NEWMONT MINING CORP /DE/ (Form: 10-Q, Received: 10/29/2009 06:01:31)

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 September 30, 2009


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 (State or Other Jurisdiction of Incorporation or Organization)		84-1611629 (I.R.S. Employer Identification No.)

6363 South Fiddler’s Green Circle Greenwood Village, Colorado (Address of Principal Executive Offices)		80111 (Zip Code)

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 480,405,625 shares of common stock outstanding on October 23, 2009 (and 9,763,091 exchangeable shares).

TABLE OF CONTENTS


	Page
PART I

ITEM 1. FINANCIAL STATEMENTS		1

Condensed Consolidated Statements of Income		1

Condensed Consolidated Balance Sheets		2

Condensed Consolidated Statements of Cash Flows		3

Notes to Condensed 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		53

Liquidity and Capital Resources		59

Environmental		61

Recently Adopted Accounting Pronouncements		62

Recently Issued Accounting Pronouncements and Developments		65

Safe Harbor Statement		65

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		67

ITEM 4. CONTROLS AND PROCEDURES		69

PART II

ITEM 1. LEGAL PROCEEDINGS		70

ITEM 1A. RISK FACTORS		70

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES		71

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		71

ITEM 5. OTHER MATTERS		71

ITEM 6. EXHIBITS		71

SIGNATURES		S-1

EXHIBIT INDEX		E-1

Exhibit 3.1
Exhibit 3.5
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

PART I—FINANCIAL INFORMATION


ITEM 1.		FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in millions except per share)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenues
Sales — gold, net	$	1,653		$	1,281		$	4,401		$	4,094
Sales — copper, net		396			90			786			705

		2,049			1,371			5,187			4,799
Costs and expenses
Costs applicable to sales — gold ⁽¹⁾		694			692			1,983			1,969
Costs applicable to sales — copper ⁽¹⁾		71			88			217			342
Amortization		199			186			566			548
Accretion (Note 23)		8			7			25			23
Exploration		55			57			147			154
Advanced projects, research and development (Note 3)		27			44			100			113
General and administrative		39			37			118			103
Other expense, net (Note 4)		67			69			259			249

		1,160			1,180			3,415			3,501

Other income (expense)
Other income, net (Note 5)		25			66			43			100
Interest expense, net		(10	)		(35	)		(65	)		(98	)

		15			31			(22	)		2

Income from continuing operations before income tax and other items		904			222			1,750			1,300
Income tax expense (Note 8)		(253	)		(6	)		(494	)		(193	)
Equity loss of affiliates		(6	)		(1	)		(14	)		(6	)

Income from continuing operations		645			215			1,242			1,101
Income (loss) from discontinued operations (Note 9)		—			7			(14	)		17

Net income		645			222			1,228			1,118
Net income attributable to noncontrolling interests (Note 10)		(257	)		(31	)		(489	)		(291	)

Net income attributable to Newmont stockholders	$	388		$	191		$	739		$	827


Net income attributable to Newmont stockholders:
Continuing operations	$	388		$	182		$	748		$	809
Discontinued operations		—			9			(9	)		18

	$	388		$	191		$	739		$	827

Income per common share (Note 11)
Basic:
Continuing operations	$	0.79		$	0.40		$	1.54		$	1.78
Discontinued operations		—			0.02			(0.02	)		0.04

	$	0.79		$	0.42		$	1.52		$	1.82

Diluted:
Continuing operations	$	0.79		$	0.40		$	1.54		$	1.77
Discontinued operations		—			0.02			(0.02	)		0.04

	$	0.79		$	0.42		$	1.52		$	1.81

Basic weighted-average common shares outstanding		490			454			485			454

Diluted weighted-average common shares outstanding		491			455			486			456

Cash dividends declared per common share	$	0.10		$	0.10		$	0.30		$	0.30


⁽¹⁾		Exclusive of Amortization and Accretion.

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)


	At September 30,		At December 31,
	2009		2008
ASSETS
Cash and cash equivalents	$	3,022	$	435
Marketable securities and other short-term investments (Note 17)		19		12
Trade receivables		280		104
Accounts receivable		114		214
Inventories (Note 18)		479		507
Stockpiles and ore on leach pads (Note 19)		354		290
Deferred income tax assets		189		284
Other current assets (Note 20)		581		455

Current assets		5,038		2,301
Property, plant and mine development, net		12,150		10,128
Investments (Note 17)		1,069		655
Stockpiles and ore on leach pads (Note 19)		1,411		1,136
Deferred income tax assets		999		1,039
Other long-term assets (Note 20)		261		207
Goodwill		188		188
Assets of operations held for sale (Note 9)		31		73

Total assets	$	21,147	$	15,727

LIABILITIES
Current portion of long-term debt (Note 21)	$	225	$	165
Accounts payable		338		411
Employee-related benefits		201		170
Income and mining taxes		211		61
Other current liabilities (Note 22)		1,226		770

Current liabilities		2,201		1,577
Long-term debt (Note 21)		4,698		3,072
Reclamation and remediation liabilities (Note 23)		724		699
Deferred income tax liabilities		1,229		1,051
Employee-related benefits		377		379
Other long-term liabilities (Note 22)		236		252
Liabilities of operations held for sale (Note 9)		13		36

Total liabilities		9,478		7,066


Commitments and contingencies (Note 27)
EQUITY
Common stock		768		709
Additional paid-in capital		8,060		6,831
Accumulated other comprehensive income (loss)		454		(253	)
Retained earnings		641		4

Newmont stockholders’ equity		9,923		7,291
Noncontrolling interests		1,746		1,370

Total equity (Note 13)		11,669		8,661

Total liabilities and equity	$	21,147	$	15,727

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)


	Nine Months Ended
	September 30,
	2009			2008
Operating activities:
Net income	$	1,228		$	1,118
Adjustments:
Amortization		566			548
Loss (income) from discontinued operations (Note 9)		14			(17	)
Accretion of accumulated reclamation obligations (Note 23)		34			30
Deferred income taxes		7			(222	)
Impairment of marketable securities (Note 17)		6			90
Stock based compensation and other benefits		44			38
Gain on asset sales, net		(3	)		(70	)
Reclamation estimate revisions (Note 23)		—			74
Other operating adjustments and write-downs		77			73
Net change in operating assets and liabilities (Note 24)		(27	)		(494	)

Net cash provided from continuing operations		1,946			1,168
Net cash provided from (used in) discontinued operations (Note 9)		3			(105	)

Net cash provided from operations		1,949			1,063

Investing activities:
Additions to property, plant and mine development		(1,314	)		(1,350	)
Investments in marketable debt and equity securities		—			(18	)
Proceeds from sale of marketable debt and equity securities		10			50
Acquisitions, net (Note 14)		(766	)		(325	)
Other		(18	)		26

Net cash used in investing activities of continuing operations		(2,088	)		(1,617	)
Net cash used in investing activities of discontinued operations (Note 9)		—			(11	)

Net cash used in investing activities		(2,088	)		(1,628	)

Financing activities:
Proceeds from debt, net		4,302			2,801
Repayment of debt		(2,604	)		(2,249	)
Dividends paid to common stockholders		(147	)		(136	)
Dividends paid to noncontrolling interests		(115	)		(247	)
Proceeds from stock issuance, net		1,248			27
Change in restricted cash and other		5			19

Net cash provided from financing activities of continuing operations		2,689			215
Net cash used in financing activities of discontinued operations (Note 9)		(2	)		(3	)

Net cash provided from financing activities		2,687			212

Effect of exchange rate changes on cash		39			(24	)

Net change in cash and cash equivalents		2,587			(377	)
Cash and cash equivalents at beginning of period		435			1,230

Cash and cash equivalents at end of period	$	3,022		$	853

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

NEWMONT MINING CORPORATION

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

NOTE 1 BASIS OF PRESENTATION

The interim Condensed 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. The Company has evaluated all subsequent events through October 28, 2009. 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 for the year ended December 31, 2008 included in its Form 8-K, filed September 15, 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”).

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

The Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP to be applied by nongovernmental entities. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. Relevant authoritative literature issued by the Securities and Exchange Commission (“SEC”) and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting guidance not included in the ASC is non-authoritative. The ASC was effective for the Company’s interim quarterly period beginning July 1, 2009. The adoption of the ASC did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Subsequent Events

In May 2009, the ASC guidance for subsequent events was updated to establish 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 update 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 updated guidance for the interim period ended June 30, 2009. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Post-Retirement Benefit Plans

In December 2008, the ASC guidance for retirement benefits was updated to expand the requirements of employers’ disclosures about post-retirement benefit plan assets in a defined benefit pension or other post-retirement plan. The objective 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 updated guidance on January 1, 2009. These disclosures are not required for earlier periods that are presented for comparative purposes.

Equity Method Investments

In November 2008, the ASC guidance for equity method and joint venture investments was updated to clarify the accounting for certain transactions and impairment considerations involving equity method investments. The intent 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. The updated guidance was effective for the Company’s fiscal year beginning January 1, 2009 and was applied prospectively. The adoption had no impact on the Company’s consolidated financial position or results of operations.

NEWMONT MINING CORPORATION

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

Equity-Linked Financial Instruments

In June 2008, the ASC guidance for derivatives and hedging when accounting for contracts in an entity’s own equity was updated to clarify the determination of whether an instrument (or embedded feature) is indexed to an entity’s own stock which would qualify as a scope exception from hedge accounting. The updated guidance was effective for the Company’s fiscal year beginning January 1, 2009. The adoption had no impact on the Company’s consolidated financial position or results of operations.

Accounting for Convertible Debt Instruments

In May 2008, the ASC guidance was updated for 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. The update requires that the liability and equity components of convertible debt instruments within the scope 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. The updated guidance required 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. At September 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). At September 30, 2009, the if-converted value did not exceed the principal amount.

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


	At September 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		(60	)		(112	)		(162	)		—		(127	)		(174	)

Net carrying amount	$	458		$	463		$	413		$	—	$	448		$	401

NEWMONT MINING CORPORATION

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

As a result of adopting the updated guidance, 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 $9 which decreased the Company’s Income from continuing operations and Net income by $5 ($0.01 per share) for the three months ended September 30, 2008. Interest expense was increased by $25 which decreased the Company’s Income from continuing operations and Net income by $16 ($0.03 per share) for the nine months ended September 30, 2008. Had the update been effective in 2008, the Company would have charged its fourth quarter 2008 dividends to 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 the updated guidance. The impact on the Company’s 2009 opening balance in Retained earnings was as follows:


	At December 31,
	2008
Balance before application of updated guidance	$	7
Impact of adoption of updated guidance		(31	)
Reclassification of dividends to Additional paid-in capital		28

Balance after application of updated guidance	$	4

For the three months ended September 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 nine months ended September 30, 2009, the Company recorded $22 and $41 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 is 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 ASC guidance for Goodwill and Other Intangibles was updated to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of this update is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under guidance for business combinations. The updated guidance was effective for the Company’s fiscal year beginning January 1, 2009 and was applied prospectively to intangible assets acquired after the effective date. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Derivative Instruments

In March 2008, the ASC guidance for derivatives and hedging was updated for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows. The Company adopted the updated guidance on January 1, 2009. The adoption 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.

Business Combinations

In December 2007, the ASC guidance for business combinations was updated to provide new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The updated guidance 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 updated guidance on January 1, 2009 and applied it 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 guidance was updated 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 update 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 the updated guidance 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).

NEWMONT MINING CORPORATION

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

Noncontrolling Interests

In December 2007, the ASC guidance for Noncontrolling Interests was updated to establish 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, the guidance requires noncontrolling interests to be classified as a separate component of equity. The Company adopted the updated guidance on January 1, 2009. Except for presentation changes, the adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Fair Value Accounting

In September 2006, the ASC guidance for fair value measurements and disclosure was updated to define fair value, establish a framework for measuring fair value, and expand disclosures about fair value measurements. The Company adopted the updated guidance for assets and liabilities measured at fair value on a recurring basis on January 1, 2008. In February 2008, the FASB staff issued an update to the guidance which delayed the effective date 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 updated guidance for the Company’s nonfinancial assets and liabilities measured at fair value on a nonrecurring basis on January 1, 2009.

In April 2009, the guidance was further updated to provide additional guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying circumstances that indicate when a transaction is not orderly. In April 2009, the guidance for investments in debt and equity securities was updated to: (i) clarify the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired, (ii) provide guidance on the amount of an other-than-temporary impairment recognized for a debt security in earnings and other comprehensive income and (iii) expand the disclosures required for other-than-temporary impairments for debt and equity securities. Also in April 2009, the guidance for financial instruments was updated to require 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 this updated guidance was required for the Company’s interim reporting period beginning April 1, 2009 with early adoption permitted. The Company adopted the updated guidance 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.

Recently Issued Accounting Pronouncements

Fair Value Accounting

In August 2009, the ASC guidance for fair value measurements and disclosure was updated to further define fair value of liabilities. This update provides clarification for circumstances in which: (i) a quoted price in an active market for the identical liability is not available, (ii) the liability has a restriction that prevents its transfer, and (iii) the identical liability is traded as an asset in an active market in which no adjustments to the quoted price of an asset are required. The updated guidance is effective for the Company’s interim reporting period beginning October 1, 2009. The Company is evaluating the potential impact of adopting this guidance on the Company’s consolidated financial position, results of operations and cash flows.

Variable Interest Entities

In June 2009, the ASC guidance for consolidation accounting was updated to require 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. The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The updated guidance is 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 guidance on the Company’s consolidated financial position, results of operations and cash flows.

NEWMONT MINING CORPORATION

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

NOTE 3 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Boddington	$	11	$	1	$	24	$	3
Hope Bay		2		16		18		29
Technical and project services		6		5		18		15
Corporate		3		3		10		10
Nevada underground		1		1		9		1
Akyem		2		2		5		5
Fort a la Corne JV		—		6		1		19
Other		2		10		15		31

	$	27	$	44	$	100	$	113

NOTE 4 OTHER EXPENSE, NET


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Boddington acquisition costs (Note 14)	$	—	$	—	$	67	$	—
Regional administration		14		10		40		31
Community development		12		15		33		47
Western Australia power plant		18		2		27		15
Peruvian royalty		8		4		19		15
Workforce reduction		—		—		15		—
Batu Hijau divestiture		3		2		9		7
Accretion, non-operating (Note 23)		3		2		9		7
World Gold Council dues		2		3		8		8
Reclamation estimate revisions (Note 23)		—		13		—		74
Pension settlement loss (Note 6)		—		1		—		12
Provision for bad debts		—		11		—		11
Other		7		6		32		22

	$	67	$	69	$	259	$	249

NOTE 5 OTHER INCOME, NET


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Canadian Oil Sands Trust income	$	7		$	36		$	16		$	91
Refinery income		9			2			13			2
Interest income		2			7			11			24
Gain on sale of investments, net		2			19			2			29
Foreign currency exchange gains (losses), net		2			(7	)		—			(20	)
Gain on sale of exploration property		—			32			—			32
Income from development projects, net		—			3			—			12
(Loss) gain on ineffective portion of derivative instruments, net (Note 16)		(1	)		3			(5	)		5
Impairment of marketable securities (Note 17)		—			(34	)		(6	)		(90	)
Other		4			5			12			15

	$	25		$	66		$	43		$	100

NEWMONT MINING CORPORATION

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

NOTE 6 EMPLOYEE PENSION AND OTHER BENEFIT PLANS


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Pension benefit costs, net
Service cost	$	5		$	4		$	14		$	12
Interest cost		8			7			24			22
Expected return on plan assets		(8	)		(7	)		(22	)		(21	)
Amortization of prior service cost		—			—			1			—
Amortization of loss		4			—			11			2

	$	9		$	4		$	28		$	15


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

	$	2	$	1	$	6	$	3

For the three months ended September 30, 2009 and 2008, the Company recognized pension settlement losses of $nil and $1, respectively, related to senior management retirements. For the nine months ended September 30, 2009 and 2008, the Company recognized pension settlement losses of $nil and $12, respectively, related to senior management retirements. These costs were recorded in Other expense, net (see Note 4).

NOTE 7 STOCK BASED COMPENSATION

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Stock options	$	3	$	5	$	11	$	13
Restricted stock units		3		—		6		—
Deferred stock awards		2		3		10		8
Restricted stock awards		—		1		3		4

	$	8	$	9	$	30	$	25

For the three months ended September 30, 2009 and 2008, no stock options were granted. For the nine months ended September 30, 2009 and 2008, 1,157,825 and 1,116,963 stock options, respectively, were granted at a weighted-average exercise price of $40 and $44, respectively, per underlying share of the Company’s common stock. At September 30, 2009, unrecognized compensation costs related to unvested stock options was $22. This cost is expected to be recognized over a weighted-average period of approximately 2.2 years.

For the three months ended September 30, 2009 and 2008, no shares of restricted stock units were granted. For the nine months ended September 30, 2009 and 2008, 490,273 and 8,927 shares of restricted stock units, respectively, were granted, at a weighted-average fair market value of $42 and $49, respectively.

No deferred stock awards were granted during the three and nine months ended September 30, 2009, and the three months ended September 30, 2008. For the nine months ended September 30, 2008, 394,095 deferred stock awards were granted at a weighted-average fair market value of $44.

No restricted stock awards were granted during the three and nine months ended September 30, 2009. For the three and nine months ended September 30, 2008, 4,034 and 118,697 shares of restricted stock, respectively, were granted and issued, at a weighted-average fair market value of $50 and $49, respectively.

NEWMONT MINING CORPORATION

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

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 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 September 30, 2009, the Company’s total unrecognized tax benefit was $120 for uncertain tax positions taken or expected to be taken on tax returns. Of this, $93 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 September 30, 2009 is $12 of tax positions that, due to the impact of deferred tax accounting, the potential disallowance of which would not affect the annual effective tax rate.

In April 2009, the United States Tax Court issued an opinion for Santa Fe Pacific Gold Company and Subsidiaries (“Santa Fe”), by and through its successor in interest, Newmont USA Limited, a member of the Newmont Mining Corporation (“Newmont”) affiliated group. The Tax Court ruled in favor of Santa Fe regarding the deductibility of a termination fee that had been paid in 1997 as part of a merger agreement. At September 30, 2009, Newmont had not been notified by the Commissioner of the Internal Revenue Service (“Commissioner”) regarding a decision to appeal the Tax Court Ruling. If the Commissioner does not file an appeal, the Company will be decreasing its liability and accrued interest for uncertain income tax positions in the fourth quarter of 2009.

As a result of (i) statute of limitations that expire in the next 12 months in various jurisdictions, (ii) the effects of the aforementioned closure with respect to the Santa Fe matters described above and (iii) 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 $55 to $87 in the next 12 months.

NOTE 9 DISCONTINUED OPERATIONS

Discontinued operations include the Company’s Kori Kollo operation sold in July 2009 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 Income (loss) from discontinued operations in the Condensed Consolidated Statements of Income for all periods presented. The Condensed 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 Income (loss) from discontinued operations in the Condensed Consolidated Statements of Income:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009			2008
Sales — gold, net	$	—	$	21		$	32		$	58


Income (loss) from operations	$	—	$	(19	)	$	1		$	(7	)
Loss on impairment		—		—			(44	)		—
Gain on sale of royalty portfolio		—		—			—			5
Gain on sale of Pajingo assets		—		—			—			1

Pre-tax loss		—		(19	)		(43	)		(1	)
Income tax benefit		—		26			29			18

Income (loss) from discontinued operations	$	—	$	7		$	(14	)	$	17

NEWMONT MINING CORPORATION

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

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


	At September 30,		At December 31,
	2009		2008
Assets:
Accounts receivable	$	—	$	9
Inventories		—		12
Stockpiles and ore on leach pads		—		43
Property, plant and mine development		—		4
Deferred income tax assets		31		2
Other assets		—		3

Total assets of operations held for sale	$	31	$	73


Liabilities:
Current and long-term debt	$	—	$	4
Accounts payable		—		1
Employee-related benefits		—		8
Reclamation and remediation liabilities		—		17
Other liabilities		13		6

Total liabilities of operations held for sale	$	13	$	36

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 :


	Nine Months Ended
	September 30,
	2009			2008
Net cash provided from (used in) discontinued operations:
(Loss) income from discontinued operations	$	(14	)	$	17
Impairment of assets held for sale		44			—
Write-down of inventory		7			—
Amortization		3			7
Deferred income taxes		(30	)		(1	)
Other operating adjustments		1			15
Decrease in net operating liabilities		(8	)		(143	)

	$	3		$	(105	)


Net cash used in investing activities of discontinued operations:
Additions to property, plant and mine development	$	—		$	(5	)
Proceeds from asset sales, net		—			(6	)

	$	—		$	(11	)


Net cash used in financing activities of discontinued operations:
Repayment of debt	$	(2	)	$	(3	)

	$	(2	)	$	(3	)

NOTE 10 NONCONTROLLING INTERESTS


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009			2008
Batu Hijau	$	156	$	(17	)	$	248		$	103
Yanacocha		99		49			243			188
Other		2		(1	)		(2	)		—

	$	257	$	31		$	489		$	291

NEWMONT MINING CORPORATION

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

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 VIE 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 was 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 arbitration 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%. 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%. Swiss residents hold the remaining 39.36%. Prior to consolidation, the Company accounted for EGR using the equity method of accounting.

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				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009			2008
Numerator:
Net income attributable to Newmont stockholders
Continuing operations	$	388	$	182	$	748		$	809
Discontinued operations		—		9		(9	)		18

	$	388	$	191	$	739		$	827


Denominator:
Basic		490		454		485			454
Effect of employee stock-based awards		1		1		1			2

Diluted		491		455		486			456


Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations	$	0.79	$	0.40	$	1.54		$	1.78
Discontinued operations		—		0.02		(0.02	)		0.04

	$	0.79	$	0.42	$	1.52		$	1.82

Diluted:
Continuing operations	$	0.79	$	0.40	$	1.54		$	1.77
Discontinued operations		—		0.02		(0.02	)		0.04

	$	0.79	$	0.42	$	1.52		$	1.81

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 $1,233.

Options to purchase 5.1 million and 1.1 million shares of common stock at average exercise prices of $46 and $55 were outstanding at September 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.

NEWMONT MINING CORPORATION

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

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 of contingently convertible instruments on diluted earnings per share is calculated under the net share settlement method in accordance with accounting guidance for 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.

NOTE 12 COMPREHENSIVE INCOME (LOSS)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009		2008

Net income	$	645		$	222		$	1,228	$	1,118
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on marketable securities (Note 17)		120			(481	)		312		(77	)
Foreign currency translation adjustments		118			(103	)		207		(120	)
Pension and other benefit liability adjustments		3			1			6		9
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations		77			(106	)		163		(55	)
Net amount reclassified to income		(5	)		(2	)		19		(10	)

Net unrecognized gain (loss) on derivatives		72			(108	)		182		(65	)

		313			(691	)		707		(253	)

Comprehensive income (loss)	$	958		$	(469	)	$	1,935	$	865


Comprehensive income (loss) attributable to:
Newmont stockholders	$	700		$	(498	)	$	1,444	$	576
Noncontrolling interests		258			29			491		289

	$	958		$	(469	)	$	1,935	$	865

NEWMONT MINING CORPORATION

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

NOTE 13 CHANGES IN EQUITY


	Nine Months Ended
	September 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			6

At end of period		768			704

Additional paid-in capital:
At beginning of period		6,831			6,916
Common stock offering		1,178			—
Convertible debt issuance		46			—
Common stock dividends		(45	)		(136	)
Stock based compensation		53			71
Shares issued in exchange for exchangeable shares		(3	)		(7	)

At end of period		8,060			6,844

Accumulated other comprehensive income (loss):
At beginning of period		(253	)		957
Other comprehensive income (loss) (Note 12)		707			(253	)

At end of period		454			704

Retained earnings (deficit):
At beginning of period		4			(809	)
Net income attributable to Newmont stockholders		739			827
Common stock dividends		(102	)		—

At end of period		641			18

Noncontrolling interests:
At beginning of period		1,370			1,449
Net income attributable to noncontrolling interests		489			291
Dividends paid to noncontrolling interests		(115	)		(247	)
Other comprehensive income (loss)		2			(2	)
Acquisition of noncontrolling interest in Miramar Mining Corporation		—			(39	)
Acquisition of noncontrolling interest in EGR		—			24

At end of period		1,746			1,476

Total equity	$	11,669		$	9,746

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 $1,233 after deducting the underwriters discount and expenses of the offering.

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, by 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.

NEWMONT MINING CORPORATION

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

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

The Company estimates that the fair value of the contingent consideration is approximately $62, and recognized this 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 Note 4, Other expense, net) , including Australian stamp duties. $14 of these costs were paid at September 30, 2009. Additionally, in June 2009, Newmont paid $182 to reimburse AngloGold for its share of capital and other project expenditures 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 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

Fair value accounting 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 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).

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 accounting guidance, 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 September 30, 2009
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	1,733	$	1,733	$	—	$	—
Marketable equity securities		1,029		1,029		—		—
Corporate marketable debt securities		10		10		—		—
Other marketable debt securities:
Asset backed commercial paper		18		—		—		18
Auction rate securities		5		—		—		5
Trade receivable from provisional copper and gold concentrate sales, net		191		191		—		—
Derivative instruments, net		149		—		149		—

	$	3,135	$	2,963	$	149	$	23

Liabilities:
8 5/8% debentures ($100 hedged portion)	$	97	$	—	$	97	$	—
Boddington contingent consideration		62		—		—		62

	$	159	$	—	$	97	$	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 equivalent 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.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 nine months ended September 30, 2009.


						Boddington
	Auction Rate		Asset Backed			Contingent
	Securities		Commercial Paper			Consideration		Total
Balance at beginning of period	$	5	$	22		$	—	$	27
Settlements		—		(4	)		—		(4	)
Transfers in		—		—			62		62

Balance at end of period	$	5	$	18		$	62	$	85

At September 30, 2009, the assets and liabilities classified within Level 3 of the fair value hierarchy represent 1% and 39% of the total assets and liabilities measured at fair value, respectively.

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 hedge accounting guidance, the Company designated currency fixed forward and option contracts as cash flow hedges, diesel forward contracts as cash flow hedges, treasury rate lock contracts as cash flow hedges of proceeds realized from debt issuances, 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. The maximum period over which hedged forecasted transactions are expected to occur is three years.

Cash Flow Hedges

Foreign Currency Contracts

Newmont utilizes foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in currency rates. Newmont hedges up to 80% of the Company’s IDR denominated operating expenditures which results in a blended IDR/$ rate realized each period. The hedging instruments 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 September 30, 2009 and 2008, the IDR/$ forward purchase contracts reduced Batu Hijau Costs applicable to sales by $1. For the nine months ended September 30, 2009 and 2008, the IDR/$ forward purchase contracts increased Batu Hijau Costs applicable to sales by $1 and reduced Batu Hijau Costs applicable to sales by $2, respectively. At September 30, 2009, the Company has hedged 20% of its expected remaining 2009 IDR operating expenditures.

The Company hedges 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 September 30, 2009 and 2008, the A$ operating hedging instruments reduced Australia/New Zealand Costs applicable to sales by $4 and $nil, respectively. For the nine months ended September 30, 2009 and 2008, the A$ operating hedging instruments increased Australia/New Zealand Costs applicable to sales by $21 and reduced Australia/New Zealand Costs applicable to sales by $5, respectively. At September 30, 2009, the Company has hedged 78% of its expected remaining 2009 A$ operating expenditures, and 53%, 30% and 9% of its expected 2010, 2011 and 2012 A$ operating expenditures, respectively.

NEWMONT MINING CORPORATION

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

The Company hedges 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 September 30, 2009 and 2008, the NZ$ operating hedging instruments reduced Australia/New Zealand Costs applicable to sales by $nil. For the nine months ended September 30, 2009 and 2008, the NZ$ operating hedging instruments increased Australia/New Zealand Costs applicable to sales by $3 and $nil, respectively. At September 30, 2009, the Company has hedged 68% of its expected remaining 2009 NZ$ operating expenditures, and 42% and 9% of its expected 2010 and 2011 NZ$ operating expenditures, respectively.

The Company hedges up to 95% of the Company’s A$ denominated capital expenditures related to the construction of Boddington. The hedging instruments consist 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. At September 30, 2009, the Company has hedged 33% 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 .

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


	Expected Maturity Date
									Total/
	2009		2010		2011		2012		Average
IDR Forward Purchase Contracts:
$ (millions)	$	6	$	—	$	—	$	—	$	6
Average rate (IDR/$)		10,584		—		—		—		10,584
IDR notional (millions)		63,501		—		—		—		63,501
A$ Operating Forward Purchase Contracts:
$ (millions)	$	118	$	489	$	275	$	61	$	943
Average rate ($/A$)		0.77		0.76		0.72		0.73		0.75
A$ notional (millions)		154		644		379		83		1,260
NZ$ Operating Forward Purchase Contracts:
$ (millions)	$	12	$	28	$	6	$	—	$	46
Average rate ($/NZ$)		0.64		0.62		0.63		—		0.63
NZ$ notional (millions)		19		46		9		—		74
A$ Boddington Capital Forward Purchase Contracts:
$ (millions)	$	25	$	—	$	—	$	—	$	25
Average rate ($/A$)		0.80		—		—		—		0.80
A$ notional (millions)		31		—		—		—		31

Diesel Fixed Forward Contracts

Newmont hedges up to 66% of its operating cost exposure related to diesel prices of fuel consumed at its Nevada operations to reduce the variability in realized diesel prices. The hedging instruments consist 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 September 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $2 and $nil, respectively. For the nine months ended September 30, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $13 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 from hedge ineffectiveness are recognized in current earnings. At September 30, 2009, the Company has hedged 64% of its expected remaining 2009 Nevada diesel expenditures, and 43% and 14% of its expected 2010 and 2011 Nevada diesel expenditures, respectively.

NEWMONT MINING CORPORATION

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

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


	Expected Maturity Date
							Total/
	2009		2010		2011		Average
Diesel Forward Purchase Contracts:
$ (millions)	$	12	$	33	$	9	$	54
Average rate ($/gallon)		1.78		1.90		2.07		1.90
Diesel gallons (millions)		7		17		4		28

Treasury Rate Lock Contracts

In connection with the 2019 and 2039 notes issued in September 2009, Newmont acquired treasury rate lock contracts to reduce the variability of the proceeds realized from the bond issuances. The treasury rate locks resulted in $6 and $5 unrealized gains for the 2019 and 2039 notes, respectively. The Company previously acquired treasury rate locks in connection with the issuance of the 2035 notes that resulted in a $10 unrealized loss. The gains/losses from these contracts will be recognized over the terms of the respective notes.

Fair Value Hedges

Interest Rate Swap Contracts

At September 30, 2009, Newmont had $100 fixed to floating swap contracts designated as a hedge against a portion of its 8 5/8% debentures due 2011. The interest rate swap contracts 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 $nil for the three months ended September 30, 2009 and 2008, respectively, and decreased Interest expense, net by $3 and $1 for the nine months ended September 30, 2009 and 2008, respectively. For the three months ended September 30, 2009 and 2008, losses of $1 and $nil were included in Other income, net for the ineffective portion of derivative instruments designated as fair value hedges, respectively. For the nine months ended September 30, 2009 and 2008, losses of $2 and $nil, respectively, were included in Other income, net for the ineffective portion of derivative instruments designated as fair value hedges.

NEWMONT MINING CORPORATION

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

Derivative Instrument Fair Values

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


	Fair Values of Derivative Instruments
	At September 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		5		1		—		—
A$ forward purchase contracts		72		59		—		—
Diesel forward contracts		2		1		—		—
Interest rate swap contracts		2		6		—		—

Total derivative instruments (Notes 20 and 22)	$	82	$	67	$	—	$	—


	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

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 gains (losses) reported in the Company’s Condensed 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												Treasury Rate
	Exchange Contracts						Diesel Forward Contracts						Lock Contracts
	2009			2008			2009			2008			2009		2008
Cash flow hedging relationships:
For the three months ended September 30,
Gain (loss) recognized in other comprehensive income (effective portion)	$	102		$	(148	)	$	(1	)	$	(5	)	$	11	$	—
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		2			2			(2	)		—			—		—

	$	104		$	(146	)	$	(3	)	$	(5	)	$	11	$	—

For the nine months ended September 30,
Gain (loss) recognized in other comprehensive income (effective portion)	$	220		$	(74	)	$	3		$	(3	)	$	11	$	—
(Loss) gain reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		(28	)		8			(13	)		—			—		—

	$	192		$	(66	)	$	(10	)	$	(3	)	$	11	$	—


⁽¹⁾		The gain (loss) for the effective portion of foreign exchange and diesel cash flow hedges reclassified from Accumulated other comprehensive income is recorded in Costs applicable to sales . The gain for the effective portion of treasury rate lock cash flow hedges reclassified from Accumulated other comprehensive income is recorded in Interest expense, net .

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 $56.


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

	$	—		$	—	$	(1	)	$	2

For the nine months ended September 30,
Gain (loss) recognized in income (effective portion) ⁽¹⁾	$	3		$	1	$	(2	)	$	(2	)
(Loss) gain recognized in income (ineffective portion) ⁽²⁾		(2	)		—		(3	)		5

	$	1		$	1	$	(5	)	$	3


⁽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 .

NEWMONT MINING CORPORATION

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

Provisional Copper and Gold Sales

LME copper prices averaged $2.65 per pound during the three months ended September 30, 2009, compared with the Company’s recorded average provisional price of $2.73 per pound before mark-to-market gains and treatment and refining charges. LME copper prices averaged $2.12 per pound during the nine months ended September 30, 2009, compared with the Company’s recorded average provisional price of $2.23 per pound before mark-to-market gains and treatment and refining charges. The applicable forward copper price at the end of the quarter was $2.79 per pound. During the three months ended September 30, 2009, increasing copper prices resulted in a provisional pricing mark-to-market gain of $48 ($0.34 per pound). During the nine months ended September 30, 2009, changes in copper prices resulted in a provisional pricing mark-to-market gain of $112 ($0.33 per pound). At September 30, 2009, the Company had copper sales of 140 million pounds priced at an average of $2.79 per pound, subject to final pricing over the next several months.

The average London P.M. gold fix was $960 per ounce during the three months ended September 30, 2009, compared with the Company’s recorded average provisional gold price of $961 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. gold fix was $931 per ounce during the nine months ended September 30, 2009, compared with the Company’s recorded average provisional gold price of $930 per ounce before mark-to-market gains and treatment and refining charges. The applicable forward gold price at the end of the quarter was $996 per ounce. During the three months ended September 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $5 ($3 per ounce). During the nine months ended September 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $6 ($1 per ounce). At September 30, 2009, the Company had gold sales of 96,000 ounces priced at an average of $996 per ounce, subject to final pricing over the next several months.

NEWMONT MINING CORPORATION

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

NOTE 17 INVESTMENTS


	At September 30, 2009
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities	$	8	$	11	$	—		$	19


Long-term:
Marketable Debt Securities:
Asset backed securities	$	25	$	—	$	(7	)	$	18
Auction rate securities		7		—		(2	)		5
Corporate		8		2		—			10

		40		2		(9	)		33

Marketable Equity Securities:
Canadian Oil Sands Trust		285		593		—			878
Gabriel Resources Ltd.		72		29		—			101
Shore Gold Inc.		4		14		—			18
Other		9		4		—			13

		370		640		—			1,010

Other investments, at cost		7		—		—			7
Investment in Affiliate:
AGR Matthey Joint Venture		19		—		—			19

	$	436	$	642	$	(9	)	$	1,069


	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 Affiliate:
AGR Matthey Joint Venture		12		—		—			12

	$	380	$	283	$	(8	)	$	655

During the third quarter of 2009, the Company did not recognize any impairments for other-than temporary declines in value, resulting in total impairments for the first nine months of 2009 of $2 for Shore Gold Inc. and $4 for other marketable equity securities. During the third quarter of 2008, the Company recognized impairments for other-than temporary declines in value of $26 for Shore Gold Inc. and $8 for other marketable securities, resulting in total impairments of $58 for Shore Gold Inc., $13 for Gabriel Resources Ltd. and $19 for other marketable securities for the first nine months of 2008.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 September 30, 2009	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Asset backed securities	$	18	$	7	$	—	$	—	$	18	$	7
Auction rate securities		—		—		5		2		5		2

	$	18	$	7	$	5	$	2	$	23	$	9


	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 $9 and $11 at September 30, 2009 and December 31, 2008, respectively, relates 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 September 30,		At December 31,
	2009		2008
In-process	$	70	$	53
Concentrate		12		54
Precious metals		15		20
Materials, supplies and other		382		380

	$	479	$	507

During the first nine months of 2009, the Company recorded write-downs of $5 to reduce the carrying value of material and supplies inventories to net realizable value, primarily related to Nevada and Batu Hijau. During the first nine months of 2008, the Company recorded write-downs of $1 to reduce the carrying value of material and supplies inventories to net realizable value, primarily related to Batu Hijau. Inventory write-downs are classified as components of Costs applicable to sales .

NOTE 19 STOCKPILES AND ORE ON LEACH PADS


	At September 30,		At December 31,
	2009		2008
Current:
Stockpiles	$	158	$	117
Ore on leach pads		196		173

	$	354	$	290

Long-term:
Stockpiles	$	1,113	$	872
Ore on leach pads		298		264

	$	1,411	$	1,136

NEWMONT MINING CORPORATION

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

At September 30, 2009, stockpiles were primarily located at Batu Hijau ($788), Nevada ($250) and Australia/New Zealand ($140) and leach pads were primarily located at Yanacocha ($310) and Nevada ($177). During the first nine months of 2008, the Company recorded write-downs of $2 included in Costs applicable to sales in Australia/New Zealand to reduce the carrying value of stockpiles to net realized value. Stockpile write-downs are classified as components of Costs applicable to sales .

NOTE 20 OTHER ASSETS


	At September 30,		At December 31,
	2009		2008
Other current assets:
Refinery metal inventory and receivable	$	355	$	168
Derivative instruments (Note 16)		82		6
Other prepaid assets		64		43
Notes receivable		11		8
Prepaid income and mining taxes		11		187
Other		58		43

	$	581	$	455


Other long-term assets:
Derivative instruments (Note 16)	$	67	$	8
Debt issuance costs		53		29
Restricted cash		30		33
Prepaid royalties		19		19
Other receivables		15		17
Corporate-owned life insurance		13		26
Prepaid maintenance costs		11		13
Other		53		62

	$	261	$	207

NOTE 21 DEBT


	At September 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)		—		219		—		214
Corporate revolving credit facility (due 2012)		—		—		—		757
2012 convertible senior notes, net of discount		—		458		—		—
2014 convertible senior notes, net of discount		—		463		—		448
2017 convertible senior notes, net of discount		—		413		—		401
5 1/8% senior notes, net of discount (due 2019)		—		896		—		—
5 7/8% notes, net of discount (due 2035)		—		597		—		597
6 1/4% senior notes, net of discount (due 2039)		—		1,087		—		—
PTNNT project financing facility		87		176		87		219
PTNNT shareholder loans		72		—		18		—
Yanacocha credit facility		14		52		14		62
Yanacocha bonds		4		96		—		100
Ahafo project facility		10		70		9		66
Other project financings and capital leases		14		7		13		20

	$	225	$	4,698	$	165	$	3,072

During the first nine months of 2009, the Company repaid all borrowings under its $2,000 revolving credit facility and completed three debt offerings. In February, the Company issued $518 convertible senior notes maturing on February 15, 2012 for net proceeds of $504. The notes 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. In September, the Company completed a two part public offering of $900 and $1,100 senior notes maturing on October 1, 2019 and October 1, 2039, respectively. Net proceeds from the 2019 and 2039 notes were $896 and $1,082, respectively. The 2019 notes pay interest semi-annually at a rate of 5.125% per annum and the 2039 notes pay semi-annual interest of 6.25% per annum.

NEWMONT MINING CORPORATION

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

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 at September 30, 2009 and December 31, 2008, respectively. At September 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.

As further discussed in Note 27, through mid-October 2009 the Company provided 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. On October 21, 2009, the Company provided letters of credit to the Senior Lenders to secure 56.25% of the PTNNT project financing facility, and as a result, the Company no longer provides a separate corporate guarantee in support of the financing.

Scheduled minimum debt repayments at September 30, 2009 are $127 for the remainder of 2009, $157 in 2010, $336 in 2011, $603 in 2012, $116 in 2013 and $3,584 thereafter.

NOTE 22 OTHER LIABILITIES


	At September 30,		At December 31,
	2009		2008
Other current liabilities:
Refinery metal payable	$	355	$	168
Boddington acquisition costs (Note 14)		292		—
Accrued capital expenditures		214		107
Accrued operating costs		133		137
Reclamation and remediation costs (Note 23)		53		58
Interest		53		35
Royalties		33		28
Peruvian royalty		19		18
Taxes other than income and mining		10		39
Deferred income tax		8		8
Derivative instruments (Note 16)		—		111
Other		56		61

	$	1,226	$	770


Other long-term liabilities:
Income and mining taxes	$	120	$	167
Boddington contingent consideration (Note 14)		62		—
Derivative instruments (Note 16)		—		43
Other		54		42

	$	236	$	252

NEWMONT MINING CORPORATION

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

NOTE 23 RECLAMATION AND REMEDIATION LIABILITIES (ASSET RETIREMENT OBLIGATIONS)

At September 30, 2009 and December 31, 2008, $624 and $594, respectively, were accrued for reclamation obligations relating to mineral properties in accordance with asset retirement obligation accounting guidance. 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 September 30, 2009 and December 31, 2008, $153 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:


	Nine Months Ended
	September 30,
	2009			2008
Balance at beginning of period	$	757		$	672
Additions, changes in estimates and other		21			57
Liabilities settled		(35	)		(83	)
Accretion expense		34			30

Balance at end of period	$	777		$	676

The current portions of Reclamation and remediation liabilities of $53 and $58 at September 30, 2009 and December 31, 2008, respectively, are included in Other current liabilities .

The Company’s reclamation and remediation expenses consisted of:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Asset retirement cost amortization	$	7	$	7	$	21	$	18
Accretion — operating		8		7		25		23
Accretion — non-operating (Note 4)		3		2		9		7
Reclamation estimate revisions — non-operating (Note 4)		—		13		—		74

	$	18	$	29	$	55	$	122

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:


	Nine Months Ended
	September 30,
	2009			2008
Decrease (increase) in operating assets:
Trade and accounts receivable	$	200		$	25
Inventories, stockpiles and ore on leach pads		(249	)		(236	)
EGR refinery assets		(179	)		(47	)
Other assets		4			(112	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		53			(88	)
EGR refinery liabilities		179			47
Reclamation liabilities		(35	)		(83	)

	$	(27	)	$	(494	)

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 in the second quarter of 2009 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 September 30, 2009	Sales		Sales		Amortization		Exploration		Income

Nevada	$	481	$	273	$	69	$	13	$	118
Hope Bay		—		—		3		20		(24	)
La Herradura		23		8		2		1		12
Other North America		—		—		—		—		(2	)

North America		504		281		74		34		104


Yanacocha		535		163		43		6		299
Other South America		—		—		—		1		(2	)

South America		535		163		43		7		297


Boddington		—		—		—		12		(11	)
Other Australia/New Zealand		282		152		32		6		77

Australia/New Zealand		282		152		32		18		66

Batu Hijau:
Gold		201		37		10
Copper		396		71		18

Total Batu Hijau		597		108		28		—		445

Other Asia Pacific		—		—		1		4		(17	)

Asia Pacific		879		260		61		22		494


Africa		131		61		17		4		44


Corporate and Other		—		—		4		15		(35	)

Consolidated	$	2,049	$	765	$	199	$	82	$	904

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 September 30, 2008	Sales		Sales		Amortization		Exploration		Income

Nevada	$	471	$	271	$	65	$	13	$	109
Hope Bay		—		—		—		21		(21	)
La Herradura		19		9		2		2		6
Other North America		—		—		1		6		(9	)

North America		490		280		68		42		85


Yanacocha		378		159		43		7		157
Other South America		—		—		—		8		21

South America		378		159		43		15		178


Boddington		—		—		—		2		(7	)
Other Australia/New Zealand		273		178		33		7		66

Australia/New Zealand		273		178		33		9		59

Batu Hijau:
Gold		23		20		4
Copper		90		88		16

Total Batu Hijau		113		108		20		2		(43	)

Other Asia Pacific		—		—		—		6		(19	)

Asia Pacific		386		286		53		17		(3	)


Africa		117		55		16		12		29


Corporate and Other		—		—		6		15		(67	)

Consolidated	$	1,371	$	780	$	186	$	101	$	222

NEWMONT MINING CORPORATION

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


			Costs				Advanced
Nine Months Ended			Applicable to				Projects and		Pre-Tax			Total		Capital
September 30, 2009		Sales	Sales		Amortization		Exploration		Income			Asset ⁽¹⁾		Expenditures ⁽²⁾

Nevada	$	1,321	$	764	$	183	$	40	$	309		$	3,215	$	154
Hope Bay		—		—		9		56		(64	)		1,818		4
La Herradura		75		30		7		2		36			116		34
Other North America		—		—		—		1		(6	)		55		—

North America		1,396		794		199		99		275			5,204		192


Yanacocha		1,451		488		128		16		747			2,182		94
Other South America		—		—		—		15		(13	)		28		—

South America		1,451		488		128		31		734			2,210		94


Boddington		—		—		—		29		(87	)		3,832		961
Other Australia/New Zealand		814		438		94		18		243			843		75

Australia/New Zealand		814		438		94		47		156			4,675		1,036

Batu Hijau:
Gold		358		88		23
Copper		786		217		55

Total Batu Hijau		1,144		305		78		—		713			3,024		30

Other Asia Pacific		—		—		2		9		(32	)		215		2

Asia Pacific		1,958		743		174		56		837			7,914		1,068


Africa		382		175		51		16		128			1,163		46


Corporate and Other ⁽¹⁾		—		—		14		45		(224	)		4,656		12

Consolidated	$	5,187	$	2,200	$	566	$	247	$	1,750		$	21,147	$	1,412


⁽¹⁾		Corporate and Other includes $31 of Assets held for sale (Note 9). ⁽²⁾ Accrual basis; includes increase in accrued capital of $98. Consolidated capital expenditures on a cash basis were $1,314.

⁽²⁾		Accrual basis; includes increase in accrued capital of $98. Consolidated capital expenditures on a cash basis were $1,314.

NEWMONT MINING CORPORATION

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


			Costs				Advanced
Nine Months Ended			Applicable to				Projects and		Pre-Tax			Total		Capital
September 30, 2008	Sales		Sales		Amortization		Exploration		Income			Assets ⁽¹⁾		Expenditures ⁽²⁾

Nevada	$	1,457	$	724	$	175	$	35	$	495		$	3,249	$	227
Hope Bay		—		—		—		43		(43	)		1,848		63
La Herradura		64		27		6		4		27			88		17
Other North America		—		—		1		21		(27	)		196		—

North America		1,521		751		182		103		452			5,381		307


Yanacocha		1,265		488		131		20		571			2,047		126
Other South America		—		—		—		25		5			38		—

South America		1,265		488		131		45		576			2,085		126


Boddington		—		—		—		7		(8	)		1,557		604
Other Australia/New Zealand		815		504		89		19		203			836		97

Australia/New Zealand		815		504		89		26		195			2,393		701

Batu Hijau:
Gold		171		76		15
Copper		705		342		67

Total Batu Hijau		876		418		82		2		315			2,322		65

Other Asia Pacific		—		—		2		13		(82	)		99		1

Asia Pacific		1,691		922		173		41		428			4,814		767


Africa		321		150		47		33		90			1,188		77


Corporate and Other ⁽¹⁾		1		—		15		45		(246	)		3,115		6

Consolidated	$	4,799	$	2,311	$	548	$	267	$	1,300		$	16,583	$	1,283


⁽¹⁾		Corporate and Other includes $82 of Assets held for sale.

⁽²⁾		Accrual basis; includes increase in accrued capital of $67. Consolidated capital expenditures on a cash basis were $1,350.


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

NEWMONT MINING CORPORATION

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

NOTE 26 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Newmont USA, a 100% owned subsidiary of Newmont Mining Corporation, has fully and unconditionally guaranteed the 5 7/8%, 5 1/8% and 6 1/4% publicly traded notes and the 2012, 2014 and 2017 convertible senior 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 September 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	1,240		$	413		$	—		$	1,653
Sales — copper, net		—			396			—			—			396

		—			1,636			413			—			2,049


Costs and expenses
Costs applicable to sales — gold ⁽¹⁾		—			480			219			(5	)		694
Costs applicable to sales — copper ⁽¹⁾		—			71			—			—			71
Amortization		—			146			54			(1	)		199
Accretion		—			6			2			—			8
Exploration		—			26			29			—			55
Advanced projects, research and development		—			11			17			(1	)		27
General and administrative		—			31			1			7			39
Other expense, net		—			34			33			—			67

		—			805			355			—			1,160


Other income (expense)
Other income, net		(2	)		(1	)		28			—			25
Interest income — intercompany		17			1			3			(21	)		—
Interest expense — intercompany		(2	)		—			(19	)		21			—
Interest expense, net		3			(12	)		(1	)		—			(10	)

		16			(12	)		11			—			15

Income from continuing operations before income tax and other items		16			819			69			—			904
Income tax benefit (expense)		11			(250	)		(14	)		—			(253	)
Equity income (loss) of affiliates		361			(3	)		48			(412	)		(6	)

Income (loss) from continuing operations		388			566			103			(412	)		645
Income (loss) from discontinued operations		—			—			—			—			—

Net income (loss)		388			566			103			(412	)		645
Net loss (income) attributable to noncontrolling interests		—			(257	)		(16	)		16			(257	)

Net income (loss) attributable to Newmont stockholders	$	388		$	309		$	87		$	(396	)	$	388


⁽¹⁾		Exclusive of Amortization and Accretion.

NEWMONT MINING CORPORATION

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


	Three Months Ended September 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	890		$	391		$	—		$	1,281
Sales — copper, net		—			90			—			—			90

		—			980			391			—			1,371


Costs and expenses
Costs applicable to sales — gold ⁽¹⁾		—			460			237			(5	)		692
Costs applicable to sales — copper ⁽¹⁾		—			88			—			—			88
Amortization		—			135			51			—			186
Accretion		—			5			2			—			7
Exploration		—			34			23			—			57
Advanced projects, research and development		—			14			31			(1	)		44
General and administrative		—			29			2			6			37
Other expense, net		1			52			16			—			69

		1			817			362			—			1,180


Other income (expense)
Other income, net		(24	)		39			51			—			66
Interest income — intercompany		77			2			—			(79	)		—
Interest expense — intercompany		(2	)		—			(77	)		79			—
Interest expense, net		(16	)		(19	)		—			—			(35	)

		35			22			(26	)		—			31

Income from continuing operations before income tax benefit (expense) and other items		34			185			3			—			222
Income tax benefit (expense)		16			(32	)		10			—			(6	)
Equity income (loss) of affiliates		134			3			17			(155	)		(1	)

Income (loss) from continuing operations		184			156			30			(155	)		215
Income (loss) from discontinued operations		7			(9	)		—			9			7

Net income (loss)		191			147			30			(146	)		222
Net (income) loss attributable to noncontrolling interests		—			(33	)		(5	)		7			(31	)

Net income (loss) attributable to Newmont stockholders	$	191		$	114		$	25		$	(139	)	$	191


⁽¹⁾		Exclusive of Amortization and Accretion.

NEWMONT MINING CORPORATION

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


	Nine Months Ended September 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	3,205		$	1,196		$	—		$	4,401
Sales — copper, net		—			786			—			—			786

		—			3,991			1,196			—			5,187


Costs and expenses
Costs applicable to sales — gold ⁽¹⁾		—			1,370			630			(17	)		1,983
Costs applicable to sales — copper ⁽¹⁾		—			217			—			—			217
Amortization		—			408			159			(1	)		566
Accretion		—			19			6			—			25
Exploration		—			74			73			—			147
Advanced projects, research and development		—			46			57			(3	)		100
General and administrative		—			94			3			21			118
Other expense, net		8			122			129			—			259

		8			2,350			1,057			—			3,415


Other income (expense)
Other income, net		(12	)		(1	)		56			—			43
Interest income — intercompany		77			5			4			(86	)		—
Interest expense — intercompany		(7	)		—			(79	)		86			—
Interest expense, net		(24	)		(37	)		(4	)		—			(65	)

		34			(33	)		(23	)		—			(22	)

Income from continuing operations before income tax and other items		26			1,608			116			—			1,750
Income tax (expense) benefit		(2	)		(493	)		1			—			(494	)
Equity income (loss) of affiliates		729			—			102			(845	)		(14	)

Income (loss) from continuing operations		753			1,115			219			(845	)		1,242
(Loss) income from discontinued operations		(14	)		(14	)		—			14			(14	)

Net income (loss)		739			1,101			219			(831	)		1,228
Net loss (income) attributable to noncontrolling interests		—			(491	)		(44	)		46			(489	)

Net income (loss) attributable to Newmont stockholders	$	739		$	610		$	175		$	(785	)	$	739


⁽¹⁾		Exclusive of Amortization and Accretion.

NEWMONT MINING CORPORATION

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


	Nine Months Ended September 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Revenues
Sales — gold, net	$	—		$	2,957		$	1,137		$	—		$	4,094
Sales — copper, net		—			705			—			—			705

		—			3,662			1,137			—			4,799


Costs and expenses
Costs applicable to sales — gold ⁽¹⁾		—			1,317			667			(15	)		1,969
Costs applicable to sales — copper ⁽¹⁾		—			342			—			—			342
Amortization		—			409			140			(1	)		548
Accretion		—			17			6			—			23
Exploration		—			93			61			—			154
Advanced projects, research and development		—			38			76			(1	)		113
General and administrative		—			82			4			17			103
Other expense, net		1			166			82			—			249

		1			2,464			1,036			—			3,501


Other income (expense)
Other income, net		(33	)		92			41			—			100
Interest income — intercompany		222			22			—			(244	)		—
Interest expense — intercompany		(6	)		—			(238	)		244			—
Interest expense, net		(52	)		(41	)		(5	)		—			(98	)

		131			73			(202	)		—			2

Income (loss) from continuing operations before income tax (expense) benefit and other items		130			1,271			(101	)		—			1,300
Income tax (expense) benefit		(48	)		(189	)		44			—			(193	)
Equity income (loss) of affiliates		728			4			89			(827	)		(6	)

Income (loss) from continuing operations		810			1,086			32			(827	)		1,101
Income (loss) from discontinued operations		17			(2	)		3			(1	)		17

Net income (loss)		827			1,084			35			(828	)		1,118
Net (income) loss attributable to noncontrolling interests		—			(304	)		3			10			(291	)

Net income (loss) attributable to Newmont stockholders	$	827		$	780		$	38		$	(818	)	$	827


⁽¹⁾		Exclusive of Amortization and Accretion.

NEWMONT MINING CORPORATION

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


	At September 30, 2009
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Condensed Consolidating Balance Sheets	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	2,841		$	181		$	—		$	3,022
Marketable securities and other short-term investments		—		3			16			—			19
Trade receivables		—		266			14			—			280
Accounts receivable		2,527		346			420			(3,179	)		114
Inventories		—		329			150			—			479
Stockpiles and ore on leach pads		—		292			62			—			354
Deferred income tax assets		—		155			34			—			189
Other current assets		8		76			497			—			581

Current assets		2,535		4,308			1,374			(3,179	)		5,038
Property, plant and mine development, net		—		5,184			6,984			(18	)		12,150
Investments		—		19			1,050			—			1,069
Investments in subsidiaries		8,979		31			990			(10,000	)		—
Stockpiles and ore on leach pads		—		1,262			149			—			1,411
Deferred income tax assets		—		816			183			—			999
Other long-term assets		2,546		291			230			(2,806	)		261
Goodwill		—		—			188			—			188
Assets of operations held for sale		—		31			—			—			31

Total assets	$	14,060	$	11,942		$	11,148		$	(16,003	)	$	21,147


Liabilities
Current portion of long-term debt	$	—	$	215		$	10		$	—		$	225
Accounts payable		29		1,438			2,041			(3,170	)		338
Employee related benefits		—		157			44			—			201
Income and mining taxes		—		207			4			—			211
Other current liabilities		26		247			2,924			(1,971	)		1,226

Current liabilities		55		2,264			5,023			(5,141	)		2,201
Long-term debt		3,913		714			71			—			4,698
Reclamation and remediation liabilities		1		510			213			—			724
Deferred income tax liabilities		43		370			816			—			1,229
Employee-related benefits		4		319			54			—			377
Other long-term liabilities		314		130			2,616			(2,824	)		236
Liabilities of operations held for sale		—		13			—			—			13

Total liabilities		4,330		4,320			8,793			(7,965	)		9,478

Equity
Preferred stock		—		—			61			(61	)		—
Common stock		768		—			—			—			768
Additional paid-in capital		7,867		2,647			3,622			(6,076	)		8,060
Accumulated other comprehensive income (loss)		454		(146	)		583			(437	)		454
Retained earnings (deficit)		641		3,315			(2,208	)		(1,107	)		641

Newmont stockholders’ equity		9,730		5,816			2,058			(7,681	)		9,923
Noncontrolling interests		—		1,806			297			(357	)		1,746

Total equity		9,730		7,622			2,355			(8,038	)		11,669

Total liabilities and equity	$	14,060	$	11,942		$	11,148		$	(16,003	)	$	21,147

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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
Condensed 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	)		—
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

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

Newmont stockholders’ equity		7,071			5,181			1,876			(6,837	)		7,291
Noncontrolling interests		—			1,432			202			(264	)		1,370

Total equity		7,071			6,613			2,078			(7,101	)		8,661

Total liabilities and equity	$	10,121		$	10,063		$	7,906		$	(12,363	)	$	15,727

NEWMONT MINING CORPORATION

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


	Nine Months Ended September 30, 2009
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	739		$	1,101		$	219		$	(831	)	$	1,228
Adjustments		72			526			(684	)		831			745
Net change in operating assets and liabilities		(58	)		(11	)		42			—			(27	)

Net cash provided from (used in) continuing operations		753			1,616			(423	)		—			1,946
Net cash provided from discontinued operations		—			3			—			—			3

Net cash provided from (used in) operations		753			1,619			(423	)		—			1,949

Investing activities:
Additions to property, plant and mine development		—			(334	)		(980	)		—			(1,314	)
Proceeds from sale of marketable debt and equity securities		—			—			10			—			10
Acquisitions, net		(8	)		(11	)		(747	)		—			(766	)
Other		—			1			(19	)		—			(18	)

Net cash used in investing activities		(8	)		(344	)		(1,736	)		—			(2,088	)

Financing activities:
Net borrowings (repayments)		1,724			(32	)		6			—			1,698
Net intercompany (repayments) borrowings		(3,565	)		1,402			2,163			—			—
Dividends paid to common stockholders		(147	)		—			—			—			(147	)
Dividends paid to noncontrolling interests in subsidiaries		—			(112	)		(3	)		—			(115	)
Proceeds from stock issuance		1,248			—			—			—			1,248
Change in restricted cash and other		(5	)		—			10			—			5

Net cash provided from financing activities of continuing operations		(745	)		1,258			2,176						2,689
Net cash (used in) provided from financing activities of discontinued operations		—			(2	)		—						(2	)

Net cash (used in) provided from financing activities		(745	)		1,256			2,176			—			2,687

Effect of exchange rate changes on cash		—			—			39			—			39

Net change in cash and cash equivalents		—			2,531			56			—			2,587
Cash and cash equivalents at beginning of period		—			310			125			—			435

Cash and cash equivalents at end of period	$	—		$	2,841		$	181		$	—		$	3,022

NEWMONT MINING CORPORATION

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


	Nine Months Ended September 30, 2008
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income	$	827		$	1,084		$	35		$	(828	)	$	1,118
Adjustments		59			223			(566	)		828			544
Net change in operating assets and liabilities		24			(428	)		(90	)		—			(494	)

Net cash provided from (used in) continuing operations		910			879			(621	)		—			1,168
Net cash (used in) provided from discontinued operations		—			(125	)		20			—			(105	)

Net cash provided from (used in) operations		910			754			(601	)		—			1,063

Investing activities:
Additions to property, plant and mine development		—			(480	)		(870	)		—			(1,350	)
Investments in marketable debt and equity securities		—			—			(18	)		—			(18	)
Proceeds from sale of marketable debt and equity securities		—			—			50			—			50
Acquisitions, net		—			(7	)		(318	)		—			(325	)
Other		—			26			—			—			26

Net cash used in investing activities of continued operations		—			(461	)		(1,156	)		—			(1,617	)
Net cash (used in) provided from investing activities of discontinued operations		—			(15	)		4			—			(11	)

Net cash used in investing activities		—			(476	)		(1,152	)		—			(1,628	)

Financing activities:
Net borrowings (repayments)		755			(84	)		(119	)		—			552
Net intercompany (repayments) borrowings		(1,566	)		(125	)		1,691			—			—
Dividends paid to common stockholders		(136	)		—			—			—			(136	)
Dividends paid to noncontrolling interests in subsidiaries		—			(244	)		(3	)		—			(247	)
Proceeds from stock issuance		27			—			—			—			27
Change in restricted cash and other		10			3			6			—			19

Net cash (used in) provided from financing activities of continuing operations		(910	)		(450	)		1,575			—			215
Net cash used in financing activities of discontinued operations		—			(3	)		—			—			(3	)

Net cash (used in) provided from financing activities		(910	)		(453	)		1,575			—			212

Effect of exchange rate changes on cash		—			(2	)		(22	)		—			(24	)

Net change in cash and cash equivalents		—			(177	)		(200	)		—			(377	)
Cash and cash equivalents at beginning of period		—			789			441			—			1,230

Cash and cash equivalents at end of period	$	—		$	612		$	241		$	—		$	853

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 loss contingency accounting guidance in determining its accruals and disclosures with respect to loss contingencies other than tax contingencies provided for in accordance with income tax accounting guidance (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 September 30, 2008 and December 31, 2008, $624 and $594, respectively, were accrued for reclamation costs relating to mineral properties in accordance with asset retirement obligation accounting guidance. The current portions of $53 and $58 at September 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, $153 and $163 were accrued for such obligations at September 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 135% greater or 7% lower than the amount accrued at September 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”).

NEWMONT MINING CORPORATION

NOTES TO CONDENSED 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 that it 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 Canada Limited (“Newmont Canada”) — 100% Newmont Owned

On November 11, 2008, St. Andrew Goldfields Ltd. (“St. Andrew”) filed an Application in the Superior Court of Justice in Ontario, Canada, seeking a declaration to clarify St. Andrew’s royalty obligations regarding certain mineral rights and property formerly owned by Newmont Canada and now owned by St. Andrew.

Newmont Canada purchased the property, called the Holt-McDermott property (“Holt Property”), from Barrick Gold Corporation (“Barrick”) in October 2004. At that time, Newmont Canada entered into a royalty agreement with Barrick (the “Barrick Royalty”), allowing Barrick to retain a royalty on the Holt Property. In August 2006, Newmont Canada sold all of its interests in the Holt Property to Holloway Mining Company (“Holloway”) in exchange for common stock issued by Holloway. In September 2006, Newmont Canada entered into a purchase and sale agreement with St. Andrew (the “2006 Agreement”), under which St. Andrew acquired all the common stock of Holloway. In 2008, Barrick sold its Barrick Royalty to Royal Gold, Inc. (“Royal Gold”).

In the court proceedings, St. Andrew alleged that in the 2006 Agreement it only agreed to assume royalty obligations equal to 0.013% of net smelter returns from operations on the Holt Property. Such an interpretation of the 2006 Agreement would make Newmont responsible for any royalties exceeding that amount payable to Royal Gold pursuant to the Barrick Royalty. On July 23, 2009, the Court issued a decision finding in favor of St. Andrews’ interpretation. On August 21, 2009, Newmont Canada appealed the decision. Newmont Canada intends to continue to vigorously defend this matter but cannot reasonably predict the outcome.

NEWMONT MINING CORPORATION

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

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.

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.

NEWMONT MINING CORPORATION

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

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.

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.

NEWMONT MINING CORPORATION

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

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.

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.

NEWMONT MINING CORPORATION

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

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.

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. As discussed in Note 22, the Company subsequently replaced this joint and several guarantee in October with letters of credit supporting 56.25% of the obligations under the PTNNT project financing facility. 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. In September 2009, the deadline for completion of transfer of the 2006 3% interest, the 2007 7% interest and the 2008 7% interest was extended to November 12, 2009 by agreement between PTNNT and the Indonesian Government. This date coincides with the deadline for the sale and transfer of the 2009 7% interest. The Company cannot predict the outcome of these discussions. 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 period described above.

NEWMONT MINING CORPORATION

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

Other Commitments and Contingencies

Tax contingencies are provided for under income tax accounting guidance (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 $29 in 2009, $23 in 2010 through 2013 and $140 thereafter.

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 September 30, 2009 and December 31, 2008, there were $872 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 nine months ended September 30, 2009 was 11.5. 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.


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 Condensed 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 Consolidated Financial Condition and Results of Operations and the consolidated financial statements included in Item 8 of our Form 8-K for the year ended December 31, 2008 filed on September 15, 2009.

Selected Financial and Operating Results


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Revenues	$	2,049	$	1,371	$	5,187	$	4,799
Income from continuing operations	$	645	$	215	$	1,242	$	1,101
Net income	$	645	$	222	$	1,228	$	1,118
Net income attributable to Newmont stockholders	$	388	$	191	$	739	$	827

Per common share, basic
Income from continuing operations attributable to Newmont stockholders	$	0.79	$	0.40	$	1.54	$	1.78
Net income attributable to Newmont stockholders	$	0.79	$	0.42	$	1.52	$	1.82

Consolidated gold ounces sold (thousands) ⁽¹⁾		1,715		1,485		4,734		4,569
Consolidated copper pounds sold (millions)		141		44		342		201

Average price received, net ⁽²⁾
Gold (per ounce)	$	964	$	865	$	930	$	900
Copper (per pound)	$	2.80	$	2.01	$	2.30	$	3.50

Costs applicable to sales ⁽³⁾
Gold (per ounce)	$	404	$	467	$	419	$	433
Copper (per pound)	$	0.50	$	1.98	$	0.63	$	1.70


⁽¹⁾		Includes incremental start-up ounces of nil and 1 in the three and nine months ended September 30, 2009 and 3 and 20 in the three and nine months ended September 30, 2008, respectively.

⁽²⁾		After treatment and refining charges.

⁽³⁾		Excludes Amortization and Accretion.

Consolidated Financial Results

Net income attributable to Newmont stockholders for the third quarter of 2009 was $388, or $0.79 per share, compared to $191, or $0.42 per share in 2008. Results for the third quarter of 2009 compared to 2008 were impacted by increased gold and copper sales volumes, higher realized gold and copper prices and lower costs. Net income attributable to Newmont stockholders for the first nine months of 2009 was $739, or $1.52 per share, compared to $827, or $1.82 per share in 2008. Results for the first nine months of 2009 compared to 2008 were impacted by higher gold and copper sales volumes, higher realized gold prices and lower costs, partially offset by lower realized copper prices. The Net income attributable to Newmont stockholders per share for the three and nine months ended September 30, 2009, compared to the same periods for 2008, reflect higher average shares outstanding due to the issuance of 34,500,000 shares in February 2009.

Sales — gold , net for the third quarter of 2009 increased $372 compared to the third quarter of 2008 as a result of a 233,000 increase in consolidated gold ounces sold and a $99 per ounce increase in the average realized price after treatment and refining charges. Sales — gold, net for the first nine months of 2009 increased $307 compared to the first nine months of 2008 as a result of a 184,000 increase in consolidated gold ounces sold and a $30 per ounce increase in the average price realized after treatment and refining charges. The following analysis summarizes the change in consolidated gold sales revenue:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Consolidated gold sales:
Gross	$	1,660		$	1,282		$	4,421		$	4,106
Less: Treatment and refining charges		(7	)		(1	)		(20	)		(12	)

Net	$	1,653		$	1,281		$	4,401		$	4,094


Consolidated gold ounces sold (thousands):
Gross		1,715			1,485			4,734			4,569
Less: Incremental start-up sales		—			(3	)		(1	)		(20	)

Net		1,715			1,482			4,733			4,549


Average realized price (per ounce):
Before treatment and refining charges	$	968		$	866		$	934		$	903
After treatment and refining charges	$	964		$	865		$	930		$	900

The change in consolidated gold sales is due to:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2009 vs. 2008			2009 vs. 2008
Increase in consolidated ounces sold	$	203		$	166
Increase in average realized gold price		175			149
Increase in treatment and refining charges		(6	)		(8	)

	$	372		$	307

Sales — copper, net for the third quarter of 2009 increased $306 compared to the third quarter of 2008 due to higher sales volume and higher realized prices. Sales — copper, net for the first nine months of 2009 increased $81 compared to the first nine months of 2008 due to higher sales volume, partially offset by lower realized prices. The following analysis summarizes the change in consolidated copper sales revenue:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Consolidated copper sales:
Gross before provisional pricing	$	386		$	151		$	763		$	726
Provisional pricing mark-to-market gain (loss)		48			(52	)		112			38

Gross after provisional pricing		434			99			875			764
Less: Treatment and refining charges		(38	)		(9	)		(89	)		(59	)

Net	$	396		$	90		$	786		$	705


Consolidated copper pounds sold (millions)		141			44			342			201

Average price realized (per pound):
Gross before provisional pricing	$	2.73		$	3.39		$	2.23		$	3.61
Provisional pricing mark-to-market gain (loss)		0.34			(1.18	)		0.33			0.19

Gross after provisional pricing		3.07			2.21			2.56			3.80
Less: Treatment and refining charges		(0.27	)		(0.20	)		(0.26	)		(0.30	)

Net	$	2.80		$	2.01		$	2.30		$	3.50

The change in consolidated copper sales is due to:


	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2009 vs. 2008			2009 vs. 2008
Increase in consolidated pounds sold	$	214		$	537
Increase (decrease) in average realized copper price		121			(426	)
Increase in treatment and refining charges		(29	)		(30	)

	$	306		$	81

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
*Gold*
North America:
Nevada	$	481	$	471	$	1,321	$	1,457
La Herradura		23		19		75		64

		504		490		1,396		1,521

South America:
Yanacocha		535		378		1,451		1,265

Asia Pacific:
Jundee		103		94		293		282
Tanami		61		75		220		249
Kalgoorlie		91		69		223		189
Waihi		27		35		78		95
Batu Hijau		201		23		358		171

		483		296		1,172		986

Africa:
Ahafo		131		117		382		321

Corporate and other		—		—		—		1

	$	1,653	$	1,281	$	4,401	$	4,094


*Copper*
Asia Pacific:
Batu Hijau	$	396	$	90	$	786	$	705

Costs applicable to sales decreased in the third quarter and first nine months of 2009 from 2008 as detailed in the table below. The decrease in the third quarter and first nine months of 2009 is due to lower waste tons mined and lower diesel prices, partially offset by increased gold and copper sales volumes.

Amortization increased in the third quarter and first nine months of 2009 compared to 2008, due to increased gold and copper sales volumes as detailed in the table below. We expect Amortization expense in 2009 to be approximately $740 to $760.

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


	Costs Applicable to Sales								Amortization
	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2009		2008		2009		2008		2009		2008		2009		2008
*Gold*
North America:
Nevada	$	273	$	271	$	764	$	724	$	69	$	65	$	183	$	175
Hope Bay		—		—		—		—		3		—		9		—
La Herradura		8		9		30		27		2		2		7		6

		281		280		794		751		74		67		199		181

South America:
Yanacocha		163		159		488		488		43		43		128		131

Asia Pacific:
Jundee		33		44		103		126		12		9		33		26
Tanami		45		55		146		162		10		10		32		27
Kalgoorlie		60		63		151		171		5		4		11		12
Waihi		14		16		38		45		5		10		18		24
Batu Hijau		37		20		88		76		10		4		23		15

		189		198		526		580		42		37		117		104

Africa:
Ahafo		61		55		175		150		17		16		51		47

		694		692		1,983		1,969		176		163		495		463


*Copper*
Asia Pacific:
Batu Hijau		71		88		217		342		18		16		55		67


*Other*
Other North America		—		—		—		—		—		1		—		1
Other Asia Pacific		—		—		—		—		1		—		2		2
Corporate and Other		—		—		—		—		4		6		14		15

		—		—		—		—		5		7		16		18

	$	765	$	780	$	2,200	$	2,311	$	199	$	186	$	566	$	548

Exploration expense decreased $2 and $7 for the third quarter and first nine months of 2009 compared to 2008, respectively. We expect 2009 Exploration expense to be approximately $165 to $175.

Advanced projects, research and development expense for the third quarter and first nine months of 2009 and 2008 is summarized as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Boddington	$	11	$	1	$	24	$	3
Hope Bay		2		16		18		29
Technical and project services		6		5		18		15
Corporate		3		3		10		10
Nevada underground		1		1		9		1
Akyem		2		2		5		5
Fort a la Corne JV		—		6		1		19
Other		2		10		15		31

	$	27	$	44	$	100	$	113

We expect 2009 Advanced projects, research and development expenses to be approximately $155 to $165.

General and administrative expenses increased $2 and $15 for the third quarter and first nine months of 2009 compared to 2008, respectively, due to higher benefits, mainly pension and other post retirement costs. We expect 2009 General and administrative expenses to be approximately $150 to $160.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Boddington acquisition costs	$	—	$	—	$	67	$	—
Regional administration		14		10		40		31
Community development		12		15		33		47
Western Australia power plant		18		2		27		15
Peruvian royalty		8		4		19		15
Workforce reduction		—		—		15		—
Batu Hijau divestiture		3		2		9		7
Accretion, non-operating		3		2		9		7
World Gold Council dues		2		3		8		8
Reclamation estimate revisions		—		13		—		74
Pension settlement loss		—		1		—		12
Provision for bad debts		—		11		—		11
Other		7		6		32		22

	$	67	$	69	$	259	$	249

In connection with the acquisition of the remaining interest in Boddington, we incurred costs of $67, including Australian stamp duties, for the nine months ended September 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 third quarter and first nine months of 2009 and 2008 is summarized as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Canadian Oil Sands Trust income	$	7		$	36		$	16		$	91
Refinery income		9			2			13			2
Interest income		2			7			11			24
Gain on sale of investments, net		2			19			2			29
Foreign currency exchange gains (losses), net		2			(7	)		—			(20	)
Gain on sale of exploration property		—			32			—			32
Income from development projects, net		—			3			—			12
(Loss) gain on ineffective portion of derivative instruments, net		(1	)		3			(5	)		5
Impairment of marketable securities		—			(34	)		(6	)		(90	)
Other		4			5			12			15

	$	25		$	66		$	43		$	100

Canadian Oil Sands Trust income decreased $29 and $75 in the third quarter and first nine months of 2009, respectively, compared to the same periods of 2008 due to reduced distributions related to a significant decrease in oil prices. The decrease in interest income is a result of a lower global interest rate environment. Gain on sale of investments, net in 2008 was attributable to the sale of marketable equity securities. During the first nine months of 2009, we recognized impairments of marketable securities of $2 for Shore Gold, Inc. and $4 for other marketable securities. During the third quarter of 2008, we recognized impairments of marketable securities of $26 for Shore Gold Inc. and $8 for other marketable securities, resulting in total impairments for the first nine months of 2008 of $58 for Shore Gold Inc., $13 for Gabriel Resources Ltd. and $19 for other marketable securities.

Interest expense, net decreased by $25 and $33 for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008 mainly due to higher capitalized interest, partially offset by additional interest on the convertible senior notes. Capitalized interest increased $35 and $50 for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008 primarily due to construction of the Boddington project. We expect 2009 Interest expense, net to be approximately $100 to $110.

Income tax expense during the third quarter of 2009 was $253 compared to $6 during the third quarter of 2008. The increase primarily relates to (i) the increase in pre-tax income, and (ii) the reduction in income taxes in 2008 resulting from revised estimates of reserves for uncertain income tax positions. Income tax expense during the first nine months of 2009 was $494 compared to $193 during the first nine months of 2008. The increase primarily relates to (i) the increase in pre-tax income, (ii) the reduction in income taxes in 2008 resulting from revised estimates of uncertain income tax positions, and (iii) 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 on prior years capital gains.

In addition to the non-recurring items discussed above, the effective tax rates in the third quarter and for the first nine months of 2009 and 2008 are different from the United States statutory rate of 35%, primarily due to (i) U.S. percentage depletion, and (ii) the effect of different income tax rates in countries where earnings are indefinitely reinvested. For a complete discussion of the factors that influence our effective tax rate, see Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations in Newmont’s Form 8-K for the year ended December 31, 2008, filed September 15, 2009. We expect the 2009 income tax rate to be approximately 28% to 30%, assuming an average gold price of $900 per ounce.

Net income attributable to noncontrolling interests increased $226 and $198 in the third quarter and the first nine months of 2009, respectively, as a result of increased earnings at Yanacocha and Batu Hijau.

Income (loss) from discontinued operations was a follows:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009			2008
Sales — gold, net	$	—	$	21		$	32		$	58


Income (loss) from operations	$	—	$	(19	)	$	1		$	(7	)
Loss on impairment		—		—			(44	)		—
Gain on sale of royalty portfolio		—		—			—			5
Gain on sale of Pajingo assets		—		—			—			1

Pre-tax loss		—		(19	)		(43	)		(1	)
Income tax benefit		—		26			29			18

Income (loss) from discontinued operations	$	—	$	7		$	(14	)	$	17

Discontinued operations include the Kori Kollo operation sold in July 2009 and the royalty portfolio and Pajingo operations, both sold in December 2007.

Results of Consolidated Operations


	Gold Ounces or				Costs Applicable to
	Copper Pounds Sold ⁽¹⁾				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended September 30,
Gold
North America		528		566	$	532	$	496	$	136	$	119
South America ⁽³⁾		554		438		294		362		78		98
Asia Pacific ⁽³⁾		497		340		380		582		82		109
Africa		136		141		446		402		130		116

Total/Weighted-Average		1,715		1,485	$	404	$	467	$	101	$	110


Copper	(pounds in millions)				($ per pound)				($ per pound)
Asia Pacific ⁽³⁾		141		44	$	0.50	$	1.98	$	0.12	$	0.37


	Gold Ounces or				Costs Applicable to
	Copper Pounds Sold ⁽¹⁾				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(ounces in thousands)				($ per ounce)				($ per ounce)
Nine Months Ended September 30,
Gold
North America		1,517		1,695	$	524	$	443	$	126	$	107
South America ⁽³⁾		1,558		1,410		313		346		82		93
Asia Pacific ⁽³⁾		1,247		1,084		422		535		93		97
Africa		412		380		424		416		125		129

Total/Weighted-Average		4,734		4,569	$	419	$	433	$	103	$	102


Copper	(pounds in millions)				($ per pound)				($ per pound)
Asia Pacific ⁽³⁾		342		201	$	0.63	$	1.70	$	0.16	$	0.34


⁽¹⁾		Consolidated gold ounces sold includes incremental start-up ounces of nil and 1, in North America, for the three and nine months ended September 30, 2009 and 3 and 20, primarily in Africa, for the three and nine months ended September 30, 2008, respectively. 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⁾		Excludes Amortization and Accretion .

⁽³⁾		Consolidated gold ounces and copper pounds sold includes noncontrolling interests’ share for Yanacocha and Batu Hijau.

Consolidated gold ounces sold increased 15% in the third quarter of 2009 from 2008, primarily due to higher production from South America and Asia Pacific, partially offset by lower production from North America. Consolidated copper pounds sold more than tripled in the third quarter of 2009 from 2008 due to higher production at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold decreased 13% in the third quarter of 2009 from 2008, due to lower waste mining, higher production, lower diesel prices, higher by-product credits and lower royalty costs. Costs applicable to sales per consolidated copper pound decreased 75% in the third quarter of 2009 from 2008, primarily due to lower waste mining, higher production and lower diesel prices.

Consolidated gold ounces sold increased 4% in the first nine months of 2009 from 2008, primarily due to higher production from South America, Asia Pacific and Africa, partially offset by lower production from North America. Consolidated copper pounds sold increased 70% in the first nine months of 2009 from 2008 due to higher production at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold decreased 3% in the first nine months of 2009 from 2008, due to lower waste mining, higher production and lower diesel prices, partially offset by lower by-product credits. Costs applicable to sales per consolidated copper pound decreased 63% in the first nine months of 2009 from 2008, primarily due to lower waste mining, higher production, lower diesel prices and an increase in ore stockpile inventory.

We expect consolidated gold sales of between 6.4 and 6.5 million ounces at Costs applicable to sales of between $400 and $425 per ounce. Our Costs applicable to sales forecast for 2009 now assumes an oil price of $80 per barrel and an Australian dollar exchange rate of 0.80 for the remainder of the year. Our Costs applicable to sales for the year are expected to change by approximately $1 per ounce for every $10 change in the oil price. We continue to hedge 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				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended September 30,
Nevada		505		544	$	541	$	497	$	137	$	120
La Herradura (44% owned)		23		22		352		468		98		88

		528		566	$	532	$	496	$	136	$	119


					Costs Applicable to
	Gold Ounces Sold ⁽¹⁾				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Nine Months Ended September 30,
Nevada		1,438		1,624	$	532	$	446	$	127	$	108
La Herradura (44% owned)		79		71		381		391		93		85

		1,517		1,695	$	524	$	443	$	126	$	107


⁽¹⁾		Includes incremental start-up ounces of 1, in Nevada, for both the nine months ended September 30, 2009 and September 30, 2008.

⁽²⁾		Excludes Amortization and Accretion .

Third quarter 2009 compared to 2008

Nevada, USA. Gold ounces sold decreased 7% due to lower leach tons placed and lower mill ore grade. Surface ore mined decreased 21% to 8.5 million tons, including a 40% decrease in leach ore placed to 3.4 million tons, and waste mining increased 23% to 4.6 million tons, primarily due to mine sequencing at Gold Quarry. Underground ore mined increased to 720,000 tons from 637,000 tons due to higher mining rates at Leeville and remnant mining at Carlin East. Underground ore grade decreased 7% due to lower grade at Leeville and Turquoise Ridge. Ore milled was 6.5 million tons up from 6.1 million tons. Costs applicable to sales per ounce increased to $541 from $497 per ounce due to lower production, partially offset by higher by-product credits.

La Herradura, Mexico . Gold ounces sold increased 5% due to higher leach tons placed. Costs applicable to sales per ounce decreased to $352 from $468 per ounce due to higher production and lower mining costs, partially offset by lower by-product credits.

First nine months 2009 compared to 2008

Nevada, USA. Gold ounces sold decreased 11% due to lower leach tons placed and lower mill ore grade. Surface ore mined decreased 25% to 21.1 million tons, including a 51% decrease in leach ore placed to 7.7 million tons, and waste mining increased 5% to 128.4 million tons, primarily due to mine sequencing at Gold Quarry. Underground ore mined increased to 1.9 million tons from 1.7 million tons due to higher mining rates at Leeville and Chukar. Underground ore grade decreased 9% due to lower grade from Leeville and Turquoise Ridge. Ore milled was 18.5 million tons compared to 18.4 million tons. Ore placed on leach pads decreased 51% to 7.7 million tons due to mine sequencing at Gold Quarry. Costs applicable to sales increased to $532 from $446 per ounce due to lower production and mining more waste material, partially offset by lower production taxes and lower diesel prices.

La Herradura, Mexico . Gold ounces sold increased 11% due to higher leach tons placed. Costs applicable to sales decreased to $381 from $391 per ounce mainly due to higher production and lower diesel costs, partially offset by lower by-product credits.

We expect gold sales in North America of approximately 2.0 to 2.1 million ounces at Costs applicable to sales of approximately $525 to $565 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 September 30,
Yanacocha (51.35% owned)		554		438	$	294	$	362	$	78	$	98


					Costs Applicable to
	Gold Ounces Sold ⁽¹⁾				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Nine Months Ended September 30,
Yanacocha (51.35% owned)		1,558		1,410	$	313	$	346	$	82	$	93


⁽¹⁾		Consolidated gold ounces sold includes noncontrolling interests’ share.

⁽²⁾		Excludes Amortization and Accretion .

Third quarter 2009 compared to 2008

Yanacocha, Peru . Gold ounces sold increased 26% due to higher leach tons placed and higher mill production. Ore tons mined increased 78% to 41.4 million tons as waste material mined decreased to 11.2 million tons from 33.7 million tons. Ore placed on the leach pads increased to 39.1 million tons from 21.7 million tons resulting in higher leach production of 360,900 ounces compared to 323,600 ounces. Mill production was 183,000 ounces compared to 125,100 ounces due to higher grade and throughput, partially offset by lower recovery. Costs applicable to sales decreased to $294 per ounce from $362 per ounce due to higher production, mining less waste material and lower diesel prices, partially offset by higher workers participation costs and lower by-product credits.

First nine months 2009 compared to 2008

Yanacocha, Peru . Gold ounces sold increased 10% due to higher leach tons placed and higher mill production, partially offset by lower leach recovery. Ore tons mined increased 50% to 117.6 million tons as waste material mined decreased to 33.3 million tons from 82.1 million tons. Ore placed on the leach pads increased to 111.2 million tons from 75.8 million tons. Leach production was 1,097,400 ounces compared to 1,187,000 ounces due to the timing of leach recoveries. Mill production was 462,100 ounces compared to 202,500 ounces due to higher grade and throughput as mill production only commenced in the second quarter of 2008. Costs applicable to sales decreased in the first nine months of 2009 to $313 per ounce from $346 per ounce due to higher production, mining less waste material and lower diesel prices, partially offset by higher workers participation costs, higher royalties 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 September 30,
Gold
Jundee		103		105	$	329	$	414	$	119	$	92
Tanami		65		86		684		638		157		113
Kalgoorlie (50% owned)		93		80		638		790		48		50
Waihi		28		41		518		397		168		239
Batu Hijau (45% owned) ⁽²⁾		208		28		178		718		44		137

		497		340	$	380	$	582	$	82	$	109


	(pounds in millions)				($ per pound)				($ per pound)
Three Months Ended September 30,
Copper
Batu Hijau (45% owned) ⁽²⁾		141		44	$	0.50	$	1.98	$	0.12	$	0.37


	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)
Nine Months Ended September 30,
Gold
Jundee		305		305	$	339	$	411	$	109	$	86
Tanami		238		276		613		588		133		98
Kalgoorlie (50% owned)		239		212		630		807		45		54
Waihi		84		106		457		428		217		231
Batu Hijau (45% owned) ⁽²⁾		381		185		232		412		59		82

		1,247		1,084	$	422	$	535	$	93	$	97


	(pounds in millions)				($ per pound)				($ per pound)
Nine Months Ended September 30,
Copper
Batu Hijau (45% owned) ⁽²⁾		342		201	$	0.63	$	1.70	$	0.16	$	0.34


⁽¹⁾		Excludes Amortization and Accretion .

⁽²⁾		Consolidated gold ounces or copper pounds sold includes noncontrolling interests’ share.

Third quarter 2009 compared to 2008

Jundee, Australia . Gold ounces sold decreased 2% due to lower inventory sales, partially offset by milling higher grade material. Costs applicable to sales per ounce decreased to $329 from $414 per ounce primarily due to lower power and underground mining costs.

Tanami, Australia . Gold ounces sold decreased 24% due to milling lower grade material. Costs applicable to sales per ounce increased by 7% due to lower production, partially offset by lower royalties.

Kalgoorlie, Australia . Gold ounces sold increased 16% due to higher mill throughput and recovery. Costs applicable to sales per ounce decreased 19% due to higher production and lower diesel prices.

Waihi, New Zealand . Gold ounces sold decreased 32% due to an electrical fire at the mill in May 2009 which suspended milling activities until August. Costs applicable to sales per ounce increased to $518 from $397 due to lower production, partially offset by lower operating costs during the temporary suspension of milling activities.

Batu Hijau, Indonesia . Copper and gold sales at Batu Hijau increased significantly due to higher mill throughput, grade and recovery due to processing higher grade and softer Phase 5 ore. The third quarter of 2008 was also impacted by a delayed shipment. Copper and gold production increased by 104% and 196%, respectively. As a result, Costs applicable to sales decreased approximately 75%, to $0.50 per pound of copper and $178 per ounce of gold.

Boddington, Australia. Boddington began milling ore during the third quarter of 2009 and had its first gold pour and copper concentrate shipments in September. We expect to begin commercial production in the fourth quarter of 2009. Construction was substantially complete at September 30, 2009 and we expect total project costs of approximately $3,000, excluding capitalized interest, on a 100% basis.

First nine months 2009 compared to 2008

Jundee, Australia . Gold ounces sold were consistent as higher mill throughput was offset by lower grade and recovery. Costs applicable to sales per ounce decreased to $339 from $411 per ounce due to lower power and underground mining costs.

Tanami, Australia . Gold ounces sold decreased 14% primarily due to milling lower grade material. Costs applicable to sales per ounce increased 4% primarily as a result of lower gold production and higher royalties.

Kalgoorlie, Australia . Gold ounces sold increased 13% due to higher mill throughput, grade and recovery. Costs applicable to sales per ounce decreased 22% due to higher production, lower diesel prices and lower mill consumable costs.

Waihi, New Zealand . Gold ounces sold decreased 21% due to the temporary suspension of milling operations. Costs applicable to sales per ounce increased to $457 from $428 per ounce due to lower production, higher royalty costs and higher by-product credits, partially offset by lower operating costs.

Batu Hijau, Indonesia . Copper and gold sales at Batu Hijau increased 70% and 106%, respectively, due to higher mill throughput, grade and recovery due to processing higher grade and softer Phase 5 ore compared to ore sourced primarily from lower grade stockpiles in 2008. Total Costs applicable to sales decreased $112 due to changes in ore stockpiles and concentrate inventory and lower mining costs. Costs applicable to sales decreased to $0.63 per pound of copper and $232 per ounce of gold, primarily a result of higher sales volumes.

On September 18, 2009, Batu Hijau experienced a geotechnical failure in a portion of the west wall of the open-pit. Batu Hijau utilizes a number of preventive measures, including radar threshold alarms, to monitor movements in the pit walls. As a result, mobile equipment and personnel were evacuated from the pit prior to the wall failure. Operations were suspended for approximately three weeks in the pit pending a geotechnical review and development of a remediation plan to recommence mining operations. Batu Hijau continued to process lower grade ore from stockpiles during the suspension period. Mining operations returned to normal on October 10. With higher than forecasted production during the first nine months of 2009, the geotechnical failure is not expected to have a significant impact on the Company’s previously released guidance for 2009 sales volumes and unit costs. However, the geotechnical failure will require the accelerated removal of waste material displaced from the event as well as changes to the balance of Phase 5 and the initiation of Phase 6. In general, the Company expects delays in access to ore previously anticipated in 2010 and 2011 with a marginal decrease in ore mined from the ultimate Phase 6 pit.

With the Boddington ramp up underway later in the year, we expect gold sales for the Asia Pacific operations of approximately 1.7 to 1.85 million ounces at Costs applicable to sales of approximately $450 to $470 per ounce in 2009. 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.

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.

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.

We follow the consolidation accounting guidance which provides guidance on the identification and reporting for entities over which control is achieved through means other than voting rights. Such entities are defined as Variable Interest Entities (“VIEs”). We 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 our 56.25% ownership in NTP, we consolidate Batu Hijau, and will continue to consolidate Batu Hijau, in our Consolidated Financial Statements as long as we continue to be the primary beneficiary of NTP and NTP controls PTNNT.

A divestiture of shares that results in the ownership interest of NTP in PTNNT being reduced to 49% may require us to deconsolidate PTNNT. In such circumstances, if NTP does not maintain the power to direct the activities that most significantly impact PTNNT’s economic performance, we would deconsolidate Batu Hijau and recognize the likely gain resulting from the divestiture of shares in earnings. In addition, we would record our remaining noncontrolling interest in PTNNT at fair value, with the related likely gain also recognized in earnings. Upon deconsolidation, we would account for our remaining noncontrolling interest in PTNNT as an equity method investment and would recognize our portion of PTNNT’s earnings thereafter as a single line item in our consolidated statements of income. If we continue to consolidate Batu Hijau, any gains resulting from divestiture of shares would be included in Newmont stockholders’ equity in our consolidated balance sheets. See Note 25 to the Condensed Consolidated Financial Statements for financial information relating to Batu Hijau.

The long awaited forest use permit (called a “Pinjam Pakai”) was received on September 1, 2009 and the permit renewal is valid until 2025. 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. We had been in discussions for over three years to extend the Pinjam Pakai.

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 September 30,
Ahafo		136		141	$	446	$	402	$	130	$	116


					Costs Applicable to
	Gold Ounces Sold ⁽¹⁾				Sales ⁽²⁾				Amortization
	2009		2008		2009		2008		2009		2008
	(in thousands)				($ per ounce)				($ per ounce)
Nine Months Ended September 30,
Ahafo		412		380	$	424	$	416	$	125	$	129


⁽¹⁾		Includes 3 and 19 incremental start-up ounces for the three and nine months ended September 30, 2008.

⁽²⁾		Excludes Amortization and Accretion.

Third quarter 2009 compared to 2008

Ahafo, Ghana . Gold ounces sold were 4% lower due to an increase in finished goods inventory, partially offset by higher production as a result of higher mill throughput. Ore tons mined decreased to 2.9 million tons, down from 3.6 million tons as total tons mined decreased to 12.0 million tons from 14.8 million tons. Costs applicable to sales per ounce increased to $446 from $402 due to lower gold sales volumes and processing higher cost stockpile material, partially offset by lower waste mining and power costs.

First nine months 2009 compared to 2008

Ahafo, Ghana . Gold ounces sold increased 8% due to milling higher grade material, partially offset by lower recovery. Ore tons mined increased 15% to 9.3 million tons as total tons mined increased 12% to 40.0 million tons due to additional mining equipment added in late 2008. Costs applicable to sales per ounce increased due to higher labor, contracted services, maintenance and mill consumable costs, partially offset by higher sales volumes and lower diesel 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 22% and 28% of our Costs applicable to sales were paid in local currencies during the third quarter of 2009 and 2008, respectively. Approximately 22% and 28% of our Costs applicable to sales were paid in local currencies during the first nine months 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 $12 and $16, net of hedging gains and losses, during the third quarter and first nine months of 2009, respectively, as compared to the corresponding periods in 2008.

Liquidity and Capital Resources

Cash Provided from Operating Activities

Net cash provided from continuing operations was $1,946 for the first nine months of 2009 compared to $1,168 in 2008 primarily due to increased gold and copper sales volumes, a higher realized gold price and income tax refunds received in 2009, partially offset by lower realized copper prices.

Investing Activities

Net cash used in investing activities of continuing operations was $2,088 during the first nine months of 2009 compared to $1,617 during the same period of 2008 due to higher additions to property, plant and mine development and the acquisition of the remaining 33.33% interest in Boddington.

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


	Nine Months Ended
	September 30,
	2009			2008
North America:
Nevada	$	154		$	227
Hope Bay		4			63
La Herradura		34			17

		192			307


South America:
Yanacocha		94			126


Asia Pacific:
Boddington		961			604
Jundee		21			29
Tanami		42			34
Kalgoorlie		6			10
Waihi		6			24
Batu Hijau		30			65
Other		2			1

		1,068			767


Africa:
Ahafo		42			76
Akyem		4			1

		46			77


Corporate and Other		12			6

Accrual basis		1,412			1,283
(Increase) decrease in accrual		(98	)		67

Cash basis	$	1,314		$	1,350

Capital expenditures in North America for the first nine months of 2009 primarily related to surface and underground mine development at Nevada. Capital expenditures in South America primarily related to the Conga project and dewatering, mine maintenance 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 capital expenditures for mine development in Australia and equipment purchases at Batu Hijau. At September 30, 2009, we have hedged 33% of our expected remaining Boddington project Australian dollar denominated capital expenditures for 2009 at an average rate of 0.80. Capital expenditures in Africa primarily related to mine and infrastructure development at Ahafo. The Company has narrowed its 2009 consolidated capital expenditure outlook to between $1,600 and $1,700, primarily as a result of the later than expected start-up of Boddington which is offset by lower capital expenditures throughout the rest of the portfolio.

Capital expenditures in North America during the first nine months of 2008 were primarily related to the completion of the power plant and mine development. South America capital expenditures were primarily related to construction of the gold mill, development of the Conga project and leach pad expansions. Capital expenditures in Asia Pacific largely resulted from the continued construction of the Boddington project in Australia and 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 Awonsu, Ahafo North and Amoma pits development and mine development.

Investments in and proceeds from sale of marketable debt and equity securities. During the first nine months of 2009 we received $10 from the sale of asset backed commercial paper and marketable equity securities. During the first nine months of 2008, we purchased marketable equity securities of Gabriel Resources for $11 and other marketable securities for $7. In the first nine months of 2008, we received $50 from the sale of marketable equity securities.

Acquisitions. In the first nine months of 2009, we paid $741 (net of $1 cash acquired) and paid $14 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, by 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 Boddington to 100%. Additionally, we paid $11 for a mining property near the La Herradura, Mexico operation in the first nine months of 2009. During the first nine months 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 was $2,689 during the first nine months of 2009 compared to $215 during the same period of 2008, for the reasons explained below.

Proceeds from and repayment of debt, net. During the first nine months of 2009, we received aggregate proceeds from debt of $4,302 comprised of: $1,082 net proceeds from the issuance of senior notes due in 2039, $896 net proceeds from the issuance of senior notes due in 2019, $504 net proceeds from the issuance of convertible senior notes due in 2012, $54 from short-term borrowings at Batu Hijau, $10 under the Ahafo project facility and $1,756 under our $2,000 revolving credit facility. In addition, we repaid $2,604 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), $2,513 under our $2,000 revolving credit facility and $24 on other credit facilities and other capital leases. At September 30, 2009 we had no borrowings under our revolving credit facility. The revolving credit facility is also used to secure the issuance of letters of credit totaling $320, primarily supporting reclamation obligations (see “Off-Balance Sheet Arrangements” below).

Scheduled minimum debt repayments are $127 for the remainder of 2009, $157 in 2010, $336 in 2011, $603 in 2012, $116 in 2013 and $3,584 thereafter. We expect to be able to fund maturities of debt from Net cash provided by operating activities , cash balances, existing credit facilities, proceeds of asset sales and financing alternatives available in the public capital markets.

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

Dividends paid to common stockholders. We declared regular quarterly dividends totaling $0.30 per common share through September 30, 2009 and September 30, 2008. Additionally, Newmont Mining Corporation of Canada Limited, a subsidiary of the Company, declared regular quarterly dividends on its exchangeable shares totaling C$0.3559 per share through September 30, 2009 and C$0.3031 through September 30, 2008. We paid dividends of $147 and $136 to common stockholders in the first nine months of 2009 and 2008, respectively.

Dividends paid to noncontrolling interests. We paid dividends of $115 and $247 to noncontrolling interests in subsidiaries during the first nine months of 2009 and 2008, respectively.

Proceeds from stock issuance. We received proceeds of $1,248 and $27 during the first nine months 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 $1,233.

Discontinued Operations

Net operating cash provided from (used in) discontinued operations was $3 and $(105) in the first nine months of 2009 and 2008, respectively. During the first nine months of 2008, we made tax payments of $153 related to the 2007 royalty portfolio sale.

Net cash used in investing activities of discontinued operations was $nil and $(11) in the first nine months of 2009 and 2008, respectively. Cash used in investing activities of discontinued operations in 2008 included payment of accrued costs related to the 2007 royalty portfolio sale ($11) and capital expenditures at Kori Kollo ($5), partially offset by proceeds from the sale of Pajingo assets ($5).

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

Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements: operating leases (as disclosed in Note 30 to the Consolidated Financial Statements in our Form 8-K for the year ended December 31, 2008, filed on September 15, 2009) and $872 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		201		814		670		651		639		231
Boddington		39		231		254		231		243		1,157
Nevada		48		50		46		—		—		—

		288		1,095		970		882		882		1,388

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 September 30, 2009 and December 31, 2008, $624 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, $153 and $163 were accrued for such obligations at September 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 135% greater or 7% lower than the amount accrued at September 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. During the first nine months of 2008, we had reclamation estimate revisions of $74 that relate primarily to an increase in the reclamation liability at the former Mt. Leyshon and Midnite mine sites. The Mt. Leyshon reclamation revision was for site characterization, stabilization and long-term surface water management due to overflow discharge from heavy rain. The Midnite mine site reclamation increased in light of the mid-2008 decisions made in the U.S. District Court for the Eastern District of Washington.

For more information on our reclamation and remediation liabilities, see Notes 23 and 27 to the Condensed Consolidated Financial Statements.

During the first nine months of 2009 and 2008, capital expenditures were approximately $128 and $148, respectively, to comply with environmental regulations. Ongoing costs to comply with environmental regulations have not been a significant component of operating costs.

We spent $15 and $34, respectively, during the first nine months of 2009 and 2008 for environmental obligations related to the former, primarily historic, mining activities discussed in Note 23 to the Condensed Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

The Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP to be applied by nongovernmental entities. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. Relevant authoritative literature issued by the Securities and Exchange Commission (“SEC”) and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting guidance not included in the ASC is nonauthoritative. The ASC was effective for our interim quarterly period beginning July 1, 2009. The adoption of the ASC did not have an impact on our consolidated financial position, results of operations or cash flows.

Subsequent Events

In May 2009, the ASC guidance for subsequent events was updated to establish 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 update 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 updated guidance for our interim period ended June 30, 2009. The adoption had no impact on our consolidated financial position, results of operations or cash flows.

Post-Retirement Benefit Plans

In December 2008, the ASC guidance for retirement benefits was updated to expand the requirements of employers’ disclosures about post-retirement benefit plan assets in a defined benefit pension or other post-retirement plan. The objective 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 updated guidance on January 1, 2009. These disclosures are not required for earlier periods that are presented for comparative purposes.

Equity Method Investments

In November 2008, the ASC guidance for equity method and joint venture investments was updated to clarify the accounting for certain transactions and impairment considerations involving equity method investments. The intent 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. The updated guidance was effective for our fiscal year beginning January 1, 2009 and was applied prospectively. The adoption had no impact on our consolidated financial position or results of operations.

Equity-Linked Financial Instruments

In June 2008, the ASC guidance for derivatives and hedging when accounting for contracts in an entity’s own equity was updated to clarify the determination of whether an instrument (or embedded feature) is indexed to an entity’s own stock which would qualify as a scope exception from hedge accounting. The updated guidance was effective for our fiscal year beginning January 1, 2009. The adoption had no impact on our consolidated financial position or results of operations.

Accounting for Convertible Debt Instruments

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. At September 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). At September 30, 2009, the if-converted value did not exceed the principal amount.

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


	At September 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		(60	)		(112	)		(162	)		—		(127	)		(174	)

Net carrying amount	$	458		$	463		$	413		$	—	$	448		$	401

As a result of adopting the updated guidance, 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 $9 which decreased our Income from continuing operations and Net income by $5 ($0.01 per share) for the three months ended September 30, 2008. Interest expense was increased by $25 which decreased our Income from continuing operations and Net income by $16 ($0.03 per share) for the nine months ended September 30, 2008. Had the update been effective in 2008, we would have charged our fourth quarter 2008 dividends to 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 the updated guidance. The impact on our 2009 opening balance in Retained earnings was as follows:


	At December 31,
	2008
Balance before application of updated guidance	$	7
Impact of adoption of updated guidance		(31	)
Reclassification of dividends to Additional paid-in capital		28

Balance after application of updated guidance	$	4

For the three months ended September 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 nine months ended September 30, 2009, we recorded $22 and $41 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 is 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 ASC guidance for Goodwill and Other Intangibles was updated to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of this update is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under guidance for business combinations. The updated guidance was effective for our fiscal year beginning January 1, 2009 and was applied prospectively to intangible assets acquired after the effective date. The adoption had no impact on our consolidated financial position, results of operations or cash flows.

Derivative Instruments

In March 2008, the ASC guidance for derivatives and hedging was updated for enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for, and how derivative instruments and the related hedged items affect an entity’s financial position, financial performance and cash flows. We adopted the updated guidance on January 1, 2009. The adoption had no impact on our consolidated financial position, results of operations or cash flows. See Note 16 for our derivative instruments disclosure.

Business Combinations

In December 2007, the ASC guidance for business combinations was updated to provide new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The updated guidance 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 updated guidance on January 1, 2009 and applied it to the 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 ASC guidance for Noncontrolling Interests was updated to establish 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, the guidance requires noncontrolling interests to be classified as a separate component of equity. We adopted the updated guidance on January 1, 2009. Except for presentation changes, the adoption had no impact on our consolidated financial position, results of operations or cash flows.

Fair Value Accounting

In September 2006, the ASC guidance for fair value measurements and disclosure was updated to define fair value, establish a framework for measuring fair value, and expand disclosures about fair value measurements. We adopted the updated guidance for assets and liabilities measured at fair value on a recurring basis on January 1, 2008. In February 2008, the FASB staff issued an update to the guidance which delayed the effective date 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 updated guidance for our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis on January 1, 2009.

In April 2009, the guidance was further updated to provide additional guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying circumstances that indicate when a transaction is not orderly. In April 2009, the guidance for investments in debt and equity securities was updated to: (i) clarify the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired, (ii) provide guidance on the amount of an other-than-temporary impairment recognized for a debt security in earnings and other comprehensive income and (iii) expand the disclosures required for other-than-temporary impairments for debt and equity securities. Also in April 2009, the guidance for financial instruments was updated to require 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 this updated guidance was required for our interim reporting period beginning April 1, 2009 with early adoption permitted. We adopted the updated guidance for the interim period ended March 31, 2009. Refer to Note 15 for further details regarding our assets and liabilities measured at fair value.

Recently Issued Accounting Pronouncements

Fair Value Accounting

In August 2009, the ASC guidance for fair value measurements and disclosure was updated to further define fair value of liabilities. This update provides clarification for circumstances in which: (i) a quoted price in an active market for the identical liability is not available, (ii) the liability has a restriction that prevents its transfer, and (iii) the identical liability is traded as an asset in an active market in which no adjustments to the quoted price of an asset are required. The updated guidance is effective for our interim reporting period beginning October 1, 2009. We are evaluating the potential impact of adopting this guidance on our consolidated financial position, results of operations and cash flows.

Variable Interest Entities

In June 2009, the ASC guidance for consolidation accounting was updated to require 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. The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The updated guidance is 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 guidance 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.


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; inflation, deflation, or other general price instability; 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

Given that the fair value of our derivative instruments are based upon market rates and prices and that the volatility of these rates and prices are dependent on many factors subject to fluctuation, we are exposed to liquidity risks related to these contracts. We cash settle the fair value of each contract upon settlement with our counterparties. The settlement values of our contracts could differ significantly from the current fair values. As such, we are exposed to liquidity risk related to unfavorable changes in the fair value of our derivative contracts.

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


	Fair Values of Derivative Instruments
	At September 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		5		1		—		—
A$ forward purchase contracts		72		59		—		—
Diesel forward contracts		2		1		—		—
Interest rate swap contracts		2		6		—		—

Total derivative instruments	$	82	$	67	$	—	$	—


	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

Foreign Currency Exchange Risk

We utilize foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in currency rates.

We hedge up to 85% of our IDR, A$, and NZ$ denominated operating expenditures each period. The hedging instruments are forward purchase contracts with 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 foreign exchange rates.

We hedge up to 95% of our A$ denominated capital expenditures related to the construction of Boddington. The hedging instruments consist 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.

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


	Expected Maturity Date
									Total/
	2009		2010		2011		2012		Average
IDR Forward Purchase Contracts:
$ (millions)	$	6	$	—	$	—	$	—	$	6
Average rate (IDR/$)		10,584		—		—		—		10,584
IDR notional (millions)		63,501		—		—		—		63,501
A$ Operating Forward Purchase Contracts:
$ (millions)	$	118	$	489	$	275	$	61	$	943
Average rate ($/A$)		0.77		0.76		0.72		0.73		0.75
A$ notional (millions)		154		644		379		83		1,260
NZ$ Operating Forward Purchase Contracts:
$ (millions)	$	12	$	28	$	6	$	—	$	46
Average rate ($/NZ$)		0.64		0.62		0.63		—		0.63
NZ$ notional (millions)		19		46		9		—		74
A$ Boddington Capital Forward Purchase Contracts:
$ (millions)	$	25	$	—	$	—	$	—	$	25
Average rate ($/A$)		0.80		—		—		—		0.80
A$ notional (millions)		31		—		—		—		31

Diesel Price Risk

We hedge up to 66% of our operating cost exposure related to diesel prices of fuel consumed at our Nevada operations to reduce the variability in realized diesel prices. The hedging instruments consist of a series of financially settled fixed forward contracts with expiration dates of up to two years from the date of issue. 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 from hedge ineffectiveness are recognized in current earnings.

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


	Expected Maturity Date
							Total/
	2009		2010		2011		Average
Diesel Forward Purchase Contracts:
$ (millions)	$	12	$	33	$	9	$	54
Average rate ($/gallon)		1.78		1.90		2.07		1.90
Diesel gallons (millions)		7		17		4		28

Treasury Rate Lock Contracts

In connection with the 2019 and 2039 notes issued in September 2009, we acquired treasury rate lock contracts to reduce the variability of the proceeds realized from the bond issuances. The treasury rate locks resulted in $6 and $5 unrealized gains for the 2019 and 2039 notes, respectively. We previously acquired treasury rate locks in connection with the issuance of the 2035 notes that resulted in a $10 unrealized loss. The gains/losses from these contracts will be recognized over the remaining terms of the respective notes.

Fair Value Hedges

Interest Rate Risk

At September 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 $nil for the three months ended September 30, 2009 and 2008, respectively, and decreased Interest expense, net by $3 and $1 for the nine months ended September 30, 2009 and 2008, respectively. For the three months ended September 30, 2009 and 2008, losses of $1 and $nil were included in Other income, net for the ineffective portion of derivative instruments designated as fair value hedges, respectively. For the nine months ended September 30, 2009 and 2008, losses of $2 and $nil, respectively, were included in Other income, net for the ineffective portion of derivative instruments designated as fair value hedges.

Commodity Price Risk

LME copper prices averaged $2.65 per pound during the three months ended September 30, 2009, compared with our recorded average provisional price of $2.73 per pound before mark-to-market gains and treatment and refining charges. LME copper prices averaged $2.12 per pound during the nine months ended September 30, 2009, compared with our recorded average provisional price of $2.23 per pound before mark-to-market gains and treatment and refining charges. The applicable forward copper price at the end of the quarter was $2.79 per pound. During the three months ended September 30, 2009, increasing copper prices resulted in a provisional pricing mark-to-market gain of $48 ($0.34 per pound). During the nine months ended September 30, 2009, changes in copper prices resulted in a provisional pricing mark-to-market gain of $112 ($0.33 per pound). At September 30, 2009, we had copper sales of 140 million pounds priced at an average of $2.79 per pound, subject to final pricing over the next several months.

The average London P.M. gold fix was $960 per ounce during the three months ended September 30, 2009, compared with our recorded average provisional gold price of $961 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. gold fix was $931 per ounce during the nine months ended September 30, 2009, compared with our recorded average provisional gold price of $930 per ounce before mark-to-market gains and treatment and refining charges. The applicable forward gold price at the end of the quarter was $996 per ounce. During the three months ended September 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $5 ($3 per ounce). During the nine months ended September 30, 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $6 ($1 per ounce). At September 30, 2009, we had gold sales of 96,000 ounces priced at an average of $996 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.

PART II—OTHER INFORMATION


ITEM 1.		LEGAL PROCEEDINGS.

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


ITEM 1A.		RISK FACTORS.

The following risk factors contain information that updates those contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on February 19, 2009, and amended by Form 10-K/A filed with the SEC on June 8, 2009.

Our Interest in PT Newmont Nusa Tenggara (“PTNNT”) in Indonesia May be Reduced or Terminated under the Contract of Work

We operate Batu Hijau, a producer of copper/gold concentrates, in which we currently have a 45% ownership interest, held through the Nusa Tenggara Partnership (“NTP”) with an affiliate of Sumitomo Corporation of Japan. We have a 56.25% interest in NTP and a Sumitomo affiliate holds the remaining 43.75%. NTP in turn owns 80% of 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.

Under the Contract of Work executed in 1986 between the Indonesian government and PTNNT, 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, such portion 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 Jakarta 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 the Newmont-Sumitomo partnership in PTNNT could be reduced to 49%, thus reducing our ability to control the operation at Batu Hijau.

PTPI has owned and continues to own a 20% interest in PTNNT, and therefore NTP was required to offer a 3% interest in the shares of PTNNT for sale in 2006 and an additional 7% interest in each of 2007, 2008 and 2009. In accordance with the Contract of Work, an offer to sell a 3% interest was made to the government of Indonesia in 2006 and an offer for an additional 7% interest was made in each of 2007, 2008 and 2009. Following notifications from the Department of Energy and Mineral Resources (the “DEMR”) alleging that PTNNT was 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 by 2006, 2007, and 2008 shares in accordance with the direction of the DEMR, the matter was submitted to an international arbitration panel. That panel ruled in March 2009 that the 2006, 2007 and 2008 shares must be sold by the end of September 2009 and gave PTNNT until then to cure any default by selling the shares. 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. In September 2009, the deadline for completion of transfer of the 2006 3% interest, the 2007 7% interest and the 2008 7% interest was extended to November 12, 2009 by agreement between PTNNT and the Indonesian Government. This date coincides with the deadline for the sale and transfer of the 2009 7% interest. Future disputes may arise as to the divestiture of the shares, the outcome of which cannot be predicted. It is uncertain who will acquire the divestiture shares or the nature of our relations with the new owner or owners.

Our Batu Hijau Operation in Indonesia is Subject to Political and Economic Risks

We have a substantial investment in Indonesia, a nation that since 1997 has undergone financial crises and devaluation of its currency, outbreaks of political and religious violence and acts of terrorism, changes in national leadership, and the secession of East Timor, one of its former provinces. These factors heighten the risk of abrupt changes in the national policy toward foreign investors, which in turn could result in unilateral modification of concessions or contracts, increased taxation, denial of permits or permit renewals or expropriation of assets. Presidential and parliamentary elections recently took place, and although the president was re-elected, new ministers or members of parliament may have different (and potentially more negative) views relating to mining in general or relative to our assets and operations from those of their predecessors.

Recent violence committed by radical elements in Indonesia and other countries, and the presence of U.S. forces in Iraq and Afghanistan, may increase the risk that operations owned by U.S. companies will be the target of violence. If our Batu Hijau operation was so targeted it could have an adverse effect on our business.


ITEM 2.		ISSUER PURCHASES OF EQUITY SECURITIES.

(c)

Total Number of

(d)

(a)

Shares Purchased

Maximum Number (or

Total

(b)

Approximate Dollar Value) of

Number

Average

Part of Publicly

Shares that may yet be

of Shares

Price Paid

Announced Plans

Purchased under the Plans or

Period

Purchased

Per Share

or Programs

Programs

July 1, 2009 through July 31, 2009

—

August 1, 2009 through August 31, 2009

—

September 1, 2009 through September 30, 2009

—


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


ITEM 5.		OTHER MATTERS.

On October 28, 2009, the Board of Directors (the “Board”) of Newmont Mining Corporation (the “Company”) approved and adopted a restatement of the Company’s Certificate of Incorporation, which is attached hereto as Exhibit 3.1. The restatement does not further amend the Certificate of Incorporation, but only restates and integrates into one document all prior amendments to the Certificate of Incorporation, which were previously disclosed by the Company.

On October 28, 2009, the Board approved and adopted amendments to the Company’s By-laws (the “By-laws”), which became effective upon adoption by the Board on October 28, 2009. The By-laws were amended primarily to implement certain recent amendments to the Delaware General Corporation Law. The amendments to the By-laws (i) permit the Board to fix one record date for stockholders entitled to notice of a meeting and a separate record date for determining stockholders entitled to vote at the meeting (Article V, Section 4), (ii) make other non-substantive and conforming changes and (iii) clarify existing provisions. Prior to these amendments, the By-laws did not permit the Board to fix separate record dates.

The foregoing summary of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated October 28, 2009, which are attached hereto as Exhibit 3.5 and are incorporated herein by reference.


ITEM 6.		EXHIBITS.

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

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: October 29, 2009		/s/ Russell Ball Russell Ball
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: October 29, 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 Incorporation of Registrant, restated as of October 28, 2009, filed herewith.

	3.5	By-Laws of the Registrant, as amended and restated effective October 28, 2009, filed herewith.

	4.1	Indenture, dated as of September 18, 2009, among Registrant, Newmont USA Limited and the Bank of New York Mellon Trust Company, N.A., as Trustee. Incorporated herein by reference to Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 18, 2009.

	4.2	First Supplemental Indenture, dated as of September 18, 2009, among Registrant, Newmont USA Limited and the Bank of New York Mellon Trust Company, N.A., as Trustee. Incorporated herein by reference to Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 18, 2009.

	4.3	Form of the 2019 Notes (included as part of Exhibit 4.2).

	4.4	Form of the 2039 Notes (included as part of Exhibit 4.2).

	4.5	Form of Guaranty for the 2019 Notes (included as part of Exhibit 4.2).

	4.6	Form of Guaranty for the 2039 Notes (included as part of Exhibit 4.2).

	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 nine months ended September 30, 2009, filed on October, 29, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed 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 100 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.

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

NEWMONT MINING CORPORATION

Dated October 28, 2009

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

1. The name of this corporation is Newmont Mining Corporation. The original Certificate of Incorporation was filed on December 6, 2001. The original name of the Corporation was Delta Holdco Corp.

2. This Restated Certificate of Incorporation, which was duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware, restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation as amended or supplemented prior to the date hereof (the “Existing Certificate of Incorporation”), and there is no discrepancy between the provisions of this Restated Certificate of Incorporation and the Existing Certificate of Incorporation. This Restated Certificate of Incorporation restates the Corporation’s Existing Certificate of Incorporation to read in its entirety as follows:

First: The name of this Corporation is Newmont Mining Corporation.

Second: The registered office of the Corporation within the state of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, 19808, County of New Castle. The name and address of its Registered Agent is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, 19808, County of New Castle.

Third: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To subscribe for, purchase or otherwise acquire, and to hold, sell, assign, transfer, exchange, mortgage, pledge or otherwise dispose of the stocks, bonds, securities or other evidences of indebtedness of any corporation or corporations, association or associations, domestic or foreign, for whatever purpose organized or in whatever business engaged, and while the owner of such stocks, bonds, securities or other evidences of indebtedness to exercise all the rights, powers and privileges of ownership, including all rights to vote thereon.

To guarantee any dividends, bonds, stocks, contracts or other obligations of any corporation in which this Corporation is an owner or has an interest; to aid in any lawful manner such corporation, and to do all lawful acts and things designed for the preservation, protection, improvement, development or enhancement of the value of such corporation or of its stock, bonds, securities, evidences of indebtedness, contracts or other obligations.

To form, promote, assist financially or otherwise, companies, syndicates, partnerships and associations of all kinds, so far as incidental to or connected with the corporate purposes, and to give any guarantee in connection therewith or otherwise for the payment of money or for the performance of any obligation or undertaking, to the extent that this Corporation may be lawfully interested therein.

To purchase, lease, locate, or otherwise acquire, to prospect and explore for and to own, hold, option, sell, exchange, lease, mortgage or otherwise dispose of and deal in mineral lands, mines, mining rights, minerals, ores, real estate, water rights, and in claims and interests therein in any part of the world; to develop, improve and work the same; to conduct mining operations of every kind by any method now known or hereafter devised, and to operate plants for reducing, concentrating, smelting, converting, refining, preparing for market or otherwise treating ores, minerals, matte and bullion; to manufacture, acquire, deal in or otherwise dispose of products of mines, minerals and ores; to enter into contracts with other corporations (including any corporation in which the directors of this Corporation may be interested or of which they may be officers or directors, or which may be the owner of a large or controlling interest in the stock of this Corporation), for mining or working mineral deposits, for the operation of canals, ditches and hydraulic works, for the reduction, treatment, smelting and refining of the ores, minerals, matte and bullion produced by this Corporation.

To carry on, and license others to carry on all or any part of the several businesses enumerated in this paragraph, to wit: the business of manufacturers, merchants, traders, importers, exporters and dealers in and with goods, wares and merchandise of every description; of establishing, financing, developing, managing, operating and carrying on industrial, commercial, trading, manufacturing, mechanical, metallurgical, engineering, building, construction, contracting, mining, smelting, quarrying, refining, and chemical enterprises, undertakings, propositions, concessions or franchises in all their respective branches.

To obtain, register, purchase, lease or otherwise acquire, to hold, use, own, operate, develop and introduce, to sell, assign, lease, pledge, mortgage, grant or acquire licenses in respect of and otherwise deal in and with or turn to account any and all copyrights, concessions, trade marks, formulae, secret processes, devices, trade names and distinctive marks, patents, patent rights, applications for patents and all inventions, licenses, privileges, improvements and processes used in connection with or secured under letters patent or otherwise of the United States or of any other country, relating to or useful in connection with any lawful business of the corporation, including the good will of the same.

In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, and of the objects and purposes hereinbefore stated, it is hereby expressly provided that this Corporation shall also have the following powers, it being expressly provided that the enumeration of specific powers shall not be construed to limit or restrict in any manner the aforesaid general powers of the Corporation.

To acquire from time to time, in exchange for shares of the capital stock of this Corporation, such property or shares of the capital stock of any other corporation or corporations as the Board of Directors shall deem of advantage to it, at such valuation of the property or shares so acquired as in the judgment of said Board shall be fair and just.

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Without in any particular limiting any of the objects, or purposes or powers of this Corporation, the business or purpose of the Corporation shall be from time to time to do any one or more or all of the acts and things herein set forth, and all such other acts, things and business or businesses in any manner connected therewith, or necessary, incidental, convenient or auxiliary thereto, or calculated directly or indirectly to promote the interests of the Corporation or enhance the value of or render profitable any of its property or rights, as such a corporation may lawfully do; and in carrying on its business, or for the purpose of attaining or furthering any of its objects, to do any and all acts and things, and to exercise any and all other powers which a co-partnership or natural person could do and exercise, and which now or hereafter may be authorized by law, and either as, or by and through principals, agents, attorneys, trustees, contractors, factors, lessees, or otherwise, either alone or in conjunction with others, and in any part of the world; and in addition to have and to exercise all the rights, powers and privileges now or hereafter belonging to or conferred upon corporations organized under the provisions of law authorizing the formation of such corporations, but nothing herein contained is to be construed as authorizing this Corporation to carry on the business of discounting bills, notes or other evidences of debt, of receiving deposits of money, or foreign coins, or buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt for circulation as money.

To conduct its business in all of its branches in the State of Delaware, other States, the District of Columbia, the territories and colonies of the United States, and in foreign countries, and to have one or more offices out of the State of Delaware, to hold, purchase, mortgage and convey real and personal property both within and without the State of Delaware.

To borrow money, to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or for any other lawful object; to mortgage or pledge all or any part of its properties, rights, interests and franchises, including any or all shares of stock, bonds, debentures, notes, scrip or other obligations or evidences of indebtedness at any time owned by it.

To purchase, hold, sell, and transfer the shares of its own capital stock to the extent permitted by law, provided that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

Nothing hereinabove stated shall be construed to give this Corporation any rights, powers or privileges not permitted by the laws of the State of Delaware to corporations organized under the statutes of the State of Delaware.

The foregoing clauses shall be construed as objects, purposes and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the Corporation, so that the Corporation shall have the power to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

Fourth: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 755,000,000 of which 5,000,000 shares shall be Preferred Stock (hereinafter called “ Preferred Stock ”) of the par value of $5.00 per share and 750,000,000 shares shall be Common Stock (hereinafter called “ Common Stock ”) of the par value of $1.60 per share.

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The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each class of stock of the Corporation which are fixed by this Certificate of Incorporation, and the express grant of authority to the Board of Directors of the Corporation to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock which are not fixed by this Certificate of Incorporation, are as follows:

1. Shares of Preferred Stock may be issued from time to time in one or more series as in this Article Fourth provided. All shares of Preferred Stock shall be of equal rank and shall be identical in all respects, except in respect of the particulars fixed by the Board of Directors for series of the Preferred Stock as permitted by the provisions of this Article Fourth. Each series of Preferred Stock shall be distinctively designated, and all shares of any one series of Preferred Stock shall be identical in all respects with all the other shares of such series, except that shares of any one series issued at different times may differ as to the dates, if any, from which dividends thereon shall be cumulative.

2. Authority is hereby expressly granted to the Board of Directors, by resolution or resolutions, from time to time to create and provide for the issuance of series of the Preferred Stock and, in connection with the creation of each such series, to fix by the resolution or resolutions providing for the creation and issue of shares of such series the following provisions of the shares of such series, so far as not inconsistent with the provisions of this Article Fourth applicable to all series of Preferred Stock:

(a) The designation of such series and the number of shares which shall constitute such series;

(b) The dividend rate per annum, if any, at which holders of shares of such series shall be entitled to receive dividends, whether or not dividends on the shares of such series shall be cumulative, the times at which and the quarterly dividend periods for which dividends on such series shall be paid, the date or dates, if any, from which dividends shall be cumulative and the other conditions, if any, on which such dividends shall be paid;

(c) The time or times, if any, at which the shares of such series shall be subject to redemption, in whole or in part, the price or prices to which holders of shares of such series shall be entitled upon such redemption, and the other terms and conditions, if any, on which shares of such series may be so redeemed;

(d) The amount or amounts and the other rights, if any, to which the holders of shares of such series shall be entitled upon the dissolution, liquidation or winding up of the affairs of the Corporation or upon any other distribution of the assets of the Corporation;

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(e) The sinking fund or purchase fund provisions, if any, for the redemption or purchase of shares of such series and, if any such fund is so provided for the benefit of such shares, the amount of such fund and the manner of its application;

(f) The extent of the voting powers, if any, of the shares of such series;

(g) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock, or of any series thereof, of the Corporation and, if so convertible or exchangeable, the conversion or exchange price or prices or rate or rates, the adjustments thereof and the other terms and conditions, if any, on which shares shall be so convertible or exchangeable; and

(h) Any other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of shares of such series as are not fixed and determined in this Article Fourth.

3. The powers, preferences and rights, and the qualifications, limitation or restrictions thereof, applicable to the Preferred Stock of all series are as follows:

(a) Out of the funds of the Corporation legally available for dividends, the holders of the Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, cash dividends at such rate, and no more, and payable at such times and for such quarterly dividend periods as shall be fixed for such series by the Board of Directors as herein permitted. Dividends on any shares of Preferred Stock shall be cumulative only if and to the extent fixed by resolution of the Board of Directors. Accumulations of dividends, if any, shall not bear interest.

No such dividend shall be paid or declared and set apart for payment on any share of Preferred Stock for any quarterly dividend period unless a dividend for the same quarterly dividend period and all past quarterly dividend periods, if any, ending within such quarterly dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be or have been paid or declared and set apart for payment on all shares of Preferred Stock of all series then outstanding and entitled to receive dividends for such quarterly dividend period or for any past quarterly dividend period, if any, ending within such quarterly dividend period.

In no event, so long as any Preferred Stock shall remain outstanding, shall any dividend, other than a dividend payable in shares of Common Stock or any other class of stock ranking junior to the Preferred Stock as to the distribution of assets and the payment of dividends (the Common Stock, and any such other class of stock being hereinafter sometimes referred to as “junior stock”), be declared or paid upon, nor shall any distribution be made upon, any junior stock, nor shall any shares of junior stock be purchased or redeemed by the Corporation other than in exchange for junior stock, nor, shall any monies be paid or made available for a sinking fund for the purchase or redemption of any junior stock, unless in each instance dividends on all outstanding shares of the Preferred Stock for all past dividend periods shall have been paid and the dividend on all outstanding shares of the Preferred Stock for the then applicable current quarterly dividend period shall have been paid, or declared and a sum sufficient for the payment thereof set apart.

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(b) The Corporation, at its election expressed by resolution of the Board of Directors, may redeem the shares of any series of the Preferred Stock at such time or times, at such price or prices and on such other terms and conditions (not inconsistent with the provisions of this subparagraph (b)) as are fixed for such series by the Board of Directors as permitted herein plus, in each case, an amount equal to all dividends accrued and unpaid on such series of Preferred Stock to and including the date fixed for redemption (the total sum so payable per share on any such redemption being hereinafter called the “Redemption Price” and the date fixed for redemption being hereinafter called the “Redemption Date”). If as permitted by the terms fixed for such series by the Board of Directors, less than all outstanding shares of any series of Preferred Stock are to be redeemed, the shares of said series to be redeemed shall be chosen by lot or pro rata in such equitable manner as the Board of Directors may determine.

Notice of every such redemption shall be mailed not less than 30 nor more than 90 days in advance of the Redemption Date to the holders of record of the shares of Preferred Stock so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation.

From and after the Redemption Date (unless the Corporation shall default in paying or providing the funds necessary for the payment of the Redemption Price of the shares so called for redemption) the right to receive dividends on all shares of Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of the shares of Preferred Stock so called for redemption shall forthwith, after the Redemption Date, cease and terminate, excepting only the right of such holders to receive the Redemption Price for such shares but without interest, and such shares shall no longer be deemed outstanding. Any funds so set aside by the Corporation and unclaimed at the end of six years from the Redemption Date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the Corporation for payment of the Redemption Price.

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If, on or after the giving of notice of redemption but before the Redemption Date, the Corporation shall deposit with any bank or trust company doing business in the Borough of Manhattan, City of New York, New York, having capital and surplus of at least $10,000,000, in trust to be applied to the redemption of the shares of Preferred Stock so called for redemption, the funds necessary for such redemption, then all rights of the holders of the shares of Preferred Stock so called for redemption shall forthwith, after the date of such deposit, cease and terminate (excepting only the right of such holders to receive the Redemption Price therefor but without interest and the right to exercise any conversion privilege not theretofore expired), and such shares shall not, after the date of such deposit, be deemed outstanding. Any funds so deposited which shall not be required for such redemption because of the exercise of any such right of conversion subsequent to the making of such deposit shall be returned to the Corporation. In case the holders of shares of Preferred Stock so called for redemption shall not, at the end of six years from the Redemption Date, have claimed any funds so deposited, such bank or trust company shall upon the request of the Corporation pay over to the Corporation such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Corporation for payment of the Redemption Price.

Any interest accrued on funds set aside or deposited for purposes of redemption as above provided shall be paid to the Corporation from time to time.

Shares of any series of Preferred Stock which have been redeemed, retired or purchased by the Corporation (whether through the operation of a sinking or purchase fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of the Corporation of any other class or classes, shall, upon appropriate filing and recording to the extent required by law, have the status of authorized and unissued shares of Preferred Stock.

(c) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash for each share equal to the amount payable on such share in such event provided for by the Board of Directors as permitted herein for the series of Preferred Stock of which such share is a part plus, in each case, an amount equal to all dividends accrued and unpaid on such share up to the date fixed for distribution, and no more, before any distribution shall be made to the holders of the Common Stock.

If upon any such liquidation, dissolution or winding up of the Corporation its net assets shall be insufficient to permit the payment in full of the respective amounts to which the holders of all outstanding Preferred Stock of all series are entitled as above provided, the entire remaining net assets of the Corporation shall be distributed among the holders of Preferred Stock of all series in amounts proportionate to the full amounts to which they are respectively so entitled.

Neither the merger nor consolidation of the Corporation, nor the sale, lease or conveyance of all or a part of its assets, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation within the meaning of this subparagraph (c).

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4. (a) Except for such voting powers as may be granted to the holders of Preferred Stock by law, subparagraph (b) of this paragraph 4, or as may be granted to the holders of any one or more series of Preferred Stock by the Board of Directors in accordance with paragraph 2(f) of this Article Fourth, voting power shall be vested exclusively in the Common Stock. At every meeting of the stockholders of the Corporation every holder of Common Stock entitled to vote shall be entitled to one vote for each share of Common Stock registered in his name on the books of the Corporation and, except as otherwise herein or by law provided, the Common Stock and Preferred Stock of the Corporation (and any other capital stock of the Corporation at the time entitled thereto), shall vote together as a class.

(b) At any time when six (6) quarterly dividends on any one or more series of Preferred Stock entitled to receive cumulative dividends shall be in default, the holders of all such cumulative series at the time or times outstanding as to which such default shall exist shall be entitled, at the next annual meeting of stockholders or special meeting held in place thereof at which time the number of directors constituting the Board of Directors shall be increased by two, voting as a class, whether or not the holders thereof shall otherwise be entitled to vote, to the exclusion of the holders of Common Stock and the holders of any series of non-cumulative Preferred Stock, to vote for and elect two members of the Board of Directors of the Corporation to all such newly-created directorships. At any time when six (6) quarterly dividends on any one or more series of non-cumulative Preferred Stock shall be in default, the holders of all such non-cumulative series at the time or times outstanding as to which such default shall exist shall be entitled, at the next annual meeting of stockholders or special meeting held in place thereof at which time the number of directors constituting the Board of Directors shall be increased by two, voting as a class, whether or not the holders thereof shall otherwise be entitled to vote, to the exclusion of the holders of Common Stock and the holders of any series of cumulative Preferred Stock, to vote for and elect two members of the Board of Directors of the Corporation to fill such newly-created directorships. All rights of all series of Preferred Stock to participate in the election of directors pursuant to this subparagraph 4(b) shall continue in effect, in the case of all series of Preferred Stock entitled to receive cumulative dividends, until cumulative dividends have been paid in full or set apart for payment on each cumulative series which shall have been entitled to vote at the previous annual meeting of stockholders, or special meeting held in place thereof, or, in the case of all series of non-cumulative Preferred Stock, until non-cumulative dividends have been paid in full or set apart for payment for four consecutive quarterly dividend periods on each non-cumulative series which shall have been entitled to vote at the previous annual meeting of stockholders or special meeting held in place thereof. Whenever the holders of the Preferred Stock shall be divested of such voting right hereinabove provided, the directors so elected by the Preferred Stock shall thereupon cease to be directors of the Corporation and thereupon the number of directors shall be reduced by two or four, as the case may be. Directors elected by the holders of any one or more series of stock voting separately as a class, may be removed only by a majority vote of such series, voting separately as a class, so long as the voting power of such series shall continue. Subject to the voting rights, if any, of any other series of Preferred Stock, the holders of the Common Stock, voting as a class, to the exclusion of the holders of such series so entitled to vote for and elect members of the Board of Directors pursuant to this subparagraph 4(b) shall be entitled to vote for and elect the balance of the Board of Directors. Each stockholder entitled to vote at any particular time in accordance with the foregoing provisions shall not have more than one vote for each share of Stock held of record by him at the time entitled to voting rights.

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(c) Subject to the provisions of this Article Fourth and any further provisions prescribed in accordance herewith, and after making such provisions, if any, as the Board of Directors may deem advisable for working capital or as a reserve fund to meet contingencies or for such other purposes as the Board of Directors, in their discretion, may deem necessary or advisable and in the best interests of the Corporation, then, and not otherwise, the holders of the junior stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for that purpose, dividends payable either in cash, stock or otherwise.

(d) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, if the holders of all series of the Preferred Stock shall have received all the amounts to which they shall be entitled in such event in accordance with the provisions of this Article Fourth and any further provisions prescribed in accordance herewith, the holders of the junior stock shall be entitled, to the exclusion of the holders of the Preferred Stock of all series, to share in all the remaining assets of the Corporation available for distribution to the stockholders.

5. There hereby is fixed and determined the voting rights, designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of a series of Preferred Stock, par value $5.00 per share of the Corporation, which shall consist of one share (the “Special Voting Share”) and shall be designated as Special Voting Stock (the “Special Voting stock”).

Special Terms of the Special Voting Stock

Section 1. Dividends and Distributions. The holder of the Special Voting Share shall not be entitled to receive Corporation dividends.

Section 2. Voting Rights. (a) The holder of record of the Special Voting Share shall vote together with the holders of the Common Stock, as a single class on all matters on which the holders of the Common Stock are entitled to vote.

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(b) As contemplated by that certain Voting and Exchange Trust Agreement, 4011686 Canada Inc., a corporation existing under the laws of Canada (together with the continuing corporation from the amalgamation of said corporation, Franco-Nevada Mining Corporation Limited and others, “Acquisitionco”), and Computershare Trust Company of Canada (the “Trustee”), and, as such agreement may be amended, modified or supplemented from time to time (the “Trust Agreement”), a copy of which will be provided to any stockholder of the Corporation without charge upon written request therefor delivered to the Corporation:

(i) Without the consent of the holder of the Special Voting Share, during the term of the Trust Agreement, the Corporation shall not, without the consent of the holders at the relevant time of the Exchangeable Shares (as defined in the Trust Agreement) given in accordance with the Provisions Attaching to the Exchangeable Shares (attached as Appendix 1 to Schedule B of the Arrangement Agreement dated as of November 14, 2001 by and between Franco-Nevada Mining Corporation Limited, a corporation incorporated under the laws of Canada and Newmont Mining Corporation, a Delaware corporation, a copy of which will be provided to any stockholder of the Corporation without charge upon written request therefor delivered to the Corporation), issue any shares of its Special Voting Stock in addition to the Special Voting Share;

(ii) The Special Voting Share entitles the holder of record to a number of votes equal to the lesser of:

(1) one vote per outstanding Exchangeable Share from time to time not owned by the Corporation and its affiliates, and

(2) one vote for every ten votes attaching to the outstanding shares of Common Stock;

and for which the Trustee has received voting instructions from the Beneficiaries (as defined in the Trust Agreement).

Section 3. Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holder of the Special Voting Share shall be entitled to receive out of the assets of the Corporation available for distribution to the stockholders, an amount equal to $0.001 before any distribution is made on the Common Stock or any other stock ranking junior to the Special Voting Share as to distribution of assets upon liquidation, dissolution or winding-up.

Section 4. Ranking. The Special Voting Share shall, with respect to rights on liquidation, winding up and dissolution, rank (i) senior to the Common Stock of the Corporation, (ii) on parity with the other series of Preferred Stock, and (iii) junior to any other class or series of capital stock of the Corporation.

Section 5. Redemption. The Special Voting Share shall not be subject to redemption, except that at such time as no Exchangeable Shares (other than Exchangeable Shares owned by the Corporation and its affiliates) shall be outstanding, and no shares of stock, debt, options or other agreements which could give rise to the issuance of any Exchangeable Shares to any person (other than the Corporation and its affiliates) shall exist, the Special Voting Share shall automatically be redeemed, out of funds legally available therefor, for an amount equal to $0.001 due and payable upon such redemption. Upon any such redemption of the Special Voting Share by the Corporation, the Special Voting Share shall be cancelled and retired, and from and after the retirement of the Special Voting Share in accordance with Section 243 of the Delaware General Corporation Law the Special Voting Share shall not be reissued.

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6. Except as may be provided in the provisions fixed by the Board of Directors for any series of Preferred Stock, the number of authorized shares of any class of stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote.

Fifth: The amount of capital stock with which this Corporation will commence business is $1,000.

Sixth: This Corporation is to have perpetual existence.

Seventh: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

Eighth: The government of this Corporation shall be vested in and its affairs shall be conducted by a Board of Directors. The number of Directors of the Corporation shall be fixed and may be altered from time to time as may be provided in the By-Laws. In case of any increase in the number of Directors, the additional Directors may be elected by the Directors or by the stockholders at an annual or special meeting, as shall be provided in the By-Laws.

1. In case of any vacancy in the Board of Directors through death, resignation or otherwise, the Board of Directors may elect a successor to hold office for the unexpired portion of the term of the Director whose office shall be vacant, and until the election of a successor.

2. The Directors from time to time may determine whether and to what extent, and at what times and places and under what conditions and regulations, the accounts and books of the Corporation (other than the stock ledger), or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, unless expressly so authorized by statute or by a resolution of the stockholders or the Directors.

3. The Board of Directors, by the affirmative vote of the majority of the whole Board, may appoint from the Directors an Executive Committee, of which a majority shall constitute a quorum; and, to such extent as shall be provided in the By-Laws, such Committee may exercise all the powers of the Board including the power to cause the seal of the Corporation to be affixed to any papers or documents by it executed.

4. The Board of Directors shall have power and authority, without the assent or vote of the stockholders, to authorize the execution and delivery of any mortgage, pledge or other liens, without limit as to amount, upon the real and personal property of the Corporation, or any part or parts thereof, for the purpose of securing the payment of its bonds or other obligations.

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5. The Board of Directors may make By-Laws, and from time to time may alter, amend or repeal any By-Law or By-Laws; but any By-Laws made by the Board of Directors may be altered or repealed by the stockholders at any annual meeting, or at any special meeting, provided notice of such proposed alteration or repeal be included in the notice of such special meeting.

6. The Directors shall have the power to determine the use and disposition of any surplus or net profits over and above the capital stock paid in, and, to the extent permitted by law, may use and apply any such surplus or accumulated profits or capital in purchasing or acquiring the bonds or other obligations or shares of capital stock of the Corporation, to such extent and in such manner and upon such terms as the Directors shall deem expedient; but shares of such capital stock so purchased or acquired may be resold unless such shares shall have been retired for the purpose of decreasing the Corporation’s capital stock as provided by law.

7. The Board of Directors is invested with complete and unrestricted authority in the management of all the affairs of the Corporation and is authorized to exercise for such purposes, as the general agent of the Corporation, its entire corporate authority.

8. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless to the provisions of the statutes of Delaware and of this Certificate.

Ninth: Notwithstanding any provision in this Certificate of Incorporation to the contrary (including, without limitation, paragraphs 3 and 7 of Article Eighth hereof), except as set forth in the penultimate subparagraph of this Article Ninth, the affirmative vote or consent of the holders of four-fifths of all classes of stock of this Corporation entitled to vote in elections of directors, considered for the purposes of this Article Ninth as one class, shall be required (a) for the adoption of any agreement for the merger or consolidation of this Corporation with or into any other corporation, or (b) to authorize any sale or lease of all or any substantial part of the assets of this Corporation to, or any sale or lease to this Corporation or any subsidiary thereof in exchange for securities of this Corporation of any assets (except assets having an aggregate fair market value of less than $10,000,000) of, any other corporation, person or other entity, if, in either case, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto such other corporation, person or entity is the beneficial owner, directly or indirectly, of more than 10% of the outstanding shares of stock of this Corporation entitled to vote in elections of directors considered for the purposes of this Article Ninth as one class. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the stock of this Corporation otherwise required by law or any agreement between this Corporation and any national securities exchange.

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For the purposes of this Article Ninth, (a) any corporation, person or other entity shall be deemed to be the beneficial owner of any shares of stock of this Corporation (i) which it has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, or (ii) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (i), above), by any other corporation, person or entity with which it or its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of this Corporation, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on December 6, 2001, and (b) the outstanding shares of any class of stock of this Corporation shall include shares deemed owned through application of clauses (i) and (ii) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.

The Board of Directors shall have the power and duty to determine for the purposes of this Article Ninth, on the basis of information known to this Corporation, whether (i) such other corporation, person or other entity beneficially owns more than 10% of the outstanding shares of stock of this Corporation entitled to vote in elections of directors, (ii) a corporation, person, or entity is an “affiliate” or “associate” (as defined above) of another, (iii) the assets being acquired by this Corporation, or any subsidiary thereof, have an aggregate fair market value of less than $10,000,000 and (iv) the memorandum of understanding referred to below is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this Article Ninth.

The provisions of this Article Ninth shall not be applicable to (i) any merger or consolidation of this Corporation with or into any other corporation, or any sale or lease of all or any substantial part of the assets of this Corporation to, or any sale or lease to this Corporation or any subsidiary thereof in exchange for securities of this Corporation of any assets of, any other corporation, person or other entity, if the Board of Directors of this Corporation shall by resolution have approved a memorandum of understanding with such other corporation, person or entity with respect to and substantially consistent with such transaction prior to the time that such other corporation, person or entity shall have become a holder of more than 10% of the outstanding shares of stock of this Corporation entitled to vote in elections of directors; or (ii) any merger or consolidation of this Corporation with, or any sale or lease to this Corporation or any subsidiary thereof of any of the assets of, any corporation of which a majority of the outstanding shares of all classes of stock entitled to vote in elections of directors is owned of record or beneficially by this Corporation and its subsidiaries.

No amendment to the Certificate of Incorporation of this Corporation shall amend, alter, change or repeal any of the provisions of this Article Ninth, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of four-fifths of all classes of stock of this Corporation entitled to vote in elections of directors, considered for the purposes of this Article Ninth as one class.

Tenth: The Directors of the Corporation shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware as from time to time in effect.

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1. A Director of this Corporation shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director except for those specific breaches and acts or omissions with respect to which the Delaware General Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of Directors. The modification or repeal of this paragraph 1 of Article Tenth shall not affect the restriction hereunder of a Director’s personal liability for any act or omission occurring prior to such modification or repeal.

2. The Corporation shall indemnify each Director and Officer of the Corporation to the fullest extent permitted by applicable law, and in furtherance hereof the Board of Directors is expressly authorized to amend the Corporation’s By-Laws from time to time to give full effect hereto, notwithstanding possible self interest of the Directors in the action being taken. The modification or repeal of this paragraph 2 of Article Tenth shall not adversely affect the right to indemnification of any Director or Officer hereunder with respect to any act or omission occurring prior to such modification or repeal.

Eleventh: This Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

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IN WITNESS WHEREOF, Newmont Mining Corporation has caused this Restated Certificate of Incorporation to be executed by its duly authorized officer on this 28th day of October, 2009.


	/s/ Jeffrey K. Reeser

	Name:	Jeffrey K. Reeser
		Secretary

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Exhibit 3.5

NEWMONT MINING CORPORATION

BY-LAWS

Amended and Restated effective
October 28, 2009

NEWMONT MINING CORPORATION

BY-LAWS

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting . An annual meeting of the stockholders of the Corporation shall be held in each year at such place, and on such date and at such time, as the Board of Directors of the Corporation shall designate in a resolution duly adopted by it, for the purpose of electing Directors and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meetings . Special Meetings of the stockholders for any lawful purposes may be called by the Board of Directors or by the Chairman of the Board or by the President, and shall be called by the Chairman of the Board or by the President or the Secretary upon a written request stating the purposes thereof and signed by (i) a majority of the Board of Directors or (ii) stockholders owning 25% of the stock of the Corporation entitled to vote at such meeting. Each such meeting shall be held at such place, and on such date and at such time, as the Board of Directors of the Corporation shall designate in a resolution duly adopted by it, for the purposes stated in the notices thereof. Business transacted at any special meeting shall be limited to the purposes stated in the notices of the meeting.

Section 3. Notices and Waivers . Written notices of every meeting of the stockholders, stating the time, place and purposes thereof, shall be given personally, by mail or other means of electronic transmission not less than ten days nor more than sixty days before the date on which the meeting is to be held, to each stockholder of record entitled to vote at such meeting. In the event of a special meeting called upon the written request of stockholders pursuant to Section 2 hereof, such notice shall describe any business set forth in the statement of purpose in such written request as well as any additional business proposed to be conducted at such meeting by the Board of Directors. If mailed, the notice shall be sent to the stockholders at their respective addresses appearing on the stock records of the Corporation or to such other addresses as they may have respectively designated in writing, and shall be deemed given when mailed. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in accordance with applicable law. A waiver of any notice in writing by a stockholder or by electronic transmission given by the person or persons entitled to such notice before or after the time for the meeting, shall be deemed equivalent to such notice.

Section 4. Notice of Stockholder Business and Nominations .

(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law.

For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the preceding paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the sixtieth day nor earlier than the close of business on the ninetieth day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth day prior to such annual meeting and not later than the close of business on the later of the sixtieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

Notwithstanding anything in the second sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least seventy days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(ii) Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by clause (i) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the ninetieth day prior to such special meeting and not later than the close of business on the later of the sixtieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(iii) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded.

(iv) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors under specified circumstances.

Section 5. Stockholder List . For every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each such stockholder, shall be made and be open to the examination of any stockholder during ordinary business hours for at least ten (10) days prior to the meeting at the Corporation’s principal place of business, and shall be produced at the meeting and be subject at all time during the meeting to the inspection of any stockholder present ; provided, however, that, where the record date for determining the stockholders entitled to vote is set by the Board of Directors in accordance with Section 4 of Article V hereof at a date that is less than ten (10) days before the meeting date, the Corporation’s obligation to provide a list of stockholders prior to the meeting is limited to preparing a list of those stockholders as of the tenth day before the meeting date.

Section 6. Quorum . Subject to the provisions of any applicable law or of the Corporation’s Certificate of Incorporation in respect of the vote that shall be required for a specified action, the holders of record of a majority of the capital stock of the Corporation issued and outstanding and entitled to vote at any meeting of its stockholders shall be required to be present in person or represented by proxy at such meeting in order to constitute a quorum for a transaction of any business. For purposes of determining the presence of a quorum, “capital stock of the Corporation” shall be deemed to include that number of shares of common stock equal to the number of votes that the Trustee is entitled to vote from time to time under the Special Voting Share of the Corporation created pursuant to the terms of the Voting and Exchange Trust Agreement dated February 16, 2002, between the Corporation, Newmont Mining Corporation of Canada Limited and Computershare Trust Company of Canada.

Section 7. Adjournment . If at any meeting of the stockholders there is no quorum, the meeting may be adjourned from time to time by the Chairman of the Board or by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum be obtained. Any meeting at which there is a quorum may also be adjourned, in like manner, for such time or upon such call as may be determined by vote. An adjourned meeting at which a quorum is present or represented may transact any business which might have been transacted at the meeting as first convened had there been a quorum.

Section 8. Chairman and Secretary . At every meeting of the stockholders the presiding officer shall be the Chairman of the Board, or in his absence the President, and in their absence a Vice President of the Corporation. The Secretary or in his absence an Assistant Secretary of the Corporation shall act as secretary of the meeting, or in their absence the presiding officer may appoint any person present to act as secretary of the meeting.

Section 9. Voting . Except as otherwise specifically provided herein or in the Certificate of Incorporation of the Corporation with respect to the ability of certain stockholders to cumulate votes in the election of directors, each stockholder present in person or by proxy at a meeting of the stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder on the books of the Corporation and entitled to vote at such meeting. No proxy shall be voted on after three years from its date unless it provides for a longer period. All elections of Directors shall be by a plurality vote by ballot. All other matters shall be decided by a majority vote viva voce of the stockholders present in person or by proxy except as otherwise specifically provided by any applicable law, the Corporation’s Certificate of Incorporation or these By-Laws; provided, however, that the presiding officer shall have the right to determine whether a stock vote with respect to any matter shall be taken by ballot. On votes taken by ballot, each ballot shall state the name of the stockholder or proxy voting and the number of shares voted.

Section 10. Inspectors of Elections . The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

Section 11. Inspection of Books and Records . The Board of Directors shall determine whether and to what extent, and at what times and places and under what conditions and regulations, the books, accounts and records of the Corporation (other than the stock ledger), or any of them, shall be open to the inspection of any stockholder. No Stockholder shall have the right to inspect any books, accounts, records or documents of the Corporation unless expressly so authorized by the laws of the State of Delaware or by these By-Laws or by a resolution of the Board of Directors. The stock ledger shall be the only evidence as to the stockholders entitled to examine the stockholder list referred to in Section 5 of Article I hereof, and the original or a duplicate stock ledger containing the names and addresses of the stockholders and the number of shares held by them respectively shall be open at all times during usual business hours at the Corporation’s principal office to the examination of any stockholder.

Section 12. Action by Written Consent . Any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice to stockholders and without a vote if consents in writing, setting forth the action so taken, shall have been signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 1. Number, Term and Qualification . The number of Directors which shall constitute the whole Board shall be not less than eight nor more than seventeen. Within these specified limits, the number of Directors shall be determined from time to time by the affirmative vote of a majority of the Directors then in office. Directors elected at any annual meeting of the stockholders or elected at any other time by the stockholders or by the Board of Directors as hereinafter provided, shall hold office until the next annual meeting of the stockholders and until their respective successors are elected and qualified. Directors need not be stockholders.

Section 2. Resignations; Vacancies . Any Director may resign at any time upon written notice to the Corporation. A resignation shall become effective when and as specified in the notice, or, in the absence of such specification, upon its acceptance by the Corporation. Vacancies occurring on the Board of Directors for any reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum.

Section 3. Meetings and Notices . Meetings of the Board of Directors of the Corporation, regular or special, may be held either within or without the State of Delaware. Regular meetings of the Board may be held without notice at such time and place as the Board from time to time may by resolution determine. Special meetings of the Board, being all meetings other than its regular meetings, may be called by the Chairman or the President, and shall be called by the Secretary upon the written request of any two Directors. At least one day’s prior written notice of the time, place and purposes of every special meeting shall be given to each Director; provided, however, that no notice of any such meeting need be given to any Director who attends the meeting or signs before or after the meeting a written waiver of notice thereof. Notices may be delivered personally or sent by mail, telegraph, facsimile transmission or other form of electronic transmission, and shall be deemed given when so delivered or sent.

Section 4. Quorum . At all meetings of the Board of Directors eight Directors shall constitute a quorum of the transaction of business, and the acts of a majority of the Directors present at any meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by any applicable law or by the Corporation’s Certificate of Incorporation or by these By-Laws. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is obtained.

Section 5. Order of Business . The order of business at meetings of the Board of Directors shall be as the Board may determine from time to time, or, subject to any such action by the Board, as determined by the Chairman of the meeting.

Section 6. Powers . The Board of Directors shall manage and control the business, property and affairs of the Corporation, and shall have and may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 7. Compensation . The Directors may be paid as compensation for their services a periodic fee, or a fixed fee for attendance at each meeting of the Board of Directors or any Committee thereof, or both, and may be paid their expenses, if any, of attendance at Board or Committee meetings and may be paid in stock or stock options, all as the Board from time to time may determine, but otherwise shall not be entitled to any fees or compensation for their services as Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE III

EXECUTIVE COMMITTEE

Section 1. Appointment, Number and Quorum . The Board of Directors, by the affirmative vote of a majority of the whole Board, may appoint an Executive Committee consisting of such number of the Directors not less than three as the Board may determine; provided, always, that the Chief Executive Officer shall at all times be appointed to the Committee. By similar action the Board may fill any vacancy in, change the membership of, or dissolve the Committee at any time in its discretion. At all meetings of the Committee a majority, but not less than three, of its members shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the whole Committee, but in no case less than three members, shall be necessary to adopt any resolution or to take any other action.

Any member of the Committee who ceases to be a Director shall cease ipso facto to be a member of the Committee. Any member may resign at any time upon written notice to the Corporation. A resignation shall become effective when and as specified in the notice, or, in the absence of such specification, upon its acceptance by the Corporation.

Section 2. Powers and Proceedings . The Executive Committee during the intervals between the meetings of the Board of Directors, shall have and may exercise, insofar as permitted by law, all the powers of the Board of Directors, provided that the Committee shall not act to fill a vacancy on the Committee and shall not take any action contrary to any specific action or direction of the Board.

The Board of Directors may designate the Chairman of the Committee and prescribe rules governing its proceedings. The Committee may elect its own Chairman from its members, if he has not been designated by the Board, and may make its own rules of procedure insofar as they do not conflict with any rules prescribed by the Board or with these By-Laws. Minutes of all acts and proceedings of the Committee shall be kept in a proper record book and shall be laid before the Directors at their next meeting.

Section 3. Compensation . The members of the Executive Committee may be paid such compensation for their services, and such expenses incurred by them in connection therewith, as the Board of Directors may determine, but otherwise shall not be entitled to any compensation for their services as such Committee members.

ARTICLE IV

OFFICERS

Section 1. Officers, Election, Term and Vacancies . At its first meeting held after each annual meeting of the stockholders, the Board of Directors shall elect, as the officers of the Corporation to serve until their successors are elected and qualify, a Chairman of the Board, a President, one or more Vice Presidents (one or more of whom may be designated Executive Vice Presidents or Senior Vice Presidents by the Board), a Secretary, a Treasurer, and a Controller, and may elect or appoint such Assistant Secretaries, Assistant Treasurers, Assistant Controllers and other officers as the Board in its discretion may determine. If any such officers are not elected or appointed at such first meeting, they may be elected or appointed at any subsequent meeting of the Directors.

The Chairman of the Board shall be a Director, but no other officer need be a Director. Subject to the provisions of any applicable law, one person may hold two or more offices.

Any officer may resign at any time upon written notice to the Corporation. A resignation shall become effective when and as specified in the notice, or, in the absence of such specification, upon its acceptance by the Corporation. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office for any reason may be filled by the Board of Directors.

Section 2. Chairman of the Board . The Chairman of the Board shall preside at meetings of the Directors and at meetings of the stockholders. He shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 3. Chief Executive Officer . The Chairman of the Board or the President shall be designated by the Board of Directors to be the Chief Executive Officer of the Corporation. Such designee shall have and be responsible for the general management and control of all its business and affairs, subject only to the Board of Directors and the Executive Committee.

Subject to the control of the Board of Directors, the Chief Executive Officer shall have power to employ, appoint and discharge employees and agents of the Corporation and fix their compensation, to make and sign contracts and agreements in the name and on behalf of the Corporation, to sign certificates of stock of the Corporation, to sign proxies for or to attend and vote at meetings of stockholders of any other corporation in which the Corporation holds stock, and to sign in the name and on behalf of the Corporation other instruments and documents to be executed by it. He shall see that all books, records, reports, statements and certificates are properly made, kept and filed as required of the Corporation by any applicable law, and shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 4. President . The President shall be responsible for the operation of the business and affairs of the Corporation, subject to the direction of the Chairman of the Board and of the Board of Directors and the Executive Committee.

Section 5. Vice Presidents . Each Vice President, Executive Vice President (if any) and Senior Vice President (if any) shall have such powers and duties as may be delegated to him by the Chief Executive Officer or as may be prescribed by the Board of Directors.

Section 6. Secretary . The Secretary shall attend all meetings of the stockholders, Board of Directors and Executive Committee, and shall record all the proceedings and votes taken at such meetings in appropriate books kept by him for that purpose. He shall give, or cause to be given, all notices required by law or by these By-Laws to be given of all such meetings, and shall see that the list of stockholders required for every meeting of the stockholders is properly prepared and made and kept at the place of the meeting for at least ten days prior thereto.

The Secretary shall keep or cause to be kept in safe custody the seal of the Corporation, its unissued stock certificates, stock transfer books, stock ledgers, and such other books, records, documents and papers of the Corporation as the Board of Directors may direct; provided, however, that the Transfer Agent, if one be appointed, shall have custody of the unissued stock certificates, stock transfer books and stock ledgers.

The Secretary shall have power to countersign or attest all contracts, agreements, stock certificates, proxies and other instruments and documents signed on behalf of the Corporation by the Chairman of the Board, the President or a Vice President, and to affix thereto the seal of the Corporation, and to certify all minutes and extracts from minutes of meetings of the stockholders, Board of Directors and Executive Committee, and all resolutions passed or adopted thereat.

He shall have such other powers and shall perform such other duties as may be prescribed by the Board of Directors, and, subject to the control of the Board, all such powers and duties as are generally incident to his office of Secretary.

Section 7. Assistant Secretaries . Each Assistant Secretary shall have all the powers and may perform all the duties of the Secretary in the absence of disability of the Secretary unless the Board of Directors shall otherwise determine, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 8. Treasurer . The Treasurer shall receive and have in his charge or custody the funds, securities and valuable effects of the Corporation, and shall deposit or keep same to the credit or in the name of the Corporation in such banks or depositories as the Board of Directors designates. He shall disburse the funds of the Corporation and dispose of its securities and valuable effects in his charge only as he may be authorized or directed by the Board of Directors or by an officer, committee or agent acting with and under the authority of the Board. He shall take and preserve proper vouchers or receipts for all disbursements.

The Treasurer shall keep full, accurate and current accounts of all receipts and disbursements of funds, the acquisitions and disposition of all securities and valuable effects, and all other financial transactions of the Corporation, in appropriate books kept by him for such purposes. He shall render such reports, accounts and statements of the Corporation’s financial transactions and conditions to the stockholders, Board of Directors, Executive Committee and the Chief Executive Officer as may be required or requested, and shall exhibit his books of account and records to the Chairman of the Board, the President, a Vice President, the Controller, or any Director upon request at the Corporation’s office where such books of records are kept.

The Treasurer shall have power on behalf of the Corporation to endorse for collection, bills, notes, drafts, checks and other instruments for payment of funds to the Corporation, and to sign receipts and vouchers for payments made to the Corporation. He shall sign or countersign all bills, notes, drafts, checks and other instruments for payments made by the Corporation, and all assignments or powers for transfers of securities and other valuable effects of the Corporation, and certificates of the stock Corporation provided, however, that the Board of Directors may authorize or require other officers or agents of the Corporation to sign or countersign in its name any such papers, instruments or documents.

He shall have such other powers and shall perform such other duties as may be prescribed by the Board of Directors, and, subject to the control of the Board, such powers and duties as are generally incident to his office of Treasurer.

Section 9. Assistant Treasurers . Each Assistant Treasurer shall have all the powers and may perform all the duties of the Treasurer in case of the disability of the Treasurer unless the Board of Directors shall otherwise determine, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. He shall give a like bond or bonds, if any, as are given by the Treasurer.

Section 10. Controller . The Controller shall have direct responsibility for and supervision of the accounting records of the Corporation and of its subsidiaries and managed affiliated corporations, and shall see that adequate examination and audits thereof are currently and regularly made. He shall prepare and file all tax returns, and shall prepare statements of operating and production costs, cash forecasts, and any other financial reports of the Corporation. He shall ascertain that the property of the Corporation is kept at all times properly and adequately insured, and shall have custody of any bonds given by the Treasurer or any Assistant Treasurer as above mentioned. He shall have such other powers and perform such other duties, as may be prescribed by the Board of Directors or be assigned to him by the Chairman of the Board.

Section 11. Assistant Controllers . Each Assistant Controller shall have all the powers and may perform all of the duties of the Controller in case of the disability of the Controller unless the Board of Directors shall otherwise determine, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 12. Other Officers . Each other officer elected or appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the Board, and, subject to the control of the Board, such powers and duties are generally incident to his office.

ARTICLE V

CAPITAL STOCK

Section 1. Stock Certificates and Uncertificated Shares . Certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with any applicable law or the Corporation’s Certificate of Incorporation, as shall be prescribed or approved from time to time by the Board of Directors. Holders of the stock shall be entitled to have such certificates issued in the name of the Corporation, under its seal and signed by the Chairman of the Board, the President or a Vice President and by the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer, evidencing and certifying the number of shares owned by such respective stockholders in the Corporation.

Such certificates may be so sealed and signed either manually or by facsimile seal or signatures, if and as permitted by law and authorized or approved by the Board of Directors. If any officer whose signature is used on any certificate shall cease to be such officer for any reason before the issuance or delivery of the certificate by the Corporation, the validity of the Certificate upon its issuance and delivery shall not be thereby affected.

The Board of Directors may authorize and require the signing of any certificate or certificates by a Transfer Agent and a Registrar, in addition to the signing by the officers of the Corporation.

Shares of capital stock of the Corporation shall be represented by certificates or shall be uncertificated. The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the capital stock of the Corporation shall be uncertificated. Any such resolution shall not apply to any such shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written statement of the information required on certificates by applicable law, rule or regulation.

Section 2. Stock Transfers . The shares of stock of the Corporation shall be transferred only on the books of the Corporation by the holders thereof in person or by their duly authorized attorney, (a) in the case of shares represented by a certificate, upon surrender for cancellation of the certificates for the shares to be transferred, with a duly executed assignment or stock power endorsed thereupon or attached thereto, and accompanied by such other evidences of transfer of authority, such guarantees of signatures and such payments of stock transfer taxes or other charges as may be reasonably required, or (b) in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual presenting proper evidence of succession, assignment or authority to transfer the stock.

The Board of Directors may appoint a Transfer Agent and a Registrar for the capital stock of the Corporation.

Section 3. Lost Certificates . Unless otherwise determined by the Board of Directors, a new certificate or uncertificated share shall be issued in place of any certificate theretofore issued by the Corporation for its capital stock and alleged by the holder thereof to have been lost, stolen or destroyed; provided, however, that the applicant for any such new certificate or uncertificated share shall furnish to the Corporation evidence satisfactory to it of the alleged loss, theft or destruction, together with such bond or indemnification as the Board of Directors from time to time may require to indemnify the Corporation against an any claim that may be made against it or its officers or agents on account of a certificate alleged to have been lost, stolen or destroyed or the issuance of a new certificate or uncertificated share replacing it.

Section 4. Record Date . In order that the Corporation may determine the stockholders entitled to notice of ~~or to vote at~~ any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described. If the Board of Directors so fixes a date in accordance with the preceding sentence, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination of stockholders entitled to vote. Provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 4.

Section 5. Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 6. Stock Ledger . The original or a duplicate stock ledger shall be kept at the Corporation’s principal office in the State of Delaware.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 1. Indemnification of Directors and Officers . The Corporation shall, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), indemnify any person (and the heirs, executors and administrators thereof) who was or is made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency) including (i) an action by or in the right of the Corporation to procure a judgment in its favor and (ii) an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Corporation is serving or served as a director, officer or trustee at the request of the Corporation, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer or trustee, against all expense, liability and loss (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided, however, except as provided in Section 7 of this Article VI, with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) is authorized by the Board of Directors of the Corporation.

Section 2. Indemnification of Others . The Corporation shall indemnify other persons and reimburse the expenses thereof, to the extent required by applicable law, and may indemnify any other person to whom the Corporation is permitted to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the Delaware General Corporation Law or otherwise.

Section 3. Advances or Reimbursement of Expenses . The Corporation shall, to the fullest extent permitted by applicable law, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action, suit or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article VI or otherwise.

Section 4. Service of Certain Entities Deemed Requested . Any director or officer of the Corporation servicing (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation, or (ii) any employee benefit plan of the Corporation or any corporation referred in clause (i), in any capacity shall be deemed to be doing so at the request of the Corporation.

Section 5. Interpretation . Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action, suit or proceeding, to the extent permitted by applicable law, or on the basis of the applicable law in effect at the time indemnification is sought.

Section 6. Indemnification Right . The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

Section 7. Indemnification Claims . If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation or recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Corporation (including its Directors who are not parties to such action, suit or proceeding, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances, nor an actual determination by the Corporation (including its Directors who are not parties to such action, suit or proceeding, a committee of such directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year . The fiscal year of the Corporation, and of each of its subsidiaries, shall be the calendar year.

Section 2. Offices . The principal office of the Corporation in the State of Delaware shall be maintained in the City of Wilmington, County of New Castle. The Corporation may have offices at such other places within or without the State of Delaware as the Board of Directors from time to time may determine.

Section 3. Resident Agent . The Resident Agent of the Corporation in charge of its principal office in the State of Delaware shall be Corporation Service Company.

Section 4. Seal . The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal, Delaware.”

Section 5. Dividends . Subject to all applicable laws and the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors, payable in cash, in property or in shares of the capital stock of the Corporation.

Section 6. Amendments . Subject to any By-Laws made by the stockholders, the Board of Directors may make By-Laws, and from time to time may alter, amend or repeal any By-Law or By-Laws; but any By-Laws made by the Board of Directors may be altered or repealed by the stockholders at any annual meeting, or at any special meeting provided notice of such proposed alteration or repeal be included in the notice of such special meeting.

Section 7. Separability . In case any By-Law or provision in any By-Law shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining By-Laws or remaining provisions of such By-Law shall not in any way be affected or impaired thereby.

Exhibit 12.1

NEWMONT MINING CORPORATION AND SUBSIDIARIES

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


	Nine Months Ended
	September 30, 2009
Earnings:
Income from continuing operations before income tax expense, equity loss of affiliates and noncontrolling interests in subsidiaries ⁽¹⁾	$	1,750
Adjustments:
Fixed charges added to earnings		74
Dividends from equity affiliates		2
Amortization of capitalized interest		15

	$	1,841

Fixed Charges:
Net interest expense ⁽²⁾		65
Portion of rental expense representative of interest		9

Fixed charges added to earnings		74
Capitalized interest		86

	$	160

Ratio of earnings to fixed charges		11.5


⁽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.

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

October 29, 2009

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;

(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

October 29, 2009

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 September 30, 2008 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

October 29, 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.

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 September 30, 2008 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

October 29, 2009