UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2009

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

For the transition period from                      to                     

NEWMONT MINING CORPORATION

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

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

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

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

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

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

There were 478,974,794 shares of common stock outstanding on April 22, 2009 (and 10,449,582 exchangeable shares).

 

 

TABLE OF CONTENTS

		Page
PART I
ITEM 1. FINANCIAL STATEMENTS			1
Consolidated Statements of Income			1
Consolidated Balance Sheets			2
Consolidated Statements of Cash Flows			3
Notes to Consolidated Financial Statements			4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION			40
Selected Financial and Operating Results			40
Consolidated Financial Results			40
Results of Consolidated Operations			45
Liquidity and Capital Resources			49
Environmental			51
Recently Adopted Accounting Pronouncements			51
Safe Harbor Statement			55
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			56
ITEM 4. CONTROLS AND PROCEDURES			59
PART II
ITEM 1. LEGAL PROCEEDINGS			60
ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES			60
ITEM 6. EXHIBITS			60
SIGNATURES			S-1
EXHIBIT INDEX			E-1
Exhibit 10.1
Exhibit 10.2
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in millions except per share)

		Three Months Ended
		March 31,
		2009				2008
Revenues
Sales — gold, net		$	1,391			$	1,511
Sales — copper, net			161				432
			1,552				1,943
Costs and expenses
Costs applicable to sales — gold (1)			668				641
Costs applicable to sales — copper (1)			85				150
Amortization			192				182
Accretion			9				8
Exploration			41				39
Advanced projects, research and development (Note 3)			31				30
General and administrative			39				29
Other expense, net (Note 4)			77				63
			1,142				1,142
Other income (expense)
Other income, net (Note 5)			9				15
Interest expense, net			(32	)			(28	)
			(23	)			(13	)
Income from continuing operations before income tax expense and other items			387				788
Income tax expense (Note 8)			(105	)			(232	)
Equity loss of affiliates			(5	)			(5	)
Income from continuing operations			277				551
Income from discontinued operations (Note 9)			—				6
Net income			277				557
Less: Net income attributable to noncontrolling interests (Note 10)			88				192
Net income attributable to Newmont stockholders		$	189			$	365
Net income attributable to Newmont stockholders:
Continuing operations		$	189			$	359
Discontinued operations			—				6
		$	189			$	365
Income per common share (Note 11)
Basic:
Continuing operations		$	0.40			$	0.80
Discontinued operations			—				0.01
		$	0.40			$	0.81
Diluted:
Continuing operations		$	0.40			$	0.79
Discontinued operations			—				0.01
		$	0.40			$	0.80
Basic weighted-average common shares outstanding			472				453
Diluted weighted-average common shares outstanding			473				457
Cash dividends declared per common share		$	0.10			$	0.10

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

NEWMONT MINING CORPORATION

CONSOLIDATED BALANCE SHEETS
(unaudited, in millions)

		At March 31,				At December 31,
		2009				2008
ASSETS
Cash and cash equivalents		$	1,451			$	435
Marketable securities and other short-term investments (Note 17)			13				12
Trade receivables			166				104
Accounts receivable			383				223
Inventories (Note 18)			475				519
Stockpiles and ore on leach pads (Note 19)			319				324
Deferred income tax assets			194				286
Other current assets (Note 20)			350				458
Current assets			3,351				2,361
Property, plant and mine development, net			10,194				10,132
Investments (Note 17)			753				655
Stockpiles and ore on leach pads (Note 19)			1,237				1,145
Deferred income tax assets			1,120				1,039
Other long-term assets (Note 20)			182				207
Goodwill			188				188
Total assets		$	17,025			$	15,727
LIABILITIES
Current portion of long-term debt (Note 21)		$	223			$	169
Accounts payable			276				412
Employee-related benefits			172				178
Income and mining taxes			98				58
Other current liabilities (Note 22)			802				779
Current liabilities			1,571				1,596
Long-term debt (Note 21)			2,749				3,072
Reclamation and remediation liabilities (Note 23)			717				716
Deferred income tax liabilities			1,124				1,051
Employee-related benefits			384				379
Other long-term liabilities (Note 22)			251				252
Total liabilities			6,796				7,066
Commitments and contingencies (Note 27)
STOCKHOLDERS’ EQUITY
Common stock			766				709
Additional paid-in capital			8,024				6,831
Accumulated other comprehensive loss			(208	)			(253	)
Retained earnings			189				4
Total Newmont stockholders’ equity			8,771				7,291
Noncontrolling interests			1,458				1,370
Total stockholders’ equity (Note 13)			10,229				8,661
Total liabilities and stockholders’ equity		$	17,025			$	15,727

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

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)

		Three Months Ended
		March 31,
		2009				2008
Operating activities:
Net income		$	277			$	557
Adjustments:
Amortization			192				182
Income from discontinued operations (Note 9)			—				(6	)
Accretion of accumulated reclamation obligations (Note 23)			12				10
Deferred income taxes			(19	)			(51	)
Write-down of investments			6				22
Stock based compensation and other benefits			14				11
Other operating adjustments and write-downs			35				23
Net change in operating assets and liabilities (Note 24)			(130	)			(154	)
Net cash provided from continuing operations			387				594
Net cash used in discontinued operations (Note 9)			—				(100	)
Net cash provided from operations			387				494
Investing activities:
Additions to property, plant and mine development			(330	)			(450	)
Investments in marketable debt and equity securities			—				(3	)
Acquisitions, net (Note 14)			(11	)			(318	)
Other			(13	)			4
Net cash used in investing activities of continuing operations			(354	)			(767	)
Net cash used in investing activities of discontinued operations (Note 9)			—				(3	)
Net cash used in investing activities			(354	)			(770	)
Financing activities:
Proceeds from debt, net			1,369				572
Repayment of debt			(1,590	)			(376	)
Dividends paid to common stockholders			(49	)			(45	)
Dividends paid to noncontrolling interests			—				(98	)
Proceeds from stock issuance, net			1,239				17
Change in restricted cash and other			13				1
Net cash provided from financing activities			982				71
Effect of exchange rate changes on cash			1				(12	)
Net change in cash and cash equivalents			1,016				(217	)
Cash and cash equivalents at beginning of period			435				1,231
Cash and cash equivalents at end of period		$	1,451			$	1,014

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

NEWMONT MINING CORPORATION

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

NOTE 1 BASIS OF PRESENTATION

The interim Consolidated Financial Statements (“interim statements”) of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2008, filed February 19, 2009. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”).

Certain amounts for the three months ended March 31, 2008 and at December 31, 2008 have been revised. The adjustments are of a normal recurring nature except as discussed below. The Company retrospectively adopted FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”), which requires an allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component) (see Note 2). Additionally, the Company adopted FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which requires the noncontrolling interests to be classified as a separate component of net income and stockholders’ equity.

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Post-Retirement Benefit Plan

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

Equity Method Investment

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

Equity-Linked Financial Instruments

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

NEWMONT MINING CORPORATION

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

Accounting for Convertible Debt Instruments

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

During July 2007, the Company completed an offering of $1,150 convertible senior notes due 2014 and 2017, each in the amount of $575. The 2014 notes, maturing on July 15, 2014, pay interest semi-annually at a rate of 1.25% per annum, and the 2017 notes, maturing on July 15, 2017, pay interest semi-annually at a rate of 1.625% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.21 per share of common stock (24,887,956 shares of common stock). In connection with the convertible senior notes offering, the Company entered into convertible note hedge transactions and warrant transactions (“Call Spread Transactions”). These transactions included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.21 was effectively increased to $60.27. As of March 31, 2009, the if-converted value did not exceed its principal amounts.

During February 2009, the Company completed an offering of $518 convertible senior notes due on February 15, 2012. The notes will pay interest semi-annually at a rate of 3.00% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.25 per share of common stock (11,189,189 shares of common stock). As of March 31, 2009, the if-converted value did not exceed its principal amounts.

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

		As of March 31, 2009												As of December 31, 2008
		Convertible Senior Notes Due												Convertible Senior Notes Due
		2012				2014				2017				2012				2014				2017
Additional paid-in capital		$	46			$	97			$	123			$	—			$	97			$	123
Principal amount of convertible note		$	518			$	575			$	575			$	—			$	575			$	575
Unamortized debt discount			(72	)			(122	)			(170	)			—				(127	)			(174	)
Net carrying amount of convertible note		$	446			$	453			$	405			$	—			$	448			$	401

FSP APB 14-1 required retrospective application to all periods presented. As a result of adopting FSP APB 14-1, the effective interest rates increased by approximately 5 percentage points to 8.5%, 6.0% and 6.25% for the 2012, 2014 and 2017 notes, respectively, for the non-cash amortization of the debt discount over the lives of the notes. Interest expense was increased by $8 which decreased the Company’s Income from continuing operations and Net income by $5 ($0.01 per share) for the three months ended March 31, 2008. Had FSP APB 14-1 been effective in 2008, the Company would have paid its fourth quarter 2008 dividends out of Additional paid-in capital rather than Retained earnings; therefore, the Company made the reclassification in 2009. Cash flows from operations were not impacted by the adoption of FSP APB 14-1. The impact on the Company’s 2009 opening balance in Retained earnings was as follows:

		At December 31,
		2008
Balance before application of FSP APB 14-1		$	7
Impact of adoption of FSP APB 14-1			(30	)
Reclassification of dividends to Additional paid-in capital			27
Balance after application of FSP APB 14-1		$	4

NEWMONT MINING CORPORATION

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

Following adoption and the issuance of the 2012 convertible senior notes in February 2009, the Company will amortize $375 ($244 net of tax) of debt discount over the remaining lives of the Company’s convertible senior notes. For the three months ended March 31, 2009, the Company recorded $6 and $11 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. The remaining unamortized debt discount will be amortized over the remaining 3, 5 and 8 year periods of the 2012, 2014 and 2017 convertible senior notes, respectively.

Accounting for the Useful Life of Intangible Assets

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

Derivative Instruments

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

Business Combinations

In December 2007, the FASB issued FAS 141(R) which replaces FAS 141, and provides new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. FAS 141(R) also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company adopted the provisions of FAS 141(R) on January 1, 2009 to be applied to all future business combinations. The Company expects to complete the acquisition of the remaining 33.33% interest in the Boddington project in the second quarter. See Note 14 for the Company’s disclosure regarding the pending Boddington acquisition.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”), which amends and clarifies FAS 141(R). The intent of FSP FAS 141(R)-1 is to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The Company will apply the provisions of FSP FAS 141(R)-1 to all future business combinations. See Note 14 for the Company’s disclosure regarding the pending Boddington acquisition.

NEWMONT MINING CORPORATION

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

Noncontrolling Interests

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

Fair Value Accounting

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

In April 2009, the FASB issued Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly. In April 2009, the FASB issued Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), which: 1) clarifies the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired, 2) provides guidance on the amount of an other-than-temporary impairment recognized in earnings and other comprehensive income and 3) expands the disclosures required for other-than-temporary impairments for debt and equity securities. Also in April 2009, the FASB issued Staff Position No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. Adoption of these Staff Positions is required for the Company’s interim reporting period beginning April 1, 2009 with early adoption permitted. The Company adopted the provisions of FSP FAS 157-4, FSP FAS 115-2 and FAS 124-2, and FSP FAS 107-1 and APB 28-1 for the interim period ended March 31, 2009. Refer to Note 15 for further details regarding the Company’s assets and liabilities measured at fair value.

NOTE 3 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

		Three Months Ended March 31,
		2009				2008
Hope Bay		$	5			$	5
Technical and project services			5				4
Nevada underground			5				—
Boddington			3				1
Callie Deeps			2				—
Fort a la Corne JV			1				7
Akyem			1				2
Other			9				11
		$	31			$	30

NEWMONT MINING CORPORATION

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

NOTE 4 OTHER EXPENSE, NET

		Three Months Ended March 31,
		2009				2008
Workforce reduction		$	14			$	—
Regional administration			12				9
Community development			10				14
Boddington acquisition costs (Note 14)			8				—
Peruvian royalty			6				7
Batu Hijau divestiture			5				3
Western Australia power plant			3				5
World Gold Council dues			3				3
Accretion, non-operating (Note 23)			3				2
Pension settlement loss (Note 6)			—				11
Reclamation estimate revisions (Note 23)			—				2
Other			13				7
		$	77			$	63

NOTE 5 OTHER INCOME, NET

		Three Months Ended March 31,
		2009				2008
Canadian Oil Sands Trust income		$	4			$	24
Interest income			3				10
Gain on asset sales, net			1				4
Gain on ineffective portion of derivative instruments, net (Note 16)			—				3
Foreign currency exchange losses, net			(3	)			(6	)
Write-down of investments (Note 17)			(6	)			(22	)
Other			10				2
		$	9			$	15

NOTE 6 EMPLOYEE PENSION AND OTHER BENEFIT PLANS

		Three Months Ended March 31,
		2009				2008
Pension benefit costs, net
Service cost		$	5			$	4
Interest cost			8				7
Expected return on plan assets			(7	)			(7	)
Amortization of loss			3				1
		$	9			$	5

		Three Months Ended March 31,
		2009				2008
Other benefit costs, net
Service cost		$	1			$	—
Interest cost			1				1
		$	2			$	1

For the three months ended March 31, 2009 and 2008, pension settlement losses of $nil and $11, respectively, related to senior management retirements were incurred. These costs were recorded in Other expense, net (see Note 4).

NEWMONT MINING CORPORATION

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

NOTE 7 STOCK BASED COMPENSATION

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

		Three Months Ended March 31,
		2009				2008
Stock options		$	3			$	3
Restricted stock			2				2
Restricted stock units			1				—
Deferred stock awards			3				2
		$	9			$	7

No stock option awards were granted during the three months ended March 31, 2009 and 2008. At March 31, 2009, there was $15 of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized on a weighted-average basis for a period of approximately 2.2 years.

No restricted stock awards were granted during the three months ended March 31, 2009. For the three months ended March 31, 2008, 107,920 shares of restricted stock were granted and issued, at the weighted-average fair market value of $49, per underlying share of the Company’s common stock.

For the three months ended March 31, 2009 and 2008, 292,216 and 5,072 shares of restricted stock units, respectively, were granted, at the weighted-average fair market value of $43 and $49, respectively, per underlying share of the Company’s common stock.

No deferred stock awards were granted during the three months ended March 31, 2009 and 2008.

NOTE 8 INCOME TAXES

The Company operates in numerous countries around the world and accordingly it is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual agreements with the local government, and others are defined by the general corporate income tax laws of the country. The Company has historically filed, and continues to file, all required income tax returns and paid the taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time, the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved. At March 31, 2009, the Company’s total unrecognized tax benefit was $173 for uncertain tax positions taken or expected to be taken on tax returns. Of this, $124 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate. Also included in the balance at March 31, 2009 are $11 of tax positions that, due to the impact of deferred tax accounting, the disallowance of which would not affect the annual effective tax rate.

As a result of (i) statute of limitations that will begin to expire within the next 12 months in various jurisdictions, and (ii) possible settlements of audit-related issues with taxing authorities in various jurisdictions 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 $3 to $5 in the next 12 months.

NEWMONT MINING CORPORATION

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

NOTE 9 DISCONTINUED OPERATIONS

Discontinued operations include the Company’s royalty portfolio and Pajingo operations, both sold in December 2007. During the first quarter of 2008, the Company recognized a $7 gain primarily related to additional royalty portfolio revenue in excess of the 2007 estimate and a $2 gain related to additional Pajingo asset sales. During the first quarter of 2008, the Company received $5 in cash and $5 in marketable securities related to the Pajingo asset sales.

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

		Three Months Ended
		March 31, 2008
Income from operations:
Royalty portfolio		$	7
Gain on sale of Pajingo assets			2
Pre-tax income			9
Income tax expense			(3	)
Income from discontinued operations		$	6

The following table details selected financial information included in Net cash used in discontinued operations and Net cash used in investing activities of discontinued operations:

		Three Months Ended
		March 31, 2008
Net cash used in discontinued operations:
Income from discontinued operations		$	6
Decrease in net operating liabilities			(106	)
		$	(100	)
Net cash used in investing activities of discontinued operations:
Proceeds from asset sales, net		$	(3	)

NOTE 10 NONCONTROLLING INTERESTS

		Three Months Ended
		March 31,
		2009				2008
Yanacocha		$	67			$	91
Batu Hijau			21				101
		$	88			$	192

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

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

NEWMONT MINING CORPORATION

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

NOTE 11 INCOME PER COMMON SHARE

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

		Three Months Ended
		March 31,
		2009				2008
Numerator:
Net income attributable to Newmont stockholders
Continuing operations		$	189			$	359
Discontinued operations			—				6
		$	189			$	365
Denominator:
Basic			472				453
Effect of employee stock based awards			1				4
Diluted			473				457
Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations		$	0.40			$	0.80
Discontinued operations			—				0.01
		$	0.40			$	0.81
Diluted:
Continuing operations		$	0.40			$	0.79
Discontinued operations			—				0.01
		$	0.40			$	0.80

In February 2009, the Company completed a public offering of 34,500,000 shares of common stock for net proceeds of $1,236.

Options to purchase 4.6 million and 1.2 million shares of common stock at average exercise prices of $47.16 and $54.73 were outstanding at March 31, 2009 and 2008, respectively, but were not included in the computation of diluted weighted average number of common shares because the strike prices of the options exceeded the price of the common stock.

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

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

NEWMONT MINING CORPORATION

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

NOTE 12 COMPREHENSIVE INCOME

		Three Months Ended
		March 31,
		2009				2008
Net income		$	277			$	557
Other comprehensive income (loss), net of tax:
Unrealized gain on marketable securities			93				35
Foreign currency translation adjustments			(47	)			(76	)
Change in pension and other benefit liabilities:
Net amount reclassified to income			1				7
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations			(19	)			17
Net amount reclassified to income			17				(3	)
Net unrecognized (loss) gain on derivatives			(2	)			14
			45				(20	)
Comprehensive income		$	322			$	537
Comprehensive income attributable to:
Newmont stockholders		$	234			$	345
Noncontrolling interests			88				192
		$	322			$	537

NEWMONT MINING CORPORATION

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

NOTE 13 CHANGES IN STOCKHOLDERS’ EQUITY

		Three Months Ended
		March 31,
		2009				2008
Common stock:
At beginning of period		$	709			$	696
Common stock offering			55				—
Stock based compensation			1				1
Shares issued in exchange for exchangeable shares			1				1
At end of period			766				698
Additional paid-in capital:
At beginning of period			6,831				6,916
Common stock offering			1,179				—
Convertible debt issuance			46				—
Common stock dividends			(45	)			(45	)
Stock based compensation			14				28
Shares issued in exchange for exchangeable shares			(1	)			(2	)
At end of period			8,024				6,897
Accumulated other comprehensive (loss) income:
At beginning of period			(253	)			957
Other comprehensive (loss) income (Note 12)			45				(20	)
At end of period			(208	)			937
Retained earnings:
At beginning of period			4				(809	)
Net income attributable to Newmont stockholders			189				370
Adoption of FSP ABP 14-1			—				(5	)
Common stock dividends			(4	)			—
At end of period			189				(444	)
Noncontrolling interests:
At beginning of period			1,370				1,449
Net income attributable to noncontrolling interests			88				192
Dividends paid to noncontrolling interests			—				(98	)
Acquisition of noncontrolling interest in Miramar Mining Corporation			—				(40	)
At end of period			1,458				1,503
Total stockholders’ equity		$	10,229			$	9,591

NOTE 14 ACQUISITIONS

On January 27, 2009, the Company entered into a definitive sale and purchase agreement with AngloGold Ashanti Australia Limited (“AngloGold”) to acquire its 33.33% interest in the Boddington project in Western Australia. Upon expected completion of the acquisition in the second quarter, subject to satisfaction or waiver of certain conditions and approvals, Newmont will own 100% of the project. Consideration for the acquisition consists of $750 payable in cash at closing, $240 payable in cash and/or Newmont common stock, at the Company’s option, in December 2009, and a contingent payment capped at $100, equal to 50% of the average realized operating margin (if any) exceeding $600 per ounce, payable on one-third of gold sales from Boddington. Newmont will also reimburse all capital expenditures funded by AngloGold from January 1, 2009 through the closing date. During the first quarter of 2009, we expensed $8 in acquisition costs, and expect to incur an additional $55-$60 in the second quarter of 2009, primarily related to transfer taxes.

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

In December 2007, the Company purchased approximately 70% of the common shares of Miramar Mining Corporation (“Miramar”), which, in addition to the shares previously owned, brought the Company’s interest in Miramar to approximately 78%. During the first quarter of 2008, the Company completed the acquisition of 100% of Miramar. All shares were purchased for C$6.25 per share in cash.

NEWMONT MINING CORPORATION

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

NOTE 15 FAIR VALUE ACCOUNTING

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

	Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2		Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
	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).

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

		Fair Value at March 31, 2009
		Total				Level 1				Level 2				Level 3
Assets:
Cash equivalents		$	833			$	833			$	—			$	—
Marketable equity securities			717				717				—				—
Corporate marketable debt securities			4				4				—				—
Other marketable debt securities:
Auction rate securities			4				—				—				4
Asset backed commercial paper			20				—				—				20
Trade receivable from provisional copper and gold concentrate sales, net			118				118				—				—
		$	1,696			$	1,672			$	—			$	24
Liabilities:
Derivative instruments, net		$	99			$	—			$	99			$	—
8 5/8% debentures (hedged portion)			93				—				93				—
		$	192			$	—			$	192			$	—

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

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

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

NEWMONT MINING CORPORATION

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

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

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

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

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets for the three months ended March 31, 2009.

		Auction Rate				Asset Backed
		Securities				Commercial Paper				Total
Balance at beginning of period		$	4			$	23			$	27
Unrealized losses			—				(3	)			(3	)
Balance at end of period		$	4			$	20			$	24

Unrealized losses of $1 for the period were included in Accumulated other comprehensive loss as a result of changes in C$ exchange rates from December 31, 2008. Unrealized losses of $2 for the period were included in Accumulated other comprehensive loss as a result of mark-to-market changes from December 31, 2008. As of March 31, 2009, the assets classified within Level 3 of the fair value hierarchy represent 1% of the total assets measured at fair value.

NOTE 16 DERIVATIVE INSTRUMENTS

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

Cash Flow Hedges

Foreign Currency Contracts

Newmont entered into a series of foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in currency rates. Newmont entered into IDR/$ forward purchase contracts to hedge up to 80% of the Company’s IDR denominated operating expenditures which results in a blended IDR/$ rate realized each period. The hedges are forward purchase contracts with expiration dates ranging up to one year from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period IDR/$ rates. For the three months ended March 31, 2009 and 2008, the IDR/$ forward purchase contracts increased Batu Hijau Costs applicable to sales by $2 and reduced Batu Hijau Costs applicable to sales by $1, respectively. As of March 31, 2009, the Company has hedged 23% of its expected remaining 2009 IDR operating expenditures.

NEWMONT MINING CORPORATION

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

Newmont implemented a multi-year systematic, disciplined layered program to hedge up to 85% of the Company’s A$ denominated operating expenditures with forward contracts that have expiration dates ranging up to three years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ rates. Each month, fixed forward contracts are obtained to hedge 1/36^th of the forecasted monthly A$ operating cost exposure in the rolling three-year hedge period resulting in a blended $/A$ rate realized. For the three months ended March 31, 2009 and 2008, the A$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $16 and reduced Australia/New Zealand Costs applicable to sales by $1, respectively. As of March 31, 2009, the Company has hedged 63% of its expected remaining 2009 A$ operating expenditures, and 42%, 18% and 6% of its expected 2010, 2011 and 2012 A$ operating expenditures, respectively.

Newmont implemented a multi-year systematic, disciplined layered program to hedge up to 75% of the Company’s NZ$ denominated operating expenditures with forward contracts that have expiration dates ranging up to two years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/NZ$ rates. Each month, fixed forward contracts are obtained to hedge 1/24^th of the forecasted monthly NZ$ operating cost exposure in the rolling two-year hedge period resulting in a blended $/NZ$ rate realized. For the three months ended March 31, 2009 and 2008, the NZ$ operating hedge program increased Australia/New Zealand Costs applicable to sales by $2 and $nil, respectively. As of March 31, 2009, the Company has hedged 56% of its expected remaining 2009 NZ$ operating expenditures, and 26% and 2% of its expected 2010 and 2011 NZ$ operating expenditures, respectively.

Newmont implemented a program to hedge up to 95% of the Company’s A$ denominated capital expenditures related to the construction of Boddington. The program consists of a series of fixed forward contracts and bought call option contracts with expiration dates ranging up to one year from the date of issue. The realized gains and losses associated with the capital expenditure hedge program will impact Amortization during future periods in which the Boddington assets are placed into service and affect earnings. As of March 31, 2009, the Company has hedged 72% of its expected remaining A$ denominated Boddington capital expenditures for its 66.67% ownership.

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

Newmont had the following foreign currency derivative contracts outstanding at March 31, 2009:

		Expected Maturity Date
																		Total/
		2009				2010				2011				2012				Average
IDR Forward Purchase Contracts:
$(millions)		$	21			$	—			$	—			$	—			$	21
Average rate (IDR/$)			10,646				—				—				—				10,646
IDR notional (millions)			223,568				—				—				—				223,568
A$ Operating Forward Purchase Contracts:
$(millions)		$	293			$	336			$	140			$	10			$	779
Average rate ($/A$)			0.78				0.76				0.70				0.64				0.75
A$ notional (millions)			377				444				199				16				1,036
NZ$ Operating Forward Purchase Contracts:
$(millions)		$	29			$	15			$	—			$	—			$	44
Average rate ($/NZ$)			0.65				0.60				—				—				0.63
NZ$ notional (millions)			45				25				—				—				70
A$ Capital Forward Purchase Contracts:
$(millions)		$	135			$	—			$	—			$	—			$	135
Average rate ($/A$)			0.75				—				—				—				0.75
A$ notional (millions)			179				—				—				—				179
A$ Capital Call Option Contracts:
$(millions)		$	6			$	—			$	—			$	—			$	6
Average rate ($/A$)			0.69				—				—				—				0.69
A$ notional (millions)			9				—				—				—				9

NEWMONT MINING CORPORATION

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

Diesel Fixed Forward Contracts

Newmont implemented a program to hedge up to 66% of its operating cost exposure related to diesel prices of fuel consumed at its Nevada operations to reduce the variability in the diesel prices realized. The program consists of a series of financially settled fixed forward contracts with expiration dates of up to two years from the date of issue. For the three months ended March 31, 2009 and 2008, the Nevada diesel hedge program increased Nevada Costs applicable to sales by $7 and $nil, respectively. The contracts have been designated as cash flow hedges of future diesel purchases, and as such, the effective portion of unrealized changes in the market value have been recorded in Accumulated other comprehensive loss and are recorded in earnings during the period in which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge ineffectiveness are recognized in current earnings. As of March 31, 2009, the Company has hedged 46% of its expected remaining 2009 Nevada diesel expenditures, and 5% and 3% of its expected 2010 and 2011 Nevada diesel expenditures, respectively.

Newmont had the following diesel derivative contracts outstanding at March 31, 2009:

		Expected Maturity Date
														Total/
		2009				2010				2011				Average
Diesel Forward Purchase Contracts:
$(millions)		$	30			$	3			$	1			$	34
Average rate ($/gallon)			2.09				1.68				1.91				2.04
Diesel gallons (millions)			14				2				1				17

Fair Value Hedges

Interest Rate Swap Contracts

At March 31, 2009, Newmont had $100 fixed to floating swap contracts designated as a hedge against a portion of its 8 5/8% debentures. The interest rate swap contracts were transacted to provide balance to the Company’s mix of fixed and floating rate debt. Under the hedge contract terms, the Company receives fixed-rate interest payments at 8.625% and pays floating-rate interest amounts based on periodic London Interbank Offered Rate (“LIBOR”) settings plus a spread, ranging from 2.60% to 3.49%. The interest rate swap contracts were designated as fair value hedges, and as such, changes in fair value have been recorded in income in each period, consistent with recording changes to the mark-to-market value of the underlying hedged liability in income. Changes in the mark-to-market value of the effective portion of the interest rate swap contracts are recognized as a component of Interest expense, net. The hedge contracts decreased Interest expense, net by $1 and $nil for the three months ended March 31, 2009 and 2008, respectively. For the three months ended March 31, 2009 and 2008, gains of $nil and $3, respectively, were included in Other income, net of the ineffective portion of derivative instruments designated as fair value hedges.

NEWMONT MINING CORPORATION

NOTES TO 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 under FAS 133 with fair values at March 31, 2009 and December 31, 2008:

		Fair Values of Derivative Instruments
		At March 31, 2009
		Other				Other				Other				Other
		Current				Long-Term				Current				Long-Term
		Assets				Assets				Liabilities				Liabilities
Foreign currency exchange contracts:
IDR operating forward purchase contracts		$	—			$	—			$	2			$	—
NZ$ operating forward contracts			—				—				5				—
A$ forward purchase contracts			7				2				63				36
Diesel forward contracts			—				—				11				—
Interest rate swap contracts			1				8				—				—
Total derivative instruments (Notes 20 and 22)		$	8			$	10			$	81			$	36

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

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

		Foreign Currency
		Exchange Contracts								Diesel Forward Contracts
		2009				2008				2009				2008
For the three months ended March 31,
Cash flow hedging relationships:
(Loss) gain recognized in other comprehensive loss (effective portion)		$	(24	)		$	26			$	(3	)		$	—
(Loss) gain reclassified from Accumulated other comprehensive loss into income (effective portion) (1)			(21	)			2				(7	)			—
		$	(45	)		$	28			$	(10	)		$	—

NEWMONT MINING CORPORATION

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

The amount to be reclassified from Accumulated other comprehensive loss, net of tax to income for derivative instruments during the next 12 months is a loss of approximately $31.

		Interest Rate								8 5/8% Debentures
		Swap Contracts								(Hedged Portion)
		2009				2008				2009				2008
For the three months ended March 31,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)		$	1			$	—			$	(1	)		$	—
Gain (loss) recognized in income (ineffective portion) (2)			—				3				(1	)			—
		$	1			$	3			$	(2	)		$	—

Provisional Copper and Gold Sales

Under the long-established structure of sales agreements prevalent in the industry, substantially all of the Company’s copper and gold concentrate sales are provisionally priced at the time of shipment. The provisional prices are finalized in a contractually specified future period (generally one to five months from the shipment date) primarily based on quoted LME prices (copper) and the London P.M. fix (gold). Sales subject to final pricing are generally settled in a subsequent month or quarter. Because a significant portion of the Company’s copper and gold concentrate sales in any quarterly period usually remain subject to final pricing, the quarter-end forward price is a major determinant of recorded revenues and the average recorded copper price for the period.

LME copper prices averaged $1.56 per pound during the first quarter of 2009, compared with the Company’s recorded average provisional price of $1.62 per pound before mark-to-market gains and treatment and refining charges. The applicable forward copper price at the end of the quarter was $1.83 per pound. During the first quarter of 2009, increasing copper prices resulted in a provisional pricing mark-to-market gain of $29 ($0.30 per pound). At March 31, 2009, the Company had copper sales of 86 million pounds priced at an average of $1.83 per pound, subject to final pricing over the next several months.

The average London P.M. fix was $908 per ounce during the first quarter of 2009, compared with the Company’s recorded average provisional price of $905 per ounce before mark-to-market gains and treatment and refining charges. The applicable forward gold price at the end of the quarter was $921 per ounce. During the first quarter of 2009, changes in gold prices resulted in a provisional pricing mark-to-market gain of $1 ($1 per ounce). At March 31, 2009, the Company had gold sales of 51,000 ounces priced at an average of $921 per ounce, subject to final pricing in the second quarter of 2009.

NEWMONT MINING CORPORATION

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

NOTE 17 INVESTMENTS

		At March 31, 2009
		Cost/Equity				Unrealized								Fair/Equity
		Basis				Gain				Loss				Basis
Current:
Marketable Equity Securities		$	11			$	3			$	(1	)		$	13
Long-term:
Marketable Debt Securities:
Asset backed securities		$	24			$	—			$	(4	)		$	20
Auction rate securities			7				—				(3	)			4
Other			4				—				—				4
			35				—				(7	)			28
Marketable Equity Securities:
Canadian Oil Sands Trust			243				352				—				595
Gabriel Resources Ltd.			62				35				—				97
Shore Gold Inc.			4				—				—				4
Other			7				1				—				8
			316				388				—				704
Other investments, at cost			7				—				—				7
Investment in Affiliates:
AGR Matthey Joint Venture			14				—				—				14
		$	372			$	388			$	(7	)		$	753

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