Newcrest Mining
Annual Report 2019

Plain-text annual report

2019 Annual Report The success of FY19 reflects the enormous amount of effort applied by our people towards delivering on our commitments and our potential. SANDEEP BISWAS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER To be the Miner of Choice. To be the Miner of Choice for our people, shareholders, host communities, partners and suppliers. To safely deliver superior returns to our stakeholders from finding, developing and operating gold/copper mines. I I N O S V R U O I I N O S S M R U O FORGING A STRONGER NEWCREST 1 S T N E T N O C FORGING A STRONGER NEWCREST Forging a stronger Newcrest Asset overview Key Achievements for FY19 Safety & Sustainability People Releasing orebody potential NEWCREST’S VALUE PROPOSITION Long reserve life Delivering on commitments Low cost production Organic growth options Financially robust 2 4 6 12 13 14 16 16 16 17 18 Exploration & technical capability 19 OUR COMPANY Chairman’s Report Managing Director’s Review The Board Mineral Resources & Ore Reserves Corporate Governance Statement Directors’ Report Financial Report 8 10 20 24 32 34 89 Corporate Directory 149 Coarse ore stockpile at Cadia, New South Wales, Australia NEWCREST 2019 ANNUAL REPORT 2 R E G N O R T S A G N G R O F I T S E R C W E N S R A L L I P E V I F R U O I S N O T A R P S A R U O I Forging a stronger Newcrest The health and safety of our people is of primary importance at Newcrest. To achieve Newcrest’s full potential for our stakeholders, our company strategy focuses on five key pillars, each with associated aspirations. Our clear focus remains on eliminating fatalities and life-changing injuries from our business, while striving to make continual progress on reducing all injuries and health impacts. We believe that a strong and enduring commitment to the health and safety of our workforce best reflects our values and underpins and sustains optimal business performance. Safety & sustainability People Operating performance Technology & innovation Profitable growth ZERO FATALITIES AND INDUSTRY- LEADING TRIFR BY END OF CY20 FIRST QUARTILE ORGANISATIONAL HEALTH BY END OF CY20 FIRST QUARTILE GROUP AISC PER OUNCE BY END OF CY20 5 BREAKTHROUGH SUCCESSES BY END OF CY20 EXPOSURE TO FIVE TIER ONE OREBODIES BY END OF CY20 (OPERATIONS, DEVELOPMENT PROJECTS, OR EQUITY INVESTMENTS) Being agile, bold and having an owner’s mindset E G D E R U O FORGING A STRONGER NEWCREST I I S E T N U M M O C Three key external stakeholders are: S R E D L O H E R A H S To achieve our Mission of safely delivering superior returns to our stakeholders from finding, developing and operating gold/copper mines, we strive to: – Safely realise the full potential of our existing assets – Apply our technical expertise to unlock value in orebodies we own or can acquire – Leverage our exploration and technical expertise to find, or gain access by early-stage entry to new gold/copper orebodies – Maintain capital discipline when deploying all growth and exploration opportunities to ensure financial strength throughout the capital cycle – Provide shareholder value through dividend returns in line with our dividend policy 3 S R E D L O H E K A T S T N E M N R E V O G Newcrest’s mining and exploration activities have significant potential to impact the communities where we operate. A planned, transparent and constructive approach to community engagement and development is critical to maintaining Newcrest’s social licence to operate and to ensure that communities benefit from Newcrest’s operations. We are also conscious of the need to balance community expectations against a project’s ability to deliver returns throughout the life of the mine. In the longer term, we also need to ensure that we do not create undue community dependence upon our mining operations that is unsustainable once the operations reach the end of their lives. Newcrest’s presence provides many direct and indirect benefits to the countries and communities in which we operate. These benefits can potentially include: – Improved access to employment, health, education and training opportunities – Investment in community infrastructure and services, including road access and maintenance, electricity and clean water supply – Income-generating activities, including local business development, goods and services supply and support for local agricultural businesses – Improved community lifestyle, including religious and sporting facilities and sponsorship of both local and regional events and activities We believe Newcrest’s activities positively contribute to the economy of the jurisdictions where we operate through tax, royalties and other socio-economic benefits at the community level. Newcrest recognises the importance to our long-term success of developing meaningful relationships with all levels of government. We strive to proactively engage with governments in the jurisdictions where we operate to understand their views about, and expectations of, our activities. Our engagement can cover a wide range of areas including economic, environmental and social responsibility. To strengthen community services and support capacity building, Newcrest also works through a range of partners, including local governments. Newcrest strives to act with integrity and honesty when conducting business, in a manner that promotes transparency in business dealings. Newcrest is a Supporting Member of the Extractive Industries Transparency Initiative (EITI), which is a global coalition of governments, companies and civil society working together to improve openness and accountable management of revenues from natural resources. As part of this commitment, Newcrest publishes its Annual Tax Contribution Report, which sets out mining royalties and taxes paid across all our operating jurisdictions. We also actively engage both directly and indirectly, through industry groups, with government and other stakeholders on policy and regulatory reform. Proper consultation is critical to any reform process and Newcrest seeks to participate and contribute on relevant issues to assist with informed discussion and consideration. NEWCREST 2019 ANNUAL REPORT Asset overview 4 I W E V R E V O T E S S A Indonesia Antam Alliance 2 Telfer Australia Second Junction Reefs project (JV) Encounter Alliance & JVs Prodigy Gold NL – (FI) Isa North (100%) Cloncurry (O & FI) Bulimba (100%) Greatland Gold – (FI) Papua New Guinea 3 LIHIR Location: Niolam Island, New Ireland Province, 900 kilometres north-east of Port Moresby FY19 Production: 933koz of gold Mining Method: Open pit Reserves and Resources*: Ore Reserve: 24moz gold Mineral Resource: 50moz gold Ownership: 100% Newcrest 4 Gosowong 3 Lihir 6 Wafi-Golpu Papua New Guinea Wamum project (100%) Tatau / Big Tabar Island (O & FI) 1 Cadia Indonesia 4 GOSOWONG Location: Halmahera Island, North Maluku Province FY19 Production: 190koz of gold Mining Method: Underground Reserves and Resources*: Ore Reserve: 0.37moz gold Mineral Resource: 1.1moz gold Ownership: Gosowong is owned and operated by PT Nusa Halmahera Minerals (Newcrest 75%). The figures represent 100% of Mineral Resource and Ore Reserve. Canada 5 RED CHRIS Location: British Columbia, approximately 1,000 kilometres north of Vancouver Mining Method: Open Pit Ownership: 70% Newcrest, 30% Imperial Metals Limited. Transaction completed 15 August 2019. Côte d’Ivoire Barrick JV (50% JV) Australia 1 CADIA Location: 25 kilometres from Orange, New South Wales FY19 Production: 913koz of gold, 91kt of copper Mining Method: Underground Reserves and Resources*: Ore Reserve: 22moz gold & 4.3mt copper Mineral Resource: 38moz gold & 8.3mt copper Ownership: 100% Newcrest 2 TELFER Location: Pilbara, Western Australia FY19 Production: 452koz of gold, 15kt of copper Mining Method: Open pit and underground Reserves and Resources*: Ore Reserve: 2.0moz gold & 0.20mt copper Mineral Resource: 6.4moz gold & 0.59mt copper Ownership: 100% Newcrest * Mineral Resources and Ore Reserves are as at 31 December 2018. See pages 28 to 31 of this Annual Report. FORGING A STRONGER NEWCREST Exploration Key FI = Farm-in JV = Joint Venture 100% = 100% Newcrest tenement EI = Equity investment in company O = Option 5 Red Chris United States Jarbidge (O) Rattlesnake Hills (O & FI) Mexico Azucar Minerals (EI) Ecuador SolGold (EI) Lundin Gold (EI) Lundin Gold (JV) Caña Brava porphyry/ epithermal project (O & FI) Porphyry targets (100%) Chile Altazor (O & FI) Vicuña (O & FI) Mioceno (O & FI) Gorbea (O & FI) Argentina Cerro Lindo epithermal/ porphyry project (O & FI) Advanced Projects 6 WAFI-GOLPU Location: Morobe Province, 65 kilometres south-west of Lae, Papua New Guinea (PNG) Potential: Golpu: Underground copper-gold mine; Wafi: Open pit gold-copper mine; Nambonga: Underground gold-copper mine Reserves and Resources*: Ore Reserve: 5.5moz gold(1) & 2.5mt copper Mineral Resource: 13moz gold(2) & 4.4mt copper (1) Golpu; (2) Inclusive of Golpu, Wafi and Nambonga deposits Status: Updated feasibility study completed – Awaiting special mining lease approval. Ownership: 50% Newcrest, 50% Harmony Gold Mining Company Limited. The figures represent Newcrest’s 50% of the Mineral Resource and Ore Reserve. exploration experience I N Leveraging our O T A R O L P X E One of our aspirations is to grow our asset base, ideally “through the drill bit” by focussing on brownfield and greenfield exploration opportunities globally. 5 I W E V R E V O T E S S A We are also pursuing alliances and joint venture arrangements with junior explorers and other mining companies who have access to prospective land. Our experienced exploration teams will partner with these companies to maximise potential exploration results. Newcrest has experience in all forms of mining and processing which gives confidence to our partners that Newcrest will be able to responsibly develop any viable deposits discovered. At the end of the 2019 financial year, Newcrest had 20 of these agreements of various forms with junior explorers and other mining companies in place. Our exploration activity is currently concentrated in four broad regions: Australia, North America, Central America and South America. Drilling at Havieron, Pilbara, Western Australia NEWCREST 2019 ANNUAL REPORT 6 S T N E M E V E H C A Y E K I Key Achievements for FY19 PROFIT AND CASH FLOW – Statutory profit1 of $561 million (up 178%) – Underlying profit2, 3 of $561 million (up 22%) – EBITDA margin2, 4 of 45%; EBIT margin of 25% – Cash flow from operating activities of $1,487 million (up 4%) – Free cash flow2 of $804 million (up 34%) BALANCE SHEET – Leverage ratio of 0.2 times at 30 June 2019 – Gearing 5 of 4.9% at 30 June 2019 – Cash and undrawn committed debt facilities Progress on our aspirations SAFETY – Zero fatalities and industry leading TRIFR6 by end of 2020 – Zero fatalities and a low TRIFR of 2.3 per million hours worked ORGANISATIONAL HEALTH – First Quartile Organisational Health by end of 2020 – Achieved first quartile organisational health score in the 2019 survey OPERATIONAL PERFORMANCE – First Quartile AISC per ounce by end of 2020 at 30 June 2019 of approximately $3.6 billion – Lowest cost of major gold producer peers with All-In DIVIDEND – Total FY19 dividends of US22 cents per share (fully franked) Sustaining Cost (AISC)2, 7 of $738 per ounce – Gold production of 2.5 million ounces, copper production of 106 thousand tonnes – AISC margin of $531 per ounce FIRST QUARTILE COST POSITION $738/oz AISC 6% PRODUCTION GROWTH YEAR-ON-YEAR 2.5moz GOLD PRODUCTION 34% FREE CASH FLOW INCREASE YEAR-ON-YEAR $804m FREE CASH FLOW TECHNOLOGY & INNOVATION – 5 breakthrough successes by end of 2020 3 Breakthroughs captured so far: – High draw, deep caving, material increase in draw height and depth over PC1 by PC2 evidenced by recent surface subsidence at Cadia – Selective refractory ore oxidation to materially reduce oxygen energy intensity beyond partial oxidation at Lihir – Coarse ore flotation, reducing grinding energy intensity and improving recovery at Cadia GROWTH – Exposure to 5 Tier One orebodies by end of 2020 – Tier One orebodies – Cadia – Lihir – Wafi-Golpu (50% ownership) – Fruta del Norte (27% ownership) All operating sites free cash flow positive Five and a half consecutive years of positive free cash flow Clear dividend policy putting shareholders first 1. Statutory profit is profit after tax attributable to owners of the Company. 2. 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. 3. Underlying profit is profit after tax before significant items attributable to owners of the parent. Refer to page 56 for further details. 4. 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 97. 5. Gearing is calculated as net debt to net debt and total equity, as at 30 June. Refer to page 54 for further details. 6. Total Recordable Injury Frequency Rate (per million hours worked). 7. AISC and All-In Cost are both determined in accordance with the updated World Gold Council Guidance Note on Non-GAAP Metrics released November 2018. Newcrest has elected to partially apply the updated guidance from 1 January 2019, with the partial nature reflecting Newcrest only being able to apply the leasing changes after 30 June 2019. FORGING A STRONGER NEWCREST GROUP GOLD PRODUCTION THOUSAND OUNCES EBITDA1, 2 FY15 FY16 FY17 FY18 FY19 2,423 2,439 2,381 2,346 2,488 FY15 FY16 FY17 FY18 FY19 GROUP COPPER PRODUCTION THOUSAND TONNES EBIT 1, 2 FY15 FY16 FY17 FY18 FY19 97 83 84 78 106 FY15 FY16 FY17 FY18 FY19 ALL-IN SUSTAINING COST1,2 $/OUNCE UNDERLYING  PROFIT1, 2 FY15 FY16 FY17 FY18 FY19 780 762 787 835 738 FY15 FY16 FY17 FY18 FY19 $ M 1,385 1,292 1,408 1,565 1,670 $ M 811 594 719 774 924 $ M 424 323 394 459 561 CASH FLOW FROM OPERATING ACTIVITIES1, 2 FY15 FY16 FY17 FY18 FY19 FREE CASH FLOW 1, 2 FY15 FY16 FY17 FY18 FY19 LEVERAGE RATIO1, 2, 3 FY15 FY16 FY17 FY18 FY19 7 S T N E M E V E H C A Y E K I $ M 1,280 1,241 1,467 1,434 1,487 $ M 854 814 739 601 804 TIMES 2.1 1.6 1.1 0.7 0.2 FY19 RESULTS AT A GLANCE1, 2 12 months to 30 June 2019 12 months to 30 June 2018 % Change Gold produced Copper produced Realised gold price Realised copper price Average exchange rate Sales revenue EBITDA EBIT Statutory profit Underlying profit Cash flow from operating activities Net cash outflow from investing activities Free cash flow Return on capital employed (ROCE) Leverage ratio3 Gearing Total dividends (ounces) (tonnes) ($ per ounce) ($ per pound) (AUD:USD) ($ millions) ($ millions) ($ millions) ($ millions) ($ millions) ($ millions) ($ millions) ($ millions) (percent) (times) (percent) (cents per share) 2,487,739 2,346,354 105,867 1,269 2.78 0.7156 3,742 1,670 924 561 561 1,487 683 804 11.2 0.2 4.9 22.0 77,975 1,308 3.09 0.7754 3,562 1,565 774 202 459 1,434 833 601 8.8 0.7 12.2 18.5 6% 36% (3%) (10%) (8%) 5% 7% 19% 178% 22% 4% (18%) 34% 27% (71%) (60%) 19% 1. All financial data presented in the Annual Report is quoted in US dollars unless otherwise stated. 2. EBIT, EBITDA, Underlying profit, AISC, Free cash flow, ROCE 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. Leverage ratio (Net debt to EBITDA) is calculated as net debt divided by EBITDA of the preceding 12 months. Calculated as at 30 June. NEWCREST 2019 ANNUAL REPORT 8 Chairman’s Report ’ T R O P E R S N A M R A H C I It is my pleasure to present Newcrest’s Annual Report for the 2019 financial year, providing details of our continued progress against our business strategy. Newcrest continues to pursue business transformation by focusing on the key areas of safety and sustainability, people, operating performance, technology and innovation, and profitable growth. The focus on safety transformation across the business over the past few years has been relentless. Led from the top, yet owned by its people, the Company’s determined focus on never losing sight of the vision of everybody going home safe and healthy every day has seen yet another year without fatalities or life-changing injuries. Though the performance in the 2019 year was pleasing, everyone from the Board to the frontline recognises that when it comes to safety there is no finish line and our focus must never waver. Globally, the political environment continues to change, bringing fresh challenges in some of the countries in which we operate and explore. Public expectations of our role are also changing and increasing. We remain committed to working together closely with our host governments and communities to deliver benefits at a national and local level. The recent addition of Red Chris to Newcrest’s portfolio highlights our disciplined investment approach, in line with our business strategy, to build on our portfolio of high quality, long life assets. Taking into account our improved balance sheet, and considering expected capital requirements and market conditions, the Board has determined to pay a fully franked US14.5 cents per share final dividend, taking our total dividend for the year to US22 cents per share. This meets Newcrest’s commitment to targeting a total dividend payout of at least 10 to 30% of annual free cash flow, with the total annual dividend no less than US15 cents per share. Peter Tomsett joined the Newcrest Board in September 2018. Peter has extensive gold mining and international business experience, as both an executive and non-executive director of a broad range of mining companies. He is a member of Newcrest’s Audit and Risk Committee and Safety and Sustainability Committee. APPLYING OUR DIVIDEND POLICY US22cps TOTAL FY19 DIVIDEND DELIVERING RETURNS TO SHAREHOLDERS 47.7% TOTAL SHAREHOLDER RETURN FOR FY19 OUR COMPANY 9 ’ T R O P E R S N A M R A H C I Newcrest continues to embed sustainable mining principles and practice in all levels of its business. It is our belief that the long-term development and success of the Company and industry is dependent on a consistent and integrated approach to sustainability. The past year has seen a number of mergers and acquisitions in the gold industry. In terms of global comparisons, Newcrest is ranked around number six in terms of ounces produced, but number three by market capitalisation, highlighting the Company’s portfolio of high quality ounces. Newcrest holds a unique position in the market, with its long reserve life, low cost production, organic growth options, strong exploration and technical capabilities, and a financially robust balance sheet. The Board is confident in the positive outlook for the Company and we thank you for your ongoing support. PETER HAY CHAIRMAN H Application of our T growth strategy W O R G 9 1 Y F The aspiration for the Profitable Growth pillar is to have exposure to five Tier One orebodies by the end of calendar year 2020. At our Investor Day in October 2018, we highlighted our desire to have exposure to a further 2–4 Tier Two assets and a strong pre-production pipeline. Our approach to growth has remained consistent, with value creation for our shareholders always underpinning our decision-making. In order of preference, we seek to achieve growth through: 1. Organic growth 2. Greenfield exploration 3. Early entry partnerships with explorers 4. Acquisition or merger – when we see the opportunity to create value through application of our strong and unique technical capabilities We are well on the way to achieving our aspiration through our exposure to the Tier One orebodies of Cadia, Lihir, Wafi-Golpu and Fruta del Norte (through our investment in Lundin Gold). Organic growth was pursued through a number of projects including the progression of the Cadia Expansion Feasibility Study which is expected to be completed in the first half of FY20. The Cadia Molybdenum Plant has also been approved for execution. When commissioned, it will generate an additional revenue stream for Cadia in the form of a molybdenum concentrate and further reduce Cadia’s AISC per ounce via a molybdenum by-product credit. During the year, our exploration team continued to pursue several opportunities through 100% owned greenfield tenements. Similarly, the exploration team signed several early entry partnerships with explorers in order to gain access to prospective ground. One such partnership is with Greatland Gold, who own the Havieron tenement close to our Telfer mine in Western Australia. Havieron is what we believe to be a highly prospective project which, with successful exploration, could become an underground mine that could provide supplementary higher grade feed to the Telfer processing plant. Newcrest also added to its asset portfolio by acquisition during the year. In August 2019, Newcrest announced it had completed the joint venture transaction with Imperial Metals to acquire 70% of the Red Chris mine in British Columbia, Canada. With a two stage transformation plan which seeks to optimise the existing operation and subsequently apply Newcrest’s technical expertise in block caving and coarse ore separation, Newcrest believes it has a pathway to develop Red Chris into a Tier One operation subject to further drilling and study work. NEWCREST 2019 ANNUAL REPORT 10 ’ I W E V E R S R O T C E R D I I G N G A N A M Managing Director’s Review This year has been one of growth and improvement on many levels at Newcrest, as we have built upon the solid foundations for transformation laid in previous years. I am pleased to report the achievements delivered throughout the year against our ‘Forging a stronger Newcrest’ business strategy that we announced in February 2018. Our strategy maintains focus on our long-term commitment to the safety, health and wellbeing of our people. Our Safety Transformation plan has now been in place for almost four years, encouraging all our people to take ownership of their own safety and that of their workmates. During this period we have had no fatalities. In the past 12 months our total recordable injury frequency rate was 2.3 per million hours worked, an improvement of 3% compared to the prior year. The three pillars of our Safety Transformation – having a stronger safety culture through NewSafe, critical controls for high risk tasks, and robust process safety management – have not changed since their introduction in 2015. We can never be complacent when it comes to safety. Our aim remains the elimination of fatalities and life-changing injuries from our business. The Company’s strong performance over the past 12 months would not be possible were it not for the tremendous effort put in by Newcrest’s people. This financial year, Newcrest produced 2.5 million ounces of gold at a low AISC of $738 per ounce, generating a statutory and underlying profit of $561m. Pleasingly, all operations were cash flow positive, allowing the Group as a whole to generate $804m in free cash flow over the financial year. This strong cashflow generation allowed us to reduce our net debt position by a further $645m down to $395m and strengthen our leverage ratio and gearing ratios to be well within our target financial metrics. This strong financial position also facilitated investment in future growth opportunities. LOW COST POSITION $738/oz AISC GENERATED FREE CASH FLOW (FCF) $804m FCF IN FY19 OUR COMPANY 11 ’ I W E V E R S R O T C E R D I I G N G A N A M Cadia had an outstanding year, producing 913koz of gold and a record low AISC of $132 per ounce. Lihir was able to achieve its 15mtpa sustainable mill throughput rate target by the end of the financial year. Telfer increased its gold production and improved its AISC per ounce compared to the prior year. We continue to explore opportunities to further optimise the Telfer operation, in an attempt to unlock the potential value of its 6.4 million ounces of gold Mineral Resources*. Gosowong generated $29m of free cash flow, despite approaching the end of its reserve life. The announcement in March of our acquisition of a 70% interest in and operatorship of the Red Chris mine and associated exploration tenements in Canada was well aligned with our growth strategy. The transaction is exciting for Newcrest and is the culmination of a substantial amount of work. We have looked at many growth opportunities over the last couple of years and been judicious in selecting a transaction which aligns with our growth strategy and financial goals. With the transaction having closed on 15 August 2019, Red Chris adds a potential Tier One, long life asset with immediate geographic and production diversification in a leading mining jurisdiction. Through a two-stage transformation plan, we have identified opportunities to add value by delivering improvements through our Edge programme and applying our unique technical capabilities in block caving. We also look forward to progressing the promising exploration opportunities this transaction brings. Also in March 2019, we announced that Newcrest had entered into a farm-in agreement with Greatland Gold for the Havieron tenement. Early drilling conducted at Havieron has suggested the possibility for developing a high grade underground mine, the product of which could be processed at Telfer, just 45km away. This potential option could transform the outlook for Telfer, potentially improving its financial performance and extending its life out beyond 10 years. Newcrest has a history of delivering value through the application of technology and innovation. Our current leading position within the gold industry in block cave mining is a direct outcome of this. As the world’s remaining ore deposits become deeper and lower grade, block cave mining with its high productivity and low operating costs have become the underground mining method of choice when the orebody warrants it. At Newcrest we are working on developing the next generation of caving with an industry leading approach called undercut-less caving, with the aim of safely reducing capital costs and cave establishment time. Through continued investment in innovation we continue to discover what is possible. For example, we are pursuing the development of autonomous, semi-autonomous and remote mining solutions to reduce exposure of our personnel in hot mining conditions at Lihir and to the underground operations at Cadia and at Telfer. We continue to explore and trial technologies for selective processing, mass sensing and sorting at sites. We also use advanced analytics and digital technology such as artificial intelligence and virtual reality to increase safety and performance. Over the course of the financial year we have made substantial progress on our drive to integrate sustainability across the business, supporting our commitment and membership of the International Council on Mining and Metals (ICMM). This has seen us develop new policies on sustainability and climate change, and develop new objectives, measures and targets in relation to biodiversity, water management and energy efficiency. In April 2019 we released the findings of the Independent Technical Review Board into the root cause of the Cadia Northern Tailings Storage Facility embankment slump that occurred in March 2018. Newcrest is a working group member of the ICMM Tailings Review and, together with other industry leaders, we are committed to the ICMM approach to the governance of tailings storage facilities. It is a key issue for us and the communities we operate in, and an area we will continue to work closely on, both within Newcrest and in collaboration with our peers in the industry. The achievements made throughout the year were only possible due to the commitment and tenacity of the Newcrest team. Our people are the engine behind our results and I thank them for their continued efforts and high performance. Over the past 12 months we have continued to focus on building the leadership capability and career paths of our people through our tailor-made talent, leadership and management development programmes, and the establishment of talent councils specifically to identify career opportunities to help our people reach their full potential. We also launched our Diversity and Inclusion Strategy, with specific targets that will continue to increase our representation of women and local and national employees across the business globally. Our annual company-wide Organisational Health survey has again shown a continual improvement, with Newcrest now ranking in the top quartile of ‘healthy’ organisations surveyed. Reaching top quartile health was one of our 2020 aspirations and a result of the transformation work undertaken across the Company over the past five years. We enter the next financial year in a strong position and continue to focus on our ‘Forging a stronger Newcrest’ business strategy as we strive to realise our future aspirations. Thank you to our people, shareholders, suppliers, customers and local communities for your continued support. SANDEEP BISWAS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER * Mineral Resources and Ore Reserves are as at 31 December 2018. See pages 28 to 31 of this Annual Report. NEWCREST 2019 ANNUAL REPORT 12 I I I Y T L B A N A T S U S & Y T E F A S Safety & Sustainability At Newcrest, we view safety and sustainability as more than risks to be managed. They provide opportunities to show our values in action; to deliver on the commitments we make to our people, and our communities; to operate safely, healthily, efficiently, ethically and transparently. Our goal is to create a work environment where everyone can go home safe and healthy every day. We empower our people to stop work if it is not safe. We strive to create an environment where everyone can make a difference and share their concerns, insights and learnings with others. The Safety Transformation Plan, which began in 2015, continues to direct our efforts and deliver results. Safety is strongest when the three elements of culture, controls and systems are aligned. Our safety culture, behaviours and actions are led by NewSafe. Our Critical Control Management programme puts in place the review, approval and verification steps for high-risk tasks. Process Safety management targets wider system risks, such as operating plant designs and chemical and energy hazards. In FY19 we had no fatalities, ending the year with a total recordable injury frequency rate of 2.3 per million hours worked. Our overarching aim remains the elimination of fatalities and life-changing injuries from our business. Complementing the Safety Transformation Plan are Newcrest’s programmes in health, hygiene and community health. Key focus areas for these programmes include workplace monitoring and controlling potential occupational health exposures, fatigue, and mental and physical health and wellbeing. In FY19, we continued the delivery of fatigue management programmes and mental health first aid training courses developed in 2018. Monitoring and reducing potential workplace exposures remained a key part of our health and hygiene programme with all sites undertaking activities to identify and reduce exposures. Our new Sustainability Framework provides a structure for how sustainability is governed across the business. The framework builds on Newcrest’s transformation plan to clearly articulate our vision and commitment to sustainability, and how we will deliver on our commitments through a series of supporting objectives and targets. Through the development of our framework, we have also identified and strengthened specific areas in sustainability. We developed new policies, objectives and targets on a range of sustainable mining topics including biodiversity, water management, responsible supply chains, energy efficiency and climate change and we have begun integrating them through our business. To promote low-emissions technologies in our business, we have set the target of 30% reduction in greenhouse gas emissions intensity, by 2030 against a 2018 baseline, as measured by the metric of kg CO2-e/ per tonnes of ore treated. For business planning, including new acquisitions and key capital expenditures, we will include carbon price scenarios ranging between $25 and $50 a tonne of CO2-e in our business case sensitivity analysis for jurisdictions where there is no regulated carbon price. In 2019 we committed to transparently disclose our performance in accordance with the Taskforce on Climate-Related Financial Disclosure (TCFD) framework. The TCFD provides a framework to apply the risks and opportunities of climate change and the transition to a lower- carbon economy. We will progressively report our progress against the TCFD in our Sustainability Report. In the past year Newcrest has also played an active role in discussions on global tailings facilities standards, and published a list of its facilities, their design and use. In April 2019 we released the expert report prepared in relation to the 2018 slump of a part of Cadia’s Northern Tailings Storage Facility. The expert report was shared with the industry including the International Council on Mining and Metals (ICMM) and the Minerals Council of Australia (MCA), where we seek to contribute to raising standards and harness the industry’s collective insights. Our approach to sustainability also includes community agreements and partnerships to foster socio-economic advancement. Newcrest and its employees are involved in targeted local community programmes, ranging from indigenous employment and training, education, mental health and awareness programmes to agribusiness and social housing initiatives. These activities reflect our commitment to work with industry, governments, local communities and other key stakeholders, to explain our activities and build long-term economic opportunities and social capacity within the communities in which we operate. FORGING A STRONGER NEWCREST People We aim to create a diverse and inclusive environment where all our people feel safe and valued, and they have the training and support they need to deliver superior results. 13 E L P O E P measure the company’s Organisational Health in an annual survey. This year, a record 86% of employees and contractors participated in the survey, indicating high levels of employee engagement and a culture of comfort in providing feedback, which are important factors in building inclusive teams. The results from this year’s survey demonstrate our continued improvement and transformation of workplace culture, with Newcrest now ranked in the top quartile of surveyed organisations. This year, for the first time, we also included elements of workforce diversity and inclusion in the Organisational Health survey. More than 95% of respondents said they were aware of Newcrest’s commitment to creating a diverse and inclusive workplace. We continue to evolve our tailor-made leadership and management development programmes to help Newcrest’s people deliver on our 2020 aspirations detailed in the “Forging a stronger Newcrest” strategy document. This year we also established Talent Councils, helping us sharpen our focus on engaging and retaining employees, as well as identifying career opportunities to help our people reach their full potential. During this financial year, Newcrest launched its first public Diversity and Inclusion Strategy, with targets taking us through to FY21. Measures look at both quantitative and qualitative performance, as well as focusing on specific targets, that include: – Continuing to increase the representation of women across our business globally, with additional concentration on the representation of females in leadership roles within our business; and – Improving the representation of Aboriginal/Torres Strait Islander employees in our Australian business and representation of indigenous, local and national employees globally. Across Newcrest, we continue to focus on the relatively low representation of women in technical and operational roles, combined with low representation of men in support and administration roles. These traditional gender role perceptions require sustained cultural, social and behavioural change, which we aim to address through our Diversity and Inclusion Strategy. The Strategy includes targeted activities and initiatives such as continued attention on improved education to reduce unconscious bias and specific communication regarding the benefits of diverse workforces. Fostering a diverse and inclusive work environment goes beyond gender. It is about having a culture that values and respects differences. Every year we NEWCREST 2019 ANNUAL REPORT14 Y D O B E R O G N S A E L E R I I L A T N E T O P Value for Newcrest shareholders always underpins our approach to growth. SANDEEP BISWAS MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER Newcrest is the operator of Red Chris Located in British Columbia, in the “Golden Triangle”, host to numerous copper-gold porphyry deposits A two-stage transformation is expected to deliver significant value to shareholders RED CHRIS MINE, CANADA Open pit at Red Chris, British Columbia, Canada FORGING A STRONGER NEWCREST Releasing orebody potential 15 Y D O B E R O G N S A E L E R I I L A T N E T O P I S In March 2019, and following an intensive due diligence process, R Newcrest entered into an agreement with Imperial Metals to H C acquire 70% of the Red Chris Mine. The acquisition completed D E on 15 August 2019. At Newcrest, we see this as a meaningful, R yet measured entry into North America. We believe Red Chris has the potential to be transformed into a Tier One orebody through the application of our technical expertise. The size of this transaction was readily accommodated by Newcrest’s strong cashflows and did not put at risk our strong balance sheet and liquidity position. Importantly, Newcrest has identified several opportunities to add value through application of our technical capabilities via a two stage transformation approach. Stage One: the application of our Edge programme, where we see opportunities at Red Chris to add value in areas including: Stage Two: the application of our industry-leading technical expertise, technology and innovation. Red Chris is an orebody which has geological and metallurgical similarities to the Cadia orebodies. These similarities have enabled us to confidently identify several opportunities to add value through the application of: – block caving – coarse ore flotation – the improvement of ore body knowledge – mass sensing and sorting – grade and process control – extensional resource and exploration drilling Since the transaction closed, Newcrest has immediately begun work on the transformation and operations integration, commencing resource and exploration drilling, pit optimisation and process plant optimisation work streams and two concept studies on block cave design and selective processing. N O R E V A H I In March 2019, we also announced that Newcrest had entered into a farm-in agreement with Greatland Gold for the Havieron tenement, situated just 45km from Telfer. Further drilling is required to confirm the possibility of a high grade underground mine. If successful, the high grade ore extracted from the mine could be transferred to Telfer, which could materially improve its All-In Sustaining Cost per ounce and increase its mine life. Telfer is the largest processing facility in the highly prospective Paterson Province, the province in which the Havieron tenement is located. With sufficient capacity and capability to process other discoveries, Newcrest believes the Paterson province presents significant additional opportunity for Telfer in the future. Newcrest has commenced drilling at Havieron and initial drilling results have been encouraging. NEWCREST 2019 ANNUAL REPORT 16 I I N O T S O P O R P E U L A V ’ S T S E R C W E N Newcrest’s value proposition Long reserve life 54moz Gold Ore Reserves With an estimated 54 million ounces of gold Ore Reserves1, Newcrest’s Reserve Life was approximately 22 years at 30 June 20192 Delivering on commitments $4.2b Free cash flow delivered over 5.5 years Newcrest strives to deliver on its commitments. In FY19, Newcrest successfully delivered on a number of these, including: – Met group production and cost guidance – Achieved an annualised 15mtpa sustainable mill throughput rate at Lihir (in June 2019 quarter) – Developed Climate Change Policy and set emissions targets for 2030 – $55m in total community payments and expenditures on community services and development projects – Returned capital to shareholders first, with a dividend of US22 cents per share, as governed by our dividend policy Additional achievements include: – First quartile Organisational Health Score – 6th consecutive year of positive free cash flow Low cost production Five years of achieving an All-In Sustaining Cost below $850/oz has resulted in Newcrest consistently realising an AISC margin of over $400/oz in each of FY15, FY16, FY17, FY18, and FY19. 1,221 1,166 1,263 1,308 1,269 780 762 787 835 738 FY15 FY16 FY17 FY18 FY19 AISC Margin $/oz AISC $/oz 1500 1200 900 600 300 0 1. See page 30 of this Annual Report. An updated Reserves and Resources statement will be issued in February 2020. 2. Reserve life is indicative and calculated as proven and probable gold reserves (contained metal) as at 31 December 2018 divided by gold production for the 12 months ended 30 June 2019. 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. NEWCREST’S VALUE PROPOSITION Organic growth options Newcrest is focussed on maximising the profitable cash generation potential of its existing assets, projects and exploration prospects. 17 I I N O T S O P O R P E U L A V ’ S T S E R C W E N Cadia Work continued on the Cadia Expansion Feasibility Study, which remains on track to be submitted for Board approval by the end of December 2019. Cadia continued early works on the next Cadia East block cave, PC2-3, which is located to the east of the current mining operations. The early works include establishing access and a ventilation system. The Cadia Molybdenum Plant Feasibility Study was gated to Execution during the year, at an estimated capital cost of $95m, with commissioning of the plant expected in FY22. The Molybdenum Plant is expected to deliver an additional revenue stream for Cadia in the form of a molybdenum concentrate which will be a by-product credit to AISC per ounce. Lihir Lihir achieved the target of an annualised 15mtpa sustainable mill throughput rate in the June 2019 quarter. Having achieved this target, Lihir is looking to stabilise throughput at or slightly above these levels and increase focus on lifting recovery rates to maximise overall gold production and cash flow in the future. Wafi-Golpu Recent developments in Papua New Guinea (PNG) have resulted in a delay to permitting of the Wafi-Golpu Project. These developments include a period of internal political contest culminating in the Parliament’s election of a new Prime Minister, as well as the delay associated with legal proceedings between the National Government and the Morobe Provincial Government regarding the internal distribution of PNG’s economic interests in the project. These developments have compelled the Wafi-Golpu Joint Venture (WGJV) to defer and revise the work programme it had planned to commence in FY20. General operation of the site, community programmes, environmental monitoring and engineering activity all continue, although at a reduced scale. The project team in Brisbane has been redeployed and reduced in order to mitigate the costs of the delay. The PNG Government continues to signal its support for the project and the WGJV is well placed to resume discussions with the PNG Government given the constructive progress already made on the various agreements required for completion of the permitting process and the grant of a Special Mining Lease. It is difficult to estimate the duration of this delay and the market will be advised when discussions recommence. NEWCREST 2019 ANNUAL REPORT 18 Financially robust I I N O T S O P O R P E U L A V ’ S T S E R C W E N Newcrest’s financial metrics have improved significantly over the past five years and supported ratings upgrades from both Standard & Poor’s and Moody’s during the year. The strong financial performance has enabled the Board to announce dividends relating to FY19 totalling US22 cents per share. IMPROVED LEVERAGE RATIO IMPROVED GEARING 0.2X 4.9% INVESTMENT GRADE BBB/Baa2 SUBSTANTIAL LIQUIDITY $3.6b REDUCED NET DEBT TO LONG AVERAGE DEBT MATURITY $395m ~8 years All figures as at 30 June 2019, arrows represent direction since 30 June 2018. NEWCREST’S VALUE PROPOSITION Exploration & technical capability Newcrest’s capabilities to find, develop, mine and process a diverse range of orebodies – including lower grade, complex, refractory, deep, narrow or those in poor ground – have been enhanced by ongoing innovation and problem-solving. It is Newcrest’s capability in bulk underground mining, particularly block caving, which truly sets it apart and positions Newcrest to take advantage of future discoveries. Indicative schematic of Cadia East Block Caves. Our experienced exploration team targets regions that leverage our strong suite of technical capabilities and competitive strengths, including: – Our ability to mine and process a diverse range of gold/copper deposits – Our expertise in exploration for porphyry and epithermal gold-rich deposits Transformative technology helps exploration work faster and smarter 19 I I N O T S O P O R P E U L A V ’ S T S E R C W E N Newcrest’s Exploration team is applying innovative field-based analytical technology that enable geologists to make faster and better-informed decisions at the time of drilling. We are early adopters of high-resolution core logging technologies that provide consistent, reliable geological data, in near real-time, at the drill site. This technology means that we have decision critical data within hours. It is now possible to visualise our drilling data within an hour of rock being extracted from the ground. Newcrest, working with key technology partners, have co-created new workflows in the automated mapping of drill cores. We have combined multiple core-based scanning technologies to maximize value from our drilling. The TruScan™ geo-analysis tool, developed by Boart Longyear, is designed to provide same-day continuous acquisition of high-density geochemical data. While not replacing traditional assays, this technology provides data vital for our geologists to make more accurate and timely decisions, through faster and smarter targeting. Our innovative way of mapping drill cores create huge volumes of data. We are analysing this data in new ways working with data scientists, mathematicians and computer vision specialists to embed real-time analytics and machine-driven geology-led predictive technologies – this is transforming how we explore. On site core analysis in real time NEWCREST 2019 ANNUAL REPORT The Board 20 D R A O B E H T PETER HAY SANDEEP BISWAS LLB, FAICD Independent Non-Executive Chairman BEng (Chem) (Hons), FAusIMM Managing Director and Chief Executive Officer 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. 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 Hay has a strong background and breadth of experience in business, corporate law, finance and investment banking advisory work, with 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 and is a former member of the Australian Takeovers Panel. Current Listed Directorships – Chairman of Vicinity Centres (from 2015) Other Current Directorships/appointments – Chairman of Australia Pacific Airports Corporation (from July 2019) – Member of AICD Corporate Governance Committee – Director of Cormack Foundation (from 2005) 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. Current Directorships/appointments – Vice Chairman of the Minerals Council of Australia – Director of the World Gold Council (from 2017) – Member of ICMM Council   OUR COMPANY 21 D R A O B E H T GERARD BOND PHILIP AIKEN AM XIAOLING LIU BComm, Graduate Diploma Applied Finance and Investment, Chartered Accountant, F Fin 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. Other Current Directorships/ appointments – Alternate Director of the World Gold Council BEng (Chemical), Advanced Management Program (HBS) Independent Non-Executive Director Mr Aiken was appointed to the Board in April 2013. He is Chairman of the Human Resources and Remuneration Committee and a member of the Safety and Sustainability 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) BEng (Extractive Metallurgy), PhD (Extractive Metallurgy), GAICD, FAusIMM, FTSE 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 Audit and Risk Committee and the Nominations 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 Directorships/appointments – Director of Gammon China Limited (Chairman during 2018, Director from 2019) – Business Ambassador, Business Events Sydney (from 2016) Current Listed Directorships – Director of South 32 Limited (from 2017) Other Current Directorships/ appointments – Director of Melbourne Business School – Chairman of Australia Day Foundation (from 2016) (from 2007) – Member of the China Matters Advisory Council (from 2017) Former Listed Directorships (last 3 years) – Director of Iluka Resources Limited (2016 – 2019) NEWCREST 2019 ANNUAL REPORT The Board continued 22 D R A O B E H T ROGER HIGGINS VICKKI MCFADDEN BComm, LLB Independent Non-Executive Director Ms McFadden was appointed as Non-Executive Director of the Board in October 2016. She is Chairman of the Audit and Risk Committee and a member of the Human Resources and Remuneration Committee. Skills, experience and expertise Ms McFadden is an experienced company director and has broad experience in several roles as member or chairman of audit and risk committees. Ms McFadden has an extensive background in finance and law. She is a former investment banker with considerable expertise in corporate finance transactions, having served as Managing Director of Investment Banking at Merrill Lynch in Australia and as a Director of Centaurus Corporate Finance and a former President of the Australian Takeovers Panel. Current Listed Directorships – Chairman of The GPT Group (from 2018) – Director of Tabcorp Holdings Limited (from 2017) Other Current Directorships/appointments – Director of The Myer Family Investments Pty Ltd (from 2011) – Member of the Advisory Board and Executive Committee of the UNSW Business School (from 2006) BE (Civil Engineering) (Hons), MSc (Hydraulics), PhD (Water Resources), Stanford Executive Program, FIEAust, FAusIMM Independent Non-Executive Director Dr Higgins was appointed as Non-Executive Director to the Board in October 2015. He is Chairman of the Safety and Sustainability Committee and a member of the Human Resources and Remuneration 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 WorleyParsons Limited (from 2019) – Chairman of Minotaur Exploration Limited (Director from 2016, Chairman from 2017) Other Current Directorships/appointments – Director of Ok Tedi Mining Limited (from 2014) – Member of the Sustainable Minerals Institute Advisory Board, University of Queensland (from 2016) – Member of the Energy and Resources Advisory Board, University of Adelaide (from 2019) Former Listed Directorships (last 3 years) – Director of Metminco Limited (2013 – 2019) OUR COMPANY 23 D R A O B E H T Conveyors at Telfer, Western Australia PETER TOMSETT BEng (Mining) (Hons), MSc (Mineral Production Management), GAICD Independent Non-Executive Director Mr Tomsett was appointed as a Non-Executive Director of the Board in September 2018. He is a member of the Audit and Risk Committee and the Safety and Sustainability Committee. Skills, experience and expertise Mr Tomsett has extensive and deep gold mining and international business experience as both an executive and non-executive director of a broad range of mining companies listed on the Australian, Toronto, New York and London stock exchanges. His last executive role was as the President and Chief Executive Officer of global gold and copper company, Placer Dome Inc, where he worked for 20 years in project, operational and executive roles. He has been the Chairman and Managing Director of Kidston Gold Mines Ltd and the Non-Executive Chairman of Equinox Minerals Ltd and Silver Standard Resources Inc. He has also held numerous other Board positions in mining, energy and construction companies and associations including as a Director of OZ Minerals Ltd, Acacia Mining plc, Talisman Energy Inc, North American Energy Partners Inc, Africo Resources Ltd, World Gold Council, Minerals Council of Australia, and International Council for Mining and Metals. Former Listed Directorships (last 3 years) – Director of OZ Minerals Ltd (2017 – 2018) – Director of Acacia Mining plc (2013 – 2017) – Chairman of Silver Standard Resources Inc (Director 2006 – 2017, Chairman 2008 – 2017) NEWCREST 2019 ANNUAL REPORT Mineral Resources and Ore Reserves As at 31 December 2018, Group Ore Reserves are estimated to contain 54 million ounces of gold, 7 million tonnes of copper and 36 million ounces of silver. This represents a decrease of approximately 8.1 million ounces of gold (~13%), 3.5 million tonnes of copper (~34%) and 0.6 million ounces of silver (~2%) compared with the estimate as at 31 December 2017. The Group Ore Reserves estimates as at 31 December 2018 are set out in the Ore Reserve tables. The Group Ore Reserves as at 31 December 2018 includes the following changes: – Estimated mining depletion of approximately 3.1 million ounces of gold, 0.1 million tonnes of copper and 1 million ounces of silver, offset by minor additions at operating sites. – Removal of the Cadia Hill open pit Ore Reserve estimated to contain 1.5 million ounces of gold and 0.13 million tonnes of copper following approval to use the Cadia Hill open pit as tailings disposal for Cadia East, precluding any future mining in Cadia Hill (refer to market release “Cadia Expansion Pre-Feasibility Study Findings” dated 22 August 2018). – Removal of Newcrest’s 71.82% interest in the Namosi Waisoi open pit Ore Reserve estimated to contain 3.7 million ounces of gold and 3.6 million tonnes of copper, as it was no longer considered economically mineable under the current economic reporting and technical assumptions. Further evaluation at Namosi Waisoi is currently focused on a combination of open pit and underground block cave as an alternative, but this evaluation is not yet at Pre-Feasibility study level. 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. 24 S E C R U O S E R L A R E N M I S E V R E S E R E R O D N A 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 2018 was released on 14 February 2019, 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 2019 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 2018, Newcrest has completed a detailed review of all production sources. The review has taken into account long term metal prices, foreign exchange and cost assumptions, and mining and metallurgy performance to inform cut-off grades and physical mining parameters. As at 31 December 2018, Group Mineral Resources are estimated to contain 110 million ounces of gold, 19 million tonnes of copper and 93 million ounces of silver. This represents a decrease of approximately 7.6 million ounces of gold (~6%), 0.1 million tonnes of copper (~0.5%) and 0.9 million ounces of silver (~1%), compared with the estimate as at 31 December 2017. The Group Mineral Resources estimates as at 31 December 2018 are set out in the Mineral Resource tables. Mineral Resources are reported inclusive of Ore Reserves. The Group Mineral Resources as at 31 December 2018 includes changes at numerous deposits following updated notional constraining shells and/or resource models. These include: – Estimated mining depletion of approximately 3.2 million ounces of gold, 0.1 million tonnes of copper and 1 million ounces of silver. – Removal of the insitu Cadia Hill open pit Mineral Resource estimated to contain 2.7 million ounces of gold and 0.23 million tonnes of copper following approval to use the Cadia Hill open pit as tailings disposal for Cadia East, precluding any future mining in Cadia Hill. (refer to market release “Cadia Expansion Pre-Feasibility Study Findings” dated 22 August 2018). – Decrease at Telfer, post mining depletion, of approximately 1.1 million ounces of gold and 0.05 million tonnes of copper following updated resource models and re-optimised notional constraining shells for the open pit and reductions underground of in-situ and cave stocks in consideration of the maturity of the Sub Level Cave operation. – Removal of the Séguéla Mineral Resource of 0.43 million ounces of gold following divestment of the project (refer to market release “Newcrest to divest Séguéla for $30m” dated 12 February 2019). MINERAL RESOURCES AND ORE RESERVES 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 – USD/oz Copper – USD/lb Silver – USD/oz Ore Reserve Estimates Gold – USD/oz Copper – USD/lb Silver – USD/oz Long Term Exchange Rate USD: AUD Newcrest, MMJV & NJV 1,300.00 3.40 21.00 1,200.00 3.00 18.00 0.75 Gold, copper and silver metal price assumptions remains unchanged from that used for December 2017 reporting. Following review of exchange rate assumptions the AUD:USD exchange rate assumption has been lowered from 0.80 to 0.75 and local currency assumptions for the PNG Kina have been updated (the Indonesia Rupiah and Côte d’Ivoire Franc remain unchanged). MMJV long term metal price and exchange rate assumptions are aligned to Newcrest assumptions. The Namosi Joint Venture (NJV) long term metal price and exchange rate assumptions have been aligned to Newcrest assumptions as at 31 December 2018. Where appropriate, Mineral Resources are also spatially constrained within notional mining volumes based on metal prices of USD 1,400/ oz for gold and USD 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 2018, 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). 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. 25 Competent Person Statement 1. The Annual Mineral Resources and Ore Reserves Statement and Explanatory Notes have been compiled by Mr K. Gleeson. Mr Gleeson is the Head of Mineral Resource Management, a full-time employee of Newcrest Mining Limited and holds options and shares in Newcrest Mining Limited and is entitled to participate in Newcrest’s executive equity long term incentive plan, details of which are included in Newcrest’s 2019 Remuneration Report. He is a Fellow 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 material in this report in the form and context in which it appears. 2. The information in this Annual Report that relates to Mineral Resources or Ore Reserves as at 31 December 2018 has been extracted from the release titled “Annual Mineral Resources and Ore Reserves Statement – 31 December 2018” dated 14 February 2019 (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 2018: a. for Gosowong Ore Reserves, is based on and fairly represents information and supporting documentation prepared by the following Competent Persons 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 these persons referenced in paragraph (3) above, other than Mr G. Job, was at the reporting date a full-time employee of Newcrest Mining Limited or its relevant subsidiaries, holds options (and in some cases, shares) in Newcrest Mining Limited and is entitled to participate in Newcrest’s executive equity long term incentive plan, details of which are included in Newcrest’s 2019 Remuneration Report. 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. NEWCREST 2019 ANNUAL REPORTMINERAL RESOURCES AND ORE RESERVESMineral Resources and Ore Reserves continued 26 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 2018 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 every three years (unless agreed by RRSC) or where there is a material change and endorsement of the Annual Mineral Resources and Ore Reserve Statement by the RRSC prior to release to the market. Changes Since 31 December 2018 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 2018 other than changes due to normal mining depletion and other adjustments that occurred during the six months ended 30 June 2019. These changes are summarized 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 material changes were made to those assumptions during the period to 30 June 2019. However, in preparing the Annual Statement of Mineral Resources and Ore Reserves for the period ended 31 December 2019, Newcrest proposes to review long-term foreign exchange rate, metal price and cost assumptions. There are also specific ongoing studies to maximize the value of operations at Lihir, Telfer, and Cadia that may be incorporated into the Mineral Resource and Ore Reserve assumptions for the period ending 31 December 2019. Cadia Expansion Feasibility Study following on from the Pre-Feasibility Study for the Cadia Expansion is expected to be completed by end of December 2019. In addition Newcrest’s 75%-owned Indonesian subsidiary, PT Nusa Halmahera Minerals (PT NHM), has entered into an amendment agreement with the Government of Indonesia to amend the Gosowong Contract of Work (CoW), and as a result, Newcrest must divest at least another 26% from its current shareholding percentage of 75%. At this stage, the impact that the assumption changes or outcomes of the ongoing studies and amended Gosowong Contract of Work (CoW), will have on Newcrest’s Mineral Resources and Ore Reserves estimates for the period ending 31 December 2019 has not been determined. Red Chris (Canada) On 11 March 2019 Newcrest announced that it had entered into an agreement with TSX-listed Imperial Metals Corporation to acquire a 70% joint venture interest in, and operatorship, of the Red Chris Mine and surrounding tenements in British Columbia, Canada (refer market release “Newcrest to acquire potential Tier 1 orebody in Canada”, dated 11 March 2019). Red Chris is a copper-gold porphyry with an operating open-pit mine. Since completion of the transaction (refer market release “Newcrest completes 70% acquisition of Red Chris”, dated 16 August 2019), Newcrest has commenced a work program, which includes additional exploration and resource definition drilling, resource optimisation for both open pit and underground mining scenarios and pre- feasibility level studies to define the high value optimum plan for evaluation of the foreign estimates reported by Imperial Minerals Corporation in relation to Red Chris and reporting as Mineral Resources and Ore Reserves in accordance with JORC 2012. This work is expected to be completed within three years and will be funded using internal cash reserves. 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 2018 have only occurred at Cadia East as detailed below. 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 Panel Cave 1 (PC1) commenced in January 2013. Commercial production from Panel Cave 2 (PC2) commenced in October 2014. MINERAL RESOURCES AND ORE RESERVESMINERAL RESOURCES AND ORE RESERVES27 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. On 23 June 2018 Newcrest’s 75%-owned Indonesian subsidiary, PT Nusa Halmahera Minerals (PT NHM), has entered into an amendment agreement with the Government of Indonesia to amend the Gosowong Contract of Work (CoW). Under this agreement Indonesian parties must own at least 51% of PT NHM within two years of signing the amendment agreement. As a result, Newcrest must divest at least another 26% interest from its current shareholding percentage of 75%. Changes to Mineral Resources and Ore Reserves at Gosowong since 31 December 2018 have only occurred at the two producing mines detailed below. Kencana Underground Since 31 December 2018, the Mineral Resource and Ore Reserves have changed through mining depletion and from infill and near mine exploration drilling and resource updates. The Mineral Resource has decreased by 0.04 million ounces of gold and the Ore Reserve has decreased by 0.02 million ounces of gold. Toguraci Underground Since 31 December 2018, the Mineral Resource and Ore Reserves have changed through mining depletion and from infill and near mine exploration drilling and resource updates. The Mineral Resource has decreased by 0.07 million ounces of gold and the Ore Reserve has decreased by 0.04 million ounces of gold. MMJV Wafi-Golpu Project (PNG) No change in Ore Reserves or Mineral Resources has been made since 31 December 2018 for Golpu. Updated Mineral Resources estimate for Wafi since December 2018 has increased Mineral resource by 0.06 million ounces of gold and 2.7 million ounces silver (Newcrest 50% share). No change to the Nambonga Mineral Resource have been made since 31 December 2018. During the year, Cadia progressed its growth opportunities including its expansion plans, with the findings of the Cadia Expansion Feasibility Study expected to be released by the end of December 2019. In conjunction with the study, Cadia commenced early works on the next block cave of Cadia East, PC2–3. The Early Works Project includes establishing access and a ventilation system for the PC2–3 block cave. It also includes development of the first components of the materials handling system and the crushing station, as well as the cave engineering level for hydrofracturing the ore body. Changes to the Mineral Resource and Ore Reserve since 31 December 2018 were due to mining depletion for decrease of 0.6 million ounces of gold and 0.06 million tonnes of copper. Ridgeway No change in Ore Reserves or Mineral Resources has been made since 31 December 2018. 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. Underground selective and bulk long hole open stope mining methods are used for excavation of the high-grade reefs and Western Flanks respectively, while stockwork ore and waste are mined using sub level cave bulk mining method. Underground sub level cave bulk mining ore and Western Flanks bulk open stope ore is hoisted to the surface via a shaft. Changes to Mineral Resources and Ore Reserves at Telfer since 31 December 2018 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 (including stockpile reclaim). Since 31 December 2018, the Mineral Resource has been depleted by 0.15 million ounces of gold and <0.01 million tonnes of copper and the Ore Reserve has been depleted by 0.10 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 and Western Flanks reef and stockwork mining. Since 31 December 2018, both the Mineral Resource and Ore Reserve have been depleted by 0.1 million ounces of gold and less than <0.01 million tonnes of copper. 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 2018 have occurred in both open pit and stockpiles and have comprised the depletion of 0.7 million ounces of gold from both Mineral Resource and Ore Reserve. NEWCREST 2019 ANNUAL REPORTMINERAL RESOURCES AND ORE RESERVESMineral Resources and Ore Reserves continued 28 2018 Mineral Resources as at 31 December 2018 Dec-18 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-18 Total Resource Comparison to Dec-17 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 Vik Singh Other Total Cadia Province Main Dome Open Pit (incl. stockpiles) West Dome Open Pit Telfer Underground Other Total Telfer Province Lihir Gosowong (1) Seguela Ashok Doorgapershad Glenn Patterson-Kane Denny Lesmana Paul Kitto Total Operational Provinces Non-Operational Provinces MMJV – Golpu / Wafi & Nambonga (50%) (2) David Finn / Greg Job Namosi JV (71.82%) (3) Vik Singh Total Non-Operational Provinces Total Gold Mineral Resources – – – – 2,900 0.36 110 0.57 33 0.30 80 0.35 – 41 11 – 2,900 0.36 34 3,000 0.37 0.38 0.70 150 120 0.52 0.37 150 300 0.52 0.43 2.4 1.5 38 35 2.4 4.1 42 5.5 0.38 18 0.67 0.27 0.25 24 0.60 0.46 40 0.68 0.87 – – – – – – 150 0.63 0.15 0.41 150 0.63 39 0.44 1.7 2.9 12 4.4 1.5 1.1 50 4.9 1.6 1.3 3.1 2.7 0.20 6.4 200 0.62 61 4.9 1.6 1.3 4.0 3.1 0.20 8.2 85 2.0 540 2.3 67 2.3 690 2.3 50 710 2.3 52 – – – – – – 2.8 – 10 0.57 9.2 3.3 – – – – 10 – 1.1 – 96 3.7 5.8 10 2.3 1.2 0.43 100 – 400 0.86 100 0.72 500 0.83 13 500 0.83 13 – 1,300 0.11 120 0.08 1,400 0.11 4.9 1,600 0.11 18 110 5.4 19 120 Dec-18 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-18 Total Resource Comparison to Dec-17 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) Insitu Copper (million tonnes) Dry Tonnes (million) Copper Grade (% Cu) Insitu Copper (million tonnes) Operational Provinces Cadia East Underground Ridgeway Underground Vik Singh Other Total Cadia Province Main Dome Open Pit (incl. stockpiles) West Dome Open Pit Telfer Underground Other O’Callaghans Ashok Doorgapershad Total Telfer Province Total Operational Provinces Non-Operational Provinces MMJV – Golpu / Wafi & Nambonga (50%) (2) David Finn / Greg Job Namosi JV (71.82%) (3) Vik Singh Total Non-Operational Provinces Total Copper Mineral Resources – – – – 2,900 0.26 110 0.30 33 0.13 80 0.19 – 41 11 – 2,900 0.26 7.6 3,000 0.26 7.7 0.40 0.52 150 120 0.33 0.48 0.20 0.25 150 300 0.33 0.48 0.16 0.48 8.3 8.7 5.5 0.094 18 0.093 0.27 0.013 24 0.092 0.022 33 0.077 0.026 – – – – – – – – – – 150 0.062 0.15 0.026 150 0.062 0.095 200 0.058 0.12 39 0.39 – – 12 14 0.42 0.37 69 0.29 9.0 0.24 50 14 78 0.40 0.20 0.37 0.052 0.29 0.22 61 14 78 0.40 0.24 0.37 0.052 0.29 0.22 0.59 8.9 0.66 9.3 – 340 1.1 92 0.68 440 1.0 4.4 430 1.0 4.4 – 1,300 0.35 330 0.37 1,600 0.35 5.7 1,600 0.35 10 19 5.4 10 19 MINERAL RESOURCES AND ORE RESERVESMINERAL RESOURCES AND ORE RESERVESDec-18 Mineral Resources Measured Resource Indicated Resource Inferred Resource Dec-18 Total Resource Comparison to Dec-17 Total Resource 29 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) Insitu Silver (million ounces) Dry Tonnes (million) Silver Grade (g/t Ag) Insitu Silver (million ounces) Operational Provinces Cadia Valley Operations Vik Singh Gosowong (1) Denny Lesmana – – Total Operational Provinces Non-Operational Provinces MMJV – Golpu / Wafi (50%) (2) David Finn / Greg Job Total Non-Operational Provinces Total Silver Mineral Resources – 3,000 0.68 41 0.43 3,100 0.68 67 3,100 0.68 – 2.8 15 0.57 11 3.3 14 3.7 14 1.5 69 – – 400 1.6 79 1.3 480 1.6 24 480 1.6 24 93 68 1.7 70 24 24 94 Dec-18 Mineral Resources Tonnes Grade Contained Metal Polymetallic Mineral Resources (inclusive of Polymetallic Ore Reserves) Competent Person O’Callaghans Measured Indicated Inferred Total Polymetallic Mineral Resources Measured Indicated Inferred Ashok Doorgapershad Ashok Doorgapershad Comparison to Dec-17 Total Polymetallic Mineral Resources 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 78 – – – – – – 0.34 0.25 0.33 0.53 0.19 0.49 0.26 0.11 0.24 0.24 0.36 0.18 0.023 0.017 0.0097 0.26 0.38 0.19 – – – – – – 0.34 0.25 0.33 0.53 0.19 0.49 0.26 0.11 0.24 0.24 0.36 0.18 0.023 0.017 0.0097 0.26 0.38 0.19 NOTE: Data are 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. 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. 3. Namosi refers to the Namosi unincorporated joint venture, in which Newcrest has a 71.82% interest. The figures shown represent 71.82% of the Mineral Resource at December 2018 compared to 71.42% of the Mineral Resource at December 2017. NEWCREST 2019 ANNUAL REPORTMINERAL RESOURCES AND ORE RESERVESMineral Resources and Ore Reserves continued 30 2018 Ore Reserves as at 31 December 2018 Dec-18 Ore Reserves Proved Reserve Probable Reserve Dec-18 Total Reserve Comparison to Dec-17 Total Reserve 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) – – – – – – 1,400 0.47 1,400 0.47 21 1,400 0.48 80 0.54 80 0.54 1.4 – – – – – 22 80 86 0.54 0.53 22 1.4 1.5 25 5.5 0.38 3.7 0.72 9.3 0.52 0.15 21 0.56 0.38 – – 63 4.9 0.75 1.9 63 4.9 0.75 1.5 1.9 0.30 65 8.0 0.76 1.6 1.7 0.43 Otto Richter Steven Butt Jimmy Suroto – – 85 – 2.0 240 – 1.4 2.4 8.1 330 1.4 2.3 8.1 2.0 24 0.37 49 Gold Ore Reserves Competent Person Operational Provinces Cadia East Underground Ridgeway Underground Geoffrey Newcombe Other Total Cadia Province Main Dome Open Pit (incl. stockpiles) West Dome Open Pit Telfer Underground Total Telfer Province Lihir Gosowong (1) Total Operational Provinces Non-Operational Provinces MMJV – Golpu (50%) (2) Pasqualino Manca Namosi JV (71.82%) (3) Geoffrey Newcombe – – – – Total Non-Operational Provinces Total Gold Ore Reserves 200 0.86 200 0.86 5.5 – – – – – 5.5 54 340 1.9 2.3 8.0 190 950 0.91 0.12 2.4 25 0.48 53 5.5 3.7 9.2 62 Dec-18 Ore Reserves Proved Reserve Probable Reserve Dec-18 Total Reserve Comparison to Dec-17 Total Reserve Copper Ore Reserves Competent Person Operational Provinces Cadia East Underground Ridgeway Underground Geoffrey Newcombe Other Total Cadia Province Main Dome Open Pit (incl. stockpiles) West Dome Open Pit Telfer Underground O’Callaghans Total Telfer Province Otto Richter Total Operational Provinces Non-Operational Provinces MMJV – Golpu (50%) (2) Pasqualino Manca Namosi JV (71.82%) (3) Geoffrey Newcombe Total Non-Operational Provinces Total Copper Ore Reserves Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Dry Tonnes (million) Copper Grade (% Cu) Insitu Copper (million tonnes) Dry Tonnes (million) Copper Grade (% Cu) Insitu Copper (million tonnes) – – – – – – 1,400 0.30 1,400 0.30 4.1 1,400 0.28 4.0 80 0.28 80 0.28 0.23 – – – – – 4.3 80 86 0.28 0.23 0.15 0.13 4.3 5.5 0.094 3.7 0.080 9.3 0.088 0.0082 15 0.090 0.013 – – – – – – – – – – 63 0.076 63 0.076 0.048 65 0.074 0.048 4.9 44 0.29 0.29 4.9 44 0.29 0.014 0.29 0.13 8.0 44 0.28 0.023 0.29 0.13 0.20 4.5 200 1.2 200 1.2 2.5 – – – – – 2.5 7.0 190 950 1.3 0.37 0.21 4.5 2.4 3.6 5.9 10.0 MINERAL RESOURCES AND ORE RESERVESMINERAL RESOURCES AND ORE RESERVESDec-18 Ore Reserves Proved Reserve Probable Reserve Dec-18 Total Reserve Comparison to Dec-17 Total Reserve 31 Silver Ore Reserves Competent Person Operational Provinces 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) Cadia Valley Operations Geoffrey Newcombe Gosowong (1) Jimmy Suroto – – – – 1,400 0.78 1,400 0.78 36 1,500 0.75 36 1.4 12 1.4 12 0.54 1.9 10 0.62 Total Operational Provinces Total Silver Ore Reserves 36 36 37 37 Dec-18 Ore Reserves Tonnes Grade Contained Metal Polymetallic Ore Reserves Competent Person O’Callaghans Proved Probable Total Polymetallic Ore Reserves Proved Probable Otto Richter Otto Richter Comparison to Dec-17 Total Polymetallic Ore Reserves 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) – 44 44 – 44 44 – 0.36 0.36 – 0.36 0.36 – 0.65 0.65 – 0.65 0.65 – 0.32 0.32 – 0.32 0.32 – 0.16 0.16 – 0.16 0.16 – 0.29 0.29 – 0.29 0.29 – 0.14 0.14 – 0.14 0.14 NOTE: Data are 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. 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. 3. Namosi refers to the Namosi unincorporated joint venture, in which Newcrest has a 71.82% interest. The figures shown represent 71.82% of the Ore Reserve at December 2018 compared to 71.42% of the Ore Reserve at December 2017. NEWCREST 2019 ANNUAL REPORTMINERAL RESOURCES AND ORE RESERVESCorporate Governance Statement 32 E C N A N R E V O G E T A R O P R O C T N E M E T A T S 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. 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. CORPORATE GOVERNANCE STATEMENT Table of Contents Directors’ Report Operating and Financial Review Remuneration Report Financial Report Independent Auditor’s Report 34 38 68 89 141 33 T R O P E R L A C N A N F I I NEWCREST 2019 ANNUAL REPORT Directors’ Report 34 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 2019. Directors The Directors of the Company during the year ended 30 June 2019, 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 Sandeep Biswas Gerard Bond Philip Aiken AM Roger Higgins Rick Lee AM Xiaoling Liu Vickki McFadden Peter Tomsett Non-Executive Director and Non-Executive Chairman Managing Director and Chief Executive Officer Finance Director and Chief Financial Officer Non-Executive Director Non-Executive Director Non-Executive Director (resigned on 14 November 2018) Non-Executive Director Non-Executive Director Non-Executive Director (appointed on 1 September 2018) 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 2019 was US$561 million (2018: profit of US$202 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 following dividends of the Company were paid during the year: – Final dividend for the year ended 30 June 2018 of US 11 cents per share, amounting to US$84 million, was paid on 5 October 2018. This dividend was fully franked. – Interim dividend for the year ended 30 June 2019 of US 7.5 cents per share, amounting to US$58 million, was paid on 22 March 2019. This dividend was fully franked. The Directors have determined to pay a final dividend for the year ended 30 June 2019 of US 14.5 cents per share, which will be fully franked. The dividend will be paid on 26 September 2019. 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 a final dividend for the year ended 30 June 2019 of US 14.5 cents per share, which will be fully franked. The dividend will be paid on 26 September 2019. The total amount of the dividend is US$111 million. This dividend has not been provided for in the 30 June 2019 financial statements. Subsequent to year end the Group completed the acquisition of its interest in the Red Chris Joint Venture. Refer Note 38 for details. There have been no other matters or events that have occurred subsequent to 30 June 2019 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. Refer to Note 33 for the number of Performance Rights over unissued ordinary shares at year end. DIRECTORS’ REPORTDIRECTORS’ REPORT35 Non-Audit Services During the year, Ernst & Young (external auditor to the Company), has provided other services in addition to the statutory audit, as disclosed in Note 35 to the financial statements. These other services include sustainability and audit-related assurance services and non-audit services. 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 on 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. The provision of non-audit services represented less than one third of the total amounts paid or payable to Ernst & Young (Australia) and its related practices in the current period. 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 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 (‘PNG’) 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 an internal reporting system covering all sites. Environmental incidents are reported and assessed according to their environmental consequence and environmental authorities are notified where required and remedial action is undertaken. Levels of environmental incidents are categorised based on factors such as spill volume, incident location (onsite or offsite) and environmental consequence. Incident numbers are based on four levels of actual environmental consequence including: 1 (Minor), 2 (Major), 3 (Critical), and 4 (Catastrophic). Level 1 Minor incidents are tracked and managed at a site level and are not reported in aggregate for the Group. The number of incidents reported by level based on actual environmental consequence for the 2019 financial year and 2018 comparative year is shown in the following table. Category Level 2 Level 3 Level 4 2019 – Number of incidents 2018 – Number of incidents 11 11 0 1 0 0 Indemnification and Insurance of Directors and Officers Newcrest indemnifies each Director, Secretary and Executive Officer of Newcrest and its subsidiaries against any liability related to, or arising out of, the conduct of the business of Newcrest or its subsidiaries or the discharge of the Director’s, Secretary’s or Executive Officer’s duties. These indemnities are given to the extent that Newcrest is permitted by law and its Constitution to do so. No payment has been made to indemnify any Director, Secretary and Executive Officer of the Company and its subsidiaries during or since the end of the financial year. 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 Newcrest 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. Information on Directors Details of the Directors’ qualifications, experience and special responsibilities are set out on pages 20 to 23. These details have been updated since 16 August 2019. NEWCREST 2019 ANNUAL REPORTDIRECTORS’ REPORT36 Information on Former Directors(1) Rick Lee AM Independent Non-Executive Director BEng (Chemical) (Hons), MA (Econ) (Oxon), FAICD Mr Lee was appointed to the Board in August 2007. He was 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 Ruralco Holdings Limited (from 2016) Chairman of Oil Search Limited (Director from 2012, Chairman from 2013) Information on Company Secretary and Deputy Company Secretary Francesca Lee General Counsel and Company Secretary BComm, LLB (Hons), LLM, Grad. Dip. CSP, AGIA 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, GAICD 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. Remuneration Report The Remuneration Report is set out on pages 68 to 88 and forms part of this Directors’ Report. (1) Information provided is at the date of cessation as a Director of the Company. DIRECTORS’ REPORTDirectors’ Report continuedDIRECTORS’ REPORTDirectors’ Interests As at the date of this report, the interest of each Director in the shares and rights of Newcrest Mining Limited were: 37 Director Peter Hay Sandeep Biswas Gerard Bond Philip Aiken AM Xiaoling Liu Roger Higgins Vickki McFadden Peter Tomsett Former Directors Rick Lee AM (2) Number of Ordinary Shares 54,601 643,252 195,046 18,229 13,000 12,503 10,000 20,000 Nature of Interest Direct and Indirect Direct and Indirect Direct and Indirect Direct Indirect Indirect Indirect Indirect 28,447 Indirect Number of Rights Over Ordinary Shares(1) – 535,467 132,248 Nature of Interest – Direct Direct – – – – – – – – – – – – 1. Represents Sandeep Biswas’ and Gerard Bond’s unvested performance rights granted pursuant to the Company’s Long Term Incentive plans in the 2017, 2018 and 2019 financial years respectively. 2. Balance as at date on which he ceased to be a Director of the Company. 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: Directors’ Meetings Audit & Risk Human Resources & Remuneration Safety & Sustainability Nominations Special Board Committees (1) Committees of the Board Director Peter Hay Sandeep Biswas Gerard Bond Philip Aiken AM Roger Higgins Xiaoling Liu Vickki McFadden Peter Tomsett (4) Rick Lee AM(5) A 14 13(2) 11(2)(3) 12(3) 13(3) 13(3) 14 11 6 B 14 14 14 14 14 14 14 11 6 A – – – – – 6 6 4 2 B – – – – – 6 6 4 2 A – – – 7 4 7 7 – 3 B – – – 7 4 7 7 – 3 A – – – 4 4 – 4 – – B – – – 4 4 – 4 – – A 4 – – 4 – 3 – – – B 4 – – 4 – 3 – – – A 3 3 3 – – – 1 – – B 3 3 3 – – – 1 – – 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. (2) Meeting missed was a meeting which the Director was unable to attend due to a potential conflict of interest. (3) Meetings missed were out of session meetings held on short notice which the Director was unable to attend due to prior commitments. (4) Peter Tomsett was appointed as a Director on 1 September 2018. (5) Rick Lee resigned from his position as Director on 14 November 2018. Details of the functions and memberships of the Committees of the Board are presented in Newcrest’s Corporate Governance Statement. This report is signed in accordance with a resolution of the Directors. Peter Hay Chairman 16 August 2019 Melbourne Sandeep Biswas Managing Director and Chief Executive Officer NEWCREST 2019 ANNUAL REPORTDIRECTORS’ REPORT Directors’ Report continued 38 OPERATING AND FINANCIAL REVIEW To assist readers to better understand the financial performance of the underlying operating assets 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 6. Unless otherwise stated, all financial data presented in this Operating and Financial Review is quoted in US$ and the prior period represents the 12 months ended 30 June 2018. Section 1 footnotes are located at the end of the section. 1. Summary of Results for the Full Year Ended 30 June 20191 Key points – Statutory profit2 of $561 million, 178% higher than the prior period – Underlying profit3 of $561 million, 22% higher than the prior period – All-In Sustaining Cost3 (“AISC”) of $738 per ounce, 12% lower than the prior period – All-In Sustaining Cost margin3 of $531 per ounce, $58 higher than the prior period – Cash flow from operating activities of $1,487 million, 4% higher than the prior period – Free cash flow3 of $804 million, $203 million (or 34%) higher than the prior period – Gold production of 2.5 million ounces, 6% higher than the prior period – Copper production of 106 thousand tonnes, 36% higher than the prior period – Net debt of $395 million, 62% lower than the prior period, and a gearing ratio of 4.9% as at 30 June 2019 – Full year dividends declared of US22 cents per share (fully franked), including a final dividend determined of US14.5 cents per share Highlights Group production – gold – copper Net revenue EBITDA EBIT Statutory profit Underlying profit Cash flow from operating activities Free cash flow EBITDA margin EBIT margin All-In Sustaining Cost All-In Sustaining margin Realised gold price Realised copper price Average exchange rate Average exchange rate Closing exchange rate Total equity Net debt Net debt to EBITDA Gearing ROCE Interest coverage ratio Cash and cash equivalents For the 12 months ended 30 June 2019 2018 Change Change % oz t $m $m $m $m $m $m $m % % $/oz $/oz $/oz $/lb AUD:USD PGK:USD AUD:USD $m $m times % % times $m 4 3 3 2 3 3 3 3 3 3 3 3 3 2,487,739 2,346,354 105,867 3,742 1,670 924 561 561 1,487 804 44.6 24.7 738 531 1,269 2.78 0.7156 0.2983 0.7013 7,631 395 0.2 4.9 11.2 24.2 1,600 77,975 3,562 1,565 774 202 459 1,434 601 43.9 21.7 835 473 1,308 3.09 0.7754 0.3105 0.7391 7,462 1,040 0.7 12.2 8.8 17.9 953 141,385 27,892 180 105 150 359 102 53 203 0.7 3.0 (97) 58 (39) (0.31) (0.0598) (0.0122) (0.0378) 169 (645) (0.5) (7.3) 2.4 6.3 647 6% 36% 5% 7% 19% 178% 22% 4% 34% 2% 14% (12%) 12% (3%) (10%) (8%) (4%) (5%) 2% (62%) (71%) (60%) 27% 35% 68% OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT Full year results Newcrest’s gold production was 6% higher in the current period and copper production was 36% higher. The Company’s focus on safely maximising free cash flow from its operating assets resulted in Newcrest delivering higher gold production at the Company’s lowest reported annual AISC of $738/oz. Newcrest’s strategy of being a safe and low cost major gold producer was underpinned by another fatality-free year, a further reduction in injury rates to industry-leading levels, record production volumes and AISC per ounce from Cadia. Newcrest’s AISC margin increased by 12% from the prior period, despite lower realised gold and copper prices. Newcrest continued to pursue profitable growth opportunities, one of which culminated in Newcrest entering into an agreement with Imperial Metals Corporation to acquire a 70% joint-venture interest in and operatorship of the Red Chris mine and surrounding tenements in British Columbia, Canada. The transaction was completed on 15 August 2019. During the current period, Newcrest invested in equity positions in other companies, including an additional $18 million to increase its interest in SolGold to 15.2% and a further $10 million to maintain its 27.1% interest in Lundin Gold. Statutory profit and Underlying profit was $561 million in the current period. Underlying profit was $102 million higher than the prior period primarily driven by higher gold and copper sales volumes at Cadia, the weaker Australian dollar favourably impacting costs and a lower depreciation expense at Telfer. The increase in profit was achieved notwithstanding lower realised gold and copper prices, the Company’s improved profitability increasing its income tax expense, and the pursuit of growth resulting in an increase in corporate costs and exploration expenditure in the current period. The average realised gold price in the current period of $1,269 per ounce was 3% lower than the prior period and the average realised copper price of $2.78 per pound was 10% lower than the prior period. Gold production of 2.5 million ounces in the current period was 6% higher than the prior period, primarily as a result of the benefit of higher mill throughput and grade at Cadia and higher recovery rates achieved at Telfer which more than offset the lower production from Gosowong (due to lower grade) and Lihir (due to lower mill throughput and recovery rates). On a continuing basis, (that is excluding production from Bonikro, which was divested in March 2018), gold production in the current period was 11% higher than the prior period. Copper production of 106 thousand tonnes was 36% higher than the prior period, primarily driven by higher mill throughput and grade at Cadia. Newcrest’s AISC of $738 per ounce in the current period was the Company’s lowest reported annual result, being $97 per ounce lower than the prior period. This lower AISC per ounce reflects the higher production volume contribution from Cadia, the favourable impact on operating costs from the weaker Australian dollar and lower sustaining capital expenditure and production stripping activity at Lihir. Other than Gosowong, all operations reduced their AISC per ounce in the current period. 39 Free cash flow of $804 million was $203 million (or 34%) higher than the prior period. This increase reflects higher gold and copper sales volumes (primarily from Cadia), the favourable impact on operating costs from the weaker Australian dollar, favourable working capital movements, lower interest payments as a result of lower debt levels, lower investing activity in the current period (as the prior period included investments totalling $275 million for interests in associates) and proceeds of $20 million from the sale of Sèguèla. The increase in free cash flow was achieved notwithstanding lower realised gold and copper prices, higher income tax payments and lower sales volumes from Gosowong. All operations were free cash flow positive, with Cadia being the primary driver of the improvement in free cash flow in the current period. Newcrest has generated $4.2 billion of free cash flow since January 2014. After deducting dividend payments to shareholders ($131 million) and the purchase of Treasury shares to satisfy employee share obligations ($26 million), Newcrest’s cash holdings increased by $647 million to $1.6 billion by the end of the current period. This increase in cash holdings resulted in a 62% reduction in net debt by the end of the period to $395 million and a reduction in Newcrest’s gearing ratio to 4.9% as at 30 June 2019. Newcrest’s leverage ratio further improved with net debt to EBITDA ratio being a low 0.2 times at the end of the current period. Capital structure Newcrest’s net debt at 30 June 2019 was $395 million, comprising $1,995 million of corporate bonds less $1,600 million of cash. At 30 June 2019, Newcrest had $3,600 million of liquidity coverage, comprising $1,600 million of cash, and $2,000 million in committed undrawn bilateral bank facilities. Newcrest signed agreements in early August 2018 that extended the average maturity of these bank facilities by approximately two years to a period ranging from 2021 to 2023. Newcrest’s credit ratings were upgraded by both S&P and Moody’s during the current period. 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. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 40 1. Summary of Results for the Full Year Ended 30 June 20191 continued Capital structure continued Newcrest’s financial policy metrics, and its performance against them, are as follows: Metric Credit rating (S&P/Moody’s) Leverage ratio (Net debt to EBITDA) Gearing ratio Cash and committed undrawn bank facilities Policy ‘looks to’ Investment grade Less than 2.0 times Below 25% At least $1.5bn, of which ~1/3 is in the form of cash 2019 BBB/Baa2 0.2 4.9% $3.60bn ($1.6bn cash) 2018 BBB–/Baa3 0.7 12.2% $2.97bn ($953m cash) Dividend Newcrest’s dividend policy seeks 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 metrics, profitability, balance sheet strength and reinvestment options in the business. Newcrest targets a total dividend payout of at least 10–30% of free cash flow generated for that financial year, with the dividend being no less than US15 cents per share on a full year basis. Having regard to the above mentioned considerations, the Newcrest Board has determined that a final fully franked dividend of US14.5 cents per share will be paid on Thursday, 26 September 2019. The record date for entitlement is Friday, 23 August 2019. The financial impact of the dividend amounting to $111 million has not been recognised in the Consolidated Financial Statements for the year. The Dividend Reinvestment Plan remains in place. Including the interim dividend of US7.5 cents per share, total dividends in respect of the 2019 financial year amount to US22 cents per share. Guidance6,7 Subject to market and operating conditions, Newcrest provides the following guidance for FY20 excluding Red Chris: Production guidance for the 12 months ending 30 June 20206 Cadia Lihir Telfer Gosowong – gold – copper – gold – gold – copper – gold Group production – gold – copper koz kt koz koz kt koz moz kt 760 – 840 ~100 930 – 1,030 400 – 460 ~15 145 – 175 2,350 – 2,500 110 – 120 Cost, capital, exploration and depreciation guidance for the 12 months ending 30 June 20206,7 $m Cadia Lihir Telfer Gosowong Wafi-Golpu Other Group 40 – 130 890 – 970 485 – 545 All-In Sustaining Cost (a) Capital expenditure – Production stripping (a) – Sustaining capital (a) Major projects – (non-sustaining)(b) Total Capital expenditure Exploration expenditure(c) Depreciation and amortisation (including depreciation of production stripping) 275 – 345 250 – 310 180 – 240 100 – 120 95 – 105 80 – 100 65 – 85 30 – 40 30 – 40 70 – 90 ~5 190 – 215 105 – 120 1,780 – 1,880 20 – 25 20 – 25 20 – 25 20 – 25 ~15 ~15 140 – 150 240 – 280 300 – 350 680 – 780 90 – 100 655 – 705 (a) Production stripping and sustaining capital shown above are included in AISC. (b) Major projects (non-sustaining) includes costs for the Cadia Expansion which is yet to be approved by the Board. (c) Exploration is not included in Total Capital expenditure and includes $14m (70% Newcrest share) related to Red Chris exploration activity. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT The above guidance numbers do not include Red Chris due to the transaction completing on the 15 August 2019. An update of guidance, inclusive of Red Chris, will be provided in the September Quarterly. 41 Group gold production for the 2020 financial year (“FY20”) is expected to be largely in line with that achieved in the 2019 financial year (“FY19”). Consistent with prior years, gold production is expected to be lower in the September 2019 Quarter than the June 2019 Quarter as a result of a higher level of planned shutdown activity being undertaken in the September 2019 Quarter. Free cash flow is expected to be higher in the second half of the financial year as the first half will be characterised by the payment associated with the acquisition of Red Chris and the FY19 Australian tax balancing payment occurs in December 2019. The mid-point of Cadia’s gold production guidance is below FY19 production, primarily reflecting lower grade and the impact of maintenance on the SAG mill, whilst copper production is higher as a result of a higher grade. Cadia’s AISC ($m) is expected to be lower than FY19 primarily as a result of higher by-product credits associated with higher copper production and a lower expected Australian dollar exchange rate. The mid-point of Lihir’s gold production guidance is marginally above FY19 production, primarily reflecting an expected increase in annual throughput and recovery rates. Lihir’s AISC ($m) is expected to increase from FY19 due to an increase in production stripping activity. Telfer’s gold production guidance is broadly in line with FY19 results and AISC ($m) guidance marginally below FY19 due to lower production stripping and a lower expected Australian dollar exchange rate. Gosowong’s gold production guidance is below FY19 production, due to an expected decrease in average head grade. Gosowong’s AISC ($m) is expected to be broadly in line with FY19. Total capital expenditure in FY20 is expected to be higher than FY19, primarily due to an increase in non-sustaining capital at Cadia (related to the development of the next panel cave (PC2–3) and the Molybdenum Plant project and at Lihir (associated with the near shore cutoff wall, the CCD bypass project and various front end recovery improvement projects). AISC guidance assumes an average realised copper price of $2.70 per pound and an AUD:USD exchange rate of 0.72 for FY20. Telfer gold hedging No new hedging in relation to Telfer was undertaken in the current period. The total outstanding volume and prices hedged for future years at Telfer and in total for Newcrest is: Financial Year Ending 30 June 2020 30 June 2021 30 June 2022 30 June 2023 Total Gold Ounces Hedged Average Price A$/oz 204,794 216,639 204,615 137,919 763,967 1,729 1,864 1,902 1,942 1,852 The current period included 231,224 ounces of Telfer gold sales hedged at an average price of A$1,739 per ounce, representing a net revenue loss of $3 million for the current period. At 30 June 2019, the unrealised mark-to-market loss on these hedges was $106 million. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 42 1. Summary of Results for the Full Year Ended 30 June 20191 continued Review of Operations5 Cadia Lihir Telfer Gosowong5 Bonikro5 Other Group For the 12 months ended 30 June 2019 Operating Production Gold Copper Silver Sales Gold Copper Silver koz kt koz koz kt koz Financial Revenue4 $m $m EBITDA $m EBIT Net assets $m Operating cash flow $m Investing cash flow $m $m Free cash flow* $m AISC $/oz AISC Margin $/oz 913 91 554 914 91 554 1,630 1,134 946 2,503 1,141 (176) 965 121 132 1,137 933 – 32 965 – 32 1,229 516 180 4,308 483 (182) 301 855 887 382 452 15 212 451 15 212 627 108 (28) (9) 126 (118) 8 565 1,253 16 190 – 207 199 – 211 256 63 (4) 246 56 (27) 29 219 1,099 170 – – – – – – – – – – – – – – – – – – – – – – – (151) (170) 583 (319) (180) (499) 105 – – 2,488 106 1,005 2,529 106 1,008 3,742 1,670 924 7,631 1,487 (683) 804 1,865 738 531 * Free cash flow for ‘Other’ comprises net interest paid of $86 million, income tax paid of $165 million, other investing activities of $74 million (including further investments in Lundin Gold and Sol Gold and net proceeds of $20 million following the divestment of Sèguèla), corporate costs of $88 million, capital expenditure of $44 million, exploration expenditure of $58 million and net of favourable working capital movements of $16 million. Cadia8,9 Lihir Telfer10 Gosowong5 Bonikro5 Other Group8,9,10 For the 12 months ended 30 June 2018 Operating Production Gold Copper Silver Sales Gold Copper Silver koz kt koz koz kt koz Financial Revenue4 $m $m EBITDA $m EBIT Net assets $m Operating cash flow $m Investing cash flow $m $m Free cash flow* $m AISC $/oz AISC Margin $/oz 600 62 359 586 61 357 1,182 816 655 2,630 801 (110) 691 100 171 1,137 955 – 57 930 – 57 1,207 538 261 4,554 557 (246) 311 869 934 374 426 16 207 422 16 207 686 140 (60) 37 135 (108) 27 533 1,262 46 251 – 298 265 – 370 351 148 58 256 146 (35) 111 234 882 426 115 – 14 104 – 13 136 69 20 – 52 (15) 37 83 801 507 – – – – – – – (146) (160) (15) (257) (319) (576) 107 – – 2,346 78 936 2,308 77 1,004 3,562 1,565 774 7,462 1,434 (833) 601 1,926 835 473 * Free cash flow for ‘Other’ comprises net interest paid of $103 million, income tax paid of $69 million, other investing activities of $227 million (including payments of $251 million to acquire a 27.1% interest in Lundin Gold, $15 million to acquire a 19.9% interest in Azucar Minerals (formerly known as Almadex Minerals), further investment in SolGold Plc totalling $9 million and net proceeds of $48 million following the divestment of Bonikro), corporate costs of $77 million, capital expenditure of $40 million, exploration expenditure of $49 million and working capital movements of $11 million. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT1. 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 2019 (‘current period’) compared with the 12 months ended 30 June 2018 (‘prior period’), except where otherwise stated. All references to ‘the Company’ are to Newcrest Mining Limited. ‘Statutory profit’ is profit after tax attributable to owners of the Company. 2. 3. Newcrest’s results are reported under International Financial Reporting Standards (‘IFRS’). This report also includes certain non-IFRS financial information, 43 including the following: • • • • • ‘Underlying profit’ 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 updated World Gold Council Guidance Note on Non-GAAP Metrics released November 2018. Newcrest has elected to partially apply the updated guidance from 1 January 2019, with the partial nature reflecting Newcrest only being able to apply the leasing changes after 30 June 2019. AISC will vary from period to period as a result of various factors including production performance, timing of sales and the level of sustaining capital and the relative contribution of each asset. 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 for the preceding 12 months. ‘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 6 for a reconciliation of non-IFRS measures to the most appropriate IFRS measure. 4. During the current period Newcrest adopted AASB 15 Revenue from Contracts with Customers and elected to apply the modified retrospective method of adoption. Under this method, comparative figures are not required to be restated and continue to be presented under the previous standard AASB 118 Revenue. Accordingly, prior period treatment and refining costs of $132 million ($92 million related to Cadia and $40 million related to Telfer) associated with the sale of concentrate are presented in cost of sales and not as a reduction in revenue. 5. All data relating to operations is shown at 100%. Newcrest owns 75% of Gosowong through its holding in PT Nusa Halmahera Minerals, an incorporated joint venture. For Bonikro the figures shown represent 100% up to the divestment date of 28 March 2018. Bonikro included mining and near-mine exploration interests in Côte d’Ivoire held by LGL Mines CI SA and Newcrest Hire CI SA (of which Newcrest owned 89.89% respectively up to the divestment date). 6. Disclaimer: These materials include forward looking statements. Forward looking statements can generally be identified by the use of 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. Guidance statements relate to the current financial year. Outlook statements relate to 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 statements in these materials. 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’s good faith assumptions as 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 will prove to be correct. There may be other factors that could cause actual results or events not to be as anticipated, and many events are beyond the reasonable control of the Company. 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. Except as required by applicable laws or regulations, 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 assumptions on which any such statement is based. 7. The guidance stated assumes weighted average copper price of $2.70 per pound and AUD:USD exchange rate of 0.72 for FY20. 8. In the prior period, the AISC for Cadia and the Group includes a $42 and $11 per ounce normalisation (i.e. reduction) respectively, in relation to the Cadia seismic event. In the prior period, Cadia’s EBITDA, EBIT and free cash flow include $155 million (before tax) of insurance proceeds related to the seismic event. 9. 10. In the prior period, the net assets for Telfer have been restated to exclude a deferred tax asset of $84 million to align with the current year presentation. This asset was presented in Other as it will be primarily realised by other members of the Australian tax consolidated group. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 44 2. Discussion and Analysis of Operations and the Income Statement 2.1. Profit overview Statutory profit was $561 million in the current period, $359 million higher than the prior period. Underlying profit of $561 million in the current period was $102 million higher than the prior period primarily driven by higher gold and copper sales volumes from Cadia, the favourable impact on operating costs from the weaker Australian dollar, a lower depreciation expense and lower net finance costs. The increase in underlying profit was achieved notwithstanding lower realised gold and copper prices, the Company’s improved profitability increasing its income tax expense and the pursuit of growth resulting in an increase in corporate costs and exploration expenditure in the current period. The prior period included the receipt of insurance proceeds of $155 million, before tax, relating to the Cadia seismic event. $m Gold revenue4 Copper revenue4 Silver revenue Less: treatment and refining deductions4 Total revenue Operating costs Depreciation and amortisation Total cost of sales4 Corporate administration expenses Exploration Other income/(expense) Share of associates losses Net finance costs Income tax expense Non-controlling interests Underlying profit Movement in Underlying Profit ($m) For the 12 months ended 30 June 2019 3,208 651 15 (132) 3,742 (1,921) (727) (2,648) (120) (70) 38 (18) (94) (272) 3 561 2018 3,019 526 17 – 3,562 (1,972) (777) (2,749) (104) (60) 130 (5) (114) (191) (10) 459 Change Change % 189 125 (2) (132) 180 51 50 101 (16) (10) (92) (13) 20 (81) 13 102 6% 24% (12%) 5% 3% 6% 4% (15%) (17%) (71%) (260%) 18% (42%) 130% 22% Revenue $180 million 196 (2) Operating Costs $51 million Depreciation and Amortisation $50 million 104 25 25 289 (132) (53) 20 (131) 13 (81) 561 459 (100) (71) FY18 Gold price Copper price Gold sales volume Copper sales volume Silver revenue Revenue deduc- tions Oper- ating costs FX on operating costs Deprec- iation FX on deprec- iation Corporate and other* Net finance costs Income tax expense Non- controlling interests FY19 * Corporate and other includes Corporate administration expenses, Exploration expenses, Other income and Share of profit of associates (refer to Section 2.4 for detail). OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT2.2. Revenue4 Total net sales revenue for the current period of $3,742 million includes deductions for treatment and refining costs of $132 million, consistent with Newcrest’s adoption of AASB 15 Revenue from Contracts with Customers. These deductions were reported as cost of sales in prior periods. Excluding the deductions for treatment and refining costs, in the current period, total sales revenue increased by $312 million (or 9%) compared to the prior period. Newcrest’s sales revenue continues to be predominantly attributable to gold, being 83% of total sales revenue in the current period (85% in the prior period). 45 $m Total sales revenue for 12 months ended 30 June 2018 Changes in revenues from volume: Gold Copper Silver Total volume impact Change in revenue from price: Gold Copper Silver Total price impact Total gross revenue for 12 months ended 30 June 2019 Less: treatment and refining deductions4 Total net revenue for 12 months ended 30 June 20194 289 196 – (100) (71) (2) 3,562 485 (173) 3,874 (132) 3,742 Gold revenue in the current period of $3,173 million included deductions for gold treatment and refining costs of $35 million. Excluding these deductions, total gold revenue increased by 6% compared to the prior period, driven by higher levels of production from Cadia and Telfer and higher sales at Lihir relating to production in the prior period. The benefit of higher sales volumes was partially offset by a 3% reduction in the realised gold price ($1,269 per ounce in the current period compared to $1,308 per ounce in the prior period). Copper revenue in the current period of $555 million included deductions for copper treatment and refining costs of $96 million. Excluding these deductions, total copper revenue increased by 24% compared to the prior period, driven by higher levels of copper production at Cadia. This was partially offset by a 10% reduction in the realised copper price ($2.78 per pound in the current period compared to $3.09 per pound in the prior period) and an 8% reduction in copper sales at Telfer. 2.3. Cost of sales4 $m Site production costs Royalties Treatment and realisation4 Inventory movements Operating costs Depreciation and amortisation Cost of sales4 For the 12 months ended 30 June 2019 1,739 113 37 32 1,921 727 2,648 2018 1,719 104 134 15 1,972 777 2,749 Change Change % 20 9 (97) 17 (51) (50) (101) 1% 9% (72%) 113% (3%) (6%) (4%) Cost of sales of $2,648 million in the current period was $101 million lower than the prior period. Cost of sales in the current period exclude treatment and refining costs of $132 million relating to concentrate sales which are now reported as deductions against revenue. Including the treatment and refining costs, cost of sales were $31 million higher than the prior period. The higher site production costs primarily relate to increased mining and milling activity at Cadia with record annual mined ore production and mill throughput, and increased ore mined at Lihir with access to the higher-grade zones of Phase 14. This increase in costs was largely offset by the favourable impact on operating costs from the weaker Australian dollar. Treatment and realisation costs on a gross basis (i.e. inclusive of the $132 million which has been deducted from revenue) has increased by 26% compared to the prior period primarily representing the increase in gold and copper sales volumes at Cadia. Depreciation expense was lower in the current period compared to the prior period with higher depreciation costs at Cadia and Lihir being more than offset by lower depreciation at Telfer (reflecting its lower asset base following an impairment in the prior period), the benefit of a weaker Australian dollar and lower depreciation associated with lower production at Gosowong. As the Company is a US dollar reporting entity, cost of sales will vary in accordance with the movements in the operating currencies where those costs are not denominated in US dollars. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 46 2. Discussion and Analysis of Operations and the Income Statement continued 2.3. Cost of sales4 continued The table below shows indicative currency exposures on operating costs by site for the current period: Cadia Telfer Lihir Gosowong Group* USD 15% 15% 35% 15% 20% AUD 85% 85% 30% 5% 55% PGK – – 35% – 15% IDR – – – 80% 10% * The Group number also includes the impact of currency exposures on corporate administration expenses and exploration expenditure. 2.4. Exploration, Corporate and Other items Exploration expenditure of $70 million was expensed in the current period, $10 million higher than the prior period. The increase in exploration expenditure is in line with Newcrest’s focus on growing the portfolio of strategic partnerships, option and farm-in arrangements and investments across the Asia Pacific region and the Americas. Corporate administration expenses of $120 million comprised corporate costs of $88 million, depreciation of $19 million and equity-settled share-based payments of $13 million. Corporate administration expenses are $16 million, or 15% higher than the prior period primarily due to an increase in innovation and growth activities. Other income of $38 million comprised: $m Net foreign exchange gain Insurance recoveries Other items Other income For the 12 months ended 30 June 2019 2018 29 – 9 38 15 121 (6) 130 The net foreign exchange gain in the current period primarily relates to the restatement of US dollar denominated cash and foreign denominated financial assets and liabilities held by the Group’s Australian subsidiaries. “Other items” include net fair value gains and losses on gold and copper quotational period derivatives, fair value movements on concentrate receivables and gains and losses on asset sales. During the prior period, Newcrest settled and received its insurance claim in relation to the April 2017 seismic event at Cadia for $155 million. Proceeds attributed to material damage of $34 million have been included in site production costs, in the prior period, as an offset to the costs incurred to rectify damage to the Cadia Panel Cave. The remaining proceeds of $121 million attributed to business interruption loss are presented in other income in the prior period. 2.5. Net finance costs Net finance costs of $94 million were $20 million (or 18%) lower than the prior period driven by the $647 million increase in cash holdings in the current period. 2.6. Income tax Income tax on Statutory and Underlying profit was $272 million. The resulting effective tax rate of 33% is higher than the Australian company tax rate of 30% primarily as a result of non-deductible overseas exploration and business development expenditure and net unrecognised deferred tax assets. 2.7. Significant items There were no significant items reported in the current period. In the prior period, significant items totalling a net expense of $257 million (after tax and non-controlling interest) were recognised, comprising: – asset impairments of $188 million at Telfer and $6 million with respect to the investment in Azucar Minerals; – write-downs of property, plant and equipment at Namosi and Bonikro of $72 million and $14 million respectively; – a net investment hedge gain of $29 million arising from the divestment of Bonikro; and – a $6m write-down of a tax asset at Gosowong following an adverse verdict in the Indonesian Tax Court with respect to a FY13 tax rate dispute. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT3. Discussion and Analysis Of Cash Flow Free cash flow for the current period of $804 million was $203 million (or 34%) higher than the prior period. Cash inflow from operating activities of $1,487 million was $53 million (or 4%) higher than the prior period. 47 Cash outflow relating to investing activities of $683 million was $150 million (or 18%) lower than the prior period driven by a reduction in investments to acquire interests in associates, other investing activities and production stripping at Lihir, partially offset by an increase in investing activities at Cadia. The current period also includes $20 million of cash proceeds in relation to the sale of the Sèguèla project. All operations were free cash flow positive in the current period. $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 3.1. Cash flow from operating activities $m EBITDA Add: Exploration expenditure written-off Add: Other non-cash items or non-operating items Sub-total Working capital movements11 Receivables Inventories Payables and provisions Other assets and liabilities Net working capital movements Net interest paid Income taxes paid Net cash inflow from operating activities 11. Includes adjustments for non-cash items. 2019 1,487 (683) 804 (157) 647 953 1,600 2019 1,670 70 1 For the 12 months ended 30 June 2018 1,434 (833) 601 (140) 461 492 953 Change Change % 53 150 203 (17) 186 461 647 4% 18% 34% (12%) 40% 94% 68% For the 12 months ended 30 June 2018 1,565 60 8 1,741 1,633 (51) (5) 36 17 (3) (86) (165) 1,487 (17) 4 (11) (3) (27) (103) (69) 1,434 Change Change % 105 10 (7) 108 (34) (9) 47 20 24 17 (96) 53 7% 17% (88%) 7% (200%) (225%) 427% 667% 89% 17% (139%) 4% Cash inflow from operating activities of $1,487 million was $53 million (or 4%) higher than the prior period. Higher gold sales volumes in the current period at Cadia, Lihir and Telfer and copper sales volumes at Cadia, timing of working capital movements, lower net interest payments and the benefit of a weaker Australian dollar all combined to more than offset the effect of lower realised gold and copper prices, higher income tax payments and lower sales volumes from Gosowong. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 48 3. Discussion and Analysis Of Cash Flow continued 3.2. Cash flow from investing activities $m Production stripping Telfer Lihir Bonikro Total production stripping Sustaining capital expenditure Cadia Telfer Lihir Gosowong Bonikro Corporate Total sustaining capital Major projects (non-sustaining) Cadia Telfer Lihir Wafi-Golpu Corporate Total major projects (non-sustaining) capital Total capital expenditure Exploration and evaluation expenditure Proceeds from sale of property, plant and equipment Proceeds from sale of Bonikro, net of cash divested Proceeds from sale of Sèguèla Payments for investment in Lundin Gold Payments for investment in Azucar Minerals Payments for investment in SolGold Payments for other investments Net cash outflow from investing activities For the 12 months ended 30 June 2019 2018 Change Change % 67 63 – 130 95 39 76 22 – 16 248 81 2 42 28 – 153 531 78 – – (20) 10 – 18 66 683 43 95 12 150 58 46 102 25 4 15 250 59 9 48 23 2 141 541 72 (7) (48) – 251 15 9 – 833 24 (32) (12) (20) 37 (7) (26) (3) (4) 1 (2) 22 (7) (6) 5 (2) 12 (10) 6 7 48 (20) (241) (15) 9 66 (150) 56% (34%) (100%) (13%) 64% (15%) (25%) (12%) (100%) 7% (1%) 37% (78%) (13%) 22% (100%) 9% (2%) 8% 100% 100% (96%) (100%) 100% (18%) Cash outflow from investing activities of $683 million was $150 million (or 18%) lower than the prior period representing a reduction in investment activities (the prior period included payments totalling $275 million for the acquisition of interests in associates), lower production stripping and proceeds of $20 million in relation to the sale of Newcrest’s Sèguèla project in Côte d’Ivoire, partially offset by an increase in capital expenditure for major projects. Capital expenditure of $531 million in the current period comprised: – Production stripping of $130 million which was 13% lower than the prior period as a result of a lower level of pre-stripping activity at Lihir (Phase 14 moved into ore and lower waste stripping of Phase 15 due to challenging ground conditions) and the divestment of Bonikro in the prior period, largely offset by an increase in production stripping activities at Telfer. – Sustaining capital expenditure of $248 million was in line with the prior period. There was higher spend at Cadia (including a new access road, underground extraction drive remediation and infrastructure associated with utilising the Cadia Hill open pit for tailings storage) and lower spend at Lihir and Telfer. – Major project, or non-sustaining, capital expenditure of $153 million was $12 million higher than the prior period. The expenditure in the current period primarily related to: • Cadia: increased spend on expansion projects, including the PC2–3 feasibility study and early works and mill expansion studies • Lihir: activity primarily focused on key projects to facilitate mining of the Kapit ore-body and throughput and recovery related projects • Wafi-Golpu: capital expenditure to progress activity associated with the forward work plan and engagement activities, including progressing approval processes and studies to commence the establishment of underground access for further drilling of the Wafi-Golpu deposit and the proposed bridge over the Markham River, which is an integral feature of the proposed Northern Access road from the Highlands Highway to the mine site. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTIn the current period, Exploration and evaluation expenditure of $78 million comprised: 49 $m Expenditure by nature Greenfield Brownfield Resource definition Expenditure by region Australia Indonesia Papua New Guinea West Africa North America Latin America For the 12 months ended 30 June 2019 2018 Change Change % 50 6 22 78 27 7 5 6 13 20 78 44 14 14 72 15 15 6 18 4 14 72 6 (8) 8 6 12 (8) (1) (12) 9 6 6 14% (57%) 57% 8% 80% (53%) (17%) (67%) 225% 43% 8% The greenfield growth pipeline was enhanced with new exploration projects entered into in Australia, Ecuador, Chile and the USA, and a number of wholly-owned exploration tenements granted in Australia and Ecuador. This has delivered substantial additional exploration ground in fertile gold/copper districts including the Paterson Province (Western Australia), Tanami (Northern Territory/Western Australia), Mt Isa region (Queensland), Jarbridge (Nevada), Northern Andes (Ecuador) and the Central Andes (Chile). The lower level of Brownfield expenditure in the current period was offset by higher Resource definition expenditure which was a result of focused near mine infill drilling and systematic target testing programs to upgrade Mineral Resources at Telfer. 3.3. Cash flow from financing activities $m Payment for treasury shares Dividends paid to members of the parent entity Dividend paid to non-controlling interests Net cash outflow from financing activities For the 12 months ended 30 June 2018 Change Change % (11) (105) (24) (140) (15) (26) 24 (17) (136%) (25%) 100% (12%) 2019 (26) (131) – (157) Cash outflow from financing activities of $157 million primarily relates to $131 million in dividend payments to shareholders of Newcrest. Payment for treasury shares of $26 million represents shares purchased on market to satisfy obligations under employee share-based payment plans. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEW Directors’ Report continued 50 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 Revenue4 Cost of Sales4 (including depreciation) Depreciation Other income EBITDA EBIT Operating cash flow Sustaining capital Non-sustaining capital Total capital expenditure Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2019 2018 Change Change % tonnes ‘000 tonnes ‘000 tonnes ‘000 grams/tonne % ounces tonnes ounces ounces tonnes ounces $m $m $m $m $m $m $m $m $m $m $m $m $/oz 28,779 28,779 29,302 1.24 78.4 912,777 90,841 553,764 914,017 91,010 553,707 1,630 684 188 – 1,134 946 1,141 95 81 176 965 121 132 22,102 22,102 21,145 1.12 78.7 599,717 61,764 359,378 585,686 60,927 357,263 1,182 648 161 121 816 655 801 58 59 117 691 100 171 6,677 6,677 8,157 0.12 (0.3) 313,060 29,077 194,386 328,331 30,083 196,444 448 36 27 (121) 318 291 340 37 22 59 274 21 (39) 30% 30% 39% 11% 0% 52% 47% 54% 56% 49% 55% 38% 6% 17% (100%) 39% 44% 42% 64% 37% 50% 40% 21% (23%) Cadia achieved record high annual gold and copper production and record low AISC per ounce in the current period. Gold production of 913 koz was 52% higher in the current period driven by a 39% increase in the volume of material milled (achieving record mill throughput) and an 11% increase in gold grade milled. As previously reported, lower production in the prior period was principally as a result of the large seismic event on 14 April 2017 and the NTSF embankment slump on 9 March 2018. The April 2017 seismic event resulted in the temporary suspension of mining operations, with mining of PC2 and PC1 recommencing in July 2017 and September 2017 respectively. The NTSF embankment slump on 9 March 2018 resulted in a cessation of mining and milling operations with a progressive restart of mining from 27 March 2018 and milling from 3 April 2018. Increased production in the current period reflects the operation being free of major interruption from June 2018 onwards and the success of debottlenecking projects. The higher gold grade in the current period reflects an increased proportion of mill feed being sourced from higher grade ore drawn from PC2, and the fact that in the prior period lower grade ore from Ridgeway and the Cadia Hill stockpiles was processed while mining activity at Cadia East was constrained after the April 2017 seismic event. EBIT of $946 million in the current period represented a 44% increase on the prior period. A key driver was the increased gold and copper production more than offsetting the effect of lower realised gold and copper prices, resulting in a 38% increase in revenue. The increased mining and milling activity associated with the increased production contributed to a 6% increase in cost of sales, with depreciation, royalties and treatment and refining charges4 increasing in line with higher production and associated revenue. Operating costs also benefited from the weaker Australian dollar. During the prior period, Newcrest settled and received its insurance claim in relation to the April 2017 seismic event at Cadia for $155 million. Proceeds attributed to material damage of $34 million were included in the prior period in site production costs as an offset to the costs incurred to rectify damage to the Cadia Panel Cave. The remaining proceeds of $121 million attributed to business interruption loss were presented in other income, in the prior period. AISC of $132 per ounce in the current period was a record low annual result and $39 per ounce lower than the prior period. This improvement reflects lower unit operating costs associated with the higher production volumes and gold grade and the benefits of the weaker Australian dollar, partially offset by lower copper revenue per ounce and higher sustaining capital expenditure. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTSustaining capital projects included the new warehouse, new access road, underground extraction drive remediation and infrastructure associated with Cadia Hill open pit tailings storage. Non-sustaining capital expenditure primarily related to spend on expansion projects, including the PC2–3 feasibility study and early works and mill expansion studies. 51 AISC in the prior period included a normalisation adjustment of $25 million or $42 per ounce, relating to the effects of the seismic event. Free cash flow was $274 million (or 40%) higher than the prior period, reflecting the higher EBITDA outcome and effect of an increase in capital expenditure. 4.2. 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 Operating cash flow Production stripping Sustaining capital Non-sustaining capital Total capital expenditure Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2019 2018 Change Change % tonnes ‘000 tonnes ‘000 tonnes ‘000 grams/tonne % ounces ounces ounces ounces $m $m $m $m $m $m $m $m $m $m $m $m $/oz 14,775 31,057 13,350 2.86 76.0 932,784 32,017 964,553 32,017 1,229 1,049 336 516 180 483 63 76 42 181 301 855 887 11,273 33,234 14,274 2.67 78.1 955,156 56,770 930,394 56,770 1,207 946 277 538 261 557 95 102 48 245 311 869 934 3,502 (2,177) (924) 0.19 (2.1) (22,372) (24,753) 34,159 (24,753) 22 103 59 (22) (81) (74) (32) (26) (6) (64) (10) (14) (47) 31% (7%) (6%) 7% (3%) (2%) (44%) 4% (44%) 2% 11% 21% (4%) (31%) (13%) (34%) (25%) (13%) (26%) (3%) (2%) (5%) Gold production was marginally lower in the current period as a result of lower mill throughput and lower recovery rates being largely offset by higher gold head grade. Mill throughput was adversely impacted by the processing of higher grade argillic ore with a higher clay content which reduces throughput rates in the crusher and conveying system, and the effects of unplanned shutdowns. In the last three months of the current period, an annualised mill throughput rate of 15.9mtpa was achieved, including a record monthly mill throughput rate in May 2019 of an annualised 17.1mtpa. The increase in grade in the current period was driven by a larger proportion of ex-pit ore being utilised, as scheduled mining activity accessed the higher-grade zones of Phase 14. Phase 9 mining was completed in the current period. Gold recovery in the current period was 3% lower than the prior period primarily due to unplanned downtime which impacted autoclave utilisation (resulting in a higher proportion of material being floated) and recovery in the neutralisation and carbon adsorption circuit. EBIT of $180 million was 31% lower than the prior period as a result of an increase in depreciation, a lower realised gold price and an increase in cost of sales. Depreciation in the current period was 21% higher than the prior period, primarily due to an increase in ore mined resulting in higher amortisation of production stripping assets. Higher cost of sales (excluding depreciation) in the current period was driven by a lower proportion of mining costs being capitalised to production stripping, higher gold sales volumes, higher fuel costs and costs associated with the unplanned downtime in the current period more than offsetting the benefit of a weaker PNG Kina and Australian dollar on operating costs. AISC of $887 per ounce was $47 per ounce or 5% lower than the prior period, primarily reflecting the higher gold sales and lower sustaining capital expenditure in the current period, partially offset by higher operating costs. Free cash flow for the current period was $301 million. This is the fourth consecutive financial year in which the Lihir operation has generated free cash flow in excess of $300 million, generating approximately $1.3 billion in free cash flow over the last four years. The current period free cash flow reflects the drivers of the EBITDA outcome and working capital outflows offsetting the benefit of lower production stripping and lower capital expenditure. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 52 4. Review Of Operations continued 4.3. 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 Revenue4 Cost of Sales4 (including depreciation) Depreciation EBITDA EBIT Operating cash flow Production stripping Sustaining capital Non-sustaining capital Total capital expenditure Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2019 2018 Change Change % tonnes ‘000 tonnes ‘000 tonnes ‘000 grams/tonne % ounces tonnes ounces ounces tonnes ounces $m $m $m $m $m $m $m $m $m $m $m $m 21,923 59,581 22,734 0.72 83.4 451,991 15,025 211,869 450,791 15,047 211,869 627 655 136 108 (28) 126 67 39 2 108 8 565 $/oz 1,253 20,321 44,293 23,026 0.71 78.9 425,536 16,212 207,099 422,241 16,390 207,099 686 746 200 140 (60) 135 43 46 9 98 27 533 1,262 1,602 15,288 (292) 0.01 4.5 26,455 (1,187) 4,770 28,550 (1,343) 4,770 (59) (91) (64) (32) 32 (9) 24 (7) (7) 10 (19) 32 (9) 8% 35% (1%) 1% 6% 6% (7%) 2% 7% (8%) 2% (9%) (12%) (32%) (23%) 53% (7%) 56% (15%) (78%) 10% (70%) 6% (1%) Gold production was 6% higher in the current period primarily driven by higher recovery rates combined with higher Underground grades. Total material mined was 35% higher in the current period driven by increased Open Pit mining with a significant increase in waste stripping in West Dome Stage 2 Final and Stage 3 Final as a result of additional equipment, shorter haul distances relative to the prior period and Open Pit equipment productivity improvements. Gold recovery was 6% higher in the current period primarily as a result of improvements in the flotation circuit and flotation reagents. The improvement in EBIT was driven by the combination of a 7% increase in gold sales volumes and a 12% reduction in cost of sales more than offsetting the effect of lower realised gold and copper prices and lower copper sales volumes. The reduction in cost of sales in the current period was primarily due to lower depreciation (a result of a lower asset base following the impairment in the prior financial year), an increase in capitalised waste stripping activity and the benefit of a weaker Australian dollar favourably impacting costs. AISC of $1,253 per ounce was marginally lower than the prior period driven by a reduction in sustaining capital expenditure, higher gold sales volumes and the weaker Australian dollar all combining to offset the impact of lower copper by-product revenue, higher production stripping and higher sustaining exploration in the current period. Free cash flow of $8 million was lower than the prior period primarily due to the aforementioned drivers of a lower EBITDA (lower realised gold and copper prices, lower copper sales volumes and higher site costs driven by increased stripping activity) offsetting the benefit of increased gold sales volumes and favourable net working capital movements in the current period. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT4.4. Gosowong5 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 Operating cash flow Sustaining capital Free cash flow All-In Sustaining Cost All-In Sustaining Cost For the 12 months ended 30 June 2019 2018 Change Change % 53 tonnes ‘000 tonnes ‘000 tonnes ‘000 grams/tonne % ounces ounces ounces ounces $m $m $m $m $m $m $m $m $m $/oz 690 808 708 8.77 95.0 190,186 206,857 199,285 210,587 256 260 67 63 (4) 56 22 29 219 1,099 679 767 704 11.49 95.7 251,390 298,459 265,442 369,733 351 293 90 148 58 146 25 111 234 882 11 41 4 (2.72) (0.7) (61,204) (91,602) (66,157) (159,146) (95) (33) (23) (85) (62) (90) (3) (82) (15) 217 2% 5% 1% (24%) (1%) (24%) (31%) (25%) (43%) (27%) (11%) (26%) (57%) (107%) (62%) (12%) (74%) (6%) 25% Gold production was 24% lower than the prior period due to lower head grade at both Toguraci and Kencana mines. The lower gold sales volumes in the current period reflect the lower gold production. EBIT of negative $4 million was $62 million (or 107%) lower than the prior period driven by a significant drop in sales volumes resulting from the lower head grade and lower realised gold prices. This was partially offset by a 26% reduction in depreciation in line with the lower production and the benefit of a weaker Indonesian Rupiah favourably impacting costs. AISC of $1,099 per ounce was higher than the prior period notwithstanding that the absolute amount of AISC expenditure was lower in the current period as the lower gold grades translated into lower production and sales volumes and increased unit cost. Free cash flow of $29 million was $82 million lower than the prior period, driven by lower gold sales volumes and a lower realised gold price, partially offset by the benefit of a weaker Indonesian Rupiah in the current period. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 54 5. Discussion and Analysis Of the Balance Sheet  5.1. Net assets and total equity Newcrest had net assets and total equity of $7,631 million as at 30 June 2019. $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 Investment in associates 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 2019 2018 Change Change % 1,600 135 1,573 103 32 7,816 33 60 333 152 953 77 1,586 68 1 8,156 42 69 324 204 11,837 11,480 (444) (176) (1,995) (123) (524) (944) (4,206) 7,631 7,567 64 7,631 (415) (99) (1,993) (5) (499) (1,007) (4,018) 7,462 7,395 67 7,462 647 58 (13) 35 31 (340) (9) (9) 9 (52) 357 (29) (77) (2) (118) (25) 63 (188) 169 172 (3) 169 68% 75% (1%) 51% 3,100% (4%) (21%) (13%) 3% (25%) 3% (7%) (78%) (0%) (2,360%) (5%) 6% (5%) 2% 2% (4%) 2% 5.2. Financial metrics 5.2.1. Net debt and gearing Net debt (comprising total borrowings less cash and cash equivalents) of $395 million at 30 June 2019 was $645 million (or 62%) lower than the prior period. All of Newcrest’s debt is US dollar denominated. The gearing ratio (net debt as a proportion of net debt and total equity) as at 30 June 2019 was 4.9%. This is a reduction from 12.2% as at 30 June 2018, reflecting the increase in cash and cash equivalents in the current period. Components of the movement in net debt and gearing for the period ended 30 June 2019 are outlined in the table below. $m Corporate bonds – unsecured Capitalised transaction costs on facilities Total borrowings Less cash and cash equivalents Net debt Total equity Net debt and total equity Gearing (net debt/net debt and total equity) 2019 2,000 (5) 1,995 (1,600) 395 7,631 8,026 4.9% 2018 2,000 (7) 1,993 (953) 1,040 7,462 8,502 12.2% Change Change % – 2 2 (647) (645) 169 (476) (7.3) – 29% 0% (68%) (62%) 2% (6%) (60%) OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT5.2.2. Leverage and Interest Coverage Ratio Newcrest’s net debt to EBITDA (leverage ratio) as at 30 June 2019 decreased to 0.2 times (compared to 0.7 times at 30 June 2018) as a result of higher EBITDA and the increase in cash and cash equivalents in the current period. 55 $m Net debt EBITDA (trailing 12 months) Net debt to EBITDA (times) 2019 395 1,670 0.2 As at 30 June 2018 1,040 1,565 0.7 Change Change % (645) 105 (0.5) (62%) 7% (71%) Newcrest’s interest coverage ratio increased to 24.2 times as at 30 June 2019 as a result of higher EBITDA and the increase in cash and cash equivalents in the current period. $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 Net interest payable Interest Coverage Ratio For the 12 months ended 30 June 2019 1,670 (17) (9) 1,644 94 (17) (9) 68 24.2 2018 1,565 (20) (8) 1,537 114 (20) (8) 86 17.9 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). 5.2.3. Liquidity coverage Newcrest had $3,600 million of cash and committed undrawn bank facilities as at 30 June 2019. $m As at 30 June 2019 Cash and cash equivalents Corporate bonds Bilateral bank debt facilities Coverage As at 30 June 2018 Cash and cash equivalents Corporate bonds Bilateral bank debt facilities Subsidiary bank loan Coverage Facility utilised Available liquidity Facility limit n/a 2,000 – 2,000 n/a 2,000 – – 2,000 1,600 – 2,000 3,600 953 – 2,000 20 2,973 n/a 2,000 2,000 4,000 n/a 2,000 2,000 20 4,020 NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 56 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 updated World Gold Council Guidance Note on Non-GAAP Metrics which was released in November 2018 and partially adopted by Newcrest (due to the inability to adopt the leasing changes until after 30 June 2019)), 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 are 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. In the current period, Statutory profit was equal to Underlying profit. Profit after tax attributable to Newcrest shareholders $m Statutory profit Total significant items Underlying profit Profit after tax attributable to Newcrest shareholders $m Statutory profit Asset impairment loss (Telfer) Asset impairment loss (Azucar) Write-down of property, plant and equipment (Namosi) Write-down of property, plant and equipment (Bonikro) Net investment hedge gain (Bonikro) Write-down of tax asset (Gosowong) Total significant items Underlying profit For the 12 months ended 30 June 2019 Before Tax and Non- controlling interest 830 – 830 Non- controlling interest 3 – 3 Tax (272) – (272) For the 12 months ended 30 June 2018 Before Tax and Non- controlling interest 327 269 6 72 15 (29) – 333 660 Non- controlling interest (7) – – – (1) – (2) (3) (10) Tax (118) (81) – – – – 8 (73) (191) After tax and Non- controlling interest 561 – 561 After tax and Non- controlling interest 202 188 6 72 14 (29) 6 257 459 OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT6.2. Reconciliation of Underlying profit to EBIT and EBITDA $m Underlying profit Non-controlling interests Income tax expense Net finance costs EBIT Depreciation and amortisation EBITDA For the 12 months ended 30 June 2019 2018 57 561 (3) 272 94 924 746 459 10 191 114 774 791 1,670 1,565 6.3. Reconciliation of All-In Sustaining Cost and All-In Cost to cost of sales “All-In Sustaining Cost” and “All-In Cost” (“AIC”) are non-IFRS measures which Newcrest has adopted since the guidance was released by the World Gold Council in June 2013. The World Gold Council released an update to the guidance note in November 2018. In accordance with the World Gold Council recommendation, Newcrest has elected to partially apply the updated guidance from 1 January 2019, with the partial nature reflecting Newcrest’s inability to apply the leasing changes until after 30 June 2019. Newcrest will apply the leasing changes to AISC and AIC from 1 July 2019, when Newcrest adopts the updated leasing standard in the financial statements, after which Newcrest will be able to fully apply the updated guidance note. Gold sales (koz) Cost of sales4 Depreciation and amortisation By-product revenue4 Gold concentrate treatment and refining deductions4 Corporate costs Sustaining exploration Production stripping and underground mine development Sustaining capital expenditure Rehabilitation accretion and amortisation All-In Sustaining Costs Non-sustaining capital expenditure12 Growth and development expenditure Non-sustaining exploration All-In Cost For the 12 months ended 30 June Reference 2019 $m US$/oz 2018 $m US$/oz 6.3.1 6.3.2 6.3.3 6.3.4 6.3.7 6.3.5 6.3.6 6.3.6 6.3.4 6.3.7 2,529 2,648 (727) (569) 35 90 14 115 248 11 1,865 153 11 64 2,093 1,047 (288) (225) 14 36 5 46 98 5 738 60 4 26 828 2,308 2,724 (777) (543) – 90 10 150 250 22 1,926 141 – 62 2,129 1,180 (336) (235) – 39 5 65 108 9 835 61 – 27 923 12. Represents spend on major projects that are designed to increase the net present value of the mine are not related to current production. Significant projects in the current period include key expansion projects at Cadia (including PC2-3 feasibility study, mill expansion and recovery studies), projects to facilitate mining of the Kapit ore-body, step-change throughput and recovery related projects at Lihir and Wafi-Golpu project capital. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 58 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 sales4 $m Cost of sales as per the consolidated income statement Less: Earnings normalisation adjustments13 Normalisation of earnings related to seismic event Reversal of insurance proceeds related to prior adjusted periods Total Cost of Sales 13. The prior period includes an earnings normalisation adjustment relating to the seismic event at Cadia of $11/oz. 6.3.2. Depreciation and amortisation $m Depreciation and amortisation per Note 5(b) of the consolidated financial statements14 For the 12 months ended 30 June 2019 2,648 – – 2018 2,749 (50) 25 2,648 2,724 For the 12 months ended 30 June 2019 727 2018 777 14. This relates to the depreciation and amortisation element of cost of sales. Corporate asset depreciation is shown separately below in 6.3.4 Corporate costs. 6.3.3. By-product revenue4 $m Copper concentrate sales revenue Copper concentrate treatment and refining deductions Total copper sales revenue per Note 5(a) of the consolidated financial statements Silver sales revenue Silver concentrate treatment and refining deductions Total silver sales revenue per Note 5(a) of the consolidated financial statements Total By-product revenue 6.3.4. Corporate costs $m Corporate administration expenses per Note 5(c) of the consolidated financial statements Less: Corporate depreciation Less: Growth and development expenditure Total Corporate costs 6.3.5. Production stripping and underground mine development $m Advanced operating development Production stripping per the consolidated financial statements Total production stripping and underground mine development 6.3.6. Capital expenditure $m Payments for property, plant and equipment per consolidated financial statements Assets under construction, development and feasibility expenditure per consolidated financial statements Information systems development per consolidated financial statements Total capital expenditure 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 Total capital expenditure For the 12 months ended 30 June 2019 2018 651 (96) 555 15 (1) 14 569 526 – 526 17 – 17 543 For the 12 months ended 30 June 2019 2018 120 (19) (11) 90 104 (14) – 90 For the 12 months ended 30 June 2019 2018 (15) 130 115 – 150 150 For the 12 months ended 30 June 2019 2018 230 153 18 401 248 153 401 217 160 14 391 250 141 391 OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORT6.3.7. Exploration expenditure $m Exploration and evaluation expenditure per consolidated financial statements Sustaining exploration (per 6.3 of the Operating and Financial Review) Non-sustaining exploration (per 6.3 of the Operating and Financial Review) Total exploration expenditure For the 12 months ended 30 June 2019 2018 59 78 14 64 78 72 10 62 72 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). $m EBIT Total capital (net debt and total equity) – as at 30 June 2017 Total capital (net debt and total equity) – as at 30 June 2018 Total capital (net debt and total equity) – as at 30 June 2019 Average total capital employed Return on Capital Employed For the 12 months ended 30 June 2019 924 – 8,502 8,026 8,264 11.2% 2018 774 9,033 8,502 – 8,768 8.8% 7. Risks Newcrest’s mission is to safely deliver superior returns to our stakeholders from finding, developing and operating gold/copper mines. In pursuit of this, Newcrest is focused on the following five pillars and fulfilling the associated aspirations by the end of calendar year 2020: – Safety and Sustainability: Zero fatalities and industry leading Total Recordable Injury Frequency Rate – People: First quartile Organisation Health – Operating Performance: First quartile Group AISC per ounce – Technology and Innovation: Five breakthrough successes – Profitable Growth: Exposure to five Tier One orebodies Newcrest’s business, operating and financial results and performance are subject to various risks and uncertainties, some 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 impact on the business, operating and/or financial results and performance and fulfilment of the aspirations 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 the risks and uncertainties associated with Newcrest’s business. Additional risks and uncertainties not presently known to Management and the Board, or that Management and the Board currently believe to be immaterial or manageable, may adversely affect Newcrest’s business. Newcrest has a Risk Management Framework and process in place to identify those risks that may have a material impact on the Group. Material Risks are documented and monitored with the implementation of preventative and mitigating processes and controls. Mitigating processes and controls are designed to minimise the adverse impact on Newcrest should a risk or uncertainty materialise. Implemented processes and controls may not eliminate the risk or the potential impact entirely. Further, Newcrest’s business, operating and/or financial results and performance may be materially impacted should any such actions and controls fail or be disrupted. Further information on Newcrest’s approach to risk management is set out in Newcrest’s Corporate Governance Statement. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 60 7. Risks continued External Risks Fluctuations in external economic drivers External economic drivers (including macroeconomic, metal prices, exchange rates and costs) Market price of gold and copper Newcrest’s revenue is principally derived from the sale of gold and copper based on prevailing market prices. 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 and policies, changes in inflationary expectations, interest rates, global economic growth expectations, and actual or expected gold purchases and/or sales by central banks), speculative positions taken by investors or traders, changes in demand for gold and copper including due to product substitution, changes in supply for gold and copper, as well as gold hedging and de-hedging by gold producers. Newcrest is predominantly an unhedged producer. Newcrest has hedges over a portion of Telfer’s future planned gold production for FY20 to FY23 to secure margins on a portion of planned future sales and support investment in future planned cutbacks and mine development. Newcrest’s Telfer operation is a large scale, low grade mine and its profitability and cash flow are both very sensitive to the realised Australian Dollar gold price. Foreign exchange rates Given the geographic spread of Newcrest’s operations, earnings and cash flows are exposed to multiple currencies, including a portion of spend at each operation being denominated in the local currency. The relative movement of these currencies (particularly the Australian dollar) against the US dollar may have a significant impact on Newcrest’s financial results and cash flows, which are reported in US dollars. Increased costs, capital and commodity inputs Operating costs are subject to variations 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 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 the cost of commodity inputs consumed in extracting and processing ore (including electricity, fuel, chemical reagents, explosives, tyres and steel), and labour costs associated with those activities. Newcrest currently hedges a portion of its expected fuel requirements. Other input costs are generally not hedged. However, where it considers appropriate, Newcrest enters into short term, medium term or evergreen contracts at fixed prices or fixed prices subject to price rise and fall mechanisms. Examples of impacts Actual or forecasted lower metal prices, and/or adverse movements in exchange rates and/or adverse movements in operating costs 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; – reduce the market value of Newcrest’s gold or copper inventory and Newcrest’s estimates of Mineral Resources and Ore Reserves; – 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 Mineral Resources may not be mined; – affect Newcrest’s future operating activities and financial results through changes to proposed project developments; and – result in changes in the estimation of the recoverable amount of Newcrest’s assets when assessing potential accounting impairment of those assets. Newcrest looks to manage the impact of adverse movements in these factors by seeking to be a relatively low-cost gold producer, maintaining a strong balance sheet, and having sufficient liquid funds and committed undrawn bank facilities available to meet the Group’s financial commitments. Examples of estimated potential financial impacts in the 2020 Financial Year of metal prices and exchange rates are approximately as follows: Element Realised gold price Realised copper price AUD:USD exchange rate Change +/–$10/oz +/–$0.05/lb +/–A$0.01 Impact on Estimated Impact Revenue Revenue EBIT +/–$22m +/–$11m –/+$15m OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTPolitical events, Government actions, changes in law and regulation and inability to maintain title Political events, actions by Governments and tax authorities Newcrest has exploration, development and production activities that are subject to political, economic, social, regulatory and other risks and uncertainties. 61 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 cash, 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 policy regimes applicable to mining in a number of the jurisdictions in which Newcrest has interests (including Papua New Guinea); 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. In Papua New Guinea, a recent change of Prime Minister has been accompanied with an increase in discussion around future policy directions, including in relation to the extractives sector. Potential policy changes could include changes to the level and manner of local equity participation in projects, taxation regimes, changes to foreign exchange controls, and/or changes in controls pertaining to the holding of cash and remittance of profits and capital to the parent company. In Indonesia, restrictions on foreign ownership of mineral assets have been steadily increasing, impacting Newcrest’s current and planned operations in the country. Tighter controls on repatriation of earnings by foreign companies have been introduced in an effort to assist current account and foreign exchange volatility. In Ecuador, a relatively new large-scale mining jurisdiction, policies and regulations are evolving amid a broader debate on the benefits and impacts of mining. Current and potential future legal challenges seeking to restrict mining activities in Ecuador present a risk to the mining industry. There can be no certainty as to what changes might be made to relevant law or policy in the jurisdictions where the Group has current or potential future interests, or the impact that any such 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. Changes in law and regulation and inability to maintain title Newcrest’s current and future mining operations, development projects and exploration activities are subject to various laws, policies and regulations and to obtaining and maintaining the necessary titles, authorisations, permits and licences, and associated land access arrangements with the local community and various layers of Government, which authorise those activities under the relevant law (Authorisations). Changes in law, policies or regulations, or to the manner in which they are applied to Newcrest may have the potential to materially impact the value of a particular operation or the Group as a whole. Failure to comply with legal requirements may result in Newcrest being subject to enforcement actions with potentially material consequences, such as financial penalties, suspension of operations and forfeiture of assets. In several jurisdictions where Newcrest has existing interests, the legal framework is increasingly complex, onerous and subject to change. Changes in laws may result in material additional expenditure, taxes or costs, restrictions on the movement of funds, or interruption to, or operation of, Newcrest’s activities. Disputes arising from the application or interpretation of applicable laws, policies or regulations in the countries where Newcrest operates could also adversely impact Newcrest’s operations, financial performance and/or value. There can be no guarantee that Newcrest will be able to successfully obtain and maintain the necessary Authorisations or obtain and maintain the necessary Authorisations on terms acceptable to Newcrest, 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 and/or processing activities. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 62 7. Risks continued Climate Change Newcrest has exposure to a range of climate change risks related to the transition to a lower-carbon economy and have used the Taskforce on Climate-Related Financial Disclosure (TCFD) framework to frame its climate change risk assessment. Newcrest has identified the following risks: policy and legal developments; technology; reputation; and increased cost of inputs and raw materials. Newcrest also identified risks related to the physical impacts of climate change. Gold and copper mining operations are energy intensive and in the short term, Newcrest expects to continue to rely heavily on fossil fuels. However, Newcrest is seeking opportunities to improve its energy efficiency to reduce direct mining and processing costs and is assessing options to use renewable power generation and low emission technologies to reduce its greenhouse gas emissions intensity. In 2019, the Board approved Newcrest’s climate change policy and from 2020 Newcrest plans to progressively adopt the TCFD framework for reporting on climate related aspects in our Sustainability Report. Newcrest continues to take steps to manage its risks and build resilience to climate change, as well as to position itself for new opportunities. In order to manage risks associated with policy and legal developments and to inform our investments, Newcrest has adopted a protocol for applying shadow carbon prices of US$25/tonne and US$50/tonne CO2–e in the period to 2030 for jurisdictions where there are no regulated carbon prices. Using the two carbon prices will enable a range of sensitivities to carbon price be considered for specific projects. Newcrest’s operating sites are vulnerable to physical climate impacts. As part of its risk management framework, Newcrest has identified risks that potentially relate to physical climate impacts, mainly at an operating site level. Extreme weather events have the potential to damage infrastructure, disrupt operations and delay delivery of products to market. Newcrest is working with experts to better understand physical threats from climate change at its current and planned operating sites and to put in place adaptation plans to ensure that we have considered these risk factors in our design criteria for site operations and infrastructure. Financial Risks Capital and Liquidity Newcrest has a range of debt facilities with external financiers including unsecured committed bilateral bank debt facilities and corporate unsecured senior notes (or ‘bonds’). Newcrest has structured these debt facilities to have varying maturities so that its refinancing obligations are staggered. Although Newcrest currently forecasts to generate sufficient funds and/or have access to sufficient liquidity to service its debt requirements, no assurance can be given that Newcrest will be able to do so in the future or meet its financial covenants, its debt repayment obligations, or be able to refinance its debt prior to its expiry, any or all of which may adversely affect its ability to continue to operate. Newcrest may in the future draw on its committed bilateral bank debt facilities or seek additional funds through means such as asset divestitures, equity raisings, or additional debt (or some combination of these). Newcrest’s ability to draw on or raise additional funding, and its ability to service that funding, may be influenced by factors including (without limitation) macroeconomic conditions such as gold and copper prices, sector appetite of investors, Newcrest’s forecast and actual performance, regulatory change, strength of the banking sector, and the status of the financial or capital markets. Counterparty credit risk Newcrest is exposed to counterparties defaulting on their payment obligations which may adversely affect Newcrest’s financial condition and performance. Newcrest limits its counterparty credit risk in a variety of ways. Bank credit risk on funds held for investment is reduced through maximum investment limits being applied to banks for financial institutions based on their credit ratings. Where possible, Newcrest holds funds for investment with banks or financial institutions with credit ratings of at least A– (S&P) equivalent and in countries rated at least A– (S&P) equivalent. Due to banking and foreign exchange regulations in some of the countries in which we operate, funds may be held in countries or with banks or financial institutions with lower credit ratings. Newcrest only enters into derivative financial instruments with banks or financial institutions with credit ratings of at least BBB (S&P) equivalent. All customers who wish to trade on credit terms are subject to credit risk analysis. Newcrest is also exposed to counterparty risk arising from a potential failure of an insurer on Newcrest’s panel in the event of a valid claim. Newcrest limits its insurer counterparty risk by diversification of insurers across the Newcrest portfolio and insures with insurance companies with a credit rating of at least A– (S&P) equivalent where possible. 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 insurance policies carry deductibles and limits which will lead to Newcrest not recovering the full monetary impact of an insured event. 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, such as where insurance is not available, where the premium associated with insuring against the risk is considered excessive, or if the risk is considered to have a low likelihood of eventuating. Uninsured Risk OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTStrategic Risks Failure to discover new ore reserves or to enhance and realise new ore reserves 63 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 and process plants, 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 and acquisition activities in replacing gold and copper reserves depleted by production, the development of new projects and the expansion of existing operations. The challenge of sustaining and replacing projects for production is increased by the level of competition over these development opportunities. 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, remote locations, and the complexity and depth of ore bodies. 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 surveys, 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 metal prices, foreign exchange rates, the required return on capital, regulatory requirements, tax regimes and future cost of development and mining operations. 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, fiscal and regulatory frameworks, 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. 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. The estimates of Mineral Resources for the Red Chris deposit are qualifying foreign estimates under the ASX Listing Rules reported in accordance with the National Instrument 43–101 by Imperial. The estimates are not reported in accordance with the JORC Code. Competent persons have not done sufficient work to classify the qualifying foreign estimates as Mineral Resources in accordance with the JORC Code. It is uncertain, that following evaluation and further exploration, the foreign estimates will be able to be reported as Mineral Resources in accordance with the JORC code or that the quantity of Mineral Resources estimated in accordance with the JORC Code will be equal or greater than the foreign estimates. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 64 7. Risks continued Joint venture risk Inability to make or to integrate new acquisitions Operational Risks Operational failures or catastrophes and natural hazards Information technology and cyber risk Joint venture arrangements Newcrest has joint venture interests, including its interests in the Wafi-Golpu Project in Papua New Guinea, the Red Chris mine in Canada, 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 integration of acquisitions to realise synergies, unanticipated costs and liabilities, inability to realise targeted upsides and unanticipated issues that impact operations. Newcrest may also be liable for the acts or omissions of previous owners of the acquired business 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 or derived from the acquired business. Newcrest’s mining operations are subject to operating risks and hazards including (without limitation) unanticipated ground conditions, failure of tailings facilities, industrial incidents, infrastructure and equipment under-performance or failure, shortage of material supplies, transportation and logistics issues in relation to the Group’s workforce and equipment, underperformance of key suppliers or contractors, natural events and environmental incidents, health and safety related incidents, and interruptions and delays due to community and/or security issues. A key operational risk for Newcrest is the availability and price of fuel, 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 materially affect an operation. Some of Newcrest’s operations 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, seismic activity and rock temperature. 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 and elsewhere. Risks include that a cave may not propagate as anticipated, excessive air pockets may form during the cave propagation, unplanned ground movement may occur due to changes in stresses released in the surrounding rock. Excessive water ingress, 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 safely resolve any unexpected problems relating to these conditions at a commercially reasonable cost may adversely 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. 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 and system defects. The impact of IT systems interference or disruption could include production downtime, operational delays, destruction or corruption of data, disclosure of commercially sensitive information and data breaches any of which could have a material impact on Newcrest’s business, operations or financial condition and performance. Disaster recovery plans are in place for all of Newcrest’s major sites and critical IT systems. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTFailure to attract and retain key employees and effectively manage industrial relations issues Newcrest seeks to attract and retain employees and third-party contractors with the appropriate skills and experience necessary to continue to operate its business. A loss of key personnel or a failure to attract appropriately skilled and experienced personnel could affect its operations and financial condition. While there can be no assurance that Newcrest will be able to attract and retain skilled and experienced personnel, Newcrest values its people and has policies, procedures and frameworks in place to mitigate this risk. Newcrest focuses on diversity and inclusion in the workplace, and developing its people at all levels. 65 Reliance on contractors Marketing 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 persons trained by Newcrest will be retained in the future. Some aspects of Newcrest’s production, development and exploration activities are conducted by contractors. As a result, Newcrest’s business, operating and financial performance and results may be negatively impacted by the availability and performance of these contractors and their financial strength. The material risks associated with contractors 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. Newcrest produces gold dore which is currently delivered to gold refineries in Australia and Indonesia with associated risks including penalties from producing dore outside of the contractual specifications, theft and fluctuating transportation charges. Transportation of the dore is also subject to numerous risks including delays in delivery of shipments, terrorism and weather conditions. Sales of gold dore may also be adversely impacted by delays and disruption at Newcrest’s operations or the operations of one or more of the receiving refineries and consequent declarations of force majeure at Newcrest’s or buyer’s operations. In addition to gold dore, Newcrest produces mineral concentrates which are exported by ocean vessels to smelters, located predominantly in Asia, with associated risks including fluctuating smelter charges, marine transportation charges and inland freight charges. Transportation of the concentrate is also subject to numerous risks including 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 Newcrest’s operations or the operations of one or more of the receiving smelters and consequent declarations of force majeure at Newcrest’s or buyer’s operations. 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. Governance and Compliance Risk Corporate culture and business conduct Litigation Newcrest’s reputation and licence to operate is dependent upon on-going responsible, lawful and ethical business conduct. Failure to do so can result in serious consequences, ranging from public allegations of misbehaviour and reputational damage through to fines, regulatory intervention or investigation, temporary or permanent loss of licences, litigation and/or loss of business. Newcrest’s management, standards, policies, controls and training instil and reinforce a culture across the organisation whereby employees are encouraged to act lawfully and ethically, in a socially-responsible manner. Training in relation to key policies including, but not limited to, the Code of Conduct, Anti-Bribery and Corruption Policy, continuous disclosure and insider trading prohibitions promote an understanding of Newcrest’s legal obligations and acceptable business conduct. The Legal Governance Compliance team has been established to implement a group wide framework and program to ensure that employees in high risk roles understand key legal compliance obligations and mitigate against the risk of a breach of a key compliance obligation. However, there is a risk that Newcrest employees or contractors will fail to adhere to Group policies, standards, and procedures that provide guidance on ethical and responsible business conduct and drive legal compliance. 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. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 66 7. Risks continued Health, Safety and Sustainability Health and Safety Environment and Closure There are numerous occupational health and safety risks associated with mining and metallurgical processes. Newcrest has in place a full Health, Safety and Environment management system with associated standards, tools and governance processes to ensure hazards are identified, effectively managed and that controls are effective. Newcrest’s Safety Transformation has been designed to manage the fatality risks in the business by improving safety culture, increasing the effectiveness of critical controls and improving process safety by designing, building and maintaining our operations to a higher standard. Health and hygiene reviews are conducted with a view to identifying the risks to people. 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 Newcrest’s operations also means that 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. Mining and processing operations and development activities have inherent risks and liabilities associated with potential harm to the environment. Newcrest’s activities are therefore subject to extensive environmental law and regulation in the various jurisdictions in which it operates. Compliance with these laws requires 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 monitors its regulatory obligations on an ongoing basis and has systems in place to track and report against these requirements and commitments. This extends to voluntary commitments such as the Cyanide Code and the International Council for Mining and Metals. Newcrest’s operations may create a risk of exposure to hazardous materials. Newcrest uses hazardous material (for example, cyanide at some operations) and generates waste products that must be disposed of either through offsite facilities or onsite permitted landfills and waste management areas. Mining and ore refining processes at Newcrest sites also generate waste by-products such as tailings to be managed (by the use of tailings storage facilities or, in the case of Lihir, deep sea tailing placement) and waste rock (to be managed in waste rock dumps or in the case of Lihir, permitted barge dumping locations). Geochemical reactions within long-term waste rock dumps or low grade ore storage stockpiles may also lead to the generation of acid and metalliferous drainage that needs to be managed. 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. Impacts to biodiversity and air quality can also occur from these activities and requires active management and planning to minimise. Newcrest is required to close its operations and rehabilitate the lands that it disturbs during the exploration and operating phases in accordance with applicable mining and environmental laws and regulations. A closure plan and an estimate of closure and rehabilitation liabilities is 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. OPERATING AND FINANCIAL REVIEWDIRECTORS’ REPORTFailure to maintain community relations 67 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 operations, development projects 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 landholders and the wider community. Typically, where Newcrest has exploration activities, development projects or operations, it enters into agreements with local landholders and the wider local community. 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 operational activities or delays to project implementation. 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 current and ongoing review process, and in the context of the previous review (FY00–FY07), 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 operations and development projects. 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 activities and potentially cause operational disruptions or delays to project development until resolved. NEWCREST 2019 ANNUAL REPORTOPERATING AND FINANCIAL REVIEWDirectors’ Report continued 68 REMUNERATION REPORT 16 August 2019 Dear Shareholder, On behalf of the Board of Newcrest, we are pleased to provide our Remuneration Report for the year ended 30 June 2019, for which we seek your support at our Annual General Meeting (AGM) in November 2019. This report explains the links between Newcrest’s Executive remuneration framework and Newcrest’s strategy and performance. Year in review Newcrest achieved very strong results in the current period, with our lowest reported annual All-In Sustaining Cost (AISC) per ounce and over $800 million in free cash flow. Gold and copper production were 6% and 36% higher respectively than the prior year. Cadia achieved a record year for production and its lowest reported AISC per ounce and Lihir delivered another year of free cash flow in excess of $300m. All our operations were free cash flow positive in the current year. This strong operating performance was supported by a continued improvement in our safety performance, with a 3% reduction in our Total Recordable Injury Frequency Rate (TRIFR) compared to the prior year. Our strong operating and financial performance allowed us to further reduce our net debt and strengthen the balance sheet as well as increasing dividends to shareholders, with the dividends relating to the 2019 financial year being 19% higher than the dividends relating to the 2018 financial year. During the 2019 financial year we agreed to acquire a 70% interest in the Red Chris mine in British Columbia, Canada, (which was subsequently completed on 15 August 2019), divested the Sèguèla project in Côte d’Ivoire and entered into several additional early stage exploration arrangements in Australia, Chile, Ecuador and the USA. Newcrest paid dividends to shareholders during the 2019 financial year totalling US18.5 cents per share and delivered a total shareholder return for the year of 47.7% to shareholders. As foreshadowed in the 2018 Notice of Annual General Meeting, Rick Lee AM retired from the Board, with effect from 14 November 2018 and Peter Tomsett joined the Board as an independent Non-Executive Director (NED) on 1 September 2018. Following the retirement of Rick Lee, Philip Aiken AM became Chairman of the Human Resources and Remuneration Committee. Remuneration outcomes Short term incentive (STI) outcomes for our Executives for the 2019 financial year ranged from 60.0% to 65.8% of the maximum possible award. 59.5% of the 2015 Long Term Incentives (LTIs) vested during the 2019 financial year. Executives received increases in Total Fixed Remuneration (TFR) between 1.3% and 4.3% effective 1 October 2018 following benchmarking undertaken by the Board’s independent remuneration adviser against the ASX 11 – 40 companies at that time (primary reference), and an ASX Custom Peer Group and major Global Gold comparators, as described at section 4.1. Remuneration framework We have made no material changes to the Executive Remuneration framework in the 2019 financial year. The Board remains committed to ensuring that Newcrest’s remuneration framework is aligned to the Company’s strategy and performance and that it is effective in attracting, rewarding and retaining high calibre people and driving strong individual and Group performance in the interests of both the Company and its shareholders and in accordance with the Company’s values and risk profile. To this end, the structure of, and the performance conditions for, both the STI and LTI Plans have been reviewed. Minor changes were made to the structure and performance conditions for the STI for the 2019 financial year. The performance conditions and weighting attributed to the personal measures for the STI for the 2019 financial year reflect the five pillars that underpin the Company’s strategy to 2020. We continue to welcome shareholder feedback and thank you for your continued support. Philip Aiken AM Chairman, Human Resources and Remuneration Committee REMUNERATION REPORTDIRECTORS’ REPORT REMUNERATION REPORT This Report details the remuneration arrangements in place for the key management personnel (KMP) being those people who have authority for planning, directing and controlling the activities of the Company. 69 During the year the Human Resources and Remuneration Committee re-examined the classification of KMP for the 2019 financial year. After due consideration, it was determined that the persons who had the authority for planning, directing and controlling the activities of the Company were those who were responsible for planning, directing and controlling the activities of the Company’s major profit generating assets and growth and development portfolio. Accordingly, it was determined that the KMP for the 2019 financial year comprised the Managing Director and Chief Executive Officer, the Finance Director and Chief Financial Officer, the Executive General Manager (EGM) Cadia and Lihir, the EGM Gosowong, Telfer and Health, Safety, Environment and Security (HSES), the Chief Development Officer (together, the Executives) and the NEDs. This Report has been audited under section 308(3C) of the Corporations Act 2001. Contents Section 1 Key Management Personnel Section 2 Remuneration Snapshot Section 3 Remuneration Governance Section 4 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 69 70 71 71 79 83 83 84 85 1. Key Management Personnel (KMP) The following table sets out the Company’s KMP during the 2019 financial year. Each of the KMP held their position for all of the 2019 financial year, unless stated otherwise. Name Role Executive Directors Sandeep Biswas Gerard Bond Other Executives Craig Jetson Michael Nossal Philip Stephenson Non-Executive Directors Peter Hay Philip Aiken AM Roger Higgins Rick Lee AM Xiaoling Liu Vickki McFadden Managing Director and Chief Executive Officer (CEO) Finance Director and Chief Financial Officer (CFO) EGM Cadia and Lihir Chief Development Officer (CDO) EGM Gosowong, Telfer and HSES Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director (1 July 2018 – 14 November 2018) Non-Executive Director Non-Executive Director Peter Tomsett Non-Executive Director (from 1 September 2018) Subsequent to 30 June 2019, the following changes to KMP have been announced: – Craig Jetson will cease employment with effect from the end of 2019; and – Michael Nossal will cease employment in the first quarter of calendar year 2020. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 70 2. Remuneration Snapshot 2.1. Key remuneration outcomes for the 2019 financial year Executive Remuneration STI Outcomes LTI Outcomes All Executives received an increase in TFR, between 1.3% and 4.3% as part of the 2018 annual salary review, effective 1 October 2018. The average STI outcome for the 2019 financial year for Executives was 62.6% of the maximum opportunity, based on the assessment of business and personal measures. During the 2019 financial year, 59.5% of the Rights granted under the 2015 LTI Plan vested reflecting the Company’s performance over the three year performance period to 30 June 2018. The 2016 LTI Plan (under which grants of LTI rights were made in the 2017 financial year) is expected to vest on or around 15 November 2019 and it is anticipated that the vesting levels will be in the range of 90% to 100%. NED Remuneration Base Board fees were not changed during the 2019 financial year. Following benchmarking, Committee fees were increased by 10%, with effect from 1 July 2018, to reflect the workload of the Committees and to position them more closely to the peer group. 2.2. Actual Remuneration The table below details the cash and value of other benefits actually received by the Executives in the 2019 financial year in their capacity as KMP. This is a voluntary disclosure to provide shareholders with increased clarity and transparency in relation to Executive remuneration. It includes the value of LTI Rights that vested during the year. See section 9.1 for the statutory remuneration table that has been prepared in accordance with statutory obligations and Australian Accounting Standards. Non-Statutory Executive Remuneration for the 2019 financial year TFR(1) STI Paid as cash(2) Other Cash Benefits(3) Other Benefits(4) LTI Rights Vested(5) Restricted STI Shares Vested(6) Total Executive US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson 1,700 1,083 711 681 711 560 355 253 344 207 31 – – – 75 38 9 7 7 81 2,467 1,059 657 372 697 372 355 207 334 168 6,378 2,087 1,520 2,093 1,463 Notes to Non-Statutory Executive Remuneration (1) TFR (Total Fixed Remuneration) comprises base salary and superannuation contributions. (2) Represents amounts paid under the STI Plan during the year, relating to performance for the 2018 financial year. The cash component was paid in October 2018. (3) Comprises cash payments for travel costs. (4) Represents non-monetary benefits such as parking, insurance and applicable fringe benefits tax paid on benefits. (5) Represents Rights that have vested under the 2015 LTI Plan. The Shares issued on vesting remain subject to a one year holding lock (i.e. they are included in this column but are not available for trading until 5 November 2019). The value of the Rights has been determined based on the share price at the close of business on the vesting date of A$20.73 (US$15.01). (6) On 29 October 2018, ordinary Newcrest shares were released by Pacific Custodians Pty Ltd as trustee for the Newcrest Employee Share Trust to: • Sandeep Biswas (35,209), Gerard Bond (11,889), Craig Jetson (6,499), Michael Nossal (11,184) and Philip Stephenson (5,422) in accordance with the STI Plan for the 2016 financial year which required deferral of part of the STI award for these Executives. On release, 242 of Craig Jetson’s shares were sold to meet the Company’s tax withholding obligation for the time during the restriction period Craig spent working in PNG. • Sandeep Biswas (36,533), Gerard Bond (12,137), Craig Jetson (7,518), Michael Nossal (11,418) and Philip Stephenson (5,958) in accordance with the STI Plan for the 2017 financial year which required deferral of part of the STI award for these Executives. The value of the Shares has been determined based on the share price at the close of business on the vesting date of A$20.80 (US$14.76). TFR, Other Cash Benefits and Other Benefits have been translated from Australian dollars to US dollars using an average exchange rate of 0.7156. STI Paid as cash, LTI Rights Vested and Restricted STI Shares Vested have been translated at the rate applicable on the date of the event. LTI Rights Vested and Restricted STI Shares Vested amounts reflect the share price on the date of vesting. 2.3. Changes planned for the 2020 financial year Executive Fixed Remuneration STI A review of Executives’ TFR against market data is currently underway. From FY20 onwards, participants will be entitled to retain any STI deferred shares after resignation (i.e. the shares will remain on foot for the balance of the two year restriction period). This change recognises that the STI has been earned, whilst also providing ongoing shareholder alignment post-resignation (in that there remains the possibility of clawback if appropriate). LTI NED Remuneration No further material changes are proposed at this stage. No increase in NED fees is proposed at this stage. REMUNERATION REPORTDIRECTORS’ REPORT2.4. Currency Unless otherwise indicated, the currency used in this Report is US dollars which represents Newcrest’s reporting (presentation) currency. 71 Executive remuneration, which is paid in Australian dollars, is translated into US dollars for reporting purposes at a rate of A$1.00:US$0.7156. The TFR for Executives in Australian dollars is shown in section 5.1 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. 3. Remuneration Governance Board Takes an active role in the governance and oversight of Newcrest’s remuneration policies and has overall responsibility for ensuring that the Company’s remuneration strategy aligns with Newcrest’s short and long term business objectives. The Board approves the remuneration arrangements for the CEO, upon recommendation from the Human Resources and Remuneration (HRR) Committee. HRR Committee Established by the Board to review, formulate and make recommendations to the Board in relation to matters within its Charter, including the remuneration arrangements of the CEO, Executives and the NEDs, and oversee 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 Phillip Aiken AM (Chairman), Vickki McFadden, Xiaoling Liu and Roger Higgins, who are each independent NEDs. All Directors are invited to attend HRR Committee meetings. On the retirement of Rick Lee AM immediately following the AGM on 14 November 2018, Philip Aiken AM became Chairman of the HRR Committee and Roger Higgins became a member of the HRR Committee. External Remuneration Consultants Engaged by the HRR Committee to provide advice on remuneration related issues. During the 2019 financial year, KPMG provided advice, 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. KPMG did not provide a remuneration recommendation as defined by the Corporations Act 2001. The Company’s External Remuneration Consultants Policy sets out protocols governing the engagement of external remuneration consultants. 4. Executive Remuneration Framework 4.1. Remuneration Strategy and Guiding Principles Our remuneration strategy is to provide market-competitive remuneration, having regard to the size and complexity of the Company, the scope of each role, and the impact the Executive can have on Company performance. The guiding principles of our remuneration strategy are as set out below. Strategy and Purpose Values and culture Shareholders Performance Market Incorporate framework and processes that reinforce our values and culture. Align interests of Executives with those of shareholders. Provide appropriate levels of “at risk” performance pay to encourage, recognise and reward high performance. Attract and retain talented, high performing Executives by reference to comparable roles. Drive execution of key objectives, which align with the Company’s strategy and will deliver long term growth in shareholder value. This includes our commitment to safety and sustainability. Executive remuneration packages are benchmarked against comparable roles in: – ASX listed companies with market capitalisations ranked between 11 – 40; – a customised peer group comprising largely industrial, materials, energy and utilities companies of comparable scale and international complexity; and – the following global gold mining companies: 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 Goldcorp Corporation. 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. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 72 4. Executive Remuneration Framework continued 4.2. Components of the Executive Remuneration Framework The diagram below outlines the remuneration components for the 2019 financial year for all Executives. Further details regarding each of the remuneration components are provided in sections 4.3 to 4.5. 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 equity Component Delivery Composition Base salary plus superannuation. 50% of STI award paid in cash after the financial year. 50% of STI award deferred as shares, with one half restricted for one year and the other half for two years. Outcomes based on a combination of business performance and personal measures. Subject to clawback and overarching Board discretion. Link with strategic objectives Set to attract, retain, motivate and reward high quality executive talent to deliver on the Company’s strategy. Designed to: – align interests of shareholders and Executives through an appropriate level of “at risk” pay and by delivering 50% in deferred equity; – motivate and 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. Rights with a three year vesting period and shares allocated on vesting subject to a one year holding lock. Outcomes based on ROCE, comparative cost position and relative TSR. Subject to clawback and overarching Board discretion. Designed to: – align interests of shareholders and Executives through an appropriate level of “at risk” pay and by delivering 100% in equity; and – encourage Executives to focus on the key performance drivers which underpin the Company’s strategy to deliver long term growth in shareholder value. The diagram below illustrates how the different components of Executive remuneration provided in respect of the 2019 financial year are delivered over a four year period. FY19 FY20 FY21 FY22 FY23 Salary Paid throughout year Performance Period (12 months) Awarded as Rights STI LTI 50% cash 25% deferred shares 25% deferred shares Deferral Deferral Paid Oct 2019 Released Oct 2020 Released Oct 2021 Performance Period (3 years) Vests as shares Unlocked Holding lock Nov 2018 Nov 2021 Nov 2022 REMUNERATION REPORTDIRECTORS’ REPORTNewcrest’s mix of remuneration components, expressed as a percentage of “maximum” earning opportunity, for current Executives for the 2019 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. 73 Remuneration Mix as a Percentage of Maximum FY2019 (%) 37.5 27.8 26.7 22.2 20.0 22.2 27.8 20.0 33.3 20.8 20.8 20.8 CEO CFO & CDO Other Executives LTI STI (Deferred) STI (Cash) TFR The “at risk” components are subject to deliberately challenging financial and non-financial performance conditions. The potential “maximum” earning opportunity shown above is not expected to be achieved each year, but is designed to only be achieved in respect of exceptional performance. There is no STI awarded unless a threshold level of performance is achieved. For the 2019 financial year, the total remuneration opportunities for the majority of the Executives were within the 50th – 75th percentile range of the benchmarked ASX comparator groups. 4.3. Total Fixed Remuneration (TFR) Feature Composition Description 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. Review TFR is reviewed annually. All Executives received an increase in TFR between 1.3% and 4.3% as part of the 2018 annual review. A review of Executives’ TFR against market data is currently underway. 4.4. Short Term Incentive 4.4.1. Key features of the STI Plan for the 2019 financial year Feature Description Participation Opportunity All Executives are eligible to participate in the STI Plan. For “at target” performance, the CEO has the opportunity to receive 100% of TFR; the CFO and CDO 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 exceptional performance (‘maximum’ STI opportunity). Performance Period The performance period is the financial year preceding the payment date of the STI. For the 2019 financial year, the performance period was 1 July 2018 to 30 June 2019. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 74 4. Executive Remuneration Framework continued 4.4. Short Term Incentive continued 4.4.1. Key features of the STI Plan for the 2019 financial year continued Feature Description 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 specific personal measures applicable to each KMP may change from year to year to reflect business priorities. The relative weightings of these categories may also change from year to year to best reflect each Executive’s priorities. The annual budget generally forms the basis for the “target” performance set by the Board. Further details in relation to the personal STI measures and the outcomes are described in section 5.3.1 and the business measures, are described in section 4.4.2. The diagram below illustrates the indicative weighting of the performance conditions, using the CEO’s FY19 personal conditions as an example. Calculation of STI Award to Executives Payment, Delivery and Deferral Cessation of Employment Clawback STI Amount ($) = ((40% x personal outcome) + (60% x business 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 (in the case of an award to the other Executives) or the Board (in the case of an award to the CEO) has the discretion not to make an STI award to that participant. Accordingly, the minimum value of the STI Award is nil. For Executives, the STI for the 2019 financial year is delivered 50% in cash and 50% in deferred shares in October 2019, following finalisation of the audited annual Company results and the approval of all personal outcomes. Of the deferred component, half of the deferred shares is to be released after 12 months after the allocation date (in October 2020) and the remainder after two years after the allocation date (in October 2021). Deferred shares are forfeited by the Executive if they resign or are dismissed for cause before the shares are released from the restriction, unless the Board determines otherwise. The Executives are entitled to dividends and voting rights attaching to their deferred shares. The value of each STI deferred share will be calculated using the five day volume weighted average price (VWAP) of Newcrest’s share price immediately preceding the date of payment of the cash portion of the STI Award, unless such price is assessed as not being fairly representative of the market price, in which case an alternative and representative VWAP will be agreed by the HRRC. Except at the discretion of the Board: – if a participant resigns or is dismissed for cause during the Performance Period, the participant may not be eligible to receive an STI award for that financial year; and – if a participant ceases employment for any other reason during the Performance Period, the STI award will be reduced on a pro rata basis, but will remain payable in the ordinary course. Except at the discretion of the Board: – if a participant resigns or is dismissed for cause while the deferred shares are subject to restrictions, the deferred shares will be forfeited; and – if the participant ceases employment for any other reason while the deferred shares are subject to restrictions, the participant will be entitled to retain their deferred shares and the shares will remain on foot for the balance of the restriction period and then be released. 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 in the case of fraud, dishonesty, gross misconduct by the Executive 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 STI outcome. This is an important measure to ensure any STI award is appropriate in the circumstances. Personalmeasures 40%Businessmeasures60%Safety 25%Earnings 25%Costs 25% Free Cash Flow 25%Safety & Sustainability 15%Operating Performance 35%People 15%Technology & Innovation 10%Profitable Growth 25%REMUNERATION REPORTDIRECTORS’ REPORT4.4.2. STI performance conditions for the 2019 financial year in detail Business measures for the 2019 financial year Business Measure Weighting Reason the Performance Measure Was Adopted 75 Safety TRIFR(1) (10%) Significant Potential Incident (SPI)(2) Action Close Out on Time (5%) Critical Control Management Verifications(3) (CCM) (5%) NewSafe Next Generation penetration (NewSafe)(4) (5%) Earnings Adjusted Net Profit/(Loss) After Tax and Before Significant Items Costs AISC per ounce(5) Free Cash Flow (FCF) 25% The Company is committed to reinforcing a strong safety culture and improving safety leadership. The NewSafe Next Generation training was a new inclusion for 2019 and is designed to further underpin the development of the safety culture to meet the aspirations of the Safety Transformation Plan. The combined measures maintain a focus on safety performance, as measured by TRIFR, drive critical actions and ensure effective controls are in place to help prevent fatalities and/or serious injuries. 25% 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. 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 and other significant items determined by the Board which are considered to be outside the control of Management. 25% FCF is 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 effect of commodity prices and foreign exchange rates and other significant items determined by the Board which are considered to be outside the control of Management. (1) TRIFR is the total number of recordable injuries per million hours worked. It is a lagging indicator of safety performance. (2) SPI Action 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. (3) Critical Control Management Verification completion ensures that all planned System Verifications (SVs) and Field Control Critical Checks (FCCCs) have been completed. Critical Control Management is the second pillar of Newcrest’s Safety Transformation Plan and is focussed on verifying that effective controls are in place and working for every high risk task. (4) The NewSafe Next Generation program underpins the development of the culture necessary to support the Safety Transformation Plan. This measure aims to ensure that a high proportion frontline leaders, employees and contractors completed the program during the financial year. (5) All-In Sustaining Cost metrics as per World Gold Council Guidance Note on Non-GAAP metrics. Refer to section 6 of the Operating and Financial Review. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 76 4. Executive Remuneration Framework continued 4.4. Short Term Incentive continued 4.4.2. STI performance conditions for the 2019 financial year in detail continued Personal measures for the 2019 financial year For the 2019 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 and taking into account the Company’s key material risks. 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, people and sustainability performance of the Company, its operating performance, value and cash generation, and profitable growth. The personal performance measures for other Executives for the 2019 financial year focussed on their areas of responsibility which, in the case of the operational Executives, included safety, people, production, operational efficiency, material risk management, technology and innovation and sustainability. Non-financial targets are generally aligned to core values, including safety and key strategic and growth objectives. 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 5.3.1. 4.4.3. STI Plan for the 2018 financial year The terms that apply to the 2018 financial year STI award, which was delivered in October 2018 in respect of the performance period from 1 July 2017 to 30 June 2018, are described in detail in the 2018 Remuneration Report. 4.5. Long Term Incentive 4.5.1. Key features of the 2018 LTI Plan (under which Rights were issued during the 2019 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 the Executive receives one fully paid ordinary share for each Right. 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. Rights are automatically exercised and do not have an expiry date. Maximum LTI Opportunity The CEO opportunity is 180% of TFR, the opportunity for the CFO and CDO is 100% of TFR, and the opportunity Grant Date for the other Executives is 80% of TFR. Section 4.2 indicates the value of the grants expressed as a percentage of the total remuneration package. The grant date was 21 November 2018 and Rights under the plan will vest, subject to the satisfaction of the performance conditions, on 21 November 2021. The total number of Rights held by each Executive is summarised in section 9.4. LTI Grant Value For allocation purposes, the value of each Right was calculated based on the face value of the underlying security, using the five day VWAP of Newcrest’s share price immediately preceding the grant date (A$20.4940). Performance period The performance period is the three financial years commencing on 1 July 2018. Performance Conditions Rights issued under the 2018 LTI Plan are subject to the Performance Conditions shown below: Vesting 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 relation 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. On vesting of the Rights, the Board has the discretion, subject to the LTI Plan Rules, to satisfy the vesting obligations by the issue of new shares, transfer of existing shares purchased on-market or by paying a cash equivalent amount. The practice in recent years has generally been to satisfy by shares purchased on-market. Comparativecost position33%Relative totalshareholder return33%ROCE33%REMUNERATION REPORTDIRECTORS’ REPORTFeature Holding lock Dividends Clawback Cessation of employment Change of control Retesting Description 77 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 in respect of 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 in the case of fraud, dishonesty, gross misconduct by the Executive 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. Except at the discretion of the Board: – if a participant gives a notice of resignation or is dismissed for cause, unvested Rights will lapse on cessation of employment; and – i f a participant ceases employment for any other reason, a pro rata number of 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). The Board may exercise its discretion to allow all or some unvested Rights to vest if a change of control event occurs. There is no retesting. Rights that do not vest based on performance over the three year performance period will lapse. Overriding Board discretion The Board retains overriding discretion to adjust the final LTI outcome. This is an important measure to ensure any LTI award is appropriate in the circumstances. 4.5.2. 2018 LTI performance conditions in detail 2018 LTI Performance Conditions Component Assessment 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 per ounce result is a sound basis for the Company to use in assessing comparative cost as it is based on publicly disclosed results. The vesting scale for this measure is as follows: – 0% vests if Comparative Costs are at or above the 50th percentile; – 40% vests if Comparative Costs are less than the 50th percentile, but at or above the 25th percentile; – 100% vests if Comparative Costs are below the 25th percentile. Straight line vesting occurs between these thresholds. The Comparative Costs measure will be assessed using peer data for the period from 1 July 2018 until 30 June 2021. Comparative Cost Position The Company’s measure for the Comparative Cost Position performance condition is the AISC per ounce, adopted by the Company in relation to costs reporting. The AISC per ounce incorporates costs related to sustaining production. Performance over the three year performance period, is compared against other entities based on data sourced from an independent provider selected by the Board. The entities that are included in the independent provider’s database can change from year to year (such as where additional companies begin to report AISC, or where there are mergers and demergers). Cost performance 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. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 78 4. Executive Remuneration Framework continued 4.5. Long Term Incentive continued 4.5.2. 2018 LTI performance conditions in detail continued Component Assessment Reason the Performance Measure Was Adopted Return on Capital Employed (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. For each of the three years of the performance period ROCE 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. Average capital employed for the purpose of this calculation excludes approved capital invested in long-dated projects until commercial production is achieved, so as not to discourage Management’s pursuit of long-dated growth options. Relative TSR Total Shareholder Return (TSR) is a measure of performance over time that combines share price appreciation and dividends paid to show the total return to the shareholder, expressed as an annualized percentage. Relative TSR is a measure of the Company’s TSR performance against that of other gold companies. The vesting scale for this measure is as follows: – 0% vests if ROCE is less than 6%; – 30% vests if ROCE is 6%; – 100% vests if ROCE is 13% or more; Straight line vesting occurs between these thresholds. 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 subsequent years so as to not de-incentivise current or new management. Relative TSR will be measured by comparing Newcrest’s AUD share price performance against the S&P TSX Global Gold Index over three years. Relative TSR will be assessed by averaging performance over the six month period immediately prior to the start (1 January 2018 – 30 June 2018) and the end (1 January 2021 – 30 June 2021) of the performance period. The treatment of dividend and capital adjustments will be in accordance with the adjustments made by the data provider. The vesting schedule for this measure is detailed below. – 0% vests if Relative TSR is below the Index; – 50% vests if Relative TSR is equal to the Index; – 100% vests if Relative TSR exceeds the Index by 18 percentage points or more. Straight line vesting occurs between these thresholds. The Relative TSR measure provides alignment between the outcomes of the Plan and the returns experienced by shareholders, in order to specifically encourage outperformance against other gold mining companies. The S&P TSX Global Gold Index is the most appropriate comparison point for Newcrest to use for the Relative TSR measure because: – As a gold mining company, Newcrest’s share price performance is significantly impacted by fluctuations in the gold price. Accordingly, it is appropriate to compare Newcrest’s performance to that of other gold mining companies. – 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. – 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. REMUNERATION REPORTDIRECTORS’ REPORT4.5.3. Outlook for 2019 LTI Plan Performance Conditions (2020 financial year) The LTI Performance Conditions for the 2019 LTI Plan will be structurally identical to those which apply to the 2018 LTI Plan. 79 4.5.4 LTI Plans for past financial years The terms that apply to the 2015, 2016, and 2017 LTI Plans, which vested or will vest in the 2019, 2020 and 2021 financial years respectively, are described in detail in the 2016, 2017 and 2018 Remuneration Reports. 4.6. Sign-on grants No sign-on rights were issued during the 2019 financial year and none of the Executives held sign-on rights during the 2019 financial year. Sign-on rights granted to Michael Nossal in prior financial years vested in the 2018 financial year. 5. Remuneration Outcomes 5.1. Total Fixed Remuneration (TFR) for the 2019 financial year Set out below is the TFR for the current Executives as at 30 June 2019, shown in Australian dollars. TFR comprises base salary and superannuation contributions. 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 Jetson Michael Nossal Philip Stephenson TFR A$ 30 June 2019 TFR A$ 30 June 2018 % Increase 2,400,000 1,000,000 960,000 1,000,000 785,000 2,300,000 975,000 925,000 975,000 775,000 5.2. Newcrest’s Financial Performance for the past five financial years 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 Underlying profit(1) Cash flows from operating activities Free cash flow(2) EBITDA Margin EBIT Margin Net Debt to EBITDA(5) ROCE Gearing(4) Share price at 30 June(6) Earnings per share(7) Basic Underlying Dividends(8) Gold produced All-in sustaining cost(3) Average realised gold price Measure US$ million US$ million US$ million US$ million % % Times % % A$ US cents/share US cents/share US cents/share 000’s ounces US$/oz sold US$/oz 2019 561 561 1,487 804 44.6 24.7 0.2 11.2 4.9 31.95 73.0 72.8 22.0 2,488 738 1,269 2018 202 459 1,434 601 43.9 21.7 0.7 8.8 12.2 21.80 26.3 59.8 18.5 2,346 835 1,308 2017 308 394 1,467 739 40.5 20.7 1.1 7.9 16.6 20.16 40.2 51.4 15.0 2,381 787 1,263 2016 332 323 1,241 814 39.2 18.0 1.6 6.2 22.8 23.00 43.3 42.1 7.5 2,439 762 1,166 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. See section 4.4.2 for further detail. 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. (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 2014 was A$10.52. (7) Basic EPS is calculated as net profit after tax and non-controlling interests (statutory profit) divided by the weighted average number of ordinary shares. Underlying earnings per share is calculated as net profit after tax and non-controlling interests and before significant items (underlying profit) divided by the weighted average number of ordinary shares. (8) Represents dividends determined in respect of the financial year. 4.3% 2.6% 3.8% 2.6% 1.3% 2015 376 424 1,280 854 38.5 22.6 2.1 7.8 29.3 13.02 49.1 55.3 – 2,423 780 1,236 NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 80 5. Remuneration Outcomes continued 5.2. Newcrest’s Financial Performance for the past five financial years continued The graphs below show Newcrest’s performance over the last five years for metrics used to determine the business component of STI awards, before any adjustments as a result of the exercise of Board discretion. Completion of NextGen training was introduced as a metric for 2019 only. The metric has no historical data prior to 2019 and therefore no chart is included. TRIFR SPI Action Close Out on Time (%) Systems Verifications 3.7 3.6 3.3 100 100 2.3 2.4 98 97 2,028 1,945 1,657 94 2019 2018 2017 2016 2015 2019 2018 2017 2016 2015 2019 2018 2017 Field Critical Control Checks Statutory Profit (US$m) Underlying Profit (US$m) 301,814 252,477 176,254 561 561 376 332 308 202 459 394 424 323 2019 2018 2017 2019 2018 2017 2016 2015 2019 2018 2017 2016 2015 Free Cashflow (US$m) AISC (US$ per oz sold) 804 739 601 814 854 835 787 780 762 738 2019 2018 2017 2016 2015 2019 2018 2017 2016 2015 REMUNERATION REPORTDIRECTORS’ REPORT5.3. STI Outcomes for 2019 financial year 5.3.1. Performance against STI objectives STI outcomes are determined based on business and personal performance. When assessing personal performance, as well as considering the outcomes, consideration is given to whether the outcomes have been achieved in a manner that is consistent with the Company’s values and standards and risk management processes. 81 Element Weight Performance(1) Description threshold target maximum Business Measures Safety (1) – TRIFR Safety (2) – SPI action close out on time Safety (3) – Critical Controls Management Verifications Safety (4) – Completion of NewSafe Next Generation training Earnings – NPAT before significant items (US$m) Cost – AISC/oz (US$) Cash flow: FCF (US$m) Total Business outcome Personal Measures (Sandeep Biswas – CEO) Safety and Sustainability People 60% 6% 3% 3% 3% 15% 15% 15% 40% 6% 6% Operating Performance 14% Technology & Innovation 4% Profitable Growth 10% Personal Measures (Gerard Bond – CFO) People, Safety and Sustainability Operating Performance 40% 4% 18% – TRIFR of 2.3 was below target for FY19 – 100% were completed on time – 1,657 System Verifications, being above target, and 301,814 Field Critical Control Checks completed, being above maximum – Target exceeded with 1198 employees and contractors having completed the program – Outcome of $454m, inclusive of adjustments(1) (which reduced the outcome as per the reconciliation on the next page) – Outcome of $764/oz, inclusive of adjustments(1) (which reduced the outcome) – Outcome of $782m, inclusive of adjustments(1) (which reduced the outcome) The total business outcome was 120% – System Verifications exceeded target and Field Critical Control Checks exceeded maximum – 100% of Significant Potential Incident actions closed on time – Excellent progress on implementing sustainability frameworks – Proportion of females in leadership roles in Australia and PNG nationals in leadership roles increased significantly, exceeding FY19 objective – Organisational Health in top quartile – Target achieved for tonnes milled at key sites – Exceeded maximum for Free Cash Flow and Edge L4 value – Exceptional growth in expected value from innovation projects – Three technology breakthroughs – high-draw caving, selective oxidation, coarse flotation – Good progress on projects and studies – Exploration projects, JVs and M&A exceeded target, e.g. Red Chris JV – Numerous digital products launched to support safety and sustainability – Excellent progress on female leadership representation within Finance, Commercial and IT functions – Significant advances in Material Risk Management framework – Exceeded maximum for Group Free Cash Flow and Edge L4 value Technology & Innovation 14% – Good progress in digital efficiency and productivity 4% 40% Profitable Growth Personal Measures (other Executives) Individual measures based on initiatives and key project deliverables linked to company strategy and performance initiatives – Missed targets for general and administrative process automation – Significant improvement across a range of Investor Relations initiatives – Outcomes against individual measures for the remaining Executives ranged from 0% to 200% (1) Adjustments made to business measures are in accordance with the detail provided in section 4.4.2. The adjustments are for the effect of commodity prices, foreign exchange rates and other items determined by the Board which are considered to be outside the control of Management. Minor adjustments to the financial metrics, both favourable and unfavourable, were made to address the impact of the Cadia NTSF slump, the bushfire at Telfer, and the adoption of updated WGC Guidance. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 82 5. Remuneration Outcomes continued 5.3. STI Outcomes for 2019 financial year continued 5.3.1. Performance against STI objectives continued A reconciliation of the Earnings measure outcome to statutory profit is detailed below: Statutory profit Add back: Significant items after tax(1) Underlying profit Adjust: Board agreed adjustments(2) Earnings measure 2019 US$m 561 – 561 (107) 454 2018 US$m 202 257 459 (177) 282 (1) Refer to section 2.7 of the Operating and Financial Review for details of significant items for 2018 (there were none in 2019). (2) Represents adjustments for the effect of commodity prices, foreign exchange rates and other significant items determined by the Board which are considered to be outside the control of Management. In relation to the 2018 financial year, the adjustment for non-controllable items included events such as the reversal of insurance proceeds that relate to costs and business interruption in the 2017 financial year. 5.3.2. STI outcomes for all Executives for the 2019 financial year The table below summarises achievement against the performance conditions and final STI outcomes for all Executives for the 2019 financial year. Executive Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson % of STI Target Awarded(1) Total STI Awarded(2) US$’000 Proportion of Total STI Deferred (%)(3) % of Max STI Opportunity Forgone 131.6 128.0 120.0 126.4 120.0 2,260 733 495 724 404 50 50 50 50 50 34.2 36.0 40.0 36.8 40.0 (1) The assessment against personal measures for the Executives (which represent 40% of the award) ranged from 120% to 149%. (2) Amounts have been translated from Australian dollars to US dollars using an average exchange rate of 0.7156. (3) Proportion of the Total STI awarded which will be deferred into shares. 5.4. Vesting Outcomes for 2015 LTI Plan Following the completion of the performance period from 1 July 2015 to 30 June 2018, Rights granted under the 2015 LTI Plan vested on 5 November 2018 at 59.5% of maximum based on the assessment of performance against the applicable measures. Element Comparative Cost ROCE Strategic Performance Reserves and Resources Depletion Replacement Diversity Organisational Health Growth TOTAL VESTING Weighting 33.3% 33.3% 33.3% Performance Achieved 25th percentile (3–year avg) 8.15%(1) (3 year average) 5.9% Depletion Replacement Women in Level 2 to 4 roles – 20.7% Women completed or participating in a leadership development program – 60.9% 71st percentile in 2018 survey 100% of maximum Percentage of Total LTI Award Vesting 26.7% 12.0% 20.8% 0.8% 6.7% 6.7% 6.7% 59.5% (40.5% lapsed) (1) The three–year ROCE average includes adjustments to FY2017 and FY2018 consistent with adjustments that applied for the purposes of the STI for the 2017 and 2018 financial years. This reflected adjustments for non-controllable items such as the 2017 Cadia seismic event. 5.5. Estimated Vesting of LTI Rights in the 2020 financial year (2016 LTI Plan) Rights granted under the 2016 LTI Plan are expected to vest on or about 5 November 2019. The vesting outcome is not yet known, but it is anticipated that it will be in the range of 90 to 100%. The performance conditions which apply to the 2016 LTIs are: Comparative Cost (33.3%), ROCE (33.3%) and Relative TSR (33.3%). Additional details on the performance standards attached to each performance condition were disclosed in the 2017 Remuneration Report. REMUNERATION REPORTDIRECTORS’ REPORT6. Executive Service Agreements and Termination Arrangements for KMP Remuneration and other terms of employment for the Executives are formalised in Executive Service Agreements (ESAs). 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 2019 financial year is detailed in sections 2.2 and 9.1, and positions held are detailed in section 1. 83 Each ESA provides that the Executive may terminate their employment by giving the Company: (a) in the case of Sandeep Biswas, Gerard Bond and Michael Nossal, three months’ notice; and (b) in the case of Craig Jetson and Philip Stephenson, six months’ notice. The difference in notice period for the Executives arose due to a general change in policy. Those Executives mentioned in paragraph (b) above entered into ESAs following the change in policy. 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 is payable under the ESA in this circumstance. On cessation of employment, STI or LTI awards vest, lapse or are forfeited 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$1,932,120 using the average exchange rate of 0.7156 for the 2019 financial year). 7.3. Fee Structure In reviewing the level of fees, the Board obtained independent market data in the 2018 and 2019 financial year from its remuneration adviser, KPMG, in relation to ASX listed companies with market capitalisations ranked between 11–40. No change was made to base Board fees during the 2019 financial year. However, a 10% increase in Committee fees was approved to reflect the workload of the Committees and to position them more closely to the peer group. It took effect from 1 July 2018 and equated to an increase in total fees for each NED, other than the Chairman who does not receive Committee fees, in the range of 0.9% to 2.6%, based on the aggregate of Board and Committee fees received by the NED. The aggregate fees are 29.3% below the aggregate fee pool approved by shareholders. The table below outlines the main Board and Committee fees as at 30 June 2019. Fees (per annum)(1) Board(2) Audit & Risk Committee Safety & Sustainability Committee HRR Committee Chairman Member A$’000 US$’000 A$’000 US$’000 600 55 44 44 429 39 31 31 200 28 22 22 143 20 16 16 (1) Board and Committee fees have been translated from Australian dollars to US dollars using an average exchange rate of 0.7156 for the 2019 financial year. (2) The Chairperson of the Board does not receive any additional payments for his role as Chairman or Member of any Committee. Under the Company’s Constitution, NEDs may be reimbursed for reasonable travel, accommodation and other expenses incurred while engaged on the business of the Company. NEDs may also be remunerated for additional services, for example, if they undertake specialist or consulting work on behalf of the Company outside the scope of their normal Director’s duties. No fees for additional services were paid to NEDs for the current or prior financial year. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTDirectors’ Report continued 84 8. Shareholdings 8.1. Minimum Shareholding Policy The Company has a Minimum Shareholding Requirement Policy which requires that KMP hold at least the following value of Newcrest shares. The intent of the policy is to align the interests of KMP with those of our shareholders. Progress is monitored on a regular basis. CEO Executives NEDs Minimum requirement 100% of TFR in shares 50% of TFR in shares One year’s total annual fees in shares Deadline for achieving shareholding (from the later of appointment or 1 July 2015) 5 years 5 years 3 years 8.2. Executive Shareholdings A summary of current shareholdings of Executives, including their closely related parties, as at 30 June 2019 are set out below. Executive Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson Granted as remuneration Opening balance(1) 554,660 168,959 36,912 105,204 34,997 STI Plan(2) LTI Plan (3) 78,188 25,632 18,238 24,830 14,946 164,389 43,765 24,777 46,458 24,777 Net other movements(4) (153,985) (43,310) (242) (11,301) – Closing balance 643,252 195,046 79,685 165,191 74,720 Value based on VWAP(5) A$’000 Percentage of TFR % 14,825 4,495 1,836 3,807 1,722 618 450 191 381 219 (1) Opening balance is as at 1 July 2018. (2) Remuneration granted in FY2019 includes shares allocated on 28 November 2018 in respect of the deferral of 50% of an Executive’s STI award for the STI Plan for the 2018 financial year. The number of shares granted was determined using the five day VWAP of A$19.4440, calculated over the period 5 to 11 October 2018, being the five trading days prior to the date the cash STI payment was made (12 October 2018). Vesting of deferred shares remains subject to service. (3) Represents the shares acquired on vesting and automatic exercise of Rights under the 2015 LTI Plan. (4) Net other movements represents the sale or purchase of shares by Executives. (5) Based on VWAP for the period 1 July 2018 to 30 June 2019 of A$23.05. 8.3. Non-Executive Directors’ Shareholdings A summary of current shareholdings of NEDs, including their closely related parties, as at 30 June 2019 is set out below. Non-Executive Directors Peter Hay Philip Aiken AM Roger Higgins Xiaoling Liu Vickki McFadden Peter Tomsett Former Non-Executive Directors Rick Lee AM Opening balance(1) Net other Movements(2) Closing balance(3) 53,947 18,087 12,353 13,000 10,000 654 142 150 – – – 20,000 54,601 18,229 12,503 13,000 10,000 20,000 28,447 – 28,447 Value based on VWAP(4) A$’000 1,258 420 288 300 230 461 N/A Percentage of ongoing annual fees % 210 158 108 120 83 185 N/A (1) Opening balance is as at 1 July 2018. (2) Net other movements represents the sale or purchase of shares by Non-Executive Directors. (3) For current Non-Executive Directors, the closing balance is as at 30 June 2019. For former Non-Executive Directors, the closing balance is as at the date of their departure. (4) Based on VWAP for the period 1 July 2018 to 30 June 2019 of A$23.05. 8.4. Securities Dealing Policy The Company has a Securities Dealing Policy which prohibits the use by Directors, Executives and employees of hedging and derivatives such as caps, collars, warrants or similar products in relation to Newcrest securities, including shares acquired under the Company’s equity incentive schemes, whether or not they are vested. The Policy also prohibits entry into transactions in associated products that operate to limit the economic risk of their security or interest holdings in the Company. Employees are not permitted to enter into margin loans in relation to Newcrest securities at any time without prior approval from the Chairman or Company Secretary. It is available on the Company’s website at: www.newcrest.com.au/about-us/corporate-governance. REMUNERATION REPORTDIRECTORS’ REPORT9. Statutory Tables 9.1. Executive Remuneration 85 Short Term Long Term Post- Employ- ment Share-Based Payments Salary (A) US$’000 Short Term Incentive (B) US$’000 Other Cash Benefits (C) US$’000 Other Benefits (D) US$’000 Leave (E) US$’000 Super- annuation (F) US$’000 LTI Rights (G) US$’000 STI Deferred Shares (H) US$’000 Executives 2019 Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson 1,685 1,130 696 666 696 545 366 247 362 202 Total 4,288 2,307 2018 Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson 1,768 1,179 740 702 740 585 386 275 374 225 Total 4,535 2,439 31 – – – 75 106 45 – 4 – 60 109 38 9 7 7 81 142 49 11 1 8 67 136 (9) 12 – 20 22 45 20 6 (6) 25 7 52 15 15 15 15 15 75 16 16 16 16 16 80 Total US$’000 6,305 2,029 1,555 2,020 1,481 2,303 1,112 567 396 567 342 364 224 353 199 4,175 2,252 13,390 2,146 1,191 555 252 571 325 379 202 360 196 6,414 2,093 1,446 2,094 1,481 3,849 2,328 13,528 Perform- ance related (I) % 72.1 63.9 55.8 63.5 50.2 70.4 63.1 50.4 62.3 50.4 (1) Total Executive remuneration for the 2018 financial year excludes Executives who ceased being an Executive in the 2018 financial year. Total remuneration for these Executives in 2018 was US$5,150,000. 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 0.7156 (2018: 0.7754). 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 G to I) are calculated in accordance with accounting standards and represent the amortised fair value of equity instruments that have been granted to Executives. 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. (C) Other cash benefits comprise travel costs paid. (D) Other benefits represents non-monetary benefits such as parking, insurance and applicable fringe benefits tax payable on benefits. (E) Represents leave entitlements, measured on an accruals basis, and reflects the movement in the entitlements over the year. (F) Represents company contributions to superannuation under the Superannuation Guarantee legislation (SGC). (G) Represents the fair value of Rights over unissued shares, granted under the LTI Plan. This is calculated in accordance with Australian Accounting Standard AASB 2 Share-based Payments. The Rights have been valued using a combination of the Monte Carlo simulation and Black-Scholes models. Valuations are as at the Grant Date and, for the portion of the awards that are not subject to market based hurdles such as TSR, are adjusted for the probability of hurdles being achieved. The amounts disclosed have been determined by allocating the value of the Rights evenly over the period from grant date to vesting date and, as a result, the table includes Rights that were granted in prior years. (H) Represents the deferral of 50% of the STI award granted to the Executives which is deferred in the form of shares (refer to section 4.4). 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. As a result, the table includes the accounting expense of deferrals from STI awarded in prior years. (I) Represents performance related remuneration as a percentage of total remuneration. Performance related remuneration comprises cash Short Term Incentive, LTI Rights and STI Deferred Shares. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORT Directors’ Report continued 86 9. Statutory Tables continued 9.2. Executives – Changes in Rights Held during the 2019 financial year Executives Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson Opening balance(1) 600,959 157,008 95,519 161,534 90,409 Granted under 2018 LTI Plan Rights Lapsed/ Forfeited(2) Vested and/ or Exercised(3) Closing balance(4)(5) 210,793 (111,896) (164,389) 48,795 37,474 48,795 30,643 (29,790) (16,866) (31,623) (16,866) (43,765) (24,777) (46,458) (24,777) 535,467 132,248 91,350 132,248 79,409 (1) The opening balance is assessed on 1 July 2018. (2) Represent Rights which lapsed or were forfeited under the 2015 LTI Plan (which were granted in the 2016 financial year). (3) Represent Rights that vested under the 2015 LTI Plan (which were granted in the 2016 financial year). (4) The closing balance is assessed on 30 June 2019. (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. 9.3. Executives – Total Value of Rights Granted and Exercised during the 2019 financial year Executives Sandeep Biswas Gerard Bond Craig Jetson Michael Nossal Philip Stephenson Accounting Fair Value of Rights Granted (A) US$’000 Value of Rights Exercised (B) US$’000 2,725 2,467 631 484 631 396 657 372 697 372 The following assumptions have been applied to this table: (A) The accounting value of the Rights granted under the 2018 LTI Plan reflects the fair value of a Right on the Grant Date, being US$12.93 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 Rights which were exercised were granted in relation to the 2015 LTI Plan. 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 30 June 2019 (nil exercise price). REMUNERATION REPORTDIRECTORS’ REPORT9.4. Executives – Source of Rights Held as at 30 June 2019 Financial Year Plan Allocation Date VWAP for grant(1) Future financial years in which rights may vest Sandeep Biswas Gerard Bond Craig Jetson(2) Michael Nossal Philip Stephenson FY2017 FY2018 FY2019 2016 LTI 2017 LTI 2018 LTI 15 Nov 16 21 Nov 17 21 Nov 18 A$23.25 FY2020 148,391 41,937 22,366 41,937 22,366 A$23.48 FY2021 176,283 41,516 31,510 41,516 26,400 A$20.49 FY2022 210,793 48,795 37,474 48,795 30,643 87 Balance at 30 June 2019 535,467 132,248 91,350 132,248 79,409 (1) Five day VWAP of Newcrest’s share price is used to determine the number of Rights offered. (2) Craig Jetson’s Rights under the 2016 LTI Plan were issued whilst he was in his previous role as GM – Lihir Operations. 9.5. Non-Executive Directors Remuneration Non-Executive Directors Peter Hay Philip Aiken AM Roger Higgins Xiaoling Liu Vickki McFadden Peter Tomsett Former Non-Executive Directors Rick Lee AM Total Total (1) Board Fees US$’000 FY Short Term Committee Fees US$’000 Post- Employment Other Benefits(2) US$’000 Super- annuation(3) US$’000 Total(4) US$’000 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 415 450 137 150 128 140 128 140 128 140 107 – 48 140 1,091 1,160 – – 47 47 37 16 35 35 55 41 30 – 19 50 223 189 7 – – – – – – – – – – – – – 7 – 15 16 6 6 15 15 15 16 15 16 12 – 5 16 83 85 437 466 190 203 180 171 178 191 198 197 149 – 72 206 1,404 1,434 (1) Total Non-Executive Director (NED) remuneration for the 2018 financial year excludes NEDs who ceased being a NED in the 2018 financial year. Total remuneration for these NEDs in 2018 was US$143,000. (2) Comprise travels costs and applicable fringe benefits tax paid on such costs. (3) Represents Company contributions to superannuation under the SGC and insurance payments. (4) Non-Executive Directors are compensated in Australian dollars. All remuneration components have been translated from Australian dollars to US dollars using an average rate of 0.7156 (2018: 0.7754). 9.6. Other Transactions with KMP There were no loans made, guaranteed or secured, directly or indirectly, by the Company and any of its subsidiaries to KMP or their related parties during the year. There were no other transactions between the Company or any of its subsidiaries and any KMP or their related parties during the year. NEWCREST 2019 ANNUAL REPORTREMUNERATION REPORTAuditor’s Independence Declaration 88 E C N E D N E P E D N I ’ S R O T D U A I I N O T A R A L C E D Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001 Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation AUDITOR’S INDEPENDENCE DECLARATION Financial Report 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 2 3 Corporate Information Basis of Preparation Critical Accounting Judgements, Estimates and Assumptions 5 Performance 4 Segment Information Income and Expenses Significant Items Income Tax Expense Earnings per Share (EPS) 7 6 8 9 Dividends 10 Note to the Consolidated Statement of Cash Flows Resource Assets and Liabilities 11 Property, Plant and Equipment 12 Impairment of Non-Financial Assets Inventories 13 14 Trade and Other Receivables 15 Other Assets 16 Other Intangible Assets 17 Deferred Tax 18 Provisions 95 95 95 96 97 97 100 102 103 104 104 104 105 105 107 110 110 111 111 111 113 Capital Structure and Financial Risk Management 19 Capital Management and Financial Objectives 20 Net Debt 21 Other Financial Assets and Liabilities 22 Financial Risk Management Issued Capital 23 24 Reserves Group Structure 25 Controlled Entities 26 Parent Entity Information 27 Deed of Cross Guarantee 28 Interest in Joint Operations Investment in Associates 29 30 Business Divestment Other 31 Commitments 32 Contingencies 33 Share-Based Payments 34 Key Management Personnel 35 Auditors’ Remuneration 36 New Accounting Standards and Interpretations 37 Events Subsequent to Reporting Date 38 Acquisition of Interest in the Red Chris Joint Venture 89 89 T R O P E R L A C N A N F I I 90 91 92 93 94 95 140 141 115 115 116 117 118 124 125 126 126 127 128 130 130 132 134 134 134 135 137 137 138 139 139 NEWCREST 2019 ANNUAL REPORT Consolidated Income Statement For the Year Ended 30 June 2019 90 S T N E M E T A T S L A C N A N F I I I D E T A D L O S N O C Revenue Cost of sales Gross profit Exploration expenses Corporate administration expenses Other income/(expenses) Share of profit/(loss) of associates Impairment loss on property, plant and equipment Impairment loss on investment in associate Write-down of property, plant and equipment Net investment hedge gain/(loss) 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) 29 6 6 6 6 5(e) 7(a) 8 8 2019 US$m 3,742 (2,648) 1,094 (70) (120) 38 (18) – – – – 924 26 (120) 830 (272) 558 (3) 561 558 73.0 72.8 2018 US$m 3,562 (2,749) 813 (60) (104) 130 (5) (269) (6) (87) 29 441 8 (122) 327 (118) 209 7 202 209 26.3 26.2 FINANCIAL REPORT Consolidated Statement of Comprehensive Income For the Year Ended 30 June 2019 Note 22(a) 29 6 Profit after income tax Other comprehensive income/(loss) Items that may be reclassified subsequently to the Income Statement Cash flow hedges Cash flow hedge (gains)/losses transferred to the Income Statement Cash flow hedge gains/(losses) deferred in equity Income tax (expense)/benefit Investments Share of other comprehensive income/(loss) of associates Foreign currency translation Exchange gains/(losses) on translation of foreign operations, net of hedges of foreign investments Net investment hedge (gain)/loss transferred to the Income Statement on business divestment, net of tax Items that will not be reclassified to the Income Statement Investments Changes in the fair value of equity instruments held at fair value through other comprehensive income (‘FVOCI’) Other comprehensive income/(loss) for the year, net of tax Total comprehensive income for the year Total comprehensive income attributable to: Non-controlling interests Owners of the parent The above Statement should be read in conjunction with the accompanying notes. 91 S T N E M E T A T S L A C N A N F I I 2019 US$m 558 2018 US$m 209 I D E T A D L O S N O C (35) 44 (3) 6 (1) (1) (130) (29) (159) – – (154) 55 7 48 55 (12) (143) 47 (108) 3 3 (162) – (162) 24 24 (243) 315 (3) 318 315 NEWCREST 2019 ANNUAL REPORT Consolidated Statement of Financial Position As at 30 June 2019 92 S T N E M E T A T S L A C N A N F I I I D E T A D L O S N O C Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Current tax asset Other assets Total current assets Non-current assets Inventories Other financial assets Property, plant and equipment Other intangible assets Deferred tax assets Investment in associates Other assets Total non-current assets Total assets Current liabilities Trade and other payables Provisions Current tax liability Other financial liabilities Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax liabilities Other financial liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Reserves Equity attributable to owners of the parent Non-controlling interests Total equity The above Statement should be read in conjunction with the accompanying notes. Note 14 13 21 15 13 21 11 16 17 29 15 18 21 20 18 17 21 23 24 2019 US$m 1,600 135 576 4 32 35 2018 US$m 953 77 554 33 1 54 2,382 1,672 997 99 7,816 33 60 333 117 9,455 11,837 444 133 176 59 812 1,995 391 944 64 3,394 4,206 7,631 11,641 (3,648) (426) 7,567 64 7,631 1,032 35 8,156 42 69 324 150 9,808 11,480 415 137 99 – 651 1,993 362 1,007 5 3,367 4,018 7,462 11,656 (4,067) (194) 7,395 67 7,462 FINANCIAL REPORT Consolidated Statement of Cash Flows For the Year Ended 30 June 2019 Cash flows from operating activities Profit before income tax Adjustments for: Depreciation and amortisation Significant items Net finance costs Exploration expenditure written off Other non-cash items or non-operating items Change in working capital Operating cash flows before interest and taxes Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities Payments for plant and equipment Assets under construction, development and feasibility expenditure Production stripping expenditure Exploration and evaluation expenditure Information systems development Proceeds from sale of property, plant and equipment Payments for investments in associates Cash inflow on sale of subsidiary, net of cash held by the subsidiary Other investing activities Net cash used in investing activities Cash flows from financing activities Payment for treasury shares Dividends paid: – Members of the parent entity – Non-controlling interests Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year The above Statement should be read in conjunction with the accompanying notes. Note 2019 US$m 2018 US$m 93 S T N E M E T A T S L A C N A N F I I 5(f) 6 4(b) 11 10 29 30(d) 830 746 – 94 70 1 (3) 1,738 24 (110) (165) 1,487 (230) (153) (130) (78) (18) 20 (28) – (66) (683) I D E T A D L O S N O C 327 791 333 114 60 8 (27) 1,606 7 (110) (69) 1,434 (217) (160) (150) (72) (14) 7 (275) 48 – (833) 23 (26) (11) (131) – (157) 647 953 1,600 (105) (24) (140) 461 492 953 NEWCREST 2019 ANNUAL REPORT Consolidated Statement of Changes in Equity For the Year Ended 30 June 2019 94 Attributable to Owners of the Parent 2019 FX Translation Reserve US$m Issued Capital US$m Balance at 1 July 2018 11,656 (327) S T N E M E T A T S L A C N A N F I I I D E T A D L O S N O C Profit for the year Other comprehensive income/ (loss) for the year Total comprehensive income for the year Transactions with owners in their capacity as owners Share-based payments Shares purchased Dividends Shares issued – dividend reinvestment plan Balance at 30 June 2019 – – – – (26) – 11 Hedge Reserve US$m 33 – – (162) (108) (162) (108) – – – – – – – – Equity Settle- ments Reserve US$m 101 – – – 11 – – – Other Reserves US$m (1) – 27 27 – – – – Accu- mulated Losses US$m (4,067) 561 Total US$m 7,395 561 – (243) 561 318 – – (142) 11 (26) (142) – 11 Non- controlling Interests US$m 67 (3) – (3) – – – – Total US$m 7,462 558 (243) 315 11 (26) (142) 11 11,641 (489) (75) 112 26 (3,648) 7,567 64 7,631 The above Statement should be read in conjunction with the accompanying notes. Attributable to Owners of the Parent FX Translation Reserve US$m Issued Capital US$m Hedge Reserve US$m Equity Settle- ments Reserve US$m Other Reserves US$m 2018 Balance at 1 July 2017 11,657 (168) 27 88 Profit for the year Other comprehensive income/ (loss) for the year Total comprehensive income for the year Transactions with owners in their capacity as owners Share-based payments Shares purchased Dividends Shares issued – dividend reinvestment plan Balance at 30 June 2018 – – – – (11) – 10 – (159) (159) – – – – – 6 6 – – – – – – – 13 – – – Accu- mulated Losses US$m (4,154) 202 Total US$m 7,450 202 – (154) 202 48 – – (115) 13 (11) (115) – 10 Non- controlling Interests US$m 84 7 – 7 – – (24) – 67 Total US$m 7,534 209 (154) 55 13 (11) (139) 10 7,462 – – (1) (1) – – – – The above Statement should be read in conjunction with the accompanying notes. 11,656 (327) 33 101 (1) (4,067) 7,395 FINANCIAL REPORT 95 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2019 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 2019 was authorised for issue in accordance with a resolution of the Directors on 16 August 2019. 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 metal concentrate receivables, other financial assets and other financial liabilities 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 noted in Note 2(b). Discussion of the Group’s significant accounting policies are located within the applicable notes to the financial statements. (b)  Adoption of AASB 15 Revenue from Contracts with Customers AASB 15 Revenue from Contracts with Customers (‘AASB 15’) supersedes AASB 118 Revenue (‘AASB 118’) and related Interpretations. AASB 15 applies to all revenue arising from contracts with customers unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under AASB 15 the revenue recognition model changed from one based on the transfer of risk and reward of ownership to the transfer of control of ownership. Under AASB 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The Group adopted AASB 15 from 1 July 2018 and elected to apply the modified retrospective method of adoption. This transition method requires the cumulative effect of initially applying AASB 15 as an adjustment to the opening balance of retained earnings from the date of initial application. In accordance with the modified retrospective method, comparative figures are not restated and continue to be presented under the previous standard, AASB 118 Revenue. The Group’s revenue from contracts with customers is derived from the sale of bullion and concentrate. The effect of adopting AASB 15 is as follows: Sale of bullion – The timing and measurement of sale of bullion was not affected. Sale of concentrate – For the sale of concentrate, the point of revenue recognition is dependent on the contract sales terms, which are generally undertaken on Cost, Insurance and Freight (‘CIF’) Incoterms. In accordance with the Incoterms in relation to the Group’s concentrate sales arrangements, the point in time where the transfer of risks and rewards occurs under AASB 118 generally coincides with the point in time where the transfer of control under AASB 15 occurs. As a result, the timing of revenue recognised for the sale of concentrate was not affected. – AASB 15 introduced the concept of performance obligations that are defined as a ‘distinct’ promised goods or services. For sales subject to CIF Incoterms, the seller, being Newcrest, must contract for and pay the costs and freight necessary to bring the goods to the named port of destination. Consequently, the freight service on export concentrate contracts with CIF Incoterms represents a separate performance obligation as defined under the new standard. This means that a portion of the revenue earned under these contracts, representing the obligation to perform the freight service, will be deferred and recognised over time as this obligation is fulfilled, along with the associated costs. The Group has determined that the transaction price associated with performance obligations relating to the freight service is not material to the Group’s financial statements and has not disclosed such amounts separately from concentrate revenues. – Certain sales contracts require the physical delivery of unrefined concentrate. Revenue was previously recognised at the gross value of the refined metal content with the contractually agreed treatment and refining charges recognised as an expense within costs of sales. Under the new standard, the treatment and refining costs associated with the sale of concentrate are presented as a reduction in revenue as this better reflects the amount the Group expects to be entitled to receive from the customer for the sale of unrefined concentrate. – As noted above, as the Group applied the modified retrospective method, comparatives have not been restated. The impact of applying the new standard to the comparative year would result in a reduction in both revenue and cost of sales of US$103 million, with no change to gross profit and profit after income tax. The impact of adopting AASB 15 in the current period has resulted in a reduction in both revenue and cost of sales of US$132 million in comparison to what would have been recognised had AASB 118 still applied. The application of the new standard using the modified retrospective method of adoption, did not result in a material cumulative effect on the opening balance of retained earnings as at 1 July 2018. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 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 US dollar borrowings (net of cash) 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. 3.  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 following notes: – Note 11 – Exploration, evaluation and deferred feasibility expenditure – Note 11 – Production stripping – Note 11 – Units of production method of depreciation/ amortisation – Note 11 – Ore reserves and mineral resources – Note 12 – Fair value of CGU’s – Note 13 – Net realisable value of ore stockpiles – Note 17 – Recovery of deferred tax assets – Note 18 – Mine rehabilitation provision – Note 32 – Contingencies – Note 33 – Share-based payments 96 2. Basis of Preparation continued (c) 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 25. 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 are shown separately in the Income Statement, Statement of Comprehensive Income, Statement of Financial Position and Statement of Changes in Equity respectively. (d) 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 borrowings (net of cash) 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORTPERFORMANCE This section highlights the key indicators on how the Group performed in the current year. 97 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, Indonesia (1) – Bonikro, Côte d’Ivoire (prior year only) (2) – Exploration and Projects (3) (1) Newcrest owns 75% of Gosowong through its holding in PT Nusa Halmahera Minerals. (2) Bonikro includes mining and near-mine exploration interests in Côte d’Ivoire, which were held by LGL Mines CI SA and Newcrest Hire CI SA (of which Newcrest owned 89.89% respectively up to the divestment date). Newcrest divested its 89.89% interest in Bonikro on 28 March 2018. Refer Note 30. (3) Exploration and Projects mainly comprises projects in the exploration, evaluation and feasibility phase and includes Wafi-Golpu JV (50% interest) in PNG, Namosi JV (71.82% 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 revenue. All segment revenue is from third parties. Following the adoption of AASB 15 (from 1 July 2018) as disclosed in Note 2(b), segment revenue is presented net of concentrate treatment and refining deductions. Consistent with the transition method, comparative figures have not been restated. 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, assets under construction, development and feasibility expenditure and information systems development. Segment assets exclude intercompany receivables. Segment liabilities exclude intercompany payables. 2019 Gold Copper Silver Treatment and refining deductions Total revenue EBITDA Depreciation and amortisation EBIT (Segment result)(1) Capital expenditure Segment assets Segment liabilities Net assets/(liabilities) Cadia US$m 1,156 558 8 (92) 1,630 1,134 (188) 946 176 3,206 703 2,503 Telfer US$m 571 93 3 (40) 627 108 (136) (28) 108 245 254 (9) Lihir US$m 1,228 Gosowong(2) US$m 253 – 1 – 1,229 516 (336) 180 181 5,464 1,156 4,308 – 3 – 256 63 (67) (4) 22 356 110 246 Total Operations US$m Exploration & Projects(3) US$m Corporate & Other(4) US$m Total Group US$m 3,208 651 15 (132) 3,742 1,821 (727) 1,094 487 9,271 2,223 7,048 – – – – – (70) – (70) 28 538 14 524 – – – – – (81) (19) (100) 16 2,028 1,969 59 3,208 651 15 (132) 3,742 1,670 (746) 924 531 11,837 4,206 7,631 Notes: (1) Refer to Note 4(b) for the reconciliation of segment result to profit before tax. (2) Net assets for Gosowong includes cash of US$110 million. (3) Includes net assets attributable to Wafi-Golpu JV of US$467 million and Namosi JV of US$25 million. (4) Includes investment in associates and eliminations. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 98 4. Segment Information continued (a) Segment Results, Segment Assets and Segment Liabilities continued 2018 Gold Copper Silver Total revenue EBITDA Depreciation and amortisation EBIT (Segment result) (1) Capital expenditure Segment assets(2) Segment liabilities Net assets/(liabilities) Cadia(3) US$m Telfer US$m 761 415 6 1,182 816 (161) 655 117 3,315 685 2,630 571 111 4 686 140 (200) (60) 98 307 270 37 Lihir US$m 1,206 – 1 1,207 538 (277) 261 245 5,655 1,101 4,554 Gosowong(4) US$m Bonikro(5) US$m Total Operations US$m Exploration & Projects(6) US$m Corporate & Other(7) US$m 345 136 3,019 – 6 351 148 (90) 58 25 370 114 256 – – 136 69 (49) 20 16 – – – 526 17 3,562 1,711 (777) 934 501 9,647 2,170 7,477 – – – – (60) – (60) 25 524 9 515 – – – – (86) (14) (100) 15 1,309 1,839 (530) Total Group US$m 3,019 526 17 3,562 1,565 (791) 774 541 11,480 4,018 7,462 Notes: (1) Refer to Note 4(b) for the reconciliation of segment result to profit before tax. (2) Segment assets are net of impairments and write-downs as disclosed in Note 6. (3) Cadia’s EBITDA and EBIT includes US$34 million of insurance proceeds attributed to material damage and US$121 million of insurance proceeds attributed to business interruption loss (total of US$155 million) in relation to the 14 April 2017 seismic event. Refer Note 5(b) and 5(d). (4) Net assets for Gosowong includes cash of US$78 million. (5) The segment result for Bonikro is for the period to the date of divestment. Refer Note 30. (6) Includes net assets attributable to Wafi-Golpu JV of US$441 million and Namosi JV of US$25 million. (7) Includes investment in associates and eliminations. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(b) Reconciliation of EBIT (Segment Result) to Profit Before Tax Segment Result Finance income Finance costs Net finance costs Significant items: Impairment loss on property, plant and equipment Impairment loss on investment in associate Write-down of property, plant and equipment Net investment hedge gain/(loss) Note 4(a) 6 6 6 6 Profit before tax (c)  Geographical Information Total Revenue(1) Bullion(2) Australia China (including Hong Kong) Canada Concentrate(3) Japan Philippines Korea Singapore Switzerland United Kingdom India Total revenue Non-Current Assets(4) Australia Papua New Guinea Indonesia Canada Côte d’Ivoire Other Total non-current assets 2019 US$m 2018 US$m 99 924 26 (120) (94) – – – – – 830 1,421 388 – 976 298 274 162 137 86 – 774 8 (122) (114) (269) (6) (87) 29 (333) 327 1,615 314 38 926 49 61 211 192 77 79 3,742 3,562 3,492 5,537 154 255 – 17 3,605 5,688 224 257 9 25 9,455 9,808 (1) Revenue is attributable to geographic location, based on the location of customers. (2) Bullion sales to one customer amounted to US$457 million (2018: US$576 million) arising from sales by all operating segments. (3) Concentrate sales to one customer amounted to US$561 million (2018: US$454 million) arising from concentrate sales by Cadia and Telfer. (4) Non-Current Assets includes deferred tax assets of US$60 million (2018: US$69 million). NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 100 5. Income and Expenses (a) Revenue Gold – Bullion Gold – Concentrate Gold – Concentrate treatment and refining deductions (1) Total gold revenue Copper – Concentrate Copper – Concentrate treatment and refining deductions (1) Total copper revenue Silver – Bullion Silver – Concentrate Silver – Concentrate treatment and refining deductions (1) Total silver revenue Total revenue (2) (b) Cost of Sales Site production costs (3) Royalties Realisation (1) Inventory movements Depreciation and amortisation Total cost of sales (c) Corporate Administration Expenses Corporate costs Corporate depreciation Share-based payments Total corporate administration expenses (d) Other Income/(Expenses) Insurance recoveries (3) Net foreign exchange gain Net fair value gain/(loss) on gold and copper derivatives and fair value movements on concentrate receivables Other Total other income/(expenses) (e) Finance Costs Interest on loans Facility fees and other costs Discount unwind on provisions (Note 18b) Total finance costs 2019 US$m 1,805 1,403 (35) 3,173 651 (96) 555 4 11 (1) 14 2018 US$m 1,937 1,082 – 3,019 526 – 526 7 10 – 17 3,742 3,562 1,739 113 37 32 1,921 727 2,648 88 19 13 120 – 29 14 (5) 38 94 17 111 9 120 1,719 104 134 15 1,972 777 2,749 77 14 13 104 121 15 (5) (1) 130 94 20 114 8 122 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(f) Depreciation and Amortisation Property, plant and equipment Intangible assets Adjustments to inventory on hand or assets under construction Total depreciation and amortisation expense Included in: Cost of sales depreciation Corporate depreciation Total depreciation and amortisation expense (g) Employee Benefits Expense Defined contribution plan expense Share-based payments Redundancy expense Salaries, wages and other employment benefits Total employee benefits expense 2019 US$m 2018 US$m 101 717 26 743 3 746 727 19 746 27 13 – 364 404 776 19 795 (4) 791 777 14 791 28 13 3 379 423 (1) Total revenue for the year ended 30 June 2019 includes concentrate treatment and refining deductions of US$132 million. As noted in Note 2(b) the Group has utilised the modified retrospective method of adoption of AASB 15. The comparative period (30 June 2018) has not been restated to reflect concentrate treatment and refining deductions of US$103 million previously included in realisation costs. (2) Total revenue for the year ended 30 June 2019 comprises of revenue from contracts with customers of US$3,745 million and gold hedge losses of US$3 million. (3) During the prior year, Newcrest settled and received its insurance claim in relation to the 14 April 2017 seismic event at Cadia for US$155 million. Proceeds attributed to material damage of US$34 million has been included in site production costs as an offset to the costs incurred to rectify damage to the Cadia Panel Cave. The remaining proceeds of US$121 million attributed to business interruption loss is presented in Other Income. Revenue Recognition As a result of adopting AASB 15 Revenue, the Group’s revenue recognition policy has changed effective 1 July 2018 and is described below. Refer to Note 2(b) for information regarding the impact of adopting the new standard. Revenue from the sale of goods is recognised when the Group satisfies its performance obligations under its contract with the customer, by transferring such goods to the customers control. Control is generally determined to be when risk and title to the goods passes to the customer. Bullion revenue is recognised at a point in time upon transfer of control to the customer and is measured at the amount to which it expects to be entitled which is based on the deal agreement. Concentrate revenue is generally recognised upon receipt of the bill of lading when the goods are delivered for shipment under CIF Incoterms. The freight service on export concentrate contracts with CIF Incoterms represents a separate performance obligation to the transfer of the concentrate product itself and is separately disclosed where material. 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 four months. Revenue on provisionally priced sales is recognised based on the estimated fair value of the total consideration receivable and is net of deductions related to treatment and refining charges. Subsequent changes in fair value are recognised in the Income Statement each period until final settlement and presented as part of ‘Other Income/Expenses’. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 102 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. Year Ended 30 June 2019 There are no significant items for the year ended 30 June 2019. Year Ended 30 June 2018 Items by Segment 2018 Impairment loss on property, plant and equipment Impairment loss on investment in associate Write-down of property, plant and equipment Net investment hedge gain/(loss) Total before income tax Tax Total after income tax Attributable to: Non-controlling interest Owners of the parent Telfer(1) Gosowong(2) Bonikro(3)(4) Other(5)(6) US$m (269) – – – (269) 81 (188) – (188) (188) US$m US$m US$m – – – – – (8) (8) (2) (6) (8) – – (15) 29 14 – 14 (1) 15 14 – (6) (72) – (78) – (78) – (78) (78) Total US$m (269) (6) (87) 29 (333) 73 (260) (3) (257) (260) (1) The Group recognised an impairment loss in relation to Telfer. (2) Represents a write-down of a non-current tax asset at Gosowong, following an unfavourable tax court verdict with respect to a 2013 tax rate dispute. Refer to Note 32. The amount attributable to non-controlling interests is US$2 million. (3) Represents a write-down in property, plant and equipment at Bonikro, following the reclassification of Bonikro as ‘held for sale’ and prior to the subsequent divestment of the Group’s 89.89% interest in Bonikro. Of the US$15 million, US$1 million is attributable to non-controlling interests. Refer to Note 30. (4) Represents the net foreign exchange gain of US$29 million on historical funding arrangements that were designated as a hedge of the Group’s net investment in the Bonikro mine. Following its divestment, this gain was reclassified from the Foreign Currency Translation Reserve to the Income Statement. (5) The US$6 million represents an impairment of the Group’s investment in Azucar Minerals Ltd. Refer to Note 29. (6) The Group has recognised a US$72 million write-down in respect of property, plant and equipment in relation to the Namosi JV as a result of a reassessment of the appropriateness to continue to carry forward previous study (deferred feasibility) costs. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT7. Income Tax Expense 103 2019 US$m 2018 US$m (a)  Reconciliation of Prima Facie Income Tax Expense to Income Tax Expense per the Income Statement Accounting profit before tax Income tax expense calculated at 30% (2018: 30%) Non-deductible exploration and business development expenditure Net unrecognised deferred tax assets Tax effect of losses from equity accounted investments Other Adjustments on Significant items: Impairment loss on investment in associate Write-down of property, plant and equipment Loss on business divestment Net investment hedge (gain)/loss Write-down of tax asset Income tax expense per the Income Statement (b) Income Tax Expense Comprises: Current income tax Current income tax expense Adjustments to current income tax of prior periods Deferred tax (1) Relating to origination and reversal of temporary differences Adjustments to deferred tax of prior periods Income tax expense per the Income Statement (1) Refer to Note 17(a) for movements in deferred taxes. 830 249 8 8 5 2 – – – – – – 272 259 (6) 253 11 8 19 272 327 98 4 – 1 (12) 2 26 – (9) 8 27 118 166 2 168 (42) (8) (50) 118 NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 104 8. Earnings per Share (EPS) EPS (cents per share) Basic EPS Diluted EPS Earnings used in calculating EPS Earnings used in the calculation of basic and diluted EPS: Profit after income tax attributable to owners of the parent Weighted average number of shares Share data used in the calculation of basic and diluted EPS: Weighted average number of ordinary shares used in calculating basic EPS Effect of dilutive securities: share rights Adjusted weighted average number of ordinary shares used in calculating diluted EPS 2019 US¢ 73.0 72.8 2019 US$m 2018 US¢ 26.3 26.2 2018 US$m 561 202 2019 No. of shares 2018 No. of shares 768,198,613 767,412,240 2,611,062 2,921,887 770,809,675 770,334,127 Rights granted to employees as described in Note 33 have been included in the determination of diluted earnings per share to the extent they are dilutive. 9. Dividends (a) Dividends declared and paid The following ordinary dividends were paid during the year: Final dividend: Paid 5 October 2018 (fully franked) Paid 27 October 2017 (70% franked) Interim dividend: Paid 22 March 2019 (fully franked) Paid 2 May 2018 (fully franked) 2019 US¢ per share 2019 US$m 2018 US¢ per share 2018 US$m 11.0 – 7.5 – 18.5 84.5 – 57.5 – 142.0 – 7.5 – 7.5 15.0 – 57.5 – 57.5 115.0 Participation in the dividend reinvestment plan reduced the cash amount paid during 2019 to US$131 million (2018: US$105 million). (b) Dividend proposed and not recognised as a liability Subsequent to year end, the Directors have determined to pay a final dividend for the year ended 30 June 2019 of US 14.5 cents per share, which will be fully franked. The dividend will be paid on 26 September 2019. The total amount of the dividend is US$111 million. (c) Dividend franking account balance Franking credits at 30% as at 30 June 2019 available for subsequent financial years is US$107 million (2018: US$9 million). 10. Note to the Consolidated Statement of Cash Flows Operating cash flows arising from changes in: Trade and other receivables Inventories Trade and other payables Provisions Other assets and liabilities Change in working capital 2019 US$m 2018 US$m (51) (5) 43 (7) 17 (3) (17) 4 (2) (9) (3) (27) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORTRESOURCE ASSETS AND LIABILITIES This section provides information that is relevant in understanding the composition and management of the Group’s resource assets and liabilities. 105 11. Property, Plant and Equipment Exploration & Evaluation Expenditure US$m Deferred Feasibility Expenditure US$m Assets Under Construction US$m Production Stripping US$m Mine Development(1) US$m Plant and Equipment US$m Total US$m At 30 June 2019 Cost Accumulated depreciation and impairment Year ended 30 June 2019 Carrying amount at 1 July 2018 Expenditure during the year Expenditure written-off Depreciation Disposal of assets Foreign currency translation Reclassifications/transfers Carrying amount at 30 June 2019 431 (80) 351 368 78 (70) – (12) (1) (12) 351 272 – 272 244 30 – – – – (2) 272 292 – 292 83 236 – – – (7) (20) 292 331 7,462 7,252 16,040 (130) 201 172 130 – (99) – (2) – (4,068) 3,394 (3,946) 3,306 (8,224) 7,816 3,673 54 – (258) – (94) 19 3,616 103 – (360) – (68) 15 8,156 631 (70) (717) (12) (172) – 201 3,394 3,306 7,816 (1) Includes Mineral Rights with a carrying value of US$1,200m. Exploration & Evaluation Expenditure US$m Deferred Feasibility Expenditure US$m Assets Under Construction US$m Production Stripping US$m Mine Development(1) US$m Plant and Equipment US$m Total US$m At 30 June 2018 Cost Accumulated depreciation and impairment Year ended 30 June 2018 Carrying amount at 1 July 2017 Expenditure during the year Expenditure written-off Depreciation Disposal of assets Write-down of assets (Note 6) Impairment loss (Note 6) Business divestment (Note 30) Foreign currency translation Reclassifications/transfers Carrying amount at 30 June 2018 448 (80) 368 362 72 (60) – – – – – (1) (5) 244 – 244 294 28 – – – (72) – – (1) (5) 368 244 83 – 83 83 83 – – – – – – (5) (78) 83 556 7,576 7,354 16,261 (384) 172 151 150 – (88) – (5) (28) (5) (3) – (3,903) 3,673 (3,738) 3,616 4,007 123 – (241) – (5) (135) (4) (79) 7 3,955 207 – (447) (6) (5) (106) (4) (59) 81 (8,105) 8,156 8,852 663 (60) (776) (6) (87) (269) (13) (148) – 172 3,673 3,616 8,156 (1) Includes Mineral Rights with a carrying value of US$1,233m. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 106 11. Property, Plant and 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: Assets 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. (i) Rights to tenure of the area of interest are current; and (ii) (a) Costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively by sale; or (b) 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 assets 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 Joint Ore Reserves Committee (‘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 or write-down. 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: • Future economic benefits (being improved access to the ore body) associated with the stripping activity are probable; • The component of the ore body for which access has been improved can be accurately identified; and • 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. 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT107 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. Any change in these estimates and assumptions are accounted for prospectively. Accounting Estimates and Assumptions – Ore Reserves and Mineral Resources The Group estimates its ore reserves and mineral resources annually at 31 December each year, and reports in the following February, based 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 of geological models and require assumptions to be made regarding factors such as estimates of short and long-term exchange rates, estimates of short and long-term commodity prices, future capital requirements and future operating performance. Changes in reported reserves estimates can impact the carrying value of property, plant and equipment (including exploration and evaluation assets), the provision for rehabilitation obligations, the recognition of deferred tax assets, as well as the amount of depreciation charged to the Income Statement. 12. 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 key drivers of the recoverable amount 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 detailed estimate of the recoverable amount is determined. CGUs represent a grouping of assets at the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash inflows 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 recoverable amount of the CGUs, the Group concluded that there are no indicators of impairment or impairment reversal as at 30 June 2019. (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 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 previously recognised 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. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 108 12. Impairment of Non-Financial Assets continued (b) Basis of impairment and impairment reversal calculations continued Fair Value is estimated based on discounted cash flows using market-based commodity price and exchange rate assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, based on the CGU’s latest life of mine (‘LOM’) plans. In certain cases, where multiple investment options and economic input ranges 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 22(g)) 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 LOM plans, latest short-term forecasts and CGU-specific studies. (c) Key judgements, estimates and assumptions Accounting Estimates and Assumptions – Fair Value of CGUs 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, 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 2019, and for comparison also provides the equivalent assumptions used in 2018: Assumptions 2020 2021 2022 Long term (2023+) 2019 2020 2021 Long term (2022+) 2019 2018 Gold (US$ per ounce) Copper (US$ per pound) AUD:USD exchange rate USD:PGK exchange rate Discount rate (%) $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $2.80 $2.90 $3.00 $3.00 $3.00 $3.00 $3.00 $3.00 $0.72 $0.72 $0.72 $0.75 $0.75 $0.75 $0.75 $0.75 K3.20 K3.20 K3.20 K3.20 K3.10 K3.10 K3.10 K3.10 USD Assets 5.75% AUD Assets 4.75% USD Assets 5.75% AUD Assets 5.00% 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 short-term and long-term US dollar gold and the long-term US dollar copper price estimates applied in 2018. Short-term copper prices assumptions have reduced from 2018 to align with observable market data, reflecting spot prices during the 2019 financial year and Newcrest’s analysis of observable market forecasts for future periods. AUD:USD exchange rate Newcrest has maintained its long-term AUD:USD exchange rate estimates. The AUD:USD exchange rate estimates for the 2020, 2021 and 2022 financial years have been reduced from 2018, reflecting spot prices during the 2019 financial year and Newcrest’s analysis of observable market forecasts for future periods. USD:PGK exchange rate Newcrest has marginally increased its USD:PGK exchange rate estimates for all future periods, reflecting spot prices during the 2019 financial year and Newcrest’s analysis of observable market forecasts for future periods. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT 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, and specific risks associated with the CGU. 109 CGU Cadia, Telfer Lihir, Gosowong Functional Currency AUD USD 2019 4.75% 5.75% 2018 5.00% 5.75% The Group uses a capital asset pricing model to estimate its estimated real after tax weighted average cost of capital. Due to changes in the current period in inputs and assumptions used in the capital asset pricing model for AUD functional currency assets, the discount rate applied to Cadia and Telfer was reduced by 0.25% as at 30 June 2019, predominantly as a result of decreases in AUD government bond rates. 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. (d) Sensitivity Analysis Impairments have previously been recognised for the Lihir CGU in 2013 and 2014. Following the review of Lihir’s recoverable amount as at 30 June 2019, and in recognising no requirement for asset impairment or impairment reversal, the Group has determined that the Lihir carrying amount as at 30 June 2019 is within a range that approximates its Fair Value. Impairments have previously been recognised for the Telfer CGU in 2013, 2014 and 2018 and an impairment reversal was recognised for Telfer in 2015. Following the review of Telfer’s recoverable amount as at 30 June 2019, and in recognising no requirement for asset impairment or impairment reversal, the Group has determined that the Telfer carrying amount as at 30 June 2019 is within a range that approximates its Fair Value. Telfer remains a complex, low-grade, mid-to-high cost operation with a relatively high annual gold production level. Telfer’s Fair Value has high sensitivity to the AUD gold price, operating cost, capital cost and reserve and resource model conversion assumptions and unfavourable changes in these assumptions would further reduce the Fair Value. As at 30 June 2019, Newcrest was in negotiations with a major Telfer services supplier over contract terms. Subsequent to the financial year end, the issue has progressed to the formal dispute resolution process contained within the contract. Any material adverse change to the contract terms for future periods could reduce the Fair Value of Telfer. In total, approximately 26% of Telfer’s Fair Value (excluding future closure costs) is attributable to unmined resources not included in production in the LOM model and exploration value (representing estimates of total mineral endowment with a per unit valuation of expected resource growth applied). Any variation in the key assumptions used to determine the Fair Value of the Lihir and Telfer CGUs 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 CGUs (where applicable). It is estimated that the following reasonably possible changes in the key assumptions would have the following approximate impact (increase or decrease) on the Fair Value of each of these CGUs in its functional currency as at 30 June 2019: $ million in functional currency US$100 per ounce change in gold price 0.25% increase/decrease in discount rate $0.05 increase/decrease in AUD:USD rate $0.10 increase/decrease in USD:PGK rate 5% increase/decrease in operating costs from that assumed Lihir US$ 1,015 110 255 125 360 Telfer A$ 135 minor 100 n/a 75 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. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 110 12. Impairment of Non-Financial Assets continued (d) Sensitivity Analysis continued Newcrest has not previously recognised any impairment for Gosowong. Gosowong is now a shorter life asset and as it gets closer to the end of its operating life, its Fair Value is more sensitive to short-term fluctuations in key valuation assumptions, including the USD gold price, mine plan production and grade estimates and operating costs. As announced on 26 June 2018, Newcrest’s 75% owned subsidiary, PT Nusa Halmahera Minerals (‘PT NHM’, the entity that owns the Gosowong operation), has entered into an amendment agreement with the Government of Indonesia to amend the Gosowong Contract of Work whereby Indonesian partners must own at least 51% of PT NHM within two years of signing the amendment agreement. Newcrest must divest at least another 26% interest from its current shareholding percentage of 75%. As a consequence of the forgoing, an assessment of the carrying value at 30 June 2019 was performed which did not identify a requirement for an impairment. However, in the event of adverse movements in the factors noted above, or other factors, Gosowong may be exposed to future potential impairment indicators. 13. 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) 2019 US$m 2018 US$m 171 38 52 315 576 997 997 153 49 72 280 554 1,032 1,032 (1) Total inventories include inventories held at net realisable value of US$36 million (2018: US$51 million). Ore stockpiles, gold in circuit, bullion and concentrate are physically measured or estimated and valued at the lower of cost and net realisable value. Cost represents the weighted average cost and includes direct costs and an appropriate portion of fixed and variable production overhead expenditure, including depreciation and amortisation, incurred in converting materials into finished goods. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. Ore stockpiles which are not scheduled to be processed in the twelve months after the reporting date are classified as non-current inventory. The Group believes the processing of these stockpiles will have a future economic benefit to the Group and accordingly values these stockpiles at the lower of cost and net realisable value. Materials and supplies are valued at the lower of cost and net realisable value. Any allowance for obsolescence is determined by reference to stock items identified. Accounting Judgement and Estimate – Net Realisable Value of Ore Stockpiles The computation of net realisable value for ore stockpiles involves significant judgements and estimates in relation to timing and cost of processing, commodity prices, foreign exchange rates, recoveries and the timing of sale of the bullion and concentrate produced. A change in any of these assumptions will alter the estimated net realisable value and may therefore impact the carrying value of ore stockpiles. 14. Trade and Other Receivables Current Metal in concentrate receivables GST receivable Other receivables Total current receivables 2019 US$m 2018 US$m 92 29 14 135 40 23 14 77 Metal in concentrate receivables are initially and subsequently measured at fair value and are generally expected to settle within one to four months. Fair value movements are recognised in the Income Statement and presented as part of ‘Other Income/Expenses’. GST and other receivables are initially measured at fair value then subsequently at amortised cost, less an allowance for doubtful debts. GST and other receivables are expected to settle within one to two months. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT15. 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$50 million (2018: US$88 million) paid in respect to the PT NHM income tax rate dispute. Refer Note 32(a). 16. Other Intangible Assets Information Systems Development Cost Accumulated amortisation and impairment 111 2019 US$m 2018 US$m 35 35 48 69 117 2019 US$m 217 (184) 33 54 54 41 109 150 2018 US$m 206 (164) 42 Costs incurred in developing information technology systems and acquiring software are capitalised as intangible assets. Amortisation is calculated on a straight line basis over the useful life, ranging from three to seven years. 17. Deferred Tax (a) Movement in Deferred Taxes 2019 Deferred tax assets Carry forward revenue losses recognised: – Australian entities Deferred tax liabilities Temporary differences: – Property, plant and equipment – Provisions – Other Net deferred taxes 2018 Deferred tax assets Carry forward revenue losses recognised: – Australian entities Deferred tax liabilities Temporary differences: – Property, plant and equipment – Provisions – Other Net deferred taxes Opening Balance at 1 July US$m (Charged) / credited to income US$m (Charged) / credited to equity US$m Trans- lation US$m Closing Balance at 30 June US$m 69 69 (1,138) 48 83 (1,007) (938) 80 80 (1,222) 49 86 (1,087) (1,007) (6) (6) (21) (3) 5 (19) (25) (8) (8) 66 – (16) 50 42 – – – – 72 72 72 – – – – 19 19 19 (3) (3) 18 (1) (7) 10 7 (3) (3) 18 (1) (6) 11 8 60 60 (1,141) 44 153 (944) (884) 69 69 (1,138) 48 83 (1,007) (938) NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 112 17. Deferred Tax continued (b) Unrecognised Deferred Tax Assets Deferred tax assets have not been recognised in respect of: – capital losses with a tax effect of US$161 million (2018: US$189 million) – revenue losses and temporary differences with a tax effect of US$189 million (2018: US$180 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. 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. 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 based on the expected manner of recovery of the carrying value of an asset or liability. 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 Judgements, 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 unutilised 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 expected manner of recovery of the value of an asset or liability (which will then impact the quantum of the deferred tax assets or deferred tax liabilities recognised) and 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT18. Provisions Current Employee benefits Mine rehabilitation Other Total current provisions Non-Current Employee benefits Mine rehabilitation Other Total non-current provisions Note 2019 US$m 2018 US$m 113 (a) (b) (c) (a) (b) (c) 105 9 19 133 39 352 – 391 108 9 20 137 39 320 3 362 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. (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 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 mine sites, dismantling operating facilities, closure of tailings 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. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 114 18. Provisions continued (b) Mine rehabilitation continued 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 Opening balance Derecognised due to business divestment (Note 30) Movements in economic assumptions and timing of cash flows Change in cost estimates (1) Paid/utilised during the year Unwinding of discount Foreign currency translation Closing balance Split between: Current Non-current 2019 US$m 329 – 14 25 (5) 9 (11) 361 9 352 361 2018 US$m 272 (14) 9 63 (3) 8 (6) 329 9 320 329 (1) The change for 2019 primarily relates to an increase in estimated closure costs at Cadia, following an update to Cadia’s mine closure plan. The change for 2018 primarily relates to an increase in estimated closure costs at Telfer, following an update to Telfer’s mine closure plan. (c) Other Provisions Other provisions comprise of community obligations and other miscellaneous items. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT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. 115 19. Capital Management and Financial Objectives Newcrest’s capital structure consists of equity and net debt, which includes borrowings, cash and cash equivalents. Newcrest’s financial objectives are to meet all financial obligations, maintain a strong balance sheet to withstand cash flow volatility, be able to pursue profitable growth 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 cash and committed undrawn bank facilities of at least US$1.5 billion, with approximately one-third of that amount in the form of cash. At 30 June the Group’s position in relation to these metrics were: Metric Credit rating (S&P/Moody’s) Leverage ratio (Net debt to EBITDA) Gearing ratio Cash and committed undrawn facilities (US$) Policy ‘looks to’ Investment grade Less than 2.0 times Below 25% At least $1.5bn, ~ 1/3 in cash 2019 2018 BBB/Baa2 BBB–/Baa3 0.2 4.9% 0.7 12.2% $3.60bn ($1,600m cash) $2.97bn ($953m cash) Detail of the calculation of the capital management performance ratios is provided below: Leverage Ratio Net debt (Note 20) EBITDA (Note 4) Leverage ratio 2019 US$m 395 1,670 2018 US$m 1,040 1,565 0.2 times 0.7 times Leverage Ratio is calculated as net debt at the end of the reporting period divided by the rolling 12 month EBITDA. Refer to Note 4, Segment Information, for the definition of EBITDA. Gearing Ratio Net debt (Note 20) Equity Total capital (Net debt and equity) Gearing ratio Gearing ratio is calculated as net debt at the end of the reporting period divided by net debt plus equity. 2019 US$m 395 7,631 8,026 4.9% 2018 US$m 1,040 7,462 8,502 12.2% NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 116 20. Net Debt Newcrest borrows funds from financial institutions and debt investors in the form of committed revolving facilities and corporate bonds. As at 30 June 2019, all of Newcrest’s borrowings were unsecured. Borrowings are initially recognised at fair value and subsequently at amortised cost. Borrowings are net of transaction costs incurred. Borrowings are classified as non-current liabilities where Newcrest has an unconditional right to defer settlement for at least 12 months from the year end. Cash and cash equivalents comprise cash at bank, on hand and short-term deposits. Corporate bonds Less: capitalised transaction costs on facilities Total non-current borrowings Total borrowings Cash and cash equivalents Net debt Note (a) 2019 US$m 2,000 (5) 1,995 1,995 (1,600) 395 2018 US$m 2,000 (7) 1,993 1,993 (953) 1,040 (a) Corporate bonds In each of November 2011 and October 2012, Newcrest issued US$1,000 million in US dollar corporate bonds (notes). The notes were issued in accordance with Rule 144A and Regulation S of the Securities Act of the United States. The notes consist of: Maturity November 2021 October 2022 November 2041 Coupon Rate 4.45% 4.20% 5.75% 2019 US$m 750 750 500 2018 US$m 750 750 500 2,000 2,000 (b) Bilateral bank debt As at 30 June 2019, the Group had bilateral bank debt facilities of US$2,000 million (2018: US$2,000 million) with 13 banks (2018: 12 banks). These are committed unsecured revolving facilities, individually negotiated and documented with each bank but with similar terms and conditions. The facilities are on normal terms and conditions and include certain financial covenants. Interest is based on LIBOR plus a margin, which varies amongst the lenders. During the year, the Group renegotiated the facilities, which included increasing the number of lending banks to 13 and extending the maturity profiles. As at 30 June 2019 and 30 June 2018 these facilities were undrawn. The maturity date profile of these facilities is shown in the table below: Facility Maturity (financial year ending) June 2019 June 2020 June 2021 June 2022 June 2024 2019 US$m – – – 1,076 924 2,000 2018 US$m 1,001 250 749 – – 2,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(c) Financing facilities The Group has access to the following unsecured financing facilities at the end of the financial year. 117 2019 Corporate bonds Bilateral bank debt facilities 2018 Corporate bonds Bilateral bank debt facilities Bank loan (2) Facility Utilised (1) US$m Facility Unutilised US$m 2,000 – 2,000 2,000 – – 2,000 – 2,000 2,000 – 2,000 20 2,020 (1) As at 30 June 2019, 100% of the facilities utilised were at fixed interest rates. (30 June 2018: 100% fixed interest rates). (2) PT Nusa Halmahera Minerals had a US$20 million loan facility with one bank which matured on 31 March 2019. This facility was not renewed. (d) Movement in borrowings Movement in total borrowings during the year was as follows: Borrowings Opening balance Non-cash movements Closing balance 21. Other Financial Assets and Liabilities Other Financial Assets / (Liabilities) Gold and copper USD forward contracts (1) Gold AUD forward contracts (2) Fuel forward contracts (3) Total other financial assets – current Gold AUD forward contracts (2) Fuel forward contracts (3) Contingent consideration asset (4) Other financial assets (5) Total other financial assets – non-current Gold and copper USD forward contracts (1) Gold AUD forward contracts (2) Fuel forward contracts (3) Total other financial liabilities – current Gold AUD forward contracts (2) Total other financial liabilities – non-current (1) Net fair value loss of US$12 million (2018: US$6 million gain). Refer Note 22 (a)(i) (2) Net fair value loss of US$106 million (2018: US$23 million gain). Refer Note 22 (a)(i) (3) Net fair value loss of US$1 million (2018: US$25 million gain). Refer Note 22 (a)(ii) (4) Relates to the contingent consideration on the sale of Bonikro. Refer Note 30(a) (5) Instrument is designated as FVOCI and is not in a hedging relationship. Facility Limit US$m 2,000 2,000 4,000 2,000 2,000 20 4,020 2018 US$m 1,991 2 1,993 2019 US$m 1,993 2 1,995 2019 US$m 2018 US$m 4 – – 4 – – 9 90 99 (16) (42) (1) (59) (64) (64) 6 5 22 33 23 3 9 – 35 – – – – (5) (5) NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 118 21. Other Financial Assets and Liabilities continued Derivative financial instruments and hedging The Group uses derivative financial instruments to manage certain market risks. 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’) and accumulated in the Hedge Reserve in equity. Any gain or loss relating to an ineffective portion is recognised immediately in the Income Statement. Amounts accumulated in the Hedge Reserve 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 OCI 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 arose 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 arose on the hedge prior to its redesignation are recognised in the Income Statement at the date of the redesignation. 22. 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. (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 and provides 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 (quotation period or ‘QP’). The QP exposure is typically between one and four months. Revenue of provisionally priced sales is recognised based on the estimated fair value of the total consideration receivable. Subsequent changes in fair value are recognised in the Income Statement each period until final settlement and presented as part of ‘Other Income/Expenses’. Refer to Note 5(d). As at 30 June 2019, 222,000 gold ounces and 32,000 copper tonnes were subject to QP adjustment (2018: 161,000 ounces gold and 21,000 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 contracts at the time of concentrate shipments to lock in the price. These forward 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/Expenses’. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORTThe following table details the gold and copper forward contracts outstanding as at the reporting date. 119 Gold and Copper USD forward contracts Gold (ounces) Maturing less than 6 months Copper (tonnes) Maturing less than 6 months Total fair value 2019 Weighted Average Price US$ Quantity (‘000s) 164 26 1,319 6,144 Fair Value US$m Quantity (‘000s) 2018 Weighted Average Price US$ Fair Value US$m (16) 4 (12) 100 17 1,283 6,847 3 3 6 Partial hedging of Telfer future gold sales Newcrest has put in place hedges for a portion of the Telfer mine’s future planned gold production. Telfer is a large scale, low grade mine and its profitability and cash flow are both particularly sensitive to the realised Australian dollar gold price. Having regard to the favourable spot and forward prices at that time, hedging instruments in the form of Australian dollar gold forward contracts were put in place to secure margins on a portion of future planned production to June 2023, to support investment in cutbacks and mine development. The Telfer AUD gold forward contracts have been designated as cash flow hedges with a hedge relationship of 1:1. Potential sources of hedge ineffectiveness that may affect the hedging relationship during the term are variations to forecast production timing and volume assumptions and credit risk. As of 30 June 2019, the Group is holding AUD gold forward contracts with the following maturity: Gold AUD forward contracts maturing: Less than 12 months Between 1–2 years Between 2–3 years Between 3–4 years Between 4–5 years Total 2019 Quantity (ounces) (‘000s) Weighted Average Price A$ Fair Value US$m Quantity (ounces) (‘000s) 205 217 204 138 – 764 1,729 1,864 1,902 1,942 – 1,852 (42) (28) (23) (13) – (106) 231 205 217 204 138 995 2018 Weighted Average Price A$ 1,739 1,729 1,864 1,902 1,942 1,826 Fair Value US$m 5 (3) 10 7 4 23 These forward contracts are measured at fair value with the effective portion of fair value movements being recognised in OCI and accumulated in the ‘Cash flow hedge reserve’ in equity. There was no hedge ineffectiveness recognised in the Income Statement during the year. (ii) Fuel price The Group’s input costs are exposed to price fluctuations, in particular to diesel and heavy fuel oil prices. To mitigate this risk, the Group has entered into short-term fuel forward contracts to fix certain diesel and heavy fuel oil costs in line with budget expectations. These forward contracts have been designated as cash flow hedges with a hedge relationship of 1:1. Potential sources of hedge ineffectiveness that may affect the hedging relationship during the term include differences in the pricing of the physical (hedged) item and hedging instrument, timing of physical delivery misaligned with the hedging instrument and credit risk. Forward contracts maturing in: Less than 12 months Diesel (barrels) Heavy fuel oil (tonnes) Greater than 12 months Diesel (barrels) Total fair value 2019 2018 Quantity (ounces) (‘000s) Weighted Average Price A$ Fair Value US$m Quantity (ounces) (‘000s) Weighted Average Price A$ Fair Value US$m 531 135 – 79 365 – – (1) – (1) 678 146 225 74 361 73 10 12 3 25 These forward contracts are measured at fair value with the effective portion of fair value movements being recognised in OCI and accumulated in the ‘Cash flow hedge reserve’ in equity. There was no hedge ineffectiveness recognised in the Income Statement during the year. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 120 22. Financial Risk Management continued (a) Commodity and Other Price Risks continued (iii) Financial Impacts of Hedges The impact of hedged items designated in hedging relationships on the Income Statement and OCI, is as follows: Cash flow hedges Telfer gold sales Diesel Heavy fuel oil Total Line item in the Income Statement Sales revenue Cost of sales – Site production costs Cost of sales – Site production costs Gain/(loss) reclassified from OCI to Income Statement 2019 US$m 2018 US$m (3) 6 9 12 22 5 8 35 (iv) Sensitivity Analysis The following table summarises the sensitivity of financial assets and financial liabilities held at the reporting date to movement in the gold price with all other variables held constant. The 10% movement for gold (2018: 10%) is based on reasonably possible changes, over a financial year, using an observed range of actual historical rates for the preceding five year period. Post-tax gain/(loss) Gold Gold +10% (2018: +10%) Gold -10% (2018: -10%) Impact on Profit(1) Higher/(Lower) Impact on Equity(2) Higher/(Lower) 2019 US$m 2018 US$m 2019 US$m 2018 US$m 6 (6) 5 (5) (77) 77 (92) 92 (1) Represents the impact of the movement in commodity prices on the balance of the financial assets and financial liabilities at year end. (2) For derivatives which are in an effective hedging relationship, all fair value movements are recognised in Other Comprehensive Income. The sensitivity of the exposure of copper, diesel and heavy fuel oil prices on financial assets and financial liabilities at year end has been analysed and determined to be not material to the Group. (b) Foreign Currency Risk The Group undertakes transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The Group’s revenue is primarily denominated in US dollars whereas a material proportion of costs (including capital expenditure) are collectively in Australian dollars and PNG Kina. The Group’s Australian entities have AUD functional currencies, while all non-Australian operating entities have USD functional currencies. The Group’s Statement of Financial Position can also be affected materially by movements in the AUD:USD exchange rate. Measuring the exposure to foreign exchange risk is achieved by regularly monitoring and performing sensitivity analysis on the Group’s financial position. The carrying amounts of the Group’s US dollar denominated financial assets and liabilities in entities which do not have a US dollar functional currency at the reporting date are as follows: US Dollar Denominated Balances Financial Assets Cash and cash equivalents Trade and other receivables Related party receivables Derivatives Financial Liabilities Payables Related party payables Borrowings Derivatives Gross Exposure Net investment in US dollar functional currency entities Net Exposure (inclusive of net investment in foreign operations) 2019 US$m 1,444 92 24 4 1,564 31 2 2,000 17 2,050 (486) 854 368 2018 US$m 761 40 4 31 836 27 28 2,000 – 2,055 (1,219) 1,500 281 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT Net investment hedges 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 AUD functional currency. Where considered appropriate the US dollar denominated debt (net of cash) is designated as a net investment in foreign operations. 121 Exchange gains or losses upon subsequent revaluation of US dollar denominated borrowings and cash 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 2019, US dollar borrowings (net of cash) of US$854 million were designated as a net investment in foreign operations (2018: US$1,500 million). Sensitivity analysis The following table details the Group’s sensitivity arising in respect of translation of financial assets and financial liabilities to a 10% movement (2018: 10%) in the Australian dollar against the US dollar at the reporting date, with all other variables held constant. The percentage sensitivity is based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding five-year period. Post-tax gain/(loss) AUD/USD +10% (2018: +10%) AUD/USD -10% (2018: -10%) Impact on Profit After Tax Higher/(Lower) Impact on Equity Higher/(Lower) 2019 US$m (26) 26 2018 US$m (18) 18 2019 US$m (60) 60 2018 US$m (103) 103 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% (2018: 10%) was calculated by taking the AUD spot rate as at the reporting date, moving this spot rate by 10% (2018: 10%) and then re-converting the AUD into USD 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 AUD has not been included in the sensitivity analysis as part of the equity movement. (c) Liquidity Risk Newcrest is exposed to liquidity risk primarily through its capital management policies and objectives, which utilise debt as an 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: – Targeting to maintain cash and committed undrawn bank facilities of at least US$1,500 million, with approximately one-third of that amount in the form of cash. – Targeting to maintain an investment grade credit rating. – Forecasting of cash flows relating to operational, investing and financing activities, including sensitivity analysis to test multiple scenarios. – Management of repayment maturities to avoid excessive refinancing in any period. – Maintain funding flexibility with committed available credit lines with a variety of counterparties. – Managing credit risk related to financial assets. The Group maintains a balance between continuity of funding and flexibility through the use of cash, loans and committed available credit lines. Included in Note 20 is a list of undrawn facilities that the Group has at its disposal to manage liquidity risk. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 122 22. Financial Risk Management continued (c) Liquidity Risk continued The following table reflects all contractually fixed repayments and interest resulting from recognised financial liabilities at the reporting date, including derivative financial instruments. For derivative financial instruments the market value is presented, whereas for the other obligations the respective undiscounted cash flows for the respective upcoming financial years are presented. 2019 Payables Borrowings Derivatives 2018 Payables Borrowings Derivatives Less than 6 months US$m Between 6–12 months US$m Between 1–2 years US$m Between 2–5 years US$m Greater than 5 years US$m 444 31 33 508 415 31 – 446 – 47 20 67 – 47 – 47 – 94 28 122 – 94 5 99 – 1,650 39 1,689 – 1,715 – 1,715 – 1,003 – 1,003 – 1,032 – 1,032 Total US$m 444 2,825 120 3,389 415 2,919 5 3,339 (d) Interest Rate Risk The Group’s exposure to the risk of changes in market interest rates primarily relates to the Group’s cash and debt obligations that have floating interest rates. The Group’s interest rate exposure together with the effective interest rate for each class of financial assets and financial liabilities at the reporting date is summarised as follows: Consolidated Financial Assets Cash and cash equivalents Financial Liabilities Corporate bonds Net exposure 2019 2018 Floating Interest US$m Fixed Interest US$m Effective Interest Rate US$m Floating Interest US$m Fixed Interest US$m Effective Interest Rate % 1,600 1,600 – – 1,600 – – 2,000 2,000 (2,000) 2.4 4.7 953 953 – – 953 – – 2,000 2,000 (2,000) 2.3 4.7 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. (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. The Group limits its counterparty credit risk on investment funds by dealing only with banks or financial institutions with credit ratings of at least A- (S&P) equivalent and rated at least BBB (S&P) equivalent for derivative financial instruments. Credit risk is further limited by ensuring diversification with maximum investment limits based on credit ratings. All customers who wish to trade on credit terms are subject to a credit risk analysis. The Group obtains sufficient collateral (such as a letter of credit) from customers where determined appropriate, as a means of mitigating the risk of financial loss from defaults. At the reporting date the value of collateral held was US$43 million (2018: nil). Receivables balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. There were no material impairments of receivables as at 30 June 2019 or 30 June 2018. The majority of the Group’s receivables at the reporting date are due from concentrate customers in Japan. There have been no credit defaults with these customers in recent history. Newcrest’s Treasury department evaluates credit risk on a continual basis. At the reporting date there were no other significant concentrations of credit risk. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(f) Financial Assets and Financial Liabilities The following tables disclose the carrying amounts of each class of financial assets and financial liabilities at year end, classified between amortised cost, fair value through profit or loss and fair value through other comprehensive income (‘OCI’). 123 2019 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets – current Other financial assets – non-current Financial Liabilities Trade and other payables Borrowings Other financial liabilities – current Other financial liabilities – non-current 2018 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets – current Other financial assets – non-current Financial Liabilities Trade and other payables Borrowings Other financial liabilities – current Fair Value through Amortised cost US$m profit or loss(1) US$m Fair Value through OCI(2) US$m Total US$m 1,600 135 4 99 1,838 444 1,995 59 64 – – – 90 90 – – 43 64 1,600 43 – – 1,643 444 1,995 – – 2,439 – 92 4 9 105 – – 16 – 16 107 2,562 Fair Value through Amortised cost US$m profit or loss(1) US$m Fair Value through OCI(3) US$m 953 37 – – 990 415 1,993 – 2,408 – 40 6 9 55 – – – – – – 27 26 53 – – 5 5 Total US$m 953 77 33 35 1,098 415 1,993 5 2,413 (1) Primarily relates to gold and copper forward contracts and concentrate receivables. (2) Relates to fuel hedges, Telfer AUD gold hedges and other equity investments. (3) Relates to fuel hedges and Telfer AUD gold hedges. (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 fair value method used, as defined by IFRS 13 Fair Value Measurement. – 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). The Group’s financial assets and liabilities which are measured at fair value on a recurring basis, are categorised as Level 1 and Level 2 measurements with the exception of the contingent consideration asset of US$9 million (2018: US$9 million) (refer Note 30(a)) which is categorised as Level 3 measurement. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 124 22. Financial Risk Management continued (g) Fair Value continued Fair value of financial instruments carried at amortised cost The carrying amounts of financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair value, except as detailed in the following table: Financial Liabilities Borrowings: Carrying amount Fair value (1) 2019 US$m 2018 US$m 2019 US$m 2018 US$m Fixed rate debt – Corporate Bonds 1,995 1,993 2,145 2,072 (1) The fair value is a level 2 valuation. Fair values of the Group’s fixed rate borrowings are determined by using discounted cash flow models that use discount rates that reflect the issuer’s borrowing rate as at the end of the reporting period. 23. Issued Capital (a) Movements in Issued Capital Opening balance Shares repurchased and held in treasury (1) Shares issued – dividend reinvestment plan Total issued capital (b) Number of Issued Ordinary Shares Comprises: – Shares held by the public – Treasury shares Total issued capital Movement in issued ordinary shares for the year Opening number of shares Shares issued under: – Shares repurchased and held in treasury (1) – Share plans (2) – Dividend reinvestment plan Closing number of shares Movement in treasury shares for the year Opening number of shares – Purchases – Issued pursuant to share plans Closing number of shares 2019 US$m 2018 US$m 11,656 11,657 (26) 11 (11) 10 11,641 11,656 2019 No. 2018 No. 766,613,683 766,608,812 1,861,708 1,134,002 768,475,391 767,742,814 766,608,812 765,777,868 (1,709,425) (600,000) 981,719 732,577 797,668 633,276 766,613,683 766,608,812 1,134,002 1,709,425 1,331,670 600,000 (981,719) (797,668) 1,861,708 1,134,002 (1) During the year, the Newcrest Employee Share Plan Trust (‘Trust’) purchased a total of 1,709,425 (2018: 600,000) ordinary fully paid Newcrest shares at an average price of A$20.95 (US$14.87) per share (2018: average price of A$21.63 (US$17.04) per share). The shares were purchased on-market to be held by the Trustee on behalf of the Trust to satisfy the future entitlements of the holders of performance rights (and any other rights to acquire shares) under Newcrest’s current and future employee incentive schemes. (2) Represents rights exercised under the Company’s share-based payments plans and executive service agreements. Refer to Note 33 for share-based payments. Issued ordinary share capital is classified as equity and is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of ordinary shares and the associated tax are recognised directly in equity as a reduction of the share proceeds received. Treasury Shares The Group’s own equity instruments, which are purchased on-market for later use in employee share-based payment arrangements (treasury shares), are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT 24. Reserves Equity settlements reserve Foreign currency translation reserve Hedge reserve Other reserves Total reserves 125 Note (a) (b) (c) (d) 2019 US$m 112 (489) (75) 26 (426) 2018 US$m 101 (327) 33 (1) (194) (a) Equity Settlements Reserve This reserve is used to recognise the fair value of rights and options issued to employees in relation to equity-settled share-based payments. (b) Foreign Currency Translation Reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of subsidiaries which do not have a functional currency of USD. The reserve is also used to record exchange gains and losses on hedges of the net investment in foreign operations. Refer Note 22(b). (c) Hedge Reserve The hedge reserve is used to record the effective portion of changes in the fair value of cash flow hedges (refer Note 22). The components of the hedge reserve at year end were as follows: Component Gold forward contracts – Telfer Fuel forward contracts Tax effect Total Hedge Reserve Note 22(a) 22(a) 2019 US$m (106) (1) (107) 32 (75) 2018 US$m 23 25 48 (15) 33 (d) Other Reserves Other Reserves are used to record Newcrest’s share of other comprehensive income/(loss) of associates (refer Note 29) and changes in the fair value of equity instruments held at fair value. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 126 GROUP STRUCTURE This section provides information relevant to understanding the structure of the Group. 25. 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 Notes Country of Incorporation Percentage Holding 2019 % 2018 % Parent Entity Newcrest Mining Limited Subsidiaries Cadia Holdings Pty Limited Contango Agricultural Company Pty Ltd Newcrest Finance Pty Limited Newcrest International Pty Ltd Newcrest Operations Limited Newcrest West Africa Holdings Pty Ltd Newgen Pty Ltd Niugini Mining (Australia) Pty Ltd Newcrest Insurance Pte Ltd Newcrest Singapore Holdings Pte Limited PT Nusa Halmahera Minerals PT Nusantara Bintang Management PT Puncakbaru Jayatama Newcrest (Fiji) Pte Limited Newcrest Exploration (Fiji) Pte Limited Lihir Gold Limited Newcrest PNG 2 Limited Newcrest PNG 3 Limited Newcrest PNG Exploration Limited Newcrest Resources Inc Newroyal Resources Inc Newcrest Canada Inc Newcrest Canada Holdings Inc Newcrest Canada Services Inc Newcrest Red Chris Mining Limited Newcrest Chile SpA NewcrestEcuador SA LGL Exploration CI SA LGL Resources CI SA Newcrest Dougbafla CI SA 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 USA USA Canada Canada Canada Canada Chile Ecuador Côte d’Ivoire Côte d’Ivoire Côte d’Ivoire (a) (a) (a) (a) (a) (a) (b) (b) (b) (b) (b) (b) (b) (b) (b) (b) (d) (b) (c) (b) (c) (b) 100 100 100 100 100 100 100 100 100 100 75 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – – 89.89 100 100 100 100 100 100 100 100 100 100 75 100 100 100 100 100 100 100 100 100 100 100 100 100 – 100 100 100 99.89 89.89 Notes: (a) These controlled entities are a party to a Deed of Cross Guarantee. Refer Note 27 for further information. (b) Audited by affiliates of the Parent entity auditors. (c) These entities were sold during the year. (d) These entities were incorporated during the year. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT26. Parent Entity Information The summarised Income Statement and Statement of Financial Position in respect to the parent entity (‘Company’) is set out below. 127 (a) Income Statement Profit/(loss) after income tax Other comprehensive income/(loss) Total comprehensive income/(loss) 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 2019 US$m 2018 US$m (113) (298) (411) 91 6,117 6,208 300 486 786 5,422 11,641 112 (579) (5,752) 5,422 (272) (250) (522) 92 6,747 6,839 223 637 860 5,979 11,656 101 (281) (5,497) 5,979 3 5 (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 27. 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 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 128 27. Deed of Cross Guarantee Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 dated 17 December 2016, the wholly-owned controlled entities detailed in Note 25 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 Revenue Cost of sales Gross profit Exploration costs Corporate administration costs Dividend income from subsidiaries Other income/(expenses) Share of profit/(loss) of associate Impairment loss on property, plant and equipment Impairment reversal/(loss) – other Profit before interest and income tax Finance income Finance costs Profit/(loss) before income tax Income tax expense Profit/(loss) after income tax Consolidated 2019 US$m 2,258 (1,335) 923 (31) (117) 22 (57) (4) – 12 748 26 (116) 658 (192) 466 2018 US$m 1,868 (1,383) 485 (40) (102) 55 64 (2) (269) (91) 100 8 (117) (9) 2 (7) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORTStatement of Financial Position Current assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Other assets Total current assets Non-current assets Other receivables Inventories Investment in subsidiaries Property, plant and equipment Other intangible assets Deferred tax assets Other financial assets Other assets Investment in associates Total non-current assets Total assets Current liabilities Trade and other payables Provisions Current tax liability Other financial liabilities Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax liabilities Other financial liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Accumulated losses Reserves Total equity Consolidated 129 2019 US$m 1,477 106 157 4 26 2018 US$m 803 57 165 33 42 1,770 1,100 52 – 4,521 3,206 26 60 99 5 78 8,047 9,817 509 74 165 61 809 1,995 244 86 63 2,388 3,197 6,620 36 3 5,120 3,372 31 69 35 4 67 8,737 9,837 509 73 99 – 681 1,993 228 186 5 2,412 3,093 6,744 11,641 (4,057) (964) 6,620 11,656 (4,381) (531) 6,744 NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 130 28. Interest 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 Wafi-Golpu JV Namosi JV Country Principal Activity Papua New Guinea Fiji Mineral exploration Mineral exploration Ownership Interest Note (a) (b) 2019 50.0% 71.82% 2018 50.0% 71.42% 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) Wafi-Golpu Joint Venture The Wafi-Golpu JV is owned 50% by the Group and 50% by subsidiaries of Harmony Gold Mining Company Limited. Pursuant to the JV agreement, key operational decisions of the JV require a unanimous vote and therefore the Group has joint control. For segment reporting, Wafi-Golpu is included within the ‘Exploration and Projects’ segment. 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 and project development 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 2019, 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%. The Wafi-Golpu JV completed a feasibility study update in March 2018. The Wafi-Golpu project is currently in the permitting phase. The carrying value of the Group’s interest in the Wafi-Golpu JV as at 30 June 2019 is US$467 million (2018: US$441 million). (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 Projects’ segment. The carrying value of the Group’s interest in the Namosi JV as at 30 June 2019 is US$25 million (2018: US$25 million). 29. Investment in Associates Movements in investment in associates Opening balance Acquisition – Lundin Gold Inc Acquisition – SolGold plc Acquisition – Azucar Minerals Ltd Total acquisitions Share of profit/(loss) Share of other comprehensive income/(loss) Impairment loss – Azucar Minerals Ltd Foreign currency translation Closing balance 2019 US$m 324 10 18 – 28 (18) 3 – (4) 333 2018 US$m 64 251 9 15 275 (5) (1) (6) (3) 324 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORTAn associate is an entity that is neither a subsidiary nor joint arrangement, over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The Group’s investment in associates is accounted for using the equity method. 131 After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on its investment in its associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the Income Statement. (a) Details of Associates Associate Lundin Gold Inc SolGold plc Azucar Minerals Ltd Country of Incorporation Canada United Kingdom Canada Interest Carrying Amount 2019 % 27.1% 15.2% 19.9% 2018 % 27.1% 14.5% 19.9% 2019 US$m 252 78 3 333 2018 US$m 249 67 8 324 Each of the Group’s associates are in the exploration and/or mine development phase and do not currently generate revenue. Further details are as follows: Lundin Gold Inc Lundin Gold Inc (‘Lundin’) is a Canadian based mine development company, developing the Fruta del Norte gold project in Ecuador. Lundin is listed on the Toronto Stock Exchange (‘TSX’) and the Nasdaq Stockholm. On 26 March 2018, Newcrest acquired a 27.1% equity interest in Lundin for US$251 million (inclusive of transaction costs of US$1 million), following a share subscription agreement entered into on 24 February 2018. In addition to holding 27.1% of the voting rights, in accordance with the share subscription agreement, Newcrest has appointed two directors to the Board of Lundin and representation on the project advisory committee of the Fruta del Norte gold project. As at 30 June 2019, Lundin (on a 100% basis) has total assets of US$1,343 million (2018: US$995 million), total liabilities of US$778 million (2018: US$390 million) and net assets of US$565 million (2018: US$605 million). Assets include cash of US$252 million (2018: US$393 million), property, plant and equipment of US$720 million (2018: US$285 million) and mineral properties of US$241 million (2018: US$252 million). Liabilities include non-current borrowings of US$723 million (2018: US$349 million). As at 30 June 2019, the Group held 60,237,973 shares (2018: 57,736,721) with a market value of US$302 million (2018: US$200 million) based on the closing share price on the TSX. SolGold Plc SolGold Plc (‘SolGold’) is an Australian based, copper gold exploration and future development company with assets in Ecuador, the Solomon Islands and Australia. SolGold is listed on the London Stock Exchange (‘LSE’) and the TSX. The Group acquired an initial 10% interest in SolGold in October 2016 following the signing of a share subscription agreement with SolGold. The Group has since acquired a further 5.2% interest. Under the agreement, subject to holding more than 10% of the share capital of SolGold, Newcrest has a right (but not an obligation) to appoint a Director to the Board of SolGold. Consequently, at the date of initial acquisition, it was determined that Newcrest had the ability to participate in the financial and operating policy decisions of SolGold. It was therefore determined that Newcrest has significant influence under accounting standards from the date of the initial acquisition. In March 2017, Newcrest appointed a director to the Board of SolGold. As at 30 June 2019, the Group held 281,216,471 shares (2018: 246,634,271 shares) with a market value of US$114 million (2018: US$74 million) based on the closing share price on the LSE. Azucar Minerals Ltd Azucar Minerals Ltd (‘Azucar’) is a mineral exploration company listed on the TSX. Formerly Almadex Minerals Ltd, its assets include the El Cobre copper/gold porphyry project near Veracruz, Mexico. Newcrest acquired an initial 19.9% interest in Azucar in May 2018 for US$15 million following the signing of a subscription agreement with Almadex Minerals Ltd. Under the agreement, subject to holding more than 10% of the share capital of Azucar, Newcrest has a right (but not an obligation) to appoint a Director to the Board of Azucar. Consequently, at the date of initial acquisition, it was determined that Newcrest had the ability to participate in the financial and operating policy decisions of Azucar. It was therefore determined that Newcrest has significant influence under accounting standards from the date of the initial acquisition. As at 30 June 2019, the Group held 14,674,056 shares (2018: 14,391,568) with a market value of US$3 million (2018: US$8 million) based on the closing share price on the TSX. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 132 30. Business Divestment (a) Divestment of Bonikro in 2018 In December 2017, Newcrest signed an agreement to sell its 89.89% interest in the Bonikro operation, to a consortium consisting of F&M Gold Resources Ltd and Africa Finance Corporation (‘the acquirer’). The divestment was completed on 28 March 2018, following the satisfaction of all closing conditions precedent under the sale agreement. Consideration for the sale was US$81 million and comprised of: – Cash of US$72 million cash; and – Net smelter royalty on future ore mined at the Bonikro lease, with a fair value of US$9 million which has been recognised as a contingent consideration asset (refer Note 21). As a result of the sale agreement, Bonikro was classified as ‘held for sale’ and was disclosed as such in the 31 December 2017 half-year financial statements. The carrying value of Bonikro was compared to its recoverable amount of US$80 million, which comprised consideration of US$81 million less costs to dispose of US$1 million. This resulted in a write-down of US$15 million during the year. The sale agreement had an economic effective date of 1 October 2017. The economic interest of Bonikro from 1 October 2017 to 28 March 2018 was to the benefit of the acquirer. The net cash generated by Bonikro during this period, which was to the benefit of the acquirer, was US$23 million. On sale completion, Newcrest released to the Income Statement from Other Comprehensive Income, a net foreign exchange gain of US$29 million on historic funding arrangements that were designated as a hedge of the Group’s net investment in the Bonikro operations. (b) Impact on Income Statement The impact of the divestment of Bonikro in 2018 on the Income Statement was as follows: Consideration received Less: Transaction costs Less: Written down value of net assets sold Gain / (loss) on business divestment Net investment hedge gain/ (loss) transferred to the Income Statement on business divestment, net of tax Write-down of property, plant and equipment Total gain/(loss) Note 30(c) 6 6 2019 US$m 2018 US$m – – – – – – – 81 (1) (80) – 29 (15) 14 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(c) Net Assets Disposed The carrying value of the net assets of Bonikro in 2018 disposed of is as follows: Book Value on Divestment Assets Cash and cash equivalents (1) Receivables and prepayments Inventories Property, plant and equipment (2) Total Assets Liabilities Trade and other payables Provisions – rehabilitation Provisions – other Total Liabilities Net assets divested 133 2019 US$m 2018 US$m – – – – – – – – – – 23 8 83 13 127 30 14 3 47 80 (1) Balance of US$23 million represented the net cash generated by Bonikro from 1 October 2017 to 28 March 2018 which was divested in accordance with the sale agreement. (2) Balance of US$13 million is net of a US$15 million write-down as per Note 6. (d) Impact on Statement of Cash Flows The cash inflow on divestment of Bonikro in 2018, net of cash held by the subsidiaries was as follows: Cash consideration received Less: Transaction costs paid Less: Cash and cash equivalents divested Total 2019 US$m – – – – 2018 US$m 72 (1) (23) 48 NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 134 OTHER This section includes additional financial information and other disclosures that are required by the accounting standards and the Corporations Act 2001. 31. Commitments (a) Operating Lease Commitments Future minimum rentals payable on non-cancellable operating leases due: Within one year Later than one year but not later than five years Later than five years Total The Group leases assets for operations and office premises. The leases have an average life ranging from 1 to 10 years. There are no restrictions placed upon the lessee by entering into these leases. (b) Capital Expenditure Commitments Capital expenditure commitments This represents contracted capital expenditure. 2019 US$m 2018 US$m 39 27 8 74 30 41 13 84 109 63 32. Contingencies (a) Income Tax Matters – Indonesia In prior years, the Indonesian Taxation Office (‘ITO’) completed tax audits and issued amended assessments to PT Nusa Halmahera Minerals (‘PT NHM’) for the 2010 to 2016 financial years. The principal issue raised in these amended assessments was the income tax rate applicable under the Gosowong Contract of Work (‘CoW’). PT NHM is 75% owned by Newcrest. 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$96 million in total for the years in dispute (on a 100% basis). PT NHM disagrees with the ITO interpretation and has objected to these assessments but has paid the amounts assessed to mitigate future penalties. During the 2018 financial year, PT NHM received an adverse ruling from the Indonesian Tax Court in relation to the dispute for the 2013 financial year (tax in dispute US$8 million). PT NHM did not agree with the judgement and appealed to the Indonesian Supreme Court. Given the Indonesian Tax Court’s adverse ruling, PT NHM wrote off US$8 million of tax receivable and recognised an income tax expense for the same amount in the 2018 financial year. During the 2019 financial year, PT NHM received favourable rulings from the Indonesian Tax Court in relation to this dispute for the 2010 financial year (tax in dispute US$8 million) and the 2011 financial year (tax in dispute US$30 million). PT NHM received the refunds of US$38 million in relation to the favourable rulings during this financial year. The ITO has subsequently appealed this decision to the Indonesian Supreme Court. If PT NHM’s objection to the remaining prior period assessments (for the 2012, 2014, 2015 and 2016 financial years) is ultimately unsuccessful, it will not recover the amounts paid of US$50 million and income tax expense would be adversely impacted by the same amount. PT NHM also continued to apply its own interpretation of the income tax rate applicable under the CoW to the 2017 and 2018 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$15 million (on a 100% basis). It is noted that pursuant to the amendment to the CoW signed on 25 June 2018, PT NHM will be subject to the prevailing corporate tax rate, which is the tax rate currently applied by PT NHM. On that basis, there should be no further dispute on the income tax rate applicable to PT NHM for income tax years after 25 June 2018. 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(b) 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. 135 (c) 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$62 million (30 June 2018: US$71 million). 33. Share-Based Payments 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 Group operates a number of share-based payment plans, including: – Executive Performance Share Plan (‘LTI Plan’) – Employee Share Acquisition Plan (‘ESAP’) – Share Match Plan – Sign-On Share Plan – Short Term Incentive Plan (‘STI 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 General Managers (including Key Management Personnel), General Managers and Managers participate in this plan. The vesting conditions for the Performance Rights granted in the 2019 financial year for Executive General Manager comprised of a service condition and three equally weighted performance measures, being: – Comparative Cost Position; – Return on Capital Employed (ROCE); and – Relative Total Shareholder Return (‘TSR’) These measures are consistent with the prior year. Each LTI measure was chosen by the Board as it is a key driver of group performance. Performance against each of these measures over the three year vesting period determines the grant made to participants. There is no ability to re-test performance under the Plan after the performance period. The vesting conditions for the General Managers comprise of a service condition and 50% of the rights have performance measures as noted above. The vesting conditions for Managers comprise of service conditions only. NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 136 33. Share-Based Payments continued (a) Executive Performance Share Plan (LTI Plan) continued The assessed fair value at grant date of the Performance Rights granted under the LTI plan is independently determined using an option pricing model. The model inputs included: Fair value – Executives General Managers Fair Value – General Managers Fair Value – Managers Share price at grant date Expected life of right Exercise price Risk-free interest rate Annualised volatility Expected dividend yield 2019 2018 A$17.77 A$18.95 A$20.13 A$20.74 3 years Nil 2.08% 30.0% 1.0% A$20.21 A$20.21 A$20.21 A$23.61 3 years Nil 1.91% 35.0% 1.0% The rights have been valued using a combination of the Monte Carlo simulation and Black-Scholes models. 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. 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. (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: Grant date 2019 21 Nov 2018 21 Nov 2017 15 Nov 2016 5 Nov 2015 Total 2018 21 Nov 2017 15 Nov 2016 5 Nov 2015 12 Dec 2014 Total Exercise date 21 Nov 2021 15 Nov 2020 15 Nov 2019 5 Nov 2018 21 Nov 2020 15 Nov 2019 5 Nov 2018 7 Nov 2017 Movement in Number of Rights During the Year Beginning of year Granted Exercised Forfeited End of year – 1,029,471 817,880 699,674 1,112,196 – – – – – – (37,557) (65,602) (43,458) (611,163) (501,033) 991,914 752,278 656,216 – 2,629,750 1,029,471 (611,163) (647,650) 2,400,408 – 863,890 – – – (790,812) (46,010) (104,038) (128,469) (608,651) 817,880 699,674 1,112,196 – – – – 863,890 (790,812) (887,168) 2,629,750 803,712 1,240,665 1,399,463 3,443,840 All Performance Rights have a nil exercise price. The number of performance rights exercisable at year end is nil (2018: nil). (c) ESAP, Share Match Plan and Sign-On Share Plan 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$4,950 to acquire shares in the plan year. On the third anniversary of the start of the plan year, the Company will match the number of acquired shares held by the employee at that time with matched shares. To support Newcrest’s ability to attract and/or retain suitable executives and senior managers, it is sometimes necessary to offer sign-on incentives. Such incentives are consistent with market practice in the industry. Rights awarded under the Sign-on Share Plan vest over periods up to three years and are subject to continued employment and/or performance. The number of shares and rights granted under these plans during the year was not material to the Group. The number of rights outstanding at year end was 210,654 (2018: 292,137). NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT(d) STI Plan This plan applies to certain employees including key management personnel. Under the STI Plan, for eligible employees, 50% of the payment is provided in cash with the remaining 50% deferred into shares. The number of shares calculated is based on the Company’s volume weighted average share price during the five trading days immediately preceding the date of payment of the cash portion. Half the shares are released after 12 months and the remainder after 2 years. 137 During the year 225,640 shares were granted in respect to this plan (2018: 198,180 shares). 34. Key Management Personnel (a) Remuneration of Key Management Personnel and Directors (1)   Short-term Long-term Post-employment Share-based payments expense 2019 US$’000 8,165 45 158 6,427 14,795 2018 US$’000 11,688 93 241 8,233 20,255 (1) In 2019, the Group re-examined the classification of Executives in Key Management Personnel (‘KMP’) which reduced the number of Executives in KMP in 2019 to five (2018: nine). KMP also includes Non-Executive Directors for which the classification remained unchanged. (b) Loans and other transactions with Key Management Personnel There are no loans made to KMP, or their related entities, by the Group. 35. Auditors’ Remuneration (a) Amounts received or due and receivable by Ernst & Young (Australia) for: Audit or review of financial reports of the Company and subsidiaries Assurance services: Audit-related assurance services Sustainability assurance services Total audit and assurance services Non-audit services: Transaction accounting and tax due diligence services Other tax services Total non-audit services Total (b) Amounts received or due and receivable by related practices of Ernst & Young (Australia) for: Audit or review of financial reports of subsidiaries (c) Amounts received or due and receivable by other auditors for: Audit or review of financial reports of subsidiaries 2019 US$’000 2018 US$’000 1,344 1,227 149 225 1,718 875 7 882 8 173 1,408 588 7 595 2,600 2,003 136 184 23 23 NEWCREST 2019 ANNUAL REPORTNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNotes to the Consolidated Financial Statements continued For the Year Ended 30 June 2019 138 36. New Accounting Standards and Interpretations 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 2019, but have not been applied in preparing this financial report. Reference & Title AASB 16 Leases AASB Interpretation 23 Uncertainty over Income Tax Treatments Application date for the Group 1 July 2019 1 July 2019 Impact on Group (a) (b) (a) AASB 16 Leases AASB 16 Leases supersedes the existing accounting standard, AASB 117 Leases. It has an effective date for the Group of 1 July 2019. The Group will adopt the new standard on the required effective date. AASB 16 introduces a single lessee accounting model, requiring the recognition of 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. The Group is party to contracts for leases of property, plant and equipment; including but not limited to: office premises, mining equipment and contractor-provided equipment. Adoption of the new lease standard will result in lower operating costs and higher finance and depreciation costs as the accounting profile of the lease payments changes under the new model. The statement of financial position will also be impacted, with an increase to both non-current assets (right-of-use assets) and liabilities (lease liabilities). Cash flows from operating activities will increase as affected lease payments will be now be classified as financing cashflows. Conversely, cash flows from financing activities will decrease for the same reason. The Group has progressed its implementation of the new lease standard. During the first half of the 2019 financial year, the Group developed an implementation plan and review framework to facilitate analysis of its contract population. During the second half of the 2019 financial year it conducted ongoing reviews of its lease population for the application of AASB 16 and engaged internal stakeholders to review existing business processes. It also progressed its analysis of the embedded lease population, integrated the new standard into its budgetary procedures and developed systems to manage lease data capture and reporting. Implementation of the project will continue into the first half of the 2020 financial year. The Group will use the modified retrospective method of adoption on transition. It expects to utilise the practical expedient available under the standard to ‘grandfather’ its assessment of contracts not previously identified as leases under AASB 117, as well as practical expedients for short-term leases, low value leases and leases expiring within 12 months of transition date. Based on the analysis performed to date, the Group expects the impact of AASB 16 on the date of adoption (1 July 2019) will result in the recognition of additional right of use assets and lease liabilities of approximately US$55 million to US$65 million. The cumulative effect on retained earnings will be immaterial. (b) AASB Interpretation 23 – Uncertainty over income tax treatments This interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of AASB 112 Income Taxes. The Interpretation does not apply to taxes or levies outside the scope of AASB 112, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Group has reviewed its internal policies and tax risk frameworks and has determined that adoption of the interpretation will not have a material impact. The interpretation has an effective date for the Group of 1 July 2019. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFINANCIAL REPORT139 I D E T A D L O S N O C E H T O T S E T O N S T N E M E T A T S L A C N A N F I I Other accounting interpretations The Australian Accounting Standards Board and Auditing and Assurance Standards Board jointly issued in December 2018, and then re-issued in April 2019, the guidance document “Climate-related and other emerging risks disclosures: assessing financial statement materiality using AASB/IASB Practice Statement 2”. This guidance notes that climate change and other emerging risks continue to receive increased focus from investors and other stakeholders highlighting the importance of climate-related risks to their decision making. The guidance document provides direction to financial statement preparers and auditors on how to consider climate-related risks in the context of the financial statements. The Group has identified its climate-related risks in section 7 of the Operating and Financial Review. 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. 37. Events Subsequent to Reporting Date Subsequent to year end, the Directors have determined to pay a final dividend for the year ended 30 June 2019 of US 14.5 cents per share, which will be fully franked. The dividend will be paid on 26 September 2019. The total amount of the dividend is US$111 million. This dividend has not been provided for in the 30 June 2019 financial statements. Subsequent to year end the Group completed the acquisition of its interest in the Red Chris Joint Venture. Refer Note 38 for details. There have been no other matters or events that have occurred subsequent to 30 June 2019 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. 38. Acquisition of Interest in the Red Chris Joint Venture (a) Asset Purchase Agreement – March 2019 On 10 March 2019, Newcrest Mining Limited and its wholly owned subsidiary Newcrest Red Chris Mining Limited (formerly Newcrest B.C. Mining Ltd) entered into an Asset Purchase Agreement (‘APA’) with TSX-listed Imperial Metals Corporation (Imperial) to acquire a 70% joint-venture interest in, and operatorship of, the Red Chris mine and surrounding tenements in British Columbia, Canada (Red Chris Joint Venture) for US$806.5 million. The consideration payable will be subject to customary adjustments for certain assumed equipment loans and for working capital. The Red Chris mine is a copper-gold porphyry with an operating open-pit. The acquired property comprises 23,142 hectares of land with 77 mineral tenures. The acquisition of Newcrest’s interest in the Red Chris Joint Venture will be structured via an unincorporated arrangement. (b) Transaction Completion Post Reporting Date Subsequent to year end, on 15 August 2019, the Group completed the acquisition and the Red Chris Joint Venture was formed pursuant to the Red Chris Joint Venture Agreement (‘JVA’). Under the JVA, the Group has rights to its share of the assets and obligations for its share of the liabilities of the arrangement rather than a right to a net return. The Group will recognise its interest in assets and liabilities; revenue from the sale of its share of the output by the unincorporated arrangement; and associated expenses. All such amounts will be measured in accordance with the terms of the JVA, which is expected to be in proportion to the Group’s 70% interest in the arrangement. These amounts will be recorded in the Group’s financial statements on the appropriate lines. The final purchase price of $804m is subject to debt and net working capital adjustments. The working capital adjustment comprises inventory, provisions and trade and other payables and will be finalised in the first half of the 2020 financial year. Given the timing of the acquisition, work is required to determine the final fair values of the assets acquired and the liabilities assumed, including the finalisation of the debt and working capital adjustment. The finalisation of these fair values will be completed within 12 months of the acquisition date, at the latest. NEWCREST 2019 ANNUAL REPORT Directors’ Declaration 140 In accordance with a resolution of the Directors of Newcrest Mining Limited, we state that: 1. In the opinion of the Directors: I N O T A R A L C E D S R O T C E R D I ’ (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 2019 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 2019. 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 25 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 16 August 2019 Melbourne Sandeep Biswas Managing Director and Chief Executive Officer FINANCIAL REPORT Independent Auditor’s Report 141 T R O P E R S R O T D U A I ’ T N E D N E P E D N I NEWCREST 2019 ANNUAL REPORT Independent Auditor’s Report continued 142 T R O P E R S R O T D U A I ’ T N E D N E P E D N I 1. Assessment of t he carrying value of non-current asset s Why significant How our audit addressed t he key audit mat t er At 30 June 2019 the Group’s consolidated statement of financial position includes property, plant and equipment of $7,816 million and other intangible assets of $33 million. Group policy is to assess for indicators of impairment and impairment reversal annually or more frequently if indicators of impairment exist, for each cash generating unit (CGU). We evaluated the Group’s assessment of indicators of impairment or impairment reversal and the Group’s calculat ions of the recoverable amount of each CGU within their impairment testing. With t he involvement of our valuation specialists, we assessed the reasonableness of the board approved cash flow projections, the value ascribed to unmined resources, exploration potential and key macro-economic assumptions used in the impairment models. At 30 June 2019, the Group determined that: a) No indicators of impairment currently exist f or any CGUs. b) The carrying value of the Lihir and Telfer CGUs approximated their respective f air values, requiring further sensitivity analysis and for the reasons set out in Note 12 of the financial report, the Group performed an impairment test for these CGUs and the Gosowong CGU. No impairment charge was required following this test. c) The Group also considered if previous impairment of the Lihir CGU assets, other than goodwill, should be reversed, concluding that an impairment reversal was not required. Det ermination as to whether or not an impairment char ge or reversal relat ing t o an asset or CGU involves signif icant judgement about the future results and plans for each asset and CGU. Further disclosures relating to the assessment of impairment can be found at Note 12. The Group used internal and external experts to provide geological, metallurgical, mine planning and technological informat ion to suppor t key assumptions in the impairment models. We have examined the information provided by the Group’s experts, including assessment of the competence, qualificat ions and the objectivity of the internal and external experts, the methodology applied, and we have also substantiated the information supporting the input s used in the impairment models. We also assessed the reasonableness of the forecast cashflows against the past performance of the CGU’s. We assessed key assumptions such as gold and copper prices, discount rates, foreign exchange rates, mine operating costs and capital expenditures and performed sensit ivity analysis around the key drivers of the cash flow projections. Having determined the change in assumptions (individually or collectively) that would be required for the CGU’s to record an impairment charge or reversal, we considered the likelihood of such a movement in those key assumptions arising. In addition, we assessed the adequacy of the disclosures included in Note 12. 2. Mine rehabilit at ion provisions Why significant How our audit addressed t he key audit mat t er The Group has rehabilitation obligations to restore and rehabilitate land and environmental disturbances created by mine operations, including explorat ion and development activit ies. These obligat ions are determined through regulatory and legislat ive requirements across mult iple jurisdictions in addition to policies and processes set by the Group. At 30 June 2019, the Group has recorded $361 million as mine rehabilitat ion provisions. The est imat ion of mine rehabilitation provisions is highly complex and judgemental with respect t o the t iming of the activities, the associated economic assumptions and estimated cost of the future activit ies. Disclosure in relation t o mine rehabilitat ion provisions can be found in Note 18 of the financial report . We evaluated the Group’s determination of the mine rehabilitation provision f or each mine. The Group has used internal and external experts to support the estimation of the mine rehabilitat ion provisions. With t he support of our environmental specialists we assessed the competence, qualif icat ions and objectivity of the internal and external experts and assessed the reasonableness of the assumptions in the closure plans and cost estimates used by the Group’s internal and external experts, and that the information provided by the Group’s internal and external experts has been appropriately reflected in the calculation of the mine rehabilitat ion provisions. We assessed the reasonableness of economic assumpt ions, such as the discount and inf lation rates t hat were applied in the calculations. We assessed the adequacy of t he disclosures included in Note 18. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation FINANCIAL REPORT 143 T R O P E R S R O T D U A I ’ T N E D N E P E D N I NEWCREST 2019 ANNUAL REPORT Independent Auditor’s Report continued 144 T R O P E R S R O T D U A I ’ T N E D N E P E D N I FINANCIAL REPORT 145 T R O P E R S R O T D U A I ’ T N E D N E P E D N I NEWCREST 2019 ANNUAL REPORT 146 R E D L O H E R A H S I N O T A M R O F N I Shareholder Information ISSUED CAPITAL (ON 2 SEPTEMBER 2019) Title of Class Ordinary TWENTY LARGEST SHAREHOLDERS AS AT 2 SEPTEMBER 2019 Name 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 2 3 CITICORP NOMINEES PTY LIMITED 4 NATIONAL NOMINEES LIMITED 5 BNP PARIBAS NOMINEES PTY LTD 6 7 BNP PARIBAS NOMS PTY LTD 8 CITICORP NOMINEES PTY LIMITED 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA 10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 11 NATIONAL NOMINEES LIMITED 12 PACIFIC CUSTODIANS PTY LIMITED 13 AMP LIFE LIMITED 14 BNP PARIBAS NOMINEES PTY LTD 15 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 16 PACIFIC CUSTODIANS PTY LIMITED 17 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED < Euroclear Bank SA NV A/C> 18 BAINPRO NOMINEES PTY LIMITED 19 CS THIRD NOMINEES PTY LIMITED 20 NATIONAL NOMINEES LIMITED Total SUBSTANTIAL SHAREHOLDERS1 AS AT 2 SEPTEMBER 2019 Name BlackRock Group Allan Gray Australia Pty Ltd and its related bodies corporate The Vanguard Group, Inc. Number of Shareholders Number of Shares 53,806 768,475,391 Number of Shares % Issued Capital 404,647,346 134,534,472 88,199,817 21,994,072 15,034,507 8,943,724 7,465,121 5,158,031 5,139,890 3,700,988 3,233,244 2,461,708 2,179,419 2,093,440 1,801,800 1,114,606 1,108,882 1,004,471 929,168 876,821 52.66 17.51 11.48 2.86 1.96 1.16 0.97 0.67 0.67 0.48 0.42 0.32 0.28 0.27 0.23 0.15 0.14 0.13 0.12 0.11 711,621,527 92.60 Number of Shares % Issued Capital 94,595,8442 59,664,649 38,436,257 12.32 7.76 5.006 1. As notified to Newcrest under section 671B of the Corporations Act 2001 (Cth). 2. This number includes 6,576 American Depositary Receipts that, according to BlackRock’s substantial holder notice of 29 August 2018, are non-voting. DISTRIBUTION OF SHAREHOLDERS AS AT 2 SEPTEMBER 2019 Size of Holding Number of Shareholders Number of Shares % Issued Capital 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and Over Total 41,983 10,466 878 432 12,564,715 21,706,311 6,173,852 9,274,299 47 718,756,214 53,806 768,475,391 1.64 2.82 0.80 1.21 93.53 100.00 The number of shareholders holding less than a marketable parcel of ordinary shares was 2,498 (based on the closing market price on 2 September 2019). FINANCIAL REPORT 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 14.5 cents per share for the year ended 30 June 2019. An interim dividend of US 7.5 cents per share was paid on 22 March 2019. 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. 147 R E D L O H E R A H S I N O T A M R O F N I 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 Mellon as to the exercise of voting rights pertaining to the underlying shareholding. During the 2019 financial year, the net movement for ADRs was positive 405,559 and at year-end a net 5,069,819 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. NEWCREST 2019 ANNUAL REPORT Five Year Summary 148 For the 12 months ended 30 June(1) 2019 2018 2017 2016 2015 Gold Production (ounces) (2) Y R A M M U S R A E Y E V F I Cadia(2) Lihir Telfer Gosowong Bonikro(3) Hidden Valley(4) Total Copper Production (tonnes) Silver Production (ounces) 912,777 932,784 451,991 190,186 – – 599,717 955,156 425,536 251,390 114,555 – 619,606 940,060 386,242 295,876 128,327 10,520 668,773 900,034 462,461 197,463 137,696 72,566 667,418 688,714 520,309 331,555 119,970 94,601 2,487,739 2,346,354 2,380,630 2,438,994 2,422,568 105,867 77,975 83,941 83,070 96,816 1,004,507 935,856 1,168,812 2,263,837 2,181,419 All-In Sustaining Cost (US$ per ounce) 738 835 787 762 780 Cash Flow (US$m) Cash flow from operations Capital expenditure Exploration expenditure Free cashflow(5) Profit and Loss (US$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) Net-debt-to-EBITDA(8) Gearing (percent)(9) Return on Capital Employed(10) Issued Capital (million shares) at year end Gold Inventory (million ounces)(11) Ore Reserves Mineral Resources 1,487 1,434 1,467 1,241 1,280 531 78 804 3,742 746 272 561 561 73.0 73.0 22.0 11,837 4,206 7,631 0.2 4.9 11.2 768 54 110 541 72 601 3,562 791 118 202 459 26.3 59.8 18.5 11,480 4,018 7,462 0.7 12.2 8.8 768 62 120 582 58 739 3,477 689 164 308 394 40.2 51.4 15.0 11,583 4,049 7,534 1.1 16.6 7.9 767 65 130 471 44 814 3,295 698 118 332 323 43.3 42.1 7.5 11,191 4,071 7,120 1.6 22.8 6.2 767 69 140 471 38 854 3,604 574 335 376 424 49.1 55.3 Nil 11,803 4,846 6,957 2.1 29.3 7.8 767 75 140 Includes pre-commissioning production (2015–2017) (1) All financial data presented in this summary is quoted in US dollars unless otherwise stated. (2) (3) Production from Bonikro includes production up to the divestment date of 28 March 2018. (4) Production from Hidden Valley includes two months of production, up to the economic effective disposal date of 31 August 2016. (5) Free cash flow is calculated as cash flow from operating activities less cash flow related to investing activities. (6) Statutory Profit/(loss) is profit/(loss) after tax attributable to owners of the parent. (7) Underlying Profit is profit after tax before significant items attributable to owners of the parent. (8) Calculated as net debt divided by EBITDA of the preceding 12 months. Calculated as at 30 June. (9) Calculated as net debt divided by net debt and total equity. Figure represents Gearing at 30 June. (10) Calculated as EBIT to average total capital employed. (11) Reserves and Resources are as at 31 December 2018 for 2019, 31 December 2017 for 2018, 31 December 2016 for 2017, 31 December 2015 for 2016 and 31 December 2014 for 2015. Corporate Directory Investor Information Registered and Principal Office Newcrest Mining Limited Stock Exchange Listings Australian Securities Exchange (Ticker NCM) PNGX Markets Limited (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: brenda@online.net.pg 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 9522 5658 E: francesca.lee@newcrest.com.au claire.hannon@newcrest.com.au Investor Relations Chris Maitland Head of Investor Relations and Media 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 Tamara Brown Vice President Investor Relations and Corporate Development (Americas) Newcrest Mining Limited First Canadian Place 100 King Street West – Suite 5600 Toronto, ON, M5X 1C9 Canada T: +1 647 255 3139 E: tamara.brown@newcrest.com.au American Depositary Receipts (ADRS) BNY Mellon Shareowner Services PO Box 505000 Louisville, KY 40233-5000 USA T: + 1 888 BNY ADRS or +1888 269 2377 (toll free within the US) International Callers: +1 201 680 6825 E: shrrelations@cpushareownerservices.com www. mybnymdr.com 149 I Y R O T C E R D E T A R O P R O C COMPANY EVENTS Annual General Meeting 12 November 2019 at 10.30am The Pavilion 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. NEWCREST 2019 ANNUAL REPORT