balance dates. The exchange rates were as follows: As at: 30 June 2015 1 July 2014 0.7680 0.9420 3. The Equity section of the Statement of Financial Position has been converted to US dollars using historical exchange rates. (b) Early adoption of AASB 9 The Group has early adopted AASB 9 Financial Instruments as of 1 January 2016. The impact of early adopting AASB 9 had no material impact on the classification and measurement of any financial instruments. Refer to Note 35 for further details. (c) Early adoption of AASB 2015-2 The Group has early adopted AASB 2015-2 Disclosure Initiative: Amendments to AASB 101 as of 1 July 2015. This Standard made amendments to AASB 101 Presentation of Financial Statements arising from the IASB’s Disclosure Initiative project. The amendments are designed to facilitate improved reporting, including an emphasis on only including material disclosures, clarity on the aggregation and disaggregation of line items, the presentation of subtotals, the ordering of notes and the identification of significant accounting policies. The adoption of the Standard affects the presentation of the Group’s financial statements. PERFORMANCE This section highlights the key indicators on how the Group performed in the current year. 4. SEGMENT INFORMATION The Group’s operating segments are based on the internal management reports that are reviewed and used by the Group’s Executive Committee in assessing performance. The operating segments represent the Group’s operating mines and projects which are organised and managed according to their location. The Group’s reportable operating segments are: • Cadia, Australia • Telfer, Australia • Lihir, Papua New Guinea • Gosowong (1), Indonesia • Hidden Valley JV (50% interest), Papua New Guinea • Bonikro, CÔte d’Ivoire (2) • Exploration and Other (3) (1) (2) (3) Newcrest owns 75% of Gosowong through its holding in PT Nusa Halmahera Minerals. Bonikro includes mining and near-mine exploration interests in CÔte d’Ivoire, which are held by LGL Mines CI SA and Newcrest Hire CI SA (of which Newcrest owns 89.89% respectively). This segment was acquired in August 2010 and was previously referred to as ‘West Africa’. In addition to the Bonikro and near-mine exploration interests, this segment held extensive greenfields exploration licenses in CÔte d’Ivoire which have now been largely relinquished and the acquired value fully impaired. New greenfields exploration was initiated in CÔte d’Ivoire in 2016 which is now included in the ‘Exploration and Other’ segment. Exploration and Other mainly comprises projects in the exploration, evaluation and feasibility phase and includes Wafi-Golpu JV (50% interest) in PNG, Namosi JV (70.67% interest) in Fiji, O’Callaghans in Australia and Newcrest’s global greenfields exploration portfolio. (a) Segment Results, Segment Assets and Segment Liabilities The measurement of segment results is in line with the basis of information presented to the Group’s Executive Committee for internal management reporting purposes. The performance of each segment is measured based on their Revenues, Costs, EBITDA and EBIT (‘Segment Result’). Segment Revenues represent gold, copper and silver sales revenue. EBITDA is earnings before interest, tax, depreciation, amortisation and significant items. EBIT is earnings before interest, tax and significant items. The reconciliation of EBIT to profit before tax is shown in Note 4(b). Capital Expenditure comprises payments for property, plant and equipment, production stripping expenditure, mines under construction, development and feasibility expenditure and information systems development. Segment assets exclude intercompany receivables. Segment liabilities exclude intercompany payables. 102 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 4. SEGMENT INFORMATION (continued) (a) Segment Results, Segment Assets and Segment Liabilities (continued) Lihir Gosowong Hidden Valley Bonikro US$m US$m US$m US$m 2016 External sales revenue EBITDA Depreciation and amortisation EBIT (Segment result) (1) Capital Expenditure Segment assets Segment liabilities Net assets Cadia US$m 1,099 651 Telfer US$m 634 173 1,035 397 (227) (131) (198) 424 42 199 164 3,388 687 2,701 76 756 195 561 119 5,713 930 4,783 257 87 (77) 10 48 449 159 290 108 3 (12) (9) 5 30 46 (16) 162 63 (35) 28 32 200 46 154 Notes: (1) Refer to Note 4(b) for the reconciliation of segment result to profit before tax. (2) (3) Includes eliminations. Includes net assets attributable to Wafi-Golpu JV of US$398 million and Namosi JV of US$96 million. Lihir Gosowong Hidden Valley Bonikro US$m US$m US$m US$m 2015 External sales revenue EBITDA Depreciation and amortisation EBIT (Segment result) (1) Capital Expenditure Segment assets Segment liabilities Net assets Cadia US$m 1,278 733 Telfer US$m 794 278 844 135 414 214 (191) (44) (160) (98) 542 233 3,505 591 2,914 234 43 889 192 697 (25) 116 87 5,805 854 4,951 34 567 156 411 136 13 (27) (14) 31 71 52 19 138 62 (29) 33 15 200 38 162 Notes: (1) Refer to Note 4(b) for the reconciliation of segment result to profit before tax. (2) (3) Includes investment in associates and eliminations. Includes net assets attributable to Wafi-Golpu JV of US$381 million and Namosi JV of US$96 million. Total Oper- ations US$m 3,295 1,374 (680) Explor- ation & Other(2) Corp- orate(3) US$m US$m – (32) – – (50) (18) Total Group US$m 3,295 1,292 (698) 694 (32) (68) 594 444 10,536 2,063 8,473 19 532 7 525 8 123 2,001 (1,878) 471 11,191 4,071 7,120 Total Oper- ations US$m 3,604 1,435 (549) Explor- ation & Other(2) Corp- orate(3) US$m US$m – (30) – – (20) (25) Total Group US$m 3,604 1,385 (574) 886 (30) (45) 811 443 11,037 1,883 9,154 23 516 9 507 5 250 2,954 (2,704) 471 11,803 4,846 6,957 NEWCREST MINING LIMITED ANNUAL REPORT 2016 103 (b) Reconciliation of EBIT (Segment Result) to Profit Before Tax Segment Result Note 2016 US$m 2015 US$m 4(a) 594 811 Finance costs: Finance income Finance costs Significant items: Gain on disposal of investment Class action settlement expense Loss on disposal of associate Impairment reversal Write-down of inventory Profit before tax (c) Geographical Information Sales Revenue from External Customers (1) Bullion (2) Australia China (including Hong Kong) United Kingdom Canada Concentrate (3) Japan Korea Philippines Switzerland (4) Other Total sales revenue Non-Current Assets (5) Australia Indonesia Papua New Guinea CÔte d’Ivoire Other Total non-current assets 6 6 6 6 6 1 (148) (147) 18 (12) – – – 6 453 1,284 216 277 103 756 177 135 186 161 1 (159) (158) – – (57) 160 (34) 69 722 1,855 – – – 827 137 127 304 354 3,295 3,604 3,855 371 5,823 140 94 4,191 330 5,871 113 95 10,283 10,600 (1) Revenue is attributable to geographic location, based on the location of customers. (2) Bullion sales to one customer amounted to US$592 million (2015: US$1,784 million) arising from sales by Cadia, Telfer, Lihir, Gosowong and Hidden Valley. (3) Concentrate sales to one customer amounted to US$560 million (2015: US$702 million) arising from concentrate sales by Cadia and Telfer. (4) The majority of concentrate sales to customers in Switzerland are shipped to smelters in Japan, Korea and China. (5) Non-Current Assets for this disclosure excludes deferred tax assets. 104 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 5. INCOME AND EXPENSES (a) Sales Revenue Gold Copper Silver Total sales revenue Total revenue (b) Cost of Sales Site production costs Royalty Concentrate treatment and realisation Inventory movements Write-down of inventory (Note 6(b)) Depreciation Total cost of sales (c) Corporate Administration Expenses Corporate costs Corporate depreciation Equity settled share-based payments Total corporate administration expenses (d) Other Income/(Expenses) Net foreign exchange gain Net fair value gain/(loss) on gold and copper derivatives and fair value movements on concentrate receivables Legacy community contractual settlements and negotiation costs Other Total other income/(expenses) (e) Finance Costs Interest on loans Facility fees and other costs Less: Capitalised borrowing costs Discount unwind on provisions Total finance costs (f) Depreciation and Amortisation Property, plant and equipment Intangible assets Less: Capitalised to inventory on hand or assets under construction Total depreciation and amortisation expense Included in: Cost of sales depreciation Corporate depreciation Total depreciation and amortisation expense (g) Employee Benefits Expense Defined contribution plan expense Equity settled share-based payments Redundancy expense Salaries, wages and other employment benefits Total employee benefits expense 2016 US$m 2,857 403 35 3,295 3,295 1,667 85 131 38 1,921 – 680 2,601 53 18 8 79 2 8 – 1 11 112 26 (1) 137 11 148 727 21 748 (50) 698 680 18 698 31 8 10 372 421 2015 US$m 2,946 621 37 3,604 3,604 1,877 102 172 18 2,169 34 549 2,752 64 25 7 96 51 (5) (4) (6) 36 131 23 (5) 149 10 159 609 21 630 (56) 574 549 25 574 35 7 6 411 459 NEWCREST MINING LIMITED ANNUAL REPORT 2016 105 Revenue Recognition Revenue from the sale of goods is recognised when there has been a transfer of risks and rewards to the customer and no further processing is required by the Group, the quality and quantity of the goods has been determined with reasonable accuracy, the price is fixed or determinable, and collectability is probable. The point at which risk and title passes for concentrate sales is generally upon receipt of the bill of lading when the commodity is delivered for shipment. Revenue is measured at the fair value of the consideration received or receivable. The terms of metal in concentrate sales contracts with third parties contain provisional pricing arrangements whereby the selling price for metal in concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (quotation period). Adjustments to the sales price occur based on movements in quoted market prices up to the date of final settlement. The period between provisional invoicing and final settlement is typically between one and six months. Revenue on provisionally priced sales is recognised based on the estimated fair value of the total consideration receivable. Prior to the adoption of AASB 9 on 1 January 2016, the provisionally priced sales of metal in concentrate contained an embedded derivative that was separated from the host contract, i.e. the concentrate receivable, for accounting purposes. Accordingly the embedded derivative, which did not qualify for hedge accounting, was recognised at fair value, with subsequent changes in fair value recognised in the Income Statement each period until final settlement, and presented as part of ‘Other Income/Expense’. The initial estimate of fair value and subsequent changes in fair value over the quotation period and up until final settlement were estimated by reference to forward market prices. On adoption of AASB 9, the embedded derivative is no longer separated from the concentrate receivables. Instead, the receivables are accounted for as one instrument and measured at fair value through profit or loss with subsequent changes in fair value recognised in the Income Statement each period until final settlement and presented as part of ‘Other Income/Expense’. Refer to Note 35 for further details on the impact of the adoption of AASB 9. 106 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 6. SIGNIFICANT ITEMS Significant items represent items of income or expense which are, either individually or in aggregate, material to Newcrest or to the relevant business segment and are either outside the ordinary course of business or are part of the ordinary activities of the business but unusual due to their size and nature. (a) Items by Nature 2016 Class action settlement expense Settlement of class action proceedings (1) Net associated expenses and insurance recoveries Gain on disposal of investment (2) Total significant items 2015 Impairment reversal/(loss) (3) (6) Property, plant and equipment Intangibles Loss on disposal of associate (4) Write-down of inventory (5) (6) Total significant items (b) Items by Segment Significant items for 2016 are all attributable to the Corporate segment. Significant items for 2015 are attributable to the following segments: 2015 Telfer (3) Hidden Valley (3) (5) Bonikro (3) (5) (6) Corporate (4) Total items by segment Tax Total items by segment (after tax) Attributable to: Non-controlling interest (6) Owners of the parent Gross US$m Tax US$m Net US$m (26) 14 (12) 18 6 158 2 160 (57) (34) 69 8 (5) 3 – 3 (124) – (124) – – (124) (18) 9 (9) 18 9 34 2 36 (57) (34) (55) Impairment reversal/ (loss) Write- down of inventory US$m US$m Other US$m Total US$m 413 (188) (65) – 160 (124) 36 – (25) (9) – (34) – (34) – – – (57) (57) – (57) 413 (213) (74) (57) 69 (124) (55) (7) (48) 55 Year Ended 30 June 2016 (1) On 22 February 2016, the Group announced that it had reached an agreement to settle the class action proceedings commenced by Earglow Pty Ltd on 21 July 2014 in the Federal Court of Australia (Court) on its own behalf and on behalf of a group of shareholders who acquired an interest in Newcrest securities between 13 August 2012 and 6 June 2013. On 3 May 2016 the Court approved the settlement. The Group paid A$36 million (US$26 million) in full and final settlement of the proceeding including litigation costs and the applicant’s legal fees. (2) In September 2015, the Group disposed of its remaining holding in Evolution Mining Limited (‘Evolution’). Year Ended 30 June 2015 (3) The Group recognised a net impairment reversal as a result of its annual impairment testing. This comprised of: • An impairment reversal of US$413 million in relation to Telfer; • Impairment losses of US$253 million which related to Hidden Valley (US$188 million) and Bonikro (US$65 million). Refer to Note 13 for further details. (4) On 27 February 2015, the Group sold part of its interest in Evolution. Refer to Note 28 for further details. (5) The Group recognised a write-down of inventories arising from the Group’s revised metal price and exchange rate estimates. This write-down was recognised in the Income Statement as part of Cost of Sales. (6) A total of US$7 million was attributable to the non-controlling interest in Bonikro. 7. INCOME TAX EXPENSE (a) Reconciliation of Prima Facie Income Tax Expense to Income Tax Expense per the Income Statement Accounting profit before tax Income tax expense calculated at 30% (2015: 30%) Under/(over) provided in prior years De-recognition of deferred tax liabilities Other Adjustments on Significant items: Gain on disposal of investment Loss on disposal of associate Write-down and impairments – Other assets Income tax expense per the Income Statement (b) Income Tax Expense Comprises: Current income tax Current income tax expense Over provision in respect of prior years Deferred tax (1) Relating to origination and reversal of temporary differences Under provision in respect of prior years Income tax expense per the Income Statement (1) Refer to Note 17(a) for movements in deferred taxes. 8. EARNINGS PER SHARE (EPS) EPS (cents per share) Basic EPS Diluted EPS Earnings used in calculating EPS Earnings used in the calculation of basic and diluted EPS: Profit after income tax attributable to owners of the parent Weighted average number of shares Share data used in the calculation of basic and diluted EPS: Weighted average number of ordinary shares used in calculating basic EPS Effect of dilutive securities: share rights Adjusted weighted average number of ordinary shares used in calculating diluted EPS NEWCREST MINING LIMITED ANNUAL REPORT 2016 107 2016 US$m 2015 US$m 453 136 (2) (8) (3) (13) (5) – – (5) 118 113 (94) 19 15 84 99 118 722 216 17 – (1) 16 – 17 86 103 335 130 – 130 188 17 205 335 2016 US¢ 43.3 43.0 2016 US$m 2015 US¢ 49.1 48.8 2015 US$m 332 376 2016 No. of shares 2015 No. of shares 766,510,971 4,774,479 766,510,971 4,081,206 771,285,450 770,592,177 Rights granted to employees as described in Note 32 have been included in the determination of diluted earnings per share to the extent they are dilutive. 108 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 9. DIVIDENDS Dividend determined and paid No dividends were determined or paid in 2016 and 2015. Dividend proposed and not recognised as a liability Subsequent to year-end, the Directors have determined to pay an unfranked final dividend for the year ended 30 June 2016 of US 7.5 cents per share to be paid on 18 October 2016. The total amount of this dividend is US$57 million. Dividend franking account balance Franking credits at 30% as at 30 June 2016 available for the subsequent financial year is US$7 million (2015: US$48 million). 10. RECONCILIATION OF NET PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING ACTIVITIES Profit after income tax Non-cash items: Depreciation and amortisation Impairment reversal Write-down of inventory Share-based payments Discount unwind on provisions Share of profit of associate Gain on disposal of investment Loss on disposal of associate Other non-cash items Items presented as investing or financing activities: Exploration expenditure written off Changes in assets and liabilities: (Increase)/Decrease in: Trade and other receivables Inventories Other financial assets Current and deferred tax assets Other assets (Decrease)/Increase in: Trade and other payables Provisions Current and deferred tax liabilities Other financial liabilities Net cash from operating activities 2016 US$m 335 698 – – 8 11 – (18) – 5 2015 US$m 387 574 (160) 34 7 10 (15) – 57 18 32 30 53 39 15 52 (86) (5) 10 95 (3) 30 113 7 176 (37) (17) (89) 153 2 1,241 1,280 NEWCREST MINING LIMITED ANNUAL REPORT 2016 109 RESOURCE ASSETS AND LIABILITIES This section provides information that is relevant in understanding the composition and management of the Group’s resource assets and liabilities. 11. PROPERTY, PLANT & EQUIPMENT Exploration & Evaluation Expenditure Deferred Feasibility Expenditure Mines Under Construction Production Stripping Mine Development(1) Plant and Equipment US$m US$m US$m US$m US$m US$m Total US$m At 30 June 2016 Cost Accumulated depreciation and impairment Year ended 30 June 2016 Carrying amount at 1 July 2015 Expenditure during the year (2) Expenditure written-off during the year Depreciation for the year Disposals of assets Foreign currency translation Reclassifications/transfers Carrying amount at 30 June 2016 731 (338) 393 400 44 (32) – – (1) (18) 393 278 – 278 262 25 – – – (2) (7) 278 102 – 102 41 156 – – – 2 (97) 102 410 (262) 148 192 54 – (96) – (2) – 148 8,283 7,769 17,573 (4,184) 4,099 4,265 90 – (283) – (76) 103 (3,898) 3,871 4,067 196 – (348) (6) (57) 19 (8,682) 8,891 9,227 565 (32) (727) (6) (136) – 4,099 3,871 8,891 (1) (2) Includes Mineral Rights with a carrying value of US$1,299m. Includes borrowing costs that were capitalised on qualifying assets at a weighted average interest rate of 4%. Exploration & Evaluation Expenditure Deferred Feasibility Expenditure Mines Under Construction Production Stripping Mine Development(1) Plant and Equipment US$m US$m US$m US$m US$m US$m Total US$m At 30 June 2015 Cost Accumulated depreciation and impairment Year ended 30 June 2015 Carrying amount at 1 July 2014 Expenditure during the year (2) Expenditure written-off during the year Depreciation for the year Disposals and write-down of assets Foreign currency translation Reclassifications/transfers Impairment losses for the year (Note 6) Impairment reversals for the year (Note 6) Carrying amount at 30 June 2015 749 (349) 400 443 38 (30) – – (9) (13) (35) 6 400 262 – 262 237 28 – – – – (3) – – 262 41 – 41 221 208 – – – (21) (367) – – 41 761 (569) 192 220 63 – (84) – (4) 1 (27) 23 192 8,238 7,778 17,829 (3,973) 4,265 4,417 66 – (221) – (450) 334 (39) (3,711) 4,067 4,411 176 – (304) (4) (329) 45 (152) (8,602) 9,227 9,949 579 (30) (609) (4) (813) (3) (253) 158 4,265 224 4,067 411 9,227 (1) (2) Includes Mineral Rights with a carrying value of US$1,331 million. Includes borrowing costs that were capitalised on qualifying assets at a weighted average interest rate of 4%. 110 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 11. PROPERTY, PLANT & EQUIPMENT (continued) Exploration, Evaluation and Deferred Feasibility Expenditure Exploration and Evaluation Exploration and evaluation expenditure related to areas of interest is capitalised and carried forward to the extent that: (i) Rights to tenure of the area of interest are current; and (ii) (a) (b) Costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively by sale; or Where activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Such expenditure consists of an accumulation of acquisition costs and direct exploration and evaluation costs incurred, together with an appropriate portion of directly related overhead expenditure. The carrying value of capitalised exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying value may exceed its recoverable amount. Deferred Feasibility Feasibility expenditure represents costs related to the preparation and completion of a feasibility study to enable a development decision to be made in relation to an area of interest and are capitalised as incurred. At the commencement of construction, all past exploration, evaluation and deferred feasibility expenditure in respect of an area of interest that has been capitalised is transferred to mines under construction. Accounting Judgement, Estimates and Assumptions – Exploration, Evaluation and Deferred Feasibility Expenditure Judgement is required to determine whether future economic benefits are likely, from either exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves. In addition to these judgements, the Group has to make certain estimates and assumptions. The determination of a JORC resource is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e. measured, indicated or inferred). The estimates directly impact when the Group capitalises exploration and evaluation expenditure. The capitalisation policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular, the assessment of whether economic quantities of reserves will be found. Any such estimates and assumptions may change as new information becomes available. The recoverable amount of capitalised expenditure relating to undeveloped mining projects (projects for which the decision to mine has not yet been approved at the required authorisation level within the Group) can be particularly sensitive to variations in key estimates and assumptions. If a variation in key estimates or assumptions has a negative impact on recoverable amount it could result in a requirement for impairment. Mines Under Construction This expenditure includes net direct costs of construction, borrowing costs capitalised during construction and an appropriate allocation of attributable overheads. Expenditure is net of proceeds from the sale of ore extracted during the construction phase to the extent that this ore extracted is considered integral to the development of the mine. After production commences, all aggregated costs of construction are transferred to mine development or plant and equipment as appropriate. Production Stripping Expenditure Stripping (waste removal) costs are incurred both during the development phase and production phase of operations. Stripping costs incurred during the development phase are capitalised as part of mine development costs. Stripping costs incurred during the production phase are generally considered to create two benefits: • • the production of ore inventory in the period – accounted for as a part of the cost of producing those ore inventories; or improved access to the ore to be mined in the future – recognised as ‘production stripping asset’, if the following criteria are met: Ɲ Future economic benefits (being improved access to the ore body) associated with the stripping activity are probable; Ɲ The component of the ore body for which access has been improved can be accurately identified; and Ɲ The costs associated with the stripping activity associated with that component can be reliably measured. The amount of stripping costs deferred is based on the ratio obtained by dividing the amount of waste tonnes mined by the quantity of gold ounces contained in the ore for each component of the mine. Stripping costs incurred in the period are deferred to the extent that the actual current period waste to contained gold ounce ratio exceeds the life of component expected waste to contained gold ounce ratio (‘life of component’) ratio. A component is defined as a specific volume of the ore body that is made more accessible by the stripping activity and is determined based on mine plans. An identified component of the ore body is typically a subset of the total ore body of the mine. Each mine may have several components, which are identified based on the mine plan. The production stripping asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the ore within an identified component, plus an allocation of directly attributable overhead costs. NEWCREST MINING LIMITED ANNUAL REPORT 2016 111 The production stripping asset is depreciated over the expected useful life of the identified component of the ore body that is made more accessible by the activity, on a units of production basis. Economically recoverable reserves are used to determine the expected useful life of the identified component of the ore body. Accounting Judgement - Production Stripping The life of component ratio is a function of the mine design and therefore changes to that design will generally result in changes to the ratio. Changes in other technical or economic parameters that impact reserves will also have an impact on the life of component ratio even if they do not affect the mine design. Changes to production stripping resulting from a change in life of component ratios are accounted for prospectively. Mineral Rights Mineral rights comprise identifiable exploration and evaluation assets, mineral resources and ore reserves, which are acquired as part of a business combination or a joint arrangement acquisition and are recognised at fair value at date of acquisition. Mineral rights are attributable to specific areas of interest and are amortised when commercial production commences on a units of production basis over the estimated economically recoverable reserves of the mine to which the rights relate. Plant and Equipment and Mine Development Cost Plant and equipment and mine development is carried at cost less accumulated depreciation and any accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, and any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Construction cost for mine development includes expenditure in respect of exploration, evaluation and feasibility, previously accumulated and carried forward in relation to areas of interest in which development or construction is underway. Depreciation and Amortisation Items of plant and equipment and mine development are depreciated over their estimated useful lives. The Group uses the units of production basis when depreciating mine specific assets which results in a depreciation charge proportional to the depletion of the anticipated remaining life of mine production. Each item’s economic life has due regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located. For the remainder of assets the straight line method is used, resulting in estimated useful lives between 3 – 20 years, the duration of which reflects the specific nature of the asset. Estimates of remaining useful lives, residual values and depreciation methods are reviewed annually for all major items of plant and equipment and mine development. Any changes are accounted for prospectively. When an asset is surplus to requirements or no longer has an economic value, the carrying amount of the asset is reviewed and is written down to its recoverable amount or derecognised. Accounting Estimate and Assumptions - Units of Production Method of Depreciation/Amortisation The group uses the units of production basis when depreciating/amortising specific assets which results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life of mine production. Each item’s economic life, which is assessed annually, has due regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located. These calculations require the use of estimates and assumptions. Accounting Estimates and Assumptions - Ore Reserves & Resources The Group estimates its ore reserves and mineral resources annually at 31 December each year, and reports in the following February, based Accounting Estimate and Assumptions - Units of Production Method of Depreciation/Amortisation on information compiled by Competent Persons as defined in accordance with the Australasian code for reporting Exploration Results, Mineral Resources and Ore Resources (JORC code 2012). The estimated quantities of economically recoverable reserves are based upon interpretations The group uses the units of production basis when depreciating/amortising specific assets which results in a depreciation/amortisation charge of geological models and require assumptions to be made regarding factors such as estimates of short and long-term exchange rates, estimates of proportional to the depletion of the anticipated remaining life of mine production. Each item’s economic life, which is assessed annually, has due short and long-term commodity prices, future capital requirements and future operating performance. Changes in reported reserves estimates can regard to both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is impact the carrying value of property, plant and equipment (including exploration and evaluation assets), the provision for rehabilitation obligations, located. These calculations require the use of estimates and assumptions. the recognition of deferred tax assets, as well as the amount of depreciation charged to the Income Statement. 112 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 12. OTHER INTANGIBLE ASSETS Information Systems Development Cost Accumulated amortisation and impairment 2016 US$m 169 (125) 44 2015 US$m 168 (107) 61 Costs incurred in developing information technology systems and acquiring software are capitalised as intangible assets. Amortisation is calculated on a straight line basis over the useful life, ranging from three to seven years. 13. IMPAIRMENT OF NON-FINANCIAL ASSETS a) Impairment testing Impairment tests are performed when there is an indication of impairment. Newcrest conducts a review of the asset values of cash generating units (‘CGUs’) annually, which is used as a source of information to determine whether there is an indication of impairment or reversal of previously recognised impairments. Other factors, such as changes in assumptions in future commodity prices, exchange rates, production rates and input costs, are also monitored to assess for indications of impairment or reversal of previously recognised impairments. Where an indicator of impairment or impairment reversal exists, a formal estimate of the recoverable amount is determined. CGUs represent a grouping of assets at the lowest level for which there are separately identifiable cash flows that are largely independent of the cash flows from other assets or groups of assets. Generally this results in the Group evaluating its CGUs as individual mining operations, which is consistent with the Group’s representation of operating segments. After consideration of the potential indicators which could impact the valuation of the CGUs at 30 June 2016, the Group concluded: • Hidden Valley’s continued underperformance against expectations represented an indicator of potential impairment. An updated assessment of the recoverable amount of Hidden Valley has determined that no further impairment is required as at 30 June 2016. • The interruption to operations at Gosowong following a geotechnical event in February 2016 and the potential impact on future production capacity represented an indicator of potential impairment. An assessment of the recoverable amount of Gosowong has determined that no impairment is required as at 30 June 2016. • There are no indicators of impairment or impairment reversal for the remainder of Newcrest’s CGUs as at 30 June 2016. b) Basis of impairment and impairment reversal calculations An impairment loss is recognised when a CGU’s carrying amount exceeds its recoverable amount. The recoverable amount of each CGU has been estimated on the basis of fair value less costs of disposal (‘Fair Value’). The costs of disposal have been estimated by management based on prevailing market conditions. For CGUs that have previously recognised an impairment loss, an impairment reversal is recognised for non-current assets (other than goodwill) when the Fair Value indicates that the impairment has been reversed. Such a reversal is limited to the lesser of the amount that would not cause the carrying amount to exceed its recoverable amount or the value that would have been determined (net of depreciation) had no impairment loss been recognised. Fair Value is estimated based on discounted cash flows using market-based commodity price and exchange assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, based on CGU latest life of mine plans. In certain cases, where multiple investment options exist, Fair Value may be determined from a combination of two or more scenarios that are weighted to provide a single Fair Value that is determined to be the most indicative. When plans and scenarios used to estimate Fair Value do not fully utilise the existing mineral resource for a CGU, and options exist for the future extraction and processing of all or part of those resources, an estimate of the value of unmined resources, in addition to an estimate of value of exploration potential, is included in the estimation of Fair Value. The Fair Value estimates are considered to be level 3 fair value measurements (as defined by accounting standards, refer Note 21) as they are derived from valuation techniques that include inputs that are not based on observable market data. The Group considers the inputs and the valuation approach to be consistent with the approach taken by market participants. Estimates of quantities of recoverable minerals, production levels, operating costs and capital requirements are sourced from the Group’s planning and budgeting process, including life of mine (‘LOM’) plans, latest short-term forecasts and CGU specific studies. NEWCREST MINING LIMITED ANNUAL REPORT 2016 113 c) Key judgements, estimates and assumptions Accounting Estimates and Assumptions – Fair Value Significant judgements, estimates and assumptions are required in determining estimates of Fair Value. This is particularly so in the assessment of long life assets. It should be noted that the CGU Fair Values are subject to variability in key assumptions including, but not limited to, gold and copper prices, currency exchange rates, discount rates, production profiles and operating and capital costs. A change in one or more of the assumptions used to estimate Fair Value could result in a change in a CGU’s Fair Value. The table below summarises the key assumptions used in the carrying value assessments as at 30 June 2016, and for comparison also provides the equivalent assumptions used in 2015: Assumptions Gold (US$ per ounce) Copper (US$ per pound) AUD:USD exchange rate USD:PGK exchange rate Discount rate (%) 2016 2015 2017 2018 2019 Long term (2020+) 2016 2017 Long term (2018+) $1,200 $1,225 $1,250 $1,250 $1,100 $1,200 $1,250 $2.10 $2.30 $2.70 $3.00 $2.40 $2.70 $3.00 $0.73 $0.75 $0.77 $0.80 $0.74 $0.77 $0.80 $3.00 $3.00 $3.00 $3.00 $2.77 $2.80 $2.85 USD Assets 5.25 to 5.75% AUD Assets 5.0% USD Assets 5.25 to 5.75% AUD Assets 5.5% Commodity prices and exchange rates estimation approach Commodity price and foreign exchange rates are estimated with reference to external market forecasts and reviewed at least annually. The rates applied have regard to observable market data including spot and forward values, and to market analysis including equity analyst estimates. Metal prices Newcrest has maintained the long term (2020+) US dollar gold and copper price estimates applied in 2015. The gold price estimate for 2018 and the copper price estimates for the short term (2017 to 2019) have reduced compared to 2015, reflecting spot prices during the 2016 financial year and Newcrest’s analysis of observable market data for future periods. AUD:USD exchange rate Newcrest has also maintained its AUD:USD exchange rate estimates for the long term (2020+) compared to 2015. Estimates for the period 2017 to 2019 have reduced compared to 2015, reflecting spot prices during the 2016 financial year and Newcrest’s analysis of observable market data for future periods. USD:PGK exchange rate Changes made in 2016 to the USD:PGK exchange rate estimates reflected the sustained weakening of the PNG Kina against the US dollar over the past 12 months. Lihir and Hidden Valley both have a material proportion of operating and capital costs denominated in PNG Kina, resulting in this change having a positive impact on the Fair Value of both CGUs. Discount rate In determining the Fair Value of CGUs, the future cash flows were discounted using rates based on the Group’s estimated real after tax weighted average cost of capital for each functional currency used in the Group, with an additional premium applied having regard to the geographic location of the CGU. CGU Cadia , Telfer Lihir, Hidden Valley, Gosowong Bonikro Functional Currency AUD USD USD 2016 5.00% 5.25% 5.75% 2015 5.50% 5.25% 5.75% Production activity and operating and capital costs LOM production activity and operating and capital cost assumptions are based on the Group’s latest forecasts and longer term LOM plans. These projections can include expected operating performance improvements reflecting the Group’s objectives to maximise free cash flow, optimise and reduce operational activity, apply technology, improve capital and labour productivity. 114 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 13. IMPAIRMENT OF NON-FINANCIAL ASSETS (continued) d) Sensitivity Analysis During the past three years, impairments have been recognised for Lihir (in 2013 and 2014), Telfer (in 2013 and 2014), Hidden Valley (in 2013, 2014 and 2015) and Bonikro (in 2013, 2014 and 2015) and an impairment reversal recognised for Telfer in 2015. Following the review of the CGU asset values as at 30 June 2016, and in recognising no requirement for asset impairments or impairment reversals, the Group has determined that the carrying amount as at 30 June 2016 of the Lihir, Telfer, Hidden Valley and Bonikro CGUs approximate their respective Fair Values. Any variation in the key assumptions used to determine Fair Value would result in a change of the estimated Fair Value. If the variation in assumption had a negative impact on Fair Value it could indicate a requirement for impairment of non-current assets. If the variation in assumption had a positive impact on Fair Value it could indicate a requirement for an impairment reversal of non-current assets. It is estimated that the following reasonably possible changes in the key assumptions would have the following approximate impact on the Fair Value of each of these CGUs in its functional currency as at 30 June 2016: $ million in functional currency US$100 per ounce change in gold price 0.50% increase/decrease in discount rate $0.05 increase/decrease in AUD:USD rate $0.10 increase/decrease in USD:PGK rate 5% increase/decrease in operating costs from that assumed Lihir US$ 1,115 260 125 170 500 Telfer A$ 170 10 170 n/a 125 Hidden Valley Bonikro US$ minor minor minor minor minor US$ 40 minor minor n/a 15 It must be noted that each of the sensitivities above assumes that the specific assumption moves in isolation, whilst all other assumptions are held constant. In reality, a change in one of the aforementioned assumptions may accompany a change in another assumption which may have an offsetting impact (for example, a decline in the US dollar gold price accompanied with a decline in the Australian dollar compared to the US dollar). Action is also usually taken by management to respond to adverse changes in economic assumptions that may mitigate the impact of any such change. 14. INVENTORIES Current Ore stockpiles Gold in circuit Bullion and concentrate Materials and supplies Total current inventories (1) Non-Current Ore stockpiles Total non-current inventories (1) 2016 US$m 2015 US$m 140 27 80 298 545 180 31 99 309 619 1,170 1,170 1,115 1,115 (1) Total inventories include inventories held at net realisable value at Telfer, Hidden Valley and Bonikro of US$95 million (2015: US$96 million). Ore stockpiles, gold in circuit, bullion and concentrate is physically measured or estimated and valued at the lower of cost and net realisable value. Cost represents the weighted average cost and includes direct costs and an appropriate portion of fixed and variable production overhead expenditure, including depreciation and amortisation, incurred in converting materials into finished goods. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Ore stockpiles which are not scheduled to be processed in the twelve months after the reporting date are classified as non-current inventory. The Group believes the processing of these stockpiles will have a future economic benefit to the Group and accordingly values these stockpiles at the lower of cost and net realisable value. Materials and supplies are valued at the lower of cost and net realisable value. Any allowance for obsolescence is determined by reference to stock items identified. Accounting Judgement and Estimate – Net Realisable Value The computation of net realisable value for ore stockpiles involves significant judgements and estimates in relation to timing and cost of processing, commodity prices, foreign exchange rates, recoveries and the timing of sale of the bullion and concentrate produced. A change in any of these assumptions will alter the estimated net realisable value and may therefore impact the carrying value of ore stockpiles. 15. TRADE AND OTHER RECEIVABLES Current Bullion awaiting settlement Metal in concentrate receivables GST receivable Other receivables Total current receivables NEWCREST MINING LIMITED ANNUAL REPORT 2016 115 2016 US$m 2015 US$m 3 95 28 8 134 15 102 23 18 158 Bullion awaiting settlement, GST and other receivables are initially measured at fair value then subsequently at amortised cost, less an allowance for impairment. Bullion awaiting settlement is generally expected to settle within seven days. GST and other receivables are expected to settle within one to two months. Metal in concentrate receivables are measured at fair value. Prior to the adoption of AASB 9 (refer Note 35), these receivables were initially measured at fair value then subsequently at amortised cost. Metal in concentrate receivables are generally expected to settle within one to six months. 16. OTHER ASSETS Current Prepayments and other Total current other assets Non-Current Prepayments and other Non-current tax assets (1) Total non-current other assets (1) Includes US$85 million (2015: US$46 million) paid in respect to PT NHM’s prior year tax assessments. Refer note 31(b). 2016 US$m 2015 US$m 69 69 46 132 178 61 61 36 64 100 116 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 17. DEFERRED TAX (a) Movement in Deferred Taxes 2016 Deferred tax assets Carry forward revenue losses recognised: – Australian entities Deferred tax liabilities Temporary differences: – Fixed assets (1) – Provisions – Other Net deferred taxes 2015 Deferred tax assets Carry forward revenue losses recognised: – Australian entities Deferred tax liabilities Temporary differences: – Fixed assets (1) – Provisions – Other Net deferred taxes Opening Balance at 1 July (Charged)/ credited to income (Charged)/ credited to equity Translation Closing Balance at 30 June US$m US$m US$m US$m US$m 140 140 (1,002) 54 51 (897) (757) (30) (30) (133) (1) 35 (99) (129) – – – – 41 41 41 (5) (5) 10 (1) (2) 7 2 105 105 (1,125) 52 125 (948) (843) Opening Balance at 1 July (Charged)/ credited to income (Charged)/ credited to equity Translation Closing Balance at 30 June US$m US$m US$m US$m US$m 270 270 (876) 69 (42) (849) (579) (88) (88) (165) (8) (32) (205) (293) – – – – 135 135 135 (42) (42) 39 (7) (10) 22 (20) 140 140 (1,002) 54 51 (897) (757) (1) Comprises property, plant and equipment and other intangible assets. (b) Unrecognised Deferred Tax Assets Deferred tax assets have not been recognised in respect of: • • capital losses with a tax effect of US$93 million (2015: US$90 million) revenue losses and temporary differences with a tax effect of US$411 million (2015: US$302 million) because it is not probable that the Group will have sufficient future assessable income and/or capital gains available against which the deferred tax asset could be utilised. This is partly due to restrictions that limit the extent to which the losses can be applied to future taxable income in future periods. (c) Tax Consolidation The Company and its wholly-owned Australian subsidiaries are part of a tax consolidated group. Newcrest Mining Limited is the head entity of the tax consolidated group. The tax losses attributable to the Australian entities are available for offsetting against future profits of the tax consolidated group. Some of these tax losses are subject to restrictions that limit the extent to which the losses can be applied against future taxable income. Notwithstanding these restrictions, these losses do not have an expiry date. NEWCREST MINING LIMITED ANNUAL REPORT 2016 117 Income Taxes Current Income Tax Current tax assets and liabilities for the current and prior year are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current year’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred Income Tax Deferred tax assets are recognised for deductible temporary differences, carry-forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Current and deferred taxes attributable to amounts recognised directly in equity are also recognised directly in equity. Accounting Judgement, Estimates and Assumptions - Recovery of Deferred Tax Assets Judgement is required to determine whether deferred tax assets are recognised in the Statement of Financial Position. Deferred tax assets, including those arising from un-utilised tax losses, require management to assess the likelihood that the Group will generate sufficient taxable earnings in future periods in order to recognise and utilise those deferred tax assets. Judgement is also required in respect of the application of existing tax laws in each jurisdiction. Estimates of future taxable income are based on forecast cash flows from operations and existing tax laws in each jurisdiction. These assessments require the use of estimates and assumptions such as exchange rates, commodity prices and operating performance over the life of the assets. To the extent that cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets reported at the reporting date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which the Group operates could limit the ability of the Group to obtain tax deductions and recover/utilise deferred tax assets in future periods. 18. PROVISIONS Current Employee benefits Mine rehabilitation Other Total current provisions Non-Current Employee benefits Mine rehabilitation Other Total non-current provisions Note 2016 US$m 2015 US$m (a) (b) (c) (a) (b) (c) 107 5 35 147 43 348 5 396 116 6 46 168 39 307 7 353 Provisions (other than those relating to employee benefits) are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 118 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 18. PROVISIONS (continued) (a) Employee benefits Liabilities for wages and salaries, annual leave and any other employee benefits are measured at the amounts expected to be paid when the liabilities are settled. Amounts expected to settle within twelve months are recognised in ‘Current Provisions’ (for annual leave and salary at risk) and ‘Trade and Other Payables’ (for all other employee benefits) in respect of employees’ services up to the reporting date. Costs incurred in relation to non-accumulating sick leave are recognised when leave is taken and are measured at the rates paid or payable. The liability for long service leave and other long term benefits is measured at the present value of the estimated future cash outflows resulting from employees’ services provided up to the reporting date. Long-term benefits not expected to be settled within twelve months are discounted using the rates attaching to high quality corporate bonds at the reporting date, which most closely match the terms of maturity of the related liability. b) Mine rehabilitation The Group records the present value of the estimated cost of legal and constructive obligations (such as those under the Group’s Environmental Policy) to rehabilitate locations where activities have occurred which have led to a future obligation to make good. The nature of rehabilitation activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and revegetation of affected areas. Typically the obligation arises when the asset is installed or the ground/environment is disturbed at the mining location. When the liability is initially recorded, the present value of the estimated cost is capitalised as part of the carrying amount of the related mining assets. Over time, the discounted liability is increased for the change in the present value based on a discount rate that reflects current market assessments. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation liability when incurred. Although the ultimate cost to be incurred is uncertain, the Group has estimated its costs based on feasibility and engineering studies using current restoration standards and techniques. The unwinding of the effect of discounting the provision is recorded as a finance cost in the Income Statement. The carrying amount capitalised as a part of mining assets is depreciated/amortised over the life of the related asset. Costs incurred that relate to an existing condition caused by past operations but do not have a future economic benefit are expensed as incurred. Accounting Estimate - Mine Rehabilitation Provision Significant estimates and assumptions are required in determining the provision for mine rehabilitation as there are many transactions and other factors that will affect the ultimate liability payable to rehabilitate the mine sites. Factors that will affect this liability include changes in technology, changes in regulations, price increases, changes in timing of cash flows which are based on life of mine plans and changes in discount rates. When these factors change or become known in the future, such differences will impact the mine rehabilitation provision in the period in which they change or become known. Movements in Mine Rehabilitation provision At 1 July 2015 Recognised during the year Movements in economic assumptions and timing of cash flows Paid/utilised during the year Unwinding of discount Foreign currency translation At 30 June 2016 Split between: Current Non-current c) Other Provisions Other provisions comprises restructure, onerous contracts, community obligations and other miscellaneous items. US$m 313 17 23 (1) 11 (10) 353 5 348 353 NEWCREST MINING LIMITED ANNUAL REPORT 2016 119 CAPITAL STRUCTURE AND FINANCIAL RISK MANAGEMENT This section outlines the Group’s capital and financial management policies and significant capital and financial risk management activities that have been implemented during the year. This includes the Group’s exposure to various risks and how these could affect the Group’s financial position and performance, as well as how the Group is managing those risks. 19. CAPITAL MANAGEMENT AND FINANCIAL OBJECTIVES Newcrest’s capital structure consists of equity and net debt, which includes borrowings, cash and cash equivalents. Newcrest aims to maintain an optimal capital structure that reduces the cost of capital and maximises shareholder returns, withstands price volatility and allows completion of approved major capital projects through periods of price volatility. Newcrest’s key financial objectives are to: • Meet all financial obligations; • Maintain a strong balance sheet so as to withstand cash flow volatility; • Be able to invest capital in value-creating opportunities; and • Be able to return excess cash generated to shareholders. In order to achieve these financial objectives, Newcrest’s capital management strategy looks to: • Target an investment grade credit rating throughout the cycle; • Maintain a leverage ratio (Net Debt to EBITDA) of less than 2.0 times; • Maintain a gearing ratio of below 25%; and • Maintain diverse funding sources, sizeable committed undrawn bank facilities and US$ debt with an appropriate tenor having regard to the life of the Company’s assets. At 30 June the Group’s position in relation to these metrics was: Metric Credit rating (S&P/Moody’s) Leverage ratio (times) Gearing ratio Cash and committed facilities Policy ‘looks to’ Investment grade Less than 2.0 times Below 25% More than US$1bn 2016 BBB-/Baa3 1.6 22.8% US$2.45bn 2015 BBB-/Baa3 2.1 29.3% US$2.42bn Detail of the calculation of the capital management performance ratios is provided below: Leverage Ratio Net debt (Note 20) EBITDA (Note 4) Leverage ratio 2016 US$m 2,107 1,292 1.6 times 2015 US$m 2,889 1,385 2.1 times Leverage Ratio is calculated as net debt at the end of the reporting period divided by the rolling 12 month EBITDA. Refer to Note 4, Segment Information, for the definition of EBITDA. Gearing Ratio Net debt (Note 20) Equity Total capital (Net debt and equity) Gearing ratio Gearing Ratio is calculated as net debt at the end of the reporting period divided by net debt plus equity. 2016 US$m 2,107 7,120 9,227 22.8% 2015 US$m 2,889 6,957 9,846 29.3% 120 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 20. NET DEBT Newcrest borrows funds from financial institutions and debt investors in the form of committed revolving facilities, private placement notes and corporate bonds. As at 30 June 2016, all of Newcrest’s borrowings were unsecured. Borrowings are initially recognised at fair value and subsequently at amortised cost. Borrowings are net of transaction costs incurred. Borrowings are classified as non-current liabilities where Newcrest has an unconditional right to defer settlement for at least 12 months after the year end. Cash and cash equivalents comprise cash at bank, on hand and short-term deposits. Net Debt Private placement notes Bank loan Total current borrowings Bilateral bank debt Corporate bonds Private placement notes Less: transaction costs on facilities Total non-current borrowings Total borrowings Cash and cash equivalents Net debt Note (c) (d) (a) (b) (c) 2016 US$m 100 20 120 25 2,000 25 (10) 2,040 2,160 (53) 2,107 2015 US$m – – – 975 2,000 125 (13) 3,087 3,087 (198) 2,889 (a) Bilateral bank debt In May 2016, Newcrest reduced the quantum and extended the terms of its existing unsecured bilateral bank debt facilities. The Group has bilateral bank debt facilities of US$2,400 million (2015: US$3,150 million) with 12 banks (2015: 13 banks). These are committed unsecured revolving facilities, individually negotiated and documented with each bank but with similar terms and conditions. The facilities are on normal terms and conditions and include certain financial covenants. Interest is based on LIBOR plus a margin which varies amongst the lenders. The maturity date profile of these facilities is shown in the table below: Facility Maturity (financial year ending) June 2017 June 2018 June 2019 June 2020 June 2021 2016 US$m – – 1,200 300 900 2,400 2015 US$m 1,075 725 875 475 – 3,150 (b) Corporate bonds In each of November 2011 and October 2012, Newcrest issued US$1,000 million in US dollar corporate bonds (notes). The notes were issued in accordance with Rule 144A and Regulation S of the Securities Act of the United States. The notes consist of: Maturity November 2021 October 2022 November 2041 Coupon Rate 4.45% 4.20% 5.75% 2016 US$m 750 750 500 2015 US$m 750 750 500 2,000 2,000 (c) Private placement notes During the year ended 30 June 2005, the Group issued US$350 million of long term senior unsecured notes into the North American private placement market. These notes are on normal terms and conditions and include certain financial covenants. The tranches remaining are: Maturity May 2017 May 2020 Coupon Rate 5.71% 5.92% 2016 US$m 100 25 125 2015 US$m 100 25 125 NEWCREST MINING LIMITED ANNUAL REPORT 2016 121 (d) Bank loan PT Nusa Halmahera Minerals has a US$50 million loan facility with one bank. This is an unsecured revolving facility on normal terms and conditions and includes certain financial covenants. Interest is based on LIBOR plus a margin. This facility matures in January 2017. As at 30 June 2016 this facility was drawn by US$20 million (2015: nil). (f) Financing facilities The Group has access to the following unsecured financing facilities at the end of the financial year. 2016 Bilateral bank debt facilities Corporate bonds Private placement notes Bank loan 2015 Bilateral bank debt facilities Corporate bonds Private placement notes Bank loan Facility Utilised(1) Facility Unutilised US$m US$m Facility Limit US$m 25 2,000 125 20 2,170 975 2,000 125 – 3,100 2,375 – – 30 2,405 2,175 – – 50 2,225 2,400 2,000 125 50 4,575 3,150 2,000 125 50 5,325 (1) As at 30 June 2016, 98% of the facilities utilised were at fixed interest rates and 2% at floating rates. (30 June 2015: 69% fixed rates and 31% floating rates). 21. FINANCIAL RISK MANAGEMENT Newcrest is exposed to a number of financial risks, by virtue of the industry and geographies in which it operates and the nature of the financial instruments it holds. The key risks that could adversely affect Newcrest’s financial assets, liabilities or future cash flows are: a) Commodity and other price risks b) Foreign currency risk c) Liquidity risk d) Interest rate risk e) Credit risk Further detail of each of these risks is provided below, including management’s strategies to manage each risk. These strategies are executed subject to Board approved policies and procedures and administered by Group Treasury. Derivative financial instruments and hedging The Group uses derivative financial instruments to manage certain market risks. The instruments used by the Group include forward sale contracts, diesel forward contracts and foreign currency forward contracts. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the Income Statement immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of recognition in the Income Statement depends on the nature of the hedge relationship. For instruments in hedging transactions, the Group formally designates and documents the relationship between hedging instruments and hedged items at the inception of the transaction, as well as its risk management objective and strategy for undertaking various hedge transactions. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in Other Comprehensive Income (‘OCI’) through the Hedge Reserve. Any gain or loss relating to an ineffective portion is recognised immediately in the Income Statement. Amounts accumulated in the Hedge Reserve in equity are transferred to the Income Statement in the periods when the hedged item affects the Income Statement, for instance when the forecast sale that is hedged takes place. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, if it no longer qualifies for hedge accounting or if the Group changes its risk management objective for the hedging relationship. At that point in time, any cumulative gain or loss on the hedging instrument recognised via Other Comprehensive Income remains deferred in the Hedge Reserve until the original forecasted transaction occurs. When the forecasted transaction is no longer expected to occur, the cumulative gain or loss that was deferred in the Hedge Reserve is recognised immediately in the Income Statement. If a hedging instrument being used to hedge a commitment for the purchase or sale of gold or copper is redesignated as a hedge of another specific commitment and the original transaction is still expected to occur, the gains and losses that arise on the hedging instrument prior to its redesignation are deferred and included in the measurement of the original purchase or sale when it takes place. If the hedging instrument is redesignated as a hedge of another commitment because the original purchase or sale transaction is no longer expected to occur, the gains and losses that arise on the hedge prior to its redesignation are recognised in the Income Statement at the date of the redesignation. 122 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 21. FINANCIAL RISK MANAGEMENT (continued) (a) Commodity and Other Price Risks (i) Gold and copper price All of Newcrest’s gold and copper production is sold into global markets. The market prices of gold and copper are the key drivers of Newcrest’s capacity to generate cash flow. Newcrest is predominantly an unhedged producer to provide its shareholders with exposure to changes in the market price of gold and copper. Newcrest does undertake selected financial risk management activities to mitigate specific gold and copper price risks, as follows: Provisionally priced concentrate sales and gold and copper forward sales contracts The terms of metal in concentrate sales contracts with third parties contain provisional pricing arrangements whereby the selling price for metal in concentrate is based on prevailing spot prices on a specified future date after shipment to the customer (quotational period or ‘QP’). The QP is usually one month for gold and three or four months for copper. In the prior period, this QP exposure was considered to be an embedded derivative which was separated from the host concentrate receivables and measured at fair value through profit or loss. On adoption of AASB 9, the embedded derivative is no longer separated from the concentrate receivables. Instead these receivables are accounted for as one instrument and measured at fair value through profit or loss and recognised in the Income Statement as part of ‘Other Income/Expense’. Refer to Notes 5 and 35 for further details. As at 30 June 2016, 133,000 gold ounces and 29,000 copper tonnes were subject to QP adjustment (2015: 150,000 ounces gold and 28,000 tonnes copper). In order to minimise the short term revenue volatility impact of QP adjustments, particularly across reporting periods, the Group takes out gold and copper forward sales contracts at the time of concentrate shipments to lock in the price. These forward sales contracts are not designated into hedge relationships with the fair value adjustments at reporting date recognised in the Income Statement as part of ‘Other Income/Expense’. The following table details the gold and copper forward sale contracts outstanding as at the reporting date: Gold and Copper forward sale contracts Gold (ounces) Maturing less than 6 months Copper (tonnes) Maturing less than 6 months 2016 Weighted Average Price US$ 1,267 4,778 Quantity (’000s) 112 25 Fair Value US$m Quantity (’000s) (6) (2) 147 26 2015 Weighted Average Price US$ 1,194 6,077 Fair Value US$m 3 8 Partial hedging of Telfer future gold sales In March and May 2016, Newcrest put in place hedges for a portion of the Telfer mine’s future gold production. Telfer is a large scale, low grade mine and its profitability and cashflow are both particularly sensitive to the realised Australian dollar gold price. Having regard to the favourable spot and forward prices at that time, hedging instruments in the form of Australian dollar gold bullion swaps were put in place to secure margins on a portion of future production to December 2018, which will support the investment in future cutbacks and mine development. The Telfer AU$ gold bullion swaps have been designated as cash flow hedges with a hedge relationship of 1:1. Potential sources of hedge ineffectiveness that may affect the hedging relationship during the term are variations to forecast production timing and volume assumptions and credit risk. As of 30 June 2016, the Group is holding AU$ gold bullion swaps with the following maturity: Gold forward contacts maturing: Less than 12 months Between 1-2 years Between 2-3 years Total Quantity (ounces) (’000s) 301 295 70 666 Weighted Average Price A$ 1,730 1,765 1,778 1,751 Fair Value US$m (13) (13) (4) (30) These swaps are measured at fair value and have been presented as part of ‘Other financial assets/liabilities’ with the effective portion of fair value movements being recognised in the ‘Cash flow hedge reserve’ in equity. There was no hedge ineffectiveness recognised in profit or loss during the year. NEWCREST MINING LIMITED ANNUAL REPORT 2016 123 (ii) Fuel price The Group’s input costs are exposed to price fluctuations, in particular to diesel and fuel prices. To mitigate this risk, the Group has entered into short- term diesel/fuel swaps to fix certain diesel and heavy fuel oil costs in line with budget expectations. These swaps have been designated as cash flow hedges with a hedge relationship of 1:1. Potential sources of hedge ineffectiveness that may affect the hedging relationship during the term include differences in the pricing of the physical (hedged) item and hedging instrument, timing of physical delivery misaligned with the hedging instrument and credit risk. Maturing in less than12 months Diesel contracts (barrels) Heavy fuel oil contracts (tonnes) 2016 Weighted Average Price US$ 60 263 Quantity (’000s) 403 97 Fair Value US$m – – 2015 Weighted Average Price US$ 76 356 Quantity (’000s) 414 102 Fair Value US$m – 2 These swaps are measured at fair value and have been presented as part of ‘Other financial assets/liabilities’ with the effective portion of fair value movements being recognised in the ‘Cash flow hedge reserve’ in equity. There was no hedge ineffectiveness recognised in profit or loss during the year. (iii) Financial Impacts of Hedges The impact of hedged items designated in hedging relationships on the Income Statement and Other Comprehensive Income (‘OCI’), is as follows: Cashflow hedges Line item in the Income Statement Gold sales Diesel Heavy fuel oil Sales Cost of sales – Site production costs Cost of sales – Site production costs Gain/(loss) reclassified from OCI to Income Statement 2016 US$m 2015 US$m 1 (12) (14) – (25) (33) Hedge gain/(loss) recognised in OCI 2016 US$m (30) – – 2015 US$m – (1) (1) (iv) Sensitivity Analysis The following table summarises the sensitivity of financial assets and financial liabilities held at the reporting date to movement in gold, with all other variables held constant. The 15% movement for gold (2015: 15%) is based on reasonably possible changes, over a financial year, using an observed range of actual historical rates for the preceding five year period. Post-tax gain/(loss) Gold Gold +15% (2015: +15%) Gold -15% (2015: -15%) (1)Impact on Profit(1) Higher/(Lower) (1)Impact on Equity(2) Higher/(Lower) 2016 US$m 2015 US$m 2016 US$m 2015 US$m – – – – 92 (92) – – (1) Represents the impact of the movement in commodity prices on the balance of the financial assets and financial liabilities at year end. (2) For derivatives which are in an effective hedging relationship, all fair value movements are recognised in Other Comprehensive Income. The sensitivity of the exposure of copper, diesel and heavy fuel oil on financial assets and financial liabilities at year end has been analysed and determined to be not material to the Group. 124 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 21. FINANCIAL RISK MANAGEMENT (continued) (b) Foreign Currency Risk The Group undertakes transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The Group’s revenue is denominated in US dollars whereas a material proportion of costs (including capital expenditure) are collectively in Australian dollars and Papua New Guinea Kina. The Group’s Australian entities have AU$ functional currencies, while all non-Australian operating entities have US$ functional currencies. The Group’s Statement of Financial Position can also be affected materially by movements in the AUD:USD exchange rate. Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity analysis on the Group’s financial position. The carrying amounts of the Group’s US dollar denominated financial assets and liabilities in entities which do not have a US dollar functional currency at the reporting date are as follows: US Dollar Denominated Balances Financial Assets Cash and cash equivalents Trade and other receivables Related party receivables Derivatives Financial Liabilities Payables Borrowings Derivatives Gross Exposure Net investment in US dollar functional currency entities (i) Net Exposure (inclusive of net investment in foreign operations) 2016 US$m 4 95 19 – 118 20 2,150 38 2,208 2015 US$m 4 102 1,150 13 1,269 20 3,100 11 3,131 (2,090) (1,862) 2,025 (65) 2,000 138 (i) The Group seeks to mitigate the effect of its foreign currency exposure by borrowing in US dollars. The entity which undertakes the majority of the Group’s borrowing activities has an AU$ functional currency. Where considered appropriate the US dollar denominated debt is designated either as a: • Net investment in foreign operations. Exchange gains or losses upon subsequent revaluation of US dollar denominated borrowings from the historical draw down rate to the period end spot exchange rate are recognised through Other Comprehensive Income and deferred in equity in the Foreign Currency Translation Reserve and will be released to the Income Statement if the foreign operation is sold. As at 30 June 2016 US dollar borrowings of US$2,025 million were designated as a net investment in foreign operations (2015: US$2,000 million); or • Cash flow hedge of future US dollar denominated commodity sales. Exchange gains or losses upon subsequent revaluation of US dollar denominated borrowings from the historical draw-down rate to the period-end spot exchange rate are recognised in Other Comprehensive Income and deferred in equity in the Hedge Reserve and will be released to the Income Statement as the anticipated hedged US dollar denominated commodity sales to which the deferred gains/(losses) are designated, occur. Sensitivity analysis The following table details the Group’s sensitivity arising in respect of translation of financial assets and financial liabilities to a 10% movement (2015: 10%) (i.e. increase and decrease) in the Australian dollar against the US dollar at the reporting date, with all other variables held constant. The 10% sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding five-year period. AUD/USD +10% (2015: +10%) AUD/USD -10% (2015: -10%) Impact on Profit After TaxHigher/(Lower) Impact on Equity Higher/(Lower) 2016 US$m 6 (6) 2015 US$m (10) 10 2016 US$m (140) 140 2015 US$m 140 (140) Significant assumptions used in the foreign currency exposure sensitivity analysis above include: • Reasonably possible movements in foreign exchange rates; The reasonably possible movement of 10% (2015: 10%) was calculated by taking the AU$ spot rate as at the reporting date, moving this spot rate by 10% (2015:10%) and then re-converting the AU$ into US$ with the “new spot-rate”. This methodology reflects the translation methodology undertaken by the Group. • The translation of the net assets in subsidiaries with a functional currency other than AU$ has not been included in the sensitivity analysis as part of the equity movement. NEWCREST MINING LIMITED ANNUAL REPORT 2016 125 (c) Liquidity Risk Newcrest is exposed to liquidity risk primarily through its capital management policies and objectives, which utilise debt as a key element of the Group’s capital structure. The specific risk exposures include the sufficiency of available unutilised facilities and the repayment maturity profile of existing financial instruments. Liquidity risk is managed centrally by Group Treasury to ensure sufficient liquid funds are available to meet the Group’s financial commitments through the following management actions: • Maintaining minimum undrawn committed liquidity (cash and available facilities) of more than US$1.0 billion that can be drawn upon at short notice. • Targeting to maintain an investment grade credit rating. • Regular forecasting of all future cash flows relating to operational, investing and financing activities, including detailed sensitivity analysis to test multiple scenarios. • Management of repayment maturities to avoid excessive refinancing in any period. • Maintain funding flexibility with committed available credit lines with a variety of counterparties. • Managing credit risk related to financial assets. The Group maintains a balance between continuity of funding and flexibility through the use of loans and committed available credit lines. Included in Note 20 is a list of undrawn facilities that the Group has at its disposal to manage liquidity risk. The following table reflects all contractually fixed repayments and interest resulting from recognised financial liabilities at the reporting date, including derivative financial instruments. For derivative financial instruments the market value is presented, whereas for the other obligations the respective undiscounted cash flows for the respective upcoming financial years are presented. 2016 Payables Borrowings Derivatives 2015 Payables Borrowings Derivatives Less than 6 months Between 6-12 months Between 1-2 years Between 2-5 years US$m US$m US$m US$m 369 34 15 418 327 58 11 396 – 171 6 177 – 58 – 58 – 96 13 109 – 686 – 686 – 335 4 339 – 814 – 814 Greater than 5 years US$m – 2,653 – 2,653 – 2,747 – 2,747 Total US$m 369 3,289 38 3,696 327 4,363 11 4,701 (d) Interest Rate Risk The Group’s exposure to the risk of changes in market interest rates primarily relates to the Group’s debt obligations that have floating interest rates. The Group’s interest rate exposure together with the effective interest rate for each class of financial assets and financial liabilities at the reporting date is summarised as follows: Consolidated Financial Assets Cash and cash equivalents Financial Liabilities Bilateral debt Corporate bonds Private placement Bank loan Net exposure 2016 Fixed Interest US$m – – – 2,000 125 – 2,125 (2,125) Effective Interest Rate % 0.6 1.8 4.7 5.8 1.6 Floating Interest US$m 53 53 25 – – 20 45 8 2015 Fixed Interest US$m – – – 2,000 125 – 2,125 Floating Interest US$m 198 198 975 – – – 975 (777) (2,125) Effective Interest Rate % 0.3 1.6 4.7 5.8 – The other financial assets and financial liabilities of the Group not included in the above table are non-interest bearing and not subject to interest rate risk. The sensitivity of this exposure has been analysed and determined to be not material to the Group. 126 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 21. FINANCIAL RISK MANAGEMENT (continued) (e) Credit Risk The Group’s exposure to credit risk arises from the potential default of the counterparty to the Group’s financial assets, which comprise cash and cash equivalents, trade and other receivables and derivative financial instruments. It is the Group’s policy that all customers who wish to trade on credit terms and providers of capital or financial counterparties are subject to a credit risk analysis including assessment of credit rating, short term liquidity and financial position. The Group obtains sufficient collateral (such as a letter of credit) where appropriate from customers, as a means of mitigating the risk of financial loss from defaults. At the reporting date the value of collateral held was US$33 million (2015: US$43 million). Receivables balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. There were no material impairments of receivables as at 30 June 2016 or 30 June 2015. The majority of the Group’s receivables are due from concentrate customers in Japan, Korea and the Philippines. There have been no credit defaults with these customers in recent history. Newcrest’s Treasury department evaluates credit risk on a continual basis. At the reporting date there were no other significant concentrations of credit risk. The Group limits its counterparty credit risk on liquid funds and derivative financial instruments by dealing only with banks or financial institutions with credit ratings of at least BBB equivalent. (f) Financial Assets and Financial Liabilities The following tables disclose the carrying amounts of each class of financial assets and financial liabilities at year end. 2016 Financial Assets Cash and cash equivalents Trade and other receivables Financial Liabilities Trade and other payables Borrowings Other financial liabilities - current Other financial liabilities - non-current 2015 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets - current Other financial assets - non-current(1) Financial Liabilities Trade and other payables Borrowings Other financial liabilities - current Fair Value through profit or loss Fair Value through OCI Amortised cost US$m US$m US$m 53 39 92 369 2,160 – – 2,529 – 95 95 – – – – – – – – – – 21 17 38 Fair Value through profit or loss Fair Value through OCI Amortised cost US$m US$m US$m 198 158 – – 356 327 3,087 – 3,414 – – 11 3 14 – – 11 11 – – 2 94 96 – – – – Total US$m 53 134 187 369 2,160 21 17 2,567 Total US$m 198 158 13 97 466 327 3,087 11 3,425 (1) The amount at Fair Value through OCI of US$94 million represented the Group’s investment in Evolution. Refer Note 28. NEWCREST MINING LIMITED ANNUAL REPORT 2016 127 (g) Fair Value Fair value measurements recognised in the Statement of Financial Position For financial assets and liabilities carried at fair value, the Group uses the following to categorise the method used: • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Valuation inputs include forward curves, discount curves and underlying spot and futures prices. • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). As at 30 June 2016, all the Group’s financial assets and liabilities which are measured at fair value on a recurring basis, are categorised as Level 2 measurements. As at 30 June 2015, the majority of the Group’s financial assets and liabilities which were measured at fair value on a recurring basis, were categorised at Level 1 and 2 with the remaining in Level 3 considered not material to the Group. Fair value of financial instruments carried at amortised cost The carrying amounts of financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair value, except as detailed in the following table: Financial Assets/(Liabilities) Borrowings: Fixed rate debt: – Corporate Bonds – Private placement Carrying amount (1)Fair value(1) 2016 US$m 1,990 125 2,115 2015 US$m 1,989 125 2,114 2016 US$m 2,024 131 2,155 2015 US$m 1,835 130 1,965 (1) The fair value is a level 2 valuation. Fair values of the Group’s fixed rate borrowings are determined by using discounted cash flow models that use discount rates that reflect the issuer’s borrowing rate as at the end of the reporting period. 22. ISSUED CAPITAL (a) Movements in Issued Capital Opening balance Shares repurchased and held in treasury (1) Total issued capital (b) Number of Issued Ordinary Shares Comprises: – Shares held by the public – Treasury shares Total issued capital Movement in issued ordinary shares for the year Opening number of shares Shares issued under: – Shares repurchased and held in treasury (1) – Share plans (2) Closing number of shares Movement in treasury shares for the year Opening number of shares – Purchases – Issued pursuant to share plans Closing number of shares 2016 US$m 11,673 (7) 11,666 2015 US$m 11,679 (6) 11,673 2016 No. 2015 No. 765,562,740 948,231 765,753,346 757,625 766,510,971 766,510,971 765,753,346 766,165,794 (613,375) 422,769 (660,000) 247,552 765,562,740 765,753,346 757,625 613,375 (422,769) 948,231 345,177 660,000 (247,552) 757,625 (1) During the year, the Newcrest Employee Share Plan Trust (‘Trust’) purchased a total of 613,375 (2015: 660,000) ordinary fully paid Newcrest shares at an average price of A$14.78 (US$10.50) per share (2015: average price of A$12.95 (US$9.93) per share). The shares were purchased on-market to be held by the Trustee on behalf of the Trust to satisfy the future entitlements of the holders of performance rights (and any other rights to acquire shares) under Newcrest’s current and future employee incentive schemes. (2) Represents rights exercised under the Company’s share-based payments plans and executive service agreements. Refer to Note 32 for share-based payments. Issued ordinary share capital is classified as equity and is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares and the associated tax are recognised directly in equity as a reduction of the share proceeds received. 128 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 22. ISSUED CAPITAL (continued) Treasury Shares The Group’s own equity instruments, which are purchased on-market for later use in employee share-based payment arrangements (treasury shares), are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. 23. RESERVES Equity Settlements Reserve Foreign Currency Translation Reserve Hedge Reserve Fair Value Reserve Total Reserves Note (a) (b) (c) (d) 2016 US$m 78 (340) (16) – (278) 2015 US$m 70 (246) 6 25 (145) (a) Equity Settlements Reserve This reserve is used to recognise the fair value of rights and options issued to employees in relation to equity-settled share based payments. (b) Foreign Currency Translation Reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of subsidiaries which do not have a functional currency of US$. The reserve is also used to record exchange gains and losses on hedges of the net investment in foreign operations. Refer Note 21(b). (c) Hedge Reserve The hedge reserve is used to record the effective portion of changes in the fair value of cash flow hedges (refer Note 21). The components of the hedge reserve at year end were as follows: Component FX gains on US dollar denominated borrowings Gold forward contracts - Telfer Other cashflow hedges Tax effect Total Hedge Reserve 2016 US$m 2015 US$m 7 (30) – (23) 7 (16) 7 – 2 9 (3) 6 (d) Fair Value Reserve The Fair Value Reserve records movements in the fair value of available-for-sale financial assets. Prior to the adoption of AASB 9, where a revalued financial asset was sold or was determined to be impaired, the cumulative gain or loss included in the reserve was recognised in the Income Statement. The movement during 2015 related to the movement in the fair value of the investment in Evolution from US$69 million (being the fair value of the retained interest in Evolution at the date the Group sold down its interest in February 2015) to US$94 million as at 30 June 2015. The balance of this reserve was transferred to the Income Statement upon disposal of the investment in October 2015. NEWCREST MINING LIMITED ANNUAL REPORT 2016 129 GROUP STRUCTURE This section provides information relevant to understanding the structure of the Group. 24. CONTROLLED ENTITIES Controlled entities are consolidated from the date on which control commences until the date that control ceases. All intercompany balances and transactions, including unrealised gains and losses arising from intra-group transactions, have been eliminated in preparing the consolidated financial statements. The Group comprises the following significant entities: Entity Parent Entity Newcrest Mining Limited Subsidiaries Cadia Holdings Pty Ltd Contango Agricultural Co. Pty Ltd Newcrest Exploration Holdings Pty Ltd Newcrest Finance Pty Ltd Newcrest Holdings (Investments) Pty Ltd Newcrest International Pty Ltd Newcrest New Zealand Exploration Pty Ltd Newcrest Operations Ltd Newgen Pty Ltd Sulawesi Investments Pty Ltd Newcrest West Africa Holdings Pty Ltd (formerly LGL Australian Holdings Pty Ltd) Niugini Mining Australia Pty Ltd Newcrest Singapore Holdings Pte Ltd Newcrest Insurance Pte Ltd PT Nusa Halmahera Minerals PT Nusantara Bintang Management PT Puncakbaru Jayatama Newcrest (Fiji) Ltd Newcrest Exploration (Fiji) Ltd Lihir Gold Ltd Newcrest PNG 1 Ltd Newcrest PNG 2 Ltd Newcrest PNG 3 Ltd Newcrest PNG Exploration Ltd Newcrest Resources Inc Newroyal Resources Inc LGL Holdings CI SA LGL Mines CI SA LGL Resources CI SA Newcrest Hire CI SA Newcrest Dougbafla CI SA Notes Country of Incorporation 2016 % 2015 % Percentage Holding Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Indonesia Indonesia Indonesia Fiji Fiji Papua New Guinea Papua New Guinea Papua New Guinea Papua New Guinea Papua New Guinea USA USA Côte d’Ivoire Côte d’Ivoire Côte d’Ivoire Côte d’Ivoire Côte d’Ivoire 100 100 100 100 100 100 100 100 100 100 100 100 100 100 75 100 100 100 100 100 100 100 100 100 100 100 100 89.89 99.89 89.89 89.89 100 100 100 100 100 100 100 100 100 100 100 100 100 100 75 100 100 100 100 100 100 100 100 100 100 100 100 89.89 99.89 89.89 89.89 (a) (c) (c) (a) (a) (a) (c) (a) (b) (a) (b) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) (d) Notes: (a) These controlled entities are a party to a Deed of Cross Guarantee. Refer Note 26 for further information. (b) Became a party to the Deed of Cross Guarantee in May 2016. (c) Ceased being a party of the Deed of Cross Guarantee in May 2016. (d) Audited by affiliates of the Parent entity auditors. 130 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 25. PARENT ENTITY INFO The summarised Income Statement and Statement of Financial Position in respect to the parent entity (‘Company’) is set out below. a) Income Statement Profit after income tax Other comprehensive income Total comprehensive income for the year b) Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Issued capital Equity settlements reserve Foreign currency translation reserve Accumulated losses Total equity c) Commitments Capital expenditure commitments Company 2016 US$m 597 (204) 393 100 6,399 6,499 112 83 195 6,304 11,666 78 (229) (5,211) 6,304 2015 US$m 720 (1,175) (455) 128 5,971 6,099 104 85 189 5,910 11,673 70 (25) (5,808) 5,910 5 3 d) Guarantees and Contingent Liabilities The Company and certain Australian controlled entities have entered into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the controlled entities under certain provisions of the Corporations Act 2001. Further details are included in Note 26. At the reporting date, no amounts have been recognised in the financial information of the Company in respect of this Deed on the basis that the possibility of default is remote. NEWCREST MINING LIMITED ANNUAL REPORT 2016 131 26. DEED OF CROSS GUARANTEE Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned controlled entities detailed in Note 24 are relieved from the Corporations Act 2001 requirements for preparation, audit, and lodgement of financial reports, and Directors’ Report. It is a condition of the Class Order that the Company and each of its eligible controlled entities enter into a Deed of Cross Guarantee (‘Deed’). The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the controlled entities under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities have also given similar guarantees in the event that the Company is wound up. In May 2016, the Company and its eligible controlled entities entered into a new Deed. A consolidated Income Statement and consolidated Statement of Financial Position, comprising the Company and controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed is set out below. Income Statement Operating sales revenue Cost of sales Gross profit Exploration costs Corporate administration costs Other revenue Other income/(expenses) Class action settlement expense Impairment reversal Profit before interest and income tax Finance income Finance costs Profit before income tax Income tax expense Profit after income tax Consolidated 2016 US$m 1,733 (1,257) 476 (18) (76) 102 (63) (12) 464 873 37 (139) 771 (98) 673 2015 US$m 2,072 (1,295) 777 (12) (96) 87 (467) – 469 758 43 (152) 649 (159) 490 132 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 26. DEED OF CROSS GUARANTEE (continued) Statement of Financial Position Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Other assets Total current assets Non-current assets Other receivables Inventories Investment in subsidiaries Property, plant and equipment Other intangible assets Deferred tax assets Other assets Total non-current assets Total assets Current liabilities Trade and other payables Borrowings Provisions Current tax liability Other financial liabilities Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax liabilities Derivative financial liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Reserves Total equity Consolidated 2016 US$m 2015 US$m 19 106 163 – 39 327 225 3 5,640 3,775 23 105 10 9,781 10,108 608 100 67 12 21 808 2,040 195 236 17 2,488 3,296 6,812 16 110 157 13 29 325 1,425 6 4,311 4,012 32 140 7 9,933 10,258 174 – 83 – 11 268 3,087 168 194 – 3,449 3,717 6,541 11,666 (4,229) (625) 6,812 11,673 (4,990) (142) 6,541 27. INTERESTS IN JOINT OPERATIONS The Group has interests in the following significant unincorporated joint arrangements, which are accounted for as joint operations under accounting standards. Name Country Principal Activity Note 2016 2015 Hidden Valley JV Papua New Guinea Wafi-Golpu JV Morobe Exploration JV Namosi JV Papua New Guinea Papua New Guinea Fiji Gold production and mineral exploration Mineral exploration Mineral exploration Mineral exploration (a) (a) (a) (b) 50.0% 50.0% 50.0% 70.67% 50.0% 50.0% 50.0% 69.94% Ownership Interest NEWCREST MINING LIMITED ANNUAL REPORT 2016 133 Interest in Joint Operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. When a Group entity undertakes its activities under joint operations, the Group as a joint operator recognises in relation to its interest in a joint operation, its share of assets, liabilities, revenue and expenses from those operations and revenue from the sale of its share of the output from the joint operation or from the sale of the output by the joint operation. The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the standards applicable to the particular assets, liabilities, revenues and expenses. (a) Morobe Mining Joint Ventures The Hidden Valley JV, Wafi-Golpu JV and the Morobe Exploration JV are collectively referred to as the Morobe Mining Joint Ventures. These JVs are each owned 50% by the Group and 50% by subsidiaries of Harmony Gold Mining Company Limited. Pursuant to the JV agreements, key operational decisions of the JVs require a unanimous vote and therefore the Group has joint control. For segment reporting, Hidden Valley is a reportable operating segment. Wafi-Golpu and Morobe Exploration are included within the ‘Exploration and Other’ segment. Refer to Note 31(a) regarding a contingent liability for the Hidden Valley JV. Under the conditions of the Wafi-Golpu exploration tenements, the PNG Government (‘the State’) has reserved the right to take up an equity interest of up to 30% in a mine developed from Wafi-Golpu. The right is exercisable by the State once at any time prior to the commencement of mining. If the State exercises this right, the exercise price is a pro rata share of the accumulated historical exploration costs. Once the right is exercised, the State is responsible for its proportionate share of ongoing exploration and project development costs. During February 2012 the State indicated its intention to exercise its option. As at 30 June 2016, this option has not been exercised. In the event the option is exercised in full, Newcrest’s interest in the Wafi-Golpu JV would be reduced to 35%. (b) Namosi Joint Venture The Namosi JV was established between the Group and two other parties under the Namosi Joint Venture agreement in November 2007. Pursuant to this JV agreement, key operational decisions of the JV require a unanimous vote and therefore the Group has joint control. For segment reporting, the Namosi JV is included within the ‘Exploration and Other’ segment. 28. INVESTMENT IN ASSOCIATE (a) Investment in Evolution Mining Ltd Carrying amount at 1 July Share of profit Dividends received De-recognition of equity accounted investment Carrying amount at 30 June 2016 US$m – – – – – 2015 US$m 152 15 (4) (163) – The Group accounted for its investment in Evolution Mining Limited (‘Evolution’) using the equity method until 27 February 2015. On 27 February 2015, the Group sold 124,600,000 shares in Evolution for net proceeds of US$82 million (A$105 million) which reduced the Group’s shareholding from 231,082,631 shares (32.3% interest) to 106,482,631 shares (14.9% interest). Following the sale, the Group determined that it no longer had significant influence over its investment and discontinued the equity method of accounting. The Group’s retained interest in Evolution was remeasured to fair value of US$69 million as at 27 February 2015 and was reclassified as an available-for-sale financial asset. Refer below for details of the profit or loss impact of this transaction and Note 21(f) for details of the available-for-sale investment. (b) Loss on disposal of associate Consideration received Carrying value of equity accounted investment Fair value of retained investment Realised foreign exchange loss transferred to the Income Statement Loss on disposal of associate 2016 US$m – – – – – 2015 US$m 82 (136) 69 (72) (57) 134 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 OTHER This section includes additional financial information and other disclosures that are required by the accounting standards and the Corporations Act 2001. 2016 US$m 2015 US$m 10 17 – 27 3 9 – 12 78 61 29. COMMITMENTS (a) Operating Lease Commitments Future minimum rentals payable on non-cancellable operating leases due: Within one year Later than one year but not later than five years Later than five years Total The Group leases assets for operations including plant and office premises. The leases have an average life ranging from 1 to 10 years. There are no restrictions placed upon the lessee by entering into these leases. (b) Capital Expenditure Commitments Capital expenditure commitments This represents contracted capital expenditure. 30. EVENTS SUBSEQUENT TO REPORTING DATE Subsequent to year end, the Directors have determined to pay an unfranked final dividend for the year ended 30 June 2016 of US 7.5 cents per share to be paid on 18 October 2016. The total amount of the dividend is US$57 million. This dividend has not been provided for in the 30 June 2016 financial statements. There are no other matters or circumstances which have arisen since 30 June 2016 that have significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 31. CONTINGENT LIABILITIES a) Hidden Valley Legal proceedings were commenced in December 2010 against the Hidden Valley mine unincorporated joint venture (in which Newcrest holds a 50% interest) in Papua New Guinea over alleged damage to the Watut River (which runs adjacent to the Hidden Valley gold mine) alleged to have been caused by waste rock and overburden run-off from the mine. The damages sought by the plaintiffs are not specified. The defendants intend to defend the claims. No active steps have been taken by the plaintiffs in this proceeding since late 2012. It is not practicable to make any reasonable assessment of the prospects of the plaintiffs succeeding if they proceed with these claims, nor the potential liability of the defendants if the plaintiffs were to succeed. Accordingly, no provision has been recognised in the financial statements for this matter. b) Income Tax Matters – Indonesia During the current period the Indonesian Tax Office (‘ITO’) completed tax audits and issued amended assessments to PT Nusa Halmahera Minerals (‘PT NHM’) for the 30 June 2012 and 30 June 2014 financial years. PT NHM is 75% owned by Newcrest. In addition, during prior periods the ITO concluded audits of the 2010, 2011 and 2013 income years. The principal issue raised in these amended assessments was the income tax rate applicable under the Gosowong Contract of Work (‘COW’). The amended assessments issued by the ITO to PT NHM applied a higher tax rate to the income of PT NHM, in accordance with the ITO interpretation. This resulted in additional tax assessments of US$32 million in relation to 30 June 2012 and US$7 million in relation to 30 June 2014 (on a 100% basis). In addition, PT NHM has previously received assessments in relation to this issue totalling US$46 million for the 2010, 2011 and 2013 financial years. PT NHM disagrees with the ITO interpretation but has paid the amounts assessed to mitigate future penalties. PT NHM has objected to these assessments and is seeking recovery of the US$85 million paid. PT NHM has also continued to apply its own interpretation of the income tax rate applicable under the COW to the 2015 and 2016 financial years. If, following audits, the ITO issues assessments maintaining its alternative interpretation of the applicable tax rate, the additional tax assessed is estimated to be approximately US$11 million (on a 100% basis). The Group considers that PT NHM has made adequate provision for its taxation liabilities and is taking appropriate steps to address issues raised by the ITO. If PT NHM is ultimately unsuccessful in obtaining recovery of the paid amounts (US$85 million to date), income tax expense would be adversely impacted by any shortfall in recovery of the tax paid together with the remeasurement of deferred tax liabilities. NEWCREST MINING LIMITED ANNUAL REPORT 2016 135 c) Other Matters In addition to the above matters, companies in the Group are recipients of, or defendants in, certain claims, proceedings and/or complaints made, commenced or threatened. In the opinion of the Directors, all such matters are of such a kind, or involve such amounts, that they are not anticipated to have a material effect on the financial position of the Group if disposed of unfavourably, or are at a stage which does not support a reasonable evaluation of the likely outcome of the matter. d) Bank Guarantees The Group has negotiated a number of bank guarantees in favour of various government authorities and service providers. The total nominal amount of these guarantees at the reporting date is US$92 million (30 June 2015: US$105 million). 32. SHARE BASED PAYMENTS The Group operates a number of share-based payment plans, including: • Executive Performance Share Plan (‘LTI Plan’) • Employee Share Acquisition Plan (‘ESAP’) • Share Match Plan • Short Term Incentive Plan (‘STI Plan’) • Sign-On Share Plan (a) Executive Performance Share Plan (LTI Plan) The Executive Performance Share Plan (also referred to as the Long Term Incentive (‘LTI’) plan) entitles participants to receive rights to ordinary fully paid shares in the Company (Performance Rights). The Executive Directors, Executive General Managers, General Managers and Managers participate in this plan. The performance measures for the Performance Rights granted in the 2016 and 2015 financial years comprised of three equally weighted measures, being: • Comparative Cost Position; • Return on Capital Employed (ROCE); and • Strategic Performance. Each LTI measure was chosen by the Board as it is a key driver of group performance: • Comparative Cost Position and Strategic Performance being key drivers of shareholder value in a gold mining company; and • ROCE being a direct measure of returns per unit of capital. Performance against each of these measures over the three year vesting period accounts for 1/3rd of any grant made to participants. There is no ability to re-test performance under the Plan after the performance period. The assessed fair value at grant date of the Performance Rights granted under the plan during the 2016 year was A$11.89 (2015: A$10.72) per right. The fair value is independently determined using a Black-Scholes option pricing model. The model inputs for Performance Rights granted included: Share price at grant date Expected life of right Exercise price Risk-free interest rate Expected dividend yield 2016 A$11.89 3 years Nil 1.95% 0.0% 2015 A$10.72 3 years Nil 2.28% 0.0% The Group provides benefits to employees (including Executive Directors) in the form of share based compensation, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The fair value of the rights granted is adjusted to reflect market vesting conditions. Non-market conditions are included in the assumptions about the number of rights that are expected to become exercisable and are updated at each reporting date. The impact of the revision to original estimates is recognised in the Income Statement with a corresponding adjustment to equity. Upon the exercise of rights, the balance of the equity settlements reserve relating to those rights remains in the Equity Settlements Reserve and the proceeds received, net of any directly attributable transaction costs, are credited to Share Capital. Accounting Estimates and Assumptions - Share-Based Payments The Group measures the cost of equity settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. The fair value is determined by an external valuer using an option pricing model, using the assumptions detailed above. 136 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 32. SHARE BASED PAYMENTS (continued) (b) Movements in the Number of Rights issued under the LTI Plan Detailed information of Performance Rights over unissued ordinary shares is set out below: Exercise date on or after Expiry Date Number at beginning of year Granted Exercised Forfeited Number at end of year Number Exerciseable at end of year Movement in Number of Rights During the Year 10 Nov 13 17 Sep 15 16 Sep 16 7 Nov 17 5 Nov 18 10 Nov 12 10 Nov 13 23 Sep 14 17 Sep 15 16 Sep 16 7 Nov 17 10 Nov 15 17 Sep 15 16 Sep 16 7 Nov 17 5 Nov 18 10 Nov 14 10 Nov 15 23 Sep 14 17 Sep 15 16 Sep 16 7 Nov 17 4,432 452,054 1,371,575 1,762,682 – – – – – 1,449,853 (2,946) (44,465) – – – (1,486) (407,589) (63,707) (219,403) (47,666) – – 1,307,868 1,543,279 1,402,187 3,590,743 1,449,853 (47,411) (739,851) 4,253,334 23,097 22,408 407,444 525,985 1,826,837 – – – – – – 1,802,258 (23,097) (16,685) (34,294) – – – – (1,291) (373,150) (73,931) (455,262) (39,576) – 4,432 – 452,054 1,371,575 1,762,682 2,805,771 1,802,258 (74,076) (943,210) 3,590,743 – – – – – – – 4,432 – – – – 4,432 Grant date 2016 10 Nov 10 17 Sep 12 4 Dec 13 12 Dec 14 5 Nov 15 Total 2015 10 Nov 09 10 Nov 10 23 Sep 11 17 Sep 12 4 Dec 13 12 Dec 14 Total All Performance Rights have a nil exercise price. (c) ESAP and Share Match Plans Under the ESAP, eligible employees are granted shares in the Company for no cash consideration. All Australian resident permanent employees who have been continuously employed by the Group for a period of at least one year, and are not eligible for the LTI Plan, are able to participate in the ESAP. Under the Share Match Plan, eligible employees may contribute up to A$4,950 to acquire shares in the plan year. On the third anniversary of the start of the plan year, the Company will match the number of acquired shares held by the employee at that time with matched shares. The number of shares and rights granted under these plans during the year was not material to the Group. (d) STI Plan Under the STI Plan, 50% of the payment is provided in cash with the remaining 50% deferred into shares. The number of shares calculated is based on the Company’s volume weighted average share price during the five trading days immediately preceding the allocation date of shares. Half the shares are released after 12 months and the remainder after 2 years. This plan applies to certain employees including key management personnel. During the year, 115,260 shares were allocated in respect to this plan (2015: nil). (e) Sign-On Share Plan To support Newcrest’s ability to attract suitable executives and senior managers, it is sometimes necessary to offer sign-on incentives. Such incentives are consistent with market practice in the industry and facilitate movement of executives to Newcrest by compensating them for a portion of entitlements that they would otherwise forfeit on leaving another company. Rights awarded under this plan vest over periods up to three years and are subject to continued employment. During the year, 152,696 rights were allocated in respect to this plan (2015: nil). NEWCREST MINING LIMITED ANNUAL REPORT 2016 137 33. KEY MANAGEMENT PERSONNEL (a) Remuneration of Key Management Personnel and Directors Short-term Long-term Post-employment Termination benefits Share-based payments expense (b) Loans and other transactions with Key Management Personnel There are no loans made to KMP, or their related entities, by the Group. 34. AUDITORS REMUNERATION (a) Amounts received or due and receivable by Ernst & Young (Australia) for: Audit or review of financial reports of the company and subsidiaries Non-audit services: Tax advisory and assurance services Accounting advice and other assurance-related services Total non-audit services Total (b) Amounts received or due and receivable by related practices of Ernst & Young (Australia) for: Audit or review of financial reports of subsidiaries (c) Amounts received or due and receivable by other auditors for: Audit or review of the financial report of subsidiaries 2016 US$’000 2015 US$’000 9,992 140 219 – 4,043 14,394 12,161 222 231 1,003 1,721 15,338 2016 US$’000 2015 US$’000 1,375 1,614 110 199 309 327 433 760 1,684 2,374 160 63 188 90 138 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 35. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (a) Adoption of New Standards and Interpretations The Group has adopted the following new accounting standards for the year ended 30 June 2016: • AASB 9 – Financial Instruments (“AASB 9”) In December 2014, the AASB issued AASB 2014-9: Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instrument” which consolidated a series of amendments to AASB 9 Financial Instruments (AASB 9 (2014)). AASB 9 replaces the relevant sections of AASB 139: Financial Instruments: Recognition and Measurement (AASB 139) and applies to annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group early adopted AASB 9 on a retrospective basis, with the exception of hedge accounting, from 1 January 2016 without restatement of prior year periods. Hedge accounting must be applied on a prospective basis. No material differences were identified on the adoption of AASB 9. AASB 9 simplifies the classification and recognition of financial instruments, introduces a new impairment model and aligns hedge accounting more closely with common risk management practices. (i) Changes to classification and measurement of financial assets and financial liabilities Financial Assets AASB 9 requires that an entity classifies its financial assets as subsequently measured at their amortised cost or fair value depending on the entity’s business model for managing the financial assets and the contractual characteristics of the financial assets. A financial asset is measured at amortised cost if two criteria are met: • The objective of the business model is to hold the financial asset for the collection of the contractual cash flows • The contractual cash flows under the instrument solely represent payments of principal and interest The new standard removes a requirement to separate embedded derivatives from financial asset hosts. Instead, a hybrid contract should be classified in its entirety at fair value. An election can be made to designate a financial asset as measured at fair value through profit or loss on initial recognition if this significantly reduces an accounting mismatch. The designation at fair value through profit or loss is irrevocable. AASB 9 prohibits reclassifications, except in rare circumstances when the entity’s business model changes, in which case, the entity is required to reclassify affected financial assets prospectively. All equity investments in the scope of AASB 9 should be measured at fair value. The new standard provides the option to present separately in Other Comprehensive Income unrealised and realised fair value gains and losses on equity investments that are not held for trading. Such designation is only available on initial recognition on an instrument by instrument basis and it is irrevocable. There is no subsequent recycling of fair value gains and losses to the Income Statement, however, dividends from such investments will continue to be recognised in the Income Statement. AASB 9 removes the exemption that allowed unquoted equity instruments to be recognised at historical cost but provides guidance on when cost may be an appropriate estimate of fair value. NEWCREST MINING LIMITED ANNUAL REPORT 2016 139 Impairment AASB 9 introduces a new expected credit loss impairment model. This will require recognition of a provision based on expected credit losses when financial instruments are first recognised, rather than on an incurred loss basis, which was the requirement previously. Financial Liabilities The requirements in AASB 139 regarding classification and measurement of financial liabilities have been retained in AASB 9, including the related application and implementation guidance. Financial liabilities continue to be measured at either fair value through profit or loss or amortised cost. The criteria for designating a financial liability at fair value through profit or loss also remain unchanged. Where financial liabilities are designated at fair value through profit or loss, changes in the fair value due to changes in our own credit risk can be recognised in Other Comprehensive Income and there is no subsequent recycling of these amounts to the Income Statement (accumulated gains or losses may be transferred within equity). Where this creates an accounting mismatch in the Income Statement, all fair value movements must be recognised in the Income Statement. Impact of changes On adoption of AASB 9 the Group classified financial assets as subsequently measured at either amortised cost or fair value, depending on the business model for those assets and on the asset’s contractual cash flow characteristics. The only change to the Group’s classification or measurement of financial assets was that it no longer separates the quotational period pricing embedded derivative from the host contract, being the concentrate receivable, but instead now measures the whole receivable at fair value through profit or loss. There was no impact on financial liabilities. Due to the short term nature of the accounts receivable portfolio, there were no material changes arising from the new impairment requirements of AASB 9 and there were no other material financial assets impacted by these new requirements. There was no material impact on the Statement of Comprehensive Income or the Statement of Changes in Equity on adoption of AASB 9 in relation to classification and measurement of financial assets and financial liabilities. The following table summarises the impact on the classification and measurement of our financial assets as at 1 January 2016: Presented on Statement of Financial Position Original measurement category under AASB 139 New measurement category under AASB 9 (2014) Cash and cash equivalents Amortised cost Amortised cost At 1 January 2016 Original carrying amount under AASB 139 New carrying amount under AASB 9 US$m 105 US$m 105 Trade and other receivables – Bullion awaiting settlement – GST receivables – Other receivable Trade and other receivables – Concentrate receivables Other financial assets (current) Other financial assets (non-current) Amortised cost Amortised Cost Amortised cost Fair value through profit or loss Fair value through profit or loss Fair value through profit or loss Fair value through profit or loss Fair value through profit or loss 53 139 7 2 53 126 7 2 140 Notes to the Consolidated Financial Statements For the year ended 30 June 2016 35. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS (continued) (a) Adoption of New Standards and Interpretations (continued) (ii) Changes to hedge accounting AASB 9 aligns hedge accounting more closely with common risk management practices. Hedge ineffectiveness will continue to be recognised in the income statement. An entity is still required to prepare hedge documentation; however, the information to be documented under AASB 9 differs. The following summarises the key changes: • Risk components that are separately identifiable and reliably measurable will be eligible as hedged items, including non-financial items • Effectiveness measurement testing is required only on a prospective basis and new hedge effectiveness criteria include existence of an economic relationship between the hedged item and the hedging instrument • Certain requirements must be met for discontinuing a hedge relationship. Changes to the hedge relationship may result in rebalancing of the hedge ratio rather than de-designation • Hedging of groups of net positions is permitted subject to certain criteria The accounting and presentation requirements for hedge accounting remain largely unchanged; however additional disclosures are required under the new standard. Hedge relationships which existed on the date of transition continue to be valid. Fair value gains and losses on derivative financial instruments continue to be recognised in the Income Statement, or through Other Comprehensive Income if the derivative is designated and effective as a hedging instrument. (b) New Accounting Standards and Interpretations issued but not yet effective and not yet adopted The following standards, amendments to standards and interpretations have been identified as those which may impact the Group in the period of initial application. They have been issued but are not yet effective and are available for early adoption at 30 June 2016, but have not been applied in preparing this financial report. Reference & Title Details of New Standard/Amendment/Interpretation Impact on Group AASB 15 Revenue from contracts with customers AASB 15 establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. AASB 16 Leases AASB 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligations to make lease payments. (i) (i) Application date for the Group 1 July 2018 1 July 2019 (i) The Group has not yet determined the extent of the impact, if any. Apart from the above, other accounting standards, amendments and interpretations that have been issued and will be applicable in future periods have been considered, however their impact is not considered material to the Group. Directors’ Declaration NEWCREST MINING LIMITED ANNUAL REPORT 2016 141 In accordance with a resolution of the Directors of Newcrest Mining Limited, we state that: 1. In the opinion of the Directors: (a) The financial statements, notes and additional disclosures included in the Directors’ Report designated as audited, of the Group is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and Corporations Regulations 2001. (b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. (c) The financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2016. 3. In the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in Note 26 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee. On behalf of the Board Peter Hay Chairman Sandeep Biswas Managing Director and Chief Executive Officer 15 August 2016 Melbourne, Victoria 142 Independent Auditor’s Report NEWCREST MINING LIMITED ANNUAL REPORT 2016 143 144 Shareholder Information ISSUED CAPITAL (ON 31 AUGUST 2016) Title of Class Ordinary TWENTY LARGEST SHAREHOLDERS AS AT 31 AUGUST 2016 Name 1 HSBC Custody Nominees (Australia) Limited 2 National Nominees Limited 3 J P Morgan Nominees Australia Limited 4 Citicorp Nominees Pty Limited 5 BNP Paribas Noms Pty Ltd6 Citicorp Nominees Pty Limited 7 National Nominees Limited 8 HSBC Custody Nominees (Australia) Limited 9 HSBC Custody Nominees (Australia) Limited – GSCO ECA 10 AMP Life Limited 11 BNP Paribas Nominees Pty Ltd 12 ABN Amro Clearing Sydney Nominees Pty Ltd 13 HSBC Custody Nominees (Australia) Limited – A/C 2 14 HSBC Custody Nominees (Australia) Limited 15 Pacific Custodians Pty Limited 16 Share Direct Nominees Pty Ltd <10015 A/C> 17 Pacific Custodians Pty Limited 18 Mr Stephen Segal 19 HSBC Custody Nominees (Australia) Limited 20 Pacific Custodians Pty Limited Number of Shareholders Number of Shares 63,732 766,510,971 Number of Shares % Issued Capital 295,053,073 169,924,187 109,482,717 72,700,269 13,150,568 7,549,489 5,431,450 3,921,190 3,546,081 3,188,756 2,333,735 1,345,640 1,188,803 1,000,094 923,299 820,502 817,314 692,117 600,921 516,875 38.52 22.18 14.29 9.49 1.72 0.99 0.71 0.51 0.46 0.42 0.30 0.18 0.16 0.13 0.12 0.11 0.11 0.09 0.08 0.07 Total 694,187,080 90.62 SUBSTANTIAL SHAREHOLDERS1 AS AT 31 AUGUST 2016 Name BlackRock Group First Eagle Investment Management, LLC Orbis Group (1) As notified to Newcrest under section 671B of the Corporations Act 2001. DISTRIBUTION OF SHAREHOLDERS AS AT 31 AUGUST 2016 Size of Holding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and Over Total Number of Shares % Issued Capital 95,255,887 55,471,061 43,749,291 12.42 7.24 5.71 Number of Shareholders Number of Shares % Issued Capital 48,985 15,528,848 12,985 27,771,235 1,127 7,933,735 581 12,727,544 54 702,549,609 63,732 766,510,971 2.03 3.62 1.04 1.66 91.66 100.0 The number of shareholders holding less than a marketable parcel of ordinary shares was 3,086 (based on the closing market price on 31 August 2016). NEWCREST MINING LIMITED ANNUAL REPORT 2016 145 VOTING RIGHTS Each ordinary shareholder present at a general meeting (whether in person, by proxy or by representative) is entitled to one vote on a show of hands or, on a poll, one vote for each fully paid ordinary share held. The Company encourages shareholders to express their views on the conduct of business by speaking at shareholder meetings or by writing to the Chairman of the Board of Directors. DIVIDENDS The Board has determined a final dividend of US 7.5 cents per share for the year ended 30 June 2016. No interim dividend was paid. The Dividend Reinvestment Plan (DRP) remains in place and will be offered to shareholders according to the terms of the DRP. A copy of the DRP Rules is on the Company’s website at www.newcrest.com.au. ON MARKET BUY-BACK Newcrest has a current on-market buy-back program. There has been no activity under the program since April 2012. AMERICAN DEPOSITARY RECEIPTS Newcrest may also be traded in the form of American Depositary Receipts (ADRs). Each ADR represents one Newcrest ordinary share. The program is administered on behalf of the Company by The Bank of New York Mellon. Contact details are set out in the Corporate Directory Section of this Report, which is inside the back cover. ADR holders are not members of the Company, but may instruct The Bank of New York as to the exercise of voting rights pertaining to the underlying shareholding. During the 2016 financial year, the net movement for ADRs was positive 1,163,825 and at year-end a net 5,069,712 ADRs were outstanding. INVESTORS The Company’s website at www.newcrest.com.au/investors has a section where investors have access to market releases, reports, presentations, dividend history, shareholder information, key dates and other information. ONLINE SHARE REGISTRY INFORMATION Visit the Company’s Share Registry, Link Market Services, at www.linkmarketservices.com.au to access a wide variety of your holding information, make the following changes online or download forms. You can: • check your current holding and balances; • update your electronic communication instructions; • update your address and bank details; • confirm whether you have lodged your Tax File Number (TFN), Australian Business Number (ABN) or exemption; • check transaction and dividend history; • enter your email address; • download a variety of instruction forms; and • add or update DRP instructions. You can access your holding via a secure login using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), which you will find on your holding record. You will also need the postcode recorded on your holding record. SHARE REGISTRY CONTACT INFORMATION You can also contact the Company’s Share Registry by calling 1300 554 474 within Australia or +61 1300 554 474 from outside Australia. More Share Registry contact details are set out in the Corporate Directory section of this Report, which is inside the back cover. ANNUAL REPORT You can access a full copy of the Annual Report online at www.newcrest.com.au. If you no longer wish to receive a hard copy of the Annual Report, log into your shareholding or contact our Share Registry to update your communication instructions. 146 Five Year Summary For the 12 months ended 30 June 2016 2015(1) 2014(1) 2013(1)(2) 2012(1) Gold Production - Newcrest Share(3)(4) (ounces) Cadia Hill Ridgeway Cadia East(3) Telfer Gosowong Hidden Valley Lihir Bonikro Cracow(4) Mt Rawdon(4) Total Copper Production (tonnes) Silver Production (ounces) Costs per ounce (after by-product credits) Cash costs (US$ per ounce) All-In Sustaining Cost (US$ per ounce) Cash Flow (US$m) Cash flow from operations Capital expenditure Exploration expenditure Free cash flow (5) Profit and Loss (US$m) Sales revenue Depreciation and amortisation Income tax expense/(benefit) Net profit/(loss) after tax: – Statutory profit/(loss)(6) – Underlying profit(7) Earnings per share and dividends (US cents per share) Earnings per share (EPS): – Basic EPS on statutory profit/(loss) – Basic EPS on underlying profit Dividends Financial Position (US$m) Total assets Total liabilities Total equity Ratios (percent) Gearing(8) Return on Capital Employed(9) Issued Capital (million shares) at year end Gold Inventory (million ounces)(10) Reserves Resources – 51,174 617,600 462,461 197,463 72,566 900,034 137,696 – – – 223,381 444,038 520,309 331,555 94,601 688,714 119,970 – – 21,141 345,364 226,326 536,342 344,747 105,845 721,264 94,994 – – 119,372 262,228 65,279 525,500 312,711 85,004 649,340 90,350 – – 241,430 223,314 8,451 540,114 439,384 88,801 604,336 92,102 23,787 24,198 2,438,994 2,422,568 2,396,023 2,109,784 2,285,917 83,070 96,816 86,118 80,366 76,015 2,263,837 2,181,419 2,324,210 1,931,816 1,997,247 594 762 1,241 471 44 814 3,295 698 118 332 323 43.3 42.1 7.5 11,191 4,071 7,120 22.8 6.2 767 69 140 632 780 1,280 471 38 854 3,604 574 335 376 424 49.1 55.3 Nil 11,803 4,846 6,957 29.3 7.8 767 75 140 650 897 965 773 57 136 3,707 638 (486) (2,105) 393 (274.6) 51.3 Nil 12,799 5,539 7,260 33.8 6.2 767 78 150 770 1,318 1,148 2,449 156 (1,484) 3,859 742 (373) (5,319) 459 (694.5) 59.9 12.5 15,836 6,559 9,277 29.3 5.0 767 87 161 622 n/a 1,781 2,638 163 (1,062) 4,545 574 (414) 1,158 1,112 151.4 145.4 36.3 20,898 5,519 15,379 12.5 10.1 765 79 150 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Comparative information, previously reported in Australian dollars, has been restated into US dollars following the change to a US dollar presentation currency. Financial information for 2013 has been restated to reflect the adoption of interpretation 20 - Stripping Costs in the Production Phase of a Surface Mine. Includes pre-commissioning production. Production from Cracow and Mt Rawdon in 2012 includes four months of production, up to the date of divestment of 2 November 2011. Free cash flow is calculated as cash flow from operating activities less cash flow related to investing activities. Statutory Profit/(loss) is profit/(loss) after tax attributable to owners of the parent. Underlying Profit is profit after tax before significant items attributable to owners of the parent. Calculated as Net Debt to Capital (Capital comprises Total Equity plus Net Debt). Calculated as EBIT to Average Capital Employed (Total Equity plus Net Debt). Reserves and Resources are as at 31 December 2015 for 2016, 31 December 2014 for 2015, 31 December 2013 for 2014, 31 December 2012 for 2013 and 31 December 2011 for 2012. [This page intentionally left blank] Corporate Directory INVESTOR INFORMATION REGISTERED AND PRINCIPAL OFFICE Newcrest Mining Limited Level 8 600 St Kilda Road Melbourne, Victoria 3004 Australia T: +61 (0)3 9522 5333 F: +61 (0)3 9525 2996 E: investor.relations@newcrest.com.au www.newcrest.com.au COMPANY SECRETARIES Francesca Lee and Claire Hannon Newcrest Mining Limited Level 8 600 St Kilda Road Melbourne, Victoria 3004 Australia T: +61 (0)3 9522 5333 F: +61 (0)3 9521 3564 E: francesca.lee@newcrest.com.au claire.hannon@newcrest.com.au INVESTOR RELATIONS Chris Maitland Head of Investor Relations Newcrest Mining Limited Level 8 600 St Kilda Road Melbourne, Victoria 3004 Australia T: +61 (0)3 9522 5717 E: chris.maitland@newcrest.com.au STOCK EXCHANGE LISTINGS AUSTRALIAN SECURITIES EXCHANGE (Ticker NCM) PORT MORESBY STOCK EXCHANGE (Ticker NCM) NEW YORK ADRS (Ticker NCMGY) SHARE REGISTRY Link Market Services Limited Tower 4 727 Collins Street Docklands, Victoria 3008 Australia Locked Bag A14 Sydney South, New South Wales 1235 Australia T: +61 1300 554 474 (toll free within Australia) F: +61 (0)2 9287 0303 +61 (0)2 9287 0309* *For faxing of Proxy Forms only. E: registrars@linkmarketservices.com.au www.linkmarketservices.com.au PNG REGISTRIES LIMITED Level 2, AON Haus MacGregor Street Port Moresby, NCD Papua New Guinea PO Box 1265 Port Moresby, NCD Papua New Guinea T: +675 321 6377/ 78 F: +675 321 6379 E: ssimon@online.net.pg AMERICAN DEPOSITARY RECEIPTS (ADRS) The Bank of New York Mellon Shareholder Services c/o Computershare Investor Services PO Box 43078 Providence, RI 02940-3078 USA T: +1-888-269-2377 (toll free within the US) International Callers: +1 201-680-6825 E: shrrelations@cpushareownerservices.com www.bnymellon.com/shareowner OTHER OFFICES PERTH AND TELFER OFFICE 234 Railway Parade West Leederville, Western Australia 6007 Australia T: +61 (0)8 9270 7070 PORT MORESBY OFFICE Level 4 Port Tower Building Hunter Street Port Moresby, Papua New Guinea T: + 675 321 7711 F: + 675 321 4705 COMPANY EVENTS Annual General Meeting 8 November 2016 at 10.30am The Pavilion The Arts Centre Melbourne 100 St Kilda Road Melbourne, Victoria 3004 Visit our website at www.newcrest.com.au to view our: key dates; current share price; market releases; annual, quarterly and financial reports; operations, project and exploration information; corporate, shareholder, employment and sustainability information.