NEWMONT MINING CORP /DE/ (Form: 10-Q, Received: 07/26/2013 06:14:43)

Dated: May 30, 2013

NEWMONT USA LIMITED, Plan Sponsor

/s/ Stephen P. Gottesfeld

Stephen P. Gottesfeld

Vice President

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2013

¨	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

LOGO

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ 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). x Yes ¨ 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.


(Check one):	Large accelerated filer	x	Accelerated filer	¨

	Non-accelerated filer	¨ (Do not check if a smaller reporting company.)	Smaller reporting company	¨

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

There were 492,822,946 shares of common stock outstanding on July 18, 2013 (and 4,841,193 exchangeable shares).

TABLE OF CONTENTS


		Page
	PART I

ITEM 1.	FINANCIAL STATEMENTS		1

	Condensed Consolidated Statements of Income		1
	Condensed Consolidated Statements of Comprehensive Income		2
	Condensed Consolidated Statements of Cash Flows		3
	Condensed Consolidated Balance Sheets		4
	Notes to Condensed Consolidated Financial Statements		5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		49

	Overview		49
	Selected Financial and Operating Results		51
	Consolidated Financial Results		52
	Results of Consolidated Operations		58
	Liquidity and Capital Resources		65
	Environmental		67
	Accounting Developments		68
	Non-GAAP Financial Measures		68
	Safe Harbor Statement		75

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		76

ITEM 4.	CONTROLS AND PROCEDURES		78

	PART II

ITEM 1.	LEGAL PROCEEDINGS		79

ITEM 1A.	RISK FACTORS		79

ITEM 2.	ISSUER PURCHASES OF EQUITY SECURITIES		79

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		79

ITEM 4.	MINE SAFETY DISCLOSURES		79

ITEM 5.	OTHER INFORMATION		80

ITEM 6.	EXHIBITS		80

SIGNATURES			81

EXHIBIT INDEX			82

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(unaudited, in millions except per share)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Sales (Note 3)	$	1,993		$	2,229		$	4,170		$	4,912
Costs and expenses
Costs applicable to sales ⁽¹⁾ (Note 3)		1,653			1,002			2,697			2,019
Amortization		415			248			682			479
Reclamation and remediation (Note 4)		18			16			36			32
Exploration		76			106			135			194
Advanced projects, research and development		46			82			98			184
General and administrative		54			57			110			111
Write-downs (Note 5)		2,261			—			2,262			—
Other expense, net (Note 6)		77			126			176			246

		4,600			1,637			6,196			3,265

Other income (expense)
Other income, net (Note 7)		50			36			76			69
Interest expense, net		(70	)		(71	)		(135	)		(123	)

		(20	)		(35	)		(59	)		(54	)

Income (loss) before income and mining tax and other items		(2,627	)		557			(2,085	)		1,593
Income and mining tax benefit (expense) (Note 8)		325			(175	)		144			(518	)
Equity loss of affiliates		(3	)		(11	)		(7	)		(30	)

Income (loss) from continuing operations		(2,305	)		371			(1,948	)		1,045
Income (loss) from discontinued operations (Note 9)		74			—			74			(71	)

Net income (loss)		(2,231	)		371			(1,874	)		974
Net loss (income) attributable to noncontrolling interests (Note 10)		212			(92	)		170			(205	)

Net income (loss) attributable to Newmont stockholders	$	(2,019	)	$	279		$	(1,704	)	$	769

Net income (loss) attributable to Newmont stockholders:
Continuing operations	$	(2,093	)	$	279		$	(1,778	)	$	840
Discontinued operations		74			—			74			(71	)

	$	(2,019	)	$	279		$	(1,704	)	$	769

Income (loss) per common share (Note 11)
Basic:
Continuing operations	$	(4.21	)	$	0.56		$	(3.58	)	$	1.69
Discontinued operations		0.15			—			0.15			(0.14	)

	$	(4.06	)	$	0.56		$	(3.43	)	$	1.55

Diluted:
Continuing operations	$	(4.21	)	$	0.56		$	(3.58	)	$	1.67
Discontinued operations		0.15			—			0.15			(0.14	)

	$	(4.06	)	$	0.56		$	(3.43	)	$	1.53

Cash dividends declared per common share	$	0.35		$	0.35		$	0.775		$	0.70

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in millions)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net income (loss)	$	(2,231	)	$	371		$	(1,874	)	$	974
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities, net of $(77), $18, $(115) and $(5) tax benefit and (expense), respectively		(227	)		(273	)		(279	)		(313	)
Foreign currency translation adjustments		(10	)		(10	)		(22	)		—
Change in pension and other post-retirement benefits, net of $3, $2, $8 and $4 tax benefit, respectively		6			4			11			8
Change in fair value of cash flow hedge instruments, net of $(130), $8, $(145) and $(18) tax benefit and (expense), respectively
Net change from periodic revaluations		(258	)		4			(237	)		73
Net amount reclassified to income		(11	)		(24	)		(35	)		(59	)

Net unrecognized gain (loss) on derivatives		(269	)		(20	)		(272	)		14

Other comprehensive income (loss)		(500	)		(299	)		(562	)		(291	)

Comprehensive income (loss)	$	(2,731	)	$	72		$	(2,436	)	$	683

Comprehensive income (loss) attributable to:
Newmont stockholders	$	(2,519	)	$	(18	)	$	(2,265	)	$	478
Noncontrolling interests		(212	)		90			(171	)		205

	$	(2,731	)	$	72		$	(2,436	)	$	683

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)


	Six Months Ended
	June 30,
	2013			2012
Operating activities:
Net income (loss)	$	(1,874	)	$	974
Adjustments:
Amortization		682			479
Stock based compensation and other non-cash benefits		38			36
Reclamation and remediation		36			32
Loss (income) from discontinued operations		(74	)		71
Write-downs		2,262			—
Impairment of marketable securities		11			32
Deferred income taxes		(519	)		12
Gain on asset sales, net		(1	)		(10	)
Other operating adjustments and write-downs		632			106
Net change in operating assets and liabilities (Note 24)		(461	)		(768	)

Net cash provided from continuing operations		732			964
Net cash used in discontinued operations		(11	)		(8	)

Net cash provided from operations		721			956

Investing activities:
Additions to property, plant and mine development		(1,120	)		(1,578	)
Acquisitions, net		(13	)		(22	)
Sale of marketable securities		1			106
Purchases of marketable securities		(1	)		(196	)
Proceeds from sale of other assets		49			13
Other		(21	)		(37	)

Net cash used in investing activities		(1,105	)		(1,714	)

Financing activities:
Proceeds from debt, net		987			3,343
Repayment of debt		(534	)		(1,941	)
Payment of conversion premium on debt		—			(172	)
Proceeds from stock issuance, net		2			15
Sale of noncontrolling interests		32			—
Acquisition of noncontrolling interests		(10	)		—
Dividends paid to noncontrolling interests		(2	)		(3	)
Dividends paid to common stockholders		(385	)		(347	)
Other		(3	)		(1	)

Net cash provided from financing activities		87			894

Effect of exchange rate changes on cash		(16	)		1

Net change in cash and cash equivalents		(313	)		137
Cash and cash equivalents at beginning of period		1,561			1,760

Cash and cash equivalents at end of period	$	1,248		$	1,897

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)


	At June 30,			At December 31,
	2013			2012
ASSETS
Cash and cash equivalents	$	1,248		$	1,561
Trade receivables		257			283
Accounts receivable		289			577
Investments (Note 16)		628			86
Inventories (Note 17)		803			796
Stockpiles and ore on leach pads (Note 18)		738			786
Deferred income tax assets		215			195
Other current assets (Note 19)		844			1,661

Current assets		5,022			5,945
Property, plant and mine development, net		16,244			18,010
Investments (Note 16)		485			1,446
Stockpiles and ore on leach pads (Note 18)		2,729			2,896
Deferred income tax assets		1,188			481
Other long-term assets (Note 19)		808			872

Total assets	$	26,476		$	29,650

LIABILITIES
Debt (Note 20)	$	48		$	10
Accounts payable		551			657
Employee-related benefits		261			339
Income and mining taxes		60			51
Other current liabilities (Note 21)		1,278			2,084

Current liabilities		2,198			3,141
Debt (Note 20)		6,726			6,288
Reclamation and remediation liabilities (Note 4)		1,471			1,457
Deferred income tax liabilities		806			858
Employee-related benefits		598			586
Other long-term liabilities (Note 21)		439			372

Total liabilities		12,238			12,702

Commitments and contingencies (Note 26)
EQUITY
Common stock		789			787
Additional paid-in capital		8,431			8,330
Accumulated other comprehensive income (loss)		(71	)		490
Retained earnings		2,077			4,166

Newmont stockholders’ equity		11,226			13,773
Noncontrolling interests		3,012			3,175

Total equity		14,238			16,948

Total liabilities and equity	$	26,476		$	29,650

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

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(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 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, 2012 filed February 22, 2013 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States generally accepted accounting principles (“GAAP”) have been condensed or omitted. References to “A$” refer to Australian currency, “C$” to Canadian currency and “NZ$” to New Zealand currency.

On March 12, 2013, Newmont completed the sale of the Hope Bay Project to TMAC Resources Inc. (“TMAC”). At June 30, 2013, Newmont held a 49.9% voting interest in TMAC and an economic interest of 70.4%. The Company has made available a $15 credit facility due June 2014. Newmont has identified TMAC as a Variable Interest Entity (“VIE”) under FASB Accounting Standards Codification (“ASC”)—Consolidation guidance. Based upon the ASC guidance for VIEs, and the ownership structure, Newmont has determined that it has a controlling financial interest in TMAC and is therefore the primary beneficiary. As such, Newmont consolidated TMAC in its consolidated financial statements. TMAC has indicated that they anticipate raising funds at an undetermined date through an initial public offering (“IPO”). Should such an IPO occur, which there can be no assurance of such offering occurring, it is expected that Newmont’s ownership will be reduced and Newmont would reevaluate whether or not it is still required to consolidate under the applicable ASC guidance.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Reporting of Amounts reclassified out of Accumulated Other Comprehensive Income

In February 2013, ASC guidance was issued related to items reclassified from Accumulated Other Comprehensive Income(Loss) . The new standard requires either in a single note or parenthetically on the face of the financial statements: (i) the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and (ii) the income statement line items affected by the reclassification. Adoption of the new guidance, effective for the fiscal year beginning January 1, 2013, had no impact on the consolidated financial position, results of operations or cash flows.

Disclosures about Offsetting Assets and Liabilities

In November 2011, ASC guidance was issued related to disclosures about offsetting assets and liabilities. The new standard requires disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. In January 2013, an update was issued to further clarify that the disclosure requirements are limited to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. Adoption of the new guidance, effective for the fiscal year beginning January 1, 2013, had no impact on the consolidated financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements

Foreign Currency Matters

In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company does not expect the updated guidance to have an impact on the consolidated financial position, results of operations or 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 SEGMENT INFORMATION

The Company’s reportable segments are based upon the Company’s management structure that is focused on the geographic region for the Company’s operations. Segment results for 2012 have been retrospectively revised to reflect organizational changes that moved the Indonesia operations to a separately managed region and moved the Hope Bay segment to Corporate and Other. Geographic regions now include North America, South America, Australia/New Zealand, Indonesia, Africa and Corporate and Other. The financial information relating to the Company’s segments is as follows:


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)
Three Months Ended June 30, 2013
Nevada	$	558	$	276	$	60	$	28	$	181
La Herradura		71		42		7		15		8
Other North America		—		—		—		—		(2	)

North America		629		318		67		43		187

Yanacocha		420		197		97		10		87
Conga		—		—		—		—		(1	)
Other South America		—		—		—		5		(6	)

South America		420		197		97		15		80

Boddington:
Gold		249		252		59
Copper		49		62		14

Total		298		314		73		—		(2,161	)
Other Australia/New Zealand		332		263		58		12		(175	)

Australia/New Zealand		630		577		131		12		(2,336	)

Batu Hijau:
Gold		15		63		13
Copper		99		413		81

Total		114		476		94		5		(477	)
Other Indonesia		—		—		—		—		(1	)

Indonesia		114		476		94		5		(478	)

Ahafo		200		85		20		11		79
Akyem		—		—		—		2		(2	)
Other Africa		—		—		—		5		(8	)

Africa		200		85		20		18		69

Corporate and Other		—		—		6		29		(149	)

Consolidated	$	1,993	$	1,653	$	415	$	122	$	(2,627	)

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)
Three Months Ended June 30, 2012
Nevada	$	571	$	258	$	47	$	43	$	217
La Herradura		93		33		6		11		46
Other North America		—		—		—		1		(2	)

North America		664		291		53		55		261

Yanacocha		614		177		62		18		333
Conga		—		—		—		12		(12	)
Other South America		—		—		—		19		(19	)

South America		614		177		62		49		302

Boddington:
Gold		264		157		49
Copper		42		38		12

Total		306		195		61		2		37
Other Australia/New Zealand		331		182		35		22		88

Australia/New Zealand		637		377		96		24		125

Batu Hijau:
Gold		18		11		3
Copper		88		70		14

Total		106		81		17		7		(16	)
Other Indonesia		—		—		—		—		4

Indonesia		106		81		17		7		(12	)

Ahafo		208		76		16		11		100
Akyem		—		—		—		5		(5	)
Other Africa		—		—		—		3		(2	)

Africa		208		76		16		19		93

Corporate and Other		—		—		4		34		(212	)

Consolidated	$	2,229	$	1,002	$	248	$	188	$	557

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)			Total Assets		Capital Expenditures ⁽¹⁾
Six Months Ended June 30, 2013
Nevada	$	1,128	$	548	$	119	$	53	$	390		$	7,822	$	243
La Herradura		161		82		13		21		45			479		64
Other North America		—		—		—		1		(5	)		68		—

North America		1,289		630		132		75		430			8,369		307

Yanacocha		875		355		167		23		282			2,977		89
Conga		—		—		—		1		—			1,700		161
Other South America		—		—		—		10		(12	)		122		37

South America		875		355		167		34		270			4,799		287

Boddington:
Gold		578		426		101
Copper		114		110		24

Total		692		536		125		—		(2,047	)		2,334		54
Other Australia/New Zealand		724		495		104		24		(82	)		1,639		83

Australia/New Zealand		1,416		1,031		229		24		(2,129	)		3,973		137

Batu Hijau:
Gold		26		70		15
Copper		169		460		90

Total		195		530		105		11		(481	)		3,388		56
Other Indonesia		—		—		—		—		2			4		—

Indonesia		195		530		105		11		(479	)		3,392		56

Ahafo		395		151		37		24		175			1,545		116
Akyem		—		—		—		5		(7	)		1,159		159
Other Africa		—		—		—		8		(11	)		1		—

Africa		395		151		37		37		157			2,705		275

Corporate and Other		—		—		12		52		(334	)		3,238		7

Consolidated	$	4,170	$	2,697	$	682	$	233	$	(2,085	)	$	26,476	$	1,069

⁽¹⁾	Includes a decrease in accrued capital expenditures of $51; consolidated capital expenditures on a cash basis were $1,120.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)			Total Assets		Capital Expenditures ⁽¹⁾
Six Months Ended June 30, 2012
Nevada	$	1,294	$	525	$	100	$	77	$	586		$	7,280	$	370
La Herradura		186		65		11		17		91			353		29
Other North America		—		—		—		1		(4	)		95		—

North America		1,480		590		111		95		673			7,728		399

Yanacocha		1,208		338		112		35		682			2,775		243
Conga		—		—		—		39		(39	)		1,462		342
Other South America		—		—		—		44		(44	)		24		20

South America		1,208		338		112		118		599			4,261		605

Boddington:
Gold		562		294		81
Copper		103		68		18

Total		665		362		99		5		180			4,640		52
Other Australia/New Zealand		758		372		72		43		273			1,949		137

Australia/New Zealand		1,423		734		171		48		453			6,589		189

Batu Hijau:
Gold		52		30		6
Copper		260		155		30

Total		312		185		36		14		32			3,651		61
Other Indonesia		—		—		—		—		3			5		8

Indonesia		312		185		36		14		35			3,656		69

Ahafo		489		172		40		22		250			1,328		108
Akyem		—		—		—		9		(10	)		750		189
Other Africa		—		—		—		5		(4	)		9		—

Africa		489		172		40		36		236			2,087		297

Corporate and Other		—		—		9		67		(403	)		4,339		17

Consolidated	$	4,912	$	2,019	$	479	$	378	$	1,593		$	28,660	$	1,576

⁽¹⁾	Includes a decrease in accrued capital expenditures of $2; consolidated capital expenditures on a cash basis were $1,578.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 4 RECLAMATION AND REMEDIATION

The Company’s Reclamation and remediation expense consisted of:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Accretion - operating		15		13		30		27
Accretion - non-operating		3		3		6		5

	$	18	$	16	$	36	$	32

At June 30, 2013 and December 31, 2012, $1,360 and $1,341, respectively, were accrued for reclamation obligations relating to operating properties. In addition, the Company is involved in several matters concerning environmental obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At June 30, 2013 and December 31, 2012, $188 and $198, respectively, were accrued for such obligations. These amounts are also included in Reclamation and remediation liabilities .

The following is a reconciliation of Reclamation and remediation liabilities :


	Six Months Ended June 30,
	2013			2012
Balance at beginning of period	$	1,539		$	1,240
Additions, changes in estimates and other		(3	)		105
Liabilities settled		(24	)		(41	)
Accretion expense		36			32

Balance at end of period	$	1,548		$	1,336

The current portion of Reclamation and remediation liabilities of $77 and $82 at June 30, 2013 and December 31, 2012, respectively, are included in Other current liabilities (see Note 21).

NOTE 5 WRITE-DOWNS


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Property, plant and mine development
Yanacocha	$	—	$	—	$	1	$	—
Boddington		2,107		—		2,107		—
Other Australia/New Zealand		66		—		66		—
Batu Hijau		1		—		1		—

		2,174		—		2,175		—

Other long-term assets
Boddington		31		—		31		—
Other Australia/New Zealand		56		—		56		—

		87		—		87		—

	$	2,261	$	—	$	2,262	$	—

Write-downs totaled $2,261 and $2,262 for the three and six months ended June 30, 2013, respectively. The 2013 write-down was primarily due to a decrease in the Company’s long-term gold and copper price assumptions to $1,400 per ounce and $3.00 per pound, respectively, combined with rising operating costs. These factors represented significant changes in the business, requiring the Company to evaluate for impairment. For purposes of this evaluation, estimates of future cash flows of the individual reporting units were used to determine fair value. The estimated cash flows were derived from life-of-mine plans, developed using long-term pricing reflective of the current price environment and management’s projections for operating costs. Refer to Note 14 for additional information.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

Due to the above conditions, Goodwill was included in the Company’s impairment analysis. After-tax discounted future cash flows of reporting units with Goodwill were analyzed. Goodwill at Other Australia / New Zealand had a carrying value of $188 at December 31, 2012. As a result of this evaluation, the Company recorded an impairment of $56, resulting in a carrying value of $132 at June 30, 2013.

NOTE 6 OTHER EXPENSE, NET


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
Transaction costs	$	—	$	12	$	45		$	12
Regional administration		18		29		36			50
Restructuring and other		21		—		30			—
Community development		17		20		30			51
Western Australia power plant		7		4		11			8
Hope Bay care and maintenance		—		52		(2	)		102
Other		14		9		26			23

	$	77	$	126	$	176		$	246

NOTE 7 OTHER INCOME, NET


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Foreign currency exchange, net	$	40		$	12		$	37		$	(3	)
Canadian Oil Sands		11			11			21			20
Development projects, net		7			19			8			33
Refinery income, net		4			2			7			7
Interest		2			2			6			7
Gain on asset sales, net		—			—			1			10
Reduction of allowance for loan receivable		—			—			—			21
Impairment of marketable securities		(7	)		(8	)		(11	)		(32	)
Derivative ineffectiveness, net		(3	)		(2	)		—			—
Other		(4	)		—			7			6

	$	50		$	36		$	76		$	69

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 AND MINING TAXES

During the second quarter of 2013, the Company recorded an estimated income and mining tax benefit of $325, resulting in an effective tax rate of 12%. Estimated income and mining tax expense during the second quarter of 2012 was $175 for an effective tax rate of 32%. The lower effective tax rate on the loss in the second quarter of 2013 is a result of the significant decrease in pretax income resulting in a dilution to the impact of percentage depletion and an increase in the Company’s valuation allowance on certain deferred tax assets.

During the first half of 2013, the estimated income and mining tax benefit was $144, resulting in an effective tax rate of 7%. Estimated income and mining tax expense during the first half of 2012 was $518 for an effective tax rate of 33%. The lower effective tax rate on the loss in the first six months of 2013 is primarily due to the result of the significant decrease in pretax income resulting in a dilution to the impact of percentage depletion and an increase in the Company’s valuation allowance on certain deferred tax assets.

A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, each quarter the Company considers estimated future taxable income as well as feasible tax planning strategies in each jurisdiction to determine if the deferred tax assets are realizable. If it is determined that the Company will not realize all or a portion of its deferred tax assets, it will place or increase a valuation allowance. Conversely, if determined that it will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.

On the basis of available information at June 30, 2013, including the decrease in the Company’s long-term commodity price assumptions, rising operating cost, and decrease in equity value, the Company concluded that it would not be able to realize the benefit from some of its deferred tax assets; as a result, the Company recorded a significant increase in its valuation allowance. This increase consists of $535 related to U.S. foreign and alternative minimum tax credits and $150 related to stockpile impairments.

The Company’s income and mining tax expense differed from the amounts computed by applying the United States statutory corporate income tax rate for the following reasons:


	Three Months Ended June 30,												Six Months Ended June 30,
	2013						2012						2013						2012
Income (loss) before income and mining tax and other items				$	(2,627	)				$	557					$	(2,085	)				$	1,593

Tax at statutory rate		35	%	$	(919	)		35	%	$	195			35	%	$	(730	)		35	%	$	558
Reconciling items:
Percentage depletion		2	%		(52	)		(6	)%		(34	)		4	%		(93	)		(7	)%		(108	)
Change in valuation allowance on deferred tax assets		(26	)%		685			2	%		13			(33	)%		691			3	%		46
Other		1	%		(39	)		1	%		1			1	%		(12	)		2	%		22

Income and mining tax expense (benefit)		12	%	$	(325	)		32	%	$	175			7	%	$	(144	)		33	%	$	518

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 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 pay the income taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved.

At June 30, 2013, the Company’s total unrecognized tax benefit was $391 for uncertain income tax positions taken or expected to be taken on income tax returns. Of this, $44 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate.

As a result of the statute of limitations that expire in the next 12 months in various jurisdictions, and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease by approximately $5 to $10 in the next 12 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 9 DISCONTINUED OPERATIONS

Discontinued operations include Holloway Mining Company, which owned the Holt-McDermott property (“Holt property”) that was sold to St. Andrew Goldfields Ltd. (“St. Andrew”) in 2006. In 2009, the Superior Court issued a decision finding Newmont Canada Corporation (“Newmont Canada”) liable for a sliding scale royalty on production from the Holt property, which was upheld in 2011 by the Ontario Court of Appeal. During the first half of 2013, the Company recorded a benefit from discontinued operations of $74, net of tax expense of $34, related to a decline in the gold spot price and an increase in discount rates. During the first half of 2012, the Company recorded a $71 charge, net of tax benefits of $4, to reflect an increase in future expected production at the Holt property due to new reserve and resource estimates published by St. Andrew.

Net operating cash used in discontinued operations of $11 and $8 in the first half of 2013 and 2012 relates to payments on the Holt property royalty.

NOTE 10 NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Minera Yanacocha	$	26		$	97		$	83		$	195
TMAC		(2	)		—			(14	)		—
Batu Hijau		(238	)		(5	)		(241	)		8
Other		2			—			2			2

	$	(212	)	$	92		$	(170	)	$	205

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

Newmont has a 70.4% economic ownership interest in TMAC, with remaining interests held by various outside investors.

Newmont has a 48.5% effective economic interest in PT Newmont Nusa Tenggara (“PTNNT”) with remaining interests held by an affiliate of Sumitomo Corporation of Japan and various Indonesian entities. PTNNT operates the Batu Hijau copper and gold mine in Indonesia. Based on ASC guidance for variable interest entities, Newmont consolidates PTNNT in its 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 11 INCOME (LOSS) PER COMMON SHARE

Basic income (loss) per common share is computed by dividing income (loss) available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is computed similarly except that weighted average common shares is increased to reflect all dilutive instruments.


	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Net income (loss) attributable to Newmont stockholders
Continuing operations	$	(2,093	)	$	279	$	(1,778	)	$	840
Discontinued operations		74			—		74			(71	)

	$	(2,019	)	$	279	$	(1,704	)	$	769

Weighted average common shares (millions):
Basic		497			496		497			496
Effect of employee stock-based awards		—			1		—			1
Effect of convertible notes		—			1		—			5

Diluted		497			498		497			502

Income (loss) per common share
Basic:
Continuing operations	$	(4.21	)	$	0.56	$	(3.58	)	$	1.69
Discontinued operations		0.15			—		0.15			(0.14	)

	$	(4.06	)	$	0.56	$	(3.43	)	$	1.55

Diluted:
Continuing operations	$	(4.21	)	$	0.56	$	(3.58	)	$	1.67
Discontinued operations		0.15			—		0.15			(0.14	)

	$	(4.06	)	$	0.56	$	(3.43	)	$	1.53

Options to purchase 4 and 2 million shares of common stock at average exercise prices of $48 and $58 were outstanding at June 30, 2013 and 2012, respectively, but were not included in the computation of diluted weighted average common shares because their exercise prices exceeded the average price of the Company’s common stock for the respective periods presented.

Other outstanding options to purchase 1 million shares of common stock were not included in the computation of diluted weighted average common shares in the second quarter and first half of 2013 because their effect would have been anti-dilutive.

Newmont is required to settle the principal amount of its 2014 and 2017 Convertible Senior Notes in cash and may elect to settle the remaining conversion premium (average share price in excess of the conversion price), if any, 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 ASC guidance. The average price of the Company’s common stock exceeded the conversion prices for all periods presented, resulting in additional shares included in the computation of diluted weighted average common shares.

In February 2012, the holders of the Company’s 2012 Convertible Senior Notes exercised their election to convert the notes. The Company elected to pay the $172 conversion premium with cash, and as a result no common shares were issued.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 12 EMPLOYEE PENSION AND OTHER BENEFIT PLANS


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Pension benefit costs, net
Service cost	$	9		$	8		$	18		$	15
Interest cost		10			11			20			21
Expected return on plan assets		(13	)		(11	)		(25	)		(22	)
Amortization, net		10			8			18			14

	$	16		$	16		$	31		$	28


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Other benefit costs, net
Service cost	$	1		$	—		$	2		$	1
Interest cost		2			2			3			3

	$	3		$	2		$	5		$	4

NOTE 13 STOCK BASED COMPENSATION


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Stock options	$	2	$	3	$	5	$	7
Restricted stock units		7		6		16		11
Performance leveraged stock units		2		3		4		6
Strategic stock units		3		1		3		1

	$	14	$	13	$	28	$	25

NOTE 14 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 June 30, 2013
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	32	$	32	$	—	$	—
Marketable equity securities:
Extractive industries		979		979		—		—
Other		4		4		—		—
Marketable debt securities:
Asset backed commercial paper		22		—		—		22
Corporate		13		—		13		—
Auction rate securities		4		—		—		4
Trade receivable from provisional copper and gold concentrate sales, net		139		139		—		—

	$	1,193	$	1,154	$	13	$	26

Liabilities:
Derivative instruments, net:
Foreign exchange forward contracts	$	168	$	—	$	168	$	—
Diesel forward contracts		3		—		3		—
Boddington contingent consideration		28		—		—		28
Holt property royalty		121		—		—		121

	$	320	$	—	$	171	$	149

The fair values of the derivative instruments in the table above are presented on a net basis. The gross amounts related to the fair value of the derivatives instruments above are included in the Derivatives Instruments Note (see Note 15). All other Fair Value disclosures in the above table are presented on a gross basis.

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 securities are segregated based on industry. 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 marketable corporate debt securities are mainly comingled fund investments that are classified within Level 2 with the unit of account considered to be at the fund level. Therefore, the investments are classified as Level 2 of the fair value hierarchy.

The Company’s marketable debt securities also include investments in auction rate securities and asset backed commercial paper. The Company reviews the fair value for auction rate securities and asset backed commercial paper on a quarterly basis. The auction rate securities are traded in markets that are not active, trade infrequently and have little price transparency. Therefore, the investments are classified as Level 3 of the fair value hierarchy. See table below which sets forth a summary of the quantitative and qualitative information related to the significant unobservable inputs used in the calculation of the fair value.

The Company’s net trade receivable from provisional copper and gold concentrate sales, subject to final pricing, is valued using quoted market prices based on forward curves 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. 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 estimated value of the Boddington contingent royalty was determined using a Monte Carlo valuation model which simulates future gold and copper prices and costs applicable to sales. This contingent royalty is capped at $100, and at June 30, 2012, the Company increased the accrual to the maximum of $100. The Boddington contingent royalty is classified within Level 3 of the fair value hierarchy. See table below which sets forth a summary of the quantitative and qualitative information related to the significant unobservable inputs used in the calculation of the fair value.

The estimated fair value of the Holt sliding scale royalty was determined using a Monte Carlo valuation model. The sliding scale royalty liability is classified within Level 3 of the fair value hierarchy. See table below which sets forth a summary of the quantitative and qualitative information related to the significant unobservable inputs used in the calculation of the fair value.

The following table sets forth a summary of the quantitative and qualitative information related to the unobservable inputs used in the calculation of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2013:


Description	At June 30, 2013		Valuation technique	Unobservable input	Range/Weighted average
Auction Rate Securities	$	4	Discounted cash flow	Weighted average recoverability rate		58	%
Asset Backed Commercial Paper		22	Discounted cash flow	Recoverability rate		72-88	%
Boddington Contingent Consideration		28	Monte Carlo	Discount rate		5	%
				Long Term Gold price	$	1,400
				Long Term Copper price	$	3.00
Holt property royalty		121	Monte Carlo	Weighted average discount rate		5	%
				Long Term Gold price	$	1,400

The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2013:


	Auction Rate Securities			Asset Backed Commercial Paper		Total Assets			Boddington Contingent Royalty			Holt Property Royalty			Total Liabilities
Balance at beginning of period	$	5		$	19	$	24		$	41		$	240		$	281
Unrealized loss		(1	)		—		(1	)		—			—			—
Settlements		—			—		—			(13	)		(11	)		(24	)
Revaluation		—			3		3			—			(108	)		(108	)

Balance at end of period	$	4		$	22	$	26		$	28		$	121		$	149

At June 30, 2013, assets and liabilities classified within Level 3 of the fair value hierarchy represent 2% and 47%, respectively, of total assets and liabilities measured at fair value.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

At June 30, 2013, Newmont recorded write-downs related to Property, plant and equipment, net . (See Note 5). The following table provides information related to assets that were measured at fair value on a nonrecurring basis after initial recognition during the six months ended June 30, 2013:


			Fair Value Measurement Using
Description	At June 30, 2013		Level 1		Level 2		Level 3		Total loss
Property, Plant and Mine Development, net	$	16,244		—		—	$	16,244	$	2,175
Goodwill		132		—		—		132		56
Intangible Assets		104		—		—		104		31

	$	16,480	$	—	$	—	$	16,480	$	2,262

The estimated fair values of Property, plant and mine development, net , Goodwill and Intangible assets were determined using the discounted cash flow approach. The value is classified within Level 3 of the fair value hierarchy.

The following table sets forth a summary of the quantitative and qualitative information related to the unobservable inputs used in the calculation of the Company’s nonrecurring Level 3 financial assets at June 30, 2013:


Description	At June 30, 2013		Valuation technique	Unobservable input	Range/Weighted average
Property, plant and mine development, net	$	16,244	Discounted cash flow	Discount rate		4.25	%
				Long Term Gold Price	$	1,400
				Long Term Copper price	$	3.00
				Long Term Exchange rate A$/US$		0.935
Goodwill and Intangible assets		161	Discounted cash flow	Discount rate		3.75-4.25	%
				Long Term Gold Price	$	1,400
				Long Term Copper price	$	3.00
				Long Term Exchange rate A$/US$		0.935

NOTE 15 DERIVATIVE INSTRUMENTS

The Company’s strategy is to provide shareholders with leverage to changes in gold and copper prices by selling its production at spot market prices. Consequently, the Company does not hedge its gold and copper sales. The Company continues to manage certain risks associated with commodity input costs, interest rates and foreign currencies using the derivative market. All of the derivative instruments described below were transacted for risk management purposes and qualify as cash flow hedges.

Cash Flow Hedges

The foreign currency, diesel and forward starting swap contracts are 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 reclassified to earnings during the period in which the hedged transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings .

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

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 exchange rates. Newmont hedges a portion of the Company’s A$ and NZ$ denominated operating expenditures which results in a blended rate realized each period. The hedging instruments are fixed forward contracts with expiration dates ranging up to five years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ and $/NZ$ rates, respectively.

Newmont had the following foreign currency derivative contracts outstanding at June 30, 2013:


	Expected Maturity Date
																			Total/
	2013			2014			2015			2016			2017			2018			Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		656			1,117			847			564			273			44			3,501
Average rate ($/A$)		0.95			0.93			0.92			0.92			0.91			0.89			0.93
Expected hedge ratio		83	%		67	%		51	%		33	%		17	%		7	%
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		40			50			10			—			—			—			100
Average rate ($/NZ$)		0.80			0.80			0.79			—			—			—			0.80
Expected hedge ratio		63	%		41	%		16	%		—			—			—

Diesel Fixed Forward Contracts

Newmont hedges a portion of its operating cost exposure related to diesel 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 up to three years.

Newmont had the following diesel derivative contracts outstanding at June 30, 2013:


	Expected Maturity Date
													Total/ Average
	2013			2014			2015			2016			Total/ Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		14			21			10			2			47
Average rate ($/gallon)		2.90			2.87			2.77			2.70			2.85
Expected hedge ratio		65	%		49	%		25	%		7	%

Forward Starting Swap Contracts

During 2011, Newmont entered into forward starting interest rate swap contracts with a total notional value of $2,000. These contracts hedged movements in treasury rates related to a debt issuance that occurred in the first quarter of 2012. On March 8, 2012, Newmont closed its sale of $2,500 senior notes consisting of 3.5% senior notes due 2022 in the principal amount of $1,500 (10-year notes), and 4.875% senior notes due 2042 in the principal amount of $1,000 (30-year notes). As a result, the forward-starting interest rate swaps were settled for $362, of which $349 represented the effective portion of the hedging instrument included in Accumulated other comprehensive income (loss) . The net proceeds from the debt issuance were adjusted by the settlement amount of the swap contracts and included as a financing activity in the Condensed Consolidated Statements of Cash Flow.

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 at June 30, 2013 and December 31, 2012:


	Fair Value
	At June 30, 2013
	Other Current Assets		Other Long- Term Assets		Other Current Liabilities		Other Long- Term Liabilities
Foreign currency exchange contracts:
A$ operating fixed forwards	$	16	$	16	$	64	$	133
NZ$ operating fixed forwards		—		—		2		1
Diesel fixed forwards		—		—		2		1

Total derivative instruments (Notes 19 and 21)	$	16	$	16	$	68	$	135


	Fair Value
	At December 31, 2012
	Other Current Assets		Other Long- Term Assets		Other Current Liabilities		Other Long- Term Liabilities
Foreign currency exchange contracts:
A$ operating fixed forwards	$	108		143		—		1
NZ$ operating fixed forwards		2		—		—		—
Diesel fixed forwards		2		1		1		1

Total derivative instruments (Notes 19 and 21)	$	112	$	144	$	1	$	2

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 hedges.


	Foreign Currency Exchange Contracts					Diesel Forward Contracts						Forward Starting Swap Contracts
	2013			2012		2013			2012			2013			2012
For the three months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income(loss) (effective portion)	$	(386	)	$	23	$	(6	)	$	(16	)	$	—		$	—
Gain (loss) reclassified from Accumulated other comprehensive income into income(loss) (effective portion) ⁽¹⁾		22			38		(4	)		1			(6	)		(3	)
Gain (Loss) reclassified from Accumulated other comprehensive income into income (ineffective portion) ⁽²⁾		—			—		(3	)		—			—			—
For the six months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income(loss) (effective portion)	$	(368	)	$	85	$	(4	)	$	(4	)	$	—		$	36
Gain (loss) reclassified from Accumulated other comprehensive income into income(loss) (effective portion) ⁽¹⁾		60			85		—			4			(9	)		(4	)
Gain (loss) reclassified from Accumulated other comprehensive income into income(loss) (ineffective portion) ⁽²⁾		—			—		—			—			—			2

⁽¹⁾	The gain (loss) recognized for the effective portion of cash flow hedges is included in Cost Applicable to Sales, Write-downs and Interest expense , net .

⁽²⁾	The ineffective portion recognized for cash flow hedges is included in Other income , 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 loss of approximately $46.

Provisional Copper and Gold Sales

The Company’s provisional copper and gold sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the gold and copper concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through earnings each period prior to final settlement.

London Metal Exchange (“LME”) copper prices averaged $3.25 per pound during the three months ended June 30, 2013, compared with the Company’s recorded average provisional price of $3.22 per pound before mark-to-market adjustments and treatment and refining charges. LME copper prices averaged $3.42 per pound during the six months ended June 30, 2013, compared with the Company’s recorded average provisional price of $3.38 per pound before mark-to-market adjustments and treatment and refining charges. During the three and six months ended June 30, 2013, changes in copper prices resulted in a provisional pricing mark-to-market loss of $15 ($0.27 per pound) and loss of $24 ($0.25 per pound), respectively. At June 30, 2013, Newmont had copper sales of 54 million pounds priced at an average of $3.07 per pound, 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)

The average London P.M. fix for gold was $1,415 per ounce during the three months ended June 30, 2013, compared with the Company’s recorded average provisional price of $1,408 per ounce before mark-to-market adjustments and treatment and refining charges. The average London P.M. fix for gold was $1,523 per ounce during the six months ended June 30, 2013, compared to the Company’s recorded average provisional price of $1,517 per ounce before mark-to-market adjustments and treatment and refining charges. During the three and six months ended June 30, 2013, changes in gold prices resulted in a provisional pricing mark-to-market loss of $24 ($18 per ounce) and loss of $22 ($9 per ounce), respectively. At June 30, 2013, Newmont had gold sales of 88,000 ounces priced at an average of $1,192 per ounce, subject to final pricing over the next several months.

NOTE 16 INVESTMENTS


	At June 30, 2013
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
Canadian Oil Sands Ltd.	$	293	$	279	$	—		$	572
Paladin Energy Ltd.		60		—		(17	)		43
Other		15		3		(5	)		13

	$	368	$	282	$	(22	)	$	628

Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	24	$	—	$	(2	)	$	22
Auction rate securities		7		—		(3	)		4
Corporate		13		—		—			13

		44		—		(5	)		39

Marketable Equity Securities:
Gabriel Resources Ltd.		74		—		(7	)		67
Regis Resources Ltd.		166		91		—			257
Other		44		2		(15	)		31

		284		93		(22	)		355

Other investments, at cost		13		—		—			13
Investment in Affiliates:
Euronimba Ltd.		3		—		—			3
Minera La Zanja S.R.L.		75		—		—			75

	$	419	$	93	$	(27	)	$	485

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, 2012
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
Paladin Energy Ltd.	$	60	$	—	$	(3	)	$	57
Other		17		14		(2	)		29

	$	77	$	14	$	(5	)	$	86

Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	25	$	—	$	(6	)	$	19
Auction rate securities		7		—		(2	)		5
Corporate		14		—		—			14

		46		—		(8	)		38

Marketable Equity Securities:
Canadian Oil Sands Trust		310		318		—			628
Gabriel Resources Ltd.		78		42		—			120
Regis Resources Ltd.		166		352		—			518
Other		51		14		—			65

		605		726		—			1,331

Other investments, at cost		12		—		—			12
Investment in Affiliates:
Minera La Zanja S.R.L.		65		—		—			65

	$	728	$	726	$	(8	)	$	1,446

Subsequent to June 30, 2013, on July 8, 2013, the Company sold its investment in Canadian Oil Sands Trust for approximately C$608, resulting in a pretax gain of approximately $300 to be recorded in Other income, net .

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
At June 30, 2013	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	143	$	44	$	—	$	—	$	143	$	44
Asset backed commercial paper		—		—		22		2		22		2
Auction rate securities		—		—		4		3		4		3

	$	143	$	44	$	26	$	5	$	169	$	49


	Less than 12 Months				12 Months or Greater				Total
At December 31, 2012	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	79	$	5	$	—	$	—	$	79	$	5
Asset backed commercial paper		—		—		19		6		19		6
Auction rate securities		—		—		5		2		5		2

	$	79	$	5	$	24	$	8	$	103	$	13

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

While the fair values of the Company’s investments in asset backed commercial paper and auction rate securities are below their respective cost, the Company views these declines as temporary. 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 17 INVENTORIES


	At June 30, 2013		At December 31, 2012
In-process	$	110	$	143
Concentrate		153		152
Precious metals		29		31
Materials, supplies and other		511		470

	$	803	$	796

The Company recorded write-downs of $12 and $3, classified as components of Costs applicable to sales and Amortization , respectively, for the first half of 2013, to reduce the carrying value of inventories to net realizable value. Of the write-downs in 2013, $1 is related to Nevada, $7 to Boddington, $1 to Other Australia/New Zealand and $6 to Batu Hijau.

NOTE 18 STOCKPILES AND ORE ON LEACH PADS


	At June 30, 2013		At December 31, 2012
Current:
Stockpiles	$	517	$	602
Ore on leach pads		221		184

	$	738	$	786

Long-term:
Stockpiles	$	2,475	$	2,514
Ore on leach pads		254		382

	$	2,729	$	2,896


	At June 30, 2013		At December 31, 2012
Stockpiles and ore on leach pads:
Nevada	$	829	$	699
La Herradura		78		57
Yanacocha		504		498
Boddington		389		474
Batu Hijau		1,289		1,543
Other Australia/New Zealand		115		173
Ahafo		252		235
Akyem		11		3

	$	3,467	$	3,682

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 recorded write-downs of $555 and $126, classified as components of Costs applicable to sales and Amortization , respectively, for the first half of 2013 to reduce the carrying value of stockpiles and ore on leach pads to net realizable value. The Company recorded write-downs of $22 for the first half of 2012. Of the write-downs in 2013, $83 are related to Yanacocha, $105 to Boddington, $54 to Other Australia/New Zealand and $439 to Batu Hijau. Of the write-downs in 2012, $20 are related to Other Australia/New Zealand and $2 related to Yanacocha.

NOTE 19 OTHER ASSETS


	At June 30, 2013		At December 31, 2012
Other current assets:
Refinery metal inventory and receivable	$	530	$	1,183
Prepaid assets		200		213
Derivative instruments		16		112
Restricted cash		—		12
Other		98		141

	$	844	$	1,661

Other long-term assets:
Income tax receivable	$	214	$	92
Goodwill		132		188
Intangible assets		104		136
Restricted cash		94		90
Prepaid royalties		78		78
Debt issuance costs		67		73
Derivative instruments		16		144
Prepaid maintenance costs		23		17
Other		80		54

	$	808	$	872

NOTE 20 DEBT


	At June 30, 2013				At December 31, 2012
	Current		Non-Current		Current		Non-Current
Corporate revolving credit facility	$	—	$	310	$	—	$	—
2014 Convertible Senior Notes, net		—		548		—		535
2017 Convertible Senior Notes, net		—		481		—		471
2019 Senior Notes, net		—		897		—		897
2022 Senior Notes, net		—		1,490		—		1,489
2035 Senior Notes, net		—		598		—		598
2039 Senior Notes, net		—		1,087		—		1,087
2042 Senior Notes, net		—		992		—		992
Ahafo project finance facility		10		30		10		35
PTNNT revolving credit facility		—		290		—		180
Other		38		3		—		4

	$	48	$	6,726	$	10	$	6,288

Scheduled minimum debt repayments are $43 for the remainder of 2013, $558 in 2014, $11 in 2015, $11 in 2016, $1,087 in 2017 and $5,064 thereafter.

Corporate Revolving Credit Facility

At June 30, 2013, we had $310 in borrowings outstanding and $325 outstanding in letters of credit under the facility.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 21 OTHER LIABILITIES


	At June 30, 2013		At December 31, 2012
Other current liabilities:
Refinery metal payable	$	530	$	1,183
Accrued operating costs		169		336
Accrued capital expenditures		123		172
Reclamation and remediation liabilities		77		82
Interest		74		74
Derivative instruments		68		1
Deferred income tax		64		65
Royalties		38		42
Holt property royalty		13		21
Boddington contingent consideration		—		26
Taxes other than income and mining		7		14
Other		115		68

	$	1,278	$	2,084

Other long-term liabilities:
Derivative instruments	$	135	$	2
Holt property royalty		108		219
Income and mining taxes		71		65
Power supply agreements		40		46
Deferred income tax from discontinued operations		34		—
Boddington contingent consideration		28		15
Other		23		25

	$	439	$	372

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 22 CHANGES IN EQUITY


	Six Months Ended June 30,
	2013			2012
Common stock:
At beginning of period	$	787		$	784
Stock based awards		2			2

At end of period		789			786

Additional paid-in capital:
At beginning of period		8,330			8,408
Conversion premium on convertible notes		—			(172	)
Stock based awards		53			55
Sale of noncontrolling interests		48			—

At end of period		8,431			8,291

Accumulated other comprehensive income (loss):
At beginning of period		490			652
Other comprehensive income (loss)		(561	)		(291	)

At end of period		(71	)		361

Retained earnings:
At beginning of period		4,166			3,052
Net income (loss) attributable to Newmont stockholders		(1,704	)		769
Dividends paid		(385	)		(347	)

At end of period		2,077			3,474

Noncontrolling interests:
At beginning of period		3,175			2,875
Net income (loss) attributable to noncontrolling interests		(170	)		205
Dividends paid to noncontrolling interests		(2	)		(3	)
Sale of noncontrolling interests, net		10			—
Other comprehensive income		(1	)		—

At end of period		3,012			3,077

Total equity	$	14,238		$	15,989

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 RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


	Unrealized gain on marketable securities, net			Foreign currency translation adjustments			Pension and other post- retirement benefit adjustments			Changes in fair value of cash flow hedge instruments			Total
December 31, 2012	$	542		$	177		$	(276	)	$	47		$	490
Change in other comprehensive income (loss) before reclassifications		(287	)		(21	)		(1	)		(237	)		(546	)
Reclassifications from accumulated other comprehensive income (loss)		8			—			12			(35	)		(15	)

Net current-period other comprehensive income (loss)		(279	)		(21	)		11			(272	)		(561	)

June 30, 2013	$	263		$	156		$	(265	)	$	(225	)	$	(71	)


Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Condensed Consolidated Statement of Income (Loss)
	Three Months Ended June 30, 2013			Six Months Ended June 30, 2013
Unrealized gain on marketable securities:
Impairment of marketable securities	$	7		$	11		Other income, net

Total before tax		7			11
Tax expense		(2	)		(3	)

Net of tax	$	5		$	8

Pension liability adjustments:
Amortization, net	$	10		$	18		(1)

Total before tax		10			18
Tax expense		(3	)		(6	)

Net of tax	$	7		$	12

Gain (loss) on hedge instruments:
Operating cash flow hedges	$	(37	)	$	(79	)	Costs applicable to sales
Capital cash flow hedges		1			1		Amortization
Capital cash flow hedges		18			18		Write-downs
Forward starting swap hedges		6			9		Interest expense, net
Hedge ineffectiveness		3			—		Other income, net

Total before tax		(9	)		(51	)
Tax benefit		4			16

Net of tax	$	(5	)	$	(35	)

Total reclassifications for the period,net of tax	$	7		$	(15	)

(1)

This accumulated other comprehensive income (loss) component is included in General and administrative and costs that benefit the inventory/production process. Refer to Note 2 in the Newmont Annual Report on Form 10-K for the year ended December 31, 2012 for information on costs that benefit the inventory/production process.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 24 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

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


	Six Months Ended June 30,
	2013			2012
Decrease (increase) in operating assets:
Trade and accounts receivable	$	187		$	(14	)
Inventories, stockpiles and ore on leach pads		(405	)		(443	)
EGR refinery assets		623			406
Other assets		8			(43	)
Decrease in operating liabilities:
Accounts payable and other accrued liabilities		(227	)		(227	)
EGR refinery liabilities		(623	)		(406	)
Reclamation liabilities		(24	)		(41	)

	$	(461	)	$	(768	)

NOTE 25 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following Condensed Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10(e) of Regulation S-X resulting from the inclusion of Newmont USA Limited (“Newmont USA”), a wholly-owned subsidiary of Newmont, as a co-registrant with Newmont on debt securities issued under a shelf registration statement on Form S-3 filed under the Securities Act of 1933 under which securities of Newmont (including debt securities guaranteed by Newmont USA) may be issued (the “Shelf Registration Statement”). In accordance with Rule 3-10(e) of Regulation S-X, Newmont USA, as the subsidiary guarantor, is 100% owned by Newmont, the guarantees are full and unconditional, and no other subsidiary of Newmont guaranteed any security issued under the Shelf Registration Statement. There are no restrictions on the ability of Newmont or Newmont USA to obtain funds from its subsidiaries by dividend or loan.

At December 31, 2012, errors were identified in the previously reported condensed consolidating financial statements resulting from incorrectly applying the provisions of Rule 3-10(e) of Regulation S-X related to the presentation of the financial information of its subsidiary guarantor, Newmont USA. In the previously reported information, the Company presented Newmont USA on a consolidated basis with its non-guarantor subsidiaries and under Rule 3-10 of Regulation S-X Newmont USA should have presented its investment in subsidiaries based upon its proportionate share of its non-guarantor subsidiaries’ net assets (similar to the equity method of accounting). In addition, the Company corrected the Newmont Mining Corporation column for investments in subsidiaries previously presented in the Eliminations column. The tables following the revised condensed consolidating financial statements illustrate the effects of the errors, which relate to the columns for Newmont Mining Corporation, Newmont USA, Other Subsidiaries and Eliminations, on previously reported condensed consolidating financial information for the three and six months ended June 30, 2012.

The errors to the Newmont USA column for the incorrect presentation resulted in no change in previously reported line items for net income attributable to Newmont and stockholders’ equity. It did however have a significant impact on the previously reported cash balance, and cash flow from operations, investing and financing activities of Newmont USA as a result of the deconsolidation of its subsidiaries and the one line proportionate accounting pick up. Further, the Other Subsidiaries column changed by corresponding adjustments and to give effect to intercompany balances to include the non-guarantor subsidiaries of Newmont USA and the Eliminations column changes as a result of the above changes. In addition, the Company corrected an error in the Newmont Mining Corporation column related to stockholders’ equity and investment in subsidiaries. This was a result of a gain associated with a partial sale of a subsidiary that was previously included in the Eliminations column. The cash flow statement in the Newmont Mining Corporation column was revised to reflect earnings from subsidiaries, net of dividends received.

The Company concluded these errors were not material individually or in the aggregate to any of the previously issued financial statements taken as a whole. These errors had no impact on the consolidated financial statements of Newmont or any debt covenants and had no impact on the ability of Newmont’s subsidiaries to dividend cash to Newmont. The impact of these corrections to the applicable prior year period is reflected in the revised financial information and notes below.

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 will revise the September 30, 2012 financial statements to reflect the revisions discussed above in the Quarterly Reports on Form 10-Q for the quarterly periods in 2013.

In addition to the above, in April of the current year the Company merged one of its subsidiaries into Newmont USA. As a result of this merger, the prior periods presented have been revised to reflect this change as if the transaction had occurred at the beginning of the earliest period presented in accordance with the accounting guidance for business combinations between entities under common control.

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 June 30, 2013
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	517		$	1,476		$	—		$	1,993
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			246			1,407			—			1,653
Amortization		—			48			367			—			415
Reclamation and remediation		—			2			16			—			18
Exploration		—			17			59			—			76
Advanced projects, research and development		—			10			36			—			46
General and administrative		—			24			30			—			54
Write-downs		—			—			2,261			—			2,261
Other expense, net		—			14			63			—			77

		—			361			4,239			—			4,600

Other income (expense)
Other income, net		2			5			43			—			50
Interest income—intercompany		34			8			(3	)		(39	)		—
Interest expense—intercompany		(3	)		—			(36	)		39			—
Interest expense, net		(68	)		(4	)		2			—			(70	)

		(35	)		9			6			—			(20	)

Income (loss) before income and mining tax and other items		(35	)		165			(2,757	)		—			(2,627	)
Income and mining tax benefit (expense)		12			(71	)		384			—			325
Equity income (loss) of affiliates		(1,996	)		(464	)		(163	)		2,620			(3	)

Income (loss) from continuing operations		(2,019	)		(370	)		(2,536	)		2,620			(2,305	)
Income (loss) from discontinued operations		—			—			74			—			74

Net income (loss)		(2,019	)		(370	)		(2,462	)		2,620			(2,231	)
Net loss (income) attributable to noncontrolling interests		—			—			323			(111	)		212

Net income (loss) attributable to Newmont stockholders	$	(2,019	)	$	(370	)	$	(2,139	)	$	2,509		$	(2,019	)

Comprehensive income (loss)	$	(2,518	)	$	(382	)	$	(3,013	)	$	3,182		$	(2,731	)
Comprehensive loss (income) attributable to noncontrolling interests		—			—			323			(111	)		212

Comprehensive income (loss) attributable to Newmont stockholders	$	(2,518	)	$	(382	)	$	(2,690	)	$	3,071		$	(2,519	)

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

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 June 30, 2012
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	523		$	1,706		$	—		$	2,229
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			243			759			—			1,002
Amortization		—			39			209			—			248
Reclamation and remediation		—			2			14			—			16
Exploration		—			24			82			—			106
Advanced projects, research and development		—			10			72			—			82
General and administrative		—			46			11			—			57
Other expense, net		—			10			116			—			126

		—			374			1,263			—			1,637

Other income (expense)
Other income, net		—			4			32			—			36
Interest income—intercompany		39			6			1			(46	)		—
Interest expense—intercompany		(3	)		1			(44	)		46			—
Interest expense, net		(68	)		(2	)		(1	)		—			(71	)

		(32	)		9			(12	)		—			(35	)

Income (loss) before income and mining tax and other items		(32	)		158			431			—			557
Income and mining tax benefit (expense)		11			(59	)		(127	)		—			(175	)
Equity income (loss) of affiliates		300			195			48			(554	)		(11	)

Net income (loss)		279			294			352			(554	)		371
Net loss (income) attributable to noncontrolling interests		—			—			(122	)		30			(92	)

Net income (loss) attributable to Newmont stockholders	$	279		$	294		$	230		$	(524	)	$	279

Comprehensive income (loss)	$	(18	)	$	266		$	68		$	(244	)	$	72
Comprehensive loss (income) attributable to noncontrolling interests		—			—			(120	)		30			(90	)

Comprehensive income (loss) attributable to Newmont stockholders	$	(18	)	$	266		$	(52	)	$	(214	)	$	(18	)

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Six Months Ended June 30, 2013
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	1,048		$	3,122		$	—		$	4,170
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			496			2,201			—			2,697
Amortization		—			96			586			—			682
Reclamation and remediation		—			4			32			—			36
Exploration		—			28			107			—			135
Advanced projects, research and development		—			23			75			—			98
General and administrative		—			54			56			—			110
Write-downs		—			—			2,262			—			2,262
Other expense, net		—			30			146			—			176

		—			731			5,465			—			6,196

Other income (expense)
Other income, net		2			9			65			—			76
Interest income—intercompany		82			15			(5	)		(92	)		—
Interest expense—intercompany		(6	)		—			(86	)		92			—
Interest expense, net		(133	)		(6	)		4			—			(135	)

		(55	)		18			(22	)		—			(59	)

Income (loss) before income and mining tax and other items		(55	)		335			(2,365	)		—			(2,085	)
Income and mining tax benefit (expense)		19			(121	)		246			—			144
Equity income (loss) of affiliates		(1,668	)		(350	)		(120	)		2,131			(7	)

Income (loss) from continuing operations		(1,704	)		(136	)		(2,239	)		2,131			(1,948	)
Income (loss) from discontinued operations		—			—			74			—			74

Net income (loss)		(1,704	)		(136	)		(2,165	)		2,131			(1,874	)
Net loss (income) attributable to noncontrolling interests		—			—			256			(86	)		170

Net income (loss) attributable to Newmont stockholders	$	(1,704	)	$	(136	)	$	(1,909	)	$	2,045		$	(1,704	)

Comprehensive income (loss)	$	(2,264	)	$	(144	)	$	(2,823	)	$	2,795		$	(2,436	)
Comprehensive loss (income) attributable to noncontrolling interests		—			—			257			(86	)		171

Comprehensive income (loss) attributable to Newmont stockholders	$	(2,264	)	$	(144	)	$	(2,566	)	$	2,709		$	(2,265	)

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Six Months Ended June 30, 2012
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	1,186		$	3,726		$	—		$	4,912
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			500			1,519			—			2,019
Amortization		—			81			398			—			479
Reclamation and remediation		—			5			27			—			32
Exploration		—			43			151			—			194
Advanced projects, research and development		—			22			162			—			184
General and administrative		—			65			46			—			111
Other expense, net		—			17			229			—			246

		—			733			2,532			—			3,265

Other income (expense)
Other income, net		2			12			55			—			69
Interest income—intercompany		79			14			—			(93	)		—
Interest expense—intercompany		(8	)		—			(85	)		93			—
Interest expense, net		(119	)		(3	)		(1	)		—			(123	)

		(46	)		23			(31	)		—			(54	)

Income (loss) before income and mining tax and other items		(46	)		476			1,163			—			1,593
Income and mining tax benefit (expense)		16			(128	)		(406	)		—			(518	)
Equity income (loss) of affiliates		799			370			117			(1,316	)		(30	)

Income (loss) from continuing operations		769			718			874			(1,316	)		1,045
Income (loss) from discontinued operations		—			—			(71	)		—			(71	)

Net income (loss)		769			718			803			(1,316	)		974
Net loss (income) attributable to noncontrolling interests		—			—			(270	)		65			(205	)

Net income (loss) attributable to Newmont stockholders	$	769		$	718		$	533		$	(1,251	)	$	769

Comprehensive income (loss)	$	478		$	691		$	506		$	(992	)	$	683
Comprehensive loss (income) attributable to noncontrolling interests		—			—			(270	)		65			(205	)

Comprehensive income (loss) attributable to Newmont stockholders	$	478		$	691		$	236		$	(927	)	$	478

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Six Months Ended June 30, 2013
Condensed Consolidating Statement of Cash Flows	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Operating activities:
Net income (loss)	$	(1,704	)	$	(136	)	$	(2,165	)	$	2,131		$	(1,874	)
Adjustments		1,731			495			2,976			(2,135	)		3,067
Net change in operating assets and liabilities		(16	)		(251	)		(194	)		—			(461	)

Net cash provided from (used in) continuing operations		11			108			617			(4	)		732
Net cash used in discontinued operations		—			—			(11	)		—			(11	)

Net cash provided from (used in) operations		11			108			606			(4	)		721

Investing activities:
Additions to property, plant and mine development		—			(230	)		(890	)		—			(1,120	)
Acquisitions, net		—			—			(13	)		—			(13	)
Sale of marketable securities		—			—			1			—			1
Purchases of marketable securities		—			—			(1	)		—			(1	)
Proceeds from sale of other assets		—			—			49			—			49
Other		—			—			(21	)		—			(21	)

Net cash used in investing activities		—			(230	)		(875	)		—			(1,105	)

Financing activities:
Proceeds from debt, net		739			—			248			—			987
Repayment of debt		(429	)		—			(105	)		—			(534	)
Net intercompany borrowings (repayments)		62			(215	)		156			(3	)		—
Proceeds from stock issuance, net		2			—			—			—			2
Sale of noncontrolling interests		—			—			32			—			32
Acquisition of noncontrolling interests		—			—			(10	)		—			(10	)
Dividends paid to noncontrolling interests		—			—			(5	)		3			(2	)
Dividends paid to common stockholders		(385	)		—			(4	)		4			(385	)
Other		—			—			(3	)		—			(3	)

Net cash provided from (used in) financing activities		(11	)		(215	)		309			4			87

Effect of exchange rate changes on cash		—			—			(16	)		—			(16	)

Net change in cash and cash equivalents		—			(337	)		24			—			(313	)
Cash and cash equivalents at beginning of period		—			342			1,219			—			1,561

Cash and cash equivalents at end of period	$	—		$	5		$	1,243		$	—		$	1,248

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	Six Months Ended June 30, 2012
Condensed Consolidating Statement of Cash Flows	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Operating activities:
Net income (loss)	$	769		$	718		$	803		$	(1,316	)	$	974
Adjustments		(767	)		(192	)		404			1,313			758
Net change in operating assets and liabilities		(7	)		(752	)		(9	)		—			(768	)

Net cash provided from (used in) continuing operations		(5	)		(226	)		1,198			(3	)		964
Net cash used in discontinued operations		—			—			(8	)		—			(8	)

Net cash provided from (used in) operations		(5	)		(226	)		1,190			(3	)		956

Investing activities:
Additions to property, plant and mine development		—			(324	)		(1,254	)		—			(1,578	)
Acquisitions, net		—			—			(22	)		—			(22	)
Sale of marketable securities		—			106			—			—			106
Purchases of marketable securities		—			(196	)		—			—			(196	)
Proceeds from sale of other assets		—			—			13			—			13
Other		—			—			(37	)		—			(37	)

Net cash used in investing activities		—			(414	)		(1,300	)		—			(1,714	)

Financing activities:
Proceeds from debt, net		3,345			—			(2	)		—			3,343
Repayment of debt		(1,802	)		(135	)		(4	)		—			(1,941	)
Payment of conversion premium on debt		(172	)		—			—			—			(172	)
Net intercompany borrowings (repayments)		(1,034	)		1,267			(229	)		(4	)		—
Proceeds from stock issuance, net		15			—			—			—			15
Dividends paid to noncontrolling interests		—			—			(7	)		4			(3	)
Dividends paid to common stockholders		(347	)		—			(3	)		3			(347	)
Other		—			—			(1	)		—			(1	)

Net cash provided from (used in) financing activities		5			1,132			(246	)		3			894

Effect of exchange rate changes on cash		—			—			1			—			1

Net change in cash and cash equivalents		—			492			(355	)		—			137
Cash and cash equivalents at beginning of period		—			10			1,750			—			1,760

Cash and cash equivalents at end of period	$	—		$	502		$	1,395		$	—		$	1,897

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	At June 30, 2013
Condensed Consolidating Balance Sheet	Newmont Mining Corporation		Newmont USA		Other Subsidiaries		Eliminations			Newmont Mining Corporation Consolidated
Assets
Cash and cash equivalents	$	—	$	5	$	1,243	$	—		$	1,248
Trade receivables		—		51		206		—			257
Accounts receivable		17		4		268		—			289
Intercompany receivable		3,336		6,485		4,238		(14,059	)		—
Investments		43		1		584		—			628
Inventories		—		163		640		—			803
Stockpiles and ore on leach pads		—		332		406		—			738
Deferred income tax assets		—		155		60		—			215
Other current assets		—		109		735		—			844

Current assets		3,396		7,305		8,380		(14,059	)		5,022
Property, plant and mine development, net		—		2,980		13,306		(42	)		16,244
Investments		—		6		479		—			485
Investments in subsidiaries		15,418		5,147		3,013		(23,578	)		—
Stockpiles and ore on leach pads		—		494		2,235		—			2,729
Deferred income tax assets		1,164		188		1,049		(1,213	)		1,188
Long-term intercompany receivable		3,065		53		573		(3,691	)		—
Other long-term assets		48		178		582		—			808

Total assets	$	23,091	$	16,351	$	29,617	$	(42,583	)	$	26,476

Liabilities
Debt	$	—	$	—	$	48	$	—		$	48
Accounts payable		—		71		480		—			551
Intercompany payable		5,077		5,323		3,659		(14,059	)		—
Employee-related benefits		—		112		149		—			261
Income and mining taxes		—		—		60		—			60
Other current liabilities		72		148		1,058		—			1,278

Current liabilities		5,149		5,654		5,454		(14,059	)		2,198
Debt		6,403		1		322		—			6,726
Reclamation and remediation liabilities		—		184		1,287		—			1,471
Deferred income tax liabilities		—		36		1,984		(1,214	)		806
Employee-related benefits		5		396		197		—			598
Long-term intercompany payable		400		—		3,333		(3,733	)		—
Other long-term liabilities		—		21		418		—			439

Total liabilities		11,957		6,292		12,995		(19,006	)		12,238

Equity
Newmont stockholders’ equity		11,134		10,059		11,819		(21,786	)		11,226
Noncontrolling interests		—		—		4,803		(1,791	)		3,012

Total equity		11,134		10,059		16,622		(23,577	)		14,238

Total liabilities and equity	$	23,091	$	16,351	$	29,617	$	(42,583	)	$	26,476

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, 2012
Condensed Consolidating Balance Sheet	Newmont Mining Corporation		Newmont USA		Other Subsidiaries		Eliminations			Newmont Mining Corporation Consolidated
Assets
Cash and cash equivalents	$	—	$	342	$	1,219	$	—		$	1,561
Trade receivables		—		57		226		—			283
Accounts receivable		20		10		547		—			577
Intercompany receivable		2,748		6,276		4,025		(13,049	)		—
Investments		58		7		21		—			86
Inventories		—		147		649		—			796
Stockpiles and ore on leach pads		—		245		541		—			786
Deferred income tax assets		—		109		153		(67	)		195
Other current assets		—		48		1,613		—			1,661

Current assets		2,826		7,241		8,994		(13,116	)		5,945
Property, plant and mine development, net		—		2,869		15,178		(37	)		18,010
Investments		—		6		1,440		—			1,446
Investments in subsidiaries		16,599		5,504		3,115		(25,218	)		—
Stockpiles and ore on leach pads		—		448		2,448		—			2,896
Deferred income tax assets		791		146		685		(1,141	)		481
Long-term intercompany receivable		3,907		45		564		(4,516	)		—
Other long-term assets		52		172		648		—			872

Total assets	$	24,175	$	16,431	$	33,072	$	(44,028	)	$	29,650

Liabilities
Debt	$	—	$	—	$	10	$	—		$	10
Accounts payable		—		97		560		—			657
Intercompany payable		3,969		5,192		3,888		(13,049	)		—
Employee-related benefits		—		149		190		—			339
Income and mining taxes		—		16		35		—			51
Other current liabilities		71		175		1,838		—			2,084

Current liabilities		4,040		5,629		6,521		(13,049	)		3,141
Debt		6,069		1		218		—			6,288
Reclamation and remediation liabilities		—		183		1,274		—			1,457
Deferred income tax liabilities		—		24		2,040		(1,206	)		858
Employee-related benefits		5		385		196		—			586
Long-term intercompany payable		381		—		4,172		(4,553	)		—
Other long-term liabilities		—		13		359		—			372

Total liabilities		10,495		6,235		14,780		(18,808	)		12,702

Equity
Newmont stockholders’ equity		13,680		10,196		13,245		(23,348	)		13,773
Noncontrolling interests		—		—		5,047		(1,872	)		3,175

Total equity		13,680		10,196		18,292		(25,220	)		16,948

Total liabilities and equity	$	24,175	$	16,431	$	33,072	$	(44,028	)	$	29,650

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	For Three Months Ended June 30, 2012
	Newmont USA												Other Subsidiaries												Eliminations
Condensed Consolidating Statement of Income	As Previously Presented			Change			Subsidiary Merger			As Currently Presented			As Previously Presented			Change			Subsidiary Merger			As Currently Presented			As Previously Presented			Change			Subsidiary Merger		As Currently Presented
Sales	$	1,383		$	(919	)	$	59		$	523		$	846		$	919		$	(59	)	$	1,706		$	—		$	—		$	—	$	—
Costs and expenses
Costs applicable to sales		550			(314	)		7			243			464			302			(7	)		759			(12	)		12			—		—
Amortization		135			(103	)		7			39			113			103			(7	)		209			—			—			—		—
Reclamation and remediation		12			(11	)		1			2			4			11			(1	)		14			—			—			—		—
Exploration		71			(52	)		5			24			35			52			(5	)		82			—			—			—		—
Advanced projects, research and development		64			(56	)		2			10			17			57			(2	)		72			1			(1	)		—		—
General and administrative		44			2			—			46			2			9			—			11			11			(11	)		—		—
Other expense, net		42			(32	)		—			10			84			32			—			116			—			—			—		—

		918			(566	)		22			374			719			566			(22	)		1,263			—			—			—		—

Other income (expense)
Other income, net		12			(8	)		—			4			30			2			—			32			—			—			—		—
Interest income—intercompany		1			5			—			6			6			(5	)		—			1			(46	)		—			—		(46	)
Interest expense—intercompany		(1	)		2			—			1			(42	)		(2	)		—			(44	)		46			—			—		46
Interest expense, net		(7	)		5			—			(2	)		(2	)		1			—			(1	)		—			—			—		—

		5			4			—			9			(8	)		(4	)		—			(12	)		—			—			—		—

Income (loss) before income and mining tax and other items		470			(349	)		37			158			119			349			(37	)		431			—			—			—		—
Income and mining tax benefit (expense)		(83	)		24			—			(59	)		(103	)		(24	)		—			(127	)		—			—			—		—
Equity income (loss) of affiliates		(2	)		234			(37	)		195			50			(2	)		—			48			(359	)		(232	)		37		(554	)

Net income (loss)		385			(91	)		—			294			66			323			(37	)		352			(359	)		(232	)		37		(554	)
Net loss (income) attributable to noncontrolling interests		(91	)		91			—			—			(31	)		(91	)		—			(122	)		30			—			—		30

Net income (loss) attributable to Newmont stockholders	$	294		$	—		$	—		$	294		$	35		$	232		$	(37	)	$	230		$	(329	)	$	(232	)	$	37	$	(524	)

Comprehensive income (loss)	$	357		$	(91	)	$	—		$	266		$	(190	)	$	295		$	(37	)	$	68		$	(77	)	$	(204	)	$	37	$	(244	)
Comprehensive loss (income) attributable to noncontrolling interests		(91	)		91			—			—			(29	)		(91	)		—			(120	)		30			—			—		30
Comprehensive income (loss) attributable to

Newmont stockholders	$	266		$	—		$	—		$	266		$	(219	)	$	204		$	(37	)	$	(52	)	$	(47	)	$	(204	)	$	37	$	(214	)

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	For Six Months Ended June 30, 2012
	Newmont USA												Other Subsidiaries												Eliminations
Condensed Consolidating Statement of Income	As Previously Presented			Change			Subsidiary Merger			As Currently Presented			As Previously Presented			Change			Subsidiary Merger			As Currently Presented			As Previously Presented			Change			Subsidiary Merger		As Currently Presented
Sales	$	3,000		$	(1,951	)	$	137		$	1,186		$	1,912		$	1,951		$	(137	)	$	3,726		$	—		$	—		$	—	$	—
Costs and expenses
Costs applicable to sales		1,113			(625	)		12			500			929			602			(12	)		1,519			(23	)		23			—		—
Amortization		265			(197	)		13			81			214			197			(13	)		398			—			—			—		—
Reclamation and remediation		23			(20	)		2			5			9			20			(2	)		27			—			—			—		—
Exploration		124			(86	)		5			43			70			86			(5	)		151			—			—			—		—
Advanced projects, research and development		152			(132	)		2			22			31			133			(2	)		162			1			(1	)		—		—
General and administrative		86			(21	)		—			65			3			43			—			46			22			(22	)		—		—
Other expense, net		89			(72	)		—			17			157			72			—			229			—			—			—		—

		1,852			(1,153	)		34			733			1,413			1,153			(34	)		2,532			—			—			—		—

Other income (expense)
Other income, net		25			(13	)		—			12			53			2			—			55			—			—			—		—
Interest income—intercompany		3			11			—			14			11			(11	)		—			—			(93	)		—			—		(93	)
Interest expense—intercompany		(1	)		1			—			—			(84	)		(1	)		—			(85	)		93			—			—		93
Interest expense, net		(12	)		9			—			(3	)		(3	)		2			—			(1	)		—			—			—		—

		15			8			—			23			(23	)		(8	)		—			(31	)		—			—			—		—

Income (loss) before income and mining tax and other items		1,163			(790	)		103			476			476			790			(103	)		1,163			—			—			—		—
Income and mining tax benefit (expense)		(229	)		101			—			(128	)		(305	)		(101	)		—			(406	)		—			—			—		—
Equity income (loss) of affiliates		(13	)		486			(103	)		370			117			—			—			117			(933	)		(486	)		103		(1,316	)

Income (loss) from continuing operations		921			(203	)		—			718			288			689			(103	)		874			(933	)		(486	)		103		(1,316	)
Income (loss) from discontinued operations		4			(4	)		—			—			(75	)		4			—			(71	)		—			—			—		—

Net income (loss)		925			(207	)		—			718			213			693			(103	)		803			(933	)		(486	)		103		(1,316	)
Net loss (income) attributable to noncontrolling interests		(207	)		207			—			—			(63	)		(207	)		—			(270	)		65			—			—		65

Net income (loss) attributable to Newmont stockholders	$	718		$	—		$	—		$	718		$	150		$	486		$	(103	)	$	533		$	(868	)	$	(486	)	$	103	$	(1,251	)

Comprehensive income (loss)	$	898		$	(207	)	$	—		$	691		$	(51	)	$	660		$	(103	)	$	506		$	(642	)	$	(453	)	$	103	$	(992	)
Comprehensive loss (income) attributable to noncontrolling interests		(207	)		207			—			—			(63	)		(207	)		—			(270	)		65			—			—		65
Comprehensive income (loss) attributable to

Newmont stockholders	$	691		$	—		$	—		$	691		$	(114	)	$	453		$	(103	)	$	236		$	(577	)	$	(453	)	$	103	$	(927	)

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


	At June 30, 2012
	Newmont Mining Corporation									Newmont USA												Other Subsidiaries												Eliminations
Condensed Consolidating Statement of Cash Flows	As Previously Presented			Change			As Revised			As Previously Presented			Change			Subsidiary Merger			As Revised			As Previously Presented			Change			Subsidiary Merger			As Revised			As Previously Presented			Change			Subsidiary Merger			As Revised
Operating activities:
Net income (loss)	$	769		$	—		$	769		$	925		$	(207	)	$	—		$	718		$	213		$	697		$	(107	)	$	803		$	(933	)	$	(490	)	$	107		$	(1,316	)
Adjustments		32			(799	)		(767	)		273			(583	)		118			(192	)		(480	)		895			(11	)		404			933			487			(107	)		1,313
Net change in operating assets and liabilities		(7	)		—			(7	)		(514	)		(216	)		(22	)		(752	)		(247	)		216			22			(9	)		—			—			—			—

Net cash provided from (used in) continuing operations		794			(799	)		(5	)		684			(1,006	)		96			(226	)		(514	)		1,808			(96	)		1,198			—			(3	)		—			(3	)
Net cash used in discontinued operations		—			—			—			—			—			—			—			(8	)		—			—			(8	)		—			—			—			—

Net cash provided from (used in) operations		794			(799	)		(5	)		684			(1,006	)		96			(226	)		(522	)		1,808			(96	)		1,190			—			(3	)		—			(3	)

Investing activities:
Additions to property, plant and mine development		—			—			—			(1,090	)		818			(52	)		(324	)		(488	)		(818	)		52			(1,254	)		—			—			—			—
Acquisitions, net		—			—			—			—			—			—			—			(22	)		—			—			(22	)		—			—			—			—
Sale of marketable securities		—			—			—			—			106			—			106			106			(106	)		—			—			—			—			—			—
Purchases of marketable securities		—			—			—			(91	)		(105	)		—			(196	)		(105	)		105			—			—			—			—			—			—
Proceeds from sale of other assets		—			—			—			9			(9	)		—			—			4			9			—			13			—			—			—			—
Other		—			—			—			—			—			—			—			(37	)		—			—			(37	)		—			—			—			—

Net cash used in investing activities		—			—			—			(1,172	)		810			(52	)		(414	)		(542	)		(810	)		52			(1,300	)		—			—			—			—

Financing activities:
Net borrowings (repayments)		1,543			—			1,543			(136	)		1			—			(135	)		(5	)		(1	)		—			(6	)		—			—			—			—
Payment of conversion premium on debt		(172	)		—			(172	)		—			—			—			—			—			—			—			—			—			—			—			—
Net intercompany borrowings (repayments)		(1,833	)		799			(1,034	)		692			619			(44	)		1,267			1,141			(1,414	)		44			(229	)		—			(4	)		—			(4	)
Proceeds from stock issuance, net		15			—			15			—			—			—			—			—			—			—			—			—			—			—			—
Dividends paid to noncontrolling interests		—			—			—			(3	)		3			—			—			—			(7	)		—			(7	)		—			4			—			4
Dividends paid to common stockholders		(347	)		—			(347	)		—			—			—			—			—			(3	)		—			(3	)		—			3			—			3
Other		—			—			—			—			—			—			—			(1	)		—			—			(1	)		—			—			—			—

Net cash provided from (used in) financing activities		(794	)		799			5			553			623			(44	)		1,132			1,135			(1,425	)		44			(246	)		—			3			—			3

Effect of exchange rate changes on cash		—			—			—			(1	)		1			—			—			2			(1	)		—			1			—			—			—			—

Net change in cash and cash equivalents		—			—			—			64			428			—			492			73			(428	)		—			(355	)		—			—			—			—
Cash and cash equivalents at beginning of period		—			—			—			1,526			(1,516	)		—			10			234			1,516			—			1,750			—			—			—			—

Cash and cash equivalents at end of period	$	—		$	—		$	—		$	1,590		$	(1,088	)	$	—		$	502		$	307		$	1,088		$	—		$	1,395		$	—		$	—		$	—		$	—

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, 2012
	Newmont USA							Other Subsidiaries							Eliminations
Condensed Consolidating Balance Sheet	As Previously Presented		Subsidiary Merger			As Revised		As Previously Presented		Subsidiary Merger			As Revised		As Previously Presented			Subsidiary Merger		As Revised
Assets
Cash and cash equivalents	$	342	$	—		$	342	$	1,219	$	—		$	1,219	$	—		$	—	$	—
Trade receivables		23		34			57		260		(34	)		226		—			—		—
Accounts receivable		10		—			10		547		—			547		—			—		—
Intercompany receivable		7,052		(776	)		6,276		5,857		(1,832	)		4,025		(15,657	)		2,608		(13,049	)
Investments		7		—			7		21		—			21		—			—		—
Inventories		104		43			147		692		(43	)		649		—			—		—
Stockpiles and ore on leach pads		215		30			245		571		(30	)		541		—			—		—
Deferred income tax assets		109		—			109		153		—			153		(67	)		—		(67	)
Other current assets		46		2			48		1,615		(2	)		1,613		—			—		—

Current assets		7,908		(667	)		7,241		10,935		(1,941	)		8,994		(15,724	)		2,608		(13,116	)
Property, plant and mine development, net		2,187		682			2,869		15,860		(682	)		15,178		(37	)		—		(37	)
Investments		6		—			6		1,440		—			1,440		—			—		—
Investments in subsidiaries		6,041		(537	)		5,504		3,115		—			3,115		(25,755	)		537		(25,218	)
Stockpiles and ore on leach pads		401		47			448		2,495		(47	)		2,448		—			—		—
Deferred income tax assets ⁽¹⁾		146		—			146		685		—			685		(1,141	)		—		(1,141	)
Long-term intercompany receivable		45		—			45		564		—			564		(4,516	)		—		(4,516	)
Other long-term assets		158		14			172		662		(14	)		648		—			—		—

Total assets	$	16,892	$	(461	)	$	16,431	$	35,756	$	(2,684	)	$	33,072	$	(47,173	)	$	3,145	$	(44,028	)

Liabilities
Debt	$	—	$	—		$	—	$	10	$	—		$	10	$	—		$	—	$	—
Accounts payable		78		19			97		579		(19	)		560		—			—		—
Intercompany payable		5,743		(551	)		5,192		5,945		(2,057	)		3,888		(15,657	)		2,608		(13,049	)
Employee-related benefits		149		—			149		190		—			190		—			—		—
Income and mining taxes		16		—			16		35		—			35		—			—		—
Other current liabilities		147		28			175		1,866		(28	)		1,838		—			—		—

Current liabilities		6,133		(504	)		5,629		8,625		(2,104	)		6,521		(15,657	)		2,608		(13,049	)
Debt		1		—			1		218		—			218		—			—		—
Reclamation and remediation liabilities		147		36			183		1,310		(36	)		1,274		—			—		—
Deferred income tax liabilities ⁽¹⁾		20		4			24		2,044		(4	)		2,040		(1,206	)		—		(1,206	)
Employee-related benefits		384		1			385		197		(1	)		196		—			—		—
Long-term intercompany payable		—		—			—		4,172		—			4,172		(4,553	)		—		(4,553	)
Other long-term liabilities		11		2			13		361		(2	)		359		—			—		—

Total liabilities		6,696		(461	)		6,235		16,927		(2,147	)		14,780		(21,416	)		2,608		(18,808	)

Equity
Newmont stockholders’ equity		10,196		—			10,196		13,782		(537	)		13,245		(23,885	)		537		(23,348	)
Noncontrolling interests		—		—			—		5,047		—			5,047		(1,872	)		—		(1,872	)

Total equity		10,196		—			10,196		18,829		(537	)		18,292		(25,757	)		537		(25,220	)

Total liabilities and stockholders’ equity	$	16,892	$	(461	)	$	16,431	$	35,756	$	(2,684	)	$	33,072	$	(47,173	)	$	3,145	$	(44,028	)

(1)	Revision of deferred income taxes includes a presentation adjustment to conform to the guidance outlined in ASC 740, see Note 8 Income and Mining taxes for additional information.

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 COMMITMENTS AND CONTINGENCIES

General

The Company follows ASC guidance in accounting for loss contingencies. Accordingly, estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable 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 contingency and estimated range of loss, if determinable, 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 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described in this Note 26 relate to the Corporate and Other reportable segment. The Yanacocha matters relate to the South America reportable segment. The Minera Penmont matters relate to the North America reporting segment. The PTNNT matters relate to the Indonesia reportable segment.

Environmental Matters

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

Estimated future reclamation costs are based principally on legal and regulatory requirements. At June 30, 2013 and December 31, 2012, $1,360 and $1,341, respectively, were accrued for reclamation costs relating to currently or recently producing mineral properties in accordance with asset retirement obligation guidance. The current portions of $59 and $62 at June 30, 2013 and December 31, 2012, 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, $188 and $198 were accrued for such obligations at June 30, 2013 and December 31, 2012, 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 120% greater or 5% lower than the amount accrued at June 30, 2013. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.

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

Newmont Mining Corporation

Empire Mine. On July 19, 2012, the California Department of Parks and Recreation (“Parks”) served Newmont, New Verde Mines LLC, Newmont North America Exploration Limited, Newmont Realty Company and Newmont USA Limited with a complaint for damages and declaratory relief under CERCLA, specifically for costs associated with water treatment at the Empire Mine State Park and for a declaration that Newmont is liable for past and future response costs, as well as indemnification to Parks. In 1975 Parks purchased the Empire Mine site in Grass Valley, California from Newmont to create a historic state park featuring the mining of the Empire Mine. Parks has operated the Empire Mine Site for over 35 years. Newmont intends to vigorously defend this lawsuit. Newmont cannot reasonably predict the outcome of 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)

Newmont USA Limited—100% Newmont Owned

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 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.

Hope Bay Mining Ltd.—100% Newmont Owned

In July 2011 Environment Canada Enforcement Officers discovered a release of drill water containing calcium chloride on Hope Bay Mining Ltd. (“HBML”) property in Nunavut, Canada. Orbit Garant Drilling Inc. (“Orbit”) operated a diamond drill rig on the HBML property. On February 13, 2013, HBML received service of a summons and charges from a Judge for Nunavut alleging violation of the Fisheries Act relating to the release of drill water and alleged failure to report a discharge. Orbit operated the drill at issue in the summons. Total potential fines and penalties for proven charges of this nature could be up to $1. Newmont cannot reasonably predict the outcome of this matter.

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.

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 the Company expects to 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. In 2011, Yanacocha was served with 23 complaints alleging grounds to nullify the settlements entered into between Yanacocha and the plaintiffs. Yanacocha has answered the complaints and the court has dismissed several of the matters and the plaintiffs have filed appeals. All appeals were referred to the Civil Court of Cajamarca, which affirmed the decisions of the lower court judge. The plaintiffs have filed appeals of such orders before the Supreme Court. Some of these appeals were dismissed by the Supreme Court in favor of Yanacocha, and others are pending resolution. Yanacocha will continue to vigorously defend its position. Neither the Company nor Yanacocha can reasonably estimate the ultimate loss relating to such claims.

Administrative Actions . The Peruvian government agency responsible for environmental evaluation and inspection, Organismo Evaluacion y Fiscalizacion Ambiental (“OEFA”), conducts bi-annual reviews of the Yanacocha site. In 2011, 2012, and 2013, OEFA issued notices of alleged violations of OEFA standards to Yanacocha and Conga relating to past inspections. In April 2013, OEFA issued a finding and penalty with respect to three 2008 allegations in the amount of $.1. Total fines for all outstanding OEFA alleged violations could range from $.1 to $17.4. Yanacocha and Conga are responding to all notices of alleged violations, but cannot predict the outcome of the agency allegations.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

Minera Penmont- 44% Newmont Owned

Newmont owns a 44% interest in the La Herradura joint venture and related gold properties (Herradura, Soledad-Dipolos and Noche Buena), which are located in the Sonora desert. La Herradura is operated by Fresnillo PLC (“Fresnillo”) through Minera Penmont S. de R.L. de C.V. (“Minera Penmont”) and Fresnillo owns the remaining 56% interest. Soledad-Dipolos commenced operations in January 2010. In 2009 five members of the El Bajio agrarian community in the state of Sonora (the “Claimants”), who claim rights over certain surface land in the proximity of the operations of Minera Penmont, lodged a legal claim with the Unitarian Agrarian Court of Hermosillo, Sonora to have Minera Penmont vacate an area of this surface land and associated claims. The land in dispute encompasses a portion of surface area where part of the operations of Dipolos, one of Minera Penmont’s three operating mines, is located as well as the processing plant for both the Dipolos mine and the Soledad mine. Minera Penmont’s mining concessions are held by way of separate title to that relating to the surface land. In September 2012, the Claimants obtained a ruling on the surface property dispute in their favor by the Mexican Supreme Court and in July 2013, a magistrate ordered Minera Penmont to vacate the property at issue, requiring cessation of production at the Dipolos operations. Minera Penmont has initiated legal proceedings to seek the expropriation of the disputed land in its favor, a process defined under Federal law in Mexico. Minera Penmont is projecting no production at the Soledad and Dipolos mines for the remainder of 2013 with an expected impact of up to 50,000 fewer ounces of production than forecasted for 2013, which translates into approximately 22,000 fewer ounces attributable to Newmont for 2013. Minera Penmont intends to defend this matter, but cannot reasonably predict the outcome.

PT Newmont Nusa Tenggara (“PTNNT”) – 31.5% Newmont Owned

Under the Batu Hijau Contract of Work, beginning in 2006 and continuing through 2010, a portion of PTNNT’s shares were required to 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, owned a 20% interest in PTNNT at all relevant times, in 2006, a 3% interest was required to be offered for sale and, in each of 2007 through 2010, an additional 7% interest was required to be offered (for an aggregate 31% interest). The price at which such interests were offered for sale to the Indonesian parties was the fair market value of such interest considering PTNNT as a going concern, as agreed with the Indonesian government. Following certain disputes and an arbitration with the Indonesian government, in November and December 2009, sale agreements were concluded pursuant to which the 2006, 2007 and 2008 shares were sold to PT Multi Daerah Bersaing (“PTMDB”), the nominee of the local governments, and the 2009 shares were sold to PTMDB in February 2010, resulting in PTMDB owning a 24% interest in PTNNT.

On December 17, 2010, the Ministry of Energy & Mineral Resources, acting on behalf of the Indonesian government, accepted the offer to acquire the final 7% interest in PTNNT. Subsequently, the Indonesian government designated Pusat Investasi Pemerintah (“PIP”), an agency of the Ministry of Finance, as the entity that will buy the final stake. On May 6, 2011, PIP and the foreign shareholders entered into a definitive agreement for the sale and purchase of the final 7% divestiture stake, subject to receipt of approvals from certain Indonesian government ministries. Subsequent to signing the agreement, a disagreement arose between the Ministry of Finance and the Indonesian parliament in regard to whether parliamentary approval was needed to allow PIP to make the share purchase. In July 2012, the Constitutional Court ruled that parliament approval is required for PIP to use state funds to purchase the shares, which approval has not yet been obtained. Further disputes may arise in regard to the divestiture of the 2010 shares.

Effective January 1, 2011, the local government in the region where the Batu Hijau mine is located commenced the enforcement of local regulations that purport to require PTNNT to pay additional taxes based on revenue and the value of PTNNT’s contracts. In addition, the regulations purport to require PTNNT to obtain certain export-related documents from the regional government for purposes of shipping copper concentrate. PTNNT is required to and has obtained all export related-documents in compliance with the laws and regulations of the central government. PTNNT believes that the new regional regulations are not enforceable as they expressly contradict higher level Indonesian laws that set out the permissible taxes that can be imposed by a regional government and all effective export requirements. PTNNT’s position is supported by Indonesia’s Ministry of Energy & Mineral Resources, Ministry of Trade, and the provincial government. To date, PTNNT has not been forced to comply with these new contradictory regional regulations. On February 4, 2011, PTNNT filed legal proceedings seeking to have the regulations declared null and void because they conflict with the laws of Indonesia. Subsequently, the Ministry of Home Affairs issued a decree declaring these local regulations to be contrary to Indonesian law and thus unenforceable. Further disputes with the local government could arise in relation to these regulations. PTNNT intends to vigorously defend its position in this dispute.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

Additionally, in September 2011, WALHI brought an administrative law claim against Indonesia’s Ministry of Environment to challenge the May 2011 renewal of PTNNT’s submarine tailings permit. PTNNT and the regional government of KSB (“KSB”) filed separate applications for intervention into the proceedings, both of which were accepted by the Administrative Court. KSB intervened on the side of WALHI, and PTNNT joined on the side of the Ministry of Environment. On April 3, 2012, the Administrative Court ruled in favor of the Ministry of Environment and PTNNT, finding that the Ministry of Environment properly renewed the permit in accordance with Indonesian law and regulations. WALHI appealed the verdict. On October 2, 2012, the High Administrative Law Court rejected WALHI’s appeal, after which WALHI filed a notice to appeal the case to the Supreme Court. On May 28, 2013, the Supreme Court of Indonesia updated its website to provide that WALHI’s appeal in this matter was rejected. The parties are still awaiting the written decision from the court. PTNNT will continue to defend its submarine tailings permit and is confident that the Ministry of Environment acted properly in renewing PTNNT’s permit.

NWG Investments Inc. v. Fronteer Gold Inc.

In April 2011, Newmont acquired Fronteer Gold Inc. (“Fronteer”).

Fronteer acquired NewWest Gold Corporation (“NewWest Gold”) in September 2007. At the time of that acquisition, NWG Investments Inc. (“NWG”) owned approximately 86% of NewWest Gold and an individual named Jacob Safra owned or controlled 100% of NWG. Prior to its acquisition of NewWest Gold, Fronteer entered into a June 2007 lock-up agreement with NWG providing that, among other things, NWG would support Fronteer’s acquisition of NewWest Gold. At that time, Fronteer owned approximately 42% of Aurora Energy Resources Inc. (“Aurora”), which, among other things, had a uranium exploration project in Labrador, Canada.

NWG contends that, during the negotiations leading up to the lock-up agreement, Fronteer represented to NWG that Aurora would commence uranium mining in Labrador by 2013, that this was a firm date, that Fronteer was not aware of any obstacle to doing so, that Aurora faced no serious environmental issues in Labrador and that Aurora’s competitors faced greater delays in commencing uranium mining. NWG further contends that it entered into the lock-up agreement and agreed to support Fronteer’s acquisition of NewWest Gold in reliance upon these purported representations. On October 11, 2007, less than three weeks after the Fronteer-NewWest Gold transaction closed, a member of the Nunatsiavut Assembly introduced a motion calling for the adoption of a moratorium on uranium mining in Labrador. On April 8, 2008, the Nunatsiavut Assembly adopted a three-year moratorium on uranium mining in Labrador. NWG contends that Fronteer was aware during the negotiations of the NWG/Fronteer lock-up agreement that the Nunatsiavut Assembly planned on adopting this moratorium and that its adoption would preclude Aurora from commencing uranium mining by 2013, but Fronteer nonetheless fraudulently induced NWG to enter into the lock-up agreement.

On September 24, 2012, NWG served a summons and complaint on NMC, and then amended the complaint to add Newmont Canada Holdings ULC as a defendant. The complaint also names Fronteer Gold Inc and Mark O’Dea as defendants. The complaint seeks rescission of the merger between Fronteer and NewWest Gold and $750 in damages. Newmont intends to defend this matter, but cannot reasonably predict the outcome.

Other Commitments and Contingencies

Tax contingencies are provided for in accordance with ASC income tax guidance (see Note 8).

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 $60 in 2013, $38 in 2014 through 2017 and $317 thereafter.

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At June 30, 2013 and December 31, 2012, there were $1,805 and $1,755, 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. However, the Company 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.

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”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of each of the non-GAAP financial measures used in this MD&A, please see the discussion under “Non-GAAP Financial Performance Measures” beginning on page 68. References to “A$” refer to Australian currency, “C$” to Canadian currency and “NZ$” to New Zealand 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 Part II of our Annual Report on Form 10-K for the year ended December 31, 2012 filed February 22, 2013.

Overview

Newmont is one of the world’s largest gold producers and is the only gold company included in the S&P 500 Index and Fortune 500. We have been included in the Dow Jones Sustainability Index-World for six consecutive years and have adopted the World Gold Council’s Conflict-Free Gold Policy. We are also engaged in the exploration for and acquisition of gold and gold/copper properties. We have significant operations and/or assets in the United States, Australia, Peru, Indonesia, Ghana, Mexico and New Zealand.

Our vision is to be the most valued and respected mining company through industry leading performance. Second quarter 2013 highlights are included below and discussed further in Results of Consolidated Operations .

Operating highlights

•

Sales of $1,993 and $4,170 for the second quarter and first half of 2013;

•

Average realized gold and copper prices of $1,386 per ounce and $2.66 per pound, respectively, for the second quarter and $1,505 per ounce and $2.86 per pound, respectively, for the first half of 2013;

•

Consolidated gold production of 1,284,000 ounces (1,167,000 attributable ounces) and 2,567,000 ounces (2,333,000 attributable ounces) for the second quarter and first half of 2013, respectively, at Costs applicable to sales of $885 and $824 per ounce, which included stockpile and leach pad write-downs of $161 and $86 per ounce, for the second quarter and first half of 2013, respectively;

•

Consolidated copper production of 52 million pounds (34 million attributable pounds) and 111 million pounds (72 million attributable pounds) for the second quarter and first half of 2013, respectively, at Costs applicable to sales of $8.53 and $5.75 per pound, which included stockpile and leach pad write-downs of $6.00 and $3.37 per pound, for the second quarter and first half of 2013, respectively;

•

Gold operating margin (see “Non-GAAP Financial Measures” on page 68) of $501 and $681 per ounce for the second quarter and first half of 2013, respectively.

Advancing our project pipeline

We remain focused on the progression of our next generation of mining projects. Approximately 40% of our 2013 capital expenditures will be allocated as development capital, including the Akyem project, the Phoenix Copper Leach project, the Turf Ventilation Shaft project and the Conga project, with the remaining 60% expected to be spent on sustaining capital. Additional capital investment is also possible at the Merian project in Suriname in 2013 pending the outcome of further dialogue with the government and project economic evaluation. We manage our wider project portfolio to maintain flexibility to address the development risks associated with our projects including permitting, local community and government support, engineering and procurement availability, technical issues, escalating costs and other associated risks that could adversely impact the timing and costs of certain opportunities.

Our opportunities in the Execution phase of development comprise a significant part of the Company’s growth strategy and include Akyem in Ghana, Phoenix Copper Leach and Turf Ventilation Shaft in Nevada and Conga in Peru, as described further below.

Akyem, Ghana . Construction activities continue to progress on schedule and on budget. Commercial production is expected in late 2013. Gold production is expected to be 350,000 to 450,000 ounces per year at Costs applicable to sales of $500 to $650 per ounce for the first five years of the mine’s operating life of approximately 16 years. Capital costs are estimated at approximately $1,000, of which $837 have been incurred at June 30, 2013. At December 31, 2012, we reported 7.4 million ounces of gold reserves at Akyem.

Phoenix Copper Leach, Nevada . The Board of Directors authorized full funding for the Phoenix Copper Leach project in April 2012. Copper production is expected to be approximately 20 million pounds per year for the first five years of production at Costs applicable to sales of $1.75 to $2.00 per pound, which are expected to be reported under the by-product method of accounting. First production is on target for fourth quarter 2013. Capital costs are expected to be $170 to $215, of which $133 have been incurred at June 30, 2013.

Turf Ventilation Shaft, Nevada. The Board of Directors authorized full funding for the Turf Vent Shaft project in April 2013. Additional ventilation supports profitable production growth from approximately 1.5 million tons of ore per year to more than 2 million tons, equating to an increase of production of approximately 100,000 to 150,000 ounces of gold per year over the 11 year mine life and lowers life of mine average mine operating costs. Capital costs are expected to be $360 to $400, of which $85 have been incurred at June 30, 2013.

Conga, Peru . Due to local political and community protests, construction and development activities at the Conga project were largely suspended in November 2011. The results of the Peruvian Central Government initiated Environmental Impact Assessment (“EIA”) independent review were announced on April 20, 2012 and confirmed our initial EIA met Peruvian and International standards. The review made recommendations to provide additional water capacity and social funds, which we have largely accepted. We announced our decision to move the project forward on a “water first” approach on June 22, 2012. Spending on the project in 2013 is anticipated to be approximately $250, focusing on building the Chailhuagon water reservoir, completing the last engineering activities, and accepting delivery of the main equipment purchases. Total property, plant and mine development was $1,586 at June 30, 2013. At December 31, 2012 we reported 6.5 million attributable ounces of gold reserves and 1,690 million attributable pounds of copper reserves at Conga. Construction of Conga and the implementation of the independent EIA review recommendations will continue provided it can be done in a safe manner with risk-adjusted returns that justify future investment. Should we be unable to continue with the current development plan at Conga, we may reprioritize and reallocate capital to development alternatives which may result in a potential accounting impairment.

We continue to advance earlier stage development assets through our project pipeline in our five operating regions. The exploration, construction and operation of these earlier stage development assets may require significant funding if they go into execution. Three of these projects are described further below:

Merian, Suriname . Feasibility study work for the Merian project began in the third quarter of 2011 and was completed in 2012, increasing our equity interest in the joint venture with Alcoa to 80%. Pending signature of the mineral agreement by the government of Suriname and Newmont and receipt of various related government of Suriname approvals, Newmont’s Board of Directors will consider authorizing full funding for the development of the project. The development of the Merian project will allow Newmont to pursue a new district with upside potential and the opportunity to grow and extend the operating life of the South American region. First production is targeted for 2016 with initial estimated gold production (on a 100% basis) of 350,000 to 450,000 ounces per year. At December 31, 2012, we reported 2.9 million attributable ounces of gold reserves at Merian.

Long Canyon, Nevada . The project is in the selection and confirmation stage of development and we continue to develop our understanding of Long Canyon and the district. We have submitted the Plan-of-Operations to the Bureau of Land Management in support of our Environmental Impact Statement (“EIS”) and continue to progress the exploration program. A total of 85 kilometers of drilling was completed in 2012 and we anticipate an additional 65 kilometers to be drilled in 2013. Our intention is to bring the project into production in 2017.

Ahafo Mill Expansion, Ghana. The project is in the Feasibility Phase of development and consists of the design and construction of additional processing capacity at the Ahafo Mine in Ghana. The objective of the project is to increase processing capacity from the current 8 million tons of ore per year to 13-17 million tons, bringing profitable production from Ahafo forward. Pending Government approval of the Environmental Impact Statement and associated project permits, Newmont will consider authorizing full funding for the development of the project sometime in 2014.

Selected Financial and Operating Results


	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Sales	$	1,993		$	2,229	$	4,170		$	4,912
Income (loss) from continuing operations	$	(2,305	)	$	371	$	(1,948	)	$	1,045
Net income (loss)	$	(2,231	)	$	371	$	(1,874	)	$	974
Net income (loss) attributable to Newmont stockholders	$	(2,019	)	$	279	$	(1,704	)	$	769
Per common share, basic:
Income (loss) from continuing operations attributable to Newmont stockholders	$	(4.21	)	$	0.56	$	(3.58	)	$	1.69
Net income (loss) attributable to Newmont stockholders	$	(4.06	)	$	0.56	$	(3.43	)	$	1.55
Adjusted net income (loss) ⁽¹⁾	$	(50	)	$	294	$	304		$	872
Adjusted net income (loss) per share ⁽¹⁾	$	(0.10	)	$	0.59	$	0.61		$	1.76
Consolidated gold ounces (thousands)
Produced		1,284			1,362		2,567			2,841
Sold ⁽²⁾		1,331			1,313		2,583			2,768
Consolidated copper pounds (millions)
Produced		52			60		111			117
Sold		56			46		99			104
Average price received, net:
Gold (per ounce)	$	1,386		$	1,598	$	1,505		$	1,643
Copper (per pound)	$	2.66		$	2.85	$	2.86		$	3.49
Consolidated costs applicable to sales: ⁽³⁾
Gold (per ounce)	$	885		$	681	$	824		$	649
Copper (per pound)	$	8.53		$	2.35	$	5.75		$	2.14
Attributable costs applicable to sales: ⁽¹⁾
Gold (per ounce)	$	889		$	711	$	837		$	672
Copper (per pound)	$	7.13		$	2.40	$	4.87		$	2.17
Operating margin: ⁽¹⁾
Gold (per ounce)	$	501		$	917	$	681		$	994
Copper (per pound)	$	(5.87	)	$	0.50	$	(2.89	)	$	1.35

⁽¹⁾	See “Non-GAAP Financial Measures” on page 68.

⁽²⁾	Excludes development ounces.

⁽³⁾	Excludes Amortization and Reclamation and remediation.

Consolidated Financial Results

Net income (loss) attributable to Newmont stockholders for the second quarter of 2013 was a loss of $(2,019) ($(4.06) per share) compared to income of $279 ($0.56 per share) for the second quarter of 2012. Net income (loss) attributable to Newmont stockholders for the first half of 2013 was a loss of $(1,704) ($(3.43) per share) compared to income of $769 ($1.55 per share) for the first half of 2012. Results for the second quarter of 2013 compared to the second quarter of 2012 were impacted by asset impairments of $1,497 (net of tax and minority interest) primarily related to the Boddington mine, tax valuation allowances on deferred tax assets of $535, and stockpile and leach pad write-downs of $272 (net of tax and minority interest). These asset impairments were the result of the current quarter decline in gold and copper prices as well as increasing operating costs.

Results for the second quarter of 2013 compared to the second quarter of 2012, were also impacted by lower production from Yanacocha and Batu Hijau, and lower realized gold and copper prices. Results for the first half of 2013 compared to the same period in 2012 were impacted by asset impairments noted above; as well as lower production from Nevada, Yanacocha, Batu Hijau, and Ahafo, and lower realized gold and copper prices.

Gold Sales decreased 12% in the second quarter of 2013 due to lower realized prices partially offset by higher sales volumes. Gold Sales decreased 15% in the first half of 2013 due to lower sales volume and realized prices. The following analysis summarizes consolidated gold sales:


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Consolidated gold sales:
Gross before provisional pricing	$	1,874		$	2,111		$	3,918		$	4,570
Provisional pricing mark-to-market		(24	)		(2	)		(22	)		4

Gross after provisional pricing		1,850			2,109			3,896			4,574
Treatment and refining charges		(5	)		(10	)		(9	)		(25	)

Net	$	1,845		$	2,099		$	3,887		$	4,549

Consolidated gold ounces sold (thousands):		1,331			1,313			2,583			2,768
Average realized gold price (per ounce):
Gross before provisional pricing	$	1,408		$	1,607		$	1,517		$	1,651
Provisional pricing mark-to-market		(18	)		(2	)		(9	)		1

Gross after provisional pricing		1,390			1,605			1,508			1,652
Treatment and refining charges		(4	)		(7	)		(3	)		(9	)

Net	$	1,386		$	1,598		$	1,505		$	1,643

The change in consolidated gold sales is due to:


	Three Months Ended June 30,			Six Months Ended June 30,
	2013 vs. 2012			2013 vs. 2012
Change in consolidated ounces sold	$	26		$	(306	)
Change in average realized gold price		(285	)		(372	)
Change in treatment and refining charges		5			16

	$	(254	)	$	(662	)

Copper Sales increased 14% in the second quarter of 2013 compared to the second quarter of 2012 due to higher copper pounds sold partially offset by lower realized copper prices. Copper Sales decreased 22% in the first half of 2013 compared to the same period in 2012 due to lower sales volume and lower realized prices. The following analysis summarizes consolidated copper sales:


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Consolidated copper sales:
Gross before provisional pricing	$	179		$	160		$	334		$	379
Provisional pricing mark-to-market		(15	)		(18	)		(24	)		13

Gross after provisional pricing		164			142			310			392
Treatment and refining charges		(16	)		(12	)		(27	)		(29	)

Net	$	148		$	130		$	283		$	363

Consolidated copper pounds sold (millions):		56			46			99			104
Average realized copper price (per pound):
Gross before provisional pricing	$	3.22		$	3.52		$	3.38		$	3.65
Provisional pricing mark-to-market		(0.27	)		(0.40	)		(0.25	)		0.12

Gross after provisional pricing		2.95			3.12			3.13			3.77
Treatment and refining charges		(0.29	)		(0.27	)		(0.27	)		(0.28	)

Net	$	2.66		$	2.85		$	2.86		$	3.49

The change in consolidated copper sales is due to:


	Three Months Ended June 30,			Six Months Ended June 30,
	2013 vs. 2012			2013 vs. 2012
Change in consolidated pounds sold	$	31		$	(19	)
Change in average realized copper price		(9	)		(63	)
Change in treatment and refining charges		(4	)		2

	$	18		$	(80	)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
*Gold*
North America:
Nevada	$	558	$	571	$	1,128	$	1,294
La Herradura		71		93		161		186

		629		664		1,289		1,480

South America:
Yanacocha		420		614		875		1,208
Australia/New Zealand:
Boddington		249		264		578		562
Other Australia/New Zealand		332		331		724		758

		581		595		1,302		1,320

Indonesia:
Batu Hijau		15		18		26		52
Africa:
Ahafo		200		208		395		489

		1,845		2,099		3,887		4,549

*Copper*
Australia/New Zealand:
Boddington		49		42		114		103
Indonesia:
Batu Hijau		99		88		169		260

		148		130		283		363

	$	1,993	$	2,229	$	4,170	$	4,912

Costs applicable to sales for gold increased in the second quarter and first half of 2013 compared to the same periods in 2012 due primarily to stockpile and leach pad write-downs at Boddington, Other Australia/New Zealand, Batu Hijau, and Yanacocha as a result of lower metal price assumptions and higher mining and processing costs, as previously discussed. Costs applicable to sales for copper increased in the second quarter and first half of 2013 compared to the same periods in 2012 due to the aforementioned stockpile and leach pad write-downs at Batu Hijau and Boddington. For a complete discussion regarding variations in operations, see Results of Consolidated Operations below.

Amortization in the second quarter and first half of 2013 increased compared to the same period of 2012 due to the portion of amortization included in the cost of stockpiles and leach pads that was subject to the write-downs previously discussed, higher mine development costs, and higher asset retirement costs. We now expect Amortization to be $1,250 to $1,300 in 2013 including the impact of the stockpile and leach pad write-downs discussed above.

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


	Costs Applicable to Sales				Amortization				Costs Applicable to Sales				Amortization
	Three Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012		2013		2012		2013		2012
*Gold*
North America:
Nevada	$	276	$	258	$	60	$	47	$	548	$	525	$	119	$	100
La Herradura		42		33		7		6		82		65		13		11

		318		291		67		53		630		590		132		111
South America:
Yanacocha		197		177		97		62		355		338		167		112
Australia/New Zealand:
Boddington		252		157		59		49		426		294		101		81
Other Australia/New Zealand		263		182		58		35		495		372		104		72

		515		339		117		84		921		666		205		153
Indonesia:
Batu Hijau		63		11		13		3		70		30		15		6
Africa:
Ahafo		85		76		20		16		151		172		37		40

		1,178		894		314		218		2,127		1,796		556		422
*Copper*
Australia/New Zealand:
Boddington		62		38		14		12		110		68		24		18
Indonesia:
Batu Hijau		413		70		81		14		460		155		90		30

		475		108		95		26		570		223		114		48
*Other*
Corporate and other		—		—		6		4						12		9

		—		—		6		4		—		—		12		9

	$	1,653	$	1,002	$	415	$	248	$	2,697	$	2,019	$	682	$	479

Exploration expense decreased $30 and $59 in the second quarter and first half of 2013, respectively, compared to the same periods of 2012 due to decrease in both brownfields and greenfields expenditures in all our regions. Exploration activities in a number of countries including Solomon Islands, Papua New Guinea and Cote d’Ivoire have been discontinued. We expect Exploration expense of $250 to $300 in 2013, focused primarily on our brownfields programs at Carlin, Long Canyon and Phoenix in Nevada, La Herradura in Mexico, Jundee and Tanami in Australia and Ahafo in Africa, whereas in the greenfields programs the focus will be on Nevada, Suriname-French Guiana, Andes and West Africa.

The following is a summary of Advanced projects, research and development expense:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
North America
Nevada	$	2	$	13	$	11	$	19
La Herradura		6		—		6		—
South America
Yanacocha		2		7		10		13
Conga		1		10		2		36
Other South America		—		11		—		26
Asia Pacific
Boddington		—		1		—		3
Other Australia/New Zealand		2		5		4		7
Indonesia
Batu Hijau		2		4		5		10
Africa
Ahafo		2		2		7		6
Akyem		2		2		5		4
Other Africa		2		—		2		1
Corporate and Other
Technical and project services		14		26		30		53
Corporate		11		1		16		6

	$	46	$	82	$	98	$	184

We now expect Advanced projects, research and development expenses of $300 to $350 in 2013, focused primarily on Long Canyon, underground exploration drifts in Nevada, and the start-up of Akyem in Africa.

General and administrative expense decreased by $3 and $1 for the second quarter and first half of 2013, respectively, compared to the same periods of 2012 due to lower labor costs. We now expect General and administrative expenses of $180 to $230 in 2013.

Other expense, net decreased by $49 in the second quarter of 2013 compared to the second quarter of 2012 mainly due to lower Hope Bay care and maintenance costs, regional administration expenses, and acquisition costs in 2012, partially offset by the restructuring charges. Other expense, net decreased by $70 in the first half of 2013 compared to the first half of 2012 mainly due to lower Hope Bay care and maintenance costs and regional administration expenses, partially offset by restructuring charges and higher transaction costs.

Other income, net increased by $14 in the second quarter of 2013 compared to the second quarter of 2012 due to higher foreign currency exchange gain, partially offset by lower income from developing projects. Other income, net increased by $7 in the first half of 2013 compared to the first half of 2012 due to foreign currency exchange gain and lower impairment losses of marketable securities, partially offset by lower income from developing projects, lower gain on asset sales, and by a reduction of allowance for loan receivable in 2012.

Interest expense, net increased $12 for the first half of 2013 compared to 2012 due to the issuance of the 2022 and 2042 Senior Notes and higher drawdowns on the Corporate Credit Facility in the current year. Capitalized interest increased by $6 and $12 in the second quarter and first half of 2013, respectively, compared to the same periods in 2012 due to higher development project expenditures. We now expect Interest expense, net of $225 to $275 in 2013.

Income and mining tax benefit during the second quarter of 2013 was $325, resulting in an effective tax rate of 12%. Estimated income and mining tax expense during the second quarter of 2012 was $175 for an effective tax rate of 32%. The lower effective tax rate on the loss in the second quarter of 2013 is a result of the significant decrease in pretax income resulting in a dilution to the impact of percentage depletion and an increase in our valuation allowance on certain deferred tax assets.

During the first half of 2013, the estimated income and mining tax benefit was $144, resulting in an effective tax rate of 7%. Estimated income and mining tax expense during the first half of 2012 was $518 for an effective tax rate of 33%. The lower effective tax rate on the loss in the first six months of 2013 is primarily due to the result of the significant decrease in pretax income resulting in a dilution to the impact of percentage depletion and an increase in our valuation allowance on certain deferred tax assets.

A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, we consider each quarter estimated future taxable income as well as feasible tax planning strategies in each jurisdiction to determine if the deferred tax assets are realizable. If we determine that we will not realize all or a portion of our deferred tax assets, we will place or increase a valuation allowance. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.

On the basis of available information at June 30, 2013, including the decrease in our long-term commodity price assumptions, rising operating costs and decrease in equity value, we concluded that we would not be able to realize the benefit from some of our deferred tax assets. As a result, we recorded a significant increase in our valuation allowance. This increase consists of $535 related to U.S. foreign and alternative minimum tax credits and $150 related to stockpile impairments.

The effective tax rates are different from the United States statutory rate of 35% primarily due to the above mentioned valuation allowance, Nevada and Peru mining taxes, and U.S. percentage depletion. 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 Annual Report on Form 10-K for the year ended December 31, 2012 filed February 22, 2013.

Due to the significant impairment recorded this quarter, we expect the 2013 consolidated tax benefit to be approximately 5% to 10%, assuming an average realized gold price of $1,400 per ounce.

Net income (loss) attributable to noncontrolling interests decreased to a net loss of $212 in the second quarter and $170 in the first half of 2013 compared to a net income of $92 in the second quarter and $205 in the first half of 2012 as a result of decreased earnings at Batu Hijau and Minera Yanacocha as well as the TMAC transaction in March 2013.

Income (loss) from discontinued operations includes a reduction in the Holt property royalty liability. During the first half of 2013 the Company recorded a benefit from discontinued operations of $74, net of tax expense of $34, related to a decline in the gold spot price and an increase in discount rates. During the first half of 2012, the Company recorded a $71 charge, net of tax benefits of $4, to reflect an increase in future expected production at the Holt property. Due to the nature of the sliding scale royalty calculation, changes in expected production and the gold price have a significant impact on the fair value of the liability.

Results of Consolidated Operations


	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Three Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
North America		437		437	$	702	$	697	$	147	$	125	$	1,077	$	1,276
South America		291		390		662		466		328		162		983		1,053
Australia / New Zealand		404		387		1,206		910		265		225		1,470		1,254
Indonesia		13		16		5,299		943		1,165		197		35,500		3,083
Africa		139		132		596		583		139		124		1,000		924

Total/Weighted-Average		1,284		1,362	$	885	$	681	$	232	$	164	$	1,548	$	1,265

Attributable to Newmont ⁽²⁾⁽³⁾		1,167		1,182	$	889	$	711					$	1,441	$	1,298

Net Attributable to Newmont ⁽³⁾					$	1,029	$	700


Copper	(pounds in millions)				($ per pound)				($ per pound)
Australia/New Zealand		16		18	$	3.25	$	2.79	$	0.71	$	0.82
Indonesia		36		42		11.23		2.20		2.20		0.45

Total/Weighted Average		52		60	$	8.53	$	2.35	$	1.69	$	0.56

Attributable to Newmont		34		38	$	7.13	$	2.40


	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Six Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
North America		874		926	$	732	$	652	$	154	$	121	$	1,058	$	1,141
South America		577		756		616		462		290		153		941		1,015
Australia/New Zealand		825		814		1,062		837		230		189		1,285		1,108
Indonesia		27		38		3,682		924		806		179		23,474		1,061
Africa		264		307		577		575		141		135		1,073		880

Total/Weighted-Average		2,567		2,841	$	824	$	649	$	212	$	151	$	1,339	$	1,143

Attributable to Newmont ⁽³⁾⁽⁴⁾		2,333		2,489	$	837	$	672					$	1,295	$	1,172

Net Attributable to Newmont ⁽³⁾					$	896	$	636


Copper	(pounds in millions)				($ per pound)				($ per pound)
Australia/New Zealand		35		32	$	2.78	$	2.34	$	0.60	$	0.60
Indonesia		76		85		7.71		2.08		1.51		0.40

Total/Weighted Average		111		117	$	5.75	$	2.14	$	1.15	$	0.46

Attributable to Newmont		72		73	$	4.87	$	2.17

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

⁽²⁾	Includes 17 and 13 attributable ounces in 2013 and 2012, respectively, from our interest in La Zanja and 14 and 5 attributable ounces in 2013 and 2012, respectively, from our interest in Duketon.

⁽³⁾	All-In Sustaining Costs, Attributable Costs applicable to sales, and Net Attributable Costs applicable to sales are non-GAAP financial measures. See page 68 for a reconciliation.

⁽⁴⁾	Includes 32 and 26 attributable ounces in 2013 and 2012, respectively, from our interest in La Zanja and 29 and 9 attributable ounces in 2013 and 2012, respectively, from our interest in Duketon.

Second quarter 2013 compared to 2012

Consolidated gold production decreased 6% due to lower production at Yanacocha associated with completion of several mining areas in 2012 and lower grade and recovery at Batu Hijau partially offset by slightly higher production at Australia/New Zealand and Africa. Consolidated copper production decreased 13% due to lower mill throughput at Boddington and lower throughput and grade at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold increased 30% due to stockpile and leach pad write-downs of $161 per ounce associated with lower gold prices and lower production. Costs applicable to sales per consolidated copper pound sold increased 263% due to stockpile write-downs of $6.00 per pound associated with lower copper prices.

Amortization increased 41% per consolidated gold ounce sold due to the portion of the stockpile and leach pad write-downs associated with amortization, the remaining increase can be attributed to property, plant, and equipment additions in late 2012 in North America, and lower production from Yanacocha and Batu Hijau. Amortization increased 202% per consolidated copper pound sold due to the portion of the stockpile write-downs that was associated with amortization.

First half 2013 compared to 2012

Consolidated gold production decreased 10% due lower grades at Nevada, Ahafo, Batu Hijau, lower leach recoveries at La Herradura, and lower mill and leach production from Yanacocha. Consolidated copper production decreased 5% due to processing lower grade stockpiles at Batu Hijau and lower throughput at Boddington.

Costs applicable to sales per consolidated gold ounce sold increased 27% due to stockpile and leach pad write-downs, as previously discussed, of $86 per ounce, lower production from Nevada, Yanacocha, Batu Hijau, and Ahafo partially offset by higher production at Other Australia/New Zealand. Costs applicable to sales per consolidated copper pound sold increased 169% due to stockpile write-downs, as previously discussed, of $3.37 per pound and lower production at Batu Hijau and higher costs allocated to copper at Boddington.

Amortization per consolidated gold ounce sold increased 40% due to the portion of the stockpile and leach pad write-downs that is associated with amortization, lower production from Nevada, Yanacocha, Batu Hijau, and Ahafo as well as additions to property, plant and equipment in North America late in 2012. Amortization increased 150% per consolidated copper pound sold due to the portion of the stockpile write-downs associated with amortization as well as lower production.

We now expect attributable gold production of 4.8 to 5.1 million ounces at consolidated Costs applicable to sales per ounce of $750 to $825, including the stockpile and leach pad write-downs discussed above. We now expect copper production of 150 to 170 million pounds attributable to Newmont at consolidated Costs applicable to sales per pound of $4.05 to $4.40 in 2013, including the stockpile write-downs as discussed above.

North America Operations


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Nevada		383		378	$	691	$	718	$	150	$	129	$	975	$	1,335
La Herradura ⁽²⁾		54		59		784		569		123		99		1,815		864

Total/Weighted-Average		437		437	$	702	$	697	$	147	$	125	$	1,077	$	1,276

Attributable to Newmont		437		437


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Nevada		765		813	$	730	$	663	$	159	$	125	$	1,003	$	1,160
La Herradura ⁽²⁾		109		113		750		574		119		97		1,404		973

Total/Weighted-Average		874		926	$	732	$	652	$	154	$	121	$	1,058	$	1,141

Attributable to Newmont		874		926

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

⁽²⁾	Our proportionate 44% share.

⁽³⁾	All-In Sustaining Costs is a non-GAAP financial measure. See page 68 for a reconciliation.

Second quarter 2013 compared to 2012

Nevada, USA. Gold production increased 1% due to new production from Emigrant as well as higher grade and throughput at Phoenix essentially offset by lower tons and grade at Midas, lower grade and recovery at Mill 5, and lower grade at Mill 6. Costs applicable to sales per ounce decreased 4% due to higher ounces sold. Amortization per ounce increased 16% due to lower grade production.

La Herradura, Mexico. Gold production decreased 8% due to lower leach recoveries. Costs applicable to sales per ounce increased 38% due to higher waste mining and lower production. Amortization per ounce increased 24% due to lower production and the purchase of equipment in late 2012.

First half 2013 compared to 2012

Nevada, USA. Gold production decreased 6% primarily due to lower grade at Twin Creeks and lower grade and recovery at Mill 6. This was partially offset by higher mill throughput and grade at Phoenix and new production at Emigrant. Costs applicable to sales per ounce increased 10% due to lower ounces sold, lower capitalized mine development costs, and lower by-product credits associated with lower metal prices. Amortization per ounce increased 27% due to lower grade production.

La Herradura, Mexico. Gold production decreased 4% due to lower leach recoveries. Costs applicable to sales per ounce increased 31% due to higher waste tons mined in combination with lower production. Amortization per ounce increased 23% due to lower production and the purchase of equipment in late 2012.

We now expect gold production in North America of 1.9 to 2.0 million ounces at Costs applicable to sales per ounce of $600 to $650 in 2013. The decrease in our production guidance is related to a pending land dispute as explained in note 26 impacting production for La Herradura in the second half of 2013.

South America Operations


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽²⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Yanacocha		291		390	$	662	$	466	$	328	$	162	$	966	$	971

Attributable to Newmont:
Yanacocha (51.35%)		150		200
La Zanja (46.94%)		17		13

		167		213


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽²⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Yanacocha		577		756	$	616	$	462	$	290	$	153	$	922	$	900

Attributable to Newmont:
Yanacocha (51.35%)		296		388
La Zanja (46.94%)		32		26

		328		414

(1)	Excludes Amortization and Reclamation and remediation .

(2)	All-In Sustaining Costs is a non-GAAP financial measure. See page 68 for a reconciliation.

Second quarter 2013 compared to 2012

Yanacocha, Peru. Gold production decreased 25% due to lower mill and leach production associated with the completion of mining at El Tapado in July of 2012. Costs applicable to sales per ounce increased 42% due to a leach pad write-down of $163 per ounce as a result of lower gold prices and lower by-product credits. Amortization per ounce increased 102% due to the portion of the leach pad write-down associated with amortization, lower production, and higher asset retirement costs.

First half 2013 compared to 2012

Yanacocha, Peru. Gold production decreased 24% due to lower mill and leach production associated with the completion of mining at El Tapado and smaller pits at Chaquicocha during 2012. Costs applicable to sales per ounce increased 33% due to a leach pad write-down of $92 per ounce as a result of lower gold prices, partially offset by lower workers participation expense. Amortization per ounce increased 90% due to the portion of the leach pad write-down associated with amortization, lower production, and higher asset retirement costs.

We now expect gold production in South America of approximately 550,000 to 600,000 ounces at consolidated Costs applicable to sales per ounce of $650 to $700 in 2013, including the leach pad write-down discussed above.

Australia/New Zealand

Operations


	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Three Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Boddington		171		180	$	1,307	$	947	$	308	$	300	$	1,534	$	1,140
Other Australia/New Zealand		233		207		1,124		880		230		164		1,417		1,345

Total/Weighted-Average		404		387	$	1,206	$	910	$	265	$	225	$	1,470	$	1,254

Attributable to Newmont ⁽²⁾		418		392


Copper	(pounds in millions)				($ per pound)				($ per pound)
Boddington		16		18	$	3.25	$	2.79	$	0.71	$	0.82

	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Six Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Boddington		347		342	$	1,086	$	862	$	258	$	239	$	1,224	$	947
Other Australia/New Zealand		478		472		1,042		812		207		151		1,336		1,227

Total/Weighted-Average		825		814	$	1,062	$	837	$	230	$	189	$	1,285	$	1,108

Attributable to Newmont ⁽²⁾		854		823


Copper	(pounds in millions)				($ per pound)				($ per pound)
Boddington		35		32	$	2.78	$	2.34	$	0.60	$	0.60

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

⁽²⁾	Includes 14 and 5 attributable ounces in the second quarter 2013 and 2012, respectively, and 29 and 9 attributable ounces in the first half of 2013 and 2012, respectively, from our interest in Duketon.

⁽³⁾	All-In Sustaining Costs is a non-GAAP financial measure. See page 68 for a reconciliation.

Second quarter 2013 compared to 2012

Boddington, Australia. Gold and copper production decreased 5% and 11%, respectively, due to lower mill throughput partially offset by higher gold mill grade. Gold Costs applicable to sales increased 38% per ounce due to a stockpile write-down of $363 per ounce as a result of lower gold prices. Copper Costs applicable to sales increased 16% per pound due to a stockpile write-down of $0.85 per pound as a result of lower copper prices.

Other Australia/New Zealand . Gold production increased 13% due to higher mill throughput at Waihi as a result of a mill shutdown in prior year quarter and higher mill throughput and ore grade from underground sources at Tanami partially offset by lower grade at Jundee and Kalgoorlie. Costs applicable to sales per ounce increased 28% due to a stockpile write-down of $200 per ounce as a result of lower gold prices, the remaining increase in cost is due to higher mining costs at Jundee. Amortization per ounce increased 40% due to the portion of the stockpile write-down that was associated with amortization.

First half 2013 compared to 2012

Boddington, Australia. Gold production increased 1% due to higher mill grade that was essentially offset by lower throughput. Copper production increased 9% due to higher mill grade. Gold Costs applicable to sales increased 26% per ounce due largely to a stockpile write-down of $178 per ounce as a result of lower gold prices and the impact of the carbon tax. Copper Costs applicable to sales increased 19% per pound due primarily to a stockpile write-down of $0.41 per pound and higher costs allocated to copper on a co-product basis. Amortization increased 8% per ounce due to the portion of the stockpile write-down that is associated with amortization.

Other Australia/New Zealand. Gold production increased 1% due to higher mill throughput at Waihi as a result of a mill shutdown in prior year coupled with higher grade, higher mill throughput at Tanami from higher underground ore availability partially offset by lower production from Kalgoorlie and Jundee. Costs applicable to sales per ounce increased 28% due to a stockpile write-down of $104 per ounce as a result of lower gold prices, the remaining increase is associated with higher mining costs at Jundee and the impact of the carbon tax partially offset by higher gold production. Amortization per ounce increased 37% mainly due to capital additions and the portion of the stockpile write-down that is associated with amortization.

We now expect attributable gold production for Australia/New Zealand to be 1.6 to 1.7 million ounces at Costs applicable to sales per ounce of $1,000 to $1,100, including the stockpile write-downs discussed above. We now expect our attributable copper production to be 70 to 80 million pounds at consolidated Costs applicable to sales per pound of $2.75 to $2.95 in 2013, including the stockpile write-downs discussed above.

Indonesia Operations


	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Three Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Batu Hijau		13		16	$	5,299	$	943	$	1,165	$	197	$	35,417	$	3,417

Attributable to Newmont ⁽²⁾		6		8


Copper	(pounds in millions)				($ per pound)				($ per pound)
Batu Hijau		36		42	$	11.23	$	2.20	$	2.20	$	0.45

Attributable to Newmont		18		20


	Gold or Copper Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽³⁾
Six Months Ended June 30,	2013		2012		2013		2012		2013		2012		2013		2012
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Batu Hijau		27		38	$	3,682	$	924	$	806	$	179	$	23,579	$	1,152

Attributable to Newmont ⁽²⁾		13		19


Copper	(pounds in millions)				($ per pound)				($ per pound)
Batu Hijau		76		85	$	7.71	$	2.08	$	1.51	$	0.40

Attributable to Newmont		37		41

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

⁽²⁾	Our 48.5% economic interest.

⁽³⁾	All-In Sustaining Costs is a non-GAAP financial measure. See page 68 for a reconciliation.

Second quarter 2013 compared to 2012

Batu Hijau, Indonesia. Gold and copper production decreased 19% and 14%, respectively, due to processing lower grade stockpile ore and lower mill throughput. Total tons mined increased as Phase 6 waste removal continues as planned. Costs applicable to sales increased 462% per ounce and 410% per pound due to stockpile write-downs of $4,083 per ounce and $8.63 per pound as a result of lower gold and copper prices, respectively, and lower production. Amortization increased 491% per ounce and 389% per pound due to the portion of the stockpile and inventory write-downs associated with amortization as well as lower production.

First half 2013 compared to 2012

Batu Hijau, Indonesia. Gold and copper production decreased 29% and 11%, respectively, due to lower ore grade and lower recovery. Total tons mined increased as Phase 6 waste removal continues as planned. Costs applicable to sales increased 298% per ounce and 271% per pound due to stockpile write-downs of $2,550 per ounce and $5.32 per pound, the remaining increase is associated with lower production. Amortization increased 350% per ounce and 278% per pound due to the portion of the stockpile and inventory write-downs associated with amortization.

We now expect attributable gold production for Indonesia to be 20,000 to 30,000 ounces at Costs applicable to sales per ounce of $2,100 to $2,300, including stockpile and inventory write-downs discussed above. We now expect our attributable copper production to be 75 to 90 million pounds at consolidated Costs applicable to sales per pound of $4.70 to $5.10 in 2013, including stockpile and inventory write-downs discussed above.

Africa Operations


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽²⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Ahafo		139		132	$	596	$	583	$	139	$	124	$	944	$	863

Attributable to Newmont		139		132	$	596	$	583


	Gold Ounces Produced				Costs Applicable to Sales ⁽¹⁾				Amortization				All-In Sustaining Costs ⁽²⁾
	2013		2012		2013		2012		2013		2012		2013		2012
	(in thousands)				($ per ounce)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Ahafo		264		307	$	577	$	575	$	141	$	135	$	1,019	$	829

Attributable to Newmont		264		307	$	577	$	575

⁽¹⁾	Excludes Amortization and Reclamation and remediation .

⁽²⁾	All-In Sustaining Costs is a non-GAAP financial measure. See page 68 for a reconciliation.

Second quarter 2013 compared to 2012

Ahafo, Ghana. Gold production increased 5% due to higher mill throughput and recovery, a drawdown of in-process inventory partially offset by lower grade. Costs applicable to sales per ounce increased 2% due to higher labor costs and employee transportation costs partially offset by higher production and lower diesel costs associated with shorter haul distance.

First half 2013 compared to 2012

Ahafo, Ghana. Gold production decreased 14% due to lower mill grade partially offset by higher mill recovery. Costs applicable to sales per ounce was in line with the prior year period .

We continue to expect gold production in Africa to be 625,000 to 675,000 ounces at Costs applicable to sales per ounce of $525 and $575 in 2013.

Foreign Currency Exchange Rates

Our foreign operations sell their gold and copper production based on U.S. dollar metal prices. Approximately 51% and 44% of our Costs applicable to sales were paid in local currencies during the second quarter of 2013 and 2012, respectively. Approximately 50% and 44% of our Costs applicable to sales were paid in local currencies during the first half of 2013 and 2012, respectively. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations did not have a significant impact on our Costs applicable to sales per ounce, net of hedging gains, during the second quarter and first half of 2013 compared to the same periods in 2012.

Liquidity and Capital Resources

Cash Provided from Operating Activities

Net cash provided from continuing operations was $732 in the first half of 2013, a decrease of $232 from the first half of 2012, primarily due to lower gold production and a lower average realized gold price partially offset by a net decrease in operating assets and liabilities. The decrease in net operating assets and liabilities of $307 in the first half of 2013 compared to the first half of 2012 is due to decreases in accounts receivable.

Investing Activities

Net cash used in investing activities decreased to $1,105 during the first half of 2013 compared to $1,714 during the same period of 2012, respectively. Additions to property, plant and mine development were as follows:


	Six Months Ended June 30,
	2013		2012
North America:
Nevada	$	243	$	370
La Herradura		64		29

		307		399

South America:
Yanacocha		89		243
Conga		161		342
Other South America		37		20

		287		605

Australia/New Zealand:
Boddington		54		52
Other Australia/New Zealand		83		137

		137		189

Indonesia:
Batu Hijau		56		61
Other Indonesia		—		8

		56		69

Africa:
Ahafo		116		108
Akyem		159		189

		275		297
Corporate and Other		7		17

Accrual basis		1,069		1,576
Decrease (increase) in accrued capital expenditures		51		2

Cash basis	$	1,120	$	1,578

Capital expenditures in North America during the first half of 2013 primarily related to the construction of the Phoenix Copper Leach project, the development of the Turf Vent Shaft project, surface and underground mine development and infrastructure improvements in Nevada, as well as mill expansion capital in Mexico. Capital expenditures in South America were primarily related to the Conga and Merian projects, surface mine and leach pad development and equipment purchases. The majority of capital expenditures in Australia and New Zealand were for underground mine development, tailings facility construction, mining equipment purchases and infrastructure improvements. Capital expenditures in Batu Hijau were primarily for equipment and equipment component purchases. Capital expenditures in Africa were primarily related to Akyem development and the Subika expansion project, equipment purchases and surface mine development at Ahafo. We now expect 2013 consolidated capital expenditures to be $2,200 to $2,400 ($1,900 to $2,100 attributable to Newmont).

Capital expenditures in North America during the first half of 2012 were primarily related to development of the Emigrant mine and the Phoenix copper leach projects, surface mine development, the Noche Buena mine in Mexico and other equipment purchases, infrastructure improvements and a strategic land purchase in Nevada. Capital expenditures in South America were primarily related to the Conga and Merian projects and Yanacocha leach pad development, surface mine development and equipment purchases. The majority of capital expenditures in Asia Pacific were for surface and underground development, mining equipment and infrastructure improvements. Capital expenditures in Africa were primarily related to Akyem development and the Subika expansion project at Ahafo.

Acquisitions, net . During the first half of 2013 and 2012, we paid $13 and $22 in contingent payments in accordance with the 2009 Boddington acquisition agreement.

Proceeds from the sale of marketable securities. During the first half of 2013 and 2012 we received $1 and $106 from the sale of corporate marketable debt securities.

Purchases of marketable securities. During the first half of 2013 we purchased marketable equity securities of $1 compared to $196 of corporate marketable debt securities purchased during the first half of 2012.

Proceeds from sale of other assets. During the first half of 2013, we received $49 primarily from the sale of equipment at Conga. During the first half of 2012 we received $13 primarily from the sale of land and other assets.

Financing Activities

Net cash provided from (used in) financing activities was $87 and $894 during the first half of 2013 and 2012, respectively.

Proceeds from and repayment of debt. During the first half of 2013, we received net proceeds from debt of $987 from our revolving credit facilities and other short-term debt. Proceeds from the issuance of debt were partially offset by the payments of $534 on our revolving credit facility. During the first half of 2012, we received net proceeds from debt of $3,343, including $1,246 under our revolving credit facility, $1,479 from the issuance of senior notes due in 2022 and $983 from the issuance of senior notes due in 2042. Proceeds from the issuance of debt in 2012 were partially offset by the settlement of forward starting interest rate swaps of $362, repayment of $1,285 under our revolving credit facility, $517 for repayment of the 2012 Convertible Senior Notes and $135 related to exercising the early purchase option related to the sale-leaseback of the refractory ore treatment plant in Nevada (classified as a capital lease). At June 30, 2013, $325 of the $3,000 revolving credit facility was used to secure the issuance of letters of credit, primarily supporting reclamation obligations (see “Off-Balance Sheet Arrangements” below).

Scheduled minimum debt repayments are $43 for the remainder of 2013, $558 in 2014, $11 in 2015, $11 in 2016, $1,087 in 2017 and $5,064 thereafter. We expect to be able to fund debt maturities and capital expenditures from Net cash provided by operating activities , short-term investments, existing cash balances and available credit facilities.

At June 30, 2013 and 2012, we were in compliance with all required debt covenants and other restrictions related to debt agreements.

Payment of conversion premium on debt. In February 2012, we elected to pay in cash a conversion premium of $172 upon repayment of the 2012 Convertible Senior Notes in lieu of issuing common shares.

Proceeds from stock issuance, net. We received proceeds of $2 and $15 during the first half of 2013 and 2012, respectively, from the issuance of common stock, primarily related to employee stock sales and option exercises.

Sale of noncontrolling interests. We received $32 in proceeds, net of transaction costs, during the first half of 2013 related to the TMAC transaction.

Acquisition of noncontrolling interests . In the first half of 2013, we advanced certain funds to PTPI, an unrelated noncontrolling shareholder of PTNNT, in accordance with a loan agreement. Our economic interest in PTNNT did not change as a result of these transactions.

Dividends paid to noncontrolling interests. We paid dividends of $2 and $3 to noncontrolling interests during the first half of 2013 and 2012, respectively.

Dividends paid to common stockholders. We declared regular quarterly dividends totaling $0.775 and $0.70 per common share for the six months ended June 30, 2013 and 2012, respectively. Additionally, Newmont Mining Corporation of Canada Limited, a subsidiary of the Company, declared regular quarterly dividends on its exchangeable shares totaling C$0.7914 per share through June 30, 2013 and C$0.6959 through June 30, 2012. We paid dividends of $385 and $347 to common stockholders in the first half of 2013 and 2012, respectively.

Discontinued Operations

Net operating cash used in discontinued operations was $11 and $8 in the first half of 2013 and 2012, respectively, related to payments on the Holt property royalty.

Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements: operating leases (as discussed in Note 28 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013) and $1,805 of outstanding letters of credit, surety bonds and bank guarantees (see Note 26 to the Condensed Consolidated Financial Statements).

We also have sales agreements to sell copper and gold concentrates at market prices as follows (in thousands of tons):


	2013		2014		2015		2016		2017		Thereafter
Batu Hijau		224		544		—		—		—		—
Boddington		127		176		154		154		154		99
Nevada		50		48		41		71		—		—

		401		768		195		225		154		99

Other Liquidity Matters

At June 30, 2013, the Company had $1,248 in cash and cash equivalents, of which $1,217 was held in foreign subsidiaries and is primarily held in U.S. dollar denominated accounts with the remainder in foreign currencies readily convertible to U.S. dollars. At June 30, 2013, $464 of the consolidated cash and cash equivalents was attributable to noncontrolling interests primarily related to our Indonesian and Peruvian operations which is being held to fund those operations and development projects. At June 30, 2013, $342 in consolidated cash and cash equivalents ($218 attributable to Newmont) was held at certain foreign subsidiaries that, if repatriated may be subject to withholding taxes, which would generate foreign tax credits in the U.S. As a result, we expect that there would be minimal U.S. tax liability upon repatriation of these amounts after considering available foreign tax credits. All other amounts represent earnings that are taxed in the U.S. on a current basis due to being held in U.S. subsidiaries or non-U.S. subsidiaries that are flow-through entities for U.S. tax purposes.

We believe that our liquidity and capital resources from U.S. operations and flow-through foreign subsidiaries are adequate to fund our U.S. operations and corporate activities.

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. 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. At June 30, 2013 and December 31, 2012, $1,360 and $1,341, respectively, were accrued for reclamation costs relating to currently or recently producing mineral properties.

In addition, we are involved in several matters concerning environmental obligations associated with former mining activities. Based upon our best estimate of our liability for these matters, $188 and $198 were accrued for such obligations at June 30, 2013 and December 31, 2012, respectively. We spent $12 and $27 during the first half of 2013 and 2012, respectively, for environmental obligations related to the former, primarily historic, mining activities and have classified $18 as a current liability at June 30, 2013.

During the first half of 2013 and 2012, capital expenditures were approximately $40 and $86, respectively, to comply with environmental regulations. Ongoing costs to comply with environmental regulations have not been a significant component of operating costs.

For more information on the Company’s reclamation and remediation liabilities, see Notes 4 and 26 to the Condensed Consolidated Financial Statements.

Accounting Developments

For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, see Note 2 to the Condensed Consolidated Financial Statements.

Non-GAAP Financial Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Adjusted net income (loss)

Management of the Company uses Adjusted net income (loss) to evaluate the Company’s operating performance, and for planning and forecasting future business operations. The Company believes the use of Adjusted net income (loss) allows investors and analysts to compare results of the continuing operations of the Company and its direct and indirect subsidiaries relating to the production and sale of minerals to similar operating results of other mining companies, by excluding exceptional or unusual items. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income (loss) attributable to Newmont stockholders is reconciled to Adjusted net income (loss) as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
Net income (loss) attributable to Newmont stockholders	$	(2,019	)	$	279	$	(1,704	)	$	769
Loss (income) from discontinued operations		(74	)		—		(74	)		71
Impairments/asset sales, net		1,497			7		1,501			24
Tax valuation allowance		535			—		535			—
Restructuring and other		11			—		16			—
Boddington contingent consideration		—			8		—			8
TMAC transaction costs		—			—		30			—

Adjusted net income (loss)	$	(50	)	$	294	$	304		$	872

Adjusted net income (loss) per share, basic	$	(0.10	)	$	0.59	$	0.61		$	1.76
Adjusted net income (loss) per share, diluted	$	(0.10	)	$	0.59	$	0.61		$	1.74

Net income (loss) attributable to Newmont stockholders for the three and six months ended June 30, 2013 was impacted by stockpile and leach pad write-downs of $272 and $275, respectively, net of tax and minority interest, which is not reflected in the table above.

Costs applicable to sales per ounce/pound

Costs applicable to sales per ounce/pound are non-GAAP financial measures. These measures are calculated by dividing the costs applicable to sales of gold and copper by gold ounces or copper pounds sold, respectively. These measures are calculated on a consistent basis for the periods presented on both a consolidated and attributable to Newmont basis. Attributable costs applicable to sales are based on our economic interest in production from our mines. For operations where we hold less than a 100% economic share in the production, we exclude the share of gold or copper production attributable to the noncontrolling interest. We include attributable costs applicable to sales per ounce/pound to provide management, investors and analysts with information with which to compare our performance to other gold producers. Costs applicable to sales per ounce/pound statistics are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently.

Net attributable costs applicable to sales per ounce measures the benefit of copper produced in conjunction with gold, as a credit against the cost of producing gold. A number of other gold producers present their costs net of the contribution from copper and other non-gold sales. We believe that including a measure on this basis provides management, investors and analysts with information with which to compare our performance to other gold producers, and to better assess the overall performance of our business. In addition, this measure provides information to enable investors and analysts to understand the importance of non-gold revenues to our cost structure.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measures.

Costs applicable to sales per ounce


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Costs applicable to sales:
Consolidated per financial statements ⁽¹⁾	$	1,178		$	894		$	2,127		$	1,796
Noncontrolling interests ⁽²⁾		(128	)		(96	)		(208	)		(187	)

Attributable to Newmont	$	1,050		$	798		$	1,919		$	1,609

Gold sold (thousand ounces):
Consolidated		1,331			1,313			2,583			2,768
Noncontrolling interests ⁽²⁾		(150	)		(191	)		(289	)		(373	)

Attributable to Newmont		1,181			1,122			2,294			2,395

Costs applicable to sales per ounce:
Consolidated	$	885		$	681		$	824		$	649
Attributable to Newmont	$	889		$	711		$	837		$	672

⁽¹⁾	Includes by-product credits of $48 and $88 in the second quarter and first six months of 2013, respectively and $48 and $106 in the second quarter and first six months of 2012, respectively.

⁽²⁾	Relates to partners’ interests in Batu Hijau and Yanacocha.

Costs applicable to sales per pound


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Costs applicable to sales:
Consolidated per financial statements ⁽¹⁾	$	475		$	108		$	570		$	223
Noncontrolling interests ⁽²⁾		(213	)		(36	)		(237	)		(80	)

Attributable to Newmont	$	262		$	72		$	333		$	143

Copper sold (million pounds):
Consolidated		56			46			99			104
Noncontrolling interests ⁽²⁾		(19	)		(16	)		(31	)		(38	)

Attributable to Newmont		37			30			68			66

Costs applicable to sales per pound:
Consolidated	$	8.53		$	2.35		$	5.75		$	2.14
Attributable to Newmont	$	7.13		$	2.40		$	4.87		$	2.17

⁽¹⁾	Includes by-product credits of $1 and $2 in the second quarter and first six months of 2013, respectively and $2 and $5 in the second quarter and first six months of 2012, respectively.

⁽²⁾	Relates to partners’ interests in Batu Hijau.

Net attributable costs applicable to sales per ounce


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Attributable costs applicable to sales:
Gold	$	1,050		$	798		$	1,919		$	1,609
Copper		262			72			333			143

		1,312			870			2,252			1,752

Copper revenue:
Consolidated		(148	)		(130	)		(283	)		(363	)
Noncontrolling interests ⁽¹⁾		51			45			87			134

		(97	)		(85	)		(196	)		(229	)

Net attributable costs applicable to sales	$	1,215		$	785		$	2,056		$	1,523

Attributable gold ounces sold (thousands)		1,181			1,122			2,294			2,395
Net attributable costs applicable to sales per ounce	$	1,029		$	700		$	896		$	636

⁽¹⁾	Relates to partners’ interests in Batu Hijau.

All-In Sustaining Costs

The World Gold Council (“WGC”) is a non-profit association of the world’s leading gold mining companies, established in 1987 to promote the use of gold from industry, consumers and investors. The WGC has worked with its member companies to develop a metric that expands on GAAP measures such as cost of goods sold and non-GAAP measures to provide visibility into the economics of a gold mining company regarding its expenditures, operating performance and the ability to generate cash flow from operations. Newmont is a member company of the WGC and has been working with the fellow members and the WGC to develop an all-in sustaining cash cost measure. In June 2013, WGC’s Board approved the “all-in sustaining cash-cost non-GAAP measure” as a measure to increase investor’s visibility by better defining the total costs associated with producing gold. The WGC is not a regulatory industry organization and does not have the authority to develop accounting standards or disclosure requirements.

Current GAAP-measures used in the gold industry, such as cost of goods sold, do not capture all of the expenditures incurred to discover, develop, and sustain gold production. Therefore, we believe that all-in sustaining costs and attributable all-in sustaining costs are non-GAAP measures that provide additional information to management, investors, and analysts that aid in the understanding of the economics of our operations and performance compared to other gold producers.

All-in sustaining costs amounts are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles and policies applied, in accounting frameworks such as International Financial Reporting Standards (“IFRS”). Differences may also arise related to a different definition of sustaining versus development capital activities based upon each company’s internal policy.

In determining All-in sustaining costs, the cost associated with producing and selling an ounce of gold is reduced by the benefit received from the sale of copper pounds. This is consistent with how we determine “Net attributable costs applicable to sales” per ounce. We determined “sustaining capital” as those capital expenditures that are necessary to maintain current production and execute the current mine plan. Capital expenditures to develop new operations or related to projects at existing operations where these projects will enhance production or reserves are considered development. All other costs related to existing operations are considered sustaining and are included in our All-in sustaining cost non-GAAP financial measure. These costs include the income statement line items Costs applicable to sales , General and administrative , Exploration , Advanced projects, research and development and Other expense, net . However, we exclude certain expenses from Other expense, net to be consistent with the adjustments made to Net income (loss) as disclosed in the Company’s non-GAAP financial measure Adjusted net income (loss), above. In addition we add in remediation costs and sustaining capital expenditures. The sum of these costs, less copper sales is divided by gold ounces sold to determine a per ounce amount. Attributable all-in sustaining costs are based on our economic interest in production from our mines. For operations where we hold less than a 100% economic share in the production, we exclude the share of gold or copper production attributable to the noncontrolling interest.

The following tables reconcile these non-GAAP measures to the most directly comparable GAAP measures:


Three Months Ended June 30, 2013	Costs Applicable to Sales ⁽¹⁾⁽²⁾		Remediation Costs ⁽³⁾		Advanced Projects and Exploration		General and Administrative		Other Expense, Net ⁽⁴⁾			Sustaining Capital ⁽⁵⁾		Copper Sales			All-In Sustaining Costs		Ounces Sold (000) ⁽⁶⁾		All-In Sustaining Costs per ounce
Nevada	$	276	$	4	$	28	$	—	$	3		$	78	$	—		$	389		399	$	975
La Herradura		42		—		15		—		—			41		—			98		54		1,815
Other North America		—		—		—		—		1			—		—			1		—

North America		318		4		43		—		4			119		—			488		453		1,077

Yanacocha		197		23		10		—		23			33		—			286		296		966
Other South America		—		—		5		—		—			—		—			5		—

South America		197		23		15		—		23			33		—			291		296		983

Attributable to Newmont																		152		152		1,000

Boddington		314		2		—		—		—			29		(49	)		296		193		1,534
Other Australia/New Zealand		263		5		12		—		16			37		—			333		235		1,417

Australia/New Zealand		577		7		12		—		16			66		(49	)		629		428		1,470

Batu Hijau		476		3		5		—		7			33		(99	)		425		12		35,417
Other Indonesia		—		—		—		—		1			—		—			1		—

Indonesia		476		3		5		—		8			33		(99	)		426		12		35,500

Attributable to Newmont																		207		6		34,500

Ahafo		85		1		11		—		7			30		—			134		142		944
Akyem		—		—		2		—		—			—		—			2		—
Other Africa		—		—		5		—		1			—		—			6		—

Africa		85		1		18		—		8			30		—			142		142		1,000

Corporate and Other		—		—		29		54		(5	)		6		—			84		—

Consolidated	$	1,653	$	38	$	122	$	54	$	54		$	287	$	(148	)	$	2,060		1,331	$	1,548

Attributable to Newmont ⁽⁶⁾																	$	1,702		1,181	$	1,441

(1)	Excludes Amortization and Reclamation and remediation.

(2)	Includes stockpile and leach pad write-downs of $48 at Yanacocha, $86 at Boddington, $47 at Other Australia/New Zealand, and $366 at Batu Hijau.

(3)	Remediation costs include operating accretion and amortization of asset retirement costs.

(4)	Other expense, net is adjusted for restructuring of $21.

(5)	Excludes capital expenditures for the following development projects: Phoenix Copper Leach, Turf Vent Shaft, Yanacocha Bio Leach, Conga, Merian, Ahafo Mill Expansion, and Akyem for 2013.

(6)	Excludes our attributable production from La Zanja and Duketon.


Three Months Ended June 30, 2012	Costs Applicable to Sales ⁽¹⁾		Remediation Costs ⁽²⁾			Advanced Projects and Exploration		General and Administrative		Other Expense, Net ⁽³⁾			Sustaining Capital ⁽⁴⁾		Copper Sales			All-In Sustaining Costs			Ounces Sold (000) ⁽⁵⁾		All-In Sustaining Costs per ounce
Nevada	$	258	$	3		$	43	$	—	$	5		$	173	$	—		$	482			361	$	1,335
La Herradura		33		—			11		—		—			7		—			51			59		864
Other North America		—		—			1		—		2			—		—			3			—

North America		291		3			55		—		7			180		—			536			420		1,276

Yanacocha		177		9			18		—		20			145		—			369			380		971
Conga		—		—			12		—		—			—		—			12			—
Other South America		—		—			19		—		—			—		—			19			—

South America		177		9			49		—		20			145		—			400			380		1,053

Attributable to Newmont																			215			194		1,108

Boddington		195		2			2		—		1			29		(42	)		187			164		1,140
Other Australia/New Zealand		182		5			22		—		16			52		—			277			206		1,345

Australia/New Zealand		377		7			24		—		17			81		(42	)		464			370		1,254

Batu Hijau		81		3			7		—		10			28		(88	)		41			12		3,417
Other Indonesia		—		—			—		—		(4	)		—		—			(4	)		—

Indonesia		81		3			7		—		6			28		(88	)		37			12		3,083

Attributable to Newmont																			16			6		2,667

Ahafo		76		(1	)		11		—		6			21		—			113			131		863
Akyem		—		—			5		—		—			—		—			5			—
Other Africa		—		—			3		—		—			—		—			3			—

Africa		76		(1	)		19		—		6			21		—			121			131		924

Corporate and Other		—		—			34		57		6			6		—			103			—

Consolidated	$	1,002	$	21		$	188	$	57	$	62		$	461	$	(130	)	$	1,661			1,313	$	1,265

Attributable to Newmont ⁽⁵⁾																		$	1,455			1,121	$	1,298

(1)	Excludes Amortization and Reclamation and remediation.

(2)	Remediation costs include operating accretion and amortization of asset retirement costs.

(3)	Other expense, net is adjusted for Hope Bay care and maintenance of $52 and Boddington contingent consideration of $12.

(4)	Excludes capital expenditures for the following development projects: Phoenix Copper Leach, Turf Vent Shaft, Emigrant, Yanacocha Bio Leach, Conga, Merian, Tanami Shaft, Ahafo Mill Expansion, and Akyem for 2012.

(5)	Excludes our attributable production from La Zanja and Duketon.


Six Months Ended June 30, 2013	Costs Applicable to Sales ⁽¹⁾⁽²⁾		Remediation Costs ⁽³⁾		Advanced Projects and Exploration		General and Administrative		Other Expense, Net ⁽⁴⁾			Sustaining Capital ⁽⁵⁾		Copper Sales			All-In Sustaining Costs			Ounces Sold (000) ⁽⁶⁾		All-In Sustaining Costs per ounce
Nevada	$	548	$	7	$	53	$	—	$	8		$	136	$	—		$	752			750	$	1,003
La Herradura		82		—		21		—		—			50		—			153			109		1,404
Other North America		—		—		1		—		3			—		—			4			—

North America		630		7		75		—		11			186		—			909			859		1,058

Yanacocha		355		45		23		—		37			70		—			530			575		922
Conga		—		—		1		—		(1	)		—		—			—			—
Other South America		—		—		10		—		1			—		—			11			—

South America		355		45		34		—		37			70		—			541			575		941

Attributable to Newmont																		283			295		959

Boddington		536		4		—		—		1			54		(114	)		481			393		1,224
Other Australia/New Zealand		495		12		24		—		28			77		—			636			476		1,336

Australia/New Zealand		1,031		16		24		—		29			131		(114	)		1,117			869		1,285

Batu Hijau		530		6		11		—		14			56		(169	)		448			19		23,579
Other Indonesia		—		—		—		—		(2	)		—		—			(2	)		—

Indonesia		530		6		11		—		12			56		(169	)		446			19		23,474

Attributable to Newmont																		215			9		23,889

Ahafo		151		2		24		—		14			75		—			266			261		1,019
Akyem		—		—		5		—		—			—		—			5			—
Other Africa		—		—		8		—		1			—		—			9			—

Africa		151		2		37		—		15			75		—			280			261		1,073

Corporate and Other		—		—		52		110		(4	)		7		—			165			—

Consolidated	$	2,697	$	76	$	233	$	110	$	100		$	525	$	(283	)	$	3,458			2,583	$	1,339

Attributable to Newmont ⁽⁶⁾																	$	2,969			2,293	$	1,295

(1)	Excludes Amortization and Reclamation and remediation.

(2)	Includes stockpile and leach pad write-downs of $53 at Yanacocha, $86 at Boddington, $50 at Other Australia/New Zealand, and $366 at Batu Hijau.

(3)	Remediation costs include operating accretion and amortization of asset retirement costs.

(4)	Other expense, net is adjusted for restructuring of $30 and TMAC transaction costs of $45.

(5)	Excludes capital expenditures for the following development projects: Phoenix Copper Leach, Turf Vent Shaft, Yanacocha Bio Leach, Conga, Merian, Ahafo Mill Expansion, and Akyem for 2013.

(6)	Excludes attributable sales from La Zanja and Duketon.


Six Months Ended June 30, 2012	Costs Applicable to Sales ⁽¹⁾		Remediation Costs ⁽²⁾		Advanced Projects and Exploration		General and Administrative		Other Expense, Net ⁽³⁾			Sustaining Capital ⁽⁴⁾		Copper Sales			All-In Sustaining Costs			Ounces Sold (000) ⁽⁵⁾		All-In Sustaining Costs per ounce
Nevada	$	525	$	6	$	77	$	—	$	10		$	303	$	—		$	921			794	$	1,160
La Herradura		65		—		17		—		—			28		—			110			113		973
Other North America		—		—		1		—		3			—		—			4			—		—

North America		590		6		95		—		13			331		—			1,035			907		1,141

Yanacocha		338		17		35		—		35			233		—			658			731		900
Conga		—		—		39		—		—			—		—			39			—		—
Other South America		—		—		44		—		—			1		—			45			—		—

South America		338		17		118		—		35			234		—			742			731		1,015

Attributable to Newmont																		403			375		1,075

Boddington		362		4		5		—		2			52		(103	)		322			340		947
Other Australia/New Zealand		372		11		43		—		28			108		—			562			458		1,227

Australia/New Zealand		734		15		48		—		30			160		(103	)		884			798		1,108

Batu Hijau		185		6		14		—		32			61		(260	)		38			33		1,152
Other Indonesia		—		—		—		—		(3	)		—		—			(3	)		—		—

Indonesia		185		6		14		—		29			61		(260	)		35			33		1,061

Attributable to Newmont																		15			16		938

Ahafo		172		2		22		—		11			41		—			248			299		829
Akyem		—		—		9		—		—			—		—			9			—		—
Other Africa		—		—		5		—		1			—		—			6			—		—

Africa		172		2		36		—		12			41		—			263			299		880

Corporate and Other		—		—		67		111		13			15		—			206			—		—

Consolidated	$	2,019	$	46	$	378	$	111	$	132		$	842	$	(363	)	$	3,165			2,768	$	1,143

Attributable to Newmont ⁽⁵⁾																	$	2,806			2,395	$	1,172

(1)	Excludes Amortization and Reclamation and remediation.

(2)	Remediation costs include operating accretion and amortization of asset retirement costs.

(3)	Other expense, net is adjusted for Hope Bay care and maintenance of $102 and Boddington contingent consideration of $12.

(4)	Excludes capital expenditures for the following development projects: Phoenix Copper Leach, Turf Vent Shaft, Emigrant, Yanacocha Bio Leach, Conga, Merian, Tanami Shaft, Ahafo Mill Expansion, and Akyem for 2012.

(5)	Excludes our attributable production from La Zanja and Duketon.

Operating margin per ounce/pound

Operating margin per ounce/pound are non-GAAP financial measures. These measures are calculated by subtracting the costs applicable to sales per ounce of gold and per pound of copper from the average realized gold price per ounce and copper price per pound, respectively. These measures are calculated on a consistent basis for the periods presented on a consolidated basis. Operating margin per ounce/pound statistics are intended to provide additional information only and do not have any standardized meaning prescribed by GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP. Other companies may calculate these measures differently. Operating margin per ounce/pound is calculated as follows:


	Gold
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Average realized price per ounce	$	1,386		$	1,598		$	1,505		$	1,643
Costs applicable to sales per ounce		(885	)		(681	)		(824	)		(649	)

	$	501		$	917		$	681		$	994


	Copper
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Average realized price per pound	$	2.66		$	2.85		$	2.86		$	3.49
Costs applicable to sales per pound		(8.53	)		(2.35	)		(5.75	)		(2.14	)

	$	(5.87	)	$	0.50		$	(2.89	)	$	1.35

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 Newmont’s 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, 2012, 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.

Decreases in the market price of gold and copper can also significantly affect the value of our product inventory and stockpiles and it may be necessary to record a write-down to the net realizable value (“NRV”). NRV represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of stockpiles and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies, as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile NRV for each mine site reporting unit at June 30, 2013 included production cost and capitalized expenditure assumptions unique to each operation, a long-term gold price of $1,400 per ounce, a long-term copper price of $3.00 per pound and an Australian to U.S. dollar exchange rate of $ 0.935. A 10% decrease in long term gold and copper prices at June 30, 2013, would have resulted in additional stockpiles and leach pads write-downs before tax in the range of approximately $650 to $700 before tax and minority interest.

The NRV measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Hedging

Our strategy is to provide shareholders with leverage to changes in gold and copper prices by selling our production at spot market prices. Consequently, we do not hedge our gold and copper sales. We have and will continue to manage certain risks associated with commodity input costs, interest rates and foreign currencies using the derivative market.

By using derivatives, we are affected by credit risk, market risk and market liquidity risk. Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. We mitigate credit risk by entering into derivatives with high credit quality counterparties, limiting the amount of exposure to each counterparty, and monitoring the financial condition of the counterparties. Market risk is the risk that the fair value of a derivative might be adversely affected by a change in underlying commodity prices, interest rates, or currency exchange rates, and that this in turn affects our financial condition. We manage market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We mitigate this potential risk to our financial condition by establishing trading agreements with counterparties under which we are not required to post any collateral or make any margin calls on our derivatives. Our counterparties cannot require settlement solely because of an adverse change in the fair value of a derivative. Market liquidity risk is the risk that a derivative cannot be eliminated quickly, by either liquidating it or by establishing an offsetting position. Under the terms of our trading agreements, counterparties cannot require us to immediately settle outstanding derivatives, except upon the occurrence of customary events of default such as covenant breaches, including financial covenants, insolvency or bankruptcy. We further mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

Cash Flow Hedges

We utilize foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in exchange rates. We hedge a portion of our A$ and NZ$ denominated operating expenditures which results in a blended rate realized each period. The hedging instruments are fixed forward contracts with expiration dates ranging up to five years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ and $/NZ$ rates, respectively. We use diesel contracts to reduce the variability of our operating cost exposure related to diesel prices of fuel consumed at our Nevada operations. All of the currency, diesel and forward starting swap contracts have been designated as cash flow hedges of future expenditures, and as such, changes in the market value have been recorded in Accumulated other comprehensive income . Gains and losses from hedge ineffectiveness are recognized in current earnings .

Foreign Currency Exchange Risk

We had the following foreign currency derivative contracts outstanding at June 30, 2013:


	Expected Maturity Date
	2013			2014			2015			2016			2017			2018			Total Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		656			1,117			847			564			273			44			3,501
Average rate ($/A$)		0.95			0.93			0.92			0.92			0.91			0.89			0.93
Expected hedge ratio		83	%		67	%		51	%		33	%		17	%		7	%
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		40			50			10			—			—			—			100
Average rate ($/NZ$)		0.80			0.80			0.79			—			—			—			0.80
Expected hedge ratio		63	%		41	%		16	%		—			—			—

The fair value of the A$ foreign currency operating derivative contracts was a net liability position of $165 at June 30, 2013 and a net asset position of $250 at December 31, 2012. The fair value of the NZ$ foreign currency derivative contracts was a liability position of $3 at June 30, 2013 and a net asset position of $2 at December 31, 2012.

Diesel Price Risk

We had the following diesel derivative contracts outstanding at June 30, 2013:


	Expected Maturity Date
	2013			2014			2015			2016			Total Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		14			21			10			2			47
Average rate ($/gallon)		2.90			2.87			2.77			2.70			2.85
Expected hedge ratio		65	%		49	%		25	%		7	%

The fair value of the diesel derivative contracts was a liability position of $3 at June 30, 2013 and a net asset position of $1 at December 31, 2012.

Forward Starting Swaps

During 2011, we entered into forward starting interest rate swap contracts with a total notional value of $2,000. These contracts hedged movements in treasury rates related to a debt issuance that occurred in the first quarter of 2012. On March 8, 2012, we closed the sale of $2,500 senior notes consisting of 3.5% senior notes due 2022 in the principal amount of $1,500 (10-year notes), and 4.875% senior notes due 2042 in the principal amount of $1,000 (30-year notes). As a result, the forward-starting interest rate swaps were settled for $362, of which $349 represented the effective portion of the hedging instrument included in Accumulated other comprehensive income(loss) . The net proceeds from the debt issuance were adjusted by the settlement amount of the swap contracts and included as a financing activity in the Condensed Consolidated Statements of Cash Flow.

Commodity Price Risk

Our provisional copper and gold sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the gold and copper concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through earnings each period prior to final settlement.

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.

Changes in Internal Controls

The Company maintains a system of internal control over financial reporting that is designed to provide reasonable assurance that its books and records accurately reflect transactions and that established policies and procedures are followed. The Company is implementing an enterprise resource planning (“ERP”) system on a staged basis at its most significant subsidiaries around the world, excluding Indonesia. The Company began the implementation of the ERP system in North America during the second quarter of 2012 and continued with the implementation in South America during the third quarter of 2012, Australia/New Zealand during the fourth quarter of 2012 and Africa in the first quarter of 2013, which resulted in a change to its system of internal control over financial reporting. The Company is implementing the global ERP system to improve standardization and automation, and not in response to a deficiency in its internal control over financial reporting. The Company believes that the implementation of the ERP system and related changes to internal controls will enhance its internal controls over financial reporting while providing the ability to scale its business in the future. See Item 1A in the Company’s most recently filed Form 10-K for risk factors related to the implementation and integration of information technology systems. The Company has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of change and will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 26 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

ITEM 1A.

RISK FACTORS.

There were no material changes to the risk factors disclosed in Item 1A of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 22, 2013.

ITEM 2.

ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

(b)

(c)

(d)

Period

Total
Number of
Shares
Purchased

Average
Price
Paid Per
Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Maximum Number (or
Approximate Dollar Value)
of Shares that may yet be
Purchased under the
Plans or Programs

April 1, 2013 through April 30, 2013

—

N/A

May 1, 2013 through May 31, 2013

⁽¹⁾

32.36

—

N/A

June 1, 2013 through June 30, 2013

—

N/A

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

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES

At Newmont, safety is a core value and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Newmont, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.

In addition, we have established our “Rapid Response” process to mitigate and prevent the escalation of adverse consequences if existing risk management controls fail, particularly if an incident may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, so as to reduce the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, to ensure communications are being carried out in accordance with legal and ethical requirements and to identify actions in addition to those addressing the immediate hazards.

The operation of our U.S. based mines is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years.

Newmont is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference into this Quarterly Report.

ITEM 5.

OTHER INFORMATION.

None.

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.


		N EWMONT M INING C ORPORATION (Registrant)

Date: July 25, 2013		/s/ THOMAS P. MAHONEY
		Thomas P. Mahoney Interim Chief Financial Officer (Principal Financial Officer)

Date: July 25, 2013		/s/ CHRISTOPHER S. HOWSON
		Christopher S. Howson Vice President and Controller (Principal Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description

10.1	-	2013 Executive Severance Plan of Newmont, Amended and Restated Effective June 1, 2013, filed herewith.

10.2	-	Section 16 Officer and Senior Executive Annual Incentive Compensation Program of Registrant, effective January 1, 2013, filed herewith.

10.3	-	Senior Executive Compensation Program of Registrant, Amended and Restated Effective January 1, 2013, filed herewith.

10.4	-	Strategic Stock Unit Bonus Program for Grades E-5 to E-6 of Registrant, effective January 1, 2013, filed herewith.

10.5	-	Executive Severance Release and Waiver, dated May 2, 2013, between Russell Ball and Newmont International Services Limited, filed herewith.

10.6	-	Form of Award Agreement used for Executive Officers to grant restricted stock units, pursuant to Registrant’s 2013 Stock Incentive Plan, filed herewith.

10.7	-	Form of Award Agreement used for employees grades 107-109 to grant restricted stock units, pursuant to Registrant’s 2013 Stock Incentive Plan, filed herewith.

10.8	-	Form of Award Agreement used for non-employee directors to grant director stock units pursuant to Registrant’s 2013 Stock Incentive Plan, filed herewith.

12.1	-	Computation of Ratio of Earnings to Fixed Charges, filed herewith.

31.1	-	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.

31.2	-	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer, filed herewith.

32.1	-	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the 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 the Chief Financial Officer, filed herewith. ⁽¹⁾

95	-	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith.

101	-	101.INS XBRL Instance 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation 101.LAB XBRL Taxonomy Extension Labels 101.PRE XBRL Taxonomy Extension Presentation 101.DEF XBRL Taxonomy Extension Definition

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

Exhibit 10.1

EXECUTIVE SEVERANCE PLAN OF NEWMONT

Amended and Restated Effective June 1, 2013

EXECUTIVE SEVERANCE PLAN OF NEWMONT

INTRODUCTION

Newmont USA Limited, and certain related entities (“Newmont”), hereby amends and restates this Executive Severance Plan of Newmont (the “Plan”) effective June 1, 2013 for the purpose of providing certain Executive Employees as defined below with severance benefits. The Plan was originally established effective October 26, 2011.

This Plan is intended to constitute a health and welfare benefit plan under the Employee Retirement Income Security Act of 1974 and not subject to the provisions of Internal Revenue Code Section 409A. Notwithstanding any provision herein to the contrary, Newmont explicitly reserves the right to amend or modify the Plan in any manner necessary to comply with any laws or regulations that may be determined by Newmont as applicable to the Plan.

ARTICLE I

DEFINITIONS

The definitions set forth in the Employee Benefits Plan shall apply for purposes of this Plan. In addition, the following definitions shall apply to the Plan.

“ Administration Committee ” means the committee appointed by the Board or its delegate in writing which serves in accordance with Article VI.

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

“ Board ” means the Board of Directors of Newmont USA Limited.

“ Cause ” means: a) engagement in illegal conduct or gross negligence or willful misconduct, provided that if the Executive Employee acted in accordance with an authorized written opinion of Employer’s, or an affiliated entity’s, legal counsel, such action will not constitute “Cause;” b) any dishonest or fraudulent activity by the Executive Employee or the reasonable belief by the Employer of the Executive Employee’s breach of any contract, agreement or representation with the Employer or an affiliated entity, or c) violation of Newmont Mining Corporation’s Code of Business Ethics and Conduct.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Date of Termination ” means the date on which an Executive Employee ceases to be an Employee of the Employer or its Affiliated Entities.

“ Disability ” means a condition that causes the Employee to terminate employment with the Employer and/or all participating Employers and the Employee has immediately begun receiving benefits from a disability plan of Newmont following termination of employment.

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

“ Employer ” means Newmont USA Limited and any Affiliated Entities.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Executive Employee ” means an Employee with the classification or title of Chief Executive Officer (“CEO”), Executive Vice President (“E2-E3”), Senior Vice President (“E4”), Vice President (“E5”), Group Executive (“E6”) or Director (“109”) and is on the Newmont’s United States payroll.

“ Involuntary Termination ” means any involuntary termination of employment of an Executive Employee by the Employer for any reason other than: (a) Cause, as determined in the sole discretion of Employer, (or if after termination it is determined the Executive Employee could have been terminated for Cause), (b) termination of employment due to disability under a disability plan of Newmont (as determined by the Administration Committee or its delegate in its sole discretion), (c) retirement as of Normal or Early Retirement pursuant to the Pension Plan of Newmont as those terms are defined therein, and (d) death of the Executive Employee prior to termination of employment. An Involuntary Termination shall not be deemed to have occurred if the Executive Employee accepts any position with Employer, or the Employer offers the Executive Employee employment within a 75 mile radius of the Executive Employee’s prior position, at Executive Employee’s same or higher annual base salary and within one compensation grade level of Executive Employee’s prior position.

“ Plan ” means this Executive Severance Plan of Newmont.

“ Salary ” means the Executive Employee’s annual base salary as of termination of employment. Salary shall not include any extra pay for foreign service or foreign assignment, hardship pay, moving allowances, the cost of goods and services, danger pay, the value of any stock/equity based compensation (including but not limited to stock options, deferred stock, restricted stock, restricted stock units, common stock or performance stock units).

“ Service ” means continuous service with the Employer or an Affiliated Entity commencing on the Executive Employee’s date of hire and each successive 12-month period.

ARTICLE II

ELIGIBILITY

Section 2.01. General Eligibility Requirements . The benefits provided under this Plan will be available to any Executive Employee employed by Newmont or any of its U.S. based affiliates in salary grades 109 to E-1 at the time of termination of employment provided the following requirements are met:

(a) The Executive Employee leaves employment with the Employer due to Involuntary Termination; and

(b) The Executive Employee delivers to the Administration Committee or its delegate, an executed Waiver and Release that conforms to Section 7.05 and the Waiver and Release becomes irrevocable not later than seventy (70) days following the date of the Executive Employee’s Involuntary Termination (or such earlier date as is indicated on such Waiver and Release). The Company shall furnish such a Waiver and Release to Executive Employee no later than twenty-five (25) days following the Executive Employee’s Involuntary Termination.

Subject to the coordination provisions of Section 3.02 pertaining to change in control plans, if an Executive Employee is eligible for benefits under this Plan, the Executive Employee shall not be entitled to severance benefits under any other severance plan of Newmont, including but not limited to the Severance Plan of Newmont.

Section 2.02. Voluntary Special Retirement Program . Notwithstanding anything in this Article II to the contrary, an individual who receives benefits under a voluntary special retirement program shall not be eligible to receive any benefit under this Plan unless otherwise specified by the Board or its delegate.

ARTICLE III

BENEFITS

Section 3.01. Basic Severance Benefits . Severance benefits shall consist of a portion of Salary calculated as follows:

Salary Schedule by Grade


Salary Grade		Benefit
CEO	E1	24 months of Salary

EVP	E2 E3	15 months of Salary + 1 month of Salary for every year of Service up to a maximum total of 18 months of Salary

SVP	E4	12 months of Salary + 1 month of Salary for every year of Service up to a maximum total of 15 months of Salary

VP	E5	12 months of Salary

Group Executive	E6	9 months of Salary + 1 month of Salary for every year of Service up to a maximum total of 12 months of Salary

Senior Director	109	6 months of Salary + 1 month of Salary for every year of Service up to a maximum total of 9 months of Salary

Monthly Salary is determined in one-twelfth increments based on regular annual Salary at the time of termination of employment.

Section 3.02. Coordination With Certain Change in Control Programs . If an Executive Employee who is eligible for benefits and payments under this Plan is also eligible to receive benefits and payments under a change of control plan of Newmont, the Executive Employee shall only be entitled to receive payments and benefits under this Plan or under the applicable change of control plan, but not both, and shall be entitled to receive the greater of the benefits and payments otherwise payable under this Plan or the benefits and payments otherwise payable under the applicable change of control plan.

Section 3.03. Payment of Severance Benefits . The amount of severance benefits payable to an Executive Employee under this Article III shall be paid in a single cash lump sum as soon as administratively possible following the date of the Executive Employee’s termination of employment and the Executive Employee’s execution of a release described in Section 7.05 and the expiration of the applicable revocation period. Such amount shall be paid no later than the fifteenth day of the third month following the year in which the Executive Employee met the requirements to receive benefits under this Plan.

Section 3.04. Other Benefits .

(a) Medical, Vision, Prescription Drug and Dental Coverage . An Executive Employee who is eligible to receive severance benefits under this Plan will be entitled to Employer paid Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage for medical, vision, prescription drug and dental plan (if and as such plans then exist) for a period of months equal to the number of months of Salary that the Executive Employee receives as a severance benefit as determined under Article III, if the Executive Employee elects COBRA coverage. However, in no event shall the Employer paid COBRA coverage extend beyond the period of time that the Executive Employee would otherwise be entitled to continue coverage under the provisions of COBRA. The COBRA period will run concurrent with medical coverage provided for under this Section. In the event the number of months of salary paid as a severance benefit is less than the Employee’s COBRA period, COBRA coverage shall continue at the Employee’s expense for the remaining COBRA period.

(b) Life Insurance Plan . An Executive Employee will continue to be covered under the basic group term life insurance portion of the Employer’s life insurance and accidental death and dismemberment insurance plan (the “Life Insurance Plan”) (if and as such plan then exists) to the extent such benefits are paid by the Employer insuring the lives of the Executive Employee and his spouse for a period of months equal to the number of months of Salary that the Executive Employee receives as a severance benefit, but such coverage under the Life Insurance Plan shall not exceed six months from the date of the Executive Employee’s termination of employment. Coverage under the Life Insurance Plan will cease at the end of such period without any notification by the Employer to the Executive Employee. Any supplemental life insurance coverage and accidental death and dismemberment coverage under the Life Insurance Plan will terminate on the Executive Employee’s termination of employment.

(c) Outplacement Services. An Executive Employee who is eligible to receive severance benefits under this Plan will be entitled to outplacement services with a vendor of Employer’s choice for the period determined by Employer, not to exceed 12 months beginning with the month immediately following termination of employment.

(d) Controlling Plan Provisions . Benefits provided pursuant to this Section 3.04 shall be governed by the respective benefit plans including rules pertaining to HIPAA, COBRA and claims for benefits.

Section 3.05. Return of Benefits in the Event of Cause . In the event the Employer determines that Cause existed for the termination of an Executive Employee’s employment after the Executive Employee has been offered or received benefits pursuant to this Plan, the Employer shall be entitled to recover such amounts from the Executive Employee or offset any other amounts owed by the Employer to the Executive Employee.

Section 3.06. Offset for Worker Adjustment and Retraining Notification Act Benefits . In the event an Executive Employee is entitled to benefits under the Plan and is also entitled to benefits under the Worker Adjustment and Retraining Notification Act (“WARN”), then any salary paid during a WARN notice period, and any medical, vision, prescription drug and dental and life insurance coverage during a WARN notice period shall reduce the payments and benefits to the Executive Employee under sections 3.01, 3.02 and 3.05 of this Article III of the Plan. In the event an Executive Employee’s benefits under this Plan are exhausted by the payments with respects to the WARN notice period, such Salaried Employee shall not be entitled to any benefits under this Plan.

ARTICLE IV

CONTINUATION OF HEALTH CARE COVERAGE

Continuation of coverage under the Plan shall be permitted only with respect to health coverage described in Section 3.04(a) in accordance with the applicable health plan and Section 3.04(a) of this Plan. No continuation of coverage is otherwise permitted under this Plan.

ARTICLE V

PROTECTION OF MEDICAL PRIVACY

The Plan is generally not subject to HIPAA. HIPAA shall apply only with respect to medical benefits described in Section 3.04(a) in accordance with the applicable health plan.

ARTICLE VI

ADMINISTRATION COMMITTEE AND CLAIMS FOR BENEFITS

Section 6.01. Appointment of the Administration Committee . The Board or its delegate shall appoint the members of the Administration Committee who may be, but need not be, officers, directors or Employees of Newmont. The members of the Administration Committee shall hold office at the pleasure of the Board and shall serve without compensation.

Section 6.02. Responsibilities of the Administration Committee . The Administration Committee shall be responsible for the administration, operation and interpretation of the Plan. The Administration Committee shall establish rules from time to time for the transaction of its business. The Administration Committee shall have the exclusive right to interpret the Plan’s provisions and to exercise discretion where necessary or appropriate in the interpretation and administration of the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan. Such decisions, actions and records of the Administration Committee shall be conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan. Any decisions by the Administration Committee in respect of eligibility for benefits under the Plan shall be subject to de novo review.

The Administration Committee may delegate some or all of its authority under the Plan to any person, persons or entities. The Administration Committee may remove any duly appointed delegate at any time at its sole discretion.

Section 6.03. Organization of the Administration Committee . The Administration Committee shall adopt such rules as it deems desirable for the conduct of its affairs and for the administration of its duties under the Plan. The Administration Committee may appoint agents (who need not be members of the Administration Committee) to whom it may delegate such powers as it deems appropriate. The Administration Committee may make its determinations with or without meetings, and it may authorize one or more of its members or agents to sign instructions, notices and determinations on its behalf. Any action taken by the Administration Committee shall be taken by a majority of the members attending a meeting of the Administration Committee (provided at least a majority of the Administration Committee members are at such meeting) or by a majority of the members of the Administration Committee executing a written instrument setting forth the action taken.

Section 6.04. Indemnification of Administration Committee Members . Newmont shall indemnify the members of the Administration Committee against any and all claims, loss, damages, expense (including attorney fees) and liability arising from any action or failure to act, except when the same is judicially determined to be due to the gross negligence or willful misconduct of such member. Such indemnification shall include the Administration Committee members or any individuals delegated authority by the Administration Committee if such individuals are employed by Newmont or an Affiliated Entity. Newmont does not hereby indemnify any entity or person that is not an Employee of Newmont or an Affiliated Entity. The indemnification provided hereunder shall continue as to a person who has ceased acting as a director, officer, member, agent or Employee of the Employer, and such person’s rights shall inure to the benefit of his heirs and representatives.

Section 6.05. Benefits Claims and Appeals . The intention of Newmont is that the Plan be construed as a “welfare plan,” as defined in Section 3(1) of ERISA, and this Section 6.05 shall apply. The Administration Committee shall establish a claims and appeals procedure applicable to persons eligible to participate in the Plan. Unless otherwise required by applicable law, such procedures will provide that any such person has not less than 60 days following receipt of any adverse benefit determination within which to appeal the determination in writing with the Administration Committee, and that the Administration Committee must respond in writing within 60 days of receiving the appeal, specifically identifying those Plan provisions on which the benefit denial was based and indicating what, if any, information such person must supply in order to perfect a claim for benefits. The claims procedures of this Section must be exhausted prior to an individual bringing a legal claim or action for benefits under the Plan.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Plan Documentation . This Plan shall constitute the “plan document” for purposes of ERISA and other laws that may apply. In the event the provisions of this Plan are inconsistent with other documents or communications, the provisions of this Plan shall control.

Section 7.02. Funding of Severance Benefits . All severance benefit payments under this Plan will be made by the Employer from its general funds and no Executive Employee shall have any right with respect to any specific assets of the Employer and shall be a general creditor of the Employer with respect to any amounts payable hereunder.

Section 7.03. Amount Payable Upon Death of Eligible Participant . If an Executive Employee dies after an Involuntary Termination of employment under the provisions of this Plan but before receiving payment of the amount due hereunder, such amount shall be paid, in a cash lump sum, to the beneficiary or beneficiaries designated by the Executive Employee to receive life insurance proceeds under the Employer’s Life Insurance Plan. In the absence of an effective beneficiary designation, any amount payable hereunder following the death of an Executive Employee shall be paid to the Executive Employee’s estate.

Section 7.04. Confidential Information . Each Executive Employee shall hold in a fiduciary capacity for the benefit of the Employer all secret or confidential information, knowledge or data relating to the Employer or any of its Affiliated Entities, and their respective businesses, which shall have been obtained by the Executive Employee during the Executive Employee’s employment by the Employer or any of its Affiliated Entities and which shall not be or become public knowledge (other than by acts by the Executive Employee or representatives of the Executive Employee in violation of this Plan). As a condition of participation in this Plan, after termination of an Executive Employee’s employment with the Employer, the Executive Employee shall not, without the prior written consent of the Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Employer and those designated by it.

Section 7.05. Release . As a condition to receipt of any benefits under this Plan, an Executive Employee eligible to receive benefits under this Plan shall execute a Waiver and Release, under which the Executive Employee: (a) releases the Employer and Affiliated Entities and any director, officer, Employee, agent or representative from any cause of action arising out of the Executive Employee’s employment with and termination from an Employer; (b) agrees to non-disparagement of Employer and Affiliated Entities, and; (c) agrees to a non-solicitation clause of Employer’s and Affiliated Entities’ Employees. Such release shall include, but shall not be limited to, a waiver by the Executive Employee of pursuit of any action based on wrongful termination, state or federal nondiscrimination in employment laws or state and federal compensation and benefits laws (including ERISA).

Section 7.06. Employment Status . This Plan does not constitute a contract of employment or impose on the Employee or the Employer any obligation for the Employee to remain an Employee or change the status of the Executive Employee’s employment or the policies of the Employer regarding termination of employment.

Section 7.07. Validity and Severability . The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.08. Governing Law . The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Colorado, without reference to principles of conflict of law, except to the extent preempted by federal law.

Section 7.09. Right of Offset . To the extent permitted by applicable law, the Employer may, in its sole discretion, apply any payments otherwise due and payable under this Plan against Employee or terminated Employee loans outstanding to the Employer or other debts of the Employee or terminated Employee to the Employer. By accepting payments under this Plan, the Executive Employee shall consent to the reduction of any compensation paid to the Executive Employee by the Employer to the extent the Executive Employee receives an overpayment from the Plan. Notwithstanding the foregoing, however, the Employer shall not offset any benefits payable pursuant to this Plan to the extent such offset would result in the imposition of taxes or penalties pursuant to Code Section 409A and the Treasury Regulations issued thereunder.

Section 7.10. Conformance With Applicable Laws . Notwithstanding anything contained herein to the contrary, this Plan shall be administered and operated in accordance with any applicable laws and regulations, including, but not limited to, laws affecting the timing of payments to Employees. The Board or its delegate reserves the right to amend this Plan at any time in order for this Plan to comply with any such laws and regulations.

Section 7.11. Payments Due Minors or Incapacitated Persons . If any person entitled to a payment under this Plan is a minor, or if the Administration Committee or its delegate determines that any such person is incapacitated by reason of physical or mental disability, whether or not legally adjudicated as an incompetent, the Administration Committee or its delegate shall have the power to cause the payment becoming due to such person to be made to another for his benefit, without responsibility of the Administration Committee or its delegate, the Employer or any other person or entity to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Administration Committee, this Plan and the Employer.

ARTICLE VIII

DURATION, AMENDMENT AND TERMINATION

Section 8.01. Duration . Unless terminated by the Board, the Plan shall remain effective hereafter.

Section 8.02. Amendment or Termination . The Board may amend or terminate this Plan, at its sole discretion.

*The remainder of this page is intentionally left blank.

The Plan Sponsor, by its duly authorized officer, has executed the Plan on the date written below.

Exhibit 10.2

NEWMONT

SECTION 16 OFFICER AND SENIOR EXECUTIVE ANNUAL INCENTIVE

COMPENSATION PROGRAM

(Effective January 1, 2013)

NEWMONT

SECTION 16 OFFICER AND SENIOR EXECUTIVE ANNUAL INCENTIVE

COMPENSATION PROGRAM

(Effective as of January 1, 2013)

PURPOSE

This Section 16 Officer and Senior Executive Annual Incentive Compensation Program includes the Corporate Compensation Bonus and the Personal Performance Bonus. The purpose of the Corporate Performance Bonus program is to provide to those employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. The purpose of the Personal Performance Bonus program is to provide those employees eligible for such program additional incentive to meet personal performance objectives. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

This program is intended to be a program described in Department of Labor Regulation Sections 2510.3-1(b) and 2510.3-2(c) and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended.

SECTION I-DEFINITIONS

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

1.2 “ Attributable Ounces Production—Gold and Attributable Pounds Production—Copper ” means the reported attributable ounces of gold produced and reported attributable pounds of copper produced for the applicable calendar year, measured against the target attributable ounces of gold and target attributable pounds of copper produced per the approved business plan, and as adjusted for acquisitions and divestitures.

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

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

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

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

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

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Newmont Mining or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns Newmont Mining or all or substantially all of Newmont Mining’s assets either directly or through one or more subsidiaries (a “Parent Company”)) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person or entity (excluding Newmont Mining, any entity resulting from such Business Combination, any employee benefit plan (or related trust) of Newmont Mining or its Affiliate or any entity resulting from such Business Combination or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, such Parent Company) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities of the entity) resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity, unless such ownership resulted solely from ownership of securities of Newmont Mining, prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, of the Parent Company) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Newmont Mining, providing for such Business Combination; or

(iv) Approval by the stockholders of Newmont Mining of a complete liquidation or dissolution of Newmont Mining.1.6 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

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

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

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

1.10 “ Economic Performance Driver ” means Attributable Ounces Production – Gold and Attributable Pounds Production Copper, Project Execution and Cost, Reserve and Resource Additions, Safety and Total Cost.

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

1.12 “ Newmont Mining ” means Newmont Mining Corporation.

1.13 “ Participating Employer ” means Newmont Mining and any Affiliated Entity.

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

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

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

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

1.18 “ Project Execution and Cost ” means Newmont Mining’s performance against project cost and project decision milestones as determined by the Board and adjusted from time to time as approved by the Board.

1.19 “ Reserve and Resource Additions ” means annual gold reserve and resource additions measured against target annual reserve and resource additions per the approved business plan, and as adjusted from time to time as approved by the Board.

1.20 “Safety ” means leading and lagging safety metrics measured against target annual leading and lagging safety metrics, as adjusted from time to time as approved by the Board.

1.21 “Section 16 Officer ” means an officer as defined in Section 16(b) of the Securities Exchange Act of 1934.

1.22 “ Terminated Eligible Employee ” means an eligible Employee employed in a position located in Colorado or any Employee in an Executive grade level position who terminates employment with Newmont Mining and/or a Participating Employer during the calendar year on account of death, retirement, Disability or involuntary termination entitling the Employee to benefits under the Executive Severance Plan of Newmont. However, if an eligible Employee is terminated between January 1 and March 31 of any calendar year, and entitled to benefits under the Executive Severance Plan of Newmont, Employee shall not qualify for any bonus under this program for the period of January 1 to March 31 for the calendar year of the termination.

1.23 “Total Cost” means total attributable production and early stage costs on a gold equivalent ounce basis, adjusted for acquisitions and/or divestitures, actual realized price for gold, copper, silver, oil and FX changes.

SECTION II-ELIGIBILITY

Corporate Performance Bonus : All Employees of a Participating Employer who participate in the Senior Executive Compensation Program of Newmont and any Section 16 Officers of Newmont Mining who do not participate in the Senior Executive Compensation Program are potentially eligible to receive a bonus payment under the corporate performance bonus program, provided (i) they are on the payroll of a Participating Employer as of the last day of the calendar year, and on the payroll of a Participating Employer at the time of payment, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Personal Performance Bonus : Section 16 Officers who do not participate in the Senior Executive Compensation Program of Newmont are potentially eligible to receive a bonus payment under the personal performance bonus program based upon the same provisions stated above for the corporate performance bonus. Otherwise, eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont Mining (of Affiliated Entity) or a similar or a successor plan or not working because of a work-related injury as of the last day of the calendar year shall be eligible to receive a bonus under clause (i). Notwithstanding the foregoing provisions of this paragraph, the Compensation Committee may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, as the Compensation Committee may determine in its sole discretion. Additionally, the Compensation Committee may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, that has failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont Mining or any Affiliated Entity.

SECTION III-CORPORATE PERFORMANCE BONUS

3.1 Eligibility for Corporate Performance Bonus . For the calendar year, the Corporate Performance Bonus will be determined pursuant to this section for each eligible Employee. For the calendar year, the performance bonus for each eligible Employee who is not assigned to the corporate office or at a non-site location will have certain regional performance factors weighted into the Corporate Performance Bonus as stated in Appendix B. Each operating site shall develop its own critical performance indicators for this purpose.

3.2 Target Amounts for Economic Performance Drivers . The Compensation Committee shall establish both the targets and the minimum and maximum amounts for each Economic Performance Driver on an annual basis.

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

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

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

•

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

•

If the actual amount is equal to the minimum amount, the Performance Percentage is 20%;

•

If the actual amount is less than the target amount and greater than the minimum amount, the Performance Percentage is the sum of (A) 20%, plus (B) the product of 20%, times a fraction, the numerator of which is the difference between the actual amount and the minimum amount, and the denominator of which is the difference between the target amount and the minimum amount;

•

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

•

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

•

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

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

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

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

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

3.7 Terminated Eligible Employees . Terminated Eligible Employees shall be eligible to receive a Corporate Performance Bonus. This bonus will be calculated according to Section III of this program, and pro-rated for the portion of the calendar year that Employee maintained employment with a Participating Employer.

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

SECTION IV-PERSONAL PERFORMANCE BONUS

4.1 Personal Performance Level . At the end of the calendar year, each eligible Employee’s supervisor will evaluate the Employee and rate the Employee’s personal performance level. In accordance with Newmont Mining’s performance management system, the supervisor will rate the Employee. Each Employee will be rated by the Employee’s supervisor in one of Newmont Mining’s Performance Rating Categories. In conjunction with these ratings, Newmont Mining will assign a Personal Performance Bonus Factor for the Employee as listed in Appendix C and the Employee’s supervisor shall also recommend a Personal Performance Payout Factor within the range stated in Appendix C corresponding to the rating that Employee’s supervisor assigned to Employee. Newmont Mining may increase or decrease any eligible Employee’s Personal Performance Bonus Factor in its sole discretion.

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

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

4.4 Ineligible Employees . Eligible Employees whose Personal Performance Bonus Factor (determined pursuant to Section 4.1) is less than .50 shall not be eligible to receive a Personal Performance Bonus.

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

SECTION V-PAYMENT OF BONUS

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

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

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

SECTION VI-CHANGE OF CONTROL

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

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

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

SECTION VII-GENERAL PROVISIONS

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

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

7.3 Termination . The Board may at any time amend, modify, suspend or terminate this program.

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

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

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

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

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

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

7.10 Reimbursement . The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of the Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Corporate Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Corporate Performance Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Corporate Performance Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Corporate Performance Bonus and Personal Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible Employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont.

APPENDIX A- Payout Percentage for each Economic Performance Driver

Safety

Reserve and

Resource Additions (66.67%

gold reserves and
33.33% resource)

Total Cost on a gold
equivalent ounce basis

Attributable Ounces
Production –Gold (90%) and
Attributable Pounds
Production – Copper (10%)

Project Execution and Cost

10%

20%

40%

20%

10%

APPENDIX B

Target AICP Corporate Performance Bonus


Grade		Percentage of Base Salary

E-1		75%

E-2		62.5%

E-3 Range (based on executive role)		42.5% - 62.5%

E-4 (excluding Regional Senior Vice Presidents of operating sites)		37.5%

E-4 Regional Senior Vice Presidents of operating sites		37.5% (25% of target is based upon AICP Corporate Performance and 75% of target is based upon applicable regional bonus plan)

E-5		30%

APPENDIX C


Performance Rating System		Personal Performance Bonus Factor
1		0
2		.50-.75
3		.75-1.00
4		1.00-1.25
5		1.25-1.50
6		1.50-2.0


Pay Grade		Target Personal Performance Bonus Level
E-5		30%

Exhibit 10.3

NEWMONT

SENIOR EXECUTIVE COMPENSATION PROGRAM

(As Amended and Restated Effective January 1, 2013)

NEWMONT

SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective as of January 1, 2013)

PURPOSE

This Senior Executive Compensation Program includes the Strategic Stock Unit Bonus program, Performance Leveraged Stock Bonus program and the Personal Bonus for the eligible Employees. This program is an amendment and restatement of the Senior Executive Compensation Program originally effective on January 1, 2012. The purpose of the Strategic Stock Unit Bonus program and the Performance Leveraged Stock Bonus program is to provide eligible Employees a direct interest in the success of the operations of Newmont Mining. The purpose of the Personal Bonus is to provide eligible Employees additional incentive to meet strategic objectives. The eligible Employees will be rewarded in accordance with the terms and conditions described below.

I. DEFINITIONS

The capitalized terms used in this compensation program shall have the same meaning as the capitalized terms in the Section 16 Officer and Senior Executive Annual Incentive Compensation Program (“AICP”), unless otherwise defined or stated herein. The following terms used in this compensation program shall have the meanings set forth below.

1.1 “ Change of Control Price ” means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

1.3 “EBITDA Payout Percentage” means annual approved budgeted EBITDA for the Performance Period, as adjusted for gold price, exchange rates, one-time accounting adjustments or other items as approved by the Board, compared to actual adjusted EBITDA for the Performance Period calculated according to the scale stated in Appendix A-1.

1.4 “Extended Performance Period” means three calendar years over which the Compensation Committee will calculate and determine the Performance Leveraged Stock Bonus.

1.5 “ Fair Market Value ” has the meaning given such term in the 2013 Stock Incentive Compensation Plan.

1.6 “Performance Leveraged Stock Bonus” means the bonus payable to an eligible Employee in the form of Common Stock under this compensation program with respect to an Extended Performance Period (or portion thereof as provided in Section 4.4) and is calculated as described in Section 4.2.

1.7 “ Performance Period ” means the calendar year over which the Compensation Committee will calculate and determine the Strategic Stock Unit Bonus and Personal Bonus.

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

1.9 “ Relative Total Shareholder Return ” means Newmont Mining’s total shareholder return, defined as the change in the closing price of a share of Common Stock, with dividends reinvested, over the Extended Performance Period, as compared to the total shareholder return, with dividends reinvested, of an index of peer companies selected and determined by the Compensation Committee. The Committee retains authority to make adjustments for extraordinary events affecting the calculations.

1.10 “ Retirement ” means retirement as defined in the Pension Plan of Newmont Mining (or any successor plan), regardless of the relevant Employee’s participation in the Pension Plan of Newmont Mining (or any successor plan).

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

1.12 “ Strategic Stock Unit Bonus ” means the bonus payable to an eligible Employee in the form of Performance Stock under this compensation program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s Target Strategic Stock Unit Bonus times the EBITDA Payout Percentage. The Performance Stock awarded as a Strategic Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.13 “Target Strategic Stock Unit Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the Compensation Committee which is set forth in Appendix A, using the average of the high and low share price on the date such targets are set by the Compensation Committee.

1.14 “Target Performance Leveraged Stock Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the Compensation Committee which is set forth in Appendix C, using the average closing price of Common Stock for the fourth quarter of the calendar year immediately prior to the Extended Performance Period.

1.15 “Terminated Eligible Employee” for purposes of the Performance Leveraged Stock Bonus, “Terminated Eligible Employee” means executive grade level Employee of a Participating Employer at grade level E-4 or above during the relevant Extended Performance Period, who terminates employment with Newmont Mining and/or a Participating Employer on account of death, Retirement, severance as provided in Section 4.4(a), or involuntary termination as provided in Section 4.4(d). “Terminated Eligible Employee” for purposes of the Personal Bonus shall have the same meaning as in the AICP.

1.16 “ 2013 Stock Incentive Compensation Plan ” means the Newmont Mining Corporation 2013 Stock Incentive Compensation Plan (or any successor plan), as amended from time to time.

II. ELIGIBILITY

All executive grade level Employees of a Participating Employer at grade level E-4 or above, are eligible to receive a Strategic Stock Unit Bonus, Performance Leveraged Stock Bonus and Personal Bonus under this compensation program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Performance Period or Extended Performance Period for the Performance Leveraged Stock Bonus, and at the time the award is granted, or (ii) they are a Terminated Eligible Employee with respect to such Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, but are still on the payroll of a Participating Employer shall be eligible to receive a Strategic Stock Unit Bonus, Performance Leveraged Stock Bonus and Personal Bonus. Notwithstanding the foregoing provisions of this Section II, the Compensation Committee may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, any executive grade level Employee of a Participating Employer.

III. STRATGEIC STOCK UNIT BONUS

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

3.2 Separation of Employment and Payment of Strategic Stock Unit Bonus . An eligible Employee shall not be entitled to payment of a Strategic Stock Unit Bonus on or after any separation of employment, voluntary or involuntary.

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

3.4 Restrictions on Performance Stock .

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

(b) Shares of Performance Stock issued hereunder in the form of restricted stock units as part of a Strategic Stock Unit Bonus shall not be subject to transfer by the eligible Employee. Shares of Common Stock issued to an eligible Employee upon vesting of such restricted stock units may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining policies.

3.5 Timing of Payment. Except as provided in section 3.2 above, payment of the Strategic Stock Unit Bonus will be made no later than the 15 ^th day of the third month following the Performance Period to which such Strategic Stock Unit Bonus relates.

IV. PERFORMANCE LEVERAGED STOCK BONUS

4.1 Determination of Performance Leveraged Stock—In General . The Performance Leveraged Stock Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Performance Leveraged Stock Bonus Payout Factor as described in section 4.3 below. Following such determination, payment of the Performance Leveraged Stock Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 4.5 below.

4.2 Calculation of Performance Leveraged Stock Bonus . The Performance Leveraged Stock Bonus equals the Target Performance Leveraged Stock Bonus times the Performance Leveraged Stock Bonus Payout Factor.

4.3 Calculation of the Performance Leveraged Stock Bonus Payout Factor . The Performance Leveraged Stock Bonus Payout Factor will be the sum of the Market Payout Factor and the TSR Payout Factor:

(a) “Market Payout Factor” means a percentage calculated as follows: 100 times the quotient of (i) the average closing price of Common Stock for the fourth quarter of the last calendar year of the Extended Performance Period; divided by (ii) the average closing price of Common Stock for the fourth quarter of the calendar year prior to the Extended Performance Period, as adjusted for stock splits or similar reorganizations. The maximum Market Payout Factor shall be 150%.

(b) “ TSR Payout Factor ” means a percentage calculated as follows: two times the number of percentage points that the Relative Total Shareholder Return is above the 50 ^th percentile, to a maximum of 50%.

4.4 Separation of Employment and Payment of Performance Leveraged Stock Bonus . Unless otherwise stated in this section 4.4, an eligible Employee shall not be entitled to payment of a Performance Leveraged Stock Bonus on or after any separation of employment, voluntary or involuntary.

(a) In the event an eligible Employee separates employment from a Participating Employer and is entitled to severance benefits of any kind, including but not limited to benefits under the Executive Severance Plan of Newmont (or any successor plan) or redundancy benefits, prior to payment of the Performance Leveraged Stock Bonus and prior to the expiration of the first year of any Extended Performance Period, such eligible Employee is not entitled to payment of the Performance Leveraged Stock Bonus in any amount for that Extended Performance Period. In the event an eligible Employee separates employment from a Participating Employer and is entitled to severance benefits of any kind, including but not limited to benefits under the Severance Plan of Newmont (or any successor plan) or redundancy benefits, prior to payment of the Performance Leveraged Stock Bonus and after expiration of the first year of any Extended Performance Period, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Leveraged Stock Bonus at the lesser of his or her Target Performance Leveraged Stock Bonus or the actual Performance Leveraged Stock Bonus otherwise payable, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period and paid following the expiration of the Extended Performance Period.

(b) In the event an eligible Employee separates employment from a Participating Employer as a result of Retirement prior to payment of the Performance Leveraged Stock Bonus, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Leveraged Stock Bonus at actual payout amount in the form of Common Stock, following expiration of the Extended Performance Period, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period.

(c) In the event an eligible Employee separates employment from a Participating Employer as a result of death prior to payment of the Performance Leveraged Stock Bonus, such eligible Employee’s beneficiary or estate shall receive a Performance Leveraged Stock Bonus equal to his or her Target Performance Leveraged Stock Bonus, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period, payable upon separation of employment.

(d) In the event an eligible Employee is involuntarily terminated by a Participating Employer prior to payment of the Performance Leveraged Stock Bonus because employee is eligible for long-term disability benefits of the Company, employee shall receive a pro-rated Performance Leveraged Stock Bonus, based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period, based on actual payout of the Performance Leveraged Stock Bonus following expiration of the Extended Performance Period according to paragraph 4.6 below.

4.5 Form of Payment . The amount of Performance Leveraged Stock Bonus payable under this compensation program shall be paid in Common Stock (payable in whole shares only rounded down to the nearest share).

4.6 Timing of Payment . Except as otherwise provided in section 4.4(c) above, payment of the Performance Leveraged Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Leveraged Stock Bonus relates.

4.7 Performance Leveraged Stock Bonus for Newly Hired or Newly Promoted eligible Employees . In the event an individual is hired as an eligible Employee, or promoted into an eligible Employee position, such eligible Employee may be eligible for payment of a pro-rated Performance Leveraged Stock Bonus, as determined in the sole discretion of the Company or the Committee for Section 16 Officers, at each date of payment of a Performance Leveraged Stock Bonus after the date of hire or after the date of promotion.

V. PERSONAL BONUS

5.1 Determination of Personal Bonus—In General . At the end of each Performance Period, the Compensation Committee will evaluate Section 16 Officer eligible Employee’s performance against relevant strategic objectives and award a Personal Bonus, up to the maximum amounts listed in Appendix B. The Compensation Committee will seek the input of the Chief Executive Officer on the Personal Bonuses to be awarded to other Section 16 Officers eligible Employees. At the end of each Performance Period, the designated supervisor of a non-Section 16 Officer eligible Employee will evaluate the non-Section 16 Officer eligible Employee’s performance against relevant strategic objectives and award a Personal Bonus, up to the maximum amounts listed in Appendix B. Following such determination, payment of the Personal Bonus shall be made to eligible Employees as soon as reasonably practicable following the end of the applicable Performance Period, provided that such payment shall be made no later than the 15 ^th day of the third month following the Performance Period to which such Personal Bonus relates.

5.2 Separation of Employment and Payment of Personal Bonus. In the event an eligible Employee separates employment from a Participating Employer and is a Terminated Eligible Employee, the Personal Bonus shall be paid at 50% of the maximum level shown on Appendix B (with the exception that the calculation shall be based upon current rate of base salary, rather than eligible earnings), pro-rated for the time of employment during the Performance Period, and shall be paid as soon as practicable. If an eligible Employee is not a Terminated Eligible Employee, eligible Employee shall not be entitled to payment of a Personal Bonus on or after any separation of employment, voluntary or involuntary.

VI. CHANGE OF CONTROL

6.1 Personals Bonus . In the event of a Change of Control (as defined in the AICP), each eligible Employee, excluding any Terminated Eligible Employee who terminated prior to the Change of Control, shall become entitled to the payment of a 50% of the maximum Personal Bonus, pro-rated for partial service during any Performance Period, payable within 5 days following the date of such Change of Control.

6.2 Strategic Stock Unit Bonus. In the event of a Change of Control (as defined in the AICP) entitling Employee to Change of Control benefits under the applicable Executive Change of Control Plan, each eligible Employee’s granted but not yet vested Strategic Stock Unit Bonuses shall vest upon a termination of employment of the Employee.

6.3 Performance Leveraged Stock Bonus . In the event of a Change of Control (as defined in the AICP), each eligible Employee or a Terminated Eligible Employee who terminated employment on account of Retirement (all other Terminated Eligible Employees who terminated employment prior to the Change of Control shall be excluded), shall become entitled to the payment of a Performance Leveraged Stock Bonus for an Extended Performance Period that has elapsed at least one year. The Performance Leveraged Stock Bonus shall be calculated in the manner stated in section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii) the Change of Control Price shall be substituted for the average closing price of Common Stock for the fourth quarter of the last calendar year of the Extended Performance Period for purposes of section 4.3(a)(i) above, and (iii) the TSR Payout Factor will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Leveraged Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Leveraged Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common stock, “ Acquirer Stock ”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, within 5 days following the date of the Change of Control ( provided , however , that if such Change of Control does not constitute a change in the ownership or effective control of Newmont Mining or of a substantial portion of the assets of Newmont Mining, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “ 409A CoC ”), such percentage of the Performance Leveraged Stock Bonus shall be so paid when the Performance Leveraged Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Leveraged Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of ( A ) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or ( B ) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the Compensation Committee as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Leveraged Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont Mining’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided , however , that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.

VII. GENERAL PROVISIONS

7.1 Administration . This compensation program shall be administered by the Compensation Committee or its delegee. All actions by Newmont Mining under this program shall be taken by the Compensation Committee or its delegee. The Compensation Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the Compensation Committee with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.

7.2 Plan Unfunded . This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont Mining or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or his heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont Mining or another Participating Employer, as applicable, for any amounts payable hereunder.

7.3 Amount Payable Upon Death of Employee . If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont Mining’s life insurance plan. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to his or her estate.

7.4 Reimbursement . The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Strategic Stock Unit Bonus and Performance Leveraged Stock Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Strategic Stock Unit Bonus or Performance Leveraged Stock Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Strategic Stock Unit Bonus or Performance Leveraged Stock Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Strategic Stock Unit Bonus or Performance Leveraged Stock Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Strategic Stock Unit Bonus, Performance Leveraged Stock Bonus and Strategic Objective Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont.

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

7.6 Issuance of Stock . Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2013 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2013 Stock Incentive Plan.

7.7 General Operation and Amendment . Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.

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

7.9 Termination and Amendment . The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The Compensation Committee may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without his or her consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules.

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

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

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

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

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

7.15 Section 409A . It is the intention of Newmont Mining that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont Mining shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont Mining in a manner consistent with such intent, as determined in the discretion of Newmont Mining. None of Newmont Mining nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.

APPENDIX A

Target Strategic Stock Unit Bonus


Grade		Percentage of Base Salary

E-1		166.7%

E-2		-

E-3 Executive Vice President, Operations and Projects		350% ¹

E-3 Executive Vice President and Chief Financial Officer and Executive Vice President Strategic Development		100%

E-3 All Other		90%

E-4		55%

APPENDIX A-1

EBITDA Payout Percentage


Actual EBITDA Performance Compared to Target EBITDA Performance		EBITDA Payout Percentage

112.5% and above		150% payout

100%-112.5% of target		100% payout plus an increase of 4% of target payout for every percent above 100% of target EBITDA performance

75%-100% of target		50% payout plus an increase of 2% of target payout for every percent above 75% of target EBITDA performance.

Below 75% of target		No payout

¹	Executive Vice President, Operations and Projects does not participate in Performance Leveraged Stock Unit program.

APPENDIX B

Maximum Personal Bonuses


Pay Grade		Maximum Personal Bonus as a Percentage of Base Salary (which constitutes the Eligible Earnings for the year as defined in the AICP)

E-1		150%

E-2		-

E-3 Executive Vice President Operations and Projects		125%

E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		90%

E-3 All Other		85%

E-4		75%

APPENDIX C

Target Performance Leveraged Stock Bonus


Grade		Percentage of Base Salary

E-1		333.3%

E-2		-

E-3 Executive Vice President, Operations and Projects		N/A ²

E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		200%

E-3 All Other		180%

E-4		110%

²	Executive Vice President, Operations and Projects does not participate in Performance Leveraged Stock Unit program.

Exhibit 10.4

NEWMONT

STRATEGIC STOCK UNIT BONUS PROGRAM FOR GRADES E-5 TO E-6

(Effective January 1, 2013)

NEWMONT

STRATEGIC STOCK UNIT BONUS

PROGRAM FOR GRADES E-5 TO E-6

(Effective as of January 1, 2013)

PURPOSE

The purpose of this program is to provide to Employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. This program is an amendment and restatement of the Strategic Stock Unit Bonus Program originally effective January 1, 2012. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

SECTION I-DEFINITIONS

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

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

1.2 “ EBITDA Payout Percentage ” means annual approved budgeted EBITDA for the Performance Period, as adjusted for gold price, exchange rates, one-time accounting adjustments or other items as approved by the Board, compared to actual adjusted EBITDA for the Performance Period calculated according to the scale stated in Appendix A-1.

1.3 “ Performance Period ” means the calendar year over which the EBITDA Payout Percentage shall be calculated for purposes of determining the amount of a Strategic Stock Unit Bonus. The Performance Period shall be the calendar year.

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

1.5 “ Retirement ” means retirement as defined in the Pension Plan of Newmont Mining (or any successor plan), regardless of the relevant Employee’s participation in the Pension Plan of Newmont Mining (or any successor plan).

1.6 “ Strategic Stock Unit Bonus ” means the bonus payable to an eligible Employee in the form of Performance Stock under this compensation program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s Target Strategic Stock Unit Bonus times the EBITDA Payout Percentage. The Performance Stock awarded as a Strategic Stock Unit Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.7 “ Target Strategic Stock Unit Bonus ” means the number of shares of Common Stock equivalent to the percentage of base salary (for calculation purposes, base salary shall be the applicable base salary of the Employee as of March 1 (or the effective date of the annual merit compensation process if different than March 1) for the year in which the target number of shares is calculated) set by the Compensation Committee which is set forth in Appendix A, using the average of the high and low share price on the date such targets are set by the Compensation Committee.

1.8 “Terminated Eligible Employee” has the same meaning as stated in the Annual Incentive Compensation Program except that a Terminated Eligible Employee for purposes of this program shall not include employees provided severance or redundancy payments under any contract, statute or any severance plan of Newmont Mining or any Affiliated Entity, including but not limited to the Executive Severance Plan of Newmont.

SECTION II-ELIGIBILITY

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

SECTION III-STRATEGIC STOCK UNIT BONUS

3.2 Separation of Employment and Payment of Strategic Stock Unit Bonus . Unless otherwise stated in this section 3.2, an eligible Employee shall not be entitled to payment of a Strategic Stock Unit Bonus on or after any separation of employment, voluntary or involuntary, prior to the payment of the Strategic Stock Bonus.

3.4 Restrictions on Performance Stock .

3.5 Timing of Payment . Except as provided in section 3.2 above, payment of the Strategic Stock Unit Bonus will be made no later than the 15 ^th day of the third month following the Performance Period to which such Strategic Stock Unit Bonus relates.

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

IV. GENERAL PROVISIONS

4.1 Administration . This compensation program shall be administered by the Compensation Committee or its delegee. All actions by Newmont Mining under this program shall be taken by the Compensation Committee or its delegee. The Compensation Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the Compensation Committee with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.

4.2 Plan Unfunded . This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont Mining or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or his heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont Mining or another Participating Employer, as applicable, for any amounts payable hereunder.

4.3 Amount Payable Upon Death of Employee . If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont Mining’s life insurance plan. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to his or her estate.

4.4 Reimbursement . The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Strategic Stock Unit Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Strategic Stock Unit Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Strategic Stock Unit Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Strategic Stock Unit Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Strategic Stock Unit Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for cause as defined in the applicable Executive Change of Control Plan of Newmont.

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

4.6 Issuance of Stock . Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2013 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2013 Stock Incentive Plan.

4.7 General Operation and Amendment . Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.

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

4.9 Termination and Amendment . The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The Compensation Committee may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without his or her consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules.

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

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

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

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

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

4.15 Section 409A . It is the intention of Newmont Mining that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont Mining shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont Mining in a manner consistent with such intent, as determined in the discretion of Newmont Mining. None of Newmont Mining nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.

APPENDIX A

Targeted Payout Percentages


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

APPENDIX A-1

EBITDA Payout Percentage


Actual EBIITDA Performance Compared to Target EBITDA Performance		EBITDA Payout Percentage

112.5% and above		150% payout

100%-112.5% of target		100% payout plus an increase of 4% of target payout for every percent above 100% of target EBITDA performance

75%-100% of target		50% payout plus an increase of 2% of target payout for every percent above 75% of target EBITDA performance.

Below 75% of target		No payout

Exhibit 10.5

SEVERANCE RELEASE AND WAIVER

I. RECITALS

A. This AGREEMENT , which is effective on the EFFECTIVE DATE , is by and between Newmont International Services Limited and Russell Ball hereinafter “ EMPLOYEE ”).

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

II. DEFINITIONS

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

A. “ AGREEMENT ” means this Severance Release and Waiver.

B. “ CLAIMS ” means any debt, obligation, demand, application for attorneys’ fees and/or dispute resolution costs, cause of action, judgment, controversy or claim of any kind whatsoever between EMPLOYEE and NEWMONT , whether arising under common law or statute, including but not limited to claims for breach of contract (express or implied), quasi-contract, promissory estoppel, tort, fraud, misrepresentation, discrimination or any other legal theory; disputes relating to the employment relationship between the parties, termination thereof, or the interpretation of this AGREEMENT ; any and all debts, obligations, claims, demands, compensation, or rights under the company’s employee benefit plans; claims under Title VII of the Civil Rights Act of 1964, as amended; claims under the Civil Rights Act of 1991; claims under the Family and Medical Leave Act of 1993; claims under the Age Discrimination in Employment Act of 1967, as amended; claims under 42 U.S.C. § 1981, § 1981a, § 1983, § 1985, or § 1988; claims under the Americans with Disabilities Act of 1990, as amended; claims under the Employee Retirement Income Security Act of 1974, as amended; claims under the Worker Adjustment and Retraining Notification Act; or any other applicable federal, state, or local statute or ordinance, excluding claims for workers’ compensation benefits and claims under the Fair Labor Standards Act of 1938, as amended.

C. “ COMPANY INFORMATION ” means any confidential legal, financial, marketing, business, technical, or other information, including specifically but not exclusively, information which EMPLOYEE prepared, caused to be prepared, or received in connection with EMPLOYEE ’s employment with NEWMONT , such as management and business plans, business strategies, software, software evaluations, trade secrets, personnel information, marketing methods and techniques, and any of the above-recited information as it relates to NEWMONT . COMPANY INFORMATION does not include: (a) information or knowledge which may subsequently come into the public domain after the termination of EMPLOYEE’s employment other than by way of unauthorized disclosure by EMPLOYEE ; or (b) information or knowledge which EMPLOYEE is required to disclose by order of a governmental agency or court after timely notice has been provided to NEWMONT of such order.

D. “ EFFECTIVE DATE ” means the first date upon which all of the following have occurred: (1) EMPLOYEE has executed this AGREEMENT ; (2) the revocation period, if any, has expired without revocation by EMPLOYEE ; (3) the executed agreement has been timely returned to Lori Ann Kocon, Employee Relations, Human Resources, Newmont, 6363 South Fiddlers Green Circle, Suite 800, Greenwood Village, CO 80111; and (4) any CLAIMS by EMPLOYEE have been withdrawn and dismissed with prejudice.

E. “ EMPLOYEE ” means Russell Ball.

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

G. “ NEWMONT PROPERTY ” shall include, but not be limited to, keys, access cards, files, memoranda, reports, software, credit cards, computer disks, instructional and management manuals, books, cellular phones, blackberries and computer equipment of NEWMONT.

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III. COVENANTS

A. Separation from Employment . EMPLOYEE shall be separated from employment with NEWMONT , effective May 2, 2013 (“DATE OF SEPARATION”).

B. Severance Benefits to EMPLOYEE . Contingent upon execution of this AGREEMENT without revocation, NEWMONT will provide to EMPLOYEE a payment, less all applicable local, state, and federal withholding taxes, and benefits pursuant to the provisions of the Executive Severance Plan of Newmont. This amount shall be paid sixty (60) days after the DATE OF SEPARATION.

C. No Other Payments . Payment of all sums set forth in this AGREEMENT shall discharge all obligations of NEWMONT to EMPLOYEE , and EMPLOYEE waives all rights to other compensation and benefits including specifically, but not exclusively, salaries, bonuses, benefits of whatsoever kind and description, and allowances for perquisites, but excluding all vested rights pursuant to any applicable pension or retirement savings plan of NEWMONT . Any stock options or unvested restricted units granted prior to the EFFECTIVE DATE of this AGREEMENT are governed by the severance clause of the applicable award agreement or plan document if there is no award agreement.

D. Return and Protection of COMPANY INFORMATION . EMPLOYEE will not use or disclose COMPANY INFORMATION at any time subsequent to the EFFECTIVE DATE of this AGREEMENT . EMPLOYEE will, by the DATE OF SEPARATION , return to NEWMONT all NEWMONT PROPERTY and all documents and other material containing COMPANY INFORMATION . EMPLOYEE will not retain copies or excerpts of COMPANY INFORMATION . EMPLOYEE will not disclose COMPANY INFORMATION at any time prior to the EFFECTIVE DATE of this AGREEMENT , except as required in the course of EMPLOYEE ’s employment with NEWMONT . EMPLOYEE acknowledges that this paragraph is a material term of this AGREEMENT . Accordingly, in the event of a breach of this paragraph by EMPLOYEE , in addition to any other remedy available to NEWMONT , NEWMONT may cease any remaining payments otherwise due EMPLOYEE under this AGREEMENT and will be entitled to injunctive relief and damages against EMPLOYEE .

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E. Release of Claims By EMPLOYEE . As a material inducement to NEWMONT to enter into this AGREEMENT , EMPLOYEE , as a free and voluntary act, hereby forever releases and discharges NEWMONT from, and covenants not to sue NEWMONT for, CLAIMS which EMPLOYEE might have or assert against NEWMONT (1) by reason of EMPLOYEE’S employment and/or termination of employment by NEWMONT and all circumstances related thereto; or (2) by reason of any other matter, cause or thing whatsoever which may have occurred between EMPLOYEE and NEWMONT prior to the EFFECTIVE DATE of this AGREEMENT , excluding claims regarding EMPLOYEE’s vested pension benefits. With respect to any charges of discrimination filed with any federal, state or local agency, pending or otherwise, arising from or related to EMPLOYEE’S employment or termination of employment with NEWMONT , EMPLOYEE acknowledges that EMPLOYEE knowingly and voluntarily waives his or her right to seek individual relief on his or her own behalf.

F. Tax Liability . EMPLOYEE and NEWMONT agree that, in the event any taxing authority determines that amounts paid pursuant to this agreement are taxable beyond any amount withheld by NEWMONT, EMPLOYEE is solely responsible for the payment of all such taxes and penalties assessed against EMPLOYEE , except for legally mandated employer contributions, and that NEWMONT has no duty to defend EMPLOYEE against any such tax claim, penalty or assessment. EMPLOYEE agrees to cooperate in the defense of any such claim brought against NEWMONT . NEWMONT agrees to cooperate in the defense of any such claim brought against EMPLOYEE .

G. Non-disparagement . As a free and voluntary act, EMPLOYEE agrees that he or she will make no written or oral statements that directly or indirectly disparage NEWMONT in any manner whatsoever. It will not be a violation of this paragraph for EMPLOYEE to make truthful statements, under oath, as required by law or formal legal process.

H. Confidentiality . EMPLOYEE agrees that except as otherwise specifically provided in this AGREEMENT , EMPLOYEE will not disclose (in whole or in part) any of the terms or provisions of this AGREEMENT , or characterize any of the terms or provisions of this AGREEMENT , to any other person or entity. It shall not be a breach of this AGREEMENT for EMPLOYEE to disclose the terms and provisions of this AGREEMENT to his or her spouse, attorneys, accountants, tax advisors, or as compelled by law.

I. Affirmation of FLSA Compliance. EMPLOYEE affirms that NEWMONT has not violated EMPLOYEE’S rights under the Fair Labor Standards Act of 1938, as amended.

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

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IV. ADDITIONAL PROVISIONS

A. EMPLOYEE Cooperation . As a free and voluntary act, EMPLOYEE agrees after EMPLOYEE’s separation to cooperate at NEWMONT’S expense with any investigations or lawsuits involving NEWMONT on matters where EMPLOYEE had specific knowledge or responsibility. EMPLOYEE will be reimbursed at a rate equal to his or her final base salary computed on an hourly basis. EMPLOYEE shall make himself or herself available at NEWMONT’S expense for any litigation, including specifically, but not exclusively, preparation for depositions and trial. EMPLOYEE will not receive reimbursement for time spent testifying in depositions or trial. EMPLOYEE agrees not to assist or provide information in any litigation against NEWMONT , except as required under law or formal legal process after timely notice is provided to NEWMONT to allow NEWMONT to take legal action with respect to the request for information or assistance. Nothing in this AGREEMENT shall restrict or preclude EMPLOYEE from, or otherwise influence EMPLOYEE in, testifying fully and truthfully in legal or administrative proceedings against NEWMONT , as required by law or formal legal process.

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

C. Entire Agreement . This AGREEMENT supersedes all prior written and verbal promises and agreements between the parties. This AGREEMENT constitutes the entire agreement between the parties and may be amended, modified or superseded only by a written agreement signed by both parties. No oral statements by any employee of NEWMONT shall modify or otherwise affect the terms and provisions of this AGREEMENT .

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

E. No Admission of Liability . NEWMONT denies that it has taken any improper action against EMPLOYEE in violation of any federal, state, or local law or common law principle. The parties agree that this AGREEMENT shall not be admissible in any proceeding as evidence of any improper conduct by NEWMONT .

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F. Free and Voluntary Act . This release means, in part, that EMPLOYEE gives up all rights to damages and/or money based upon any claims against NEWMONT of age discrimination that arise through the date this AGREEMENT is signed. EMPLOYEE acknowledges that EMPLOYEE has been given at least forty-five (45) days to consider this AGREEMENT and that EMPLOYEE has been advised to consult with an attorney prior to signing this AGREEMENT. EMPLOYEE may waive the balance of the forty-five (45) day consideration period by signing this AGREEMENT sooner. EMPLOYEE further acknowledges that by law EMPLOYEE has the right to revoke (that is, cancel) this AGREEMENT within seven (7) calendar days of signing it. To be effective, EMPLOYEE’S revocation must be in writing and tendered to Lori Kocon, Employee Relations, Human Resources, Newmont, 6363 South Fiddlers Green Circle, Suite 800, Greenwood Village, CO 80111, either by mail or by hand delivery within the seven (7) day period. If by mail, the revocation must be: 1) postmarked within the seven (7) day period; 2) properly addressed; and 3) sent by Certified Mail, Return Receipt Requested. In the event that EMPLOYEE exercises this right to revoke, EMPLOYEE agrees to return to NEWMONT any and all sums paid to EMPLOYEE in consideration of the AGREEMENT.

G. No Other Representations . EMPLOYEE acknowledges that no promises or representations have been made to induce EMPLOYEE to sign this AGREEMENT other than as expressly set forth herein and that EMPLOYEE has signed this AGREEMENT as a free and voluntary act.

THIS IS A RELEASE – BY SIGNING, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS SET FORTH ABOVE. BEFORE SIGNING YOU SHOULD READ CAREFULLY AND CONSULT WITH AN ATTORNEY


NEWMONT		EMPLOYEE

By:	/s/ Logan Hennessey	/s/ Russell Ball
Title:	Vice President & Secretary
Date:	May 2, 2013	Date:	May 2, 2013

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Exhibit 10.6

E5-E6 RSU

NEWMONT MINING CORPORATION

2013 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Agreement (“Agreement”), dated May 3, 2013, is made between Newmont Mining Corporation (“Newmont”) and “Executive,” as specified in his or her Grant Summary and Grant Acknowledgment (collectively, the “Grant Acknowledgment”). The Grant Acknowledgment is set forth on the Computershare Shareowner Services—Employee Online webpage.

The Grant Acknowledgment is incorporated by reference herein. This Agreement shall be deemed executed by Executive upon his or her electronic execution of the Grant Acknowledgment. All capitalized terms that are not defined herein shall have the meaning as defined in the Newmont Mining Corporation 2013 Stock Incentive Plan (“Plan”).

1. Award of Restricted Stock Units. Newmont hereby grants to Executive the right to receive from Newmont the number of shares of $1.60 par value Common Stock of Newmont (the “Restricted Stock Units” or “RSU’s”) (rounded down to the nearest whole share) specified in the Grant Acknowledgment, pursuant to the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan, including the Vesting Period, as such term is defined in this Agreement, and in connection with such award, Newmont and Executive hereby agree as follows:

2. Vesting Period. The Vesting Period shall commence on the date of this Agreement and shall end on the dates set forth below as to that percentage of the total shares of Common Stock subject to this Agreement set forth opposite each such date:


Date		Percentage Vested
May 3, 2014		33%
May 3, 2015		33%
May 3, 2016		34%

3 . Termination of Employment for death, disability, and following change of control. Notwithstanding the foregoing, if (i) Executive dies, or (ii) Executive’s employment by Newmont or any Subsidiary terminates by reason of (a) disability (as determined under the terms of the Long-Term Disability Plan of Newmont), or (b) termination of employment entitling Executive to benefits under an Executive Change of Control Plan of Newmont , in any such case prior to the completion of the Vesting Period, the Vesting Period shall terminate, and all RSUs not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable, as of the date of Executive’s death or other termination of employment, referred to in clause (i) or (ii) above.

Separation of Employment under a Severance Plan of Newmont or Retirement. Notwithstanding the foregoing, if Executive ceases to be employed by Newmont and/or a Subsidiary prior to completion of the Vesting Period as a result of: a) a termination of employment entitling Executive to benefits under a Severance Plan of Newmont, or; b) retirement under the Pension Plan of Newmont entitling Executive to an immediate pension (not including stable value retirement unless Executive has reached the age of 65 or retirement under the International Retirement Plan of Newmont (“IRP”) entitling Executive to 100% vesting in the IRP supplemental amount), the Vesting Period shall terminate for a pro-rata percentage of the shares granted, based upon the date of grant and separation date, in accordance with the following formula:

vested =

[

Total Shares

Covered by

This Grant Agreement

Days Elapsed From Date of Grant to Date of Termination of Employment

]

Prior

Vestings

1,095

If Executive ceases to be employed by Newmont and/or a Subsidiary prior to the completion of the Vesting Period under circumstances other than those set forth above, namely death, disability, termination qualifying for benefits under the Executive Change of Control Plan of Newmont applicable to Executive or separation qualifying for benefits under the Executive Severance Plan of Newmont or retirement as stated above, Executive agrees that any unvested RSUs will be immediately and unconditionally forfeited without any action required by Executive or Newmont, to the extent that the Vesting Period had not ended in accordance with Paragraph 2 as of the date of such cessation of employment.

4. No Ownership Rights Prior to Issuance of Common Stock. Executive shall not have any rights as a shareholder of Newmont with respect to the shares of Common Stock underlying the RSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been actually issued to Executive and transferred on the books and records of Newmont; provided, however, upon vesting of the RSUs pursuant to the Vesting Period, or Executive’s earlier termination of employment under circumstances entitling Executive to vest in the RSUs pursuant to Paragraph 3, Newmont shall make a cash payment to the Executive equal to any dividends paid with respect to shares of Common Stock underlying such RSUs from the date of this Agreement until the date such RSUs vest, minus any applicable taxes.

5. Withholding Taxes. Upon vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment under circumstances entitling Executive to vest in the RSUs pursuant to Paragraph 3, Executive shall be entitled to receive the shares of Common Stock, less an amount of shares of Common Stock with a Fair Market Value on the date of vesting equal to the minimum required withholding obligation taking into account Executive’s effective tax rate and all applicable federal, state, local and foreign taxes, and Executive shall be entitled to receive the net number of shares of Common Stock after withholding of shares for taxes unless such tax obligations are satisfied in accordance with Paragraph 6. Notwithstanding the foregoing, to the extent any such taxes are required by law to be withheld with respect to the Restricted Stock Units prior to the end of the Vesting Period, Executive agrees that Newmont may withhold such amount for taxes through payroll services from other cash compensation payable to Executive from Newmont.

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6. Delivery of Shares of Common Stock. As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided , however , that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

7. Nontransferability. Executive’s interest in the RSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Executive.

8. Acknowledgements. Executive acknowledges receipt of and understands and agrees to the terms of the RSUs award and the Plan. In addition to the above terms, Executive understands and agrees to the following:

(a) Executive hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the completion of the Vesting Period. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(b) Executive acknowledges that as of the date of this Agreement, the Agreement, the Grant Acknowledgement and the Plan set forth the entire understanding between Executive and Newmont regarding the acquisition of shares of Common Stock underlying the RSUs in Newmont and supersedes all prior oral and written agreements pertaining to the RSUs.

(c) Executive understands that his or her employer, Newmont and its Subsidiaries hold certain personal information about Executive, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title and details of all RSUs or other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding (“personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about Executive. Executive hereby gives explicit consent to Newmont and any of its Subsidiaries to process any such personal data and/or sensitive personal data. Executive also hereby gives explicit consent to Newmont to transfer any such personal data and/or sensitive personal data outside the country in which Executive is employed, including, but not limited to the United States. The legal persons for whom such personal data are intended include, but are not limited to Newmont and its agent, Computershare Investor Services. Executive has been informed of his or her right of access and correction to his or her personal data by applying to Director of Compensation, Newmont Corporate.

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(d) Executive understands that Newmont has reserved the right to amend or terminate the Plan at any time, and that the award of RSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional RSUs in any future year or in any given amount. Executive acknowledges and understands that the RSUs are awarded in connection with Executive’s status as an employee of his or her employer and can in no event be interpreted or understood to mean that Newmont is Executive’s employer or that there is an employment relationship between Executive and Newmont. Executive further acknowledges and understands that Executive’s participation in the Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, other than to the extent required by local law.

(e) Executive acknowledges and understands that the future value of the shares of Common Stock acquired by Executive under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Executive irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.

(f) Executive acknowledges that the vesting of the RSUs ceases upon the earlier of termination of employment or receipt of notice of termination of employment for any reason, except as may otherwise be explicitly provided herein, and the Executive irrevocably waives any right to the contrary under applicable law.

(g) Executive acknowledges that the Executive’s acceptance of the RSUs, including the terms and conditions herein, is voluntary.

9. Miscellaneous

(a) No Right to Continued Employment. Neither the RSUs nor any terms contained in this Agreement shall confer upon Executive any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Executive acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through the act of being hired, being granted the RSUs or acquiring shares of Common Stock hereunder.

(b) Compliance with Laws and Regulations. The award of the RSUs to Executive and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, local and foreign laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

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(c) Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Executive shall execute, prior to the delivery of any shares of Common Stock to Executive by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Executive represents and warrants that Executive is purchasing or acquiring the shares acquired under this Agreement for Executive’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Executive shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

(d) Definitions. All capitalized terms that are used in this Agreement that are not defined herein have the meanings defined in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail.

(e) Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Executive, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Executive at his or her last known address as set forth in Newmont’s records.

(f) Severability. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h) Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Executive, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the RSUs in the event of Executive’s death in accordance with Section 14(b) of the Plan.

(i) Specified Employee Delay . If Newmont determines that settlement of RSUs hereunder (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”), (ii) is made to Executive by reason of his or her “separation from service” (within the meaning of Code Section 409A), and (iii) Executive is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, transfers of Common Stock will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, on Executive’s death.

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(j) Modification. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the parties hereto. Notwithstanding any other provision of this Agreement to the contrary, the Committee may amend this Agreement to the extent it determines necessary or appropriate to comply with the requirements of Code Section 409A and the guidance thereunder and any such amendment shall be binding on Executive.

IN WITNESS WHEREOF, pursuant to Executive’s Grant Acknowledgement (including without limitation, the Terms and Conditions section hereof), incorporated herein by reference, and electronically executed by Executive, Executive agrees to the terms and conditions of this Award Agreement.

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Exhibit 10.7

Grades 107-109

NEWMONT MINING CORPORATION

2013 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Agreement (“Agreement”), dated May 3, 2013, is made between Newmont Mining Corporation (“Newmont”) and “Employee,” as specified in his or her Grant Summary and Grant Acknowledgment (collectively, the “Grant Acknowledgment”). The Grant Acknowledgment is set forth on the Computershare Shareowner Services—Employee Online webpage.

The Grant Acknowledgment is incorporated by reference herein. This Agreement shall be deemed executed by Employee upon his or her electronic execution of the Grant Acknowledgment. All capitalized terms that are not defined herein shall have the meaning as defined in the Newmont Mining Corporation 2013 Stock Incentive Plan (“Plan”).

1. Award of Restricted Stock Units. Newmont hereby grants to Employee the right to receive from Newmont the number of shares of $1.60 par value Common Stock of Newmont (the “Restricted Stock Units” or “RSU’s”) (rounded down to the nearest whole share) specified in the Grant Acknowledgment, pursuant to the terms and subject to the conditions and restrictions set forth in this Agreement and the Plan, including the Vesting Period, as such term is defined in this Agreement, and in connection with such award, Newmont and Employee hereby agree as follows:


Date		Percentage Vested
May 3, 2014		33%
May 3, 2015		33%
May 3, 2016		34%

3. Termination of Employment for death, disability, and following change of control. Notwithstanding the foregoing, if (i) Employee dies, or (ii) Employee’s employment by Newmont or any Subsidiary terminates by reason of (a) disability (as determined under the terms of the Long-Term Disability Plan of Newmont), or (b) termination of employment entitling Employee to benefits under a Change of Control Plan of Newmont , in any such case prior to the completion of the Vesting Period, the Vesting Period shall terminate, and all RSUs not theretofore forfeited in accordance with this Agreement shall become fully vested and nonforfeitable, as of the date of Employee’s death or other termination of employment, referred to in clause (i) or (ii) above.

Separation of Employment under the Severance Plan of Newmont or Retirement. Notwithstanding the foregoing, if Employee ceases to be employed by Newmont and/or a Subsidiary prior to completion of the Vesting Period as a result of: a) a termination of employment entitling Employee to benefits under a Severance Plan of Newmont, or; b) retirement under the Pension Plan of Newmont entitling Employee to an immediate pension (not including stable value retirement unless Employee has reached the age of 65 or retirement under the International Retirement Plan of Newmont (“IRP”) entitling Employee to 100% vesting in the IRP supplemental amount), the Vesting Period shall terminate for a pro-rata percentage of the shares granted, based upon the date of grant and separation date, in accordance with the following formula:

vested =

[

Total Shares

Covered by

This Grant
Agreement

Days Elapsed From Date of Grant to Date of Termination of Employment

]

Prior

Vestings

1,095

If Employee ceases to be employed by Newmont and/or a Subsidiary prior to the completion of the Vesting Period under circumstances other than those set forth above, namely death, disability, termination qualifying for benefits under a Change of Control Plan of Newmont, separation qualifying for benefits under a Severance Plan of Newmont or retirement as stated above, Employee agrees that any unvested RSUs will be immediately and unconditionally forfeited without any action required by Employee or Newmont, to the extent that the Vesting Period had not ended in accordance with Paragraph 2 as of the date of such cessation of employment.

4. No Ownership Rights Prior to Issuance of Common Stock. Employee shall not have any rights as a shareholder of Newmont with respect to the shares of Common Stock underlying the RSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after the shares of Common Stock have been actually issued to Employee and transferred on the books and records of Newmont.

5. Withholding Taxes. Upon vesting pursuant to the Vesting Period, or Employee’s earlier termination of employment under circumstances entitling Employee to vest in the RSUs pursuant to Paragraph 3, Employee shall be entitled to receive the shares of Common Stock, less an amount of shares of Common Stock with a Fair Market Value on the date of vesting equal to the minimum required withholding obligation taking into account Employee’s effective tax rate and all applicable federal, state, local and foreign taxes, and Employee shall be entitled to receive the net number of shares of Common Stock after withholding of shares for taxes unless such tax obligations are satisfied in accordance with Paragraph 6. Notwithstanding the foregoing, to the extent any such taxes are required by law to be withheld with respect to the Restricted Stock Units prior to the end of the Vesting Period, Employee agrees that Newmont may withhold such amount for taxes through payroll services from other cash compensation payable to Employee from Newmont.

6. Delivery of Shares of Common Stock. As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Employee’s earlier termination of employment or other event entitling Employee to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Employee a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Employee in accordance with the provisions of this Agreement; provided , however , that Newmont may allow Employee to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Employee’s tax withholding obligations with respect to such Common Stock), sold on behalf of Employee, with the cash proceeds thereof, net of tax withholding, remitted to Employee, in lieu of Employee receiving a stock certificate or electronic delivery of shares in a direct registration system.

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7. Nontransferability. Employee’s interest in the RSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as the shares of Common Stock have actually been issued and delivered to Employee.

8. Acknowledgements. Employee acknowledges receipt of and understands and agrees to the terms of the RSUs award and the Plan. In addition to the above terms, Employee understands and agrees to the following:

(a) Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the completion of the Vesting Period. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(b) Employee acknowledges that as of the date of this Agreement, the Agreement, the Grant Acknowledgement and the Plan set forth the entire understanding between Employee and Newmont regarding the acquisition of shares of Common Stock underlying the RSUs in Newmont and supersedes all prior oral and written agreements pertaining to the RSUs.

(c) Employee understands that his or her employer, Newmont and its Subsidiaries hold certain personal information about Employee, including but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality, job title and details of all RSUs or other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding (“personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about Employee. Employee hereby gives explicit consent to Newmont and any of its Subsidiaries to process any such personal data and/or sensitive personal data. Employee also hereby gives explicit consent to Newmont to transfer any such personal data and/or sensitive personal data outside the country in which Employee is employed, including, but not limited to the United States. The legal persons for whom such personal data are intended include, but are not limited to Newmont and its agent, Computershare Investor Services. Employee has been informed of his or her right of access and correction to his or her personal data by applying to Director of Compensation, Newmont Corporate.

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(d) Employee understands that Newmont has reserved the right to amend or terminate the Plan at any time, and that the award of RSUs under the Plan at one time does not in any way obligate Newmont or its Subsidiaries to grant additional RSUs in any future year or in any given amount. Employee acknowledges and understands that the RSUs are awarded in connection with Employee’s status as an employee of his or her employer and can in no event be interpreted or understood to mean that Newmont is Employee’s employer or that there is an employment relationship between Employee and Newmont. Employee further acknowledges and understands that Employee’s participation in the Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, other than to the extent required by local law.

(e) Employee acknowledges and understands that the future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise.

(f) Employee acknowledges that the vesting of the RSUs ceases upon the earlier of termination of employment or receipt of notice of termination of employment for any reason, except as may otherwise be explicitly provided herein, and the Employee irrevocably waives any right to the contrary under applicable law.

(g) Employee acknowledges that the Employee’s acceptance of the RSUs, including the terms and conditions herein, is voluntary.

9. Miscellaneous

(a) No Right to Continued Employment. Neither the RSUs nor any terms contained in this Agreement shall confer upon Employee any expressed or implied right to be retained in the service of any Subsidiary for any period at all, nor restrict in any way the right of any such Subsidiary, which right is hereby expressly reserved, to terminate his or her employment at any time with or without cause. Employee acknowledges and agrees that any right to receive delivery of shares of Common Stock is earned only by continuing as an employee of a Subsidiary at the will of such Subsidiary, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through the act of being hired, being granted the RSUs or acquiring shares of Common Stock hereunder.

(b) Compliance with Laws and Regulations. The award of the RSUs to Employee and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, local and foreign laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

(c) Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Employee shall execute, prior to the delivery of any shares of Common Stock to Employee by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Employee represents and warrants that Employee is purchasing or acquiring the shares acquired under this Agreement for Employee’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Employee shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

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(e) Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Employee, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Employee at his or her last known address as set forth in Newmont’s records.

(f) Severability. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h) Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Employee, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the RSUs in the event of Employee’s death in accordance with Section 14(b) of the Plan.

(i) Specified Employee Delay . If Newmont determines that settlement of RSUs hereunder (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”), (ii) is made to Employee by reason of his or her “separation from service” (within the meaning of Code Section 409A), and (iii) Employee is a “specified employee” (within the meaning of Code Section 409A) at the time settlement would otherwise occur, transfers of Common Stock will be delayed until the first day of the seventh month following the date of such separation from service or, if earlier, on Employee’s death.

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IN WITNESS WHEREOF, pursuant to Employee’s Grant Acknowledgement (including without limitation, the Terms and Conditions section hereof), incorporated herein by reference, and electronically executed by Employee, Employee agrees to the terms and conditions of this Award Agreement.

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Exhibit 10.8

NEWMONT MINING CORPORATION

2013 STOCK INCENTIVE PLAN

DIRECTOR STOCK UNIT AGREEMENT

This Director Stock Unit Agreement (“Agreement”) is dated as of April 25, 2013, between Newmont Mining Corporation, a Delaware corporation (“Newmont”), and Board Director (“Director”).

WITNESSETH:

WHEREAS, Director is a director of Newmont; and

WHEREAS, in recognition of the Director’s service as a director of Newmont rendered and to be rendered during the 2013 calendar year, the Board of Directors, the Compensation Committee and the Corporate Governance and Nominating Committee (“Newmont Committee”) has awarded Director a right to receive shares of common stock, $1.60 par value, of Newmont (“Common Stock”) pursuant to the terms and conditions of this Agreement and those of the Newmont Mining Corporation 2013 Stock Incentive Plan (“Plan”); capitalized terms used but not defined herein shall have the meanings given such terms in the Plan.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, Newmont hereby documents such award to Director of a right to receive 3,748 shares of Common Stock (rounded down to the nearest whole share), pursuant to the terms and conditions set forth in this Agreement and the Plan (each such right to receive a share of Common Stock, a “DSU,” and collectively, the “DSUs”), and in connection with such award, Newmont and Director hereby agree as follows:

AGREEMENT:

1. Immediate Vesting. The DSUs are immediately fully vested and nonforfeitable.

2. No Ownership Rights Prior to Issuance of Common Stock. Director shall not have any rights as a stockholder of Newmont with respect to the shares of Common Stock underlying the DSUs, including but not limited to the right to vote with respect to such shares of Common Stock, until and after such shares of Common Stock have been actually issued to Director and transferred on the books and records of Newmont; provided, however, that each DSU shall accrue Dividend Equivalents during the period from the date of this Agreement until the date such shares are delivered in accordance with Paragraph 3, payable in cash at the time specified in Paragraph 3.

3. Delivery of Shares of Common Stock. As soon as reasonably practicable following the date of Director’s retirement from the Board, Newmont shall cause to be delivered to Director the full number of shares of Common Stock underlying the DSUs, together with all accrued Dividend Equivalents, subject to satisfaction of any applicable tax withholding pursuant to Section 18 of the Plan. For purposes of this Agreement, “retirement” from the Board means separation from service (as a director, employee or other service provider) with Newmont and the Affiliates under any circumstances, including due to death.

4. Nontransferability. Director’s interest in the DSUs and any shares of Common Stock relating thereto may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated otherwise than by will or by the laws of descent and distribution, prior to such time as such shares of Common Stock have actually been issued and delivered to Director.

5. Acknowledgements. Director acknowledges receipt of and understands and agrees to the terms of the DSUs awarded hereunder and the Plan. In addition to the above terms, Director understands and agrees to the following:

(a) Director hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof, including the terms and provisions adopted after the date of this Agreement but prior to the distribution of Common Stock underlying the DSUs. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(b) Director acknowledges that this Agreement and the Plan set forth the entire understanding between Director and Newmont regarding the DSUs and the shares of Common Stock underlying the DSUs and supersedes any prior oral and written agreements pertaining to the DSUs and/or such shares.

(c) Director understands that Newmont and/or the Affiliates hold certain personal information about Director, including but not limited to his or her name, home address, telephone number, date of birth, social security number, remuneration, nationality, title and details of all DSUs or other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding (“personal data”). Certain personal data may also constitute “sensitive personal data” within the meaning of applicable law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about Director. Director hereby gives explicit consent to Newmont and any of the Affiliates to process any such personal data and/or sensitive personal data. Director also hereby gives explicit consent to Newmont to transfer any such personal data and/or sensitive personal data outside the country in which Director renders services, including, but not limited to, the United States. The legal persons for whom such personal data are intended include, but are not limited to, Newmont and its stock transfer agent, Computershare Shareowner Services. Director has been informed of his or her right of access and correction to his or her personal data by applying to the Executive Vice President and Corporate Secretary of Newmont.

- 2 -

(d) Director understands that Newmont has reserved the right to amend or terminate the Plan at any time, and that the award of DSUs under the Plan at one time does not in any way obligate Newmont or any Affiliate to grant additional DSUs or other Awards in any future year or in any given amount, except in accordance with the express terms and conditions of the Plan, as in effect from time to time. Director acknowledges and understands that the DSUs are awarded in connection with Director’s status as a non-employee director of Newmont and can in no event be interpreted or understood to mean that Newmont is Director’s employer or that there is an employment relationship between Director and Newmont. Director further acknowledges and understands that Director’s participation in the Plan is voluntary and that the DSUs and any future Awards under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, other than to the extent required by local law or as expressly set forth in the Plan or to the extent expressly determined by the Board or the Newmont Committee.

(e) Director acknowledges and understands that the future value of the shares of Common Stock acquired by Director under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan, and Director irrevocably releases Newmont and the Affiliates from any such claim that may arise.

6. No Right to Continued Service. Neither the DSUs nor any terms contained in this Agreement shall confer upon Director any express or implied right to be retained in the service of Newmont or any Affiliate for any period at all, nor restrict in any way the right of Newmont or any Affiliate, which right is hereby expressly reserved, to terminate his or her service at any time with or without cause, subject to applicable law and the applicable provisions of Newmont’s Certificate of Incorporation and By-laws.

7. Compliance with Laws and Regulations. The award of the DSUs to Director and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (a) all applicable federal, state, local and non-United States laws, rules and regulations, and (b) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Newmont Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, shares of Common Stock shall not be delivered hereunder if such delivery would be contrary to applicable law or the rules of any stock exchange.

8. Investment Representation. If at the time of delivery of shares of Common Stock, the Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, Director shall, if requested by the Newmont Committee, execute, prior to the delivery of any shares of Common Stock to Director by Newmont, an agreement (in such form as the Newmont Committee may specify) in which Director represents and warrants that Director is purchasing or acquiring the shares acquired under this Agreement for Director’s own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption Director shall, prior to any offer for sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Newmont Committee, from counsel for or approved by the Newmont Committee, as to the applicability of such exemption thereto.

- 3 -

9. Notices. Any notice or other communication required or permitted hereunder shall, if to Newmont, be in accordance with the Plan, and, if to Director, be in writing and delivered in person or by registered or certified mail or overnight courier, postage prepaid, addressed to Director at his or her last known address as set forth in Newmont’s records.

10. Severability. If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

11. Governing Law. Except as to matters concerning the issuance of Common Stock or other matters of corporate governance, which shall be determined, and related DSU provisions construed, under the General Corporation Law of the State of Delaware, this Agreement shall be governed by the laws of the State of Colorado, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties hereto submit to the exclusive jurisdiction and venue of the federal or state courts of Colorado to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.

12. Modification. Except as otherwise permitted by the Plan, this Agreement may not be modified or amended, nor may any provision hereof be waived, in any way except in writing signed by the parties hereto.

13. Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or hypothecated by either party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, including, in the case of Director, his or her estate, heirs, executors, legatees, administrators, designated beneficiary and personal representatives. Nothing contained in this Agreement shall be deemed to prevent transfer of the DSUs in the event of Director’s death in accordance with Section 14(b) of the Plan.

14. Counterparts. This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, Newmont Mining Corporation has caused this Agreement to be executed by a duly authorized officer, and Director has executed this Agreement, both as of the day and year first written above.


NEWMONT MINING CORPORATION

By:
	Name:	Stephen P. Gottesfeld
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Agreed to this day of , .

Director

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Exhibit 12.1

NEWMONT MINING CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Amounts in millions, except ratio)


	Six Months Ended
	June 30, 2013
Earnings:
Loss before income and mining tax and other items ⁽¹⁾	$	(2,085	)
Adjustments:
Fixed charges added to earnings		143
Amortization of capitalized interest		13

	$	(1,929	)

Fixed Charges:
Net interest expense ⁽²⁾	$	135
Portion of rental expense representative of interest		8

Fixed charges added to earnings		143
Capitalized interest		60

	$	203

Ratio of earnings to fixed charges		(9.5	)

⁽¹⁾	Excludes interest on income tax liabilities. Interest and penalties related to income taxes are included in Income and mining 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, Gary J. Goldberg, 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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/ GARY J. GOLDBERG

Gary J. Goldberg

Chief Executive Officer

(Principal Executive Officer)

July 25, 2013

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Thomas P. Mahoney, 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/ THOMAS P. MAHONEY

Thomas P. Mahoney

Interim Chief Financial Officer

(Principal Financial Officer)

July 25, 2013

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 June 30, 2013 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, Gary J. Goldberg, 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/ GARY J. GOLDBERG

Gary J. Goldberg

Chief Executive Officer

(Principal Executive Officer)

July 25, 2013

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 June 30, 2013 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, Thomas P. Mahoney, Interim 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/ THOMAS P. MAHONEY

Thomas P. Mahoney

Interim Chief Financial Officer

(Principal Financial Officer)

July 25, 2013

Exhibit 95

Mine Safety Disclosure

The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.

Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator (e.g. our subsidiary, Newmont USA Limited) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.

The below table reflects citations and orders issued to us by MSHA during the quarter ended June 30, 2013. The proposed assessments for the quarter ended June 30, 2013 were taken from the MSHA data retrieval system as of July 1, 2013.

Additional information about the Act and MSHA references used in the table follows.

•

Section 104(a) S&S Citations : Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.

•

Section 104(b) Orders : Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

•

Section 104(d) S&S Citations and Orders : Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.

•

Section 110(b)(2) Violations : Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

•

Section 107(a) Orders : Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.


Mine ⁽¹⁾	Section 104(a) S&S Citations ⁽²⁾		Section 104(b) Orders		Section 104(d) S&S Citations and Orders ⁽²⁾		Section 110(b)(2) Violations		Section 107(a) Orders		($ in millions) Proposed MSHA Assessments ⁽³⁾		Fatalities
Chukar		—		—		—		—		—	$	—		—
Emigrant		—		—		—		—		—	$	—		—
Exodus		1		—		—		—		—	$	—		1
Genesis		3		—		—		—		—	$	—		—
Leeville		3		1		—		—		—	$	—		—
Lone Tree		—		—		—		—		—	$	—		—
Midas		1		—		—		—		—	$	—		—
Pete Bajo		—		—		—		—		—	$	—		—
Phoenix		10		—		—		—		—	$	—		—
South Area		—		—		—		—		—	$	—		—
Twin Creeks		1		—		—		—		—	$	—		—
Vista		1		—		—		—		—	$	—		—

TOTAL		20		1		—		—		—	$	—		1

(1)

The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.

(2)	20 Section 104(a) S&S Citations and—Section 104(d) S&S Citations and Orders were subject to contest as of June 30, 2013.

(3)

Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and or orders preceding such dollar value in the corresponding row. No proposed assessments of the orders or citations listed above had yet been posted to the MSHA data retrieval system or made available to the Company by MSHA as of June 30, 2013.

Pattern or Potential Pattern of Violations . During the quarter ended June 30, 2013, none of the mines operated by us received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.

Pending Legal Actions . The following table reflects pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act, as of June 30, 2013, together with the number of legal actions instituted and the number of legal actions resolved during 2013.


Mine ⁽¹⁾	Pending Legal Actions as of 6/30/2013 ⁽²⁾		Legal Actions Instituted as of 6/30/2013		Legal Actions Resolved as of 6/30/2013
Chukar		—		—		—
Emigrant		—		—		—
Exodus		3		1		2
Genesis		—		—		2
Leeville		10		4		6
Lone Tree		—		—		1
Midas		6		2		4
Pete Bajo		—		—		1
Phoenix		1		—		2
South Area		6		2		4
Twin Creeks		2		2		—
Vista		1		2		1

TOTAL		29		13		23

(1)

The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.

(2)

The foregoing list includes legal actions which were initiated prior to the current reporting period and which do not necessarily relate to citations, orders or proposed assessments issued by MSHA during the quarter ended June 30, 2013. The number of legal actions noted above are reported on a per docket basis.

Legal actions pending before the Commission may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.

•

Contests of Citations and Orders: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.

•

Contests of Proposed Penalties (Petitions for Assessment of Penalties) : A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.

•

Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.

•

Complaints of Discharge, Discrimination or Interference : A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.

•

Applications for Temporary Relief : An application for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.

•

Appeals of Judges’ Decisions or Orders to the Commission : A filing with the Commission of a petition for discretionary review of a Judge’s decision or order by a person who has been adversely affected or aggrieved by such decision or order.

The following table reflects the types of legal actions pending before the Commission as of June 30, 2013.


Mine ⁽¹⁾	Contests of Citations and Orders		Contests of Proposed Penalties		Complaints for Compensation		Complaints of Discharge, Discrimination or Interference		Applications for Temporary Relief		Appeals of Judges’ Decisions or Orders to the Commission
Chukar		—		—		—		—		—		—
Emigrant		—		—		—		—		—		—
Exodus		—		1		—		—		—		—
Genesis		—		—		—		—		—		—
Leeville		—		13		—		—		—		—
Lone Tree		—		—		—		—		—		—
Midas		—		1		—		—		—		1
Pete Bajo		—		—		—		—		—		—
Phoenix		—		—		—		—		—		—
South Area		—		3		—		—		—		—
Twin Creeks		—		2		—		—		—		—
Vista		—		—		—		—		—		—

TOTAL		—		20		—		—		—		1

(1)

The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.