10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2009

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-31240

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	84-1611629
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
6363 South Fiddler’s Green Circle	80111
Greenwood Village, Colorado	(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (303) 863-7414

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12-b2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). o Yes þ No

There were 479,717,438 shares of common stock outstanding on July 15, 2009 (and 10,280,382 exchangeable shares).

TABLE OF CONTENTS

	Page
PART I
ITEM 1. FINANCIAL STATEMENTS		1
Consolidated Statements of Income		1
Consolidated Balance Sheets		2
Consolidated Statements of Cash Flows		3
Notes to Consolidated Financial Statements		4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION		47
Selected Financial and Operating Results		47
Consolidated Financial Results		47
Results of Consolidated Operations		52
Liquidity and Capital Resources		58
Environmental		61
Recently Adopted Pronouncements		61
Safe Harbor Statement		65
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		66
ITEM 4. CONTROLS AND PROCEDURES		69
PART II
ITEM 1. LEGAL PROCEEDINGS		70
ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES		70
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		70
ITEM 5. OTHER MATTERS		71
ITEM 6. EXHIBITS		71
SIGNATURES		S-1
EXHIBIT INDEX		E-1
Exhibit 3.1
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

i 

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in millions except per share)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Revenues
Sales — gold, net	$	1,373		$	1,320		$	2,748		$	2,813
Sales — copper, net		229			183			390			615
		1,602			1,503			3,138			3,428
Costs and expenses
Costs applicable to sales — gold (1)		635			645			1,289			1,277
Costs applicable to sales — copper (1)		61			104			146			254
Amortization		176			183			367			362
Accretion (Note 23)		8			8			17			16
Exploration		51			58			92			97
Advanced projects, research and development (Note 3)		42			39			73			69
General and administrative		40			37			79			66
Other expense, net (Note 4)		116			118			192			180
		1,129			1,192			2,255			2,321
Other income (expense)
Other income, net (Note 5)		9			19			18			34
Interest expense, net		(23	)		(35	)		(55	)		(63	)
		(14	)		(16	)		(37	)		(29	)
Income from continuing operations before income tax (expense) benefit and other items		459			295			846			1,078
Income tax (expense) benefit (Note 8)		(136	)		42			(241	)		(187	)
Equity loss of affiliates		(3	)		—			(8	)		(5	)
Income from continuing operations		320			337			597			886
(Loss) income from discontinued operations (Note 9)		(14	)		2			(14	)		10
Net income		306			339			583			896
Less: Net income attributable to noncontrolling interests (Note 10)		144			68			232			260
Net income attributable to Newmont stockholders	$	162		$	271		$	351		$	636
Net income attributable to Newmont stockholders:
Continuing operations	$	171		$	270		$	360		$	627
Discontinued operations		(9	)		1			(9	)		9
	$	162		$	271		$	351		$	636
Income per common share (Note 11)
Basic:
Continuing operations	$	0.35		$	0.60		$	0.75		$	1.38
Discontinued operations		(0.02	)		—			(0.02	)		0.02
	$	0.33		$	0.60		$	0.73		$	1.40
Diluted:
Continuing operations	$	0.35		$	0.59		$	0.75		$	1.37
Discontinued operations		(0.02	)		—			(0.02	)		0.02
	$	0.33		$	0.59		$	0.73		$	1.39
Basic weighted-average common shares outstanding		490			454			483			454
Diluted weighted-average common shares outstanding		491			456			484			457
Cash dividends declared per common share	$	0.10		$	0.10		$	0.20		$	0.20

⁽¹⁾ Exclusive of Amortization and Accretion.

The accompanying notes are an integral part of the consolidated financial statements.

1

NEWMONT MINING CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

	At June 30,		At December 31,
	2009		2008
ASSETS
Cash and cash equivalents	$	544	$	435
Marketable securities and other short-term investments (Note 17)		19		12
Trade receivables		229		104
Accounts receivable		283		214
Inventories (Note 18)		481		507
Stockpiles and ore on leach pads (Note 19)		318		290
Deferred income tax assets		188		284
Other current assets (Note 20)		395		455
Current assets		2,457		2,301
Property, plant and mine development, net		11,825		10,128
Investments (Note 17)		902		655
Stockpiles and ore on leach pads (Note 19)		1,326		1,136
Deferred income tax assets		1,126		1,039
Other long-term assets (Note 20)		218		207
Goodwill		188		188
Assets of operations held for sale (Note 9)		69		73
Total assets	$	18,111	$	15,727
LIABILITIES
Current portion of long-term debt (Note 21)	$	221	$	165
Accounts payable		310		411
Employee-related benefits		162		170
Income and mining taxes		90		61
Other current liabilities (Note 22)		1,071		770
Current liabilities		1,854		1,577
Long-term debt (Note 21)		2,810		3,072
Reclamation and remediation liabilities (Note 23)		721		699
Deferred income tax liabilities		1,237		1,051
Employee-related benefits		404		379
Other long-term liabilities (Note 22)		277		252
Liabilities of operations held for sale (Note 9)		54		36
Total liabilities		7,357		7,066
Commitments and contingencies (Note 27)
STOCKHOLDERS’ EQUITY
Common stock		768		709
Additional paid-in capital		8,052		6,831
Accumulated other comprehensive income (loss)		141		(253	)
Retained earnings		302		4
Total Newmont stockholders’ equity		9,263		7,291
Noncontrolling interests		1,491		1,370
Total stockholders’ equity (Note 13)		10,754		8,661
Total liabilities and stockholders’ equity	$	18,111	$	15,727

The accompanying notes are an integral part of the consolidated financial statements.

2

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)

	Six Months Ended
	June 30,
	2009			2008
Operating activities:
Net income	$	583		$	896
Adjustments:
Amortization		367			362
Loss (income) from discontinued operations (Note 9)		14			(10	)
Accretion of accumulated reclamation obligations (Note 23)		23			20
Deferred income taxes		(13	)		(208	)
Write-down of investments		6			56
Stock based compensation and other benefits		30			24
Other operating adjustments and write-downs		53			90
Net change in operating assets and liabilities (Note 24)		(177	)		(259	)
Net cash provided from continuing operations		886			971
Net cash provided from (used in) discontinued operations (Note 9)		8			(107	)
Net cash provided from operations		894			864
Investing activities:
Additions to property, plant and mine development		(910	)		(893	)
Investments in marketable debt and equity securities		—			(17	)
Proceeds from sale of marketable debt and equity securities		5			17
Acquisitions, net (Note 14)		(760	)		(325	)
Other		(7	)		(16	)
Net cash used in investing activities of continuing operations		(1,672	)		(1,234	)
Net cash used in investing activities of discontinued operations (Note 9)		—			(10	)
Net cash used in investing activities		(1,672	)		(1,244	)
Financing activities:
Proceeds from debt, net		1,494			1,023
Repayment of debt		(1,668	)		(625	)
Dividends paid to common stockholders		(98	)		(91	)
Dividends paid to noncontrolling interests		(112	)		(147	)
Proceeds from stock issuance, net		1,247			24
Change in restricted cash and other		5			7
Net cash provided from financing activities of continuing operations		868			191
Net cash used in financing activities of discontinued operations (Note 9)		(2	)		(2	)
Net cash provided from financing activities		866			189
Effect of exchange rate changes on cash		21			(4	)
Net change in cash and cash equivalents		109			(195	)
Cash and cash equivalents at beginning of period		435			1,231
Cash and cash equivalents at end of period	$	544		$	1,036

The accompanying notes are an integral part of the consolidated financial statements.

3

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 1 BASIS OF PRESENTATION

The interim Consolidated Financial Statements (“interim statements”) of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature except as discussed below. The Company has evaluated all subsequent events through July 22, 2009 (see Note 29). The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements included in its Annual Report on Form 10-K/A for the year ended December 31, 2008, filed June 8, 2009. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”).

Certain amounts for the three and six months ended June 30, 2008 and at December 31, 2008 have been revised. The Company retrospectively adopted FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”), which requires an allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component) (see Note 2). Additionally, the Company adopted FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which requires the noncontrolling interests to be classified as a separate component of net income and stockholders’ equity. The Company has also reclassified the historical balance sheet, income statement and the cash flow amounts for the Kori Kollo operation in Bolivia to discontinued operations in the Consolidated Balance Sheets, Consolidated Statements of Income and Cash Flows for all periods presented.

References to “A$” refer to Australian currency, “C$” to Canadian currency, “IDR” to Indonesian currency, “NZ$” to New Zealand currency and “$” to United States currency.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Subsequent Events

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 165 “Subsequent Events” (“FAS 165”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Company adopted the provisions of FAS 165 for the interim period ended June 30, 2009. The adoption of FAS 165 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Post-Retirement Benefit Plan

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Post-Retirement Benefit Plan Assets” (“FSP FAS 132(R)-1”), which amends FASB Statement No. 132 “Employers’ Disclosures about Pensions and Other Post-Retirement Benefits” (“FAS 132”), to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other post-retirement plan. The objective of FSP FAS 132(R)-1 is to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The Company adopted the provisions of FSP FAS 132(R)-1 on January 1, 2009. The provisions of this FSP are not required for earlier periods that are presented for comparative purposes.

4

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Equity Method Investment

In November 2008, the Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”), which clarifies the accounting for certain transactions and impairment considerations involving equity method investments. The intent of EITF 08-6 is to provide guidance on (i) determining the initial measurement of an equity method investment, (ii) recognizing other-than-temporary impairments of an equity method investment and (iii) accounting for an equity method investee’s issuance of shares. EITF 08-6 was effective for the Company’s fiscal year beginning January 1, 2009 and has been applied prospectively. The adoption of EITF 08-6 had no impact on the Company’s consolidated financial position or results of operations.

Equity-Linked Financial Instruments

In June 2008, the EITF reached consensus on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”). EITF 07-5 was effective for the Company’s fiscal year beginning January 1, 2009. The adoption of EITF 07-5 had no impact on the Company’s consolidated financial position or results of operations.

Accounting for Convertible Debt Instruments

In May 2008, the FASB issued FSP No. APB 14-1. FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FAS 133. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component is reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 requires retrospective application to all periods presented.

During July 2007, the Company completed an offering of $1,150 convertible senior notes due 2014 and 2017, each in the amount of $575. The 2014 notes, maturing on July 15, 2014, pay interest semi-annually at a rate of 1.25% per annum, and the 2017 notes, maturing on July 15, 2017, pay interest semi-annually at a rate of 1.625% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.21 per share of common stock (24,887,956 shares of common stock). In connection with the convertible senior notes offering, the Company entered into convertible note hedge transactions and warrant transactions (“Call Spread Transactions”). The Call Spread Transactions included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.21 was effectively increased to $60.27. As of June 30, 2009, the if-converted value did not exceed the principal amounts.

During February 2009, the Company completed an offering of $518 convertible senior notes due on February 15, 2012. The notes will pay interest semi-annually at a rate of 3.00% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.25 per share of common stock (11,189,189 shares of common stock). As of June 30, 2009, the if-converted value did not exceed the principal amount.

5

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The Company has recorded the following in the Consolidated Balance Sheets related to the convertible senior notes:

	At June 30, 2009									At December 31, 2008
	Convertible Senior Notes Due									Convertible Senior Notes Due
	2012			2014			2017			2012		2014			2017
Additional paid-in capital	$	46		$	97		$	123		$	—	$	97		$	123
Principal amount	$	518		$	575		$	575		$	—	$	575		$	575
Unamortized debt discount		(66	)		(117	)		(166	)		—		(127	)		(174	)
Net carrying amount	$	452		$	458		$	409		$	—	$	448		$	401

As a result of adopting FSP APB 14-1, the effective interest rates increased by approximately 5 percentage points to 8.5%, 6.0% and 6.25% for the 2012, 2014 and 2017 notes, respectively, for the non-cash amortization of the debt discount over the lives of the notes. Interest expense was increased by $8 which decreased the Company’s Income from continuing operations and Net income by $6 ($0.01 per share) for the three months ended June 30, 2008. Interest expense was increased by $16 which decreased the Company’s Income from continuing operations and Net income by $11 ($0.02 per share) for the six months ended June 30, 2008. Had FSP APB 14-1 been effective in 2008, the Company would have paid its fourth quarter 2008 dividends out of Additional paid-in capital rather than Retained earnings; therefore the Company made the reclassification in 2009. Cash flows from operations were not impacted by the adoption of FSP APB 14-1. The impact on the Company’s 2009 opening balance in Retained earnings was as follows:

	At December 31,
	2008
Balance before application of FSP APB 14-1	$	7
Impact of adoption of FSP APB 14-1		(31	)
Reclassification of dividends to Additional paid-in capital		28
Balance after application of FSP APB 14-1	$	4

Following adoption and the issuance of the 2012 convertible senior notes in February 2009, the Company will amortize $375 ($244 net of tax) of debt discount over the lives of the Company’s convertible senior notes. For the three months ended June 30, 2009, the Company recorded $8 and $15 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. For the six months ended June 30, 2009, the Company recorded $14 and $26 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. The remaining unamortized debt discount will be amortized over the remaining 3, 5 and 8 year periods of the 2012, 2014 and 2017 convertible senior notes, respectively.

Accounting for the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”). FSP FAS 142-3 was effective for the Company’s fiscal year beginning January 1, 2009 and has been applied prospectively to intangible assets acquired after the effective date. The adoption of FSP FAS 142-3 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Derivative Instruments

In March 2008, the FASB issued FASB Statement No. 161, “Disclosure about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”) which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under FAS 133, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows. The Company adopted the provisions of FAS 161 on January 1, 2009. The adoption of FAS 161 had no impact on the Company’s consolidated financial position, results of operations or cash flows. See Note 16 for the Company’s derivative instruments disclosure.

6

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Business Combinations

In December 2007, the FASB issued FAS 141(R) which replaces FAS 141, and provides new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. FAS 141(R) also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company adopted the provisions of FAS 141(R) on January 1, 2009 and applied them to the acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”), which amends and clarifies FAS 141(R). The intent of FSP FAS 141(R)-1 is to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of FSP FAS 141(R)-1 did not have any impact on the Company’s acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

Noncontrolling Interests

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which establishes accounting and reporting standards pertaining to (i) ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interest”), (ii) the amount of net income attributable to the parent and to the noncontrolling interest, (iii) changes in a parent’s ownership interest, and (iv) the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. For presentation and disclosure purposes, FAS 160 requires noncontrolling interests to be classified as a separate component of stockholders’ equity. The Company adopted the provisions of FAS 160 on January 1, 2009. Except for presentation changes, the adoption of FAS 160 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Fair Value Accounting

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The Company adopted the provisions of FAS 157 for assets and liabilities measured at fair value on a recurring basis on January 1, 2008. In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The Company adopted the provisions of FSP FAS 157-2 for the Company’s nonfinancial assets and liabilities measured at fair value on a nonrecurring basis on January 1, 2009. Refer to Note 15 for further details regarding the Company’s assets and liabilities measured at fair value.

In April 2009, the FASB issued Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly. In April 2009, the FASB issued Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), which: i) clarifies the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired, ii) provides guidance on the amount of an other-than-temporary impairment recognized in earnings and other comprehensive income and iii) expands the disclosures required for other-than-temporary impairments for debt and equity securities. Also in April 2009, the FASB issued Staff Position No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. Adoption of these Staff Positions is required for the Company’s interim reporting period beginning April 1, 2009 with early adoption permitted. The Company adopted the provisions of FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2, and FSP FAS 107-1 and APB 28-1 for the interim period ended March 31, 2009. Refer to Note 15 for further details regarding the Company’s assets and liabilities measured at fair value.

7

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Recently Issued Accounting Pronouncements

The Accounting Standards Codification

In June 2009, the FASB issued FASB Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“FAS 168” or “the Codification”). FAS 168 will become the source of authoritative U.S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. FAS 168 is effective for the Company’s interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of FAS 168 to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Variable Interest Entities

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”), which requires an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in a variable interest entity (“VIE”). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics: i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE. FAS 167 also amends FIN 46(R) to require ongoing reassessments of the primary beneficiary of a VIE. The provisions of FAS 167 are effective for the Company’s fiscal year beginning January 1, 2010. The Company currently accounts for Nusa Tenggara Partnership (“NTP”) as a VIE and is evaluating the potential impact of adopting this statement on the Company’s consolidated financial position, results of operations and cash flows.

NOTE 3 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Hope Bay	$	11	$	9	$	16	$	13
Boddington		10		1		13		2
Technical and project services		7		6		12		10
Nevada underground		3		—		8		—
Corporate		3		4		7		7
Fort a la Corne JV		—		6		1		13
Other		8		13		16		24
	$	42	$	39	$	73	$	69

8

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 4 OTHER EXPENSE, NET

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Boddington acquisition costs (Note 14)	$	59	$	—	$	67	$	—
Regional administration		14		12		26		21
Community development		11		18		21		32
Workforce reduction		1		—		15		—
Peruvian royalty		5		4		11		11
Western Australia power plant		6		8		9		13
Batu Hijau divestiture		1		2		6		5
World Gold Council dues		3		2		6		5
Accretion, non-operating (Note 23)		3		3		6		5
Pension settlement loss (Note 6)		—		—		—		11
Reclamation estimate revisions (Note 23)		—		59		—		61
Other		13		10		25		16
	$	116	$	118	$	192	$	180

NOTE 5 OTHER INCOME, NET

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Canadian Oil Sands Trust income	$	5		$	31		$	9		$	55
Interest income		6			7			9			17
Gain on sale of investments, net		—			10			—			10
Income from development projects, net		—			9			—			9
Foreign currency exchange gain (losses), net		1			(7	)		(2	)		(13	)
(Loss) gain on ineffective portion of derivative instruments, net (Note 16)		(3	)		(1	)		(4	)		2
Impairment of marketable securities (Note 17)		—			(34	)		(6	)		(56	)
Other		—			4			12			10
	$	9		$	19		$	18		$	34

NOTE 6 EMPLOYEE PENSION AND OTHER BENEFIT PLANS

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Pension benefit costs, net
Service cost	$	4		$	4		$	9		$	8
Interest cost		8			8			16			15
Expected return on plan assets		(7	)		(7	)		(14	)		(14	)
Amortization of prior service cost		1			—			1			—
Amortization of loss		4			1			7			2
	$	10		$	6		$	19		$	11

	Three Months Ended June 30,					Six Months Ended June 30,
	2009		2008			2009		2008
Other benefit costs, net
Service cost	$	—	$	1		$	1	$	1
Interest cost		2		1			3		2
Amortization of gain		—		(1	)		—		(1	)
	$	2	$	1		$	4	$	2

For the three months ended June 30, 2009 and 2008, no pension settlement losses were incurred. For the six months ended June 30, 2009 and 2008, pension settlement losses of $nil and $11, respectively, related to senior management retirements were incurred. These costs were recorded in Other expense, net (see Note 4).

9

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 7 STOCK BASED COMPENSATION

The Company recognized stock option and other stock based compensation as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Stock options	$	5	$	5	$	8	$	8
Restricted stock units		2		—		3		—
Deferred stock awards		5		3		8		5
Restricted stock awards		1		1		3		3
	$	13	$	9	$	22	$	16

For the three and six months ended June 30, 2009 and 2008, 1,157,825 and 1,112,463 stock options, respectively, were granted at the weighted-average exercise price of $40 and $44, respectively, per underlying share of the Company’s common stock. At June 30, 2009, there was $25 of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 2.4 years.

For the three months ended June 30, 2009 and 2008, 198,057 and 3,855 shares of restricted stock units, respectively, were granted at the weighted average fair market value of $40 and $49, respectively per underlying share of the Company’s common stock. For the six months ended June 30, 2009 and 2008, 490,273 and 8,927 shares of restricted stock units, respectively, were granted, at the weighted-average fair market value of $42 and $49, respectively, per underlying share of the Company’s common stock.

No deferred stock awards were granted during the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, 393,533 deferred stock awards were granted at the weighted-average fair market value of $44 per underlying share of the Company’s common stock.

No restricted stock awards were granted during the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, 6,743 and 114,663 shares of restricted stock, respectively, were granted and issued, at the weighted-average fair market value of $44 and $48, respectively, per underlying share of the Company’s common stock.

NOTE 8 INCOME TAXES

The Company operates in numerous countries around the world and accordingly it is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual agreements with the local government, and others are defined by the general corporate income tax laws of the country. The Company has historically filed, and continues to file, all required income tax returns and has paid the taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time, the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved. At June 30, 2009, the Company’s total unrecognized tax benefit was $173 for uncertain tax positions taken or expected to be taken on tax returns. Of this, $140 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate. Also included in the balance at June 30, 2009 are $6 of tax positions that, due to the impact of deferred tax accounting, the disallowance of which would not affect the annual effective tax rate.

As a result of (i) statute of limitations that will begin to expire within the next 12 months in various jurisdictions, and (ii) possible settlements of audit-related issues with taxing authorities in various jurisdictions, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease by approximately $13 to $37 in the next 12 months.

10

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 9 DISCONTINUED OPERATIONS

In June 2009, Newmont’s Board of Directors approved a plan to sell the Kori Kollo operation in Bolivia. Discontinued operations include the Company’s Kori Kollo operation and the royalty portfolio and Pajingo operations, both sold in December 2007.

The Company has reclassified the historical balance sheet amounts and the income statement results to Assets and Liabilities of operations held for sale on the Condensed Consolidated Balance Sheets and to (Loss) income from discontinued operations in the Consolidated Statements of Income for all periods presented. The Consolidated Statements of Cash Flows have been reclassified for assets held for sale and discontinued operations for all periods presented.

The following table details selected financial information included in the (Loss) income from discontinued operations in the consolidated statements of income:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Sales — gold, net	$	16		$	19		$	32		$	37
Income from operations	$	1		$	7		$	1		$	12
Loss on impairment		(44	)		—			(44	)		—
(Loss) gain on sale of royalty portfolio		—			(2	)		—			5
(Loss) gain on sale of Pajingo assets		—			(1	)		—			1
Pre-tax (loss) income		(43	)		4			(43	)		18
Income tax benefit (expense)		29			(2	)		29			(8	)
(Loss) income from discontinued operations	$	(14	)	$	2		$	(14	)	$	10

The major classes of Assets and Liabilities of operations held for sale in the Consolidated Balance Sheets are as follows:

	At June 30,		At December 31,
	2009		2008
Assets:
Cash	$	1	$	—
Accounts receivable		9		9
Inventories		8		12
Stockpiles and ore on leach pads		13		43
Property, plant and mine development		1		4
Deferred income tax assets		31		2
Other assets		6		3
Total assets of operations held for sale	$	69	$	73
Liabilities:
Current and long-term debt	$	2	$	4
Accounts payable		—		1
Employee-related benefits		9		8
Reclamation and remediation liabilities		17		17
Other liabilities		26		6
Total liabilities of operations held for sale	$	54	$	36

11

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The following table details selected financial information included in Net cash provided from (used in) discontinued operations, Net cash used in investing activities of discontinued operations and Net cash used in financing activities of discontinued operations:

	Six Months Ended June 30,
	2009			2008
Net cash provided from (used in) discontinued operations:
(Loss) income from discontinued operations	$	(14	)	$	10
Impairment of assets held for sale		44			—
Write-down of inventory		7			—
Amortization		3			4
Deferred income taxes		(29	)		(1	)
Other operating adjustments		1			1
Increase (decrease) in net operating liabilities		(4	)		(121	)
	$	8		$	(107	)
Net cash used in investing activities of discontinued operations:
Additions to property, plant and mine development	$	—		$	(4	)
Proceeds from asset sales, net		—			5
Royalty portfolio sale expenses		—			(11	)
	$	—		$	(10	)
Net cash used in financing activities of discontinued operations:
Repayment of debt	$	(2	)	$	(2	)
	$	(2	)	$	(2	)

NOTE 10 NONCONTROLLING INTERESTS

The following table summarizes the net income attributable to the interests of entities not controlled by the Company, but consolidated in the Company’s financial statements:

	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
Yanacocha	$	77		$	48	$	144		$	139
Batu Hijau		71			19		92			120
Other		(4	)		1		(4	)		1
	$	144		$	68	$	232		$	260

Newmont currently has a 45% ownership interest in Batu Hijau, held through NTP with an affiliate of Sumitomo Corporation of Japan (“Sumitomo”). Newmont has a 56.25% interest in NTP and the Sumitomo affiliate holds the remaining 43.75%. NTP in turn owns 80% of P.T. Newmont Nusa Tenggara (“PTNNT”), the Indonesian subsidiary that operates the Batu Hijau mine. Newmont identified NTP as a Variable Interest Entity as a result of certain capital structures and contractual relationships and has fully consolidated Batu Hijau in its consolidated financial statements since January 1, 2004. The remaining 20% interest in PTNNT is owned by P.T. Pukuafu Indah (“PTPI”), an unrelated Indonesian company. NTP’s interest in PTNNT is the subject of an international arbitration proceeding and a final award concerning PTNNT’s interest was issued by the arbitration panel on March 31, 2009. For further information concerning the arbitral award, see Note 27.

Newmont has a 51.35% ownership interest in Yanacocha with the remaining interests held by Compañia de Minas Buenaventura, S.A.A. (43.65%) and the International Finance Corporation (5%).

In April 2008, the Company purchased 15,960 additional shares of European Gold Refineries SA joint venture (“EGR”) for $11 in cash increasing its ownership interest to 56.67% from 46.72%. Swiss residents and Mitsubishi International Corporation hold the remaining 43.33%. The acquisition of the additional interest resulted in the consolidation of EGR. In November 2008, EGR repurchased 6.55% of its own shares from a minority shareholder bringing Newmont’s ownership to 60.64%. Prior to consolidation, the Company accounted for EGR using the equity method of accounting.

12

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 11 INCOME PER COMMON SHARE

Basic income per common share is computed by dividing income available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share is computed similarly to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.

	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
Numerator:
Net income attributable to Newmont stockholders
Continuing operations	$	171		$	270	$	360		$	627
Discontinued operations		(9	)		1		(9	)		9
	$	162		$	271	$	351		$	636
Denominator:
Basic		490			454		483			454
Effect of employee stock-based awards		1			2		1			3
Diluted		491			456		484			457
Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations	$	0.35		$	0.60	$	0.75		$	1.38
Discontinued operations		(0.02	)		—		(0.02	)		0.02
	$	0.33		$	0.60	$	0.73		$	1.40
Diluted:
Continuing operations	$	0.35		$	0.59	$	0.75		$	1.37
Discontinued operations		(0.02	)		—		(0.02	)		0.02
	$	0.33		$	0.59	$	0.73		$	1.39

In February 2009, the Company completed a public offering of 34,500,000 shares of common stock at $37 per share for net proceeds of $1,234.

Options to purchase 5.2 million and 1.1 million shares of common stock at average exercise prices of $46 and $55 were outstanding at June 30, 2009 and 2008, respectively, but were not included in the computation of diluted weighted average number of common shares because the exercise prices of the options exceeded the price of the common stock.

In July 2007 and February 2009, Newmont issued $1,150 and $518, respectively, of convertible notes that, if converted in the future, would have a potentially dilutive effect on the Company’s stock. Under the indenture for the convertible notes, upon conversion Newmont is required to settle the principal amount of the convertible notes in cash and may elect to settle the remaining conversion obligation (stock price in excess of the conversion price) in cash, shares or a combination thereof. The effect on diluted earnings per share is calculated under the net share settlement method in accordance with the FASB’s EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share.” Under the net share settlement method, the Company includes the amount of shares it would take to satisfy the conversion obligation, assuming that all of the convertible notes are surrendered. The average closing price of the Company’s common stock for each of the periods presented is used as the basis for determining dilution. The average price of the Company’s common stock for all periods presented did not exceed the conversion price of $46.25 and $46.21 for the notes issued in 2009 and 2007, respectively, and therefore, did not have a dilutive effect on earnings per share.

In connection with the 2007 convertible senior notes offering, the Company entered into Call Spread Transactions. These transactions included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.21 was effectively increased to $60.27. Should the warrant transactions become dilutive to the Company’s earnings per share (i.e. Newmont’s share price exceeds $60.27) the underlying shares will be included in the computation of diluted income per common share.

13

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 12 COMPREHENSIVE INCOME

	Three Months Ended June 30,					Six Months Ended June 30,
	2009		2008			2009		2008
Net income	$	306	$	339		$	583	$	896
Other comprehensive income (loss), net of tax:
Unrealized gain on marketable equity securities		99		369			192		404
Foreign currency translation adjustments		136		59			89		(17	)
Change in pension and other benefit liabilities:
Net amount reclassified to income		2		1			3		8
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations		105		34			86		51
Net amount reclassified to income		7		(5	)		24		(8	)
Net unrecognized gain on derivatives		112		29			110		43
		349		458			394		438
Comprehensive income	$	655	$	797		$	977	$	1,334
Comprehensive income attributable to:
Newmont stockholders	$	510	$	729		$	744	$	1,074
Noncontrolling interests		145		68			233		260
	$	655	$	797		$	977	$	1,334

14

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 13 CHANGES IN STOCKHOLDERS’ EQUITY

	Six Months Ended June 30,
	2009			2008
Common stock:
At beginning of period	$	709		$	696
Common stock offering		55			—
Stock based compensation		2			2
Shares issued in exchange for exchangeable shares		2			5
At end of period		768			703
Additional paid-in capital:
At beginning of period		6,831			6,916
Common stock offering		1,179			—
Convertible debt issuance		46			—
Common stock dividends		(45	)		(91	)
Stock based compensation		43			52
Shares issued in exchange for exchangeable shares		(2	)		(6	)
At end of period		8,052			6,871
Accumulated other comprehensive (loss) income:
At beginning of period		(253	)		957
Other comprehensive income (Note 12)		394			438
At end of period		141			1,395
Retained earnings:
At beginning of period		4			(809	)
Net income attributable to Newmont stockholders		351			636
Common stock dividends		(53	)		—
At end of period		302			(173	)
Noncontrolling interests:
At beginning of period		1,370			1,449
Net income attributable to noncontrolling interests		232			260
Dividends paid to noncontrolling interests		(112	)		(147	)
Other comprehensive income — minority		1			—
Acquisition of noncontrolling interest in Miramar Mining Corporation		—			(39	)
Acquisition of noncontrolling interest in EGR		—			24
At end of period		1,491			1,547
Total stockholders’equity	$	10,754		$	10,343

NOTE 14 ACQUISITIONS

On June 25, 2009, the Company completed the acquisition of the remaining 33.33% interest in Boddington from AngloGold Ashanti Australia Limited (“AngloGold”). The valuation date for the transaction is January 1, 2009, and closing adjustments were made to reflect Newmont’s economic ownership from that date. Consideration for the acquisition consists of $750 less an $8 closing adjustment paid in cash at closing, $240 payable in cash and/or Newmont common stock, at the Company’s option, in December 2009, and a contingent royalty capped at $100, equal to 50% of the average realized operating margin (Revenue less Costs applicable to sales on a by-product basis), if any, exceeding $600 per ounce, payable quarterly on one-third of gold sales from Boddington.

The following table summarizes the consideration to acquire the remaining interest in Boddington:

Cash	$	742
Cash and/or common shares		240
Contingent consideration (fair value)		62
	$	1,044

15

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The Company estimates that the value of the contingent consideration is approximately $62, and has recognized this amount as part of the purchase price at the acquisition date. Amounts are payable under the contingent royalty beginning in the second quarter of 2010. The range of undiscounted amounts the Company could pay is between $0 and $100. The fair value of the contingent royalty recognized was estimated by applying the income approach. See Note 15 for a description of the key inputs used in deriving fair value.

In connection with the acquisition, Newmont incurred transaction costs of $67 (shown in Other expense, net), including Australian stamp duties. $8 of these costs were paid during the first quarter of 2009. Additionally, in June 2009, Newmont paid $182 to reimburse AngloGold for its share of capital and other expenditures of the project from January 1, 2009 to June 25, 2009. The reimbursement of capital expenditures is included in Property, plant and mine development, net, and as Additions to property, plant and mine development on the cash flow statement.

The purchase price allocation based on the estimated fair values of assets acquired and liabilities assumed is as follows:

Assets:
Cash	$	1
Property, plant and mine development, net		1,073
Inventories and stockpiles		7
Deferred income tax asset		28
Other assets		11
	$	1,120
Liabilities:
Accrued liabilities	$	33
Reclamation liabilities		15
Deferred income tax liability		28
		76
Net assets acquired	$	1,044

In association with the acquisition of the remaining 33.33% interest in Boddington, on February 3, 2009, the Company completed a public offering of $518 convertible senior notes, including notes offered to cover over-allotments, maturing on February 15, 2012 for net proceeds of $504 after deducting the underwriters discount and expenses of the offering (see Note 21). Additionally, on February 3, 2009, the Company completed a public offering of 34,500,000 shares of common stock, including shares offered to cover over-allotments, at a price of $37 per share, for net proceeds of $1,234 after deducting the underwriters discount and expenses of the offering.

In the first quarter of 2009, La Herradura (of which Newmont owns 44%) purchased a mining property near its Mexico operation for cash consideration of $11 (Newmont’s 44% share).

The pro forma impact of all 2009 acquisitions on Net Income was not material.

In December 2007, the Company purchased approximately 70% of the common shares of Miramar Mining Corporation (“Miramar”), which, in addition to the shares previously owned, brought the Company’s interest in Miramar to approximately 78%. During the first quarter of 2008, the Company completed the acquisition of 100% of Miramar.

NOTE 15 FAIR VALUE ACCOUNTING

FAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

16

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. As required by FAS 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at June 30, 2009
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	64	$	64	$	—	$	—
Marketable equity securities		867		867		—		—
Corporate marketable debt securities		9		9		—		—
Other marketable debt securities:
Asset backed commercial paper		17		—		—		17
Auction rate securities		4		—		—		4
Trade receivable from provisional copper and gold concentrate sales, net		209		209		—		—
Derivative instruments, net		62		—		62		—
	$	1,232	$	1,149	$	62	$	21
Liabilities:
8 5/8% debentures (hedged portion)	$	96	$	—	$	96	$	—
Boddington contingent consideration		62		—		—		62
	$	158	$	—	$	96	$	62

The Company’s cash equivalent instruments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash instruments that are valued based on quoted market prices in active markets are primarily money market securities and U.S. Treasury securities.

The Company’s marketable equity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

The Company’s corporate marketable debt securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The Company’s other marketable debt securities include investments in asset backed commercial paper and auction rate securities. In January 2009, the investments in the Company’s asset backed commercial paper were restructured under court order. The restructuring allowed a return of a portion of the investment and interest distribution to be made to investors. The Company estimated the fair value of the asset backed commercial paper using a probability of return to each class of notes reflective of information reviewed regarding the separate classes of securities. The auction rate securities are traded in markets that are not active, trade infrequently and have little price transparency. The Company estimated the fair value of the auction rate securities based on weighted average risk calculations. The asset backed commercial paper and auction rate securities are classified within Level 3 of the fair value hierarchy.

The Company’s net trade receivable from provisional copper and gold concentrate sales is valued using quoted market prices based on the forward London Metal Exchange (“LME”) (copper) and the London Bullion Market Association P.M. fix (“London P.M. fix”) (gold) and, as such, is classified within Level 1 of the fair value hierarchy.

The Company’s derivative instruments are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. The Company’s derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

17

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The Company has fixed to floating swap contracts to hedge a portion of the interest rate risk exposure of its 8 5/8% uncollateralized debentures due May 2011. The hedged portion of the Company’s 8 5/8% debentures are valued using pricing models which require inputs, including risk-free interest rates and credit spreads. Because the inputs are derived from observable market data, the hedged portion of the 8 5/8% debentures is classified within Level 2 of the fair value hierarchy.

The Company has recorded a contingent consideration liability related to the acquisition of the remaining 33.33% interest in Boddington (Note 14). The value of the contingent consideration was determined using a valuation model which simulates future gold and copper prices and costs applicable to sales to estimate fair value. The contingent consideration liability is classified within Level 3 of the fair value hierarchy.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2009.

						Boddington
	Auction Rate		Asset Backed			Contingent
	Securities		Commercial Paper			Consideration		Total
Balance at beginning of period	$	4	$	23		$	—	$	27
Unrealized losses		—		(2	)		—		(2	)
Settlements		—		(4	)		—		(4	)
Transfers in		—		—			62		62
Balance at end of period	$	4	$	17		$	62	$	83

Unrealized losses of $2 for the period were included in Accumulated other comprehensive income (loss) as a result of changes in C$ exchange rates from December 31, 2008. As of June 30, 2009, the assets and liabilities classified within Level 3 of the fair value hierarchy represent 2% and 39% of the total assets and liabilities measured at fair value, respectively.

The following table sets forth the Company’s assets and liabilities measured at fair value on a nonrecurring basis within the fair value hierarchy:

	Fair Value at June 30, 2009								Total
	Total		Level 1		Level 2		Level 3		Losses
Long-lived assets held for sale (Note 9)	$	39	$	—	$	39	$	—	$	44

Long-lived assets held for sale with a carrying amount of $83 were written down to their fair value of $39, resulting in a loss of $44. The Company expects to realize an income tax benefit of $30 related to the sale of these assets.

NOTE 16 DERIVATIVE INSTRUMENTS

The Company is exposed to certain financial and market risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange risk, diesel price risk, and interest rate risk. In accordance with FAS 133, the Company designated currency fixed forward and option contracts as cash flow hedges, diesel forward contracts as cash flow hedges, and interest rate swap contracts as fair value hedges of a fixed-rate borrowing. All of the derivative instruments were transacted for risk management purposes and qualify as hedging instruments under FAS 133. The maximum period over which hedged forecasted transactions are expected to occur is three years.

18

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Cash Flow Hedges

Foreign Currency Contracts

Newmont entered into a series of foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in currency rates. Newmont entered into IDR/$ forward purchase contracts to hedge up to 80% of the Company’s IDR denominated operating expenditures which results in a blended IDR/$ rate realized each period. The hedges are forward purchase contracts with expiration dates ranging up to one year from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period IDR/$ rates. For the three months ended June 30, 2009 and 2008, the IDR/$ forward purchase contracts had no impact on Batu Hijau Costs applicable to sales. For the six months ended June 30, 2009 and 2008, the IDR/$ forward purchase contracts increased Batu Hijau Costs applicable to sales by $2 and reduced Batu Hijau Costs applicable to sales by $1, respectively. As of June 30, 2009, the Company has hedged 45% of its expected remaining 2009 IDR operating expenditures.

Newmont implemented a multi-year layered program to hedge up to 85% of the Company’s A$ denominated operating expenditures with forward contracts that have expiration dates ranging up to three years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ rates. Each month, fixed forward contracts are obtained to hedge 1/36^th of the forecasted monthly A$ operating cost exposure in the rolling three-year hedge period resulting in a blended $/A$ rate realized. For the three months ended June 30, 2009 and 2008, the A$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $9 and reduced Australia/New Zealand Costs applicable to sales by $4, respectively. For the six months ended June 30, 2009 and 2008, the A$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $25 and reduced Australia/New Zealand Costs applicable to sales by $5, respectively. As of June 30, 2009, the Company has hedged 77% of its expected remaining 2009 A$ operating expenditures, and 53%, 27% and 7% of its expected 2010, 2011 and 2012 A$ operating expenditures, respectively.

Newmont implemented a multi-year layered program to hedge up to 75% of the Company’s NZ$ denominated operating expenditures with forward contracts that have expiration dates ranging up to two years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/NZ$ rates. Each month, fixed forward contracts are obtained to hedge 1/24^th of the forecasted monthly NZ$ operating cost exposure in the rolling two-year hedge period resulting in a blended $/NZ$ rate realized. For the three months ended June 30, 2009 and 2008, the NZ$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $1 and $nil, respectively. For the six months ended June 30, 2009 and 2008, the NZ$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $3 and $nil, respectively. As of June 30, 2009, the Company has hedged 63% of its expected remaining 2009 NZ$ operating expenditures, and 32% and 7% of its expected 2010 and 2011 NZ$ operating expenditures, respectively.

Newmont implemented a program to hedge up to 95% of the Company’s A$ denominated capital expenditures related to the construction of Boddington. The program consists of a series of fixed forward contracts with expiration dates ranging up to one year from the date of issue. The realized gains and losses associated with the capital expenditure hedge program will impact Amortization during future periods in which the Boddington assets are placed into service. As of June 30, 2009, the Company has hedged 83% of its expected remaining A$ denominated Boddington capital expenditures.

All of the foreign currency contracts were designated as cash flow hedges, and as such, the effective portion of unrealized changes in market value have been recorded in Accumulated other comprehensive income (loss) and are recorded in earnings during the period in which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings.

19

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Newmont had the following foreign currency derivative contracts outstanding at June 30, 2009:

									Total/
	2009		2010		2011		2012		Average
IDR Forward Purchase Contracts:
$ (millions)	$	26	$	—	$	—	$	—	$	26
Average rate (IDR/$)		10,717		—		—		—		10,717
IDR notional (millions)		278,644		—		—		—		278,644
A$ Operating Forward Purchase Contracts:
$ (millions)	$	223	$	413	$	200	$	24	$	860
Average rate ($/A$)		0.77		0.75		0.70		0.68		0.74
A$ notional (millions)		290		550		284		36		1,160
NZ$ Operating Forward Purchase Contracts:
$ (millions)	$	20	$	19	$	1	$	—	$	40
Average rate ($/NZ$)		0.63		0.59		0.54		—		0.61
NZ$ notional (millions)		32		32		3		—		67
A$ Boddington Capital Forward Purchase Contracts:
$ (millions)	$	156	$	—	$	—	$	—	$	156
Average rate ($/A$)		0.79		—		—		—		0.79
A$ notional (millions)		197		—		—		—		197

Diesel Fixed Forward Contracts

Newmont implemented a program to hedge up to 66% of its operating cost exposure related to diesel prices of fuel consumed at its Nevada operations to reduce the variability in the diesel prices realized. The program consists of a series of financially settled fixed forward contracts with expiration dates of up to two years from the date of issue. For the three months ended June 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $4 and $nil, respectively. For the six months ended June 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $11 and $nil, respectively. The contracts have been designated as cash flow hedges of future diesel purchases, and as such, the effective portion of unrealized changes in the market value have been recorded in Accumulated other comprehensive income (loss) and are recorded in earnings during the period in which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings. As of June 30, 2009, the Company has hedged 56% of its expected remaining 2009 Nevada diesel expenditures, and 24% and 10% of its expected 2010 and 2011 Nevada diesel expenditures, respectively.

Newmont had the following diesel derivative contracts outstanding at June 30, 2009:

	Expected Maturity Date
							Total/
	2009		2010		2011		Average
Diesel Forward Purchase Contracts:
$(millions)	$	22	$	19	$	4	$	45
Average rate ($/gallon)		1.90		1.84		2.00		1.88
Diesel gallons (millions)		12		10		2		24

20

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Fair Value Hedges

Interest Rate Swap Contracts

At June 30, 2009, Newmont had $100 fixed to floating swap contracts designated as a hedge against a portion of its 8 5/8% debentures. The interest rate swap contracts were transacted to provide balance to the Company’s mix of fixed and floating rate debt. Under the hedge contract terms, the Company receives fixed-rate interest payments at 8.625% and pays floating-rate interest amounts based on periodic London Interbank Offered Rate (“LIBOR”) settings plus a spread, ranging from 2.60% to 3.49%. The interest rate swap contracts were designated as fair value hedges, and as such, changes in fair value have been recorded in income in each period, consistent with recording changes to the mark-to-market value of the underlying hedged liability in income. Changes in the mark-to-market value of the effective portion of the interest rate swap contracts are recognized as a component of Interest expense, net. The hedge contracts decreased Interest expense, net by $1 and $1 for the three months ended June 30, 2009 and 2008, respectively, and decreased Interest expense, net by $2 and $1 for the six months ended June 30, 2009 and 2008, respectively. For the three months ended June 30, 2009 and 2008, losses of $1 and $3, respectively, were included in Other income, net of the ineffective portion of derivative instruments designated as fair value hedges. For the six months ended June 30, 2009 and 2008, losses of $1 and $nil, respectively, were included in Other income, net of the ineffective portion of derivative instruments designated as fair value hedges.

Derivative Instrument Fair Values

Newmont had the following derivative instruments designated as hedges under FAS 133 with fair values at June 30, 2009 and December 31, 2008:

	Fair Values of Derivative Instruments
	At June 30, 2009
	Other		Other		Other		Other
	Current		Long-Term		Current		Long-Term
	Assets		Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
IDR operating forward purchase contracts	$	1	$	—	$	—	$	—
NZ$ operating forward contracts		2		1		1		—
A$ forward purchase contracts		26		28		2		2
Diesel forward contracts		3		1		2		—
Interest rate swap contracts		2		5		—		—
Total derivative instruments (Notes 20 and 22)	$	34	$	35	$	5	$	2

	Fair Values of Derivative Instruments
	At December 31, 2008
	Other		Other		Other		Other
	Current		Long-Term		Current		Long-Term
	Assets		Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
IDR operating forward purchase contracts	$	—	$	—	$	4	$	—
NZ$ operating forward contracts		—		—		5		1
A$ forward purchase contracts		3		1		87		42
A$ call option contracts		1		—		—		—
Diesel forward contracts		—		—		15		—
Interest rate swap contracts		2		7		—		—
Total derivative instruments (Notes 20 and 22)	$	6	$	8	$	111	$	43

21

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The following tables show the location and amount of (losses) gains reported in the Company’s Consolidated Financial Statements related to the Company’s cash flow and fair value hedges and the gains (losses) recorded for the hedged item related to the fair value hedges.

	Foreign Currency
	Exchange Contracts					Diesel Forward Contracts
	2009			2008		2009			2008
For the three months ended June 30,
Cash flow hedging relationships:
Gain recognized in other comprehensive income (effective portion)	$	142		$	48	$	7		$	2
(Loss) gain reclassified from Accumulated other comprehensive income into income (effective portion) (1)		(9	)		4		(4	)		—
	$	133		$	52	$	3		$	2
For the six months ended June 30,
Gain recognized in other comprehensive income (effective portion)	$	118		$	74	$	4		$	2
(Loss) gain reclassified from Accumulated other comprehensive income into income (effective portion) (1)		(30	)		6		(11	)		—
	$	88		$	80	$	(7	)	$	2

⁽¹⁾ The (loss) gain for the effective portion of cash flow hedges reclassified from Accumulated other comprehensive income (loss) is recorded in Costs applicable to sales.

The amount to be reclassified from Accumulated other comprehensive income (loss), net of tax to income for derivative instruments during the next 12 months is a gain of approximately $22.

	Interest Rate						8 5/8% Debentures
	Swap Contracts						(Hedged Portion)
	2009			2008			2009			2008
For the three months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	1		$	1		$	—		$	(1	)
(Loss) gain recognized in income (ineffective portion) (2)		(1	)		(3	)		(2	)		2
	$	—		$	(2	)	$	(2	)	$	1
For the six months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	2		$	1		$	(1	)	$	(1	)
(Loss) gain recognized in income (ineffective portion) (2)		(1	)		—			(3	)		2
	$	1		$	1		$	(4	)	$	1

(1)	The gain (loss) recognized for the effective portion of fair value hedges and the underlying hedged debt is included in Interest expense, net.
(2)	The ineffective portion recognized for fair value hedges and the underlying hedged debt is included in Other income, net.

Provisional Copper and Gold Sales

LME copper prices averaged $2.12 per pound during the three months ended June 30, 2009, compared with the Company’s recorded average provisional price of $2.11 per pound before mark-to-market gains and treatment and refining charges. LME copper prices averaged $1.84 per pound during the six months ended June 30, 2009, compared with the Company’s recorded average provisional price of $1.88 per pound before mark-to-market gains and treatment and refining charges. The applicable forward copper price at the end of the quarter was $2.25 per pound. During the three months ended June 30, 2009, increasing copper prices resulted in a provisional pricing mark-to-market gain of $35 ($0.33 per pound). During the six months ended June 30, 2009, changes in copper prices resulted in a provisional pricing mark-to-market gain of $64 ($0.32 per pound). At June 30, 2009, the Company had copper sales of 109 million pounds priced at an average of $2.25 per pound, subject to final pricing over the next several months.

22

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The average London P.M. fix was $922 per ounce during the three months ended June 30, 2009, compared with the Company’s recorded average provisional price of $920 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. fix was $915 per ounce during the six months ended June 30, 2009, compared with the Company’s recorded average provisional price of $923 per ounce before mark-to-market gains and treatment and refining charges. The applicable forward gold price at the end of the quarter was $927 per ounce. During the three months ended June 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $nil. During the six months ended June 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $1 ($nil per ounce). At June 30, 2009, the Company had gold sales of 71,000 ounces priced at an average of $927 per ounce, subject to final pricing over the next several months.

NOTE 17 INVESTMENTS

	At June 30, 2009
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities	$	9	$	10	$	—		$	19
Long-term:
Marketable Debt Securities:
Asset backed securities		27		—		(10	)		17
Auction rate securities	$	7	$	—	$	(3	)	$	4
Other		8		1		—			9
		42		1		(13	)		30
Marketable Equity Securities:
Canadian Oil Sands Trust		266		477		—			743
Gabriel Resources Ltd.		68		18		—			86
Shore Gold Inc.		4		3		—			7
Other		9		3		—			12
		347		501		—			848
Other investments, at cost		7		—		—			7
Investment in Affiliates:
AGR Matthey Joint Venture		17		—		—			17
	$	413	$	502	$	(13	)	$	902

	At December 31, 2008
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities	$	14	$	1	$	(3	)	$	12
Long-term:
Marketable Debt Securities:
Asset backed securities	$	25	$	—	$	(3	)	$	22
Auction rate securities		7		—		(2	)		5
		32		—		(5	)		27
Marketable Equity Securities:
Canadian Oil Sands Trust		251		283		—			534
Gabriel Resources Ltd.		64		—		—			64
Shore Gold Inc.		6		—		—			6
Other		8		—		(3	)		5
		329		283		(3	)		609
Other investments, at cost		7		—		—			7
Investment in Affiliates:
AGR Matthey Joint Venture		12		—		—			12
	$	380	$	283	$	(8	)	$	655

During the second quarter of 2009, the Company did not recognize any impairments for other-than temporary declines in value, resulting in total impairments for the first half of 2009 of $2 for Shore Gold Inc. and $4 for other marketable equity securities. During the second quarter of 2008, the Company recognized impairments for other-than temporary declines in value of $23 for Shore Gold Inc. and $11 for other marketable securities, resulting in total impairments of $32 for Shore Gold Inc., $13 for Gabriel Resources Ltd. and $11 for other marketable securities for the first half of 2008.

23

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The following tables present the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by length of time that the individual securities have been in a continuous unrealized loss position:

	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At June 30, 2009	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Asset backed securities	$	17	$	10	$	—	$	—	$	17	$	10
Auction rate securities		—		—		4		3		4		3
	$	17	$	10	$	4	$	3	$	21	$	13

	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At December 31, 2008	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Marketable equity securities	$	6	$	6	$	—	$	—	$	6	$	6
Asset backed securities		22		3		—		—		22		3
Auction rate securities		—		—		5		2		5		2
	$	28	$	9	$	5	$	2	$	33	$	11

The unrealized loss of $13 and $11 at June 30, 2009 and December 31, 2008, respectively, relate to the Company’s investments in marketable equity securities, auction rate securities and asset backed commercial paper as listed in the tables above. While the fair values of these investments are below their respective cost, the Company views these declines as temporary. Generally, the Company’s policy is to treat a decline in a marketable equity security’s quoted market value that has lasted continuously for more than six months as an other-than-temporary decline in value. The fair values of these marketable equity securities have not been continuously below cost for the past six months. The Company intends to hold its investment in auction rate securities and asset backed commercial paper until maturity or such time that the market recovers and therefore considers these losses temporary.

NOTE 18 INVENTORIES

	At June 30,		At December 31,
	2009		2008
In-process	$	69	$	53
Concentrate		13		54
Precious metals		22		20
Materials, supplies and other		377		380
	$	481	$	507

During the first half of 2009, the Company recorded write-downs of $4 to reduce the carrying value of material and supplies inventories to net realizable value, primarily related to Nevada. Inventory write-downs are classified as components of Costs applicable to sales.

NOTE 19 STOCKPILES AND ORE ON LEACH PADS

	At June 30,		At December 31,
	2009		2008
Current:
Stockpiles	$	148	$	117
Ore on leach pads		170		173
	$	318	$	290
Long-term:
Stockpiles	$	1,041	$	872
Ore on leach pads		285		264
	$	1,326	$	1,136

24

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 20 OTHER ASSETS

	At June 30,		At December 31,
	2009		2008
Other current assets:
Refinery metal inventory and receivable	$	234	$	168
Other prepaid assets		71		43
Derivative instruments (Note 16)		34		6
Notes receivable		10		8
Prepaid income and mining taxes		8		187
Other		38		43
	$	395	$	455
Other long-term assets:
Debt issuance costs	$	37	$	29
Derivative instruments (Note 16)		35		8
Restricted cash		28		33
Prepaid royalties		19		19
Corporate-owned life insurance		16		26
Other receivables		16		17
Prepaid maintenance costs		6		13
Other		61		62
	$	218	$	207

NOTE 21 DEBT

	At June 30, 2009				At December 31, 2008
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	24	$	164	$	24	$	188
8 5/8% debentures, net of discount (due 2011)		—		218		—		214
Corporate revolving credit facility (due 2012)		—		100		—		757
2012 convertible senior notes		—		452		—		—
2014 convertible senior notes		—		458		—		448
2017 convertible senior notes		—		409		—		401
5 7/8% notes, net of discount (due 2035)		—		597		—		597
PTNNT project financing facility		87		176		87		219
PTNNT shareholder loans		72		—		18		—
Yanacocha credit facility		14		55		14		62
Yanacocha bonds		—		100		—		100
Ahafo project facility		10		70		9		66
Other project financings and capital leases		14		11		13		20
	$	221	$	2,810	$	165	$	3,072

During the first quarter of 2009, the Company repaid all borrowings under its $2,000 revolving credit facility and completed a public offering of $518 convertible senior notes maturing on February 15, 2012 for net proceeds of $504. The notes will pay interest semi-annually at a rate of 3.0% per annum and the effective interest rate is 8.5%. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.25 per share of common stock. The portion of the proceeds related to the conversion feature has been recognized as additional paid-in capital.

The Company retrospectively applied FSP APB 14-1 to the 2014 and 2017 convertible senior notes (Note 2).

During the first quarter of 2009, PTNNT shareholders loaned an additional $124 to PTNNT. Total principal outstanding under the shareholder loans was $165 and $41 as of June 30, 2009 and December 31, 2008, respectively. At June 30, 2009 and December 31, 2008, 43.75% or approximately $72 and $18, respectively, were due to Nusa Tenggara Mining Corporation, an affiliate of Sumitomo Mining Corporation, an unrelated third party, and was non-recourse to Newmont, with the remainder payable to Newmont.

25

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

As discussed in Note 27, the Company has agreed to provide a joint and several guarantee for the payment of principal and interest amounts associated with the PTNNT project financing facility, which was non-recourse to Newmont at December 31, 2008.

During the second quarter of 2009, Newmont borrowed net proceeds of $100 under its $2,000 senior revolving credit facility.

Scheduled minimum debt repayments at June 30, 2009 are $134 for the remainder of 2009, $157 in 2010, $334 in 2011, $697 in 2012, $116 in 2013 and $1,593 thereafter.

NOTE 22 OTHER LIABILITIES

	At June 30,		At December 31,
	2009		2008
Other current liabilities:
Boddington acquisition costs (Note 14)	$	299	$	—
Refinery metal payable		234		168
Accrued capital expenditures		200		107
Accrued operating costs		129		137
Reclamation and remediation costs (Note 23)		55		58
Royalties		42		28
Interest		41		35
Peruvian royalty		11		18
Deferred income tax		7		8
Derivative instruments (Note 16)		5		111
Taxes other than income and mining		5		39
Other		43		61
	$	1,071	$	770
Other long-term liabilities:
Income and mining taxes	$	173	$	167
Boddington contingent consideration		62		—
Derivative instruments (Note 16)		2		43
Other		40		42
	$	277	$	252

NOTE 23 RECLAMATION AND REMEDIATION LIABILITIES (ASSET RETIREMENT OBLIGATIONS)

At June 30, 2009 and December 31, 2008, $619 and $594, respectively, were accrued for reclamation obligations relating to mineral properties in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations.” In addition, the Company is involved in several matters concerning environmental obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At June 30, 2009 and December 31, 2008, $157 and $163, respectively, were accrued for such obligations. These amounts are also included in Reclamation and remediation liabilities.

The following is a reconciliation of the liability for asset retirement obligations:

	Six Months Ended June 30,
	2009			2008
Balance at beginning of period	$	758		$	672
Additions, changes in estimates and other		2			59
Acquisition of liability		15			—
Liabilities settled		(22	)		(31	)
Accretion expense		23			20
Balance at end of period	$	776		$	720

The current portions of Reclamation and remediation liabilities of $55 and $58 at June 30, 2009 and December 31, 2008, respectively, are included in Other current liabilities.

26

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

The Company’s reclamation and remediation expenses consisted of:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Asset retirement cost amortization	$	7	$	5	$	14	$	11
Accretion — operating		8		8		17		16
Accretion — non-operating (Note 4)		3		3		6		5
Reclamation estimate revisions — non-operating (Note 4)		—		59		—		61
	$	18	$	75	$	37	$	93

NOTE 24 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

Net cash provided from operations attributable to the net change in operating assets and liabilities is composed of the following:

	Six Months Ended June 30,
	2009			2008
Decrease (increase) in operating assets:
Trade and accounts receivable	$	68		$	(30	)
Inventories, stockpiles and ore on leach pads		(155	)		(93	)
EGR refinery assets		(70	)		(13	)
Other assets		5			(17	)
(Decrease) increase in operating liabilities:
Accounts payable and other accrued liabilities		(73	)		(88	)
EGR refinery liabilities		70			13
Reclamation liabilities (Note 23)		(22	)		(31	)
	$	(177	)	$	(259	)

27

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 25 SEGMENT INFORMATION

The Company’s reportable segments are based upon the Company’s management organization structure that is focused on the geographic region for the company’s operations. Segment results for 2008 have been retrospectively revised to reflect an organizational change, effective in the first quarter of 2009, that (i) moved the results of the La Herradura operation in Mexico to North America from Other and (ii) combined the management of exploration and advanced projects activities under one executive and assigned the legacy exploration segment to the regional reportable segments. As a result of management’s decision to dispose of the Kori Kollo operation in Bolivia, Kori Kollo has been reclassified to discontinued operations.

Financial information relating to Newmont’s segments is as follows:

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
Three Months Ended June, 2009	Sales		Sales		Amortization		Exploration		Income
Nevada	$	372	$	228	$	53	$	13	$	70
Hope Bay		—		—		3		22		(23	)
La Herradura		29		12		3		1		11
Other North America		—		—		—		—		(1	)
North America		401		240		59		36		57
Yanacocha		489		173		44		6		244
Other South America		—		—		—		8		(7	)
South America		489		173		44		14		237
Boddington		—		—		—		12		(69	)
Other Australia/New Zealand		263		141		30		6		89
Batu Hijau:
Gold		98		24		6
Copper		229		61		16
Total Batu Hijau		327		85		22		—		204
Other Asia Pacific		—		—		—		3		(7	)
Asia Pacific		590		226		52		21		217
Africa		122		57		16		6		38
Corporate and Other		—		—		5		16		(90	)
Consolidated	$	1,602	$	696	$	176	$	93	$	459

28

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
Three Months Ended June 30, 2008	Sales		Sales		Amortization		Exploration		Income
Nevada	$	495	$	238	$	60	$	12	$	177
Hope Bay		—		—		—		16		(17	)
La Herradura		21		11		2		1		8
Other North America		—		—		—		8		(10	)
North America		516		249		62		37		158
Yanacocha		388		161		44		7		152
Other South America		—		—		—		10		(9	)
South America		388		161		44		17		143
Boddington		—		—		—		2		6
Other Australia/New Zealand		272		170		31		7		58
Batu Hijau:
Gold		36		19		3
Copper		183		104		20
Total Batu Hijau		219		123		23		—		54
Other Asia Pacific		—		—		1		4		(57	)
Asia Pacific		491		293		55		13		61
Africa		107		46		18		13		37
Corporate and Other		1		—		4		17		(104	)
Consolidated	$	1,503	$	749	$	183	$	97	$	295

29

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
Six Months Ended June 30, 2009	Sales		Sales		Amortization		Exploration		Income			Assets(1)		Expenditures(2)
Nevada	$	840	$	491	$	114	$	27	$	191		$	3,232	$	111
Hope Bay		—		—		6		36		(40	)		1,706		3
La Herradura		52		22		5		1		24			106		19
Other North America		—		—		—		1		(4	)		52		—
North America		892		513		125		65		171			5,096		133
Yanacocha		916		325		85		10		448			1,918		62
Other South America		—		—		—		14		(11	)		29		—
South America		916		325		85		24		437			1,947		62
Boddington		—		—		—		17		(76	)		3,490		684
Other Australia/New Zealand		532		286		62		12		166			837		47
Batu Hijau:
Gold		157		51		13
Copper		390		146		37
Total Batu Hijau		547		197		50		—		268			2,604		23
Other Asia Pacific		—		—		1		5		(15	)		142		1
Asia Pacific		1,079		483		113		34		343			7,073		755
Africa		251		114		34		12		84			1,167		24
Corporate and Other (1)		—		—		10		30		(189	)		2,828		8
Consolidated	$	3,138	$	1,435	$	367	$	165	$	846		$	18,111	$	982

(1)	Corporate and Other includes $69 of Assets held for sale (Note 9).
(2)	Accrual basis includes increase in accrued capital of $72. Consolidated capital expenditures on a cash basis are $910.

30

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
Six Months Ended June 30, 2008	Sales		Sales		Amortization		Exploration		Income			Assets(1)		Expenditures(2)
Nevada	$	986	$	453	$	110	$	22	$	386		$	3,220	$	140
Hope Bay		—		—		—		22		(22	)		1,877		30
La Herradura		45		18		4		2		21			84		12
Other North America		—		—		—		15		(18	)		203		—
North America		1,031		471		114		61		367			5,384		182
Yanacocha		887		329		88		13		414			2,132		81
Other South America		—		—		—		17		(16	)		17		—
South America		887		329		88		30		398			2,149		81
Boddington		—		—		—		5		(1	)		1,371		392
Other Australia/New Zealand		542		326		56		12		137			845		64
Batu Hijau:
Gold		148		56		11
Copper		615		254		51
Total Batu Hijau		763		310		62		—		358			2,337		54
Other Asia Pacific		—		—		2		7		(63	)		184		—
Asia Pacific		1,305		636		120		24		431			4,737		510
Africa		204		95		31		21		61			1,146		61
Corporate and Other (1)		1		—		9		30		(179	)		3,709		6
Consolidated	$	3,428	$	1,531	$	362	$	166	$	1,078		$	17,125	$	840

(1)	Corporate and Other includes $100 of Assets held for sale.
(2)	Accrual basis includes decrease in accrued capital of $53. Consolidated capital expenditures on a cash basis are $893.

	At June 30,		At December 31,
	2009		2008
Goodwill:
Other Australia/New Zealand	$	188	$	188

31

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 26 CONSOLIDATING FINANCIAL STATEMENTS

Newmont USA, a 100% owned subsidiary of Newmont Mining Corporation, has fully and unconditionally guaranteed the 5 7/8% publicly traded notes. The following consolidating financial statements are provided for Newmont USA, as guarantor, and for Newmont Mining Corporation, as issuer, as an alternative to providing separate financial statements for the guarantor. The accounts of Newmont Mining Corporation are presented using the equity method of accounting for investments in subsidiaries.

	Three Months Ended June 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	988		$	385		$	—		$	1,373
Sales — copper, net		—			229			—			—			229
		—			1,217			385			—			1,602
Costs and expenses
Costs applicable to sales — gold (1)		—			438			203			(6	)		635
Costs applicable to sales — copper (1)		—			61			—			—			61
Amortization		—			125			51			—			176
Accretion		—			6			2			—			8
Exploration		—			26			25			—			51
Advanced projects, research and development		—			17			26			(1	)		42
General and administrative		—			33			—			7			40
Other		8			28			80			—			116
		8			734			387			—			1,129
Other income (expense)
Other income, net		(6	)		(6	)		21			—			9
Interest income — intercompany		28			2			1			(31	)		—
Interest expense — intercompany		(3	)		—			(28	)		31			—
Interest expense, net		(9	)		(12	)		(2	)		—			(23	)
		10			(16	)		(8	)		—			(14	)
Income (loss) from continuing operations before income tax expense and other items		2			467			(10	)		—			459
Income tax expense		(3	)		(160	)		27			—			(136	)
Equity income (loss) of affiliates		177			2			28			(210	)		(3	)
Income (loss) from continuing operations		176			309			45			(210	)		320
Income (loss) from discontinued operations		(14	)		(14	)		—			14			(14	)
Net income (loss)		162			295			45			(196	)		306
Less: Net income (loss) attributable to noncontrolling interests		—			144			15			(15	)		144
Net income (loss) attributable to Newmont stockholders	$	162		$	151		$	30		$	(181	)	$	162

⁽¹⁾ Exclusive of Amortization and Accretion.

32

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	Three Months Ended June 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	941		$	379		$	—		$	1,320
Sales — copper, net		—			183			—			—			183
		—			1,124			379			—			1,503
Costs and expenses
Costs applicable to sales — gold (1)		—			429			222			(6	)		645
Costs applicable to sales — copper (1)		—			104			—			—			104
Amortization		—			135			49			(1	)		183
Accretion		—			6			2			—			8
Exploration		—			33			25			—			58
Advanced projects, research and development		—			13			26			—			39
General and administrative		—			30			1			6			37
Other		—			63			54			1			118
		—			813			379			—			1,192
Other income (expense)
Other income, net		4			5			10			—			19
Interest income — intercompany		76			3			—			(79	)		—
Interest expense — intercompany		(2	)		—			(77	)		79			—
Interest expense, net		(18	)		(15	)		(2	)		—			(35	)
		60			(7	)		(69	)		—			(16	)
Income (loss) from continuing operations before income tax expense and other items		60			304			(69	)		—			295
Income tax (expense) benefit		(46	)		70			18			—			42
Equity income (loss) of affiliates		255			—			33			(288	)		—
Income (loss) from continuing operations		269			374			(18	)		(288	)		337
Income (loss) from discontinued operations		2			4			(1	)		(3	)		2
Net income (loss)		271			378			(19	)		(291	)		339
Less: Net income (loss) attributable to noncontrolling interests		—			75			(7	)		—			68
Net income (loss) attributable to Newmont stockholders	$	271		$	303		$	(12	)	$	(291	)	$	271

⁽¹⁾ Exclusive of Amortization and Accretion.

33

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	Six Months Ended June 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	1,965		$	783		$	—		$	2,748
Sales — copper, net		—			390			—			—			390
		—			2,355			783			—			3,138
Costs and expenses
Costs applicable to sales — gold (1)		—			890			411			(12	)		1,289
Costs applicable to sales — copper (1)		—			146			—			—			146
Amortization		—			262			105			—			367
Accretion		—			13			4			—			17
Exploration		—			48			44			—			92
Advanced projects, research and development		—			35			40			(2	)		73
General and administrative		—			63			2			14			79
Other		8			88			96			—			192
		8			1,545			702			—			2,255
Other income (expense)
Other income, net		(10	)		—			28			—			18
Interest income — intercompany		60			4			1			(65	)		—
Interest expense — intercompany		(5	)		—			(60	)		65			—
Interest expense, net		(27	)		(25	)		(3	)		—			(55	)
		18			(21	)		(34	)		—			(37	)
Income (loss) from continuing operations before income tax expense and other items		10			789			47			—			846
Income tax expense		(13	)		(243	)		15			—			(241	)
Equity income (loss) of affiliates		368			3			54			(433	)		(8	)
Income (loss) from continuing operations		365			549			116			(433	)		597
Income (loss) from discontinued operations		(14	)		(14	)		—			14			(14	)
Net income (loss)		351			535			116			(419	)		583
Less: Net income (loss) attributable to noncontrolling interests		—			234			28			(30	)		232
Net income (loss) attributable to Newmont stockholders	$	351		$	301		$	88		$	(389	)	$	351

⁽¹⁾ Exclusive of Amortization and Accretion.

34

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	Six Months Ended June 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	2,067		$	746		$	—		$	2,813
Sales — copper, net		—			615			—			—			615
		—			2,682			746			—			3,428
Costs and expenses
Costs applicable to sales — gold (1)		—			857			430			(10	)		1,277
Costs applicable to sales — copper (1)		—			254			—			—			254
Amortization		—			274			89			(1	)		362
Accretion		—			12			4			—			16
Exploration		—			59			38			—			97
Advanced projects, research and development		—			24			45			—			69
General and administrative		—			53			2			11			66
Other		—			114			66			—			180
		—			1,647			674			—			2,321
Other income (expense)
Other income, net		(9	)		53			(10	)		—			34
Interest income — intercompany		145			20			—			(165	)		—
Interest expense — intercompany		(4	)		—			(161	)		165			—
Interest expense, net		(36	)		(22	)		(5	)		—			(63	)
		96			51			(176	)		—			(29	)
Income (loss) from continuing operations before income tax expense and other items		96			1,086			(104	)		—			1,078
Income tax (expense) benefit		(64	)		(157	)		34			—			(187	)
Equity income (loss) of affiliates		594			1			72			(672	)		(5	)
Income (loss) from continuing operations		626			930			2			(672	)		886
Income (loss) from discontinued operations		10			7			3			(10	)		10
Net income (loss)		636			937			5			(682	)		896
Less: Net income (loss) attributable to noncontrolling interests		—			271			(8	)		(3	)		260
Net income (loss) attributable to Newmont stockholders	$	636		$	666		$	13		$	(679	)	$	636

⁽¹⁾ Exclusive of Amortization and Accretion.

35

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	At June 30, 2009
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Consolidating Balance Sheets	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	385		$	159		$	—		$	544
Marketable securities and other short-term investments		—		1			18			—			19
Trade receivables		—		211			18			—			229
Accounts receivable		2,262		1,120			346			(3,445	)		283
Inventories		—		346			135			—			481
Stockpiles and ore on leach pads		—		241			77			—			318
Deferred income tax assets		—		154			34			—			188
Other current assets		1		91			303			—			395
Current assets		2,263		2,549			1,090			(3,445	)		2,457
Property, plant and mine development, net		—		5,256			6,587			(18	)		11,825
Investments		—		23			879			—			902
Investments in subsidiaries		8,091		31			921			(9,043	)		—
Long-term stockpiles and ore on leach pads		—		1,206			120			—			1,326
Deferred income tax assets		43		866			217			—			1,126
Other long-term assets		1,802		294			197			(2,075	)		218
Goodwill		—		—			188			—			188
Assets of operations held for sale		—		69			—			—			69
Total assets	$	12,199	$	10,294		$	10,199		$	(14,581	)	$	18,111
Liabilities
Current portion of long-term debt	$	—	$	211		$	10		$	—		$	221
Accounts payable		656		430			2,661			(3,437	)		310
Employee related benefits		—		126			36			—			162
Income and mining taxes		9		77			4			—			90
Other current liabilities		23		211			2,808			(1,971	)		1,071
Current liabilities		688		1,055			5,519			(5,408	)		1,854
Long-term debt		2,016		724			70			—			2,810
Reclamation and remediation liabilities		1		507			213			—			721
Deferred income tax liabilities		119		359			759			—			1,237
Employee-related benefits		4		352			48			—			404
Other long-term liabilities		310		186			1,874			(2,093	)		277
Liabilities of operations held for sale		—		54			—			—			54
Total liabilities		3,138		3,237			8,483			(7,501	)		7,357
Stockholders’ equity
Preferred stock		—		—			61			(61	)		—
Common stock		768		—			—			—			768
Additional paid-in capital		7,850		2,649			3,400			(5,847	)		8,052
Accumulated other comprehensive (loss) income		141		(153	)		285			(132	)		141
Retained earnings (deficit)		302		3,009			(2,293	)		(716	)		302
Total Newmont stockholders’ equity		9,061		5,505			1,453			(6,756	)		9,263
Noncontrolling interests		—		1,552			263			(324	)		1,491
Total stockholders’ equity		9,061		7,057			1,716			(7,080	)		10,754
Total liabilities and stockholders’ equity	$	12,199	$	10,294		$	10,199		$	(14,581	)	$	18,111

36

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	At December 31, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Balance Sheets	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	310		$	125		$	—		$	435
Marketable securities and other short-term investments		—			1			11			—			12
Trade receivables		—			97			7			—			104
Accounts receivable		1,941			904			370			(3,001	)		214
Inventories		—			395			112			—			507
Stockpiles and ore on leach pads		—			242			48			—			290
Deferred income tax assets		—			236			48			—			284
Other current assets		1			220			234			—			455
Current assets		1,942			2,405			955			(3,001	)		2,301
Property, plant and mine development, net		—			5,325			4,822			(19	)		10,128
Investments		—			11			644			—			655
Investments in subsidiaries		6,247			25			828			(7,100	)		—
Long-term stockpiles and ore on leach pads		—			1,031			105			—			1,136
Deferred income tax assets		(45	)		873			211			—			1,039
Other long-term assets		1,977			320			153			(2,243	)		207
Goodwill		—			—			188			—			188
Assets of operations held for sale		—			73			—			—			73
Total assets	$	10,121		$	10,063		$	7,906		$	(12,363	)	$	15,727
Liabilities
Current portion of long-term debt	$	—		$	156		$	9		$	—		$	165
Accounts payable		524			586			2,292			(2,991	)		411
Employee-related benefits		—			139			31			—			170
Income and mining taxes		21			39			1			—			61
Other current liabilities		15			303			461			(9	)		770
Current liabilities		560			1,223			2,794			(3,000	)		1,577
Long-term debt		2,203			802			67			—			3,072
Reclamation and remediation liabilities		1			502			196			—			699
Deferred income tax liabilities		—			364			687			—			1,051
Employee-related benefits		3			341			35			—			379
Other long-term liabilities		283			182			2,049			(2,262	)		252
Liabilities of operations held for sale		—			36			—			—			36
Total liabilities		3,050			3,450			5,828			(5,262	)		7,066
Stockholders’ equity
Preferred stock		—			—			61			(61	)		—
Common stock		709			—			—			—			709
Additional paid-in capital		6,611			2,647			4,334			(6,761	)		6,831
Accumulated other comprehensive (loss) income		(253	)		(173	)		(138	)		311			(253	)
Retained earnings (deficit)		4			2,707			(2,381	)		(326	)		4
Total Newmont stockholders’ equity		7,071			5,181			1,876			(6,837	)		7,291
Noncontrolling interests		—			1,432			202			(264	)		1,370
Total stockholders’ equity		7,071			6,613			2,078			(7,101	)		8,661
Total liabilities and stockholders’ equity	$	10,121		$	10,063		$	7,906		$	(12,363	)	$	15,727

37

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	Six Months Ended June 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	351		$	535		$	116		$	(419	)	$	583
Adjustments		49			343			(331	)		419			480
Net change in operating assets and liabilities		1			(220	)		42			—			(177	)
Net cash provided from (used in) continuing operations		401			658			(173	)		—			886
Net cash provided from discontinued operations		—			8			—			—			8
Net cash provided from (used in) operations		401			666			(173	)		—			894
Investing activities:
Additions to property, plant and mine development		—			(234	)		(676	)		—			(910	)
Proceeds from sale of marketable debt and equity securities		—			—			5			—			5
Acquisitions, net		(8	)		(11	)		(741	)		—			(760	)
Other		—			1			(8	)		—			(7	)
Net cash used in investing activities		(8	)		(244	)		(1,420	)		—			(1,672	)
Financing activities:
Net external (repayments) borrowings		(154	)		(26	)		6			—			(174	)
Net intercompany (repayments) borrowings		(1,381	)		(207	)		1,588			—			—
Dividends paid to common stockholders		(98	)		—			—			—			(98	)
Dividends paid to noncontrolling interests in subsidiaries		—			(112	)		—			—			(112	)
Proceeds from stock issuance		1,247			—			—			—			1,247
Change in restricted cash and other		(7	)		—			12			—			5
Net cash (used in) provided from financing activities of continuing operations		(393	)		(345	)		1,606			—			868
Net cash used in financing activities of discontinued operations		—			(2	)		—			—			(2	)
Net cash (used in) provided from financing activities		(393	)		(347	)		1,606			—			866
Effect of exchange rate changes on cash		—			—			21			—			21
Net change in cash and cash equivalents		—			75			34			—			109
Cash and cash equivalents at beginning of period		—			310			125			—			435
Cash and cash equivalents at end of period	$	—		$	385		$	159		$	—		$	544

38

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

	Six Months Ended June 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Consolidating Statement of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	636		$	937		$	5		$	(682	)	$	896
Adjustments		47			86			(481	)		682			334
Net change in operating assets and liabilities		41			(289	)		(11	)		—			(259	)
Net cash provided from (used in) continuing operations		724			734			(487	)		—			971
Net cash (used in) provided from discontinued operations		—			(125	)		18			—			(107	)
Net cash provided from (used in) operations		724			609			(469	)		—			864
Investing activities:
Additions to property, plant and mine development		—			(326	)		(567	)		—			(893	)
Acquisitions, net		—			(7	)		(318	)		—			(325	)
Other		—			(15	)		(1	)		—			(16	)
Net cash used in investing activities of continuing operations		—			(348	)		(886	)		—			(1,234	)
Net cash (used in) provided from investing activities of discontinued operations		—			(14	)		4			—			(10	)
Net cash used in investing activities		—			(362	)		(882	)		—			(1,244	)
Financing activities:
Net external borrowings (repayments)		475			(77	)		—			—			398
Net intercompany (repayments) borrowings		(1,132	)		(50	)		1,182			—			—
Dividends paid to common stockholders		(91	)		—			—			—			(91	)
Dividends paid to noncontrolling interests in subsidiaries		—			(147	)		—			—			(147	)
Proceeds from stock issuance		24			—			—			—			24
Change in restricted cash and other		—			3			4			—			7
Net cash (used in) provided from financing activities of continuing operations		(724	)		(271	)		1,186			—			191
Net cash used in financing activities of discontinued operations		—			(2	)		—			—			(2	)
Net cash (used in) provided from financing activities		(724	)		(273	)		1,186			—			189
Effect of exchange rate changes on cash		—			—			(4	)		—			(4	)
Net change in cash and cash equivalents		—			(26	)		(169	)		—			(195	)
Cash and cash equivalents at beginning of period		—			790			441			—			1,231
Cash and cash equivalents at end of period	$	—		$	764		$	272		$	—		$	1,036

39

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

NOTE 27 COMMITMENTS AND CONTINGENCIES

General

The Company follows FASB Statement No. 5, “Accounting for Contingencies,” in determining its accruals and disclosures with respect to loss contingencies other than tax contingencies provided for in accordance with FIN 48 (see Note 8). Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable (greater than a 75% probability) that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Operating Segments

The Company’s operating segments are identified in Note 25. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described in this Note 27 relate to the Corporate and Other reportable segment. The Nevada Operations matters under Newmont USA Limited relate to the North America reportable segment. The PT Newmont Minahasa Raya matters relate to the Asia Pacific reportable segment. The Yanacocha matters relate to the South America reportable segment. The Newmont Yandal Operations Pty Limited matter relates to the Asia Pacific reportable segment. The PTNNT matters relate to the Asia Pacific reportable segment.

Environmental Matters

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect the public health and environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Estimated future reclamation costs are based principally on legal and regulatory requirements. At June 30, 2009 and December 31, 2008, $619 and $594, respectively, were accrued for reclamation costs relating to mineral properties in accordance with FASB Statement No. 143, “Accounting for Asset Retirement Obligations.” The current portions of $55 and $58 at June 30, 2009 and December 31, 2008, respectively, are included in Other current liabilities.

In addition, the Company is involved in several matters concerning environmental obligations associated with former mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. The Company believes that the related environmental obligations associated with these sites are similar in nature with respect to the development of remediation plans, their risk profile and the compliance required to meet general environmental standards. Based upon the Company’s best estimate of its liability for these matters, $157 and $163 were accrued for such obligations at June 30, 2009 and December 31, 2008, respectively. These amounts are included in Other current liabilities and Reclamation and remediation liabilities. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible that the liability for these matters could be as much as 131% greater or 8% lower than the amount accrued at June 30, 2009. The amounts accrued for these matters are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Other expense, net in the period estimates are revised.

Details about certain of the more significant matters involved are discussed below.

Dawn Mining Company LLC (“Dawn”) — 51% Newmont Owned

Midnite Mine Site. Dawn previously leased an open pit uranium mine, currently inactive, on the Spokane Indian Reservation in the State of Washington. The mine site is subject to regulation by agencies of the U.S. Department of Interior (the Bureau of Indian Affairs and the Bureau of Land Management), as well as the United States Environmental Protection Agency (“EPA”).

40

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

In 1991, Dawn’s mining lease at the mine was terminated. As a result, Dawn was required to file a formal mine closure and reclamation plan. The Department of Interior commenced an analysis of Dawn’s proposed plan and alternate closure and reclamation plans for the mine. Work on this analysis has been suspended indefinitely. In mid-2000, the mine was included on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). In March 2003, the EPA notified Dawn and Newmont that it had thus far expended $12 on the Remedial Investigation/Feasibility Study (“RI/FS”) under CERCLA. In October 2005, the EPA issued the RI/FS on this property in which it indicated a preferred remedy estimated to cost approximately $150. Newmont and Dawn filed comments on the RI/FS with the EPA in January 2006. On October 3, 2006, the EPA issued a final Record of Decision in which it formally selected the preferred remedy identified in the RI/FS.

On January 28, 2005, the EPA filed a lawsuit against Dawn and Newmont under CERCLA in the U.S. District Court for the Eastern District of Washington. The EPA has asserted that Dawn and Newmont are liable for reclamation or remediation work and costs at the mine. Dawn does not have sufficient funds to pay for the reclamation plan it proposed or for any alternate plan, or for any additional remediation work or costs at the mine.

On July 14, 2008, after a bench trial, the Court held Newmont liable under CERCLA as an “operator” of the Midnite Mine. The Court previously ruled on summary judgment that both the U.S. Government and Dawn were liable under CERCLA. On October 17, 2008 the Court issued its written decision in the bench trial. The Court found Dawn and Newmont jointly and severally liable under CERCLA for past and future response costs, and ruled that each of Dawn and Newmont are responsible to pay one-third of such costs. The Court also found the U.S. Government liable on Dawn’s and Newmont’s contribution claim, and ruled that the U.S. Government is responsible to pay one-third of all past and future response costs. In November 2008, all parties appealed the Court’s ruling. Also in November 2008, the EPA issued an Administrative Order pursuant to Section 106 of CERCLA ordering Dawn and Newmont to conduct water treatment, testing and other preliminary remedial actions. Newmont has initiated those preliminary remedial actions. However, the issue of whether the EPA’s current preferred remedy is consistent with the National Contingency Plan has not yet come before the Court.

Newmont intends to continue to vigorously defend this matter and cannot reasonably predict the outcome of this lawsuit or the likelihood of any other action against Dawn or Newmont arising from this matter.

Dawn Mill Site. Dawn also owns a uranium mill site facility, located on private land near Ford, Washington, which is subject to state and federal regulation. In late 1999, Dawn sought and later received approval from the State of Washington for a revised closure plan that expedites the reclamation process at the site. The currently approved plan for the site is guaranteed by Newmont.

Newmont Capital Limited (“Newmont Capital”) — 100% Newmont Owned

In February 1999, the EPA placed the Lava Cap mine site in Nevada County, California on the National Priorities List under CERCLA. The EPA then initiated a RI/FS under CERCLA to determine environmental conditions and remediation options at the site.

Newmont Capital, formerly known as Franco-Nevada Mining Corporation, Inc., owned the property for approximately three years from 1984 to 1986 but never mined or conducted exploration at the site. The EPA asserts that Newmont Capital is responsible for clean up costs incurred at the site. Newmont Capital and the EPA entered into a consent decree to settle all aspects of this matter except future potential Natural Resource Damage claims. In February 2009, the U.S. District Court for the Northern District of California approved the consent decree and the settlement was completed.

Newmont USA Limited — 100% Newmont Owned

Pinal Creek. Newmont is a defendant in a lawsuit brought on November 5, 1991 in U.S. District Court in Arizona by the Pinal Creek Group, alleging that Newmont and others are responsible for some portion of costs incurred to address groundwater contamination emanating from copper mining operations located in the area of Globe and Miami, Arizona. Two former subsidiaries of Newmont, Pinto Valley Copper Corporation and Magma Copper Company (now known as BHP Copper Inc.) owned some of the mines in the area between 1983 and 1987. The court has dismissed plaintiffs’ claims seeking to hold Newmont liable for the acts or omissions of its former subsidiaries. Newmont believes it has strong defenses to plaintiffs’ remaining claims, including, without limitation that Newmont’s agents did not participate in any pollution causing activities; that Newmont’s liabilities, if any, were contractually transferred to one of the plaintiffs; that portions of plaintiffs’ claimed damages are not recoverable; and that Newmont’s equitable share of liability, if any, would be immaterial. While Newmont has denied liability and is vigorously defending these claims, it cannot reasonably predict the final outcome of this lawsuit.

41

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Grass Valley. On February 3, 2004, the City of Grass Valley, California brought suit against Newmont under CERCLA in the U.S. District Court for the Northern District of California. This matter involves an abandoned mine adit on property previously owned by a predecessor of Newmont and currently owned by the City of Grass Valley. The complaint alleges that the adit is discharging metals-bearing water into a stream on the property, in concentrations in excess of current EPA drinking water standards. On February 4, 2009, this matter was fully resolved by settlement. Pursuant to the settlement, Newmont has agreed to manage the water discharge on an ongoing basis.

Gray Eagle Mine Site. By letter dated September 3, 2002, the EPA notified Newmont that the EPA had expended $3 in response costs to address environmental conditions associated with a historic tailings pile located at the Grey Eagle Mine site near Happy Camp, California, and requested that Newmont pay those costs. The EPA has identified four potentially responsible parties, including Newmont. Newmont does not believe it has any liability for environmental conditions at the Grey Eagle Mine site, and intends to vigorously defend any formal claims by the EPA. Newmont cannot reasonably predict the likelihood or outcome of any future action against it arising from this matter.

Ross-Adams Mine Site. By letter dated June 5, 2007, the U.S. Forest Service notified Newmont that it had expended approximately $0.3 in response costs to address environmental conditions at the Ross-Adams mine in Prince of Wales, Alaska, and requested Newmont USA Limited pay those costs and perform an Engineering Evaluation/Cost Analysis (“EE/CA”) to assess what future response activities might need to be completed at the site. Newmont does not believe it has any liability for environmental conditions at the site, and intends to vigorously defend any formal claims by the EPA. Newmont has agreed to perform the EE/CA. Newmont cannot reasonably predict the likelihood or outcome of any future action against it arising from this matter.

PT Newmont Minahasa Raya (“PTNMR”) — 80% Newmont Owned

In July 2004, a criminal complaint was filed against PTNMR, the Newmont subsidiary that operated the Minahasa mine in Indonesia, alleging environmental pollution relating to submarine tailings placement into nearby Buyat Bay. The Indonesian police detained five PTNMR employees during September and October of 2004. The police investigation and the detention of PTNMR’s employees was declared illegal by the South Jakarta District Court in December 2004, but in March 2005, the Indonesian Supreme Court upheld the legality of the police investigation, and the police turned their evidence over to the local prosecutor. In July 2005, the prosecutor filed an indictment against PTNMR and its President Director, alleging environmental pollution at Buyat Bay. After the court rejected motions to dismiss the proceeding, the trial proceeded and all evidence, including that of the defense, was presented in court by September 2006. In November 2006 the prosecution filed its charge, seeking a three-year jail sentence for PTNMR’s President Director plus a nominal fine. In addition, the prosecution recommended a nominal fine against PTNMR. The defense filed responses in January 2007, and final briefing was completed in March 2007. On April 24, 2007, the court entered its verdict acquitting PTNMR and its President Director of all charges. In May 2007, the prosecution appealed the decision of the court to the Indonesian Supreme Court, despite Indonesian laws that prohibit the appeal of a verdict of acquittal. In October 2008, a panel of Supreme Court justices was assigned to consider the appeal. In April 2009, the Indonesian Supreme Court summarily dismissed the appeal of the prosecutor related to PTNMR and its President Director.

In addition, on March 22, 2007, an Indonesian non-governmental organization named Wahana Lingkungan Hidup Indonesia (“WALHI”) filed a civil suit against PTNMR and Indonesia’s Ministry of Energy and Mineral Resources and Ministry for the Environment, alleging pollution from the disposal of mine tailings into Buyat Bay, and seeking a court order requiring PTNMR to fund a 25-year monitoring program in relation to Buyat Bay. In December 2007, the court ruled in PTNMR’s favor and found that WALHI’s allegations of pollution in Buyat Bay were without merit. In March 2008, WALHI appealed this decision to the Indonesian Supreme Court.

42

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

Independent sampling and testing of Buyat Bay water and fish, as well as area residents, conducted by the World Health Organization and the Australian Commonwealth Scientific and Industrial Research Organization, confirm that PTNMR has not polluted the Buyat Bay environment, and, therefore, has not adversely affected the fish in Buyat Bay or the health of nearby residents. The Company remains steadfast that it has not caused pollution or health problems.

Other Legal Matters

Minera Yanacocha S.R.L. (“Yanacocha”) — 51.35% Newmont Owned

Choropampa. In June 2000, a transport contractor of Yanacocha spilled approximately 151 kilograms of elemental mercury near the town of Choropampa, Peru, which is located 53 miles (85 kilometers) southwest of the Yanacocha mine. Elemental mercury is not used in Yanacocha’s operations but is a by-product of gold mining and was sold to a Lima firm for use in medical instruments and industrial applications. A comprehensive health and environmental remediation program was undertaken by Yanacocha in response to the incident. In August 2000, Yanacocha paid under protest a fine of 1,740,000 Peruvian soles (approximately $0.5) to the Peruvian government. Yanacocha has entered into settlement agreements with a number of individuals impacted by the incident. As compensation for the disruption and inconvenience caused by the incident, Yanacocha entered into agreements with and provided a variety of public works in the three communities impacted by this incident. Yanacocha cannot predict the likelihood of additional expenditures related to this matter.

Yanacocha, various wholly-owned subsidiaries of Newmont, and other defendants have been named in lawsuits filed by approximately 1,100 Peruvian citizens in Denver District Court for the State of Colorado. These actions seek compensatory damages based on claims associated with the elemental mercury spill incident. The parties in these cases agreed to submit these matters to binding arbitration. In October 2007, the parties to the arbitration entered a court-approved settlement agreement, resolving most of these cases. In April 2009, all remaining matters were settled.

Additional lawsuits relating to the Choropampa incident were filed against Yanacocha in the local courts of Cajamarca, Peru, in May 2002 by over 900 Peruvian citizens. A significant number of the plaintiffs in these lawsuits entered into settlement agreements with Yanacocha prior to filing such claims. In April 2008, the Peruvian Supreme Court upheld the validity of these settlement agreements, which should result in the dismissal of all claims brought by previously settled plaintiffs. Yanacocha has also entered into settlement agreements with approximately 350 additional plaintiffs. The claims asserted by approximately 200 plaintiffs remain. Neither Newmont nor Yanacocha can reasonably estimate the ultimate loss relating to such claims.

Conga. Yanacocha is involved in a dispute with the Provincial Municipality of Celendin regarding the authority of that governmental body to regulate the development of the Conga project. In the fourth quarter of 2004, the Municipality of Celendin enacted an ordinance declaring the area around Conga to be a mining-free reserve and naturally protected area. Yanacocha challenged this ordinance by means of two legal actions, one filed by Yanacocha (as the lease holder of the Conga mining concessions) and one filed by Minera Chaupiloma (as the titleholder of the Conga mining concessions). In August 2007, a Peruvian Court of first instance upheld Chaupiloma’s claim, stating that the Municipality of Celendin lacks the authority to create natural protected areas. The Municipality of Celendin has not appealed the ruling. In July 2008, a Peruvian Court of first instance dismissed Yanacocha’s claim as groundless. Yanacocha appealed the ruling to the appellate Court in Lima, and in January 2009, the appellate Court in Lima reversed the lower Court ruling and upheld Yanacocha’s claim.

Newmont Yandal Operations Pty Ltd (“NYOL”) — 100% Newmont Owned

On September 3, 2003, J. Aron & Co. commenced proceedings in the Supreme Court of New South Wales (Australia) against NYOL, its subsidiaries and the administrator in relation to the completed voluntary administration of the NYOL group. J. Aron & Co., a NYOL creditor, initially sought injunctive relief that was denied by the court on September 8, 2003. On October 30, 2003, J. Aron & Co. filed a statement of claim alleging various deficiencies in the implementation of the voluntary administration process and seeking damages and other relief against NYOL and other parties. Newmont cannot reasonably predict the final outcome of this lawsuit.

43

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

PT Newmont Nusa Tenggara (“PTNNT”) — 45% Newmont Owned

Under the Batu Hijau Contract of Work, beginning in 2006 and continuing through 2010, a portion of PTNNT’s shares must be offered for sale, first, to the Indonesian government or, second, to Indonesian nationals, equal to the difference between the following percentages and the percentage of shares already owned by the Indonesian government or Indonesian nationals (if such number is positive): 23% by March 31, 2006; 30% by March 31, 2007; 37% by March 31, 2008; 44% by March 31, 2009; and 51% by March 31, 2010. As PT Pukuafu Indah (“PTPI”), an Indonesian national, has owned and continues to own a 20% interest in PTNNT, in 2006 a 3% interest was required to be offered for sale and in each of 2007 through 2010 an additional 7% interest must be offered (for an aggregate 31% interest). The price at which such interest must be offered for sale to the Indonesian parties is the highest of the then-current replacement cost, the price at which shares would be accepted for listing on the Indonesian Stock Exchange, or the fair market value of such interest as a going concern, as agreed with the Indonesian government. Pursuant to this provision, it is possible that the ownership interest of NTP in PTNNT could be reduced to 49% or that subsequent disputes could arise concerning the divestiture of the ownership interest of NTP in PTNNT.

Initial arbitration matter

PTPI has owned and continues to own a 20% interest in PTNNT, and therefore the Newmont-Sumitomo partnership was required to offer a 3% interest in PTNNT for sale in 2006 and an additional 7% interest in each of 2007 through 2010. In accordance with the Contract of Work, an offer to sell a 3% interest was made to the Indonesian government in 2006 and an offer for an additional 7% interest was made in each of 2007 and 2008. A further 7% interest in the shares of PTNNT was offered for sale in March 2009. While the central government declined to participate in the 2006 and 2007 offers, local governments in the area in which the Batu Hijau mine is located expressed interest in acquiring shares, as did various Indonesian nationals. In January 2008, the Newmont-Sumitomo partnership agreed to sell, under a carried interest arrangement, 2% of PTNNT’s shares to Kabupaten Sumbawa, one of the local governments, subject to satisfaction of closing conditions. The Indonesian government subsequently stated that it would not approve the transfer of shares under this agreement. On February 11, 2008, PTNNT received notification from the Department of Energy and Mineral Resources (“DEMR”) alleging that PTNNT is in breach of its divestiture requirements under the Contract of Work, and threatening to issue a notice to terminate the Contract of Work if PTNNT did not agree to divest the 2006 and 2007 shares, in accordance with the direction of the DEMR, by February 22, 2008, which date was extended to March 3, 2008. A second Notice of Default was received relating to the alleged failure to divest the 2008 shares as well. On March 3, 2008, the Indonesian government filed for international arbitration as provided under the Contract of Work, as did PTNNT. In the arbitration proceeding, PTNNT sought a declaration that the Indonesian government is not entitled to terminate the Contract of Work and additional declarations pertaining to the procedures for divesting the shares. For its part, the Indonesian government sought declarations that PTNNT is in default of its divestiture obligations, that the government may terminate the Contract of Work and recover damages for breach of the Contract of Work, and that PTNNT must cause shares subject to divestiture to be sold to certain local governments.

Second arbitration matter

In 1997, to enable development of the Batu Hijau mine, PTNNT secured an aggregate $1,000 in financing from the United States Export-Import Bank, the Japan Bank for International Cooperation (formerly the Japan Export-Import Bank), and Kreditanstalt fur Wiederaufbau (the German Export-Import Bank) (collectively, the “Senior Lenders”). The Senior Lenders required the shareholders of PTNNT to pledge 100% of the shares of PTNNT as security for repayment of the loans. As part of that process, on October 30, 1997, the Minister of Energy and Mineral Resources approved the share pledge arrangements.

Subsequent to an additional 7% interest in PTNNT being offered by NTP for sale on March 28, 2008 (as required under the Contract of Work), the Director General of Mineral, Coal and Geothermal Resources at DEMR claimed that PTNNT breached its obligations under the Contract of Work by allowing shares to be offered for sale that are pledged to the Senior Lenders as security for the repayment of the senior debt. In the letter, the Director General claimed that NTP would be in default under the Contract of Work if the shares of PTNNT offered for sale in March 2008, together with the shares offered in 2006 and 2007, were not in the possession of “Indonesian government and/or government owned entities,” free of any such senior pledge, by July 13, 2008. Consequently, on July 10, 2008, PTNNT filed a notice to commence an additional international arbitration proceeding, as provided for under the Contract of Work, to resolve the claim that PTNNT breached its obligations under the Contract of Work by allowing shares to be offered that are subject to pledge obligations to the Senior Lenders. This issue was incorporated into and resolved as part of the initial arbitration proceeding.

44

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

An international arbitration panel was appointed to resolve these claims and a hearing was held in Jakarta in December 2008. On March 31, 2009, the arbitration panel issued its Final Award and decision on the matter. In its decision, the arbitration panel determined that PTNNT’s foreign shareholders had not complied with the divestiture procedure required by the Contract of Work in 2006 and 2007, but the panel ruled that the Indonesian government is not entitled to immediately terminate the Contract of Work and the panel rejected the Indonesian government’s claim for damages. The Arbitration Panel granted PTNNT 180 days from the date of notification of the Final Award to transfer the 2006 3% interest and the 2007 7% interest in PTNNT to the local governments or their respective nominees. The Arbitration Panel also applied a 180-day cure period to the 2008 7% interest, ruling that PTNNT must (within such 180-day period) offer the 2008 7% interest to the Indonesian government or its nominee, and transfer such shares if, after agreement on the transfer price, the Indonesian government invokes its right of first refusal under the Contract of Work. The panel ruled that shares offered to the Indonesian government pursuant to the Contract of Work must be offered free of any pledge or obligation to re-pledge the shares to the Senior Lenders. Finally, the Panel directed PTNNT to pay to the Indonesian government an allocated portion of certain legal fees and costs of the arbitration. PTNNT submitted payment of $2 for legal fees and costs. The Company also entered a formal agreement with the Senior Lenders under which the Senior Lenders released the pledge on the aggregated 31% of shares in PTNNT that are subject to divestiture requirements in exchange for the Company and Sumitomo agreeing to provide joint and several guarantees, thus allowing the Company to transfer these shares free of any pledge or obligation to re-pledge the shares to the lenders. On July 14, 2009, the Company reached agreement with the Indonesian government on the price of the 2008 7% interest and the 2009 7% interest. PTNNT has reoffered the 2008 7% interest and the 2009 7% interest to the Indonesian government at this newly agreed price. The Company cannot predict the outcome of these discussions or the impact on such discussions of the Indonesian presidential elections held in July 2009. Subsequent disputes may arise concerning the divestiture of the shares including if the transfer is not completed to the satisfaction of the parties within the 180-day period described above.

The Company follows FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities” (“FIN 46(R)”), which provides guidance on the identification and reporting for entities over which control is achieved through means other than voting rights. FIN 46(R) defines such entities as Variable Interest Entities (“VIEs”). Newmont identified NTP, the partnership that owns an 80% interest in PTNNT, as a VIE due to certain capital structures and contractual relationships. As a result of the Company’s 56.25% ownership in NTP, the Company consolidates Batu Hijau, and will continue to consolidate Batu Hijau in its Consolidated Financial Statements as long as the Company continues to be the primary beneficiary of NTP and NTP controls PTNNT.

Other Commitments and Contingencies

Tax contingencies are provided for under FIN 48 (see Note 8).

In a 1993 asset exchange, a wholly-owned subsidiary transferred a coal lease under which the subsidiary had collected advance royalty payments totaling $484. From 1994 to 2018, remaining advance payments under the lease to the transferee total $390. In the event of title failure as stated in the lease, this subsidiary has a primary obligation to refund previously collected payments and has a secondary obligation to refund any of the $390 collected by the transferee, if the transferee fails to meet its refund obligation. The subsidiary has title insurance on the leased coal deposits of $240 covering the secondary obligation. The Company and the subsidiary regard the circumstances entitling the lessee to a refund as remote.

The Company has minimum royalty obligations on one of its producing mines in Nevada for the life of the mine. Amounts paid as a minimum royalty (where production royalties are less than the minimum obligation) in any year are recoverable in future years when the minimum royalty obligation is exceeded. Although the minimum royalty requirement may not be met in a particular year, the Company expects that over the mine life, gold production will be sufficient to meet the minimum royalty requirements. Minimum royalty payments payable are $19 in 2009 through 2013 and $93 thereafter.

45

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
(dollars in millions, except per share, per ounce and per pound amounts)

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At June 30, 2009 and December 31, 2008, there were $851 and $778, respectively, of outstanding letters of credit, surety bonds and bank guarantees. The surety bonds, letters of credit and bank guarantees reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the market place. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. In addition, the surety markets for certain types of environmental bonding used by the Company have become increasingly constrained. The Company, however, believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise.

Newmont is from time to time involved in various legal proceedings related to its business. Except in the above-described proceedings, management does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition or results of operations.

NOTE 28 SUPPLEMENTARY DATA

Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges for the six months ended June 30, 2009 was 9.0. The ratio of earnings to fixed charges represents income from continuing operations before income tax expense, equity loss of affiliates and noncontrolling interests in subsidiaries, divided by interest expense. Interest expense includes amortization of capitalized interest and the portion of rent expense representative of interest. Interest expense does not include interest on income tax liabilities. The computation of the ratio of earnings to fixed charges can be found in Exhibit 12.1.

NOTE 29 SUBSEQUENT EVENTS

On July 17, 2009, the Company sold its interest in Empresa Minera Inti Raymi (“Inti Raymi”) in Bolivia to Compania Procesadora de Minerales S.A., a company controlled by the Company’s long-time Bolivian partner. As part of the transaction, a reclamation trust fund will be established to pay for closure and reclamation costs when operations eventually cease. The buyer assumed all obligations of the operation and has agreed to pay Newmont a nominal royalty from future production. With the sale of Inti Raymi, Newmont has no remaining operations in Bolivia (see Note 9).

46

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (dollars in millions, except per share, per ounce and per pound amounts).

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). References to “A$” refer to Australian currency, “C$” to Canadian currency, “IDR” to Indonesian currency, “NZ$” to New Zealand currency and “$” to United States currency.

This item should be read in conjunction with our interim unaudited Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements included in Part II of our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2008.

Selected Financial and Operating Results

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Revenues	$	1,602	$	1,503	$	3,138	$	3,428
Income from continuing operations	$	320	$	337	$	597	$	886
Net income	$	306	$	339	$	583	$	896
Net income attributable to Newmont stockholders	$	162	$	271	$	351	$	636
Per common share, basic
Income from continuing operations attributable to Newmont stockholders	$	0.35	$	0.60	$	0.75	$	1.38
Net income attributable to Newmont stockholders	$	0.33	$	0.60	$	0.73	$	1.40
Consolidated gold ounces sold (thousands) (1)		1,502		1,483		3,019		3,084
Consolidated copper pounds sold (millions)		105		51		201		157
Average price received, net (2)
Gold (per ounce)	$	915	$	900	$	911	$	917
Copper (per pound)	$	2.17	$	3.57	$	1.94	$	3.93
Costs applicable to sales (3)
Gold (per ounce)	$	423	$	439	$	427	$	416
Copper (per pound)	$	0.58	$	2.02	$	0.73	$	1.62

(1)	Includes incremental start-up ounces of 1 for both the three and six months ended June 30, 2009 and 16 and 17 for the three and six months ended June 30, 2008, respectively. Incremental start-up includes the removal and production of de minimis saleable materials during development and is recorded as Other income, net of incremental mining and processing costs.
(2)	After treatment and refining charges.
(3)	Excludes Amortization and Accretion.

Consolidated Financial Results

Net income attributable to Newmont stockholders for the second quarter and first half of 2009 was $162, or $0.33 per share and $351, or 0.73 per share, respectively. Results for the second quarter of 2009 compared to 2008 were impacted by higher realized gold prices, lower realized copper prices and higher sales volume. Results for the first half of 2009 compared to 2008 were impacted by lower realized gold and copper prices, lower gold sales volume, higher copper sales volume, lower Canadian Oil Sands Trust income, higher income taxes in 2009 and a discrete tax benefit in 2008.

47

Sales — gold, net for the second quarter of 2009 increased $53 compared to the second quarter of 2008, due to higher realized prices and increased sales volume. Sales — gold, net for the first half of 2009 decreased $65 compared to the first half of 2008, due to lower realized prices and decreased sales volume. For a complete discussion regarding variations in gold volumes, see Results of Consolidated Operations below. The following analysis summarizes the change in consolidated gold sales revenue:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Consolidated gold sales:
Gross	$	1,383		$	1,323		$	2,761		$	2,823
Less: Treatment and refining charges		(10	)		(3	)		(13	)		(10	)
Net	$	1,373		$	1,320		$	2,748		$	2,813
Consolidated gold ounces sold (thousands):
Gross		1,502			1,483			3,019			3,084
Less: Incremental start-up sales		(1	)		(16	)		(1	)		(17	)
Net		1,501			1,467			3,018			3,067
Average realized price (per ounce):
Before treatment and refining charges	$	922		$	902		$	915		$	920
After treatment and refining charges	$	915		$	900		$	911		$	917

The change in consolidated gold sales is due to:

	Three Months Ended June 30,			Six Months Ended June 30,
	2009 vs. 2008			2009 vs. 2008
Increase (decrease) in consolidated ounces sold	$	30		$	(45	)
Increase (decrease) in average realized gold price		30			(17	)
Increase in treatment and refining charges		(7	)		(3	)
	$	53		$	(65	)

Sales — copper, net for the second quarter of 2009 increased $46, or 25%, compared to the second quarter of 2008, due to increased sales volume partially offset by lower realized prices. Sales — copper, net for the first half of 2009 decreased $225, or 37%, compared to the first half of 2008, due to lower realized prices, partially offset by increased sales volume. For a complete discussion regarding variations in copper volumes, see Results of Consolidated Operations below. The following analysis summarizes the change in consolidated copper sales revenue:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Consolidated copper sales:
Gross before provisional pricing	$	223		$	194		$	377		$	576
Provisional pricing mark-to-market gain		35			8			64			90
Gross after provisional pricing		258			202			441			666
Less: Treatment and refining charges		(29	)		(19	)		(51	)		(51	)
Net	$	229		$	183		$	390		$	615
Consolidated copper pounds sold (millions)		105			51			201			157
Average realized price (per pound):
Gross before provisional pricing	$	2.12		$	3.78		$	1.88		$	3.67
Provisional pricing mark-to-market gain		0.33			0.16			0.32			0.58
Gross after provisional pricing		2.45			3.94			2.20			4.25
Less: Treatment and refining charges		(0.28	)		(0.37	)		(0.26	)		(0.32	)
Net	$	2.17		$	3.57		$	1.94		$	3.93

48

The change in consolidated copper sales is due to:

	Three Months Ended June 30,			Six Months Ended June 30,
	2009 vs. 2008			2009 vs. 2008
Increase in consolidated pounds sold	$	213		$	187
Decrease in average realized copper price		(157	)		(412	)
Increase in treatment and refining charges		(10	)		—
	$	46		$	(225	)

The following is a summary of net gold and copper sales:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Gold
North America:
Nevada	$	372	$	495	$	840	$	986
La Herradura		29		21		52		45
		401		516		892		1,031
South America:
Yanacocha		489		388		916		887
Asia Pacific:
Jundee		102		101		190		188
Tanami		81		85		159		174
Kalgoorlie		66		55		132		120
Waihi		14		31		51		60
Batu Hijau		98		36		157		148
		361		308		689		690
Africa:
Ahafo		122		107		251		204
Corporate and other		—		1		—		1
	$	1,373	$	1,320	$	2,748	$	2,813
Copper
Asia Pacific:
Batu Hijau	$	229	$	183	$	390	$	615

Costs applicable to sales decreased in the second quarter and first half of 2009 compared to the second quarter and first half of 2008, as detailed in the table below. The decrease in Costs applicable to sales in the second quarter of 2009 compared to the second quarter of 2008 is primarily due to lower waste tons mined, lower diesel prices and favorable U.S. dollar exchange rates, partially offset by higher sales volumes and lower by-product credits. The decrease in Costs applicable to sales in the first half of 2009 compared to the first half of 2008 is primarily due to lower waste tons mined, lower diesel prices, lower gold sales volume and favorable U.S. dollar exchange rates, partially offset by higher copper sales volume and lower by-product credits. For a complete discussion regarding variations in operations, see Results of Consolidated Operations below.

Amortization expense decreased for the second quarter of 2009 compared to the second quarter of 2008 and increased for the first half of 2009 compared to the first half of 2008, as detailed in the table below. We expect 2009 Amortization expense to be approximately $740 to $780.

49

The following is a summary of Costs applicable to sales and Amortization:

	Costs Applicable to Sales								Amortization
	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2009		2008		2009		2008		2009		2008		2009		2008
Gold
North America:
Nevada	$	228	$	238	$	491	$	453	$	53	$	60	$	114	$	110
Hope Bay		—		—		—		—		3		—		6		—
La Herradura		12		11		22		18		3		2		5		4
		240		249		513		471		59		62		125		114
South America:
Yanacocha		173		161		325		329		44		44		85		88
Asia Pacific:
Jundee		36		44		70		82		12		10		21		17
Tanami		53		57		101		107		11		9		22		17
Kalgoorlie		43		54		91		108		3		3		6		7
Waihi		9		15		24		29		4		9		13		15
Batu Hijau		24		19		51		56		6		3		13		11
		165		189		337		382		36		34		75		67
Africa:
Ahafo		57		46		114		95		16		18		34		31
		635		645		1,289		1,277		155		158		319		300
Copper
Asia Pacific:
Batu Hijau		61		104		146		254		16		20		37		51
Other
Asia Pacific		—		—		—		—		—		1		1		2
Corporate and Other		—		—		—		—		5		4		10		9
		—		—		—		—		5		5		11		11
	$	696	$	749	$	1,435	$	1,531	$	176	$	183	$	367	$	362

Exploration expense decreased for the second quarter and first half of 2009 compared to the second quarter and first half of 2008 due to a reduced drilling program related to a more selective and strategic exploration program. We expect 2009 Exploration expense to be approximately $165 to $175.

Advanced projects, research and development expense for the second quarter and first half of 2009 and 2008 is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Hope Bay	$	11	$	9	$	16	$	13
Boddington		10		1		13		2
Technical and project services		7		6		12		10
Nevada underground		3		—		8		—
Corporate		3		4		7		7
Tanami/Callie Deeps		1		1		3		1
Akyem		2		1		3		3
Fort a la Corne JV		—		6		1		13
Other		5		11		10		20
	$	42	$	39	$	73	$	69

We expect 2009 Advanced projects, research and development expenses to be approximately $140 to $160.

General and administrative expenses increased by $3 and $13, respectively, for the second quarter and first half of 2009 compared to the second quarter and first half of 2008, due to higher compensation, benefits and consulting fees. We expect 2009 General and administrative expenses to be approximately $150 to $160.

50

Other expense, net for the first quarter of 2009 and 2008 is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Boddington acquisition costs	$	59	$	—	$	67	$	—
Regional administration		14		12		26		21
Community development		11		18		21		32
Workforce reduction		1		—		15		—
Peruvian royalty		5		4		11		11
Western Australia power plant		6		8		9		13
Batu Hijau divestiture		1		2		6		5
World Gold Council dues		3		2		6		5
Accretion, non-operating		3		3		6		5
Pension settlement loss		—		—		—		11
Reclamation estimate revisions		—		59		—		61
Other		13		10		25		16
	$	116	$	118	$	192	$	180

In connection with the acquisition of the remaining interest in Boddington, we incurred costs of $67, including Australian stamp duties, for the six months ended June 30, 2009. Community development and regional administration expenses relate to our social responsibility, external and government relations, and regional office costs which are not a direct cost of mine production. Workforce reduction expense includes costs related to global workforce reduction that impacted approximately 3% of our world wide workforce.

Other income, net for the first quarter of 2009 and 2008 is summarized as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Canadian Oil Sands Trust income	$	5		$	31		$	9		$	55
Interest income		6			7			9			17
Gain on sale of investments, net		—			10			—			10
Income from development projects, net		—			9			—			9
Foreign currency exchange losses, net		1			(7	)		(2	)		(13	)
(Loss) gain on ineffective portion of derivative instruments, net		(3	)		(1	)		(4	)		2
Impairment of marketable securities		—			(34	)		(6	)		(56	)
Other		—			4			12			10
	$	9		$	19		$	18		$	34

Canadian Oil Sands Trust income decreased $27 and $46 in the second quarter and first half of 2009, respectively, compared to the second quarter and first half of 2008 due to reduced distributions related to a significant decrease in oil prices. During the first half of 2009, we recognized impairments of marketable securities of $2 for Shore Gold, Inc. and $4 for other marketable securities. During the second quarter of 2008, we recognized impairments of marketable securities of $23 for Shore Gold Inc. and $11 for other marketable securities, resulting in total impairments of $32 for Shore Gold Inc., $13 for Gabriel Resources Ltd. and $11 for other marketable securities for the first half of 2008.

Interest expense, net decreased by $12 for the second quarter of 2009 compared to the second quarter of 2008 and decreased $8 for the first half of 2009 compared to the first half of 2008 mainly due to higher capitalized interest, partially offset by additional interest on the convertible senior notes. We expect 2009 Interest expense, net to be approximately $100 to $110.

Income tax expense during the second quarter of 2009 was $136 compared to a benefit of $42 during the second quarter of 2008, and $241 for the first half of 2009 compared to $187 for the first half of 2008. The effective tax rate for the second quarter of 2009 was 30% compared to a 14% benefit for the second quarter of 2008, and 29% for the first half of 2009 compared to 17% for the first half of 2008. The 44% increase from the 2008 second quarter and 12% increase from the first half of 2008 tax rates primarily relates to the reduction in income taxes in 2008 realized from the conversion of one of the Company’s non-US subsidiaries to a partnership for U.S. income tax purposes which gave rise to a significant capital loss allowing the Company to recover income taxes paid in prior years, offset by an increase in liabilities for uncertain tax positions. The effective tax rates in the second quarter of 2009 and 2008 are different from the United States statutory rate of 35% primarily due to U.S. percentage depletion. For a complete discussion of the factors that influence our effective tax rate, see Management’s Discussion and Analysis of Results of Operations and Financial Condition in Newmont’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 19, 2009. We expect the 2009 full year tax rate to be approximately 27% to 31%, assuming a gold price of $925 per ounce.

51

Net income attributable to Noncontrolling interests increased $76 in the second quarter of 2009 compared to the second quarter of 2008 as a result of increased earnings at Yanacocha and Batu Hijau, and decreased $28 in the first half of 2009 compared to the first half of 2008, as a result of lower earnings at Batu Hijau.

(Loss) income from discontinued operations was a follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Sales — gold, net	$	16		$	19		$	32		$	37
Income from operations	$	1		$	7		$	1		$	12
Loss on impairment		(44	)		—			(44	)		—
(Loss) gain on sale of royalty portfolio		—			(2	)		—			5
(Loss) gain on sale of Pajingo assets		—			(1	)		—			1
Pre-tax (loss) income		(43	)		4			(43	)		18
Income tax benefit (expense)		29			(2	)		29			(8	)
(Loss) income from discontinued operations	$	(14	)	$	2		$	(14	)	$	10

Discontinued operations include our royalty portfolio and Pajingo operations, both sold in December 2007, as well as the Kori Kollo operation in Bolivia, which was reclassified to discontinued operations during the second quarter of 2009.

Results of Consolidated Operations

	Gold Ounces or				Costs Applicable to
	Copper Pounds Sold(1)				Sales(3)				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
North America		446		579	$	538	$	429	$	124	$	107
South America (2)		534		432		323		374		82		102
Asia Pacific (2)		390		338		426		560		95		102
Africa		132		134		428		390		119		147
Total/Weighted-Average		1,502		1,483	$	423	$	439	$	101	$	108
	(pounds in millions)				($  per pound)				($  per pound)
Copper
Asia Pacific (3)		105		51	$	0.58	$	2.02	$	0.15	$	0.38

	Gold Ounces or				Costs Applicable to
	Copper Pounds Sold(1)				Sales(3)				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
North America		989		1,129	$	519	$	417	$	120	$	101
South America (2)		1,004		972		324		339		84		91
Asia Pacific (2)		750		744		450		514		101		91
Africa		276		239		413		425		123		138
Total/Weighted-Average		3,019		3,084	$	427	$	416	$	104	$	98
	(pounds in millions)				($  per pound)				($  per pound)
Copper
Asia Pacific (3)		201		157	$	0.73	$	1.62	$	0.19	$	0.33

(1)	Consolidated gold ounces sold includes incremental start-up ounces of 1, in North America, for both the three and six months ended June 30, 2009 and 16 and 17, primarily in Africa, for the three and six months ended June 30, 2008. Incremental start-up sales includes the removal and production of de minimis saleable materials during development and is recorded as Other income, net of incremental mining and processing costs.
(2)	Consolidated gold ounces and copper pounds sold includes noncontrolling interests’ share for Yanacocha and Batu Hijau.
(3)	Excludes Amortization and Accretion.

Consolidated gold ounces sold increased 1% in the second quarter of 2009 from 2008, primarily due to higher production from South America and Asia Pacific, mostly offset by lower production from North America. Consolidated copper pounds sold more than doubled in the second quarter of 2009 from 2008 due to higher production at Batu Hijau.

52

Costs applicable to sales per consolidated gold ounce sold decreased 4% in the second quarter of 2009 from 2008, due to lower waste mining, higher production and lower diesel prices, partially offset by lower by-product credits, higher royalties and a higher allocation of costs to gold due to lower copper prices at Batu Hijau. Consolidated Costs applicable to sales decreased by $12 per ounce, net of hedges, due to the weakening of the Australian dollar in the second quarter of 2009 compared to 2008. Costs applicable to sales per consolidated copper pound decreased 71% in the second quarter of 2009 from 2008, primarily due to lower waste mining, higher production, lower diesel prices and a lower allocation of costs to copper due to changes in realized metal prices.

Consolidated gold ounces sold decreased 2% in the first half of 2009 from 2008, primarily due to lower production from North America, mostly offset by higher production from South America and Africa. Consolidated copper pounds sold increased 28% in the first half of 2009 from 2008 due to higher production at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold increased 3% in the first half of 2009 from 2008, due to lower production, lower by-product credits, higher royalties and a higher allocation of costs to gold due to lower copper prices at Batu Hijau, partially offset by lower waste mining and lower diesel prices. Consolidated Costs applicable to sales decreased by $13 per ounce, net of hedges, due to the weakening of the Australian dollar in the first half of 2009 compared to 2008. Costs applicable to sales per consolidated copper pound decreased 55% in the first half of 2009 from 2008, primarily due to lower waste mining, higher production, lower diesel prices and a lower allocation of costs to copper due to changes in realized metal prices.

We expect consolidated gold sales of between 6.35 and 6.7 million ounces at Costs applicable to sales of between $400 and $440 per ounce. Our Costs applicable to sales forecast for 2009 now assumes an oil price of $70 per barrel and an Australian dollar exchange rate of 0.75 for the remainder of the year. Our Costs applicable to sales for the year are expected to change by approximately $3 per ounce for every $10 change in the oil price and by approximately $3 per ounce for every $0.10 change in the Australian dollar exchange rate. We are actively hedging a portion of our North America diesel and Australian dollar cost exposure.

We continue to expect consolidated copper sales of approximately 460 to 510 million pounds in 2009 at Costs applicable to sales of approximately $0.50 to $0.65 per pound.

North America Operations

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Nevada		415		554	$	549	$	430	$	126	$	108
La Herradura (44% owned)		31		25		398		388		91		85
		446		579	$	538	$	429	$	124	$	107

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Nevada		933		1,080	$	527	$	420	$	122	$	102
La Herradura (44% owned)		56		49		393		357		90		84
		989		1,129	$	519	$	417	$	120	$	101

(1)	Includes incremental start-up ounces of 1 in Nevada for both the three and six months ended June 30, 2009 and the six months ended June 30, 2008.
(2)	Excludes Amortization and Accretion.

Nevada, USA. Gold ounces sold in Nevada decreased 25% in the second quarter of 2009 from 2008 due to lower leach tons placed and lower throughput and mill ore grade. Surface ore mined in the second quarter of 2009 decreased to 6.2 million tons, down from 9.2 million tons in the previous year quarter primarily due to mine sequencing at Gold Quarry. Underground ore mined in the second quarter of 2009 increased to 587,000 tons, up from 575,000 tons in the second quarter of 2008. This increase was due to 23% higher tons at Chukar and remnant mining at Carlin East, partially offset by 15% lower tons at Midas due to ground failure which curtailed production in March and April 2009. Underground ore grade decreased 7% in the second quarter of 2009 from 2008 primarily due to lower grade at Leeville. Second quarter ore milled was 5.9 million tons in 2009 compared to 6.1 million tons in 2008. Ore placed on leach pads in the second quarter of 2009 decreased 69% from the second quarter of 2008 to 1.7 million tons due mainly to mine sequencing at Gold Quarry and equipment availability.

53

Costs applicable to sales per ounce increased to $549 in the second quarter of 2009 from $430 per ounce in the second quarter of 2008 due to lower production and by-product credits, partially offset by lower diesel prices.

Gold ounces sold decreased 14% in the first half of 2009 from 2008 due to lower leach tons placed and lower mill ore grade, partially offset by higher mill recovery rates. Surface ore mined in the first half of 2009 decreased to 12.6 million tons, down from 17.6 million tons in the first half of 2008 primarily due to mine sequencing at Gold Quarry. Underground ore mined in the first half of 2009 increased to 1.2 million tons, up from 1.1 million tons in the first half of 2008. This increase was due to 14% higher tons at Leeville, 15% higher tons at Chukar and remnant mining at Carlin East, partially offset by 12% lower tons at Midas due to ground failure which curtailed production in March and April 2009. Underground ore grade decreased 9% in the first half of 2009 from 2008 primarily due to lower grade at Leeville. Ore milled in the first half of 2009 was 12.0 million tons compared to 12.3 million tons in the first half of 2008. Ore placed on leach pads in the first half of 2009 decreased 58% from the first half of 2008 to 4.3 million tons due mainly to mine sequencing at Gold Quarry and equipment availability.

Costs applicable to sales per ounce increased to $527 in the first half of 2009 from $420 per ounce in the first half of 2008 due to lower production and by-product credits, partially offset by lower diesel prices.

La Herradura, Mexico. Gold ounces sold increased 24% in second quarter of 2009 from 2008, primarily due to a 16% increase in tons placed on the leach pad, partially offset by a 5% decrease in grade. Costs applicable to sales increased 2% due to higher workers participation costs, partially offset by lower diesel costs.

Gold ounces sold increased 13% in first half of 2009 from 2008, primarily due to a 20% increase in tons placed on the leach pad, partially offset by a 4% decrease in grade. Costs applicable to sales increased 10% due to higher workers participation costs, partially offset by lower fuel costs.

We expect gold sales in North America of approximately 2.0 to 2.1 million ounces at Costs applicable to sales of approximately $535 to $575 per ounce in 2009.

South America Operations

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Yanacocha (51.35% owned)		534		432	$	323	$	374	$	82	$	102

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Yanacocha (51.35% owned)		1,004		972	$	324	$	339	$	84	$	91

(1)	Consolidated gold ounces sold includes noncontrolling interests’ share.
(2)	Excludes Amortization and Accretion.

Yanacocha, Peru. Gold sales at Yanacocha increased 24% in the second quarter of 2009 from the second quarter of 2008 due to higher leach tons placed, higher mill production and a reduction of finished goods inventory. Ore tons mined increased 77% in the second quarter of 2009 compared to the second quarter of 2008 due to mine sequencing. During the same periods, the amount of waste material mined decreased to 6.7 million tons from 26.6 million tons. Ore placed on the leach pads increased to 41.4 million tons in the second quarter of 2009 from 23.7 million tons in the second quarter of 2008 and leach ore grade increased 1% from 0.015 to 0.016 ounces per ton during the same period. Mill production in the second quarter of 2009 was 136,000 ounces compared to 77,000 ounces in the second quarter of 2008 due to higher mill ore grade and mill throughput due to the commencement of mill production in the second quarter of 2008.

54

Costs applicable to sales decreased in the second quarter of 2009 to $323 per ounce from $374 per ounce in the second quarter of 2008, primarily due to lower waste mining, higher production and lower diesel prices, partially offset by higher workers participation costs and lower by-product credits.

Gold sales at Yanacocha increased 3% in the first half of 2009 from the first half of 2008 due to a full six months of mill production, partially offset by lower leach recoveries. Ore tons mined increased 39% in the first half of 2009 compared to the first half of 2008 due to mine sequencing. During the same periods, the amount of waste material mined decreased to 22.1 million tons from 48.3 million tons. Ore placed on the leach pads increased to 72.1 million tons in the first half of 2009 from 54.1 million tons in the first half of 2008 and leach ore grade increased 13% from 0.016 to 0.018 ounces per ton during the same periods. Leach production was 127,000 ounces lower in the first half of 2009 compared to the first half of 2008 due to the timing of leach ore recoveries. Mill production in the first half of 2009 was 279,000 ounces compared to 77,000 ounces in the first half of 2008 due to the commencement of mill production in the second quarter of 2008.

Costs applicable to sales decreased in the first half of 2009 to $324 per ounce from $339 per ounce in the first half of 2008 primarily due to lower waste mining, higher production and lower diesel prices, partially offset by higher workers participation costs and lower by-product credits.

We expect consolidated gold sales for South America of approximately 1.95 to 2.05 million ounces at Costs applicable to sales of approximately $300 to $320 per ounce.

Asia Pacific Operations

	Gold Ounces Sold or				Costs Applicable to
	Copper Pounds Sold				Sales(1)				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
Jundee		108		109	$	338	$	401	$	110	$	84
Tanami		88		95		599		605		127		102
Kalgoorlie (50% owned)		71		63		607		860		39		56
Waihi		16		34		582		441		287		248
Batu Hijau (45% owned) (2)		107		37		229		518		62		99
		390		338	$	426	$	560	$	95	$	102
	(pounds in millions)				($  per pound)				($  per pound)
Three Months Ended June 30,
Copper
Batu Hijau (45% owned) (2)		105		51	$	0.58	$	2.02	$	0.15	$	0.38

	Gold Ounces Sold or				Costs Applicable to
	Copper Pounds Sold				Sales(1)				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
Jundee		202		200	$	345	$	410	$	104	$	83
Tanami		173		190		586		565		125		91
Kalgoorlie (50% owned)		146		132		625		817		43		57
Waihi		56		65		426		448		241		226
Batu Hijau (45% owned) (2)		173		158		297		358		78		72
		750		745	$	450	$	514	$	101	$	91
	(pounds in millions)				($  per pound)				($  per pound)
Six Months Ended June 30, Copper
Batu Hijau (45% owned) (2)		201		157	$	0.73	$	1.62	$	0.19	$	0.33

(1)	Excludes Amortization and Accretion.
(2)	Consolidated gold ounces or copper pounds sold includes noncontrolling interests’ share.

Jundee, Australia. Gold ounces sold in the second quarter of 2009 were essentially the same as 2008, as lower mill ore grade was offset by higher throughput and a reduction in finished goods inventory. Costs applicable to sales per ounce decreased 16%, primarily due to lower diesel prices and the weakening of the Australian dollar, partially offset by lower production.

55

Gold ounces sold increased 1% in the first half of 2009 compared to 2008, due to increased mill throughput, partially offset by lower mill ore grade. Costs applicable to sales per ounce decreased 16% primarily due to lower diesel prices and the weakening of the Australian dollar.

Tanami, Australia. Gold ounces sold decreased 7% in the second quarter of 2009 compared to 2008, primarily due to lower mill ore grade, partially offset by higher mill throughput. Costs applicable to sales per ounce decreased 1% primarily due to lower diesel prices and the weakening of the Australian dollar, partially offset by higher royalty costs.

Gold ounces sold decreased 9% in the first half of 2009 compared to 2008 due to lower mill ore grade and throughput. Costs applicable to sales per ounce increased 4% due to lower production and higher royalty costs, partially offset by lower diesel prices and the weakening of the Australian dollar.

Kalgoorlie, Australia. Gold ounces sold increased 13% in the second quarter of 2009 compared to 2008 due to higher mill ore grade, throughput and recovery. Costs applicable to sales per ounce decreased 29% due to higher production, lower diesel prices and the weakening of the Australian dollar.

Gold ounces sold increased 11% in the first half of 2009 compared to 2008 due to higher mill ore grade, throughput and recovery. Costs applicable to sales per ounce decreased 24% due to higher production, lower diesel prices and the weakening of the Australian dollar.

Waihi, New Zealand. Gold ounces sold decreased 53% in the second quarter of 2009 from 2008 due to an electrical fire at the mill in May which suspended milling activities. Required repairs are expected to be completed in August allowing milling operations to resume. Costs applicable to sales per ounce were 32% higher due to lower production, partially offset by the weakening of the New Zealand dollar.

Gold ounces sold decreased 14% in the first half of 2009 from 2008 due to the suspension of milling operations. Costs applicable to sales per ounce were 5% lower primarily due to lower diesel prices and higher by-product credits and the weakening of the New Zealand dollar, partially offset by lower production and higher royalty costs.

Boddington, Australia. Development of the project was approximately 98% complete, as of June 30, 2009. The Company now expects total project costs, excluding capitalized interest, of between $2,800 and $2,900 on a 100% basis due to the later than expected start-up of milling operations.

Batu Hijau, Indonesia. Consolidated copper and gold sales at Batu Hijau increased 106% and 189%, respectively, in the second quarter of 2009 from 2008 due to higher throughput, grade and recoveries as a result of the mining sequence. The harder, lower grade stockpiled ore processed in 2008 resulted in significantly lower recoveries. During the second quarter of 2009, copper and gold production increased by 105% and 240%, respectively.

Total Costs applicable to sales decreased by $37 in the second quarter of 2009 from 2008 due to lower waste mining, lower diesel prices, lower labor costs and lower maintenance and parts costs. Costs applicable to sales per pound of copper and per ounce of gold decreased 71% and 56%, respectively, as a result of the higher production and lower costs. Costs applicable to sales per pound of copper and per ounce of gold were also impacted by a higher allocation of costs to gold due to the lower realized copper price.

Consolidated copper and gold sales at Batu Hijau increased 28% and 10%, respectively, in the first half of 2009 from 2008 due to higher throughput, grade and recoveries as a result of processing newly mined ore, partially offset by 2008 inventory sales. During the first half of 2009, copper and gold production increased by 49% and 57%, respectively.

Total Costs applicable to sales decreased by $115 in the first half of 2009 from 2008 due to lower waste mining, lower diesel prices, lower labor costs and lower maintenance and parts costs and mining more ore than processed material. Costs applicable to sales per pound of copper and per ounce of gold decreased 55% and 17%, respectively, as a result of higher production and lower costs. Costs applicable to sales per pound of copper and per ounce of gold were also impacted by a higher allocation of costs to gold due to the lower realized copper price.

We expect gold sales for the Asia Pacific operations of approximately 1.9 to 2.1 million ounces at Costs applicable to sales of approximately $435 to $475 per ounce in 2009, with Boddington coming on-line in the second half of the year. We expect 2009 copper sales for the Asia Pacific operations to be approximately 460 to 510 million pounds of copper at Costs applicable to sales of approximately $0.50 to $0.65 per pound. Unfavorable changes in the Australian dollar exchange rate could result in operating costs for the region outside of the expected range for the full year, as a significant portion of costs are Australian dollar denominated. Costs applicable to sales in Asia Pacific are expected to change by approximately $5 per ounce for every $0.10 move in the Australian dollar exchange rate.

56

We currently have a 45% ownership interest in the Batu Hijau mine, held through the Nusa Tenggara Partnership (“NTP”) with an affiliate of Sumitomo Corporation of Japan. We have a 56.25% interest in NTP and the Sumitomo affiliate holds the remaining 43.75%. NTP in turn owns 80% of P.T. Newmont Nusa Tenggara (“PTNNT”), the Indonesian subsidiary that owns Batu Hijau. The remaining 20% interest in PTNNT is owned by P.T. Pukuafu Indah (“PTPI”), an unrelated Indonesian company. We identified NTP as a VIE as a result of certain capital structures and contractual relationships and have fully consolidated NTP in the consolidated financial statements since January 1, 2004.

Under the Contract of Work issued to PTNNT by the Indonesian government, beginning in 2006 and continuing through 2010, a portion of PTNNT’s shares must be offered for sale to the Indonesian government or its nominee, equal to the difference between the following percentages and the percentage of shares already owned by the Indonesian government or Indonesian nationals (if such number is positive): 23% by March 31, 2006; 30% by March 31, 2007; 37% by March 31, 2008; 44% by March 31, 2009; and 51% by March 31, 2010. The price at which such interest must be offered for sale to the Indonesian parties is the highest of the then-current replacement cost, the price at which shares would be accepted for listing on the Indonesian Stock Exchange, or the fair market value of such interest as a going concern, as agreed with the Indonesian government. In March 2008, the Indonesian government and PTNNT each instituted an arbitration proceeding to resolve a dispute concerning the divestiture of PTNNT shares. On March 31, 2009, the international arbitration panel issued a final award resolving the claims asserted. For further information related to the dispute and the international arbitration proceeding, including a description of the factual basis for the claims, and a description of the arbitration decision, refer to Note 27, Commitments and Contingencies. Pursuant to the arbitration decision and the terms of the Contract of Work, it is possible that the ownership interest of NTP in PTNNT could be reduced to 49% or that subsequent disputes may arise concerning the divestiture of shares.

The Company follows Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R) “Consolidation of Variable Interest Entities” (“FIN 46(R)”), which provides guidance on the identification and reporting for entities over which control is achieved through means other than voting rights. FIN 46(R) defines such entities as Variable Interest Entities (“VIEs”). Newmont identified NTP, the partnership that owns an 80% interest in PTNNT, as a VIE due to certain capital structures and contractual relationships. As a result of the Company’s 56.25% ownership in NTP, the Company consolidates Batu Hijau, and will continue to consolidate Batu Hijau, in its Consolidated Financial Statements as long as the Company continues to be the primary beneficiary of NTP and NTP controls PTNNT.

In addition, we have, through PTNNT, been in discussions to extend our forest use permit (called a “Pinjam Pakai”) for over three years. In 2005, Indonesian governmental authorities reviewed the contractual requirements for extension of the Pinjam Pakai and determined that PTNNT met those requirements. This permit is a key requirement to continue to operate Batu Hijau efficiently, in addition to the ultimate life of the mine and recoverability of reserves. However, the permit extension has not been received as of the date of this report. The resulting delay has adversely impacted Batu Hijau, and may adversely impact future operating and financial results, including deferment or cancellation of future mine development and operations.

57

Africa Operations

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Ahafo		132		134	$	428	$	390	$	119	$	147

					Costs Applicable to
	Gold Ounces Sold(1)				Sales(2)				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Ahafo		276		239	$	413	$	425	$	123	$	138

(1)	Includes incremental start-up ounces of 16 for both the three and six months ended June 30, 2008 related to development of the Awonsu pit.
(2)	Excludes Amortization and Accretion.

Gold ounces sold at Ahafo decreased 1% in the second quarter of 2009 compared to 2008 due to slightly lower mill recovery. Total tons mined increased to 15.2 million tons in the second quarter of 2009 from 14.4 million tons in the second quarter of 2008.

Costs applicable to sales per ounce increased 10% in the second quarter of 2009 compared to 2008 due to less mined waste used in the construction of assets, higher labor, parts and consumables costs, higher contracted services costs and higher power costs, partially offset by lower diesel prices.

Gold ounces sold at Ahafo increased 15% in the first half of 2009 compared to 2008 due to higher mill ore grade and a build in in-process inventory in 2008, partially offset by lower mill throughput and recovery. Total tons mined increased to 30.9 million tons in the first half of 2009 from 28.0 million tons in the first half of 2008.

Costs applicable to sales per ounce decreased 3% in the first half of 2009 compared to 2008 due to higher gold sales and lower diesel prices, partially offset by less mined waste used in the construction of assets, higher labor, contracted services, maintenance and power costs.

We continue to expect gold sales of approximately 500,000 to 525,000 ounces at Costs applicable to sales of approximately $425 to $450 per ounce in 2009.

Foreign Currency Exchange Rates

Our foreign operations sell their gold and copper production based on U.S. dollar metal prices. Approximately 23% and 28%, of our Costs applicable to sales were paid in local currencies during the second quarter of 2009 and 2008, respectively. Approximately 22% and 28% of our Costs applicable to sales were paid in local currencies during the first half of 2009 and 2008, respectively. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations decreased consolidated Costs applicable to sales per ounce by approximately $16 during the second quarter of 2009 as compared to the second quarter of 2008 and by approximately $18 during the first half of 2009 compared to the first half of 2008.

Liquidity and Capital Resources

Cash Provided from Operating Activities

Net cash provided from continuing operations was $886 for the first half of 2009 compared to $971 for the first half of 2008 due to lower realized gold and copper prices, lower gold sales volume partially offset by higher copper sales volume, lower Canadian Oil Sands Trust income, discrete tax benefits in 2008 and Ahafo development start-up revenue in 2008, as discussed above in Consolidated Financial Results, partially offset by income tax refunds received during the first half of 2009.

58

Investing Activities

Net cash used in investing activities of continuing operations was $1,672 during the first half of 2009 compared to $1,234 during the same period of 2008.

Additions to property, plant and mine development were as follows:

	Six Months Ended June 30,
	2009			2008
North America:
Nevada	$	111		$	140
Hope Bay		3			30
La Herradura		19			12
		133			182
South America:
Yanacocha		62			81
Asia Pacific:
Boddington		684			392
Jundee		14			19
Tanami		28			21
Kalgoorlie		2			5
Other		1			—
Waihi		3			19
Batu Hijau		23			54
		755			510
Africa:
Ahafo		23			60
Akyem		1			1
		24			61
Corporate and Other		8			6
Accrual basis		982			840
Change in accrual		(72	)		53
Cash basis	$	910		$	893

Capital expenditures in North America for the first half of 2009 primarily related to sustaining mine development at Nevada. Capital expenditures in South America primarily related to the Conga project, dewatering projects and leach pad development at Yanacocha. The vast majority of capital expenditures in Asia Pacific were for the Boddington project, (which includes 100% of expenditures for 2009) with other sustaining capital expenditures for mine development at Australia and equipment purchases at Batu Hijau. As of June 30, 2009, we have hedged 83% of our expected remaining Australian dollar denominated capital expenditures for 2009 at an average rate of 0.79. Capital expenditures in Africa primarily related to sustaining mine development at Ahafo. We now expect to spend $1,500 to $1,700 on consolidated capital expenditures in 2009 resulting from the later than expected start-up of Boddington, offset by lower capital expenditures throughout the rest of the portfolio.

Capital expenditures in North America during the first half of 2008 were primarily related to the completion of the power plant and sustaining mine development at Nevada. South America capital expenditures were primarily related to construction of the gold mill, development of the Conga project and leach pad expansions at Yanacocha. Capital expenditures in Asia Pacific largely resulted from the continued construction of the Boddington project (66.67% ownership) and for sustaining mine development and construction of a second tailings pipeline at Batu Hijau. Capital expenditures in Africa were mainly as a result of mine equipment purchases, the development of Ahafo North and the Awonsu and Amoma pits and sustaining development at Ahafo.

Investments in and proceeds from sale of marketable debt and equity securities. During the first half of 2009 we recovered $5 primarily from the sale of asset backed commercial paper. During the first half of 2008, we purchased marketable equity securities of Gabriel Resources for $11 and other marketable securities for $6. In the first half of 2008, we received cash of $17 for the sale of shares of marketable equity securities, realizing a gain of $10.

59

Acquisitions. In the first half of 2009, we paid $741 (net of $1 cash acquired) and paid $8 in acquisition costs to acquire the remaining 33.33% interest in Boddington. Consideration for the acquisition also includes $240 payable in cash and/or Newmont common stock, at our option, in December 2009 and a contingent royalty capped at $100, equal to 50% of the average realized operating margin (Revenue less Costs applicable to sales on a by-product basis), if any, exceeding $600 per ounce, payable on one-third of gold sales from Boddington beginning in the second quarter of 2010. The completion of the acquisition in June 2009 brought Newmont’s interest in this project to 100%. Additionally, we paid $11 for a mining property near the La Herradura, Mexico operation in the first half of 2009. During the first half of 2008, we paid $318 to acquire the remaining outstanding common shares of Miramar, resulting in Miramar becoming a wholly-owned subsidiary. The total Miramar purchase price was $1,353.

Financing Activities

Net cash provided from financing activities of continuing operations was $868 and $191 during the first half of 2009 and 2008, respectively.

Proceeds from and repayment of debt, net. During the first half of 2009, we received proceeds from debt of $1,494: $504 net proceeds from the issuance of convertible senior notes due in 2012, $54 from short-term borrowings in Batu Hijau, $10 under the Ahafo project facility and $926 under our $2,000 revolving credit facility. In addition, we repaid $1,668 of debt: $43 for Batu Hijau project financing scheduled debt repayments, $24 related to the sale-leaseback of the refractory ore treatment plant (classified as a capital lease), $1,583 under our $2,000 revolving credit facility and $18 on other credit facilities and other capital leases. At June 30, 2009 we had $100 borrowed under our revolving credit facility. The revolving credit facility is also used to secure the issuance of letters of credit totaling $345, primarily supporting reclamation obligations (see “Off-Balance Sheet Arrangements” below).

Scheduled minimum debt repayments are $134 for the remainder of 2009, $157 in 2010, $334 in 2011, $697 in 2012, $116 in 2013 and $1,593 thereafter. We expect to be able to fund maturities of debt from Net cash provided by operating activities, short-term investments, existing cash balances and available credit facilities.

At June 30, 2009, we were in compliance with all required debt covenants and other restrictions related to debt agreements.

Dividends paid to noncontrolling interests. We paid dividends of $112 and $147 to noncontrolling interests in subsidiaries during the first half of 2009 and 2008, respectively.

Dividends paid to common stockholders. We declared regular quarterly dividends totaling $0.20 per common share through each of the six months ended June 30, 2009 and June 30, 2008. Additionally, Newmont Mining Corporation of Canada Limited, a subsidiary of the Company, declared regular quarterly dividends on its exchangeable shares totaling C$0.2461 per share through June 30, 2009 and C$0.2022 through June 30, 2008. We paid dividends of $98 and $91 to common stockholders in the first half of 2009 and 2008, respectively.

Proceeds from stock issuance. We received proceeds of $1,247 and $24 during the first half of 2009 and 2008, respectively, from the issuance of common stock. In February 2009 we completed a public offering of 34,500,000 shares of common stock at a price of $37 per share for net proceeds of $1,234.

Discontinued Operations

Net operating cash provided by (used in) discontinued operations was $8 and $(107) in the first half of 2009 and 2008, respectively. During the first half of 2008, we made tax payments of $137 related to the royalty portfolio sale.

Net cash used in investing activities of discontinued operations was $nil and $10 in the first half of 2009 and 2008, respectively. Cash used in investing activities of discontinued operations in 2008 included payment of accrued costs related to the royalty portfolio sale ($11) and capital expenditures at Kori Kollo ($4), partially offset by proceeds from the sale of Pajingo assets ($5).

Net cash used in financing activities of discontinued operations during the first half of 2009 and 2008 were for scheduled debt payments at Kori Kollo.

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Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements: operating leases (as discussed in Note 30 to the Consolidated Financial Statements in our Annual Report on Form 10-K/A for the year ended December 31, 2008, filed on June 8, 2009) and $851 of outstanding letters of credit, surety bonds and bank guarantees. We also provide a contingent support line of credit to PT Newmont Nusa Tenggara of which our pro-rata share is $11. We have sales agreements to sell copper concentrates at market prices as follows, in thousands of tons:

	2009		2010		2011		2012		2013		Thereafter
Batu Hijau		479		779		670		651		639		231
Boddington		61		220		226		226		160		551
Nevada		48		50		46		—		—		—
		588		1,049		942		877		799		782

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. We conduct our operations so as to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. At June 30, 2009 and December 31, 2008, $619 and $594, respectively, were accrued for reclamation costs relating to currently producing mineral properties.

In addition, we are involved in several matters concerning environmental obligations associated with former mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. We believe that the related environmental obligations associated with these sites are similar in nature with respect to the development of remediation plans, their risk profile and the compliance required to meet general environmental standards. Based upon our best estimate of our liability for these matters, $157 and $163 were accrued for such obligations at June 30, 2009 and December 31, 2008, respectively. Depending upon the ultimate resolution of these matters, we believe that it is reasonably possible that the liability for these matters could be as much as 131% greater or 8% lower than the amount accrued at June 30, 2009. The amounts accrued for these matters are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are charged to Other expense, net in the period estimates are revised.

For more information on the Company’s reclamation and remediation liabilities, see Notes 23 and 27 to the Consolidated Financial Statements.

During the first half of 2009 and 2008, capital expenditures were approximately $85 and $82, respectively, to comply with environmental regulations. Ongoing costs to comply with environmental regulations have not been a significant component of operating costs.

Newmont spent $8 and $6, respectively, during the first half of 2009 and 2008 for environmental obligations related to the former, primarily historic, mining activities discussed in Note 23 to the Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

Subsequent Events

In May 2009, the FASB issued FASB Statement No. 165 “Subsequent Events” (“FAS 165”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. We adopted the provisions of FAS 165 for our interim period ended June 30, 2009. The adoption of FAS 165 had no impact on our consolidated financial position, results of operations or cash flows.

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Post-Retirement Benefit Plan

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Post-Retirement Benefit Plan Assets” (“FSP FAS 132(R)-1”), which amends FASB Statement No. 132 “Employers’ Disclosures about Pensions and Other Post-Retirement Benefits” (“FAS 132”), to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other post-retirement plan. The objective of FSP FAS 132(R)-1 is to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. We adopted the provisions of FSP FAS 132(R)-1 on January 1, 2009. The provisions of this FSP are not required for earlier periods that are presented for comparative purposes.

Equity Method Investment

In November 2008, the Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”), which clarifies the accounting for certain transactions and impairment considerations involving equity method investments. The intent of EITF 08-6 is to provide guidance on (i) determining the initial measurement of an equity method investment, (ii) recognizing other-than-temporary impairments of an equity method investment and (iii) accounting for an equity method investee’s issuance of shares. EITF 08-6 was effective for our fiscal year beginning January 1, 2009 and has been applied prospectively. The adoption of EITF 08-6 had no impact on our consolidated financial position or results of operations.

Equity-Linked Financial Instruments

In June 2008, the EITF reached consensus on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”). EITF 07-5 was effective for our fiscal year beginning January 1, 2009. The adoption of EITF 07-5 had no impact on our consolidated financial position or results of operations.

Accounting for Convertible Debt Instruments

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FAS 133. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component is reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 requires retrospective application to all periods presented.

During July 2007, we completed an offering of $1,150 convertible senior notes due 2014 and 2017, each in the amount of $575. The 2014 notes, maturing on July 15, 2014, pay interest semi-annually at a rate of 1.25% per annum, and the 2017 notes, maturing on July 15, 2017, pay interest semi-annually at a rate of 1.625% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.21 per share of common stock (24,887,956 shares of common stock). In connection with the convertible senior notes offering, we entered into convertible note hedge transactions and warrant transactions (“Call Spread Transactions”). The Call Spread Transactions included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.21 was effectively increased to $60.27. As of June 30, 2009, the if-converted value did not exceed the principal amounts.

During February 2009, we completed an offering of $518 convertible senior notes due on February 15, 2012. The notes will pay interest semi-annually at a rate of 3.00% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.25 per share of common stock (11,189,189 shares of common stock). As of June 30, 2009, the if-converted value did not exceed the principal amount.

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We have recorded the following in the Consolidated Balance Sheets related to the convertible senior notes:

	At June 30, 2009									At December 31, 2008
	Convertible Senior Notes Due									Convertible Senior Notes Due
	2012			2014			2017			2012		2014			2017
Additional paid-in capital	$	46		$	97		$	123		$	—	$	97		$	123
Principal amount	$	518		$	575		$	575		$	—	$	575		$	575
Unamortized debt discount		(66	)		(117	)		(166	)		—		(127	)		(174	)
Net carrying amount	$	452		$	458		$	409		$	—	$	448		$	401

As a result of adopting FSP APB 14-1, the effective interest rates increased by approximately 5 percentage points to 8.5%, 6.0% and 6.25% for the 2012, 2014 and 2017 notes, respectively, for the non-cash amortization of the debt discount over the lives of the notes. Interest expense was increased by $8 which decreased our Income from continuing operations and Net income by $6 ($0.01 per share) for the three months ended June 30, 2008. Interest expense was increased by $16 which decreased our Income from continuing operations and Net income by $11 ($0.02 per share) for the six months ended June 30, 2008. Had FSP APB 14-1 been effective in 2008, we would have paid our fourth quarter 2008 dividends out of Additional paid-in capital rather than Retained earnings; therefore, we made the reclassification in 2009. Cash flows from operations were not impacted by the adoption of FSP APB 14-1. The impact on our 2009 opening balance in Retained earnings was as follows:

	At December 31,
	2008
Balance before application of FSP APB 14-1	$	7
Impact of adoption of FSP APB 14-1		(31	)
Reclassification of dividends to Additional paid-in capital		28
Balance after application of FSP APB 14-1	$	4

Following adoption and the issuance of the 2012 convertible senior notes in February 2009, we will amortize $375 ($244 net of tax) of debt discount over the lives of our convertible senior notes. For the three months ended June 30, 2009, we recorded $8 and $15 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. For the six months ended June 30, 2009, we recorded $14 and $26 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. The remaining unamortized debt discount will be amortized over the remaining 3, 5 and 8 year periods of the 2012, 2014 and 2017 convertible senior notes, respectively.

Accounting for the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”). FSP FAS 142-3 was effective for our fiscal year beginning January 1, 2009 and has been applied prospectively to intangible assets acquired after the effective date. The adoption of FSP FAS 142-3 had no impact on our consolidated financial position, results of operations or cash flows.

Derivative Instruments

In March 2008, the FASB issued FASB Statement No. 161, “Disclosure about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”) which provides revised guidance for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under FAS 133, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows. We adopted the provisions of FAS 161 on January 1, 2009. The adoption of FAS 161 had no impact on our consolidated financial position, results of operations or cash flows. See Note 16 for our derivative instruments disclosure.

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Business Combinations

In December 2007, the FASB issued FAS 141(R) which replaces FAS 141, and provides new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. FAS 141(R) also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We adopted the provisions of FAS 141(R) on January 1, 2009 and applied them to the acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”), which amends and clarifies FAS 141(R). The intent of FSP FAS 141(R)-1 is to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of FSP FAS 141(R)-1 did not have any impact on the Company’s acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

Noncontrolling Interests

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which establishes accounting and reporting standards pertaining to (i) ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interest”), (ii) the amount of net income attributable to the parent and to the noncontrolling interest, (iii) changes in a parent’s ownership interest, and (iv) the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. For presentation and disclosure purposes, FAS 160 requires noncontrolling interests to be classified as a separate component of stockholders’ equity. We adopted the provisions of FAS 160 on January 1, 2009. Except for presentation changes, the adoption of FAS 160 had no impact on our consolidated financial position, results of operations or cash flows.

Fair Value Accounting

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. We adopted the provisions of FAS 157 for assets and liabilities measured at fair value on a recurring basis on January 1, 2008. In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. We adopted the provisions of FSP FAS 157-2 for our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis on January 1, 2009. Refer to Note 15 for further details regarding our assets and liabilities measured at fair value.

In April 2009, the FASB issued Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly. In April 2009, the FASB issued Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), which: i) clarifies the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired, ii) provides guidance on the amount of an other-than-temporary impairment recognized in earnings and other comprehensive income and iii) expands the disclosures required for other-than-temporary impairments for debt and equity securities. Also in April 2009, the FASB issued Staff Position No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. Adoption of these Staff Positions is required for our interim reporting period beginning April 1, 2009 with early adoption permitted. We adopted the provisions of FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2, and FSP FAS 107-1 and APB 28-1 for the interim period ended March 31, 2009. Refer to Note 15 for further details regarding our assets and liabilities measured at fair value.

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Recently Issued Accounting Pronouncements

The Accounting Standards Codification

In June 2009, the FASB issued FASB Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“FAS 168” or “the Codification”). FAS 168 will become the source of authoritative U.S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. FAS 168 is effective for our interim quarterly period beginning July 1, 2009. We do not expect the adoption of FAS 168 to have an impact on our consolidated financial position, results of operations or cash flows.

Variable Interest Entities

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”), which requires an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in a variable interest entity (“VIE”). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics: i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE. FAS 167 also amends FIN 46(R) to require ongoing reassessments of the primary beneficiary of a VIE. The provisions of FAS 167 are effective for our fiscal year beginning January 1, 2010. We currently account for Nusa Tenggara Partnership (“NTP”) as a VIE and are evaluating the potential impact of adopting this statement on our consolidated financial position, results of operations and cash flows.

Safe Harbor Statement

Certain statements contained in this report (including information incorporated by reference) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided for under these sections. Our forward-looking statements include, without limitation: (a) statements regarding future earnings, and the sensitivity of earnings to gold and other metal prices; (b) estimates of future mineral production and sales for specific operations and on a consolidated basis; (c) estimates of future production costs and other expenses, for specific operations and on a consolidated basis; (d) estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices; (e) estimates of future capital expenditures and other cash needs for specific operations and on a consolidated basis and expectations as to the funding thereof; (f) statements as to the projected development of certain ore deposits, including estimates of development and other capital costs, financing plans for these deposits, and expected production commencement dates; (g) estimates of future costs and other liabilities for certain environmental matters; (h) estimates of reserves, and statements regarding future exploration results and reserve replacement; (i) statements regarding modifications to hedge positions; (j) statements regarding future transactions relating to portfolio management or rationalization efforts; and (k) projected synergies and costs associated with acquisitions and related matters.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from such forward-looking statements (“cautionary statements”) are disclosed under “Risk Factors” in the Newmont Annual Report on Form 10-K for the year ended December 31, 2008, as well as in other filings with the Securities and Exchange Commission. Many of these factors are beyond Newmont’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements. Newmont disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(dollars in millions, except per ounce and per pound amounts).

Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the U.S. dollar; and global mine production levels. Changes in the market price of copper also affect our profitability and cash flow. Copper is traded on established international exchanges and copper prices generally reflect market supply and demand, but can also be influenced by speculative trading in the commodity or by currency exchange rates.

Cash Flow Hedges

Foreign Currency Contracts

We entered into a series of foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in currency rates. We entered into IDR/$ forward purchase contracts to hedge up to 80% of our IDR denominated operating expenditures which results in a blended IDR/$ rate realized each period. The hedges are forward purchase contracts with expiration dates ranging up to one year from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period IDR/$ rates. For the three months ended June 30, 2009 and 2008, the IDR/$ forward purchase contracts had no impact on Batu Hijau Costs applicable to sales. For the six months ended June 30, 2009 and 2008, the IDR/$ forward purchase contracts increased Batu Hijau Costs applicable to sales by $2 and reduced Batu Hijau Costs applicable to sales by $1, respectively. As of June 30, 2009, we have hedged 45% of our expected remaining 2009 IDR operating expenditures.

We implemented a multi-year layered program to hedge up to 85% of our A$ denominated operating expenditures with forward contracts that have expiration dates ranging up to three years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ rates. Each month, fixed forward contracts are obtained to hedge 1/36^th of the forecasted monthly A$ operating cost exposure in the rolling three-year hedge period resulting in a blended $/A$ rate realized. For the three months ended June 30, 2009 and 2008, the A$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $9 and reduced Australia/New Zealand Costs applicable to sales by $4, respectively. For the six months ended June 30, 2009 and 2008, the A$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $25 and reduced Australia/New Zealand Costs applicable to sales by $5, respectively. As of June 30, 2009, we have hedged 77% of our expected remaining 2009 A$ operating expenditures, and 53%, 27% and 7% of our expected 2010, 2011 and 2012 A$ operating expenditures, respectively.

We implemented a multi-year layered program to hedge up to 75% of our NZ$ denominated operating expenditures with forward contracts that have expiration dates ranging up to two years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/NZ$ rates. Each month, fixed forward contracts are obtained to hedge 1/24^th of the forecasted monthly NZ$ operating cost exposure in the rolling two-year hedge period resulting in a blended $/NZ$ rate realized. For the three months ended June 30, 2009 and 2008, the NZ$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $1 and $nil, respectively. For the six months ended June 30, 2009 and 2008, the NZ$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $3 and $nil, respectively. As of June 30, 2009, we have hedged 63% of our expected remaining 2009 NZ$ operating expenditures, and 32% and 7% of our expected 2010 and 2011 NZ$ operating expenditures, respectively.

We implemented a program to hedge up to 95% of our A$ denominated capital expenditures related to the construction of Boddington. The program consists of a series of fixed forward contracts with expiration dates ranging up to one year from the date of issue. The realized gains and losses associated with the capital expenditure hedge program will impact Amortization during future periods in which the Boddington assets are placed into service. As of June 30, 2009, we have hedged 83% of our expected remaining A$ denominated Boddington capital expenditures.

All of the foreign currency contracts were designated as cash flow hedges, and as such, the effective portion of unrealized changes in market value have been recorded in Accumulated other comprehensive income (loss) and are recorded in earnings during the period in which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings.

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We had the following foreign currency derivative contracts outstanding at June 30, 2009:

									Total/
	2009		2010		2011		2012		Average
IDR Forward Purchase Contracts:
$(millions)	$	26	$	—	$	—	$	—	$	26
Average rate (IDR/$)		10,717		—		—		—		10,717
IDR notional (millions)		278,644		—		—		—		278,644
A$ Operating Forward Purchase Contracts:
$(millions)	$	223	$	413	$	200	$	24	$	860
Average rate ($/A$)		0.77		0.75		0.70		0.68		0.74
A$ notional (millions)		290		550		284		36		1,160
NZ$ Operating Forward Purchase Contracts:
$(millions)	$	20	$	19	$	1	$	—	$	40
Average rate ($/NZ$)		0.63		0.59		0.54		—		0.61
NZ$ notional (millions)		32		32		3		—		67
A$ Boddington Capital Forward Purchase Contracts:
$(millions)	$	156	$	—	$	—	$	—	$	156
Average rate ($/A$)		0.79		—		—		—		0.79
A$ notional (millions)		197		—		—		—		197

Diesel Fixed Forward Contracts

We implemented a program to hedge up to 66% of our operating cost exposure related to diesel prices of fuel consumed at its Nevada operations to reduce the variability in the diesel prices realized. The program consists of a series of financially settled fixed forward contracts with expiration dates of up to two years from the date of issue. For the three months ended June 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $4 and $nil, respectively. For the six months ended June 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $11 and $nil, respectively. The contracts have been designated as cash flow hedges of future diesel purchases, and as such, the effective portion of unrealized changes in the market value have been recorded in Accumulated other comprehensive income (loss) and are recorded in earnings during the period in which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings. As of June 30, 2009, we have hedged 56% of our expected remaining 2009 Nevada diesel expenditures, and 24% and 10% of our expected 2010 and 2011 Nevada diesel expenditures, respectively.

We had the following diesel derivative contracts outstanding at June 30, 2009:

	Expected Maturity Date
							Total/
	2009		2010		2011		Average
Diesel Forward Purchase Contracts:
$(millions)	$	22	$	19	$	4	$	45
Average rate ($/gallon)		1.90		1.84		2.00		1.88
Diesel gallons (millions)		12		10		2		24

Fair Value Hedges

Interest Rate Swap Contracts

At June 30, 2009, we had $100 fixed to floating swap contracts designated as a hedge against a portion of our 8 5/8% debentures. The interest rate swap contracts were transacted to provide balance to our mix of fixed and floating rate debt. Under the hedge contract terms, we receive fixed-rate interest payments at 8.625% and pay floating-rate interest amounts based on periodic London Interbank Offered Rate (“LIBOR”) settings plus a spread, ranging from 2.60% to 3.49%. The interest rate swap contracts were designated as fair value hedges, and as such, changes in fair value have been recorded in income in each period, consistent with recording changes to the mark-to-market value of the underlying hedged liability in income. Changes in the mark-to-market value of the effective portion of the interest rate swap contracts are recognized as a component of Interest expense, net. The hedge contracts decreased Interest expense, net by $1 and $1 for the three months ended June 30, 2009 and 2008, respectively, and decreased Interest expense, net by $2 and $1 for the six months ended June 30, 2009 and 2008, respectively. For the three months ended June 30, 2009 and 2008, losses of $1 and $3, respectively, were included in Other income, net of the ineffective portion of derivative instruments designated as fair value hedges. For the six months ended June 30, 2009 and 2008, losses of $1 and $nil, respectively, were included in Other income, net of the ineffective portion of derivative instruments designated as fair value hedges.

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Derivative Instrument Fair Values

We had the following derivative instruments designated as hedges under FAS 133 with fair values at June 30, 2009 and December 31, 2008:

	Fair Values of Derivative Instruments
	At June 30, 2009
	Other		Other		Other		Other
	Current		Long-Term		Current		Long-Term
	Assets		Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
IDR operating forward purchase contracts	$	1	$	—	$	—	$	—
NZ$ operating forward contracts		2		1		1		—
A$ forward purchase contracts		26		28		2		2
Diesel forward contracts		3		1		2		—
Interest rate swap contracts		2		5		—		—
Total derivative instruments	$	34	$	35	$	5	$	2

	Fair Values of Derivative Instruments
	At December 31, 2008
	Other		Other		Other		Other
	Current		Long-Term		Current		Long-Term
	Assets		Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
IDR operating forward purchase contracts	$	—	$	—	$	4	$	—
NZ$ operating forward contracts		—		—		5		1
A$ forward purchase contracts		3		1		87		42
A$ call option contracts		1		—		—		—
Diesel forward contracts		—		—		15		—
Interest rate swap contracts		2		7		—		—
Total derivative instruments	$	6	$	8	$	111	$	43

The following tables show the location and amount of (losses) gains reported in our Consolidated Financial Statements related to our cash flow and fair value hedges and the gains (losses) recorded for the hedged item related to the fair value hedges.

	Foreign Currency
	Exchange Contracts					Diesel Forward Contracts
	2009			2008		2009			2008
For the three months ended June 30,
Cash flow hedging relationships:
Gain recognized in other comprehensive income (effective portion)	$	142		$	48	$	7		$	2
(Loss) gain reclassified from Accumulated other comprehensive income into income (effective portion) (1)		(9	)		4		(4	)		—
	$	133		$	52	$	3		$	2
For the six months ended June 30,
Gain recognized in other comprehensive income (effective portion)	$	118		$	74	$	4		$	2
(Loss) gain reclassified from Accumulated other comprehensive income into income (effective portion) (1)		(30	)		6		(11	)		—
	$	88		$	80	$	(7	)	$	2

⁽¹⁾ The (loss) gain for the effective portion of cash flow hedges reclassified from Accumulated other comprehensive income (loss) is recorded in Costs applicable to sales.

The amount to be reclassified from Accumulated other comprehensive income (loss), net of tax to income for derivative instruments during the next 12 months is a gain of approximately $22.

68

	Interest Rate						8 5/8% Debentures
	Swap Contracts						(Hedged Portion)
	2009			2008			2009			2008
For the three months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	1		$	1		$	—		$	(1	)
(Loss) gain recognized in income (ineffective portion) (2)		(1	)		(3	)		(2	)		2
	$	—		$	(2	)	$	(2	)	$	1
For the six months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	2		$	1		$	(1	)	$	(1	)
(Loss) gain recognized in income (ineffective portion) (2)		(1	)		—			(3	)		2
	$	1		$	1		$	(4	)	$	1

(1)	The gain (loss) recognized for the effective portion of fair value hedges and the underlying hedged debt is included in Interest expense, net.
(2)	The ineffective portion recognized for fair value hedges and the underlying hedged debt is included in Other income, net.

Provisional Copper and Gold Sales

LME copper prices averaged $2.12 per pound during the three months ended June 30, 2009, compared with our recorded average provisional price of $2.11 per pound before mark-to-market gains and treatment and refining charges. LME copper prices averaged $1.84 per pound during the six months ended June 30, 2009, compared with our recorded average provisional price of $1.88 per pound before mark-to-market gains and treatment and refining charges. The applicable forward copper price at the end of the quarter was $2.25 per pound. During the three months ended June 30, 2009, increasing copper prices resulted in a provisional pricing mark-to-market gain of $35 ($0.33 per pound). During the six months ended June 30, 2009, changes in copper prices resulted in a provisional pricing mark-to-market gain of $64 ($0.32 per pound). At June 30, 2009, we had copper sales of 109 million pounds priced at an average of $2.25 per pound, subject to final pricing over the next several months.

The average London P.M. fix was $922 per ounce during the three months ended June 30, 2009, compared with our recorded average provisional price of $920 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. fix was $915 per ounce during the six months ended June 30, 2009, compared with our recorded average provisional price of $923 per ounce before mark-to-market gains and treatment and refining charges. The applicable forward gold price at the end of the quarter was $927 per ounce. During the three months ended June 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $nil. During the six months ended June 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $1 ($nil per ounce). At June 30, 2009, we had gold sales of 71,000 ounces priced at an average of $927 per ounce, subject to final pricing over the next several months.

ITEM 4. CONTROLS AND PROCEDURES.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in its reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

69

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 27 to the Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES.

						(c)		(d)
	(a)					Total Number of		Maximum Number (or
	Total			(b)		Shares Purchased as		Approximate Dollar Value) of
	Number			Average		Part of Publicly		Shares that may yet be
	of Shares			Price Paid		Announced Plans or		Purchased under the Plans or
Period	Purchased			Per Share		Programs		Programs
April 1, 2009 through April 30, 2009		—			—		—		N/A
May 1, 2009 through May 31, 2009		70	(1)	$	39.95		—		N/A
June 1, 2009 through June 30, 2009		—			—		—		N/A

⁽¹⁾ Represents shares delivered to the Company from restricted stock units held by a Company employee upon vesting for purpose of covering the recipient’s tax withholding obligations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following matters were voted upon at the annual meeting of stockholders held on April 29, 2009:

1.	Elect directors,
2.	Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Newmont’s independent auditors for 2009,
3.	Consider and act upon a Stockholder Proposal to approve Special Stockholder Meetings, giving holders of 10% of the Company’s outstanding common stock the power to call special stockholder meetings, and
4.	Consider and act upon a Stockholder Proposal to approve Majority Voting for the Election of Directors in a Non-Contested Election.

All matters voted on at the annual meeting were approved, except Proposals No. 3 and 4 were defeated. The voting results were as follows:

Proposal #1 — Election of Directors.

Name	Votes For		Votes Withheld
Glen A. Barton		385,308,115		6,281,606
Vincent. A. Calarco		364,147,500		27,442,221
Joseph A. Carrabba		385,744,274		5,845,447
Noreen Doyle		367,694,910		23,894,811
Veronica M. Hagen		384,513,370		7,076,351
Michael S. Hamson		339,593,798		51,995,923
Robert J. Miller		336,660,953		54,928,768
Richard T. O’Brien		382,800,725		8,788,996
John B. Prescott		339,111,379		52,478,342
Donald C. Roth		385,336,811		6,252,910
James V. Taranik		333,248,606		58,341,115
Simon R. Thompson		387,974,436		3,615,285

70

Proposal #2 — Ratification of Auditors.

Votes For	388,276,440
Votes Against	2,856,291
Abstentions	456,990

Proposal #3 — Stockholder Proposal — Special Stockholders Meeting.

Votes For	161,829,487
Votes Against	183,781,842
Abstentions	950,998
Broker Non-Votes	45,027,394

Proposal #4 — Stockholder Proposal — Majority Vote.

Votes For	162,177,494
Votes Against	183,603,892
Abstentions	780,991
Broker Non-Votes	45,027,344

There were no broker non-votes included in the results of the election of directors or the ratification of auditors.

ITEM 5. OTHER MATTERS.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2009 the Company adopted the 2009 Senior Executive Compensation Program, covering the Chief Executive Officer, the Chief Financial Officer and certain other senior executives of the Company. Under this program, these senior executives are eligible for the award of financial performance shares. The target number of shares for each executive is determined by dividing a percentage of base salary by the average closing share price of the December prior to the performance year. Annual corporate performance metrics determine the percentage of the target shares that will be awarded at the end of the performance year, with vesting occurring over the three-year period beginning in the performance year. Senior executives are also eligible for a cash bonus based upon corporate performance metrics and, at the discretion of the Company’s Compensation Committee, a cash bonus for achievement of strategic objectives.

The foregoing summary of the Senior Executive Compensation Program is qualified in its entirety by reference to the complete text of the Senior Executive Compensation Program description, which is filed herewith as Exhibit 10.3 and incorporated by reference herein.

Item 5.03 Amendment to Articles or Bylaws; Change in Fiscal Year.

On July 22, 2009, the Company filed a Certificate of Elimination with the Secretary of State of Delaware eliminating the Certificate of Designations with respect to the Company’s $3.25 Convertible Preferred Stock (the “Convertible Preferred Stock”), which had been issued in connection with our merger with Battle Mountain Gold Company in 2001. In 2002, all of the shares of the Convertible Preferred Stock were redeemed by the Company and no shares of Convertible Preferred Stock are currently outstanding. A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Quarterly Report and incorporated by reference herein.

ITEM 6. EXHIBITS.

(a) The exhibits to this report are listed in the Exhibit Index.

71

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Newmont Mining Corporation (Registrant)
Date: July 23, 2009	/s/ RUSSELL BALL
	Russell Ball
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: July 23, 2009	/s/ ROGER P. JOHNSON
	Roger P. Johnson
	Vice President and Chief Accounting Officer (Principal Accounting Officer)

S-1

NEWMONT MINING CORPORATION

EXHIBIT INDEX

Exhibit
Number		Description
	3.1	Certificate of Elimination of $3.25 Convertible Preferred Stock of Registrant, filed herewith.
	10.1	Annual Incentive Compensation Program of Registrant, as amended and restated effective January 1, 2009, filed herewith.
	10.2	Employee Performance Incentive Compensation Program of Registrant, effective and restated January 1, 2009, filed herewith.
	10.3	Senior Executive Compensation Program effective January 1, 2009, filed herewith.
	10.4	Retention and Transition Agreement effective July 22, 2009, between Newmont USA Limited and Brant Hinze, filed herewith.
	12.1	Computation of Ratio of Earnings to Fixed Charges, filed herewith.
	31.1	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.
	31.2	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer, filed herewith.
	32.1	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer, filed herewith.(1)
	32.2	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Chief Financial Officer, filed herewith.(1)
	101	The following materials from the Quarterly Report on Form 10-Q of Newmont Mining Corporation for the three and six months ended June 30, 2009, filed on July, 23, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) document and entity information, and (v) related notes to these financial statements tagged as blocks of text. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL document is unaudited and these are not the officially publicly filed financial statements of Newmont Mining Corporation. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in this Exhibit 101 shall not be deemed “filed” for the purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by the specific reference in such filing.

⁽¹⁾ This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

$3.25 CONVERTIBLE PREFERRED STOCK

OF

NEWMONT MINING CORPORATION

(Pursuant to Section 151 of the Delaware General Corporation Law)

Newmont Mining Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: Pursuant to the authority granted to and vested in the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors previously adopted resolutions creating and authorizing the issuance of 2,300,000 shares of $3.25 Convertible Preferred Stock, par value $5.00 per share (the “Convertible Preferred Stock”), in accordance with the provisions of the Certificate of Designations governing the Convertible Preferred Stock (the “Convertible Preferred Certificate of Designations”) as filed with the Secretary of State of the State of Delaware on February 15, 2002.

SECOND: The Corporation redeemed all of the issued and outstanding shares of the Convertible Preferred Stock, and none of the authorized shares of the Convertible Preferred Stock are outstanding and none will be issued subject to the Convertible Preferred Certificate of Designations.

THIRD: The following resolutions relating to the Corporation’s Convertible Preferred Stock were adopted pursuant to the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”) by the Board of Directors of the Corporation on July 22, 2009:

WHEREAS, none of the authorized shares of the Corporation’s Convertible Preferred Stock are outstanding, and none will be issued pursuant to that certain Certificate of Designations of $3.25 Convertible Preferred Stock of the Corporation filed with the Secretary of State of the State of Delaware; and

WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation and its stockholders to eliminate the $3.25 Convertible Preferred Stock from the Corporation’s Certificate of Incorporation.

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers are, and any one of them is, hereby authorized and directed to prepare and file with the Secretary of State of the State of Delaware a Certificate of Elimination of $3.25 Convertible Preferred Stock containing these resolutions with the effect under the General Corporation Law of the State of Delaware of eliminating from the Certificate of Incorporation of the Corporation all matters set forth in the Certificate of Designations with respect to the $3.25 Convertible Preferred Stock; and it is further

RESOLVED, that the Authorized Officers are, or any one of them is, hereby authorized to file, execute, verify, acknowledge and deliver any and all notices, certificates, agreements, instruments, resolutions and other documents, and to perform and do or cause to be performed or done any and all such acts or things, and to pay or cause to be paid all necessary fees and expenses, in each case in the name and on behalf of the Corporation, as they or any of them may deem necessary or advisable to effectuate or carry out the intent and purposes of the foregoing resolutions; and it is further

RESOLVED, that all actions heretofore taken by any Authorized Officer in connection with the foregoing resolutions be, and each of the same hereby is, approved in all respects as the act and deed of the Corporation.

FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Convertible Preferred Stock in the Certificate of Incorporation of the Corporation are hereby eliminated.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized officer this 22nd day of July, 2009.

NEWMONT MINING CORPORATION
By:	/s/ Jeffrey K. Reeser
	Name:	Jeffrey K. Reeser
	Title:	Vice President and Secretary

2

EX-10.1

Exhibit 10.1

NEWMONT
ANNUAL INCENTIVE COMPENSATION PROGRAM

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

	PAGE
SECTION I-DEFINITIONS		2-6
SECTION II-ELIGIBILITY		6
SECTION III-CORPORATE PERFORMANCE BONUS		7-9
SECTION IV-PERSONAL PERFORMANCE BONUS		9
SECTION V-PAYMENT OF BONUS		10
SECTION VI-CHANGE OF CONTROL		10-11
SECTION VII-GENERAL PROVISIONS		11-12

NEWMONT
ANNUAL INCENTIVE COMPENSATION PROGRAM

(Effective as of January 1, 2009)

PURPOSE

The purpose of this program is to provide to those employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

This program is intended to be a program described in Department of Labor Regulation Section 2510.3-1(b) and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.

SECTION I-DEFINITIONS

1.1 “Affiliated Entity(ies)” means any corporation or other entity, now or hereafter formed, that is or shall become affiliated with Newmont Mining, either directly or indirectly, through stock ownership or control, and which is (a) included in the controlled group of corporations (within the meaning of Code Section 1563(a) without regard to Code Section 1563(a)(4) and Code Section 1563(e)(3)(C)) in which Newmont Mining is also included and (b) included in the group of entities (whether or not incorporated) under common control (within the meaning of Code Section 414(c)) in which Newmont Mining is also included.

1.2 “Board” means the Board of Directors of Newmont Mining or its delegate.

1.3 “Bonus Eligible Earnings” means the total base salary and regular earnings (collectively, “regular earnings”) of the Employee during the calendar year. If an Employee is absent from work because of a work-related injury, the Employee’s “Bonus Eligible Earnings” will be determined by his actual gross base earnings during the calendar year. In the case of a Terminated Eligible Employee who is Disabled, “Bonus Eligible Earnings” will be determined by his actual gross base earnings, including short-term disability pay received during the calendar year, but excluding pay from any other source. If an Employee dies during the calendar year, the “Bonus Eligible Earnings” for such Terminated Eligible Employee will be determined by his actual gross base earnings. If an Employee is on active military duty during a calendar year, the “Bonus Eligible Earnings” will be determined by his actual gross base earnings during the calendar year, exclusive of any government military pay. If an Employee does not receive a W-2, his “Bonus Eligible Earnings” shall be determined on the basis of his actual gross base earnings for the calendar year, or portion thereof, as shown on the payroll records of Newmont Mining or the Participating Employer. In all cases, an Employee’s “Bonus Eligible Earnings” shall be computed before reduction for pre-tax contributions to an employee benefit plan of Newmont Mining pursuant to Section 401(k) or Section 125 of the Code. In the event of a Change of Control, the Bonus Eligible Earnings of each eligible Employee shall be equal to such Employee’s base salary, on an annualized basis, as of the date immediately preceding the Change of Control and, in the case of a Terminated Eligible Employee, such Employee’s base salary for the calendar year through the date of termination of employment.

1

1.4 “Change of Control” means the occurrence of any of the following events:

(i) The acquisition in one or a series of transactions by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of Newmont Mining (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of Newmont Mining entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from Newmont Mining other than an acquisition by virtue of the exercise of a conversion privilege, unless the security being so converted was itself acquired directly from Newmont Mining, (B) any acquisition by Newmont Mining, (C) any acquisition by any employee benefits plan (or related trust) sponsored or maintained by Newmont Mining or any corporation controlled by Newmont Mining or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or

(ii) Individuals who, as of the Effective Date, constitute the Board of Directors of Newmont Mining (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of Newmont Mining; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Newmont Mining’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Newmont Mining; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Newmont Mining or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business

2

Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns Newmont Mining or all or substantially all of Newmont Mining’s assets either directly or through one or more subsidiaries (a “Parent Company”)) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person or entity (excluding Newmont Mining, any corporation resulting from such Business Combination, any employee benefits plan (or related trust) of Newmont Mining or its Affiliate or any corporation resulting from such Business Combination or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, such Parent Company) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, unless such ownership resulted solely from ownership of securities of Newmont Mining, prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, of the Parent Company) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Newmont Mining, providing for such Business Combination; or

(iv) Approval by the stockholders of Newmont Mining of a complete liquidation or dissolution of Newmont Mining.

1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.6 “Compensation Committee” means the Compensation Committee of the Board of Directors of Newmont Mining.

1.7 “Consolidated Capital Expenditures” means Newmont Mining’s total capital expenditures on an accrual basis measured against target capital expenditures on an accrual basis, adjusted from time to time as approved by the Board.

1.8 “Consolidated Costs Applicable to Sales — Gold” means audited, US GAAP consolidated costs applicable to sales for gold (per ounce calculation), measured against the target consolidated costs applicable to sales for gold (per ounce calculation) per the approved business plan, and as adjusted from time to time as approved by the Board.

1.9 “Corporate Performance Bonus” means the bonus payable to an Employee pursuant to Section III.

3

1.10 “Disability” means a condition such that the salaried Employee has terminated employment with Newmont Mining or Affiliated Entities with a disability and has begun receiving benefits from the Long Term Disability Plan of Newmont Mining (or Affiliated Entity) or a successor plan.

1.11 “Equity Ounces Sold — Gold” means the reported equity ounces of gold sold for the applicable calendar year, measured against the target equity ounces of gold sold per the approved business plan, and as adjusted from time to time as approved by the Board.

1.12 “Economic Performance Driver” means Consolidated Capital Expenditures, Consolidated Costs Applicable to Sales — Gold, Equity Ounces Sold — Gold, and Reserve and NRM Additions.

1.13 “Employee” means an employee of Newmont Mining or an Affiliated Entity who satisfied the conditions for this program and who is not (a) an individual who performs services for Newmont Mining or an Affiliated Entity under an agreement, contract or arrangement (which may be written or oral) between the employer and the individual or with any other organization that provides the services of the individual to the Employer pursuant to which the individual is initially classified or treated as an independent contractor or whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to Code § 3401, or who is otherwise treated as an employee of an entity other than Newmont Mining or an Affiliated Entity, irrespective of whether he or she is treated as an employee of Newmont Mining or an Affiliated Entity under common-law employment principles or pursuant to the provisions of Code § 414(m), 414(n) or 414(o), even if the individual is subsequently reclassified as a common-law employee as a result of a final decree of a court of competent jurisdiction, the settlement of an administrative or judicial proceeding or a determination by the Internal Revenue Service, the Department of the Treasury or the Department of Labor, (b) an individual who is a leased employee, (c) a temporary employee, or (d) an individual covered by a collective bargaining agreement unless otherwise provided for in such agreement.

1.14 “Key Objectives” means the key results expected by the end of the review period for an Employee, as established and administered through Newmont Mining’s performance management system.

1.15 “Newmont Mining” means Newmont Mining Corporation.

1.16 “Participating Employer” means Newmont Mining and any Affiliated Entity that enters into a participation agreement with the Board or its delegate which identifies such entity as a Participating Employer in this program.

1.17 “Pay Grade” means those jobs sharing a common salary range, as designated by the Board or its delegate.

1.18 “Performance Rating Category” means the numerical category used to classify the performance of each Employee in accordance with Newmont Mining’s performance management system.

4

1.19 “Personal Performance Bonus” means the bonus payable to an Employee based on the individual performance of such Employee, as set forth in Section 4.2.

1.20 “Personal Performance Bonus Factor” means the factor used to determine an Employee’s Personal Performance Bonus, based upon the Performance Rating Category assigned to the Employee, in accordance with Section 4.1.

1.21 “Reserve and NRM Additions” means annual gold reserve and non-reserve mineralization material (“NRM”) additions measured against target annual reserve and non-reserve mineralization material additions per the approved business plan, and as adjusted from time to time as approved by the Board.

1.22 “Terminated Eligible Employee” means an Employee employed in a position located in Colorado or any Employee in an Executive grade level position who terminates employment with Newmont Mining and/or a Participating Employer during the calendar year on account of death, retirement, Disability, or severance (excluding severance under the Severance Plan of Newmont). The Vice President of Human Resources of Newmont Mining (or his or her delegate) may, in his/her sole discretion, also designate in writing other Employees who terminate employment during the calendar year under other circumstances as “Terminated Eligible Employees.”

SECTION II-ELIGIBILITY

All Employees of Newmont Mining and/or a Participating Employer are potentially eligible to receive a bonus payment under this program, provided (i) they are on the payroll of Newmont Mining and/or a Participating Employer as of the last day of the calendar year, and at the time of payment, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Otherwise eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont Mining (of Affiliated Entity) or a similar or a successor plan or not working because of a work-related injury as of the last day of the calendar year shall be eligible to receive a bonus under clause (i). Notwithstanding the foregoing provisions of this paragraph, the Compensation Committee or the Vice President of Human Resources (or his or her delegate) may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, as he or she may determine in his or her sole discretion. Additionally, the Compensation Committee or the Vice President of Human Resources (or his or her delegate) may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, that has failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont Mining or any Affiliated Entity.

5

SECTION III-CORPORATE PERFORMANCE BONUS

3.1 Eligibility for Corporate Performance Bonus. For the calendar year, the Corporate Performance Bonus will be determined pursuant to this section for each eligible Employee who is (a) in Pay Grade 109 and above on the last day of the calendar year and at the time the payment is made (or was in such Pay Grade at the time of termination of employment), excluding any Employee eligible to participate in the Senior Executive Compensation Program; (b) each eligible Employee who is in Pay Grade 108 and below who is employed by the corporate office (including expatriate assignments) or at a non-operating site location, as determined by the Vice President of Human Resources (or his or her delegate), on the last day of the calendar year and at the time payment is made (or was in such Pay Grade and at such location at the time of termination of employment); and (c) any other employee or class of employees as determined by the Vice President of Human Resources (or his or her delegate). For the calendar year, the performance bonus for each eligible Employee who is in Pay Grade 108 or below on the last day of the calendar year and at the time the payment is made (or was in such Pay Grade at the time of termination of employment) and who is not assigned to the corporate office or at a non-site location, will be determined in accordance with such performance factors, weighting factors and other methods of bonus determination as shall be established for each specific site or region by Newmont Mining for the calendar year, rather than the Corporate Performance Bonus. Each operating site shall develop its own critical performance indicators for this purpose.

3.2 Target Amounts for Economic Performance Drivers. The Compensation Committee shall establish both the targets and the minimum and maximum amounts for each Economic Performance Driver on an annual basis. The target Consolidated Capital Expenditures and Consolidated Costs Applicable to Sales — Gold, together with the applicable minimums and maximums for each such Economic Performance Driver, shall be established in United States dollars and cents. The target, minimum and maximum Equity Ounces Sold-Gold and Reserve and NRM Additions shall be established in ounces. Targets will be adjusted for acquisitions or divestitures as approved by the Newmont Mining Board of Directors.

3.3 Actual Performance for Economic Performance Drivers. As soon as possible after the end of each calendar year, the Compensation Committee shall certify the extent to which actual performance met the target amounts for each Economic Performance Driver.

6

3.4 Aggregate Payout Percentage. An aggregate payout factor (the “Aggregate Payout Percentage”) will be calculated as follows:

(i) Calculating the Performance Percentage for each Economic Performance Driver. For each Economic Performance Driver, actual performance will be compared to the target, minimum and maximum amounts to arrive at a performance percentage (“Performance Percentage”) calculated as follows:

• If the actual amount is less than the minimum amount, the Performance Percentage is zero;

• If the actual amount is equal to the minimum amount, the Performance Percentage is 50%;

• If the actual amount is less than the target amount and greater than the minimum amount, the Performance Percentage is the sum of (A) 50%, plus (B) the product of 50%, times a fraction, the numerator of which is the difference between the actual amount and the minimum amount, and the denominator of which is the difference between the target amount and the minimum amount;

• If the actual amount is equal to the target amount, the Performance Percentage is 100%;

• If the actual amount is greater than the target amount and less than the maximum amount, the Performance Percentage is the sum of (A) 100%, plus (B) a fraction, the numerator of which is the difference between the actual amount and the target amount, and the denominator of which is the difference between the maximum amount and the target amount; and

• If the actual amount is greater than or equal to the maximum amount, the Performance Percentage is 200%.

(ii) Calculating the Payout Percentage for each Economic Performance Driver. The payout percentage for each Economic Performance Driver is the product of the Performance Percentage times the applicable weighting factor as listed in Appendix A (“Payout Percentage for each Economic Performance Driver”).

(iii) Calculating the Aggregate Payout Percentage. The Aggregate Payout Percentage is the sum of the Payout Percentages for each Performance Factor.

3.5 Determination of Target Performance Level. An Employee’s Target Performance Level is determined by the Employee’s Pay Grade pursuant to the table in Appendix B.

3.6 Determination of the Corporate Performance Bonus. The Corporate Performance Bonus for each eligible Employee is the product of the Aggregate Payout Percentage, times the Employee’s Target Performance Level, times the Employee’s Bonus Eligible Earnings.

3.7 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Corporate Performance Bonus. This bonus will be calculated as follows:

Target Performance Level x Year to Date Bonus Eligible Earnings = Corporate Performance Bonus Payable

7

3.8 Adjustments. The Compensation Committee may adjust the Performance Percentage or any measure or otherwise increase or decrease the Corporate Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Compensation Committee deems appropriate.

SECTION IV-PERSONAL PERFORMANCE BONUS

4.1 Personal Performance Level. At the end of the calendar year, each eligible Employee’s supervisor will evaluate the Employee and rate the Employee’s personal performance level. In accordance with Newmont Mining’s performance management system, the supervisor will rate the Employee. Each Employee will be rated by the Employee’s supervisor in one of Newmont Mining’s Performance Rating Categories. In conjunction with these ratings, Newmont Mining will assign a Personal Performance Bonus Factor for the Employee as listed in Appendix C which Personal Performance Bonus Factor may be greater or smaller than the Personal Performance Bonus Factor set forth in Appendix C as determined in the sole discretion of Newmont Mining.

4.2 Determination of Personal Performance Bonus. Subject to Section 4.3, an eligible Employee’s Personal Performance Bonus is determined by multiplying the eligible Employee’s Bonus Eligible Earnings times the applicable percentage from the Target Performance Level, as set forth in Appendix C times the Personal Performance Bonus Factor determined pursuant to Section 4.1.

4.3 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Personal Performance Bonus based upon an assumed Personal Performance Bonus Factor of 1.0, so that the Terminated Eligible Employees will receive a Personal Performance Bonus at their individual Target Performance Level multiplied by their Bonus Eligible Earnings for the calendar year.

4.4 Ineligible Employees. Eligible Employees whose Personal Performance Bonus Factor (determined pursuant to Section 4.1) is less than .70 shall not be eligible to receive a Personal Performance Bonus.

4.5 Adjustments of Personal Performance Bonus. The Compensation Committee may adjust the Personal Performance Bonus Factor or any measure or otherwise increase the Personal Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Compensation Committee deems appropriate.

8

SECTION V-PAYMENT OF BONUS

5.1 Pay Grade. If an eligible Employee was in more than one Pay Grade during the calendar year, the bonus payable to such eligible Employee shall be calculated on a pro-rata basis in accordance with the amount of time spent by such eligible Employee in each Pay Grade during the calendar year.

5.2 Time and Method of Payment. The aggregate of any and all bonuses payable under this program shall be payable to each eligible Employee (other than Terminated Eligible Employees) in cash as soon as practicable following approval of bonuses by the Compensation Committee. Terminated Eligible Employees shall receive the aggregate of any and all bonuses payable under this program in cash as soon as practicable following the date of their termination from employment with Newmont Mining or a Participating Employer. All payments and the timing of such payments shall be made in accordance with practices and procedures established by Newmont Mining or the Participating Employer. Payment under this program will be made no later than the 15^th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture. Notwithstanding the foregoing, in the event an Employee failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont Mining or any Affiliated Entity, Newmont Mining may withhold payment under this program unless or until such Employee complies.

5.3 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining or an Affiliated Entity may determine is required to be withheld pursuant to any applicable federal, state, local or foreign law or regulation.

SECTION VI-CHANGE OF CONTROL

6.1 In General. In the event of a Change of Control, each eligible Employee (including Terminated Eligible Employees who terminate employment during the calendar year in which the Change of Control occurs) shall become entitled to the payment of a Corporate Performance Bonus and a Personal Performance Bonus, in accordance with the provisions of this Section.

6.2 Calculation of Bonuses. Upon a Change of Control, each eligible Employee, together with each Terminated Eligible Employee, shall become entitled to the payment of (i) a Corporate Performance Bonus calculated on the basis of a Performance Percentage equal to the greater of the actual results attained for the calendar year or the applicable targets for such Calendar year and (ii) a Personal Performance Bonus calculated on the basis of a Personal Performance Bonus Factor equal to the greater of the actual Personal Performance Bonus Factor for the calendar year or a Personal Performance Bonus Factor of 1.0. If a Change of Control occurs prior to the time that the Compensation Committee has established the targets for the calendar year, such percentages shall be based upon the corresponding percentages for the immediately preceding calendar year.

9

6.3 Payment of Bonuses. The bonuses payable in accordance with the provisions of this Section VI shall be calculated and paid as soon as practicable following the date of the Change of Control. Such payments shall be subject to the withholding of such amounts as Newmont Mining may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. Upon the completion of such payments, eligible Employees and Terminated Eligible Employees shall have no further right to the payment of any bonus hereunder (other than any bonus payable hereunder with respect to a previous calendar year that has not yet been paid).

SECTION VII-GENERAL PROVISIONS

7.1 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of the eligible Employee, in a cash lump sum, to the beneficiary or beneficiaries designated by the eligible Employee to receive life insurance proceeds under Group Life and Accidental Death & Dismemberment Plan of Newmont Mining or an Affiliated or a successor plan. In the absence of an effective beneficiary designation under said plan, any amount payable hereunder following the death of an eligible Employee shall be paid to the eligible Employee’s estate.

7.2 Right of Offset. To the extent permitted by applicable law, Newmont Mining may, in its sole discretion, apply any bonus payments otherwise due and payable under this program against any eligible Employee or Terminated Eligible Employee loans outstanding to Newmont Mining or an Affiliated Entity or other debts of the eligible Employee or Terminated Eligible Employee to Newmont Mining or an Affiliated Entity. By accepting payments under this program, the eligible Employee shall consent to the reduction of any compensation paid to the eligible Employee by Newmont Mining or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this program.

7.3 Termination. The Board may at any time amend, modify, suspend or terminate this program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this program as it determines necessary from time to time.

7.4 Payments Due Minors or Incapacitated Persons. If any person entitled to a payment under this program is a minor, or if the Compensation Committee or its delegate determines that any such person is incapacitated by reason of physical or mental disability, whether or not legally adjudicated as an incompetent, the Compensation Committee or its delegate shall have the power to cause the payment becoming due to such person to be made to another for his or her benefit, without responsibility of the Compensation Committee or its delegate, Newmont Mining, or any other person or entity to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Compensation Committee, this program and Newmont Mining.

10

7.5 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this program, and this program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this program.

7.6 No Right to Employment. The establishment of this program shall not be deemed to confer upon any person any legal right to be employed by, or to be retained in the employ of, Newmont Mining or any Affiliated Entity, or to give any Employee or any person any right to receive any payment whatsoever, except as provided under this program. All Employees shall remain subject to discharge from employment to the same extent as if this program had never been adopted.

7.7 Transferability. Any bonus payable hereunder is personal to the eligible Employee or Terminated Eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

7.8 Successors. This program shall be binding upon and inure to the benefit of Newmont Mining, the Participating Employers and the eligible Employees and Terminated Eligible Employees and their respective heirs, representatives and successors.

7.9 Governing Law. This program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

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APPENDIX A— Payout Percentage for each Economic Performance Driver

	Reserve and
	NRM
	Additions (2/3
	gold reserves
	and 1/3 non-			Consolidated
Consolidated	reserve			Costs
Capital	mineralization			Applicable to			Equity
Expenditures	material)			Sales			Ounces Sold
25%		25	%		25	%		25	%

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APPENDIX B

	Target Corporate
Pay	Performance Bonus
Grade	Level
E–5		30	%
E–6		20	%
109		20	%
107–108		15	%
105–106		14	%
103–104		10	%
101–102		5	%
99–100		4	%
49–50		3	%
11–27		3	%

13

APPENDIX C

	Personal
Performance	Performance
Rating System	Bonus Factor
1		0
2		.70
3		1.0
4		1.20
5		1.50
6		2.0

	Target Personal
Pay	Performance Bonus
Grade	Level
E–5		30	%
E–6		20	%
109		20	%
107–108		15	%
105–106		14	%
103-104		10	%
101–102		5	%
99–100		4	%
49–50		3	%
11–27		3	%

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EX-10.2

Exhibit 10.2

NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE COMPENSATION
PROGRAM

(Effective and restated January 1, 2009)

TABLE OF CONTENTS

	Page
SECTION I DEFINITIONS		1
1.1 “Common Stock”		1
1.2 “EPI Bonus”		1
1.3 “Fair Market Value”		1
1.4 “Performance Period”		1
1.5 “Total Shareholder Return Modifier”		2
1.6 “Restricted Stock Units”		2
1.7 “Targeted Payout Percentage”		2
1.8 “Terminated Eligible Employee”		2
SECTION II ELIGIBILITY		2
SECTION III EPI BONUS		2-4
3.1 Determination of EPI Bonus—In General		3
3.2 Determination of EPI Bonus and Payment of EPI Bonus to Terminated Eligible Employees		3
3.3 Form of Payment		3
3.4 Withholding Taxes		3
3.5 Restrictions on Common Stock or Restricted Stock Units		3-4
3.6 Timing of Payments		4
SECTION IV GENERAL PROVISIONS		4

ii

NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE COMPENSATION
PROGRAM

(Effective as of January 1, 2009)

PURPOSE

The purpose of this program is to provide to Employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

SECTION I-DEFINITIONS

The capitalized terms used in this program shall have the same meaning as the capitalized terms in the Annual Incentive Compensation Program, unless otherwise stated herein. In addition, the terms set forth in this Section shall have the meaning set forth below.

1.1 “Common Stock” means the $1.60 par value common stock of Newmont Mining Corporation.

1.2 “EPI Bonus” means the bonus payable to an eligible Employee in the form of Restricted Stock Units under this program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s Bonus Eligible Earnings by the product of (a) the Targeted Payout Percentage as set forth in Appendix A for the eligible Employee’s grade for the Performance Period (or portion thereof) times (b) the Aggregate Payout Percentage calculated in accordance with Section 3.4 of the Annual Incentive Compensation Program. Beginning in 2008, the EPI bonus will begin a three-year look back weighted calculation that will be phased in over a period of two years. In 2008, all EPI Bonus will be calculated and based upon 2008 results, since the look back provision is not retroactive. In 2009, EPI bonus will be calculated using 40% weighting of 2008 results and 60% weighting of 2009 results. In 2010, the three-year weighted EPI bonus calculation will go into effect, and will remain going forward. The three-year weighted EPI bonus calculation is comprised of 20% weighting for the first year (two years ago), 30% weighting for the second year (one year ago), and 50% weighting for the third year (the current year). Restricted Stock or Restricted Stock Units awarded as an EPI Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.3 “Fair Market Value” means, with respect to a share of Common Stock as of a given date, the fair market value calculated in accordance with the Newmont Mining stock plan from which such shares are to be issued.

1.4 “Performance Period” means the calendar year over which the Aggregate Performance Percentage shall be calculated for purposes of determining the amount of an EPI Bonus. The Performance Period shall be the calendar year.

1.5 “Restricted Stock Units” means the right to receive Common Stock under terms and conditions defined in a restricted stock unit agreement, as defined by the Compensation Committee.

1.6 “Targeted Payout Percentage” means the percentage of an eligible Employee’s Bonus Eligible Earnings taken into account when calculating the EPI Bonus with respect to a Performance Period, as specified in Appendix A. If the Pay Grade of an eligible Employee changes during a Performance Period, the Targeted Payout Percentage applicable to such eligible Employee shall be prorated based upon the number of days spent in each Pay Grade during the Performance Period.

1.7 “Terminated Eligible Employee” has the same meaning as stated in the Annual Incentive Compensation Program except that a Terminated Eligible Employee for purposes of this program shall not include employees severed under any severance plan of Newmont Mining or any Affiliated Entity.

SECTION II-ELIGIBILITY

All Employees of Newmont Mining and/or a Participating Employer in an executive grade level, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive an EPI Bonus under this program, provided (i) they are on the payroll of Newmont Mining and/or a Participating Employer as of the last day of the relevant Performance Period, and at the time the award is granted, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Employees who are on short-term disability under the Short-Term Disability Plan of Newmont or a successor plan or not working because of a work-related injury as of the last day of the Performance Period shall be eligible to receive a bonus. Notwithstanding the foregoing provisions of this Section II, the Compensation Committee or the Vice President of Human Resources of Newmont Mining (or his or her delegate) may, prior to the end of any Performance Period, exclude from or include in eligibility for participation under this program with respect to such Performance Period any Employee or Employees.

SECTION III-EPI BONUS

3.1 Determination of EPI Bonus—In General. The EPI Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Aggregate Payout Percentage. Following such determination, payment of the EPI Bonus shall be made to the eligible Employees (other than Terminated Eligible Employees) in accordance with the provisions of this Section III as soon as reasonably practicable.

2

3.2 Determination of EPI Bonus and Payment of EPI Bonus to Terminated Eligible Employees. Terminated Eligible Employees shall be entitled to receive an EPI Bonus based upon their Bonus Eligible Earnings for the Performance Period during which their employment with Newmont Mining and/or a Participating Employer terminates, calculated by using the Targeted Payout Percentage for the Performance Period applicable to the Performance Period during which the eligible Employee terminated employment. Payment shall be made to a Terminated Eligible Employee with respect to a Performance Period in accordance with Section 3.3 as soon as practicable following the date of termination from employment with Newmont Mining and/or a Participating Employer.

3.3 Form of Payment. The amount of EPI Bonuses payable under this Program shall be paid in Restricted Stock Units (payable in whole shares only rounded down to the nearest share), which shall be subject to the restrictions set forth in Section 3.5 below. The number of shares of Restricted Stock Units to be issued in payment of an EPI Bonus shall be determined based upon the Fair Market Value of the Common Stock on the date that the Compensation Committee meets and certifies the satisfaction of the material terms of this program with respect to the payment of the EPI Bonus in accordance with the provisions of Section 3.1.

3.4 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation.

3.5 Restrictions on Common Stock or Restricted Stock Units.

(a) Shares of Restricted Stock Units issued as an EPI Bonus will have a three year vesting period, with one-third of the units vesting each year on the anniversary of the date of grant.

(b) Shares of Restricted Stock Units issued under this program are subject to forfeiture as follows: If an eligible Employee terminates employment prior to the first anniversary of the date on which such shares of Restricted Stock Units were granted to the eligible Employee (the “Grant Date”), all such shares of Restricted Stock Units shall be forfeited. If an eligible Employee terminates employment on or after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the eligible Employee shall forfeit two-thirds of the shares of Restricted Stock Units awarded as a part of such EPI Bonus. If an eligible Employee terminates employment on or after the second anniversary of the Grant Date, the eligible Employee shall forfeit one-third of the shares the Restricted Stock Units awarded as part of such EPI Bonus. If the eligible Employee terminates employment on or after the third anniversary of the Grant Date there are no restrictions.

(d) Shares of Restricted Stock Units issued hereunder as a part of an EPI Bonus shall not be subject to transfer by the eligible Employee until such time as the Shares have become non-forfeitable in accordance with this Section, at which time such Shares of Common Stock may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining policies.

(e) Shares of Restricted Stock Units issued under this program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee.

3

(f) Notwithstanding anything contained in this program to the contrary, this program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of the EPI Bonus to eligible Employees under this program. The Compensation Committee or its delegate reserves the right to amend their program at any time in order for this program to comply with such laws or regulations.

(g) The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of an EPI Bonus previously paid to an executive grade level employee pursuant to the terms of this program if: a) the amount of such EPI Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and: b) the amount of such EPI Bonus that would have been awarded to the executive had the financial results been reported as in the restatement would have been lower than the EPI Bonus actually awarded.

3.6 Timing of Payments. Payment under this program will be made no later than the 15^th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture.

SECTION IV-GENERAL PROVISIONS

The Compensation Committee may, in its sole discretion, require the eligible employee to agree not to make an election pursuant to section 83(b) of the Code as a condition for the receipt of common stock hereunder.

The “General Provisions” section of the Annual Incentive Compensation Program shall otherwise apply to this program.

4

APPENDIX A

Targeted Payout Percentages

Grade	Payout Percentage
E–5		60	%
E–6		40	%

EX-10.3

Exhibit 10.3

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective January 1, 2009)

SECTION I DEFINITIONS	1-2
1.1 “AICP Corporate Performance Bonus”	1
1.2 “Common Stock”	1
1.3 “Employee Target AICP Corporate Performance Bonus”	1
1.4 “Financial Performance Bonus”	1
1.5 “Performance Period”	2
1.6 “Performance Stock”	2
1.7 “Strategic Objectives Bonus”	2
1.8 “Target Financial Performance Bonus”	2
1.9 “Terminated Eligible Employee”	2
SECTION II ELIGIBILITY	2-3
SECTION III FINANCIAL PERFORMANCE BONUS	3-4
3.1 Determination of Financial Performance Bonus—In General	3
3.2 Separation of Employment and Payment of Financial Performance Bonus	3
3.3 Form of Payment	3
3.4 Restrictions on Performance Stock	3
3.5 Timing of Payment	4
SECTION IV AICP CORPORATE PERFORMANCE BONUS	4
4.1 Determination of AICP Corporate Performance Bonus—In General	4
4.2 Separation of Employment and Payment of AICP Corporate Performance Bonus	4
SECTION V STRATEGIC OBJECTIVES BONUS	4
5.1 Determination of Strategic Objectives Bonus—In General	4
5.2 Separation of Employment and Payment of Strategic Objectives Bonus	4
SECTION VI CHANGE OF CONTROL	5
SECTION VII GENERAL PROVISIONS	6-7

ii

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective as of January 1, 2009)

PURPOSE

This Senior Executive Compensation Program includes the Financial Performance Share program, Strategic Objectives Bonus and AICP Corporate Performance Bonus for the eligible participants. The purpose of the Financial Performance Share program and the ACIP Corporate Performance Bonus is to provide eligible Employees of Newmont Mining or a Participating Employer a direct interest in the success of the operations of Newmont Mining. The purpose of the Strategic Objectives Bonus is to provide eligible Employees of Newmont Mining or a Participating Employer additional incentive to meet strategic objectives set by the Compensation Committee. The eligible Employees of Newmont Mining or a Participating Employer will be rewarded in accordance with the terms and conditions described below.

I. DEFINITIONS

The capitalized terms used in this compensation program shall have the same meaning as the capitalized terms in the Annual Incentive Compensation Program (“AICP”), unless otherwise defined or stated herein. The terms set forth in this Section shall have the meaning set forth below.

1.1 “AICP Corporate Performance Bonus” means the bonus payable pursuant to Section 4.1 (or portion thereof as provided in Section 4.2).

1.2 “Common Stock” means the $1.60 par value common stock of Newmont Mining Corporation.

1.3 “Employee Target AICP Corporate Performance Bonus” means the target bonus for eligible Employees as set forth in Appendix B.

1.4 “Financial Performance Bonus” means the bonus payable to an eligible Employee in the form of Performance Stock under this compensation program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s Target Financial Performance Bonus times the Aggregate Payout Percentage calculated in accordance with the Annual Incentive Compensation Program. In 2008 the Financial Performance Bonus will be calculated using only 2008 AICP results. In 2009, Financial Performance Bonus will be calculated using 40% weighting of 2008 AICP results and 60% weighting of 2009 AICP results. In 2010, the three-year weighted Financial Performance Bonus calculation will go into effect, and will remain going forward. The three-year weighted Financial Performance Bonus calculation is comprised of 20% weighting for the first year (two years ago) of AICP bonus, 30% weighting for the second year (one year ago) of AICP bonus, and 50% weighting for the third year (the current year) of AICP bonus. The Performance Stock awarded as a Financial Performance Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.5 “Performance Period” means the calendar year over which the Compensation Committee will calculate and determine the Financial Performance Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus.

1.6 “Performance Stock” means the right to receive from Newmont Mining Common Stock under terms and conditions defined in a restricted stock unit agreement, as defined by the Compensation Committee.

1.7 “Strategic Objectives Bonus” means the cash bonus payable to an eligible Employee based on the individual contribution of such eligible Employee to achievement of the Corporation’s strategic objectives during the Performance Period, as set forth in section 5.1, (or portion thereof as provided in Section 5.2).

1.8 “Target Financial Performance Bonus” means the number of shares equivalent to the percentage of base salary (for final calculation purposes, base salary shall be Bonus Eligible Earnings as defined in the AICP) set by the Compensation Committee which is set forth in Appendix A, using the average closing price of Newmont Mining Corporation common stock for the month of December of the calendar year prior to the year in which the Financial Performance Bonus shall be measured.

1.9 “Terminated Eligible Employee” for purposes of the Financial Performance Bonus means executive grade level Employee of Newmont Mining and/or a Participating Employer who directly reported to the Chief Executive Officer of Newmont Mining Corporation at grade level E-4 or above and the Chief Executive Officer of Newmont Mining Corporation during the relevant Performance Period who terminates employment with Newmont Mining and/or a Participating Employer during the relevant Performance Period on account of death, retirement, or Disability. “Terminated Eligible Employee” for purposes of the AICP Corporate Performance Bonus and the Strategic Objectives Bonus shall have the same meaning as in the AICP.

II. ELIGIBILITY

All executive grade level Employees of Newmont Mining and/or a Participating Employer who directly report to the Chief Executive Officer of Newmont Mining Corporation at grade level E-4 or above and the Chief Executive Officer of Newmont Mining Corporation, are eligible to receive a Financial Performance Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus under this program, provided (i) they are on the payroll of Newmont Mining and/or a Participating Employer as of the last day of the relevant Performance Period, and at the time the award is granted, or (ii) they are a Terminated Eligible Employee with respect to such Performance Period. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Performance Period, but are still on the payroll of Newmont Mining and/or a Participating Employer shall be eligible to receive a Financial Performance Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus. Notwithstanding the foregoing provisions of this Section II, the Compensation Committee may, prior to the end of any Performance Period, exclude from or include in eligibility for participation under this program with respect to such Performance Period any executive grade level Employees of Newmont Mining and/or a Participating Employer. If an Employee of Newmont or a Participating Employer is eligible to participate in this program, such Employee is not eligible to participate in the Annual Incentive Compensation Program or the Employee Performance Incentive Compensation Program.

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III. FINANCIAL PERFORMANCE BONUS

3.1 Determination of Financial Performance Bonus—In General. The Financial Performance Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Aggregate Payout Percentage. Following such determination, payment of the Financial Performance Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.

3.2 Separation of Employment and Payment of Financial Performance Bonus.

(a) In the event an eligible Employee separates employment from Newmont Mining or a Participating Employer as a result severance under the Severance Plan of Newmont (or any successor plan), prior to payment of the Financial Performance Bonus, such eligible Employee is not entitled to payment of the Financial Performance Bonus in any amount.

(b) In the event an eligible Employee separates employment from Newmont Mining or a Participating Employer as a result of death, Disability or retirement as defined in the Pension Plan of Newmont (or any successor plan), regardless of the Employee’s participation in the Pension Plan of Newmont (or any successor plan), prior to payment of the Financial Performance Bonus, such eligible Employee is a Terminated Eligible Employee and shall receive a Financial Performance Bonus at target level, pro-rated for the time of employment during the Performance Period.

3.3 Form of Payment. The amount of Financial Performance Bonus payable under this compensation program shall be paid in Performance Stock (payable in whole shares only rounded down to the nearest share). The Performance Stock shall be subject to the restrictions set forth in Section 3.4 below.

3.4 Restrictions on Performance Stock.

(a) Newmont Mining shall issue Performance Stock to eligible Employees for one-third of the Financial Performance Bonus without any restrictions as soon as practicable following the end of the Performance Period. Newmont Mining shall issue Performance Stock for the remainder of the Financial Performance Bonus and such stock shall be restricted and have a two-year vesting period, with one-half of the Performance Stock vesting each year on the anniversary of the date of grant.

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(b) Shares of Performance Stock issued hereunder as a part of a Financial Performance Bonus shall not be subject to transfer by the eligible Employee until such Performance Stock vests in accordance with Section 3.4(a), at which time such Performance Stock may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining policies.

3.5 Timing of Payment. Payment under this program will be made no later than the 15^th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture.

IV. AICP CORPORATE PERFORMANCE BONUS

4.1 Determination of AICP Corporate Performance Bonus—In General. The AICP Corporate Performance Bonus shall be determined and paid in conformance with the determination and payment of the Corporate Performance Bonus in the AICP, utilizing the Employee Target AICP Corporate Performance Bonus attached in Appendix B, rather than the Target Performance Level attached to the AICP.

4.2 Separation of Employment and Payment of AICP Corporate Performance Bonus. In the event an eligible Employee separates employment from Newmont Mining or a Participating Employer and is a Terminated Eligible Employee, the AICP Corporate Performance Bonus shall be paid in accordance with the Terminated Eligible Employee provisions of the AICP.

V. STRATEGIC OBJECTIVES BONUS

5.1 Determination of Strategic Objectives Bonus—In General. At the end of each Performance Period, the Compensation Committee will evaluate each eligible Employee’s performance against relevant strategic objectives and award a Strategic Objectives Bonus, up to the maximum amounts listed in Appendix C. The Compensation Committee will seek the input of the Chief Executive Officer on the Strategic Objectives Bonuses to be awarded to other eligible Employees. Following such determination, payment of the Strategic Objectives Bonus shall be made to eligible Employees as soon as reasonably practicable.

5.2 Separation of Employment and Payment of Strategic Objectives Bonus. In the event an eligible Employee separates employment from Newmont Mining or a Participating Employer and is a Terminated Eligible Employee, the Strategic Objectives Bonus shall be paid at 50% of the maximum level shown on Appendix C, pro-rated for the time of employment during the Performance Period.

VI. CHANGE OF CONTROL

6.1 In General. In the event of a Change of Control (as defined in the AICP), each eligible Employee (including Terminated Eligible Employees who terminate employment during the Performance Period in which the Change of Control occurs) shall become entitled to the payment of an AICP Corporate Performance Bonus, in accordance with the provisions of the AICP and 50% of the maximum Strategic Objectives Bonus, pro-rated for partial service during any Performance Period.

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VII. GENERAL PROVISIONS

7.1 Reimbursement. The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Financial Performance Bonus and AICP Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Financial Performance Bonus or AICP Corporate Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Financial Performance Bonus or AICP Corporate Performance Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Financial Performance Bonus or AICP Corporate Performance Bonus actually awarded.

7.2 Section 83(b) Election. The Compensation Committee may, in its sole discretion, require the eligible Employee to agree not to make an election pursuant to Section 83(b) of the Code as a condition for the receipt of common stock hereunder.

7.3 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The Compensation Committee may, in its sole discretion, permit eligible Employees to satisfy the minimum withholding applicable to the portion of the bonus payable in shares of Performance Stock by causing Newmont Mining to withhold the appropriate number of shares of Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.

7.4 Issuance of Stock. Shares of Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee.

7.5 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program. The Compensation Committee or its delegate reserves the right to amend this compensation program at any time in order for this compensation program to comply with such laws or regulations.

7.6 Right of Offset. To the extent permitted by applicable law, Newmont Mining or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont Mining or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees shall consent to the reduction of any compensation paid to the eligible Employee by Newmont Mining or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.

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7.7 Termination. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time.

7.8 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.

7.9 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont Mining, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.

7.10 Transferability. Any bonus payable hereunder is personal to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

7.11 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont Mining and eligible Employees and their respective heirs, representatives and successors.

7.12 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

7.13 Fair Market Value. All stock granted pursuant to this document shall be granted at fair market value.

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APPENDIX A

Target Financial Performance Bonus

Grade	Percentage of Base Salary
E-1		135	%
E-2		—
E-3		110	%
E-4		67.5	%

APPENDIX B

Employee Target AICP Corporate Performance Bonus

Grade	Percentage of Base Salary
E-1		75	%
E-2		—
E-3		42.5	%
E-4		37.5	%

APPENDIX C

Maximum Strategic Objectives Bonuses

	Maximum Strategic
	Objectives Bonus
	as a Percentage of
Pay Grade	Base Salary
E-1		150	%
E-2		—
E-3		85	%
E-4		75	%

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EX-10.4

Exhibit 10.4

RETENTION AND TRANSITION AGREEMENT

I. RECITALS

A. This AGREEMENT, which is effective on the EFFECTIVE DATE, is by and between Newmont USA Limited and Brant Hinze (hereinafter “EMPLOYEE”).

B. WHEREAS, NEWMONT has requested that EMPLOYEE remain employed at NEWMONT to facilitate the transfer of EMPLOYEE’S duties to EMPLOYEE’S successor.

C. WHEREAS, EMPLOYEE has agreed to remain employed at NEWMONT and EMPLOYEE has forgone an alternative offer of employment to obtain the consideration contained in this AGREEMENT.

D. In consideration of the promises contained in this AGREEMENT, NEWMONT and EMPLOYEE agree as follows:

II. DEFINITIONS

The following definitions shall be applicable for the purposes of only this AGREEMENT:

A. “AGREEMENT” means this Retention and Transition Agreement.

B. "CAUSE” means the material failure of EMPLOYEE to perform EMPLOYEE’S work duties or the material failure to follow NEWMONT policies or procedures. CAUSE shall also mean the EMPLOYEE engaged in illegal, dishonest or fraudulent conduct.

C. "EFFECTIVE DATE” means the first date upon which all of the following have occurred: (1) EMPLOYEE has executed this AGREEMENT; and (2) the executed AGREEMENT has been timely returned to Director of Executive Compensation, Newmont, 6363 South Fiddler’s Green Circle, Greenwood Village, Colorado 80111.

D. “EMPLOYEE” means Brant Hinze.

E. “NEWMONT” means Newmont USA Limited and any predecessor or current or former subsidiary, parent, affiliated company, or successor of any of them, or benefit plan maintained or participated in by any of them, and the current and former directors, officers, employees, shareholders and agents of any or all of them, unless otherwise specifically stated in this AGREEMENT.

III. COVENANTS

A. Retention Period. EMPLOYEE agrees to remain in his position of Regional Senior Vice President, North America, or any other position that NEWMONT deems appropriate, in its reasonable discretion, until December 31, 2009 (“Retention Period”). EMPLOYEE’S base salary during the Retention Period shall not be less than EMPLOYEE’S base salary as of the EFFECTIVE DATE of this AGREEMENT. During the Retention Period, EMPLOYEE shall remain eligible for all benefits and bonuses applicable to his position, including restricted stock, restricted stock unit or stock option awards for 2009 performance granted in 2010. EMPLOYEE understands and agrees that he is not eligible for any restricted stock, restricted stock unit or stock option award for 2010 performance. During the Retention Period, EMPLOYEE shall remain an at-will employee of NEWMONT, unless Richard O’Brien, Brian Hill and Alan Blank are all three no longer officers of Newmont Mining Corporation. If Richard O’Brien, Brian Hill and Alan Blank are all three simultaneously no longer officers of Newmont Mining Corporation any time prior to January 1, 2010, then NEWMONT shall not be entitled to terminate the employment of EMPLOYEE during the Retention Period without CAUSE. Prior to terminating the employment of EMPLOYEE during the Retention Period for failure to perform at acceptable standards, as determined in the reasonable discretion of NEWMONT, NEWMONT shall issue EMPLOYEE a written notice of such performance deficiencies and allow EMPLOYEE a minimum of 10 days to cure performance deficiencies, and up to 30 days to cure performance deficiencies if EMPLOYEE is diligently pursuing cure of such performance deficiencies. If NEWMONT terminates EMPLOYEE’S employment for any reason prior to January 1, 2010, EMPLOYEE shall not be entitled to any of the consideration in paragraph III.B of this AGREEMENT. If EMPLOYEE terminates employment with NEWMONT for any reason prior to January 1, 2010, EMPLOYEE shall not be entitled to any of the consideration in paragraph III.B or III.C of this AGREEMENT.

B. Transition Period and Consideration. If EMPLOYEE remains employed with NEWMONT through December 31, 2009, EMPLOYEE shall become the Technical Advisor to the Executive Vice President of Operations for a term of January 1, 2010 until April 1, 2011 (“Transition Period”) with duties, as determined by the Executive Vice President of Operations, but not to exceed, 20 hours per month. As of the EFFECTIVE DATE of this AGREEMENT, the Technical Advisor to the Executive Vice President of Operations position meets eligibility requirements for the Health Plan of Newmont and service accrual requirements of the Pension Plan of Newmont and the Salaried Retiree Medical Plan of Newmont. EMPLOYEE shall be subject to any and all amendments or changes to any and all health, welfare and retirement plans, like any other employee, during the Retention Period and the Transition Period. During the Transition Period, EMPLOYEE may not become employed with an employer other than NEWMONT without the express written consent of NEWMONT; provided however, that if NEWMONT terminates EMPLOYEE during the Transition Period, then this restriction shall also terminate. During the Transition Period, EMPLOYEE shall receive base salary at the same rate as the base salary of EMPLOYEE on December 31, 2009 and EMPLOYEE shall be entitled to benefits under the health and retirement benefits of Newmont for which EMPLOYEE is eligible pursuant to the terms of such plans. During the Transition Period, EMPLOYEE

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shall not be eligible for any benefits under any bonus, equity or any change of control plan. NEWMONT shall be entitled to terminate EMPLOYEE’S employment with NEWMONT prior to April 1, 2011 for CAUSE (but not for any other reason) without any severance, other sort of termination payment or salary or benefits (beyond the separation date) to EMPLOYEE. If EMPLOYEE terminates employment with NEWMONT for any reason prior to April 1, 2011, EMPLOYEE shall not be entitled to any severance, other sort of termination payment or salary or benefits (beyond the separation date).

C. Restricted Stock and Restricted Stock Units. In the event that NEWMONT terminates EMPLOYEE’S employment during the Retention Period for any reason other than CAUSE, NEWMONT will make a request to the Board of Directors of Newmont Mining Corporation to vest all of EMPLOYEE’S unvested restricted stock and restricted stock units.

D. No Other Payments. Upon termination of employment on April 1, 2011, EMPLOYEE shall not be entitled to any payments or benefits beyond the amounts stated in Section III.B of this AGREEMENT and EMPLOYEE waives all rights to other compensation and benefits including specifically, but not exclusively, salaries, bonuses, severance benefits or payments, benefits of whatsoever kind and description, and allowances for perquisites, but excluding all vested rights pursuant to any applicable pension or retirement savings plan of NEWMONT. Any stock options, restricted stock and restricted stock units are governed by the applicable award agreement.

E. Nonsolicitation of Employees. EMPLOYEE agrees that EMPLOYEE will not during the Transition Period and for a period of one (1) year immediately following his separation of employment from NEWMONT, for any reason, either on EMPLOYEE’s own account or in conjunction with or on behalf of any other person or entity whatsoever, directly or indirectly induce, solicit, or entice away any person who, at any time during the three (3) months immediately preceding EMPLOYEE’S date of separation, is a managerial level employee of NEWMONT (including, but not limited to, any executive, director-level employee, manager, or any equivalent or successor term for any such employee.)

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IV. ADDITIONAL PROVISIONS

A. Severability. In case any one or more of the provisions of this AGREEMENT shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. Further, any provision found to be invalid, illegal or unenforceable shall be deemed, without further action on the part of the parties hereto, to be modified, amended and/or limited to the minimum extent necessary to render such clauses and/or provisions valid and enforceable.

B. Governing Law. This AGREEMENT shall be construed in accordance with the laws of the State of Colorado.

NEWMONT		EMPLOYEE
By:	/s/ Brian Hill	/s/ Brant Hinze
Title:	Executive Vice President, Operations
Date:	July 22, 2009	Date: July 22, 2009

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EX-12.1

Exhibit 12.1

NEWMONT MINING CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in millions except ratio)

	Six Months Ended
	June 30, 2009
Earnings:
Income from continuing operations before income tax expense, equity loss of affiliates and noncontrolling interests in subsidiaries (1)	$	846
Adjustments:
Fixed charges added to earnings		60
Dividends from equity affiliates		2
Amortization of capitalized interest		10
	$	918
Fixed Charges:
Net interest expense (2)	$	55
Portion of rental expense representative of interest		5
Fixed charges added to earnings		60
Capitalized interest		42
	$	102
Ratio of earnings to fixed charges		9.0

(1)	Excludes interest on income tax liabilities. Interest and penalties related to income taxes are included in Income tax expense.
(2)	Includes interest expense of majority-owned subsidiaries and amortization of debt issuance costs.

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Richard T. O’Brien, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Newmont Mining Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ RICHARD T. O’BRIEN  

Richard T. O’Brien 

Chief Executive Officer 

July 23, 2009

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Russell Ball, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Newmont Mining Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ RUSSELL BALL  

Russell Ball 

Chief Financial Officer 

July 23, 2009

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 of Newmont Mining Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Richard T. O’Brien, Chief Executive Officer of the Company, certify, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RICHARD T. O’BRIEN  

Richard T. O’Brien 

Chief Executive Officer 

July 23, 2009

Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 of Newmont Mining Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Russell Ball, Chief Financial Officer of the Company, certify, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RUSSELL BALL  

Russell Ball 

Chief Financial Officer 

July 23, 2009

Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.