8-K/AOther Events

NEWMONT Corp /DE/ 8-K/A Report (Apr 16, 2002)

Filed April 16, 2002For Securities:NEMNEMCL

Summary

This 8-K/A filing by Newmont Mining Corporation (Newmont) provides an amendment to its previously filed Current Report on Form 8-K. The primary purpose of this amendment is to include extensive pro forma financial information and associated exhibits related to Newmont's significant acquisitions of Franco-Nevada Mining Corporation Limited and Normandy Mining Limited. These pro forma statements present a combined financial picture as if both acquisitions had been completed by December 31, 2001, and offer insights into the potential financial scale and structure of the consolidated entity. Investors should note that the filing details the accounting treatment of these acquisitions under US GAAP, including the conversion of financial data from Canadian GAAP (for Franco-Nevada) and Australian GAAP (for Normandy) to US GAAP. The report highlights the significant adjustments made to harmonize accounting policies and present a unified financial view. It also provides preliminary purchase price allocations, with goodwill being a substantial component, and outlines expected annual synergies of approximately $70 million after tax, which are not reflected in the historical pro forma data.

Key Highlights

  • 1Amendment to a previous 8-K filing to include comprehensive pro forma financial information and exhibits related to the acquisitions of Franco-Nevada and Normandy.
  • 2Pro forma financial statements are presented as if both acquisitions were completed by December 31, 2001, offering a combined view of the company's potential financial position and performance.
  • 3Detailed reconciliation and adjustments are provided to convert Franco-Nevada's (Canadian GAAP) and Normandy's (Australian GAAP) financial statements to US GAAP.
  • 4The acquisition of Normandy was completed through an off-market bid for ordinary shares, with Newmont gaining control and exercising compulsory acquisition rights.
  • 5The acquisition of Franco-Nevada was completed pursuant to a Plan of Arrangement.
  • 6Preliminary purchase price allocations are presented, with a significant portion attributed to goodwill, reflecting the premium paid for the acquired businesses.
  • 7Expected annual synergies of approximately $70 million after tax are anticipated from the combined operations, though not reflected in the historical pro forma data.

Frequently Asked Questions

The main purpose of this amended 8-K filing is to provide investors with comprehensive pro forma financial information and related exhibits that reflect the combined financial statements of Newmont Mining Corporation following its acquisitions of Franco-Nevada Mining Corporation Limited and Normandy Mining Limited. This includes detailed adjustments and reconciliations to US GAAP.

The unaudited pro forma combined condensed financial information is presented as if the acquisitions of Normandy and Franco-Nevada had occurred as of December 31, 2001, for the balance sheet, and as if they had occurred on January 1, 2001, for the statement of operations for the year ended December 31, 2001.

No, the expected annual synergies of approximately $70 million after tax are not reflected as adjustments to the historical pro forma data. This figure represents an estimate of future savings that are not incorporated into the presented pro forma financial statements.

The acquisitions are accounted for using the purchase method of accounting for business combinations, as required by US GAAP. This involves recording the acquired assets and liabilities at their fair values at the acquisition date, with any excess purchase price over the fair value of identifiable net assets recognized as goodwill.