Edgar Filing: NEWMONT MINING CORP /DE/

Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)


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

For the Quarterly Period Ended June 30, 2011


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

For the transition period from to

Commission File Number: 001-31240

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)


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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 487,574,675 shares of common stock outstanding on July 21, 2011 (and 6,603,235 exchangeable shares).

TABLE OF CONTENTS


	Page
PART I

ITEM 1. FINANCIAL STATEMENTS		1

Condensed Consolidated Statements of Income		1

Condensed Consolidated Statements of Cash Flows		2

Condensed Consolidated Balance Sheets		3

Notes to Condensed Consolidated Financial Statements		4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43

Overview		43

Selected Financial and Operating Results		45

Consolidated Financial Results		45

Results of Consolidated Operations		51

Liquidity and Capital Resources		56

Environmental		59

Accounting Developments		59

Non-GAAP Financial Measures		60

Safe Harbor Statement		62

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		63

ITEM 4. CONTROLS AND PROCEDURES		65

PART II

ITEM 1. LEGAL PROCEEDINGS		66

ITEM 1A. RISK FACTORS		66

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES		66

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		66

ITEM 5. OTHER INFORMATION		66

ITEM 6. EXHIBITS		67

SIGNATURES		68

EXHIBIT INDEX		69

Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 99.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION


ITEM 1.		FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in millions except per share)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010

Sales (Note 3)	$	2,384		$	2,153		$	4,849		$	4,395

Costs and expenses
Costs applicable to sales ⁽¹⁾ (Note 3)		917			848			1,857			1,717
Amortization		250			231			506			455
Reclamation and remediation (Note 4)		43			13			57			26
Exploration		89			53			151			96
Advanced projects, research and development (Note 5)		86			57			154			103
General and administrative		50			43			95			88
Other expense, net (Note 6)		87			61			160			150

		1,522			1,306			2,980			2,635

Other income (expense)
Other income, net (Note 7)		48			44			79			92
Interest expense, net		(63	)		(69	)		(128	)		(144	)

		(15	)		(25	)		(49	)		(52	)

Income before income and mining tax and other items		847			822			1,820			1,708
Income and mining tax expense (Note 10)		(187	)		(283	)		(492	)		(424	)
Equity income (loss) of affiliates		—			(2	)		2			(4	)

Income from continuing operations		660			537			1,330			1,280
Loss from discontinued operations (Note 11)		(136	)		—			(136	)		—

Net income		524			537			1,194			1,280
Net income attributable to noncontrolling interests (Note 12)		(137	)		(155	)		(293	)		(352	)

Net income attributable to Newmont stockholders	$	387		$	382		$	901		$	928


Net income attributable to Newmont stockholders:
Continuing operations	$	523		$	382		$	1,037		$	928
Discontinued operations		(136	)		—			(136	)		—

	$	387		$	382		$	901		$	928

Income per common share ⁽²⁾ (Note 13)
Basic:
Continuing operations	$	1.06		$	0.78		$	2.10		$	1.89
Discontinued operations		(0.28	)		—			(0.28	)		—

	$	0.78		$	0.78		$	1.82		$	1.89

Diluted:
Continuing operations	$	1.04		$	0.77		$	2.07		$	1.87
Discontinued operations		(0.27	)		—			(0.27	)		—

	$	0.77		$	0.77		$	1.80		$	1.87

Cash dividends declared per common share	$	0.20		$	0.10		$	0.35		$	0.20


⁽¹⁾		Excludes Amortization and Reclamation and remediation.

⁽²⁾		Attributable to Newmont stockholders.

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,
	2011			2010
Operating activities:
Net income	$	1,194		$	1,280
Adjustments:
Amortization		506			455
Loss from discontinued operations		136			—
Reclamation and remediation		57			26
Deferred income taxes		(38	)		(86	)
Stock based compensation and other non-cash benefits		44			39
Gain on asset sales, net		(53	)		(49	)
Other operating adjustments and write-downs		97			67
Net change in operating assets and liabilities (Note 25)		(540	)		(251	)

Net cash provided from continuing operations		1,403			1,481
Net cash used in discontinued operations		(2	)		(13	)

Net cash provided from operations		1,401			1,468

Investing activities:
Additions to property, plant and mine development		(1,020	)		(628	)
Proceeds from sale of marketable securities		55			1
Purchases of marketable securities		(15	)		(7	)
Acquisitions, net		(2,291	)		—
Proceeds from sale of other assets		6			52
Other		(15	)		(23	)

Net cash used in investing activities		(3,280	)		(605	)

Financing activities:
Proceeds from debt, net		775			—
Repayment of debt		(973	)		(263	)
Sale of noncontrolling interests		—			229
Acquisition of noncontrolling interests		—			(109	)
Dividends paid to common stockholders		(173	)		(98	)
Dividends paid to noncontrolling interests		(17	)		(307	)
Proceeds from stock issuance, net		8			30
Change in restricted cash and other		—			48

Net cash used in financing activities		(380	)		(470	)

Effect of exchange rate changes on cash		58			(6	)

Net change in cash and cash equivalents		(2,201	)		387
Cash and cash equivalents at beginning of period		4,056			3,215

Cash and cash equivalents at end of period	$	1,855		$	3,602

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,
	2011		2010
ASSETS
Cash and cash equivalents	$	1,855	$	4,056
Trade receivables		418		582
Accounts receivable		135		88
Investments (Note 19)		203		113
Inventories (Note 20)		671		658
Stockpiles and ore on leach pads (Note 21)		696		617
Deferred income tax assets		308		177
Other current assets (Note 22)		1,613		962

Current assets		5,899		7,253
Property, plant and mine development, net		16,663		12,907
Investments (Note 19)		1,675		1,568
Stockpiles and ore on leach pads (Note 21)		1,950		1,757
Deferred income tax assets		1,505		1,437
Other long-term assets (Note 22)		946		741

Total assets	$	28,638	$	25,663

LIABILITIES
Debt (Note 23)	$	539	$	259
Accounts payable		490		427
Employee-related benefits		229		288
Income and mining taxes		184		355
Other current liabilities (Note 24)		1,998		1,418

Current liabilities		3,440		2,747
Debt (Note 23)		3,771		4,182
Reclamation and remediation liabilities (Note 4)		1,032		984
Deferred income tax liabilities		2,735		1,488
Employee-related benefits		353		325
Other long-term liabilities (Note 24)		314		221

Total liabilities		11,645		9,947

Commitments and contingencies (Note 28)
EQUITY
Common stock		780		778
Additional paid-in capital		8,330		8,279
Accumulated other comprehensive income		1,310		1,108
Retained earnings		3,908		3,180

Newmont stockholders’ equity		14,328		13,345
Noncontrolling interests		2,665		2,371

Total equity		16,993		15,716

Total liabilities and equity	$	28,638	$	25,663

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, 2010 filed February 24, 2011 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by United States generally accepted accounting principles (“GAAP”).

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Business Combinations

In December 2010, FASB Accounting Standards Codification (“ASC”) guidance for business combinations was updated to clarify existing guidance which requires a public entity to disclose pro forma revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual period only. The update also expands the supplemental pro forma disclosures required to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. Adoption of the updated guidance, effective for the Company’s fiscal year beginning January 1, 2011, had no impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

Fair Value Accounting

In January 2010, ASC guidance for fair value measurements and disclosure was updated to require enhanced detail in the level 3 reconciliation. Adoption of the updated guidance, effective for the Company’s fiscal year beginning January 1, 2011, had no impact on the Company’s condensed consolidated financial position, results of operations or cash flows. Refer to Note 17 for further details regarding the Company’s assets and liabilities measured at fair value.

Recently Issued Accounting Pronouncements

Comprehensive Income

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update requires certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have an impact on the condensed 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)

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have a significant impact on the condensed consolidated financial position, results of operations or cash flows.

NOTE 3 SEGMENT INFORMATION


			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
	Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2011
Nevada	$	529	$	224	$	56	$	38	$	195
La Herradura		81		27		5		3		44
Hope Bay		—		—		4		52		(55	)
Other North America		—		—		—		1		47

North America		610		251		65		94		231


Yanacocha		524		190		66		11		232
Other South America		—		—		1		14		(16	)

South America		524		190		67		25		216


Boddington:
Gold		269		117		31		N/A		N/A
Copper		54		27		7		N/A		N/A

Total		323		144		38		2		140

Batu Hijau:
Gold		92		30		7		N/A		N/A
Copper		242		79		18		N/A		N/A

Total		334		109		25		1		186

Other Australia/New Zealand		375		158		31		10		168
Other Asia Pacific		—		—		—		5		(34	)

Asia Pacific		1,032		411		94		18		460


Ahafo		218		65		20		8		119
Other Africa		—		—		—		4		(6	)

Africa		218		65		20		12		113


Corporate and Other		—		—		4		26		(173	)

Consolidated	$	2,384	$	917	$	250	$	175	$	847

NEWMONT MINING CORPORATION

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


			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
	Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2010
Nevada	$	505	$	246	$	64	$	20	$	164
La Herradura		53		19		5		2		29
Hope Bay		—		—		3		33		(36	)
Other North America		—		—		—		—		(1	)

North America		558		265		72		55		156


Yanacocha		425		139		40		4		222
Other South America		—		—		—		10		(9	)

South America		425		139		40		14		213


Boddington
Gold		234		113		34		N/A		N/A
Copper		40		25		6		N/A		N/A

Total		274		138		40		3		92

Batu Hijau:
Gold		170		42		12		N/A		N/A
Copper		258		73		19		N/A		N/A

Total		428		115		31		—		270

Other Australia/New Zealand		308		136		24		7		142
Other Asia Pacific		—		—		1		5		(9	)

Asia Pacific		1,010		389		96		15		495


Ahafo		160		55		19		3		74
Other Africa		—		—		—		2		(1	)

Africa		160		55		19		5		73


Corporate and Other		—		—		4		21		(115	)

Consolidated	$	2,153	$	848	$	231	$	110	$	822

NEWMONT MINING CORPORATION

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


			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
	Sales		Sales		Amortization		Exploration		Income			Assets		Expenditures⁽¹⁾
Six Months Ended June 30, 2011
Nevada	$	1,111	$	496	$	128	$	55	$	411		$	6,797	$	228
La Herradura		146		45		9		9		80			260		27
Hope Bay		—		—		7		96		(103	)		2,242		41
Other North America		—		—		—		1		45			52		—

North America		1,257		541		144		161		433			9,351		296


Yanacocha		886		343		119		17		381			2,634		127
Other South America		—		—		1		24		(26	)		599		251

South America		886		343		120		41		355			3,233		378


Boddington:
Gold		501		217		59		N/A		N/A			N/A		N/A
Copper		107		55		14		N/A		N/A			N/A		N/A

Total		608		272		73		3		244			4,419		75

Batu Hijau:
Gold		232		64		14		N/A		N/A			N/A		N/A
Copper		611		168		38		N/A		N/A			N/A		N/A

Total		843		232		52		1		509			3,513		88

Other Australia/New Zealand		790		324		66		22		365			1,124		134
Other Asia Pacific		—		—		1		6		(34	)		625		4

Asia Pacific		2,241		828		192		32		1,084			9,681		301


Ahafo		465		145		42		15		255			1,046		37
Other Africa		—		—		—		5		(8	)		348		67

Africa		465		145		42		20		247			1,394		104


Corporate and Other		—		—		8		51		(299	)		4,979		18

Consolidated	$	4,849	$	1,857	$	506	$	305	$	1,820		$	28,638	$	1,097


⁽¹⁾		Includes an increase in accrued capital expenditures of $77; consolidated capital expenditures on a cash basis were $1,020.

NEWMONT MINING CORPORATION

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


			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
	Sales		Sales		Amortization		Exploration		Income			Assets		Expenditures⁽¹⁾
Six Months Ended June 30, 2010
Nevada	$	972	$	497	$	126	$	37	$	291		$	3,309	$	117
La Herradura		97		32		8		3		54			180		22
Hope Bay		—		—		6		50		(57	)		1,938		48
Other North America		—		—		—		1		(3	)		53		—

North America		1,069		529		140		91		285			5,480		187


Yanacocha		885		293		77		11		465			2,532		68
Other South America		—		—		—		15		(15	)		194		43

South America		885		293		77		26		450			2,726		111


Boddington
Gold		401		193		56		N/A		N/A			N/A		N/A
Copper		79		49		13		N/A		N/A			N/A		N/A

Total		480		242		69		4		160			4,136		81

Batu Hijau:
Gold		335		76		22		N/A		N/A			N/A		N/A
Copper		713		165		46		N/A		N/A			N/A		N/A

Total		1,048		241		68		—		677			2,911		33

Other Australia/New Zealand		622		293		56		11		268			884		71
Other Asia Pacific		—		—		1		10		9			183		3

Asia Pacific		2,150		776		194		25		1,114			8,114		188


Ahafo		291		119		36		6		116			1,005		51
Other Africa		—		—		—		6		(5	)		229		22

Africa		291		119		36		12		111			1,234		73


Corporate and Other		—		—		8		45		(252	)		5,215		11

Consolidated	$	4,395	$	1,717	$	455	$	199	$	1,708		$	22,769	$	570


⁽¹⁾		Includes a decrease in accrued capital expenditures of $58; consolidated capital expenditures on a cash basis were $628.

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

At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation obligations relating to mineral 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, 2011 and December 31, 2010, $172 and $144, 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,
	2011			2010
Balance at beginning of period	$	1,048		$	859
Additions, changes in estimates and other		32			(4	)
Liabilities settled		(15	)		(18	)
Accretion expense		29			26

Balance at end of period	$	1,094		$	863

The current portion of Reclamation and remediation liabilities of $62 and $64 at June 30, 2011 and December 31, 2010, respectively, are included in Other current liabilities (see Note 24).

The Company’s reclamation and remediation expenses consisted of:


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Reclamation	$	28	$	—	$	28	$	—
Accretion — operating		13		11		25		22
Accretion — non-operating		2		2		4		4

	$	43	$	13	$	57	$	26

NOTE 5 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17

	$	86	$	57	$	154	$	103

NEWMONT MINING CORPORATION

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

NOTE 6 OTHER EXPENSE, NET


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Community development	$	23	$	20	$	40	$	75
Regional administration		21		18		37		31
Indonesian value added tax settlement		—		—		21		—
Fronteer acquisition costs		20		—		21		—
Western Australia power plant		5		1		9		7
Other		18		22		32		37

	$	87	$	61	$	160	$	150

NOTE 7 OTHER INCOME, NET


	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Gain on sale of investments, net	$	50		$	5	$	50		$	7
Canadian Oil Sands		10			15		16			25
Interest income		2			2		6			5
Gain on asset sales, net		—			9		3			42
Foreign currency exchange gain (loss), net		(18	)		5		(29	)		(4	)
Other		4			8		33			17

	$	48		$	44	$	79		$	92

NOTE 8 EMPLOYEE PENSION AND OTHER BENEFIT PLANS


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Pension benefit costs, net
Service cost	$	6		$	6		$	12		$	11
Interest cost		10			9			20			18
Expected return on plan assets		(11	)		(9	)		(21	)		(16	)
Amortization, net		7			5			12			9

	$	12		$	11		$	23		$	22


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Other benefit costs, net
Service cost	$	—	$	—	$	1	$	1
Interest cost		1		2		2		3

	$	1	$	2	$	3	$	4

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 STOCK BASED COMPENSATION


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Stock options	$	7	$	6	$	10	$	9
Restricted stock units		10		4		17		8
Performance leveraged stock units		1		1		3		4
Common stock		—		1		1		2
Restricted stock		—		—		—		1
Deferred stock		1		3		3		5

	$	19	$	15	$	34	$	29

NOTE 10 INCOME AND MINING TAXES

During the second quarter of 2011, the Company recorded estimated income and mining tax expense of $187 resulting in an effective tax rate of 22%. Estimated income and mining tax expense during the second quarter of 2010 was $283 for an effective tax rate of 34%. The lower effective tax rate in the second quarter of 2011 resulted from a tax benefit of $65 recorded in connection with conversion of non-US tax-paying entities to entities currently subject to U.S. income tax which resulted in an increase in net deferred tax assets. During the first half of 2011, estimated income and mining tax expense was $492 resulting in an effective tax rate of 27%. Estimated income and mining tax expense during the first half of 2010 was $424 for an effective tax rate of 25%. In the first half of 2010, a tax benefit of $127 was recorded in connection with conversion of non-U.S. tax-paying entities to entities currently subject to U.S. income tax which resulted in an increase in net deferred tax assets.

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, 2011, the Company’s total unrecognized tax benefit was $106 for uncertain income tax positions taken or expected to be taken on income tax returns. Of this, $55 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)

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,
	2011			2010			2011			2010
Income before income and mining tax and other items	$	847		$	822		$	1,820		$	1,708
United States statutory corporate income tax rate		35	%		35	%		35	%		35	%

Income and mining tax expense computed at United States statutory corporate income tax rate		(296	)		(288	)		(637	)		(598	)
Reconciling items:
Tax benefit generated on change in form of a non-U.S. subsidiary		65			—			65			127
Percentage depletion		56			21			111			54
Other		(12	)		(16	)		(31	)		(7	)

Income and mining tax expense	$	(187	)	$	(283	)	$	(492	)	$	(424	)

NOTE 11 DISCONTINUED OPERATIONS

Discontinued operations include Holloway Mining Company, which owned the Holt-McDermott property (“Holt property”) and was sold to St. Andrew Goldfields Ltd. (“St. Andrew”) in 2006 (see Note 28). 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 Newmont Canada appealed. In December 2010, the Company recognized a $28 charge, net of tax benefits of $12, related to these legal claims. In May 2011, the Ontario Court of Appeal upheld the Superior Court ruling resulting in an additional $136 charge, net of tax benefits of $7, in the second quarter.

Net operating cash used in discontinued operations was $2 and $13 in the first half of 2011 and 2010, respectively. In 2011, we made an initial payment related to the Holt property royalty and the 2010 amount related to the Kori Kollo operation in Bolivia which was sold in 2009.

NOTE 12 NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Batu Hijau	$	64		$	84	$	166		$	202
Yanacocha		76			71		132			151
Other		(3	)		—		(5	)		(1	)

	$	137		$	155	$	293		$	352

At June 30, 2011, Newmont had a 48.5% effective economic interest in PT Newmont Nusa Tenggara (“PTNNT”). PTNNT operates the Batu Hijau copper and gold mine in Indonesia. Based on ASC guidance for variable interest entities, Newmont continues to consolidate PTNNT in its Condensed Consolidated Financial Statements.

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 MINING CORPORATION

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

NOTE 13 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 weighted average common shares is increased to include the potential issuance of dilutive common shares.


	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010

Net income attributable to Newmont stockholders
Continuing operations	$	523		$	382	$	1,037		$	928
Discontinued operations		(136	)		—		(136	)		—

	$	387		$	382	$	901		$	928


Weighted average common shares (millions):
Basic		494			492		494			491
Effect of employee stock-based awards		1			1		1			1
Effect of convertible notes		6			6		6			4

Diluted		501			499		501			496


Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations	$	1.06		$	0.78	$	2.10		$	1.89
Discontinued operations		(0.28	)		—		(0.28	)		—

	$	0.78		$	0.78	$	1.82		$	1.89

Diluted:
Continuing operations	$	1.04		$	0.77	$	2.07		$	1.87
Discontinued operations		(0.27	)		—		(0.27	)		—

	$	0.77		$	0.77	$	1.80		$	1.87

Options to purchase 3 and 2 million shares of common stock at average exercise prices of $57 and $57 were outstanding at June 30, 2011 and 2010, respectively, but were not included in the computation of diluted weighted average common shares because their effect would have been anti-dilutive.

In February 2009 and July 2007, Newmont issued $518 and $1,150, respectively, of convertible senior notes that, if converted in the future, may have a dilutive effect on the Company’s weighted average number of common shares. The notes issued in 2009 and 2007 are convertible, at the holder’s option, equivalent to a conversion price of $46.04 and $46.00, respectively, per share of common stock. Under the convertible note indenture, Newmont is required to settle the principal amount of the convertible senior notes in cash and may elect to settle the remaining conversion obligation (Newmont 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 for the three and six months ended June 30, 2011 exceeded the conversion price of $46.04 and $46.00 for the notes issued in 2009 and 2007, respectively, and therefore, 6 and 6 million additional shares were included in the computation of diluted weighted average common shares for the three and six months ended June 30, 2011, respectively. The average price of the Company’s common stock for the three and six months ended June 30, 2010 exceeded the conversion price of $46.25 and $46.21 for the notes issued in 2009 and 2007, respectively, and therefore, 6 and 4 million additional shares were included in the computation of diluted weighted average common shares for the three and six months ended June 30, 2010, respectively.

NEWMONT MINING CORPORATION

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

In connection with the 2007 convertible senior notes offering, the Company entered into Call Spread Transactions which included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.00 was effectively increased to $60.00. Should the warrant transactions become dilutive to the Company’s earnings per share (Newmont’s average share price exceeds $60.00) the effect of the warrant transactions on diluted earnings per share will be calculated in accordance with the net share settlement method.

The Net income attributable to Newmont stockholders and transfers from noncontrolling interests was:


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010

Net income attributable to Newmont stockholders	$	387	$	382	$	901	$	928
Transfers from noncontrolling interests:
Increase in Additional paid in capital from sale of PTNNT shares, net of tax of $33		—		1		—		16

Net income attributable to Newmont stockholders and transfers from noncontrolling interests	$	387	$	383	$	901	$	944

NOTE 14 COMPREHENSIVE INCOME


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010

Net income	$	524		$	537		$	1,194		$	1,280
Other comprehensive income (loss), net of tax:
Unrealized loss on marketable securities		(243	)		(77	)		(75	)		(28	)
Foreign currency translation adjustments		38			(55	)		127			1
Pension and other benefit liability adjustments		4			3			8			5
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations		162			(72	)		217			(43	)
Net amount reclassified to income		(39	)		(16	)		(72	)		(35	)

Net unrecognized gain (loss) on derivatives		123			(88	)		145			(78	)

		(78	)		(217	)		205			(100	)

Comprehensive income	$	446		$	320		$	1,399		$	1,180


Comprehensive income attributable to:
Newmont stockholders	$	308		$	165		$	1,103		$	828
Noncontrolling interests		138			155			296			352

	$	446		$	320		$	1,399		$	1,180

NEWMONT MINING CORPORATION

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

NOTE 15 CHANGES IN EQUITY


	Six Months Ended June 30,
	2011			2010
Common stock:
At beginning of period	$	778		$	770
Stock based awards		2			2
Shares issued in exchange for exchangeable shares		—			3

At end of period		780			775


Additional paid-in capital:
At beginning of period		8,279			8,158
Stock based awards		52			64
Shares issued in exchange for exchangeable shares		(1	)		(3	)
Sale of noncontrolling interests		—			16

At end of period		8,330			8,235


Accumulated other comprehensive income:
At beginning of period		1,108			626
Other comprehensive income		202			(100	)

At end of period		1,310			526


Retained earnings:
At beginning of period		3,180			1,149
Net income attributable to Newmont stockholders		901			928
Dividends paid		(173	)		(98	)

At end of period		3,908			1,979


Noncontrolling interests:
At beginning of period		2,371			1,910
Net income attributable to noncontrolling interests		293			352
Dividends paid		(2	)		(320	)
Other comprehensive income		3			—
Sale of noncontrolling interests, net		—			98

At end of period		2,665			2,040

Total equity	$	16,993		$	13,555

NEWMONT MINING CORPORATION

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

NOTE 16 ACQUISITIONS

On February 3, 2011, we announced an agreement with Fronteer Gold, Inc. (“Fronteer”) to acquire all of the outstanding common shares of Fronteer. On April 6, 2011, Newmont acquired 153 million common shares of Fronteer pursuant to the Company’s offer. Under the Arrangement, shareholders of Fronteer received C$14.00 in cash and one-fourth common share in Pilot Gold, which retained certain exploration assets of Fronteer, for each common share of Fronteer. Fronteer owns, among other assets, the exploration stage Long Canyon project, which is located approximately one hundred miles from the Company’s existing infrastructure in Nevada and provides the potential for significant development and operating synergies.

In connection with the acquisition, Newmont incurred transaction costs of $21, which were recorded in Other Expense, net.

The Fronteer purchase price of $2,259 was preliminarily allocated based on the estimated fair values of assets acquired and liabilities assumed at the April 6, 2011 acquisition date as follows:


Assets:
Cash	$	2
Property, plant and mine development, net		3,208
Investments		281
Other assets		6

	$	3,497


Liabilities:
Deferred income tax liability	$	1,223
Other liabilities		15

		1,238

Net assets acquired	$	2,259

The allocation of the purchase price will be completed later in the year.

The pro forma impact of the acquisition on Net Income was not material as Fronteer was not in production.

NOTE 17 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, 2011
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	36	$	36	$	—	$	—
Marketable equity securities:
Extractive industries		1,757		1,757		—		—
Other		6		6		—		—
Marketable debt securities:
Asset backed commercial paper		20		—		—		20
Corporate		9		9		—		—
Auction rate securities		5		—		—		5
Trade receivable from provisional copper and gold concentrate sales, net		306		306		—		—
Derivative instruments, net:
Foreign exchange forward contracts		376		—		376		—
Diesel forward contracts		11		—		11		—

	$	2,526	$	2,114	$	387	$	25


Liabilities:
Derivative instruments, net:
Forward starting swap contracts	$	11	$	—	$	11	$	—
Boddington contingent consideration		70		—		—		70
Holt property royalty		181		—		—		181

	$	262	$	—	$	11	$	251

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 debt securities 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 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. 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. 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 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 Company recorded a contingent consideration liability related to the 2009 acquisition of the final 33.33% interest in Boddington. The estimated value of the contingent consideration was determined using a valuation model which simulates future gold and copper prices and costs applicable to sales. The contingent consideration liability is classified within Level 3 of the fair value hierarchy.

The Company recorded a sliding scale royalty liability related to the divestiture of the Holt property. The estimated fair value of the liability was determined using a Monte Carlo valuation model to simulate future gold prices utilizing a $1,300 per ounce long-term assumption, various gold production scenarios based on publicly available reserve and resource information for the Holt property and a 4.2% weighted average discount rate. The contingent royalty liability is classified within Level 3 of the fair value hierarchy.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2011:


			Asset Backed				Boddington
	Auction Rate		Commercial				Contingent			Holt Property		Total
	Securities		Paper		Total Assets		Consideration			Royalty		Liabilities
Balance at beginning of period	$	5	$	19	$	24	$	83		$	—	$	83
Unrealized gain		—		1		1		—			—		—
Settlements		—		—		—		(13	)		—		(13	)
Valuation		—		—		—		—			181		181

Balance at end of period	$	5	$	20	$	25	$	70		$	181	$	251

Unrealized gains of $1 were included in Accumulated other comprehensive income as a result of changes in C$ exchange rates from January 1, 2011 to June 30, 2011. At June 30, 2011, assets and liabilities classified within Level 3 of the fair value hierarchy represent 1% and 96%, respectively, of total assets and liabilities measured at fair value.

NOTE 18 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 or fair value 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 and are reclassified to income during the period in which the hedged transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

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 MINING CORPORATION

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

Beginning in June 2011, Newmont utilizes foreign currency contracts to hedge a portion of the Company’s A$ denominated capital expenditures related to the construction of the Akyem project in Africa. The hedging instruments are fixed forward contracts with expiration dates up to two years.

Newmont had the following foreign currency derivative contracts outstanding at June 30, 2011:


	Expected Maturity Date
																			Total/
	2011			2012			2013			2014			2015			2016			Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		594			947			665			436			204			25			2,871
Average rate ($/A$)		0.86			0.88			0.90			0.87			0.84			0.88			0.88
Expected hedge ratio		82	%		64	%		44	%		30	%		14	%		3	%
A$ Akyem Capital Fixed Forward Contracts:
A$ notional (millions)		10			18			—			—			—			—			28
Average rate ($/A$)		1.04			1.02			—			—			—			—			1.03
Expected hedge ratio		34	%		41	%		—			—			—			—
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		37			41			6			—			—			—			84
Average rate ($/NZ$)		0.71			0.73			0.77			—			—			—			0.72
Expected hedge ratio		66	%		35	%		10	%		—			—			—

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 ranging up to two years from the date of issue.

Newmont had the following diesel derivative contracts outstanding at June 30, 2011:


	Expected Maturity Date
										Total/
	2011			2012			2013			Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		11			11			1			23
Average rate ($/gallon)		2.51			2.68			3.19			2.62
Expected hedge ratio		53	%		25	%		5	%

Forward Starting Swap Contracts

During the three months ended June 30, 2011, Newmont entered into forward starting swaps with a total notional value of $1,000. Newmont entered into these swaps as a hedge against adverse movements in treasury rates related to a potential debt issuance in the second half of 2011. At June 30, 2011, the hedge contracts were in a net liability position of $11.

NEWMONT MINING CORPORATION

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

Fair Value Hedges

Interest Rate Swap Contracts

Newmont had $222 fixed to floating swap contracts designated as a hedge against debt which matured in May 2011.

Derivative Instrument Fair Values

Newmont had the following derivative instruments designated as hedges at June 30, 2011 and December 31, 2010:


	Fair Value
	At June 30, 2011
	Other				Other		Other Long-
	Current		Other Long-		Current		Term
	Assets		Term Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
A$ operating fixed forward contracts	$	204	$	165	$	1	$	—
A$ Akyem capital fixed forward contracts		—		—		—		—
NZ$ operating fixed forward contracts		7		1		—		—
Diesel fixed forward contracts		11		1		1		—
Forward starting swap contracts		4		—		15		—

Total derivative instruments (Note 22)	$	226	$	167	$	17	$	—


	Fair Value
	At December 31, 2010
	Other				Other		Other Long-
	Current		Other Long-		Current		Term
	Assets		Term Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
A$ operating fixed forward contracts	$	181		114		—		—
NZ$ operating fixed forward contracts		5		1		—		—
Diesel fixed forward contracts		7		1		—		—
Interest rate swap contracts		3		—		—		—

Total derivative instruments (Note 22)	$	196	$	116	$	—	$	—

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 reported in the Company’s Condensed Consolidated Financial Statements related to the Company’s cash flow and fair value hedges and the gains (losses) recorded for the hedged item related to the fair value hedges.


	Foreign Currency Exchange
	Contracts					Diesel Forward Contracts
	2011		2010			2011			2010
For the three months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	126	$	(99	)	$	(5	)	$	(6	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		49		21			5			1

For the six months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	193	$	(58	)	$	10		$	(5	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		91		45			9			2


⁽¹⁾		The gain for the effective portion of foreign exchange and diesel cash flow hedges reclassified from Accumulated other comprehensive income is included in Costs applicable to sales.


	Interest Rate						8 5/8% Debentures
	Swap Contracts						(Hedged Portion)
	2011			2010			2011			2010
For the three months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) ⁽¹⁾	$	1		$	1		$	(1	)	$	2
Gain (loss) recognized in income (ineffective portion) ⁽²⁾		(1	)		(2	)		—			1

For the six months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) ⁽¹⁾	$	3		$	3		$	(6	)	$	2
Gain (loss) recognized in income (ineffective portion) ⁽²⁾		(2	)		(2	)		—			1


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

⁽²⁾		The ineffective portion recognized for fair value hedges and the underlying hedged debt is included in Other income, net.

The amount to be reclassified from Accumulated other comprehensive income, net of tax to income for derivative instruments during the next 12 months is a gain of approximately $146.

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.

NEWMONT MINING CORPORATION

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

LME copper prices averaged $4.14 per pound during the three months ended June 30, 2011, compared with the Company’s recorded average provisional price of $4.22 per pound before mark-to-market losses and treatment and refining charges. LME copper prices averaged $4.26 per pound during the six months ended June 30, 2011, compared with the Company’s recorded average provisional price of $4.31 per pound before mark-to-market losses and treatment and refining charges. During the three and six months ended June 30, 2011, changes in copper prices resulted in a provisional pricing mark-to-market loss of $16 ($0.21 per pound) and $28 ($0.16 per pound), respectively. At June 30, 2011, Newmont had copper sales of 84 million pounds priced at an average of $4.22 per pound, subject to final pricing over the next several months.

The average London P.M. fix for gold was $1,506 per ounce during the three months ended June 30, 2011, compared with the Company’s recorded average provisional price of $1,500 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. fix for gold was $1,445 per ounce during the six months ended June 30, 2011, compared to the Company’s recorded average provisional price of $1,441 per ounce before mark-to-market gains and treatment and refining charges. During the three and six months ended June 30, 2011, changes in gold prices resulted in a provisional pricing mark-to-market gain of $10 ($7 per ounce) and $18 ($6 per ounce), respectively. At June 30, 2011, Newmont had gold sales of 105,000 ounces priced at an average of $1,506 per ounce, subject to final pricing over the next several months.

NOTE 19 INVESTMENTS


	At June 30, 2011
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
Paladin Energy Ltd.	$	208	$	—	$	(67	)	$	141
Other		28		36		(2	)		62

	$	236	$	36	$	(69	)	$	203


Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	26	$	—	$	(6	)	$	20
Auction rate securities		7		—		(2	)		5
Corporate		7		2		—			9

		40		2		(8	)		34

Marketable Equity Securities:
Canadian Oil Sands Ltd.		320		570		—			890
Gabriel Resources Ltd.		80		270		—			350
Regis Resources Ltd.		23		163		—			186
Other		125		29		(20	)		134

		548		1,032		(20	)		1,560


Other investments, at cost		9		—		—			9

Investment in Affiliates:
La Zanja		72		—		—			72

	$	669	$	1,034	$	(28	)	$	1,675

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, 2010
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
New Gold Inc.	$	5	$	54	$	—		$	59
Other		19		35		—			54

	$	24	$	89	$	—		$	113

Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	25	$	—	$	(6	)	$	19
Auction rate securities		7		—		(2	)		5
Corporate		7		3		—			10

		39		3		(8	)		34

Marketable Equity Securities:
Canadian Oil Sands Ltd.		308		508		—			816
Gabriel Resources Ltd.		78		325		—			403
Regis Resources Ltd.		23		148		—			171
Other		39		37		—			76

		448		1,018		—			1,466


Other investments, at cost		11		—		—			11

Investment in Affiliates:
La Zanja		57		—		—			57

	$	555	$	1,021	$	(8	)	$	1,568

Included in Investments at June 30, 2011 and December 31, 2010 are $9 and $10, respectively, of long-term marketable debt securities and $6 and $6 of long-term marketable equity securities, respectively, that are legally pledged for purposes of settling asset retirement obligations related to the San Jose Reservoir at Yanacocha.

In conjunction with the April 6, 2011 acquisition of Fronteer, Newmont acquired $208 of Paladin Energy Ltd. securities and $73 of other marketable equity securities and warrants. During the first half of 2011 and 2010, the Company purchased other marketable securities for $15 and $7, respectively. In June 2011, Newmont sold its investment in New Gold Inc. and realized a gain of $50.

NEWMONT MINING CORPORATION

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

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


	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At June 30, 2011	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Marketable equity securities	$	62	$	22	$	—	$	—	$	62	$	22
Paladin Energy Ltd.		141		67		—		—		141		67
Asset backed commercial paper		—		—		20		6		20		6
Auction rate securities		—		—		5		2		5		2

	$	203	$	89	$	25	$	8	$	228	$	97


	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At December 31, 2010	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Asset backed commercial paper	$	—	$	—	$	19	$	6	$	19	$	6
Auction rate securities		—		—		5		2		5		2

	$	—	$	—	$	24	$	8	$	24	$	8

Included in the tables above are the unrealized losses of $97 and $8 at June 30, 2011 and December 31, 2010, respectively, related to the Company’s investments in asset backed commercial paper, auction rate securities and marketable equity securities as listed in the tables above. While the fair values of these investments are below their respective cost, the Company views these declines as temporary. 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 20 INVENTORIES


	At June 30,		At December 31,
	2011		2010
In-process	$	101	$	142
Concentrate		110		111
Precious metals		15		4
Materials, supplies and other		445		401

	$	671	$	658

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 STOCKPILES AND ORE ON LEACH PADS


	At June 30,		At December 31,
	2011		2010
Current:
Stockpiles	$	443	$	389
Ore on leach pads		253		228

	$	696	$	617

Long-term:
Stockpiles	$	1,640	$	1,397
Ore on leach pads		310		360

	$	1,950	$	1,757


	At June 30,		At December 31,
	2011		2010
Stockpiles and ore on leach pads:
Nevada	$	497	$	479
La Herradura		9		6
Yanacocha		503		496
Boddington		357		248
Batu Hijau		995		879
Other Australia/New Zealand		152		145
Ahafo		133		121

	$	2,646	$	2,374

NOTE 22 OTHER ASSETS


	At June 30,		At December 31,
	2011		2010
Other current assets:
Refinery metal inventory and receivable	$	1,166	$	617
Derivative instruments		226		196
Prepaid assets		141		65
Other		80		84

	$	1,613	$	962


Other long-term assets:
Goodwill	$	188	$	188
Income tax receivable		176		119
Derivative instruments		167		116
Intangible assets		151		91
Debt issuance costs		62		39
Restricted cash		26		25
Other receivables		19		19
Other		157		144

	$	946	$	741

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 DEBT


	At June 30, 2011				At December 31, 2010
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	28	$	106	$	30	$	134
8 5/8% debentures, net of discount (due 2011)		—		—		217		—
2012 convertible senior notes, net of discount		501		—		—		488
2014 convertible senior notes, net of discount		—		500		—		489
2017 convertible senior notes, net of discount		—		443		—		434
2019 senior notes, net of discount		—		896		—		896
2035 senior notes, net of discount		—		598		—		598
2039 senior notes, net of discount		—		1,087		—		1,087
Corporate revolving credit facility		—		90		—		—
Ahafo project facility		10		50		10		55
Other capital leases		—		1		2		1

	$	539	$	3,771	$	259	$	4,182

In May 2011, Newmont repaid the $223 balance outstanding on the 8 5/8% Senior Notes. Scheduled minimum debt repayments are $5 for the remainder of 2011, $572 in 2012, $42 in 2013, $544 in 2014, $18 in 2015 and $3,129 thereafter.

Corporate Revolving Credit Facility

Effective May 20, 2011, the Company entered into a new uncollateralized $2,500 revolving credit facility with a syndicate of commercial banks. This new revolving credit facility replaced the existing revolving credit facility which was cancelled upon the effectiveness of the new facility. The new facility provides for borrowings in U.S. dollars and contains a letter of credit sub-facility. The new facility matures in May 2016. Interest rates and facility fees vary based on the credit ratings of the Company’s senior, uncollateralized, long-term debt. Borrowings under the facility currently bear interest at a rate per annum equal to LIBOR plus a margin of 1.075%. Facility fees currently accrue at an annual rate of 0.175% of the aggregate commitments. At June 30, 2011, there were $90 in borrowings outstanding and $239 outstanding in letters of credit.

Subsidiary Financings

PTNNT Revolving Credit Facility

Effective May 27, 2011, PTNNT entered into a new $600 reducing revolving credit facility with a syndicate of banks. This new reducing revolving credit facility provides for borrowings in U.S. dollars. The facility matures in March 2017. The facility is non-recourse to Newmont and substantially all of PTNNT’s assets are pledged as collateral. Borrowings under the facility bear interest at a rate per annum equal to LIBOR plus a margin of 4.00%. Commitment fees currently accrue on the daily average unused amount of the commitment of each lender at an annual rate of 2.00%. There were no borrowings outstanding under the facility at June 30, 2011.

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 OTHER LIABILITIES


	At June 30,		At December 31,
	2011		2010
Other current liabilities:
Refinery metal payable	$	1,166	$	617
Accrued operating costs		249		217
Accrued capital expenditures		156		83
Taxes other than income and mining		105		135
Reclamation and remediation liabilities		62		64
Interest		57		66
Royalties		44		90
Boddington contingent consideration		42		32
Deferred income tax		18		54
Holt property royalty		14		—
Other		85		60

	$	1,998	$	1,418


Other long-term liabilities:
Holt property royalty	$	167	$	40
Power supply agreements		47		45
Income and mining taxes		29		36
Boddington contingent consideration		28		51
Other		43		49

	$	314	$	221

NOTE 25 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,
	2011			2010
Decrease (increase) in operating assets:
Trade and accounts receivable	$	121		$	74
Inventories, stockpiles and ore on leach pads		(230	)		(187	)
EGR refinery assets		(437	)		138
Other assets		(67	)		(30	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		(349	)		(90	)
EGR refinery liabilities		437			(138	)
Reclamation liabilities		(15	)		(18	)

	$	(540	)	$	(251	)

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 SUPPLEMENTAL CASH FLOW INFORMATION


	Six Months Ended June 30,
	2011		2010
Income and mining taxes, net of refunds	$	892	$	546
Interest, net of amounts capitalized	$	92	$	116

NOTE 27 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Newmont USA, a 100% owned subsidiary of Newmont Mining Corporation, has fully and unconditionally guaranteed the 2019, 2035 and 2039 senior notes, the 2012, 2014 and 2017 convertible senior notes and the corporate revolving credit facility. The following consolidating financial statements are provided for Newmont USA, as guarantor, and for Newmont Mining Corporation, as issuer, as an alternative to providing separate financial statements for the guarantor. The accounts of Newmont Mining Corporation are presented using the equity method of accounting for investments in subsidiaries.


	Three Months Ended June 30, 2011
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated

Sales	$	—		$	1,468		$	916		$	—		$	2,384

Costs and expenses
Costs applicable to sales ⁽¹⁾		—			551			375			(9	)		917
Amortization		—			156			94			—			250
Reclamation and remediation		—			37			6			—			43
Exploration		—			47			42			—			89
Advanced projects, research and development		—			41			46			(1	)		86
General and administrative		—			39			1			10			50
Other expense, net		—			67			20			—			87

		—			938			584			—			1,522


Other income (expense)
Other income, net		(2	)		41			9			—			48
Interest income — intercompany		40			2			2			(44	)		—
Interest expense — intercompany		(3	)		—			(41	)		44			—
Interest expense, net		(59	)		(3	)		(1	)		—			(63	)

		(24	)		40			(31	)		—			(15	)


Income before income and mining tax and other items		(24	)		570			301			—			847
Income and mining tax expense		5			(111	)		(81	)		—			(187	)
Equity income (loss) of affiliates		406			2			50			(458	)		—

Income from continuing operations		387			461			270			(458	)		660
Loss from discontinued operations		—			7			(143	)		—			(136	)

Net income		387			468			127			(458	)		524
Net income attributable to noncontrolling interests		—			(173	)		30			6			(137	)

Net income attributable to Newmont stockholders	$	387		$	295		$	157		$	(452	)	$	387


⁽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, 2010
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated

Sales	$	—		$	1,410		$	743		$	—		$	2,153

Costs and expenses
Costs applicable to sales ⁽¹⁾		—			519			335			(6	)		848
Amortization		—			143			89			(1	)		231
Reclamation and remediation		—			10			3			—			13
Exploration		—			32			21			—			53
Advanced projects, research and development		—			25			32			—			57
General and administrative		—			37			—			6			43
Other expense, net		—			39			21			1			61

		—			805			501			—			1,306


Other income (expense)
Other income, net		—			13			31			—			44
Interest income — intercompany		35			2			1			(38	)		—
Interest expense — intercompany		(3	)		—			(35	)		38			—
Interest expense, net		(64	)		(4	)		(1	)		—			(69	)

		(32	)		11			(4	)		—			(25	)


Income before income and mining tax and other items		(32	)		616			238			—			822
Income and mining tax expense		9			(227	)		(65	)		—			(283	)
Equity income (loss) of affiliates		405			1			63			(471	)		(2	)

Net income (loss)		382			390			236			(471	)		537
Net loss (income) attributable to noncontrolling interests		—			(185	)		(10	)		40			(155	)

Net income (loss) attributable to Newmont stockholders	$	382		$	205		$	226		$	(431	)	$	382


⁽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, 2011
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated

Sales	$	—		$	2,986		$	1,863		$	—		$	4,849

Costs and expenses
Costs applicable to sales ⁽¹⁾		—			1,117			759			(19	)		1,857
Amortization		—			315			191			—			506
Reclamation and remediation		—			48			9			—			57
Exploration		—			81			70			—			151
Advanced projects, research and development		—			68			87			(1	)		154
General and administrative		—			73			2			20			95
Other expense, net		—			121			39			—			160

		—			1,823			1,157			—			2,980


Other income (expense)
Other income, net		(8	)		67			20			—			79
Interest income — intercompany		76			4			4			(84	)		—
Interest expense — intercompany		(6	)		—			(78	)		84			—
Interest expense, net		(113	)		(12	)		(3	)		—			(128	)

		(51	)		59			(57	)		—			(49	)


Income before income and mining tax and other items		(51	)		1,222			649			—			1,820
Income and mining tax expense		15			(319	)		(188	)		—			(492	)
Equity income (loss) of affiliates		937			3			139			(1,077	)		2

Income from continuing operations		901			906			600			(1,077	)		1,330
Loss from discontinued operations		—			7			(143	)		—			(136	)

Net income		901			913			457			(1,077	)		1,194
Net income attributable to noncontrolling interests		—			(365	)		10			62			(293	)

Net income attributable to Newmont stockholders	$	901		$	548		$	467		$	(1,015	)	$	901


⁽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, 2010
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated

Sales	$	—		$	3,002		$	1,393		$	—		$	4,395

Costs and expenses
Costs applicable to sales ⁽¹⁾		—			1,064			664			(11	)		1,717
Amortization		—			286			170			(1	)		455
Reclamation and remediation		—			19			7			—			26
Exploration		—			56			40			—			96
Advanced projects, research and development		—			54			49			—			103
General and administrative		—			75			1			12			88
Other expense, net		—			115			35			—			150

		—			1,669			966			—			2,635


Other income (expense)
Other income, net		—			14			78			—			92
Interest income — intercompany		71			4			2			(77	)		—
Interest expense — intercompany		(5	)		—			(72	)		77			—
Interest expense, net		(126	)		(16	)		(2	)		—			(144	)

		(60	)		2			6			—			(52	)


Income before income and mining tax and other items		(60	)		1,335			433			—			1,708
Income and mining tax expense		150			(466	)		(108	)		—			(424	)
Equity income (loss) of affiliates		838			1			130			(973	)		(4	)

Net income (loss)		928			870			455			(973	)		1,280
Net loss (income) attributable to noncontrolling interests		—			(428	)		(5	)		81			(352	)

Net income (loss) attributable to Newmont stockholders	$	928		$	442		$	450		$	(892	)	$	928


⁽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, 2011
													Newmont
	Newmont												Mining
Condensed Consolidating Statement	Mining			Newmont			Other						Corporation
of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	901		$	913		$	457		$	(1,077	)	$	1,194
Adjustments		39			362			(729	)		1,077			749
Net change in operating assets and liabilities		(27	)		(509	)		(4	)		—			(540	)

Net cash provided from (used in) continuing operations		913			766			(276	)		—			1,403
Net cash used in discontinued operations		—			—			(2	)		—			(2	)

Net cash provided from (used in) operations		913			766			(278	)		—			1,401

Investing activities:
Additions to property, plant and mine development		—			(671	)		(349	)		—			(1,020	)
Proceeds from sale of marketable securities		—			55			—			—			55
Purchases of marketable securities		—			—			(15	)		—			(15	)
Acquisitions, net		—			—			(2,291	)		—			(2,291	)
Proceeds from sale of other assets		—			(56	)		62			—			6
Other		—			—			(15	)		—			(15	)

Net cash used in investing activities		—			(672	)		(2,608	)		—			(3,280	)

Financing activities:
Net borrowings (repayments)		83			(276	)		(5	)		—			(198	)
Net intercompany borrowings (repayments)		(831	)		(2,018	)		2,849			—			—
Dividends paid to common stockholders		(173	)		—			—			—			(173	)
Dividends paid to noncontrolling interests		—			(17	)		—			—			(17	)
Proceeds from stock issuance, net		8			—			—			—			8
Change in restricted cash and other		—			1			(1	)		—			—

Net cash provided from (used in) financing activities		(913	)		(2,310	)		2,843			—			(380	)

Effect of exchange rate changes on cash		—			1			57			—			58

Net change in cash and cash equivalents		—			(2,215	)		14			—			(2,201	)
Cash and cash equivalents at beginning of period		—			3,877			179			—			4,056

Cash and cash equivalents at end of period	$	—		$	1,662		$	193		$	—		$	1,855

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, 2010
													Newmont
	Newmont												Mining
Condensed Consolidating Statement	Mining			Newmont			Other						Corporation
of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	928		$	870		$	455		$	(973	)	$	1,280
Adjustments		(115	)		319			(725	)		973			452
Net change in operating assets and liabilities		(2	)		(160	)		(89	)		—			(251	)

Net cash provided from (used in) continuing operations		811			1,029			(359	)		—			1,481
Net cash used in discontinued operations		—			(13	)		—			—			(13	)

Net cash provided from (used in) operations		811			1,016			(359	)		—			1,468

Investing activities:
Additions to property, plant and mine development		—			(283	)		(345	)		—			(628	)
Proceeds from sale of marketable securities		—			—			1			—			1
Purchases of marketable securities		—			—			(7	)		—			(7	)
Proceeds from sale of other assets		—			8			44			—			52
Other		—			—			(23	)		—			(23	)

Net cash used in investing activities		—			(275	)		(330	)		—			(605	)

Financing activities:
Net repayments		—			(257	)		(6	)		—			(263	)
Net intercompany borrowings (repayments)		(751	)		(23	)		855			(81	)		—
Sale of noncontrolling interests		—			229			—			—			229
Acquisition of noncontrolling interests		—			—			(109	)		—			(109	)
Dividends paid to common stockholders		(98	)		—			—			—			(98	)
Dividends paid to noncontrolling interests		—			(388	)		—			81			(307	)
Proceeds from stock issuance, net		30			—			—			—			30
Change in restricted cash and other		—			48			—			—			48

Net cash provided from (used in) financing activities		(819	)		(391	)		740			—			(470	)

Effect of exchange rate changes on cash		—			—			(6	)		—			(6	)

Net change in cash and cash equivalents		(8	)		350			45			—			387
Cash and cash equivalents at beginning of period		8			3,067			140			—			3,215

Cash and cash equivalents at end of period	$	—		$	3,417		$	185		$	—		$	3,602

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, 2011
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Condensed Consolidating Balance Sheet	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	1,662		$	193		$	—		$	1,855
Trade receivables		—		355			63			—			418
Accounts receivable		1,608		2,497			1,356			(5,326	)		135
Investments		141		16			46			—			203
Inventories		—		363			308			—			671
Stockpiles and ore on leach pads		—		591			105			—			696
Deferred income tax assets		3		254			51			—			308
Other current assets		6		144			1,463			—			1,613

Current assets		1,758		5,882			3,585			(5,326	)		5,899
Property, plant and mine development, net		—		5,687			10,997			(21	)		16,663
Investments		—		22			1,653			—			1,675
Investments in subsidiaries		16,569		33			2,692			(19,294	)		—
Stockpiles and ore on leach pads		—		1,413			537			—			1,950
Deferred income tax assets		661		685			159			—			1,505
Other long-term assets		2,617		653			829			(3,153	)		946

Total assets	$	21,605	$	14,375		$	20,452		$	(27,794	)	$	28,638


Liabilities
Debt	$	501	$	28		$	10		$	—		$	539
Accounts payable		3,008		920			1,877			(5,315	)		490
Employee-related benefits		—		159			70			—			229
Income and mining taxes		—		15			169			—			184
Other current liabilities		66		388			3,517			(1,973	)		1,998

Current liabilities		3,575		1,510			5,643			(7,288	)		3,440
Debt		3,614		107			50			—			3,771
Reclamation and remediation liabilities		—		719			313			—			1,032
Deferred income tax liabilities		6		554			2,175			—			2,735
Employee-related benefits		5		255			93			—			353
Other long-term liabilities		389		47			3,053			(3,175	)		314

Total liabilities		7,589		3,192			11,327			(10,463	)		11,645

Equity
Preferred stock		—		—			61			(61	)		—
Common stock		780		—			—			—			780
Additional paid-in capital		8,018		2,721			6,991			(9,400	)		8,330
Accumulated other comprehensive income		1,310		(107	)		1,545			(1,438	)		1,310
Retained earnings		3,908		5,394			(637	)		(4,757	)		3,908

Newmont stockholders’ equity		14,016		8,008			7,960			(15,656	)		14,328
Noncontrolling interests		—		3,175			1,165			(1,675	)		2,665

Total equity		14,016		11,183			9,125			(17,331	)		16,993

Total liabilities and equity	$	21,605	$	14,375		$	20,452		$	(27,794	)	$	28,638

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, 2010
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Condensed Consolidating Balance Sheet	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	3,877		$	179		$	—		$	4,056
Trade receivables		—		501			81			—			582
Accounts receivable		2,222		802			265			(3,201	)		88
Investments		—		72			41			—			113
Inventories		—		388			270			—			658
Stockpiles and ore on leach pads		—		513			104			—			617
Deferred income tax assets		—		170			7			—			177
Other current assets		—		77			885			—			962

Current assets		2,222		6,400			1,832			(3,201	)		7,253
Property, plant and mine development, net		—		5,364			7,562			(19	)		12,907
Investments		—		25			1,543			—			1,568
Investments in subsidiaries		12,295		35			1,909			(14,239	)		—
Stockpiles and ore on leach pads		—		1,347			410			—			1,757
Deferred income tax assets		638		690			109			—			1,437
Other long-term assets		2,675		496			584			(3,014	)		741

Total assets	$	17,830	$	14,357		$	13,949		$	(20,473	)	$	25,663


Liabilities
Debt	$	—	$	249		$	10		$	—		$	259
Accounts payable		355		1,269			1,996			(3,193	)		427
Employee-related benefits		—		222			66			—			288
Income and mining taxes		19		261			75			—			355
Other current liabilities		56		373			2,959			(1,970	)		1,418

Current liabilities		430		2,374			5,106			(5,163	)		2,747
Debt		3,991		135			56			—			4,182
Reclamation and remediation liabilities		—		676			308			—			984
Deferred income tax liabilities		—		513			975			—			1,488
Employee-related benefits		5		244			76			—			325
Other long-term liabilities		375		56			2,824			(3,034	)		221

Total liabilities		4,801		3,998			9,345			(8,197	)		9,947

Equity
Preferred stock		—		—			61			(61	)		—
Common stock		778		—			—			—			778
Additional paid-in capital		7,963		2,722			3,894			(6,300	)		8,279
Accumulated other comprehensive income		1,108		(75	)		1,180			(1,105	)		1,108
Retained earnings		3,180		4,850			(1,109	)		(3,741	)		3,180

Newmont stockholders’ equity		13,029		7,497			4,026			(11,207	)		13,345
Noncontrolling interests		—		2,862			578			(1,069	)		2,371

Total equity		13,029		10,359			4,604			(12,276	)		15,716

Total liabilities and equity	$	17,830	$	14,357		$	13,949		$	(20,473	)	$	25,663

NEWMONT MINING CORPORATION

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

NOTE 28 COMMITMENTS AND CONTINGENCIES

General

The Company follows ASC guidance in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable (greater than a 75% probability) that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Operating Segments

The Company’s operating segments are identified in Note 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described in this Note 28 relate to the Corporate and Other reportable segment. The PT Newmont Minahasa Raya and PTNNT matters relate to the Asia Pacific reportable segment. The Yanacocha matters relate to the South America 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, 2011 and December 31, 2010, $922 and $904, 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 $43 and $46 at June 30, 2011 and December 31, 2010, 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, $172 and $144 were accrued for such obligations at June 30, 2011 and December 31, 2010, 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 137% greater or 3% lower than the amount accrued at June 30, 2011. 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.

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

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

NEWMONT MINING CORPORATION

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

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

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

On July 14, 2008, after a bench trial, the Court held Newmont liable under CERCLA as an “operator” of the Midnite Mine. The Court previously ruled on summary judgment that both the U.S. Government and Dawn were liable under CERCLA. On October 17, 2008 the Court issued its written decision in the bench trial. The Court found Dawn and Newmont jointly and severally liable under CERCLA for past and future response costs, and ruled that each of Dawn and Newmont are responsible to pay one-third of such costs. The Court also found the U.S. Government liable on Dawn’s and Newmont’s contribution claim, and ruled that the U.S. Government is responsible to pay one-third of all past and future response costs. In November 2008, all parties appealed the Court’s ruling. Also in November 2008, the EPA issued an Administrative Order pursuant to Section 106 of CERCLA ordering Dawn and Newmont to conduct water treatment, testing and other preliminary remedial actions. Newmont has initiated those preliminary remedial actions.

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

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

Newmont Canada Corporation (“Newmont Canada”) — 100% Newmont Owned

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

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

In the court proceedings, St. Andrew alleged that in the 2006 Agreement it only agreed to assume royalty obligations equal to 0.013% of net smelter returns from operations on the Holt Property. Such an interpretation of the 2006 Agreement would make Newmont responsible for any royalties exceeding that amount payable to Royal Gold pursuant to the Barrick Royalty, which is a royalty determined by multiplying 0.013% by the quarterly average gold price. On July 23, 2009, the Superior Court issued a decision finding in favor of St. Andrews’ interpretation. On August 21, 2009, Newmont Canada appealed the decision. On May 13, 2011, the Ontario Court of Appeal upheld the lower court ruling, finding Newmont liable for the sliding scale royalty, which equals 0.013% of net smelter returns multiplied by the quarterly average gold price, minus a 0.013% of net smelter returns. There is no cap on the sliding scale royalty and it increases or decreases with the gold price.

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

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

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

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

On March 22, 2007, an Indonesian non-governmental organization named Wahana Lingkungan Hidup Indonesia (“WALHI”) filed a civil suit against PTNMR, the Newmont subsidiary that operated the Minahasa mine in Indonesia, and Indonesia’s Ministry of Energy and Mineral Resources and Ministry for the Environment, alleging pollution from the disposal of mine tailings into Buyat Bay, and seeking a court order requiring PTNMR to fund a 25-year monitoring program in relation to Buyat Bay. In December 2007, the court ruled in PTNMR’s favor and found that WALHI’s allegations of pollution in Buyat Bay were without merit. In March 2008, WALHI appealed this decision to the Indonesian High Court. On January 27, 2010, the Indonesian High Court upheld the December 2007 ruling in favor of PTNMR. On May 17, 2010, WALHI filed an appeal of the January 27, 2010 Indonesian High Court ruling seeking review from the Indonesian Supreme Court. Independent sampling and testing of Buyat Bay water and fish, as well as area residents, conducted by the World Health Organization and the Australian Commonwealth Scientific and Industrial Research Organization, confirm that PTNMR has not polluted the Buyat Bay environment, and, therefore, has not adversely affected the fish in Buyat Bay or the health of nearby residents. The Company remains steadfast that it has not caused pollution or health problems.

Other Legal Matters

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

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

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 22 complaints alleging grounds to nullify the settlements entered between Yanacocha and the plaintiffs. Yanacocha has answered the complaints and will continue to vigorously defend its position. Neither the Company nor Yanacocha can reasonably estimate the ultimate loss relating to such claims.

NEWMONT MINING CORPORATION

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

PT Newmont Nusa Tenggara (“PTNNT”) — 31.5% Newmont Direct Ownership

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 to be offered for sale to the Indonesian parties is the highest of the then-current replacement cost, the price at which shares would be accepted for listing on the Indonesian Stock Exchange, or the fair market value of such interest as a going concern, as agreed with the Indonesian government.

In accordance with the Contract of Work, an offer to sell a 3% interest was made to the Indonesian government in 2006 and an offer for an additional 7% interest was made in each of 2007, 2008, 2009 and 2010. While the central government declined to participate in the 2006 and 2007 offers, local governments in the area in which the Batu Hijau mine is located expressed interest in acquiring shares, as did various Indonesian nationals. After disagreement with the government over whether the government’s first right to purchase had expired and receipt of Notices of Default from the government claiming breach and threatening termination of the Contract of Work, on March 3, 2008, the Indonesian government filed for international arbitration as provided under the Contract of Work, as did PTNNT. In the arbitration proceeding, PTNNT sought a declaration that the Indonesian government was not entitled to terminate the Contract of Work and additional declarations pertaining to the procedures for divesting the shares. For its part, the Indonesian government sought declarations that PTNNT was in default of its divestiture obligations, that the government may terminate the Contract of Work and recover damages for breach of the Contract of Work, and that PTNNT must cause shares subject to divestiture to be sold to certain local governments.

An international arbitration panel (the “Panel”) was appointed to resolve these claims and other claims that had arisen in relation to divestment and a hearing was held in Jakarta in December 2008. On March 31, 2009, the Panel issued its final award and decision on the matter. In its decision, the Panel determined that PTNNT’s foreign shareholders had not complied with the divestiture procedure required by the Contract of Work in 2006 and 2007, but the Panel ruled that the Indonesian government was not entitled to immediately terminate the Contract of Work and rejected the Indonesian government’s claim for damages. The Panel granted PTNNT 180 days from the date of notification of the final award to effect transfer of the 2006 3% interest and the 2007 7% interest in PTNNT to the local governments or their respective nominees. The Panel also applied a 180-day cure period to the 2008 7% interest, requiring that PTNNT effect the offer of the 2008 7% interest to the Indonesian government or its nominee within such 180-day period, and ensure the transfer of such shares if, after agreement on the transfer price, the Indonesian government invoked its right of first refusal under the Contract of Work. On July 14, 2009, the Company reached agreement with the Indonesian government on the price of the 2008 7% interest and the 2009 7% interest. PTNNT effected the reoffer of the 2008 7% interest and the 2009 7% interest to the Indonesian government at this newly agreed price. In November and December 2009, sale agreements were concluded pursuant to which the 2006, 2007 and 2008 shares were transferred to PT Multi Daerah Bersaing (“PTMDB”), the nominee of the local governments, and the 2009 shares were transferred 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. Closing of the transaction is pending receipt of approvals from certain Indonesian government ministries. Further disputes may arise in regard to the divestiture of the 2010 shares.

As part of the negotiation of the sale agreements with PTMDB, the parties executed an operating agreement (the “Operating Agreement”) under which each recognizes the rights of the Company and Sumitomo to apply their operating standards to the management of PTNNT’s operations, including standards for safety, environmental stewardship and community responsibility. The Operating Agreement became effective upon the completion of the sale of the 2009 shares in February 2010 and will continue for so long as the Company and Sumitomo own more shares of PTNNT than PTMDB. If the Operating Agreement terminates, then the Company may lose control over the applicable operating standards for Batu Hijau and will be at risk for operations conducted in a manner that either detracts from value or results in safety, environmental or social standards below those adhered to by the Company and Sumitomo.

NEWMONT MINING CORPORATION

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

In the event of any future disputes under the Contract of Work or Operating Agreement, there can be no assurance that the Company would prevail in any such dispute and any termination of such contracts could result in substantial diminution in the value of the Company’s interests in PTNNT.

Effective as of 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.

PT Pukuafu Indah Litigation

In October 2009, PTPI filed a lawsuit in the Central Jakarta District Court against PTNNT and the Indonesian government seeking to cancel the March 2009 arbitration award pertaining to the manner in which divestiture of shares in PTNNT should proceed (refer to the discussion of PTNNT above for the arbitration results). On October 11, 2010, the District Court ruled in favor of PTNNT and the Indonesian government finding, among other things, that PTPI lacks standing to contest the validity of the arbitration award. PTPI has filed a notice of appeal of the court’s ruling.

Subsequent to its initial claim, PTPI filed numerous additional lawsuits, two of which have been withdrawn, against Newmont Indonesia Limited (“NIL”) and Nusa Tenggara Mining Corporation (“NTMC”), a subsidiary of Sumitomo, in the South Jakarta District Court. Fundamentally, the cases all relate to PTPI’s contention that it owns, or has rights to own, the shares in PTNNT that have or will be divested to fulfill the requirements of the PTNNT Contract of Work and the March 2009 arbitration award. PTPI also makes various other allegations, including alleged rights in or to the Company’s or Sumitomo’s non-divestiture shares in PTNNT, and PTPI asserts claims for significant damages allegedly arising from NIL’s and NTMC’s unlawful acts in transferring the divestiture shares to a third party. On November 30, 2010, the South Jakarta District Court rendered a decision in favor of PTPI in one of the cases which included an order that NIL/NTMC transfer 31% of PTNNT shares to PTPI and pay PTPI $26 in damages and certain monetary penalties. The order is not final and binding until the appeal process is completed. NIL and NTMC appealed the decision. On June 28, 2011, the South Jakarta District Court ruled in favor of NIL and NTMC in one of PTPI’s lawsuits contending that PTPI has rights in or to NIL’s and NTMC’s non-divestiture shares. In the Company’s view, this ruling further conflicts with the November 30, 2010 ruling finding that PTPI has rights in the divestiture shares. PTPI has filed a notice of appeal.

In January 2010, PTPI also filed a lawsuit against PTNNT’s President Director, Mr. Martiono Hadianto, alleging wrongful acts associated with the arbitration, including failure to properly share certain information. The South Jakarta District Court issued a decision partially in favor of PTPI against the PTNNT President Director, requiring the production of arbitration documents. The PTNNT President Director has appealed the decision which is nonbinding until the appeal process is completed.

Newmont, Sumitomo and PTNNT’s management believe that all of PTPI’s claims in these matters are without merit and constitute a material breach of a written release agreement executed by PTPI in 2009, in which it and its shareholders committed to cease prosecution of all then-pending lawsuits and not to initiate new proceedings, in conjunction with Newmont’s provision of financing to PTPI in late 2009.

NEWMONT MINING CORPORATION

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

In August 2010, NIL and NVL USA Limited (“NVL”) commenced an arbitration against PTPI in the Singapore International Arbitration Centre, as provided in relevant financing agreements, seeking declarations that PTPI has violated the release agreement by failing to dismiss its Indonesian lawsuits, that PTPI is in breach of the November 2009 loan facility and related agreements, and that NIL and NVL are entitled to damages arising from PTPI’s and its shareholders’ conduct.

On October 1, 2010, NIL and NVL requested, based upon the release agreement, that the arbitral tribunal issue an interim order requiring PTPI and its shareholders to discontinue the various Indonesian court proceedings and refrain from bringing additional lawsuits. On October 15, 2010, the tribunal issued an order granting NIL and NVL’s request. The order of the tribunal restrains PTPI and its agents from “proceeding with or continuing with or assisting or participating in the prosecution of the Indonesian [s]uits” and from commencing additional proceedings relating to the same subject matter as the Indonesian lawsuits. NIL and NVL are in the process of enforcing the interim award in Indonesian and Singapore courts but it is not known the extent to which the courts will enforce the award or whether PTPI and its shareholders will, in any event, abide by the award and any related court orders. PTPI and its shareholders have commenced proceedings in Singapore court to contest enforcement of the interim award.

On April 7, 2011, the arbitral tribunal issued a final award, while keeping the proceedings open to allow NIL and NVL to seek further relief as necessary, finding PTPI and its shareholders in breach of various provisions of the financing agreements, including the release agreement. The tribunal, for the second time, ordered PTPI and its agents to restrain from proceeding with the Indonesian lawsuits or filing new lawsuits relating to the same subject matter. In addition, the tribunal ordered PTPI and other shareholder defendants, collectively, to pay more than $11 in damages, costs and expenses. The Company has aggressively sought enforcement of the interim award and will continue to do so with regard to the April 7, 2011 award in Indonesian and Singapore courts.

The Company intends to continue vigorously defending the PTPI lawsuits and pursuing its claims against PTPI.

NWG Investments Inc. v. Fronteer Gold, Inc.

In April 2011, Newmont acquired Fronteer Gold Inc. (“Fronteer”). Fronteer has been named as a defendant in a lawsuit filed in New York State Supreme Court by NWG Investments Inc. (“NWG”).

Fronteer acquired NewWest Gold Corporation (“NewWest Gold”) in September 2007. At the time of that acquisition, 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.

NWG has not yet filed or served a complaint upon Fronteer or Newmont. Newmont intends to defend this matter, but cannot reasonably predict the outcome.

NEWMONT MINING CORPORATION

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

Other Commitments and Contingencies

Tax contingencies are provided for in accordance with ASC income tax guidance (see Note 10).

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 $28 in 2011, $28 in 2012 through 2015 and $251 thereafter.

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At June 30, 2011 and December 31, 2010, there were $1,365 and $1,191, 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.

NOTE 29 SUPPLEMENTARY DATA

Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges for the six months ended June 30, 2011 was 12.9. The ratio of earnings to fixed charges represents income before income and mining tax expense, equity income (loss) of affiliates, loss from discontinued operations and net income attributable to noncontrolling interests, divided by interest expense. Interest expense includes amortization of capitalized interest and the portion of rent expense representative of interest. Interest expense does not include interest on income tax liabilities. The computation of the ratio of earnings to fixed charges can be found in Exhibit 12.1.


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

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). 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 60. References to “A$” refer to Australian currency, “C$” to Canadian currency, “NZ$” to New Zealand currency and “$” to United States currency.

This item should be read in conjunction with our interim unaudited Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the consolidated financial statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2010 filed February 24, 2011.

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, and was the first gold company included in the Dow Jones Sustainability Index-World. We are also engaged in the exploration for and acquisition of gold and gold/copper properties. We have significant assets and/or operations in the United States, Australia, Peru, Indonesia, Ghana, Canada, New Zealand and Mexico.

Our vision is to be the most valued and respected mining company through industry leading performance. We remain focused on progressing the development of our next generation of mining projects. Approximately 40% of our 2011 capital expenditures will be invested in these projects and the development of our project pipeline, as we continue to deliver solid leverage to the gold price. Second quarter 2011 highlights are included below and discussed further in Results of Consolidated Operations.

Delivered strong operating performance

•

Attributable gold production of 1.2 million and 2.6 million ounces for the second quarter and first half of 2011, respectively, compared to 1.3 million and 2.6 million ounces for the same periods in 2010;

•

Consolidated Costs applicable to sales of $583 and $570 per ounce, for the second quarter and first half of 2011, respectively, compared to $485 and $481 per ounce for the same periods in 2010;

•

Attributable copper production of 44 million and 101 million pounds for the second quarter and first half of 2011, respectively, compared to 80 million and 170 million pounds for the same periods in 2010;

•

Consolidated Costs applicable to sales of $1.34 and $1.21 per pound, for the second quarter and first half of 2011, respectively, compared to $0.77 and $0.78 per pound for the same periods in 2010;

•

Sales of $2,384 and $4,849 for the second quarter and first half of 2011, respectively, an increase of 11% and 10% over the same periods in 2010;

•

Average realized gold price of $1,501 and $1,440 per ounce for the second quarter and first half of 2011, respectively, compared to $1,200 and $1,152 per ounce for the same periods in 2010;

•

Average realized copper price of $3.78 and $3.91 per pound for the second quarter and first half of 2011, respectively, compared to $2.33 and $2.87 per pound for the same periods in 2010; and

•

Maintaining 2011 Outlook for attributable gold and copper production, costs applicable to sales and capital expenditures.

Advancing our project pipeline

We previously disclosed our comprehensive plan for the development of our current portfolio of assets to potentially increase annual attributable gold production to approximately 7 million ounces by 2017. This production target represents an aggregate increase of approximately 35% from our current 2011 attributable gold production outlook of 5.1 to 5.3 million ounces. A progress update on the advancement of some of our projects follows:

Conga, Peru — We continue to advance additional drilling, engineering, procurement of long lead items, early infrastructure works and securing remaining permits needed for construction. Full funds approval by the Board of Directors (the “Board”) was received on July 27, 2011. If all permits are secured, first production is expected in late 2014 to early 2015 with approximately six months for ramp-up to commercial production. We expect annual estimated attributable production of approximately 300,000 to 350,000 gold ounces (at Costs applicable to sales of $400 to $450 per ounce) and 80 to 120 million copper pounds (at Costs applicable to sales of $1.25 to $1.75 per pound) per year for the first five years with a life of mine of approximately 19 years. Capital costs are estimated at $4,000 to $4,800 ($2,000 to $2,400 attributable to Newmont). At December 31, 2010 we reported 6.1 million attributable ounces of gold reserves and 1.7 billion pounds of copper reserves at Conga.

Akyem, Ghana — Board approval was obtained in the first quarter of 2011 and project and contractor teams continue to mobilize. We are completing detailed engineering and continue with the procurement of long lead items. We expect first production to begin in late 2013 or early 2014 with approximately three months for ramp-up to commercial production. Gold production is expected to be approximately 350,000 to 450,000 ounces (at Costs applicable to sales of $450 to $550 per ounce) per year for the first five years. Capital costs are estimated at $950 — $1,100. At December 31, 2010 we had 7.2 million ounces of gold reserves at Akyem.

Hope Bay, Canada — Hope Bay is a Canadian Arctic greenstone district with a strike length of 80 kilometers by 20 kilometers. Early stage exploration has identified numerous targets in the district and the 2009/2010 drilling programs have continued to support our view of the approximately 10 million ounce resource potential. Diamond drill operations are ongoing in 2011 with an expanded drill program of approximately 95 kilometers. An exploration decline at Doris North commenced in late 2010 and current development continues in favorable ground conditions. The decline should reach an ore face in the third quarter of 2011.

Long Canyon, Nevada — We completed the acquisition of Fronteer Gold, Inc. on April 6, 2011 and control the discovery of what we expect could be another Carlin-type trend at Long Canyon. We have commenced an initial 40 kilometer drilling program expected to be completed in 2011. Our intention is to bring the project into production in 2017 with initial estimated gold production of approximately 300,000 ounces per year.

Gold price-linked dividend

Our gold price-linked dividend policy contemplates a quarterly dividend based on our average realized gold price for the preceding quarter. Under the policy, unless otherwise determined by the Board, the dividend will be calculated based upon the average realized gold price during the preceding quarter (subject to certain adjustments) in the manner contemplated by the table below:


			Associated
Prior Quarter			Annualized
Average Realized	Associated Quarterly		Equivalent Payout/
Gold Price	Dividend Payout/share		share
$1,100 – $1,199	$	0.10	$	0.40
$1,200 – $1,299	$	0.15	$	0.60
$1,300 – $1,399	$	0.20	$	0.80
$1,400 – $1,499	$	0.25	$	1.00
$1,500 – $1,599	$	0.30	$	1.20
$1,600 – $1,699	$	0.35	$	1.40
$1,700 – $1,799	$	0.40	$	1.60

As noted above, the quarterly payout is anticipated to increase at a rate of $0.05 per share for each $100 per ounce rise in the average realized gold price for the preceding quarter. The third quarter 2011 dividend under this policy of $0.30 per share (based on a second quarter 2011 average realized gold price of $1,501 per ounce) represents an increase of 50% over the $0.20 dividend paid in the second quarter of 2011, and an increase of 100% over the third of quarter 2010 dividend. This dividend policy is intended as a non-binding guideline which will be periodically reviewed and reassessed by the Board. The declaration and payment of future dividends remains at the discretion of the Board and will depend on the Company’s financial results, cash requirements, future prospects and other factors deemed relevant by the Board.

Selected Financial and Operating Results


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Sales	$	2,384	$	2,153	$	4,849	$	4,395
Income from continuing operations	$	660	$	537	$	1,330	$	1,280
Net income	$	524	$	537	$	1,194	$	1,280
Net income attributable to Newmont stockholders	$	387	$	382	$	901	$	928

Per common share, basic:
Income from continuing operations attributable to Newmont stockholders	$	1.06	$	0.78	$	2.10	$	1.89
Net income attributable to Newmont stockholders	$	0.78	$	0.78	$	1.82	$	1.89

Adjusted net income ⁽¹⁾	$	445	$	377	$	958	$	786
Adjusted net income per share ⁽¹⁾	$	0.90	$	0.77	$	1.94	$	1.60

Consolidated gold ounces (thousands)
Produced ⁽²⁾		1,398		1,557		2,914		3,173
Sold		1,391		1,546		2,869		3,127

Consolidated copper pounds (millions)
Produced ⁽³⁾		74		148		176		307
Sold		79		128		184		275

Average price received, net:
Gold (per ounce)	$	1,501	$	1,200	$	1,440	$	1,152
Copper (per pound)	$	3.78	$	2.33	$	3.91	$	2.87

Costs applicable to sales:
Gold (per ounce)	$	583	$	485	$	570	$	481
Copper (per pound)	$	1.34	$	0.77	$	1.21	$	0.78


⁽¹⁾		See “Non-GAAP Financial Measures” on page 60.

⁽²⁾		Contained basis (Attributable production after smelter recoveries were 1,223 and 1,292 thousand gold ounces for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 2,561 and 2,619 thousand gold ounces for first half 2011 and 2010, respectively).

⁽³⁾		Contained basis (Attributable production after smelter recoveries were 43 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 97 and 163 million copper pounds for first half 2011 and 2010, respectively).

Consolidated Financial Results

Net income attributable to Newmont stockholders for the second quarter of 2011 was $387 ($0.78 per share) compared to $382 ($0.78 per share) for the second quarter of 2010. Results for the second quarter of 2011 compared to the second quarter of 2010 were impacted by higher realized gold and copper prices, lower income taxes and a gain on sale of marketable securities, mostly offset by lower sales volumes, higher production costs, a $136 Loss from discontinued operations and costs related to the acquisition of Fronteer Gold, Inc. Net income attributable to Newmont stockholders for the first half of 2011 was $901 ($1.82 per share) compared to $928 ($1.89 per share) for the first half of 2010. Results for the first half of 2011 compared to the first half of 2010 were impacted by lower sales volumes, higher production costs and income taxes, a $136 Loss from discontinued operations and acquisition related expenses, partially offset by higher realized gold and copper prices.

Gold Sales increased 13% and 15% in the second quarter and first half of 2011, respectively, compared to the same periods in 2010 due to higher realized prices, partially offset by decreased sales volumes. The following analysis summarizes the change in consolidated gold sales:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Consolidated gold sales:
Gross before provisional pricing	$	2,089		$	1,845		$	4,139		$	3,604
Provisional pricing mark-to-market gain		10			20			18			22

Gross after provisional pricing		2,099			1,865			4,157			3,626
Less: Treatment and refining charges		(11	)		(10	)		(26	)		(23	)

Net	$	2,088		$	1,855		$	4,131		$	3,603

Consolidated gold ounces sold (thousands):		1,391			1,546			2,869			3,127
Average realized gold price (per ounce):
Gross before provisional pricing	$	1,502		$	1,193		$	1,443		$	1,152
Provisional pricing mark-to-market gain		7			13			6			7

Gross after provisional pricing		1,509			1,206			1,449			1,159
Less: Treatment and refining charges		(8	)		(6	)		(9	)		(7	)

Net	$	1,501		$	1,200		$	1,440		$	1,152

The change in consolidated gold sales is due to:


	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2011 vs. 2010			2011 vs. 2010
Decrease in consolidated ounces sold	$	(187	)	$	(299	)
Increase in average realized gold price		421			830
Increase in treatment and refining charges		(1	)		(3	)

	$	233		$	528

Copper Sales decreased 1% and 9% in the second quarter and first half of 2011, respectively, compared to the same periods in 2010 due to decreased sales volumes, mostly offset by higher realized prices. The following analysis summarizes the change in consolidated copper sales:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Consolidated copper sales:
Gross before provisional pricing	$	330		$	401		$	791		$	894
Provisional pricing mark-to-market loss		(16	)		(79	)		(28	)		(48	)

Gross after provisional pricing		314			322			763			846
Less: Treatment and refining charges		(18	)		(24	)		(45	)		(54	)

Net	$	296		$	298		$	718		$	792

Consolidated copper pounds sold (millions)		79			128			184			275
Average realized copper price (per pound):
Gross before provisional pricing	$	4.22		$	3.13		$	4.31		$	3.24
Provisional pricing mark-to-market loss		(0.21	)		(0.62	)		(0.16	)		(0.17	)

Gross after provisional pricing		4.01			2.51			4.15			3.07
Less: Treatment and refining charges		(0.23	)		(0.18	)		(0.24	)		(0.20	)

Net	$	3.78		$	2.33		$	3.91		$	2.87

The change in consolidated copper sales is due to:


	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2011 vs. 2010			2011 vs. 2010
Decrease in consolidated pounds sold	$	(127	)	$	(282	)
Increase in average realized copper price		119			199
Decrease in treatment and refining charges		6			9

	$	(2	)	$	(74	)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
*Gold*
North America:
Nevada	$	529	$	505	$	1,111	$	972
La Herradura		81		53		146		97

		610		558		1,257		1,069


South America:
Yanacocha		524		425		886		885

Asia Pacific:
Boddington		269		234		501		401
Batu Hijau		92		170		232		335
Other Australia/New Zealand		375		308		790		622

		736		712		1,523		1,358


Africa:
Ahafo		218		160		465		291

		2,088		1,855		4,131		3,603


*Copper*
Asia Pacific:
Batu Hijau		242		258		611		713
Boddington		54		40		107		79

		296		298		718		792

	$	2,384	$	2,153	$	4,849	$	4,395

Costs applicable to sales for gold increased in the second quarter and first half of 2011 compared to the same periods in 2010 due to higher waste mining activities, higher milling, labor and royalty costs, higher diesel prices and a stronger Australian dollar, partially offset by higher by-product credits and lower workers’ participation costs. Costs applicable to sales for copper increased in the second quarter and first half of 2011 compared to the same periods in 2010 due to higher waste mining costs at Batu Hijau and higher mill maintenance costs at Boddington, partially offset by lower production at Batu Hijau and higher by-product credits. For a complete discussion regarding variations in operations, see Results of Consolidated Operations below.

Amortization increased in the second quarter of 2011 compared to the second quarter of 2010 due to higher mine development and asset retirement costs at Yanacocha and higher mine development costs at Other Australia/New Zealand, partially offset by lower production at Nevada. Amortization increased in the first half of 2011 compared to the first half of 2010 due to higher mine development and asset retirement costs at Yanacocha and higher mine development costs at Other Australia/New Zealand, partially offset by lower production from Batu Hijau. We continue to expect Amortization to be approximately $1,025 to $1,035 in 2011.

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


	Costs Applicable								Costs Applicable
	to Sales				Amortization				to Sales				Amortization
	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2011		2010		2011		2010		2011		2010		2011		2010
*Gold*
North America:
Nevada	$	224	$	246	$	56	$	64	$	496	$	497	$	128	$	126
La Herradura		27		19		5		5		45		32		9		8

		251		265		61		69		541		529		137		134

South America:
Yanacocha		190		139		66		40		343		293		119		77
Asia Pacific:
Boddington		117		113		31		34		217		193		59		56
Batu Hijau		30		42		7		12		64		76		14		22
Other Australia/New Zealand		158		136		31		24		324		293		66		56

		305		291		69		70		605		562		139		134

Africa:
Ahafo		65		55		20		19		145		119		42		36

		811		750		216		198		1,634		1,503		437		381

*Copper*
Asia Pacific:
Batu Hijau		79		73		18		19		168		165		38		46
Boddington		27		25		7		6		55		49		14		13

		106		98		25		25		223		214		52		59

*Other*
Hope Bay		—		—		4		3		—		—		7		6
Asia Pacific		—		—		—		1		—		—		1		1
Corporate and other		—		—		5		4		—		—		9		8

		—		—		9		8		—		—		17		15

	$	917	$	848	$	250	$	231	$	1,857	$	1,717	$	506	$	455

Exploration expense increased $36 in the second quarter of 2011 compared to the second quarter of 2010 due to additional near mine expenditures in all regions, with the largest increases in Nevada and Africa. Exploration expense increased $55 in the first half of 2011 compared to the first half of 2010 due to additional near mine expenditures in all regions, with the largest increases in Nevada, Africa and Australia. We continue to expect Exploration expense to be approximately $335 to $345 in 2011.

Advanced projects, research and development expense in the second quarter and first half of 2011 and 2010 are summarized as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17

	$	86	$	57	$	154	$	103

We continue to expect Advanced projects, research and development expenses to be approximately $405 to $415 in 2011.

General and administrative expenses increased by $7 for both the second quarter and first half of 2011 compared to the same periods of 2010 due to higher compensation and benefit costs. We continue to expect General and administrative expenses to be approximately $190 to $200 in 2011.

Other expense, net increased by $26 in the second quarter of 2011 compared to the second quarter of 2010 mainly due to Fronteer acquisition costs. Other expense, net increased by $10 in the first half of 2011 compared to the first half of 2010 due to the Indonesian value added tax settlement and Fronteer acquisition costs, partially offset by lower community development costs in 2011.

Other income, net increased by $4 in the second quarter of 2011 compared to the second quarter of 2010 due to the sale of our investment in New Gold, Inc., partially offset by foreign currency exchange losses and a decrease in Canadian Oil Sands dividends. Other income, net decreased by $13 in the first half of 2011 compared to the first half of 2010 due to the sale of non-core assets in 2010, foreign currency exchange losses and a decrease in Canadian Oil Sands dividends, partially offset by the sale of our investment in New Gold, Inc.

Interest expense, net decreased by $6 and $16 in the second quarter and first half of 2011, respectively, compared to the same periods in 2010 due to the prepayment of the Yanacocha senior notes and credit facility in 2010 and higher capitalized interest. Capitalized interest increased by $6 and $10 in the second quarter and first half of 2011, respectively, compared to the same periods in 2010 due to higher capitalized costs related to the advancement of our project pipeline. We continue to expect Interest expense, net to be approximately $235 to $245 in 2011.

Income and mining tax expense during the second quarter of 2011 was $187 resulting in an effective tax rate of 22%. Income and mining tax expense during the second quarter of 2010 was $283 for an effective tax rate of 34%. The lower effective rate in 2011 resulted from the conversion of non-US tax-paying entities to entities currently subject to U.S. income tax and the change in the jurisdictional blend of our taxable income and the effect it has on the overall rate impact from percentage depletion. Income and mining tax expense during the first half of 2011 was $492 resulting in an effective tax rate of 27%. Income tax expense during the first half of 2010 was $424 for an effective tax rate of 25%. In the first half of 2010, a tax benefit of $127 was recorded in connection with conversion of non-U.S. tax-paying entities to entities currently subject to U.S. income tax resulting in an increase in net deferred tax assets. The effective tax rates are different from the United States statutory rate of 35% primarily due to the above mentioned tax benefits 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, 2010 filed February 24, 2011. We expect the 2011 tax rate to be approximately 26% to 30%, assuming an average realized gold price of $1,450 per ounce.

Net income attributable to noncontrolling interests decreased to $137 in the second quarter of 2011 compared to $155 in the second quarter of 2010 as a result of decreased earnings at Batu Hijau, partially offset by increased earnings at Yanacocha. Net income attributable to noncontrolling interests decreased to $293 in the first half of 2011 compared to $352 in the first half of 2010 as a result of decreased earnings at Batu Hijau and Yanacocha.

Loss from discontinued operations includes the accrual of St. Andrew Goldfields Ltd.’s Holt property royalty in the second quarter of 2011. 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 Newmont Canada appealed. In May 2011, the Ontario Court of Appeal upheld the Superior Court ruling resulting in a $136 charge, net of tax benefits of $7.

Results of Consolidated Operations


	Gold or Copper Produced⁽¹⁾				Costs Applicable to Sales⁽²⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
North America		410		463	$	620	$	570	$	151	$	149
South America		342		353		545		389		187		113
Asia Pacific		500		609		620		491		141		119
Africa		146		132		446		416		138		147

Total/Weighted-Average		1,398		1,557	$	583	$	485	$	155	$	129

Attributable to Newmont⁽³⁾⁽⁴⁾		1,228		1,298	$	588	$	507

Net Attributable to Newmont⁽⁴⁾					$	499	$	426


	(pounds in millions)			($ per pound)				($ per pound)
Copper
Asia Pacific		74	148	$	1.34	$	0.77	$	0.33	$	0.20

Attributable to Newmont⁽⁴⁾		44	80	$	1.41	$	0.86


	Gold or Copper Produced⁽¹⁾				Costs Applicable to Sales⁽²⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
North America		892		936	$	619	$	573	$	157	$	145
South America		630		776		561		380		194		100
Asia Pacific		1,060		1,209		570		475		131		113
Africa		332		252		449		475		129		146

Total/Weighted-Average		2,914		3,173	$	570	$	481	$	152	$	122

Attributable to Newmont⁽⁴⁾⁽⁵⁾		2,570		2,630	$	575	$	506

Net Attributable to Newmont⁽⁴⁾					$	467	$	385


	(pounds in millions)			($ per pound)				($ per pound)
Copper
Asia Pacific		176	307	$	1.21	$	0.78	$	0.28	$	0.21

Attributable to Newmont⁽⁴⁾		101	170	$	1.32	$	0.88


⁽¹⁾		Contained basis (Attributable production after smelter recoveries were 1,223 and 1,292 thousand gold ounces and 43 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 2,561 and 2,619 thousand gold ounces and 97 and 163 million copper pounds for first half 2011 and 2010, respectively.)

⁽²⁾		Excludes Amortization and Reclamation and remediation.

⁽³⁾		Includes 18 and 4 thousand ounces in 2011 from our non-consolidated interests in La Zanja and Duketon, respectively.

⁽⁴⁾		See Non-GAAP Financial Measures on page 60.

⁽⁵⁾		Includes 30 and 8 thousand ounces in 2011 from our non-consolidated interests in La Zanja and Duketon, respectively.

Second quarter 2011 compared to 2010

Consolidated gold production decreased 10% due to processing lower grade stockpiles at Batu Hijau and lower grade ore at Nevada, partially offset by higher production from Boddington and Africa. Consolidated copper production decreased 50% due to processing lower grade stockpiles at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold increased 20% due to lower production from Batu Hijau, Yanacocha and Nevada, higher waste mining, milling, labor and royalty costs and a stronger Australian dollar, net of hedging gains, partially offset by higher by-product credits and lower workers’ participation costs. Costs applicable to sales per consolidated copper pound sold increased 74% due to lower production at Batu Hijau.

Amortization increased 20% per consolidated gold ounce sold and 65% per consolidated copper pound sold due to lower production and higher mine development and asset retirement costs.

First half 2011 compared to 2010

Consolidated gold production decreased 8% due to processing lower grade stockpiles at Batu Hijau, lower grade ore at Nevada and lower leach production from South America, partially offset by higher production from Africa, Boddington and La Herradura. Consolidated copper production decreased 43% due to processing lower grade stockpiles at Batu Hijau.

Costs applicable to sales per consolidated gold ounce sold increased 19% due to lower production from Batu Hijau, Yanacocha and Nevada, higher waste mining, milling, labor and royalty costs and a stronger Australian dollar, net of hedging gains, partially offset by higher by-product credits and lower workers’ participation costs. Costs applicable to sales per consolidated copper pound sold increased 55% due to lower production at Batu Hijau.

Amortization increased 25% per consolidated gold ounce sold and 33% per consolidated copper pound sold due to lower production and higher mine development and asset retirement costs.

We continue to expect gold production of 5.1 to 5.3 million ounces attributable to Newmont at consolidated Costs applicable to sales per ounce of approximately $560 to $590. Our Costs applicable to sales for the year are expected to change by approximately $5 per ounce for every $10 change in the oil price and by approximately $2 per ounce for every $0.10 change in the A$ exchange rate. We continue to expect copper production of approximately 190 to 220 million pounds attributable to Newmont at consolidated Costs applicable to sales per pound of approximately $1.25 to $1.50 in 2011.

North America Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Nevada		357		420	$	636	$	584	$	159	$	153
La Herradura⁽²⁾		53		43		514		431		98		109

Total/Weighted-Average		410		463	$	620	$	570	$	151	$	149

Attributable to Newmont		410		463


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Nevada		790		853	$	640	$	592	$	165	$	150
La Herradura⁽²⁾		102		83		456		389		95		102

Total/Weighted-Average		892		936	$	619	$	573	$	157	$	145

Attributable to Newmont		892		936


⁽¹⁾		Excludes Amortization and Reclamation and remediation.

⁽²⁾		Our proportionately consolidated 44%.

Second quarter 2011 compared to 2010

Nevada, USA. Gold production decreased 15% due to mining and processing lower grade ore, partially offset by higher mill throughput and leach placement and the commencement of underground mining at Exodus. Open pit ore tons mined increased 47% as the remediation of the Gold Quarry pit slope failure was completed. Costs applicable to sales per ounce increased 9% due to lower production and higher diesel prices, partially offset by higher by-product credits. Amortization per ounce increased 4% due to lower production.

La Herradura, Mexico. Gold production increased 23% due to higher leach placement at Soledad - Dipolos. Costs applicable to sales per ounce increased 19% due to higher mining, leaching and employee profit sharing costs, partially offset by higher production and by-product credits. Amortization per ounce decreased 10% due to higher production.

First half 2011 compared to 2010

Nevada, USA. Gold production decreased 7% due to mining and processing lower grade ore and lower mill recovery, partially offset by the commencement of underground mining at Exodus. Costs applicable to sales per ounce increased 8% due to lower production, partially offset by higher by-product credits. Amortization per ounce increased 10% due to lower production and higher capitalized mine development.

La Herradura, Mexico. Gold production increased 23% due to higher leach placement at Soledad - Dipolos. Costs applicable to sales per ounce increased 17% due to higher mining, leaching and employee profit sharing costs, partially offset by higher production and by-product credits. Amortization per ounce decreased 7% due to higher production.

We continue to expect gold production in North America of approximately 2.0 to 2.1 million ounces at Costs applicable to sales per ounce of approximately $560 to $600 in 2011.

South America Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Yanacocha (51.35% owned)		342		353	$	545	$	389	$	187	$	113

Attributable to Newmont⁽²⁾		193		181


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Yanacocha (51.35% owned)		630		776	$	561	$	380	$	194	$	100

Attributable to Newmont⁽²⁾		353		398


⁽¹⁾		Excludes Amortization and Reclamation and remediation.

⁽²⁾		Includes 18 and 30 thousand ounces in the second quarter and first half of 2011, respectively, from our 46.94% non-consolidated interest in La Zanja.

Second quarter 2011 compared to 2010

Yanacocha, Peru. Gold production decreased 3% due to lower leach placement at Yanacocha and La Quinua as a result of mine sequencing and lower equipment availability, partially offset by higher mill grade, throughput and recovery. Ore tons mined decreased 39% due to mine sequencing at El Tapado. Costs applicable to sales per ounce increased 40% due to lower production combined with higher waste mining, diesel prices and labor and royalty costs, partially offset by higher by-product credits and lower workers’ participation costs. Amortization per ounce increased 65% due to lower production and higher mine development and asset retirement costs.

First half 2011 compared to 2010

Yanacocha, Peru. Gold production decreased 19% due to lower leach placement at Yanacocha, La Quinua and Carachugo as a result of mine sequencing and lower equipment availability. Ore tons mined decreased 37% due to mine sequencing and adverse working conditions at El Tapado. Costs applicable to sales per ounce increased 48% due to lower production combined with higher waste mining, diesel prices and labor and royalty costs, partially offset by higher by-product credits and lower workers’ participation costs. Amortization per ounce increased 94% due to lower production and higher mine development and asset retirement costs.

We continue to expect attributable gold production in South America of approximately 715,000 to 775,000 ounces at consolidated Costs applicable to sales per ounce of approximately $500 to $550 in 2011.

Asia Pacific Operations


	Gold or Copper
	Produced⁽¹⁾				Costs Applicable to Sales⁽²⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
Boddington		205		184	$	641	$	582	$	173	$	177
Batu Hijau ⁽³⁾		51		169		490		294		113		81
Other Australia/New Zealand		244		256		638		533		124		96

Total/Weighted-Average		500		609	$	620	$	491	$	141	$	119

Attributable to Newmont⁽⁴⁾		479		522


	(pounds in millions)			($ per pound)				($ per pound)
Copper
Boddington		16	15	$	1.94	$	1.55	$	0.52	$	0.40
Batu Hijau⁽³⁾		58	133		1.23		0.66		0.28		0.17

Total/Weighted-Average		74	148	$	1.34	$	0.77	$	0.33	$	0.20

Attributable to Newmont		44	80


	Gold or Copper
	Produced⁽¹⁾				Costs Applicable to Sales⁽²⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
Boddington		370		342	$	620	$	560	$	170	$	163
Batu Hijau ⁽³⁾		147		335		384		253		86		71
Other Australia/New Zealand		543		532		595		545		120		104

Total/Weighted-Average		1,060		1,209	$	570	$	475	$	131	$	113

Attributable to Newmont⁽⁴⁾		993		1,044


	(pounds in millions)			($ per pound)				($ per pound)
Copper
Boddington		30	29	$	2.06	$	1.80	$	0.53	$	0.47
Batu Hijau⁽³⁾		146	278		1.07		0.66		0.24		0.19

Total/Weighted-Average		176	307	$	1.21	$	0.78	$	0.28	$	0.21

Attributable to Newmont		101	170


⁽¹⁾		Contained basis (Attributable production after smelter recoveries were 475 and 517 thousand gold ounces and 42 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 985 and 1,034 thousand gold ounces and 97 and 163 million copper pounds for first half 2011 and 2010, respectively.)

⁽²⁾		Excludes Amortization and Reclamation and remediation.

⁽³⁾		Our economic interest in Batu Hijau was 48.5% for all periods presented except the first half of 2010 during which our interest was 50.66%.

⁽⁴⁾		Includes 4 and 8 thousand ounces in the second quarter and first half of 2011, respectively, from our 16.17% non-consolidated interest in Duketon.

Second quarter 2011 compared to 2010

Boddington, Australia. Gold production increased 11% due to higher throughput. Copper production increased 7% due to higher throughput, partially offset by lower recovery. Costs applicable to sales increased 10% per ounce and 25% per pound due to higher conveyor maintenance, royalty and power costs, higher diesel prices and a stronger Australian dollar, net of hedging gains, partially offset by higher production and by-product credits. Amortization per ounce decreased 2% due to higher production, partially offset by higher asset retirement costs. Amortization per pound increased 30% due to higher asset retirement costs and a higher allocation of costs to copper.

Batu Hijau, Indonesia. Copper and gold production decreased 56% and 70%, respectively, due to lower grade, throughput and recovery as a result of processing stockpiled material compared to higher grade Phase 5 ore in 2010. Waste tons mined doubled as Phase 6 waste removal continues as planned. Costs applicable to sales increased 86% per pound and 67% per ounce due to lower production and higher waste mining costs, partially offset by higher by-product credits. Costs applicable to sales per pound and per ounce were also impacted by a higher allocation of costs to copper versus gold. Amortization increased 65% per pound and 40% per ounce due to lower production.

Other Australia/New Zealand. Gold production decreased 5% due to lower throughput at Tanami and Jundee and a build-up of in-process inventory at Jundee, partially offset by higher throughput at Kalgoorlie and Waihi. Costs applicable to sales per ounce increased 20% due to lower production and higher operating costs which were driven by higher power and diesel prices and a stronger Australian dollar, net of hedging gains. Amortization per ounce increased 29% due to lower production and higher mine development costs at Jundee.

First half 2011 compared to 2010

Boddington, Australia. Gold production increased 8% and copper production increased 3% due to higher throughput, partially offset by lower recovery. Costs applicable to sales increased 11% per ounce and 14% per pound due to higher conveyor maintenance, diesel, royalty and power costs and a stronger Australian dollar, net of hedging gains, partially offset by higher production and by-product credits. Amortization increased 4% per ounce and 13% per pound due to higher asset retirement costs, partially offset by higher production.

Batu Hijau, Indonesia. Copper and gold production decreased 47% and 56%, respectively, due to lower grade, throughput and recovery as a result of processing more stockpiled material compared to higher grade Phase 5 ore in 2010. Waste tons mined more than doubled as Phase 6 waste removal continues as planned. The Company expects to reach Phase 6 ore in late 2013. Costs applicable to sales increased 62% per pound and 52% per ounce due to lower production and higher waste mining costs, partially offset by higher by-product credits. Costs applicable to sales per pound and per ounce were also impacted by a higher allocation of costs to copper versus gold. Amortization increased 26% per pound and 21% per ounce due to lower production.

Other Australia/New Zealand. Gold production increased 2% due to higher mill ore grade at Tanami and Kalgoorlie, partially offset by lower throughput at Jundee. Costs applicable to sales per ounce increased 9% due to higher operating costs which were driven by higher power and diesel prices and a stronger Australian dollar, net of hedging gains, partially offset by higher production. Amortization per ounce increased 15% due to higher mine development costs at Jundee.

We continue to expect attributable gold production for Asia Pacific of approximately 1.9 to 2.0 million ounces at consolidated Costs applicable to sales per ounce of approximately $600 to $675 and attributable copper production of approximately 190 to 220 million pounds at consolidated Costs applicable to sales per pound of approximately $1.25 to $1.50 in 2011.

On May 6, 2011 we announced that a definitive agreement was signed with an agency of the Indonesian Government’s Ministry of Finance for the sale of the final 7% divestiture stake in PT Newmont Nusa Tenggara (“PTNNT”), as required under the terms of PTNNT’s Contract of Work with the Indonesian Government. PTNNT operates the Batu Hijau copper and gold mine in Indonesia. Nusa Tenggara Partnership B.V. (“NTPBV”), which holds Newmont’s shares in PTNNT together with shares held by a subsidiary of Sumitomo Corporation of Japan, entered into the agreement with Pusat Investasi Pemerintah (“PIP”). The Government of Indonesia designated PIP as the buyer for the final 7% interest by exercising a right of first refusal set out in the Contract of Work. Upon closing of the transaction, NTPBV’s interest in Batu Hijau will be reduced to 49%, as required under the Contract of Work. The price agreed for the 7% stake is approximately $247.

Newmont’s economic interest in PTNNT following the closing of the transaction will be 44.56%, which includes direct ownership of 27.56% and a 17% effective economic interest through financing arrangements with existing shareholders. We have identified VIEs in connection with our economic interests in PTNNT due to certain funding arrangements and shareholder commitments. We have financing arrangements with PT Pukuafu Indah and PT Indonesia Masbaga Investama, whereby we agreed to advance certain funds to them in exchange for (i) a pledge of their combined 20% share of PTNNT, (ii) an assignment of dividends payable on the shares, net of withholding tax, (iii) powers of attorney to vote and sell the shares in support of the pledge, enforceable in an event of default as further security for the funding, and (iv) a commitment from them to support the application of our standards to the operation of the Batu Hijau mine. Therefore we expect to continue to consolidate PTNNT in our consolidated financial statements after the final 7% sale is completed.

Africa Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Ahafo		146		132	$	446	$	416	$	138	$	147

Attributable to Newmont		146		132


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Ahafo		332		252	$	449	$	475	$	129	$	146

Attributable to Newmont		332		252


⁽¹⁾		Excludes Amortization and Reclamation and remediation.

Second quarter 2011 compared to 2010

Ahafo, Ghana. Gold production increased 11% due to higher mill ore grade and recovery as a result of mine sequencing. Costs applicable to sales per ounce increased 7% due to higher diesel prices and higher power, labor and royalty costs, partially offset by higher production. Amortization per ounce decreased 6% due to higher production.

First half 2011 compared to 2010

Ahafo, Ghana. Gold production increased 32% due to higher mill ore grade and recovery as a result of mine sequencing. Costs applicable to sales per ounce decreased 5% due to higher production, partially offset by higher diesel prices and higher power, labor, royalty and contracted services costs. Amortization per ounce decreased 12% due to higher production, partially offset by higher mine development costs.

We continue to expect gold production in Africa of approximately 550,000 to 590,000 ounces at Costs applicable to sales per ounce of approximately $485 and $535 in 2011.

Foreign Currency Exchange Rates

Our foreign operations sell their gold and copper production based on U.S. dollar metal prices. Approximately 43% and 36% of our Costs applicable to sales were paid in local currencies during the second quarter of 2011 and 2010, respectively. Approximately 42% and 35% of our Costs applicable to sales were paid in local currencies during the first half of 2011 and 2010, respectively. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations increased consolidated Costs applicable to sales per ounce by approximately $21 and $15, net of hedging gains and losses, during the second quarter and first half of 2011, respectively, compared to the same periods in 2010.

Liquidity and Capital Resources

Cash Provided from Operating Activities

Net cash provided from continuing operations was $1,403 in the first half of 2011, a decrease of $78 from the first half of 2010 primarily due to a net increase in working capital of $289, primarily from payments at Batu Hijau for 2010 taxes paid in 2011, higher costs applicable to sales of $140, lower gold and copper sales volumes of $299 and $282, respectively, and higher exploration costs of $55, partially offset by higher realized gold and copper prices of $830 and $199, respectively, as discussed above in Consolidated Financial Results.

Investing Activities

Net cash used in investing activities increased to $3,280 during the first half of 2011 compared to $605 during the same period of 2010, due largely to the acquisition of Fronteer and increased capital spending. Additions to property, plant and mine development were as follows:


	Six Months Ended June 30,
	2011			2010
North America:
Nevada	$	228		$	117
Hope Bay		41			48
La Herradura		27			22

		296			187


South America:
Yanacocha		127			68
Conga		251			43

		378			111


Asia Pacific:
Boddington		75			81
Batu Hijau		88			33
Other Australia/New Zealand		134			71
Other Asia Pacific		4			3

		301			188


Africa:
Ahafo		37			51
Akyem		67			22

		104			73

Corporate and Other		18			11

Accrual basis		1,097			570
Decrease (increase) in accrued capital expenditures		(77	)		58

Cash basis	$	1,020		$	628

Capital expenditures in North America during the first half of 2011 were primarily related to development at the Turf/Leeville, Midas, Exodus and Pete Bajo underground projects in Nevada, infrastructure at the Hope Bay project in Canada and sustaining mine development. Capital expenditures in South America were primarily related to Conga and leach pad and surface mine development at Yanacocha. The majority of capital expenditures in Asia Pacific were for surface and underground development, equipment, tailings facility construction and infrastructure improvements. Capital expenditures in Africa were primarily related to Akyem and the Subika expansion project at Ahafo. We continue to expect 2011 capital expenditures to be approximately $2,700 to $3,000. Capital spending through the first half of 2011 has been lower than expected across the portfolio, but is expected to accelerate in the second half of the year.

Capital expenditures in North America during the first half of 2010 were primarily related to the Hope Bay Project, the Turf/Leeville and Exodus underground projects in Nevada, and sustaining mine development. Capital expenditures in South America were primarily related to Conga and leach pad development and equipment purchases at Yanacocha. 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, Amoma, and Subika expansion projects, tailings dam construction and sustaining mine development at Ahafo.

Proceeds from sale of marketable securities. During the first half of 2011, we received $55 for the sale of our investment in New Gold, Inc.

Purchases of marketable securities. During the first half of 2011 and 2010, we purchased marketable securities of $15 and $7, respectively.

Acquisitions, net. On February 3, 2011, we announced an agreement with Fronteer Gold, Inc. (“Fronteer”) to acquire all of the outstanding common shares of Fronteer. On April 6, 2011, Newmont acquired 153 million common shares of Fronteer for total consideration of $2,259 less cash received from the acquisition of $2 for a net payment of $2,257. In connection with the acquisition, Newmont incurred transaction costs of $21 during the first half of 2011, which were recorded in Other Expense, net. We also paid $13 of contingent payments in accordance with the 2009 Boddington acquisition agreement.

Proceeds from sale of other assets. During the first half of 2011, we received $6 primarily from the sale of investments. During the first half of 2010 proceeds included $13 from the sale of our 40% interest in AGR Matthey Joint Venture (“AGR”) and $5 for the sale of our joint venture exploration property in Armenia. We also received $34 from the sale of other assets including non-core assets held at Tanami.

Financing Activities

Net cash used in financing activities was $380 and $470 during the first half of 2011 and 2010, respectively.

Proceeds from and repayment of debt. During the first half of 2011, we borrowed $803 under our revolving credit facility and paid debt issuance costs of $28. We repaid $973 of debt, including repayment of $713 under our revolving credit facility and scheduled debt repayments of $223 for our 8 5/8 Senior Notes, $30 related to the sale-leaseback of the refractory ore treatment plant (classified as a capital lease) and $7 on other credit facilities and capital leases. At June 30, 2011, $239 of the $2,500 revolving credit facility was used to secure the issuance of letters of credit, primarily supporting reclamation obligations (see “Off-Balance Sheet Arrangements” below). During the first half of 2010, we repaid $263 of debt, including pre-payment of the $220 balance under the PTNNT project financing facility, scheduled debt repayments of $24 related to the sale-leaseback of the refractory ore treatment plant and $19 on other credit facilities and capital leases.

Scheduled minimum debt repayments are $5 for the remainder of 2011, $572 in 2012, $42 in 2013, $544 in 2014, $18 in 2015, and $3,129 thereafter. We expect to be able to fund maturities of debt from Net cash provided by operating activities, short-term investments, existing cash balances and available credit facilities.

At June 30, 2011 and 2010, we were in compliance with all required debt covenants and other restrictions related to debt agreements.

Sale of noncontrolling interests. In March 2010, Nusa Tenggara Partnership (“NTP”) completed the sale of 7% of shares in PTNNT to a third party buyer. Cash proceeds from the sale were $229, with our 56.25% share being $129 and the balance of $100 was paid to our NTP partner.

Acquisition of noncontrolling interests. During the first half of 2010, we increased our economic interest in PTNNT by advancing $109 to noncontrolling interests.

Dividends paid to common stockholders. We declared regular quarterly dividends totaling $0.35 and $0.20 per common share for the six months ended June 30, 2011 and 2010, respectively. Additionally, Newmont Mining Corporation of Canada Limited, a subsidiary of the Company, declared regular quarterly dividends on its exchangeable shares totaling C$0.3403 per share through June 30, 2011 and C$0.2058 through June 30, 2010. We paid dividends of $173 and $98 to common stockholders in the first half of 2011 and 2010, respectively.

Dividends paid to noncontrolling interests. We paid dividends of $17 and $307 to noncontrolling interests during the first half of 2011 and 2010, respectively. The payments in 2011 included $15 of Indonesian withholding taxes related to dividends paid to noncontrolling interests in December 2010. The dividends paid during the first half of 2010 included $100 for our NTP partner’s share of the sale of the 7% interest in Batu Hijau and $205 for our partners’ share of a $476 PTNNT dividend.

Proceeds from stock issuance. We received proceeds of $8 and $30 during the first half of 2011 and 2010, respectively, from the issuance of common stock.

Discontinued Operations

Net operating cash used in discontinued operations was $2 and $13 in the first half of 2011 and 2010, respectively. Discontinued operations in 2011 relate to the initial payment on the Holt property royalty. The 2010 amount related to the Kori Kollo operation in Bolivia which was sold in 2009.

Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements: operating leases (as discussed in Note 29 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 24, 2011) and $1,365 of outstanding letters of credit, surety bonds and bank guarantees (see Note 28 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):


	2011		2012		2013		2014		2015		Thereafter
Batu Hijau		527		450		430		518		—		—
Boddington		132		259		243		254		231		672
Nevada		61		75		—		—		—		—

		720		784		673		772		231		672

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, 2011 and December 31, 2010, $922 and $904, 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, $172 and $144 were accrued for such obligations at June 30, 2011 and December 31, 2010, respectively. We spent $8 and $8 during the first half of 2011 and 2010, respectively, for environmental obligations related to the former, primarily historic, mining activities and have classified $19 as a current liability at June 30, 2011.

During the first half of 2011 and 2010, capital expenditures were approximately $55 and $36, 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 28 to the Condensed Consolidated Financial Statements.

Accounting Developments

For a discussion of Recently Adopted 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

Management of the Company uses Adjusted net income to evaluate the Company’s operating performance, and for planning and forecasting future business operations. The Company believes the use of Adjusted net income 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 are evaluated periodically and based, in part, on a review of non-GAAP financial measures used by mining industry analysts. Net income attributable to Newmont stockholders is reconciled to Adjusted net income as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net income attributable to Newmont stockholders	$	387		$	382		$	901		$	928
Fronteer acquisition costs		17			—			18			—
PTNNT community contribution		—			—			—			13
Asset sales/impairments		(30	)		(5	)		(32	)		(28	)
Income tax benefit from internal restructuring		(65	)		—			(65	)		(127	)
Loss from discontinued operations		136			—			136			—

Adjusted net income	$	445		$	377		$	958		$	786

Adjusted net income per share⁽¹⁾	$	0.90		$	0.77		$	1.94		$	1.60


⁽¹⁾		Calculated using weighted average number of shares outstanding, basic.

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,
	2011			2010			2011			2010

Costs applicable to sales:
Consolidated per financial statements	$	811		$	750		$	1,634		$	1,503
Noncontrolling interests⁽¹⁾		(111	)		(92	)		(205	)		(185	)

Attributable to Newmont	$	700		$	658		$	1,429		$	1,318


Gold sold (thousand ounces):
Consolidated		1,391			1,546			2,869			3,127
Noncontrolling interests⁽¹⁾		(201	)		(248	)		(383	)		(524	)

Attributable to Newmont		1,190			1,298			2,486			2,603


Costs applicable to sales per ounce:
Consolidated	$	583		$	485		$	570		$	481
Attributable to Newmont	$	588		$	507		$	575		$	506

Costs applicable to sales per pound


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010

Costs applicable to sales:
Consolidated per financial statements	$	106		$	98		$	223		$	214
Noncontrolling interests⁽¹⁾		(41	)		(38	)		(87	)		(81	)

Attributable to Newmont	$	65		$	60		$	136		$	133


Copper sold (million pounds):
Consolidated		79			128			184			275
Noncontrolling interests⁽¹⁾		(33	)		(58	)		(81	)		(123	)

Attributable to Newmont		46			70			103			152


Costs applicable to sales per pound:
Consolidated	$	1.34		$	0.77		$	1.21		$	0.78
Attributable to Newmont	$	1.41		$	0.86		$	1.32		$	0.88

Net attributable costs applicable to sales per ounce


	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010

Attributable costs applicable to sales:
Gold	$	700		$	658		$	1,429		$	1,318
Copper		65			60			136			133

		765			718			1,565			1,451


Copper revenue:
Consolidated		(296	)		(298	)		(718	)		(792	)
Noncontrolling interests⁽¹⁾		125			133			315			343

		(171	)		(165	)		(403	)		(449	)

Net attributable costs applicable to sales	$	594		$	553		$	1,162		$	1,002


Attributable gold ounces sold (thousands)		1,190			1,298			2,486			2,603
Net attributable costs applicable to sales per ounce	$	499		$	426		$	467		$	385


⁽¹⁾		Relates to partners’ interests in Batu Hijau and Yanacocha

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, 2010, 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.

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 breeches, 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 also utilize foreign currency contracts to hedge a portion of the Company’s A$ denominated capital expenditures related to the construction of the Akyem project in Africa. The hedging instruments are fixed forward contracts with expiration dates up to two years. We use diesel contracts to reduce the variability of our operating cost exposure related to diesel prices of fuel consumed at our Nevada operations. We utilize forward starting swap contracts to hedge against adverse movements in interest rates related to an expected debt issuance. 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, 2011:


	Expected Maturity Date
																			Total
	2011			2012			2013			2014			2015			2016			Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		594			947			665			436			204			25			2,871
Average rate ($/A$)		0.86			0.88			0.90			0.87			0.84			0.88			0.88
Expected hedge ratio		82	%		64	%		44	%		30	%		14	%		3	%
A$ Akyem Capital Fixed Forward Contracts:
A$ notional (millions)		10			18			—			—			—			—			28
Average rate ($/A$)		1.04			1.02			—			—			—			—			1.03
Expected hedge ratio		34	%		41	%		—			—			—			—
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		37			41			6			—			—			—			84
Average rate ($/NZ$)		0.71			0.73			0.77			—			—			—			0.72
Expected hedge ratio		66	%		35	%		10	%		—			—			—

The fair value of the A$ foreign currency derivative contracts was $368 and $295 at June 30, 2011 and December 31, 2010, respectively. The fair value of the NZ$ foreign currency derivative contracts was $8 and $6 at June 30, 2011 and December 31, 2010, respectively. The fair value of the A$ Akyem capital foreign currency contracts were $nil at June 30, 2011.

Diesel Price Risk

We had the following diesel derivative contracts outstanding at June 30, 2011:


	Expected Maturity Date
	2011			2012			2013		Total Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		11			11			1		23
Average rate ($/gallon)		2.51			2.68			3.19		2.62
Expected hedge ratio		53	%		25	%		5

The fair value of the diesel derivative contracts was $11 and $8 at June 30, 2011 and December 31, 2010, respectively.

Forward Starting Swaps

During the three months ended June 30, 2011, we entered into forward starting swaps with a total notional value of $1,000. We entered into these swaps as a hedge against adverse movements in treasury rates related to a potential debt issuance in the second half of 2011. At June 30, 2011, the fair value of the forward starting swap contracts was a net liability position of $11.

Fair Value Hedges

Interest Rate Risk

We had $222 fixed to floating swap contracts designated as a hedge against debt which matured in May 2011.

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.

LME copper prices averaged $4.14 per pound during the three months ended June 30, 2011, compared with our recorded average provisional price of $4.22 per pound before mark-to-market losses and treatment and refining charges. LME copper prices averaged $4.26 per pound during the six months ended June 30, 2011, compared with our recorded average provisional price of $4.31 per pound before mark-to-market losses and treatment and refining charges. During the three and six months ended June 30, 2011, changes in copper prices resulted in a provisional pricing mark-to-market loss of $16 ($0.21 per pound) and $28 ($0.16 per pound), respectively. At June 30, 2011, we had copper sales of 84 million pounds priced at an average of $4.22 per pound, subject to final pricing over the next several months. Each $0.10 change in the price for provisionally priced sales would have an approximate $3 effect on our Net income attributable to Newmont stockholders. The LME closing settlement price at June 30, 2011 for copper was $4.22 per pound.

The average London P.M. fix for gold was $1,506 per ounce during the three months ended June 30, 2011, compared with our recorded average provisional price of $1,500 per ounce before mark-to-market gains and treatment and refining charges. The average London P.M. fix for gold was $1,445 per ounce during the six months ended June 30, 2011, compared with our recorded average provisional price of $1,441 per ounce before mark-to-market gains and treatment and refining charges. During the three and six months ended June 30, 2011, changes in gold prices resulted in a provisional pricing mark-to-market gain of $10 ($7 per ounce) and $18 ($6 per ounce), respectively. At June 30, 2011, we had gold sales of 105,000 ounces priced at an average of $1,506 per ounce, subject to final pricing over the next several months. Each $10 change in the price for provisionally priced gold sales would have an approximate $1 effect on our Net income attributable to Newmont stockholders. The London P.M closing settlement price at June 30, 2011 for gold was $1,506 per ounce.


ITEM 4.		CONTROLS AND PROCEDURES.

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

PART II—OTHER INFORMATION


ITEM 1.		LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 28 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, 2010, as filed with the SEC on February 24, 2011.


ITEM 2.		ISSUER PURCHASES OF EQUITY SECURITIES.

(c)

(d)

(a)

(b)

Total Number of

Maximum Number (or

Total

Average

Shares Purchased

Approximate Dollar Value)

Number of

Price

as Part of Publicly

of Shares that may yet be

Shares

Paid Per

Announced Plans

Purchased under the

Period

Purchased

Share

or Programs

Plans or Programs

April 1, 2011 through April 30, 2011

—

N/A

May 1, 2011 through May 31, 2011

—

N/A

June 1, 2011 through June 30, 2011

—

N/A


ITEM 3.		DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 5.		OTHER INFORMATION.

Mine Safety Disclosure

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 superior safe and healthy environment and are intended as a means 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 an established “Rapid Response” process to mitigate and prevent the escalation of adverse consequences in the event that existing risk management controls fail, particularly in the event of an incident that 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, minimizes the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, ensures communications are being carried out in accordance with legal and ethical requirements and identifies actions that need to be taken on a broader scale than can be predicted by those involved in overcoming 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 in this Quarterly Report on Form 10-Q pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and that required information is included in exhibit 99.1 and is incorporated by reference into this Quarterly Report.


ITEM 6.		EXHIBITS.

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

SIGNATURES

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


		Newmont Mining Corporation
		(Registrant)

Date: July 28, 2011		/s/ RUSSELL BALL Russell Ball
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: July 28, 2011		/s/ DAVID OTTEWELL David Ottewell
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

NEWMONT MINING CORPORATION

EXHIBIT INDEX


Exhibit
Number		Description

	10.1	Credit Agreement dated as of May 20, 2011 among Newmont Mining Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed herewith.

	10.2	Annual Incentive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.

	10.3	Employee Performance Incentive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.

	10.4	Senior Executive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.

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

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

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

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

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

	99.1	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	The following XBRL (Extensible Business Reporting Language) materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.


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