Edgar Filing: NEWMONT MINING CORP /DE/

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company.)

Smaller reporting company

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2012

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

For the transition period from to

Commission File Number: 001-31240

LOGO

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)


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

6363 South Fiddler’s Green Circle 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. x Yes ¨ No

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

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

(Check one):

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

There were 491,536,089 shares of common stock outstanding on October 25, 2012 (and 4,898,042 exchangeable shares).

TABLE OF CONTENTS


		Page
PART I
ITEM 1.	FINANCIAL STATEMENTS		1

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

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		44

	Overview		44
	Selected Financial and Operating Results		46
	Consolidated Financial Results		47
	Results of Consolidated Operations		53
	Liquidity and Capital Resources		58
	Environmental		61
	Accounting Developments		61
	Non-GAAP Financial Measures		62
	Safe Harbor Statement		65

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		65

ITEM 4.	CONTROLS AND PROCEDURES		68

PART II

ITEM 1.	LEGAL PROCEEDINGS		69

ITEM 1A.	RISK FACTORS		69

ITEM 2.	ISSUER PURCHASES OF EQUITY SECURITIES		69

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		69

ITEM 4.	MINE SAFETY DISCLOSURES		69

ITEM 5.	OTHER INFORMATION		70

ITEM 6.	EXHIBITS		70

SIGNATURES			71

EXHIBIT INDEX			72

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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Sales (Note 3)	$	2,480		$	2,744		$	7,392		$	7,593
Costs and expenses
Costs applicable to sales ⁽¹⁾ (Note 3)		1,088			1,008			3,107			2,865
Amortization		272			270			751			776
Reclamation and remediation (Note 4)		17			6			49			63
Exploration		115			104			309			255
Advanced projects, research and development		74			93			258			247
General and administrative		51			50			162			145
Other expense, net (Note 5)		131			36			377			196

		1,748			1,567			5,013			4,547

Other income (expense)
Other income, net (Note 6)		52			(76	)		121			3
Interest expense, net		(67	)		(65	)		(190	)		(193	)

		(15	)		(141	)		(69	)		(190	)

Income before income and mining tax and other items		717			1,036			2,310			2,856
Income and mining tax expense (Note 9)		(228	)		(371	)		(746	)		(863	)
Equity income (loss) of affiliates		(9	)		10			(39	)		12

Income from continuing operations		480			675			1,525			2,005
Loss from discontinued operations (Note 10)		(33	)		—			(104	)		(136	)

Net income		447			675			1,421			1,869
Net income attributable to noncontrolling interests (Note 11)		(80	)		(182	)		(285	)		(475	)

Net income attributable to Newmont stockholders	$	367		$	493		$	1,136		$	1,394

Net income attributable to Newmont stockholders:
Continuing operations	$	400		$	493		$	1,240		$	1,530
Discontinued operations		(33	)		—			(104	)		(136	)

	$	367		$	493		$	1,136		$	1,394

Income per common share (Note 12)
Basic:
Continuing operations	$	0.81		$	1.00		$	2.50		$	3.10
Discontinued operations		(0.07	)		—			(0.21	)		(0.28	)

	$	0.74		$	1.00		$	2.29		$	2.82

Diluted:
Continuing operations	$	0.81		$	0.98		$	2.48		$	3.05
Discontinued operations		(0.07	)		—			(0.21	)		(0.27	)

	$	0.74		$	0.98		$	2.27		$	2.78

Cash dividends declared per common share	$	0.35		$	0.30		$	1.05		$	0.65

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net income	$	447		$	675		$	1,421		$	1,869
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities, net of $(62), $(6), $(67) and $74 tax benefit and (expense), respectively		184			(270	)		(129	)		(345	)
Foreign currency translation adjustments		16			(163	)		16			(36	)
Change in pension and other post-retirement benefits, net of $3, $2, $7 and $5 tax expense, respectively		4			3			12			11
Change in fair value of cash flow hedge instruments, net of $(16), $70, $(34) and $222 tax benefit and (expense), respectively
Net change from periodic revaluations		55			(389	)		128			(172	)
Net amount reclassified to income		(24	)		(32	)		(83	)		(104	)

Net unrecognized gain (loss) on derivatives		31			(421	)		45			(276	)

Other comprehensive income (loss)		235			(851	)		(56	)		(646	)

Comprehensive income	$	682		$	(176	)	$	1,365		$	1,223

Comprehensive income attributable to:
Newmont stockholders	$	601		$	(355	)	$	1,079		$	748
Noncontrolling interests		81			179			286			475

	$	682		$	(176	)	$	1,365		$	1,223

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	Nine Months Ended September 30,
	2012			2011
Operating activities:
Net income	$	1,421		$	1,869
Adjustments:
Amortization		751			776
Loss from discontinued operations		104			136
Reclamation and remediation		49			63
Deferred income taxes		25			(106	)
Stock based compensation and other non-cash benefits		55			62
Impairment of marketable securities		39			175
Gain on asset sales, net		(12	)		(68	)
Other operating adjustments and write-downs		149			102
Net change in operating assets and liabilities (Note 23)		(1,039	)		(343	)

Net cash provided from continuing operations		1,542			2,666
Net cash used in discontinued operations		(12	)		(4	)

Net cash provided from operations		1,530			2,662

Investing activities:
Additions to property, plant and mine development		(2,394	)		(1,781	)
Sale of marketable securities		209			74
Purchases of marketable securities		(209	)		(17	)
Acquisitions, net		(22	)		(2,301	)
Proceeds from sale of other assets		13			6
Other		(48	)		(9	)

Net cash used in investing activities		(2,451	)		(4,028	)

Financing activities:
Proceeds from debt, net		3,343			1,798
Repayment of debt		(1,956	)		(2,086	)
Payment of conversion premium on debt		(172	)		—
Dividends paid to common stockholders		(521	)		(321	)
Dividends paid to noncontrolling interests		(3	)		(17	)
Proceeds from stock issuance, net		20			35
Other		(2	)		3

Net cash provided from (used in) financing activities		709			(588	)

Effect of exchange rate changes on cash		1			33

Net change in cash and cash equivalents		(211	)		(1,921	)
Cash and cash equivalents at beginning of period		1,760			4,056

Cash and cash equivalents at end of period	$	1,549		$	2,135

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

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)


	At September 30, 2012		At December 31, 2011
ASSETS
Cash and cash equivalents	$	1,549	$	1,760
Trade receivables		314		300
Accounts receivable		470		320
Investments (Note 17)		89		94
Inventories (Note 18)		842		714
Stockpiles and ore on leach pads (Note 19)		720		671
Deferred income tax assets		251		396
Other current assets (Note 20)		1,089		1,133

Current assets		5,324		5,388
Property, plant and mine development, net		17,472		15,881
Investments (Note 17)		1,397		1,472
Stockpiles and ore on leach pads (Note 19)		2,775		2,271
Deferred income tax assets		1,659		1,605
Other long-term assets (Note 20)		896		857

Total assets	$	29,523	$	27,474

LIABILITIES
Debt (Note 21)	$	25	$	689
Accounts payable		612		561
Employee-related benefits		320		307
Income and mining taxes		87		250
Other current liabilities (Note 22)		1,527		2,133

Current liabilities		2,571		3,940
Debt (Note 21)		6,099		3,624
Reclamation and remediation liabilities (Note 4)		1,276		1,169
Deferred income tax liabilities		2,186		2,147
Employee-related benefits		479		459
Other long-term liabilities (Note 22)		396		364

Total liabilities		13,007		11,703

Commitments and contingencies (Note 26)
EQUITY
Common stock		786		784
Additional paid-in capital		8,307		8,408
Accumulated other comprehensive income		595		652
Retained earnings		3,667		3,052

Newmont stockholders’ equity		13,355		12,896
Noncontrolling interests		3,161		2,875

Total equity		16,516		15,771

Total liabilities and equity	$	29,523	$	27,474

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, 2011 filed February 24, 2012 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by United States generally accepted accounting principles (“GAAP”) have been condensed or omitted. References to “A$” refer to Australian currency, “NZ$” to New Zealand currency and “$” to United States currency.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Goodwill Impairment

In September 2011, ASC guidance was issued related to goodwill impairment. Under the updated guidance, an entity will have the option to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The update does not change how the Company performs the two-step impairment test under previous guidance. The Company’s January 1, 2012 adoption of the guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows.

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 Company’s January 1, 2012 adoption of the updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows.

NEWMONT MINING CORPORATION

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

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

NOTE 3 SEGMENT INFORMATION


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)
Three Months Ended September 30, 2012
Nevada	$	734	$	292	$	61	$	47	$	330
La Herradura		88		31		5		11		39
Other North America		—		—		—		1		(24	)

North America		822		323		66		59		345

Yanacocha		585		185		83		14		254
Conga		—		—		—		9		(12	)
Other South America		—		—		—		15		(10	)

South America		585		185		83		38		232

Boddington:
Gold		281		155		37		NA		NA
Copper		60		39		7		NA		NA

Total		341		194		44		2		98
Batu Hijau:
Gold		24		17		2		NA		NA
Copper		146		99		21		NA		NA

Total		170		116		23		8		10
Other Australia/New Zealand		358		201		34		18		98
Other Asia Pacific		—		—		—		5		(16	)

Asia Pacific		869		511		101		33		190

Ahafo		204		69		18		20		98
Akyem		—		—		—		6		(6	)
Other Africa		—		—		—		3		(4	)

Africa		204		69		18		29		88

Corporate and Other		—		—		4		30		(138	)

Consolidated	$	2,480	$	1,088	$	272	$	189	$	717

NEWMONT MINING CORPORATION

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

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)
Three Months Ended September 30, 2011
Nevada	$	712	$	267	$	69	$	39	$	333
La Herradura		92		31		6		5		54
Other North America		—		—		3		52		(56	)

North America		804		298		78		96		331

Yanacocha		544		194		67		8		280
Conga		—		—		—		11		(10	)
Other South America		—		—		—		11		(11	)

South America		544		194		67		30		259

Boddington:
Gold		245		112		28		N/A		N/A
Copper		40		28		6		N/A		N/A

Total		285		140		34		3		124
Batu Hijau:
Gold		198		58		14		N/A		N/A
Copper		233		73		16		N/A		N/A

Total		431		131		30		2		258
Other Australia/New Zealand		437		174		36		14		218
Other Asia Pacific		—		—		1		5		3

Asia Pacific		1,153		445		101		24		603

Ahafo		243		71		19		11		134
Akyem		—		—		—		2		(3	)
Other Africa		—		—		—		2		(3	)

Africa		243		71		19		15		128

Corporate and Other		—		—		5		32		(285	)

Consolidated	$	2,744	$	1,008	$	270	$	197	$	1,036

NEWMONT MINING CORPORATION

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

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)			Total Assets		Capital Expenditures⁽¹⁾
Nine Months Ended September 30, 2012
Nevada	$	2,028	$	817	$	161	$	124	$	916		$	7,420	$	520
La Herradura		274		96		16		28		130			388		41
Other North America		—		—		—		2		(130	)		204		9

North America		2,302		913		177		154		916			8,012		570

Yanacocha		1,793		523		195		49		936			2,812		392
Conga		—		—		—		48		(51	)		1,617		467
Other South America		—		—		—		59		(54	)		30		—

South America		1,793		523		195		156		831			4,459		859

Boddington:
Gold		843		449		118		N/A		N/A			N/A		N/A
Copper		163		107		25		N/A		N/A			N/A		N/A

Total		1,006		556		143		7		278			4,678		77
Batu Hijau:
Gold		76		47		8		N/A		N/A			N/A		N/A
Copper		406		254		51		N/A		N/A			N/A		N/A

Total		482		301		59		22		42			3,662		98
Other Australia/New Zealand		1,116		573		103		51		378			1,390		214
Other Asia Pacific		—		—		3		15		(20	)		827		12

Asia Pacific		2,604		1,430		308		95		678			10,557		401

Ahafo		693		241		58		42		348			1,350		176
Akyem		—		—		—		15		(16	)		888		305
Other Africa		—		—		—		8		(8	)		6		—

Africa		693		241		58		65		324			2,244		481

Corporate and Other		—		—		13		97		(439	)		4,251		76

Consolidated	$	7,392	$	3,107	$	751	$	567	$	2,310		$	29,523	$	2,387

⁽¹⁾	Includes a decrease in accrued capital expenditures of $7; consolidated capital expenditures on a cash basis were $2,394.

NEWMONT MINING CORPORATION

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

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


	Sales		Costs Applicable to Sales		Amortization		Advanced Projects and Exploration		Pre-Tax Income (Loss)			Total Assets		Capital Expenditures⁽¹⁾
Nine Months Ended September 30, 2011
Nevada	$	1,823	$	763	$	197	$	94	$	744		$	6,820	$	380
La Herradura		238		76		15		14		134			308		55
Other North America		—		—		10		149		(114	)		2,226		74

North America		2,061		839		222		257		764			9,354		509

Yanacocha		1,430		537		186		25		661			2,683		244
Conga		—		—		—		21		(21	)		776		448
Other South America		—		—		—		25		(26	)		36		—

South America		1,430		537		186		71		614			3,495		692

Boddington:
Gold		746		329		87		N/A		N/A			N/A		N/A
Copper		147		83		20		N/A		N/A			N/A		N/A

Total		893		412		107		6		368			4,439		122
Batu Hijau:
Gold		430		122		28		N/A		N/A			N/A		N/A
Copper		844		241		54		N/A		N/A			N/A		N/A

Total		1,274		363		82		3		767			3,690		149
Other Australia/New Zealand		1,227		498		102		36		583			1,169		212
Other Asia Pacific		—		—		2		11		(31	)		415		8

Asia Pacific		3,394		1,273		293		56		1,687			9,713		491

Ahafo		708		216		61		26		389			1,103		71
Akyem		—		—		—		4		(5	)		420		127
Other Africa		—		—		—		5		(9	)		4		—

Africa		708		216		61		35		375			1,527		198

Corporate and Other		—		—		14		83		(584	)		5,050		23

Consolidated	$	7,593	$	2,865	$	776	$	502	$	2,856		$	29,139	$	1,913

⁽¹⁾	Includes an increase in accrued capital expenditures of $132; consolidated capital expenditures on a cash basis were $1,781.

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 September 30, 2012 and December 31, 2011, $1,149 and $1,070, 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 September 30, 2012 and December 31, 2011, $189 and $170, 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:


	Nine Months Ended September 30,
	2012			2011
Balance at beginning of period	$	1,240		$	1,048
Additions, changes in estimates and other		106			20
Liabilities settled		(57	)		(24	)
Accretion expense		49			44

Balance at end of period	$	1,338		$	1,088

The current portion of Reclamation and remediation liabilities of $62 and $71 at September 30, 2012 and December 31, 2011, respectively, are included in Other current liabilities (see Note 22).

The Company’s reclamation and remediation expenses consisted of:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012		2011			2012		2011
Reclamation	$	—	$	(9	)	$	—	$	19
Accretion - operating		14		13			41		38
Accretion - non-operating		3		2			8		6

	$	17	$	6		$	49	$	63

NOTE 5 OTHER EXPENSE, NET


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Hope Bay care and maintenance	$	27	$	—	$	129	$	—
Regional administration		22		18		72		55
Community development		18		6		69		46
Restructuring and other		48		—		48		—
Western Australia power plant		5		3		13		12
Acquisition costs		—		1		12		22
Indonesian value added tax settlement		—		—		—		21
Other		11		8		34		40

	$	131	$	36	$	377	$	196

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 INCOME, NET


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Development projects, net	$	16		$	16		$	49		$	36
Canadian Oil Sands dividends		11			9			31			25
Refinery income, net		20			24			27			30
Reduction of allowance for loan receivable		—			—			21			—
Gain on asset sales, net		2			1			12			4
Interest		2			2			9			8
Gain on sale of investments, net		—			14			—			64
Foreign currency exchange, net		(1	)		39			(4	)		10
Impairment of marketable securities		(7	)		(174	)		(39	)		(175	)
Other		9			(7	)		15			1

	$	52		$	(76	)	$	121		$	3

NOTE 7 EMPLOYEE PENSION AND OTHER BENEFIT PLANS


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Pension benefit costs, net
Service cost	$	7		$	7		$	22		$	19
Interest cost		10			9			31			29
Expected return on plan assets		(11	)		(10	)		(33	)		(31	)
Amortization, net		6			5			20			17

	$	12		$	11		$	40		$	34


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Other benefit costs, net
Service cost	$	1		$	1		$	2		$	2
Interest cost		1			2			4			4
Amortization, net		—			(1	)		—			(1	)

	$	2		$	2		$	6		$	5

NOTE 8 STOCK BASED COMPENSATION


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Stock options	$	4	$	5	$	11	$	15
Restricted stock units		8		4		19		24
Performance leveraged stock units		2		3		8		7
Strategic stock units		1		—		2		—

	$	15	$	12	$	40	$	46

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 INCOME AND MINING TAXES

During the third quarter of 2012, the Company recorded estimated income and mining tax expense of $228, resulting in an effective tax rate of 32%. Estimated income and mining tax expense during the third quarter of 2011 was $371 for an effective tax rate of 36%. The lower effective tax rate in the third quarter of 2012 is a result of the following: (i) composition of income earned in 2012 is more heavily weighted to those jurisdictions for which the Company claims percentage depletion, (2) lower pretax book income in the current year is resulting in a larger favorable tax rate impact from the benefit of percentage depletion, and (iii) a small decrease in the valuation allowance recorded during the current quarter on the Company’s Canadian deferred tax assets generated in 2012 due to care and maintenance expenditures at Hope Bay compared to the prior quarter valuation allowance resulting from the impairment of certain marketable equity securities.

During the first nine months of 2012, estimated income and mining tax expense was $746, resulting in an effective tax rate of 32%. Estimated income and mining tax expense during the first nine months of 2011 was $863 for an effective tax rate of 31%. The slightly higher effective tax rate in the first nine months of 2012 is primarily due to the change in valuation allowances recorded on the Company’s 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 September 30, 2012, the Company’s total unrecognized tax benefit was $237 for uncertain income tax positions taken or expected to be taken on income tax returns. Of this, $19 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 $10 to $15 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 September 30,												Nine Months Ended September 30,
	2012						2011						2012						2011
Income before income and mining tax and other items				$	717					$	1,036					$	2,310					$	2,856

Tax at statutory rate		35	%	$	251			35	%	$	363			35	%	$	809			35	%	$	1,000
Reconciling items:
Tax benefit generated on change in form of a non-U.S. subsidiary		—			—			—			—			—			—			(2	)%		(65	)
Percentage depletion		(7	)%		(53	)		(4	)%		(45	)		(7	)%		(161	)		(5	)%		(156	)
Change in valuation allowance on deferred tax assets		3	%		19			4	%		38			3	%		65			1	%		38
Other		1	%		11			1	%		15			1	%		33			2	%		46

Income and mining tax expense		32	%	$	228			36	%	$	371			32	%	$	746			31	%	$	863

NOTE 10 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. In 2009, the Superior Court issued a decision finding Newmont Canada Corporation (“Newmont Canada”) liable for a sliding scale royalty on production from the Holt property, which was upheld in 2011 by the Ontario Court of Appeal. During the third quarter of 2012, the Company recorded an additional $33 charge, net of tax benefits of $2, to reflect higher gold prices offset by a decrease in future expected production at the Holt property due to new resource estimates. The total charges for the first nine months of 2012 are $104, net of tax benefits of $6.

Net operating cash used in discontinued operations of $12 and $4 in the first nine months of 2012 and 2011, respectively, relate to payments on the Holt property royalty.

NOTE 11 NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Yanacocha	$	73	$	94	$	268	$	226
Batu Hijau		3		85		11		251
Other		4		3		6		(2	)

	$	80	$	182	$	285	$	475

At September 30, 2012 and for all periods presented, 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 consolidates 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 12 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 except that weighted average common shares is increased to reflect all dilutive instruments.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
Net income attributable to Newmont stockholders
Continuing operations	$	400		$	493	$	1,240		$	1,530
Discontinued operations		(33	)		—		(104	)		(136	)

	$	367		$	493	$	1,136		$	1,394

Weighted average common shares:
Basic		496			494		496			494
Effect of employee stock-based awards		1			2		1			1
Effect of convertible notes		2			8		3			7

Diluted		499			504		500			502

Income per common share
Basic:
Continuing operations	$	0.81		$	1.00	$	2.50		$	3.10
Discontinued operations		(0.07	)		—		(0.21	)		(0.28	)

	$	0.74		$	1.00	$	2.29		$	2.82

Diluted:
Continuing operations	$	0.81		$	0.98	$	2.48		$	3.05
Discontinued operations		(0.07	)		—		(0.21	)		(0.27	)

	$	0.74		$	0.98	$	2.27		$	2.78

Options to purchase 2 and 3 million shares of common stock at average exercise prices of $57 and $57 were outstanding at September 30, 2012 and 2011, respectively, but were not included in the computation of diluted weighted average common shares because their effect would have been anti-dilutive.

Under its convertible note indentures, Newmont is required to settle the principal amount of its 2014 and 2017 Convertible Senior Notes in cash and may elect to settle the remaining conversion premium (average share price in excess of the conversion price), if any, in cash, shares or a combination thereof. The effect of contingently convertible instruments on diluted earnings per share is calculated under the net share settlement method in accordance with ASC guidance. The average price of the Company’s common stock exceeded the conversion prices for all periods presented, resulting in additional shares included in the computation of diluted weighted average common shares.

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

NEWMONT MINING CORPORATION

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

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

NOTE 13 CHANGES IN EQUITY


	Nine Months Ended September 30,
	2012			2011
Common stock:
At beginning of period	$	784		$	778
Stock based awards		2			3

At end of period		786			781

Additional paid-in capital:
At beginning of period		8,408			8,279
Conversion premium on convertible notes		(172	)		—
Stock based awards		71			86
Shares issued in exchange for exchangeable shares		—			(1	)

At end of period		8,307			8,364

Accumulated other comprehensive income:
At beginning of period		652			1,108
Other comprehensive income		(57	)		(646	)

At end of period		595			462

Retained earnings:
At beginning of period		3,052			3,180
Net income attributable to Newmont stockholders		1,136			1,394
Dividends paid		(521	)		(321	)

At end of period		3,667			4,253

Noncontrolling interests:
At beginning of period		2,875			2,371
Net income attributable to noncontrolling interests		285			475
Dividends paid		—			(2	)
Other comprehensive income		1			—

At end of period		3,161			2,844

Total equity	$	16,516		$	16,704

NEWMONT MINING CORPORATION

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

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

NOTE 14 ACQUISITIONS

On April 6, 2011, Newmont completed the acquisition of Fronteer Gold, Inc. (“Fronteer”). Under the Arrangement, shareholders of Fronteer received C$14.00 in cash and one-fourth of a common share in Pilot Gold, which retained certain exploration assets of Fronteer, for each common share of Fronteer. In connection with the acquisition, Newmont incurred transaction costs of $22, which were recorded in Other Expense, net in the first nine months of 2011.

NOTE 15 FAIR VALUE ACCOUNTING

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


Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2		Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3		Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

NEWMONT MINING CORPORATION

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

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

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


	Fair Value at September 30, 2012
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	274	$	274	$	—	$	—
Marketable equity securities:
Extractive industries		1,364		1,364		—		—
Other		8		8		—		—
Marketable debt securities:
Asset backed commercial paper		20		—		—		20
Corporate		8		—		8		—
Auction rate securities		5		—		—		5
Trade receivable from provisional copper and gold concentrate sales, net		237		237		—		—
Derivative instruments, net:
Foreign exchange forward contracts		256		—		256		—
Diesel forward contracts		5		—		5		—

	$	2,177	$	1,883	$	269	$	25

Liabilities:
Boddington contingent consideration		44		—		—		44
Holt property royalty		274		—		—		274

	$	318	$	—	$	—	$	318

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 corporate marketable debt securities are valued using quoted market prices in non-active markets and as such are classified within Level 2 of the fair value hierarchy. 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 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 cash flow assumptions discounted approximately 42%, which reflects an estimated discount for lack of marketability. The Company estimated the fair value of its asset backed commercial paper using a probability of return ranging from 13%-74% for each class of notes, which is reflective of information reviewed regarding the separate classes of securities. As a result of utilizing the unobservable inputs noted above in its fair value estimation of the Company’s auction rate securities and asset backed commercial paper, both fair value estimates are classified within Level 3 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 estimated value of the Boddington contingent royalty was determined using a Monte Carlo valuation model which simulates future gold and copper prices and costs applicable to sales. This contingent royalty is capped at $100, and at June 30,2012, the Company increased the accrual to the maximum of $100 using the following long-term price assumptions: 1) $1,500 per ounce gold price, 2) $3.50 per pound copper price, 3) $90 per barrel of oil, and 4) a $1.00 A$/US$ exchange rate. The Company used an approximate 4% discount rate in the model. The contingent royalty liability is classified within Level 3 of the fair value hierarchy.

The estimated fair value of the Holt sliding scale royalty was determined using a Monte Carlo valuation model to simulate future gold prices utilizing a long-term gold price assumption of $1,500 per ounce, various gold production scenarios based on publicly available reserve and resource information for the Holt property and an approximate 3% weighted average discount rate. The sliding scale 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 nine months ended September 30, 2012:


	Auction Rate Securities		Asset Backed Commercial Paper		Total Assets		Boddington Contingent Royalty			Holt Property Royalty			Total Liabilities
Balance at beginning of period	$	5	$	19	$	24	$	54		$	176		$	230
Settlements		—		—		—		(22	)		(12	)		(34	)
Revaluation		—		1		1		12			110			122

Balance at end of period	$	5	$	20	$	25	$	44		$	274		$	318

At September 30, 2012, assets and liabilities classified within Level 3 of the fair value hierarchy represent 1% and 100%, respectively, of total assets and liabilities measured at fair value.

NOTE 16 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 earnings 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.

In June 2011, Newmont began hedging a portion of the Company’s A$ denominated capital expenditures related to the Akyem project in Africa utilizing fixed forward contracts with expiration dates up to two years.

NEWMONT MINING CORPORATION

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

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

In July 2011, Newmont began hedging a portion of the Company’s A$ denominated capital expenditures related to the planned construction of a mine shaft at Tanami in Australia utilizing foreign currency contracts. The hedging instruments are fixed forward contracts with expiration dates up to three years.

Newmont had the following foreign currency derivative contracts outstanding at September 30, 2012:


	Expected Maturity Date
	2012			2013			2014			2015			2016			2017			Total/ Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		332			1,130			833			534			298			62			3,189
Average rate ($/A$)		0.93			0.93			0.91			0.89			0.90			0.90			0.92
Expected hedge ratio		84	%		73	%		53	%		35	%		19	%		5	%
A$ Capital Fixed Forward Contracts:
A$ notional (millions)		12			14			59			—			—			—			85
Average rate ($/A$)		0.99			0.98			0.96			—			—			—			0.97
Expected hedge ratio		49	%		87	%		91	%		—			—			—
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		22			50			16			—			—			—			88
Average rate ($/NZ$)		0.78			0.78			0.78			—			—			—			0.78
Expected hedge ratio		67	%		41	%		18	%		—			—			—

Diesel Fixed Forward Contracts

Newmont hedges a portion of its operating cost exposure related to diesel consumed at its Nevada operations to reduce the variability in realized diesel prices. The hedging instruments consist of a series of financially settled fixed forward contracts with expiration dates up to three years.

Newmont had the following diesel derivative contracts outstanding at September 30, 2012:


	Expected Maturity Date
	2012			2013			2014			2015			Total/ Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		8			24			11			2			45
Average rate ($/gallon)		2.94			2.93			2.89			2.85			2.92
Expected hedge ratio		69	%		54	%		27	%		8	%

Forward Starting Swap Contracts

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

NEWMONT MINING CORPORATION

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

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

Fair Value Hedges

Interest Rate Swap Contracts

Newmont had $222 fixed to floating swap contracts designated as a hedge against 8 5/8% debentures which matured in May 2011.

Derivative Instrument Fair Values

Newmont had the following derivative instruments designated as hedges at September 30, 2012 and December 31, 2011:


	Fair Value
	At September 30, 2012
	Other Current Assets		Other Long- Term Assets		Other Current Liabilities		Other Long- Term Liabilities
Foreign currency exchange contracts:
A$ operating fixed forwards	$	109	$	140	$	—	$	—
A$ capital fixed forwards		3		1		—		—
NZ$ operating fixed forwards		3		—		—		—
Diesel fixed forwards		5		1		1		—

Total derivative instruments (Note 20 and 22)	$	120	$	142	$	1	$	—


	Fair Value
	At December 31, 2011
	Other Current Assets		Other Long- Term Assets		Other Current Liabilities		Other Long- Term Liabilities
Foreign currency exchange contracts:
A$ operating fixed forwards	$	121		112		6		4
A$ capital fixed forwards		—		—		—		1
NZ$ operating fixed forwards		2		—		1		—
Diesel fixed forwards		4		—		2		1
Forward starting interest rate swaps		—		—		399		—

Total derivative instruments (Note 20 and 22)	$	127	$	112	$	408	$	6

NEWMONT MINING CORPORATION

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

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

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


	Foreign Currency Exchange Contracts					Diesel Forward Contracts					Forward Starting Swap Contracts
	2012		2011			2012		2011			2012			2011
For the three months ended September 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	70	$	(263	)	$	14	$	(7	)	$	—		$	(345	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		40		50			2		3			(3	)		—
(Loss) reclassified from Accumulated other comprehensive income into income (ineffective portion) ⁽²⁾		—		—			—		—			—			(10	)
For the nine months ended September 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	156	$	(70	)	$	10	$	3		$	36		$	(356	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) ⁽¹⁾		125		141			6		12			(7	)		—
Gain (loss) reclassified from Accumulated other comprehensive income into income (ineffective portion) ⁽²⁾		—		—			—		—			2			(10	)

⁽¹⁾

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

⁽²⁾	The ineffective portion recognized for cash flow hedges is included in Other Income, net.

NEWMONT MINING CORPORATION

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

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


	Interest Rate Swap Contracts					8 ⁵/₈% Debentures (Hedged Portion)
	2012		2011			2012		2011
For the nine months ended September 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) ⁽¹⁾	$	—	$	3		$	—	$	(6	)
(Loss) recognized in income (ineffective portion) ⁽²⁾		—		(2	)		—		—

⁽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 $61.

Provisional Copper and Gold Sales

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

London Metal Exchange (“LME”) copper prices averaged $3.50 per pound during the three months ended September 30, 2012, compared with the Company’s recorded average provisional price of $3.53 per pound before mark-to-market adjustments and treatment and refining charges. LME copper prices averaged $3.61 per pound during the nine months ended September 30, 2012, compared with the Company’s recorded average provisional price of $3.60 per pound before mark-to-market adjustments and treatment and refining charges. During the three and nine months ended September 30, 2012, changes in copper prices resulted in a provisional pricing mark-to-market gain of $18 ($0.30 per pound) and gain of $31 ($0.19 per pound), respectively. At September 30, 2012, Newmont had copper sales of 67 million pounds priced at an average of $3.74 per pound, subject to final pricing over the next several months.

The average London P.M. fix for gold was $1,652 per ounce during the three months ended September 30, 2012, compared with the Company’s recorded average provisional price of $1,653 per ounce before mark-to-market adjustments and treatment and refining charges. The average London P.M. fix for gold was $1,652 per ounce during the nine months ended September 30, 2012, compared to the Company’s recorded average provisional price of $1,652 per ounce before mark-to-market adjustments and treatment and refining charges. During the three and nine months ended September 30, 2012, changes in gold prices resulted in a provisional pricing mark-to-market gain of $13 ($9 per ounce) and gain of $17 ($4 per ounce), respectively. At September 30, 2012, Newmont had gold sales of 87,000 ounces priced at an average of $1,777 per ounce, subject to final pricing over the next several months.

NEWMONT MINING CORPORATION

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

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

NOTE 17 INVESTMENTS


	At September 30, 2012
	Cost/Equity Basis		Unrealized					Fair/Equity Basis
	Cost/Equity Basis		Gain		Loss			Fair/Equity Basis
Current:
Marketable Equity Securities:
Paladin Energy Ltd.	$	59	$	8	$	—		$	67
Other		14		9		(1	)		22

	$	73	$	17	$	(1	)	$	89

Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	26	$	—	$	(6	)	$	20
Auction rate securities		8		—		(3	)		5
Corporate		6		2		—			8

		40		2		(9	)		33

Marketable Equity Securities:
Canadian Oil Sands Ltd.		314		347		—			661
Gabriel Resources Ltd.		79		29		—			108
Regis Resources Ltd.		36		402		—			438
Other		59		18		(1	)		76

		488		796		(1	)		1,283

Other investments, at cost		11		1		—			12
Investment in Affiliates:
Minera La Zanja S.R.L.		69		—		—			69

	$	608	$	799	$	(10	)	$	1,397

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, 2011
	Cost/Equity Basis		Unrealized					Fair/Equity Basis
	Cost/Equity Basis		Gain		Loss			Fair/Equity Basis
Current:
Marketable Equity Securities:
Paladin Energy Ltd.	$	60	$	13	$	—		$	73
Other		15		7		(1	)		21

	$	75	$	20	$	(1	)	$	94

Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	25	$	—	$	(6	)	$	19
Auction rate securities		7		—		(2	)		5
Corporate		10		1		—			11

		42		1		(8	)		35

Marketable Equity Securities:
Canadian Oil Sands Trust		302		401		—			703
Gabriel Resources Ltd.		76		236		—			312
Regis Resources Ltd.		36		218		—			254
Other		92		16		(17	)		91

		506		871		(17	)		1,360

Other investments, at cost		11		—		—			11
Investment in Affiliates:
Minera La Zanja S.R.L.		66		—		—			66

	$	625	$	872	$	(25	)	$	1,472

Included in Investments at September 30, 2012 and December 31, 2011 are $9 and $11 of long-term marketable debt securities, respectively, and $8 and $4 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.

During the three and nine months ended September 30, 2012, the Company recognized impairments for other-than-temporary declines in value of $7 and $39 for marketable equity securities. During the third quarter of 2011, the Company recognized impairments for other-than-temporary declines in value of $148 related to its holdings of Paladin Energy Ltd. and $26 for other marketable equity securities.

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
At September 30, 2012	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	7	$	2	$	—	$	—	$	7	$	2
Asset backed commercial paper		—		—		20		6		20		6
Auction rate securities		—		—		5		3		5		3

	$	7	$	2	$	25	$	9	$	32	$	11


	Less than 12 Months				12 Months or Greater				Total
At December 31, 2011	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	42	$	18	$	—	$	—	$	42	$	18
Asset backed commercial paper		—		—		19		6		19		6
Auction rate securities		—		—		5		2		5		2

	$	42	$	18	$	24	$	8	$	66	$	26

While the fair values of the Company’s investments in asset backed commercial paper and auction rate securities are below their respective cost, the Company views these declines as temporary. The Company intends to hold its investment in auction rate securities and asset backed commercial paper until maturity or such time that the market recovers and therefore considers these losses temporary.

NOTE 18 INVENTORIES


	At September 30, 2012		At December 31, 2011
In-process	$	122	$	159
Concentrate		192		116
Precious metals		39		12
Materials, supplies and other		489		427

	$	842	$	714

NOTE 19 STOCKPILES AND ORE ON LEACH PADS


	At September 30, 2012		At December 31, 2011
Current:
Stockpiles	$	560	$	506
Ore on leach pads		160		165

	$	720	$	671

Long-term:
Stockpiles	$	2,384	$	1,904
Ore on leach pads		391		367

	$	2,775	$	2,271

NEWMONT MINING CORPORATION

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

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


	At September 30, 2012		At December 31, 2011
Stockpiles and ore on leach pads:
Nevada	$	649	$	536
La Herradura		39		6
Yanacocha		509		512
Boddington		476		435
Batu Hijau		1,436		1,119
Other Australia/New Zealand		175		161
Ahafo		211		173

	$	3,495	$	2,942

NOTE 20 OTHER ASSETS


	At September 30, 2012		At December 31, 2011
Other current assets:
Refinery metal inventory and receivable	$	636	$	796
Prepaid assets		224		93
Derivative instruments		120		127
Restricted cash		—		20
Note receivable		—		12
Other		109		85

	$	1,089	$	1,133

Other long-term assets:
Goodwill	$	188	$	188
Derivative instruments		142		112
Intangible assets		139		147
Restricted cash		98		48
Debt issuance costs		76		59
Income tax receivable		57		142
Other receivables		11		17
Other		185		144

	$	896	$	857

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 DEBT


	At September 30, 2012				At December 31, 2011
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	15	$	—	$	165	$	—
Corporate revolving credit facility		—		—		—		33
2012 Convertible Senior Notes, net		—		—		514		—
2014 Convertible Senior Notes, net		—		529		—		512
2017 Convertible Senior Notes, net		—		466		—		452
2019 Senior Notes, net		—		897		—		896
2022 Senior Notes, net		—		1,489		—		—
2035 Senior Notes, net		—		598		—		598
2039 Senior Notes, net		—		1,087		—		1,087
2042 Senior Notes, net		—		992		—		—
Ahafo project finance facility		10		40		10		45
Other capital leases		—		1		—		1

	$	25	$	6,099	$	689	$	3,624

Scheduled minimum debt repayments are $20 for the remainder of 2012, $10 in 2013, $539 in 2014, $10 in 2015, $10 in 2016 and $5,535 thereafter.

Corporate Revolving Credit Facility

In May 2012, the Company’s Corporate Revolving Credit Facility was amended to increase the capacity to $3,000 and extend the facility one year to 2017. The available capacity under the Corporate Revolving Credit Facility prior to the amendment was $2,500.

2012 Convertible Senior Notes

In February 2012, the Company’s 2012 Convertible Senior Notes matured, resulting in a principal payment of $517. The Company elected to pay the conversion premium of $172 in cash in lieu of issuing common shares.

2022 and 2042 Senior Notes

In March 2012, the Company completed a public offering of $1,500 and $1,000 uncollateralized Senior Notes maturing on March 15, 2022 and March 15, 2042, respectively; net proceeds were $1,479 and $983, respectively. The 2022 Senior Notes pay interest semi-annually at a rate of 3.50% per annum and the 2042 Senior Notes pay semi-annual interest of 4.875% per annum.

Consistent with the Company’s other Notes included in the table above, the 2022 and 2042 Senior Notes contain various covenants and default provisions including payment defaults, limitation on liens, limitation on sales and leaseback agreements and merger restrictions.

NEWMONT MINING CORPORATION

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

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

NOTE 22 OTHER LIABILITIES


	At September 30, 2012		At December 31, 2011
Other current liabilities:
Refinery metal payable	$	636	$	796
Accrued capital expenditures		228		248
Accrued operating costs		194		231
Taxes other than income and mining		86		93
Interest		86		55
Reclamation and remediation liabilities		62		71
Deferred income tax		58		50
Boddington contingent consideration		44		24
Royalties		40		53
Holt property royalty		24		17
Derivative instruments		1		408
Other		68		87

	$	1,527	$	2,133

Other long-term liabilities:
Holt property royalty	$	250	$	159
Income and mining taxes		71		88
Power supply agreements		45		45
Boddington contingent consideration		—		30
Derivative instruments		—		6
Other		30		36

	$	396	$	364

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 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

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


	Nine Months Ended September 30,
	2012			2011
Decrease (increase) in operating assets:
Trade and accounts receivable	$	(7	)	$	125
Inventories, stockpiles and ore on leach pads		(603	)		(332	)
EGR refinery assets		177			(855	)
Other assets		(81	)		(109	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		(291	)		(3	)
EGR refinery liabilities		(177	)		855
Reclamation liabilities		(57	)		(24	)

	$	(1,039	)	$	(343	)

NOTE 24 SUPPLEMENTAL CASH FLOW INFORMATION


	Nine Months Ended September 30,
	2012		2011
Income and mining taxes, net of refunds	$	1,041	$	1,301
Pension plan and other benefits and contributions	$	32	$	12
Interest, net of amounts capitalized	$	123	$	101

NEWMONT MINING CORPORATION

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

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

NOTE 25 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Newmont USA, a 100% owned subsidiary of Newmont Mining Corporation, has fully and unconditionally guaranteed the 2019, 2022, 2035, 2039 and 2042 Senior Notes, the 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 September 30, 2012
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	1,577		$	903		$	—		$	2,480
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			623			465			—			1,088
Amortization		—			174			98			—			272
Reclamation and remediation		—			12			5			—			17
Exploration		—			72			43			—			115
Advanced projects, research and development		—			55			20			(1	)		74
General and administrative		—			52			(1	)		—			51
Other expense, net		—			72			58			1			131

		—			1,060			688			—			1,748

Other income (expense)
Other income, net		(1	)		16			37			—			52
Interest income—intercompany		46			4			—			(50	)		—
Interest expense—intercompany		(3	)		—			(47	)		50			—
Interest expense, net		(66	)		(7	)		6			—			(67	)

		(24	)		13			(4	)		—			(15	)

Income before income and mining tax and other items		(24	)		530			211			—			717
Income and mining tax expense		8			(245	)		9			—			(228	)
Equity income (loss) of affiliates		383			(6	)		40			(426	)		(9	)

Income from continuing operations		367			279			260			(426	)		480
Loss from discontinued operations		—			2			(35	)		—			(33	)

Net income		367			281			225			(426	)		447
Net income attributable to noncontrolling interests		—			(74	)		(29	)		23			(80	)

Net income attributable to Newmont stockholders	$	367		$	207		$	196		$	(403	)	$	367

Comprehensive income	$	601		$	299		$	497		$	(715	)	$	682
Comprehensive income attributable to noncontrolling interests		—			(75	)		(29	)		23			(81	)

Comprehensive income attributable to Newmont stockholders	$	601		$	224		$	468		$	(692	)	$	601

⁽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 September 30, 2011
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	1,779		$	965		$	—		$	2,744
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			623			385			—			1,008
Amortization		—			175			96			(1	)		270
Reclamation and remediation		—			2			4			—			6
Exploration		—			52			52			—			104
Advanced projects, research and development		—			47			46			—			93
General and administrative		—			50			—			—			50
Other expense, net		—			8			27			1			36

		—			957			610			—			1,567

Other income (expense)
Other income, net		(157	)		31			50			—			(76	)
Interest income—intercompany		39			2			7			(48	)		—
Interest expense—intercompany		(8	)		—			(40	)		48			—
Interest expense, net		(59	)		(6	)		—			—			(65	)

		(185	)		27			17			—			(141	)

Income before income and mining tax and other items		(185	)		849			372			—			1,036
Income and mining tax expense		30			(288	)		(113	)		—			(371	)
Equity income (loss) of affiliates		648			(19	)		81			(700	)		10

Net income (loss)		493			542			340			(700	)		675
Net income attributable to noncontrolling interests		—			(186	)		(17	)		21			(182	)

Net income attributable to Newmont stockholders	$	493		$	356		$	323		$	(679	)	$	493

Comprehensive income	$	(357	)	$	530		$	(363	)	$	14		$	(176	)
Comprehensive income attributable to noncontrolling interests		—			(186	)		(14	)		21			(179	)

Comprehensive income attributable to Newmont stockholders	$	(357	)	$	344		$	(377	)	$	35		$	(355	)

⁽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)


	Nine Months Ended September 30, 2012
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	4,577		$	2,815		$	—		$	7,392
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			1,736			1,371			—			3,107
Amortization		—			439			312			—			751
Reclamation and remediation		—			35			14			—			49
Exploration		—			196			113			—			309
Advanced projects, research and development		—			207			51			—			258
General and administrative		—			160			2			—			162
Other expense, net		—			139			238			—			377

		—			2,912			2,101			—			5,013

Other income (expense)
Other income, net		2			41			78			—			121
Interest income—intercompany		125			7			11			(143	)		—
Interest expense—intercompany		(11	)		(1	)		(131	)		143			—
Interest expense, net		(186	)		(19	)		15			—			(190	)

		(70	)		28			(27	)		—			(69	)

Income before income and mining tax and other items		(70	)		1,693			687			—			2,310
Income and mining tax expense		24			(474	)		(296	)		—			(746	)
Equity income (loss) of affiliates		1,182			(19	)		157			(1,359	)		(39	)

Income from continuing operations		1,136			1,200			548			(1,359	)		1,525
Loss from discontinued operations		—			6			(110	)		—			(104	)

Net income		1,136			1,206			438			(1,359	)		1,421
Net income attributable to noncontrolling interests		—			(281	)		(92	)		88			(285	)

Net income attributable to Newmont stockholders	$	1,136		$	925		$	346		$	(1,271	)	$	1,136

Comprehensive income	$	1,079		$	1,197		$	446		$	(1,357	)	$	1,365
Comprehensive income attributable to noncontrolling interests		—			(282	)		(92	)		88			(286	)

Comprehensive income attributable to Newmont stockholders	$	1,079		$	915		$	354		$	(1,269	)	$	1,079

⁽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)


	Nine Months Ended September 30, 2011
Condensed Consolidating Statement of Income	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Sales	$	—		$	4,765		$	2,828		$	—		$	7,593
Costs and expenses
Costs applicable to sales ⁽¹⁾		—			1,740			1,125			—			2,865
Amortization		—			490			287			(1	)		776
Reclamation and remediation		—			50			13			—			63
Exploration		—			133			122			—			255
Advanced projects, research and development		—			115			133			(1	)		247
General and administrative		—			143			2			—			145
Other expense, net		—			109			85			2			196

		—			2,780			1,767			—			4,547

Other income (expense)
Other income, net		(161	)		98			66			—			3
Interest income—intercompany		115			6			11			(132	)		—
Interest expense—intercompany		(14	)		—			(118	)		132			—
Interest expense, net		(176	)		(18	)		1			—			(193	)

		(236	)		86			(40	)		—			(190	)

Income before income and mining tax and other items		(236	)		2,071			1,021			—			2,856
Income and mining tax expense		45			(607	)		(301	)		—			(863	)
Equity income (loss) of affiliates		1,585			(16	)		220			(1,777	)		12

Income (loss) from continuing operations		1,394			1,448			940			(1,777	)		2,005
Income (loss) from discontinued operations		—			7			(143	)		—			(136	)

Net income		1,394			1,455			797			(1,777	)		1,869
Net income attributable to noncontrolling interests		—			(551	)		(7	)		83			(475	)

Net income attributable to Newmont stockholders	$	1,394		$	904		$	790		$	(1,694	)	$	1,394

Comprehensive income	$	746		$	1,411		$	462		$	(1,396	)	$	1,223
Comprehensive income attributable to noncontrolling interests		—			(551	)		(7	)		83			(475	)

Comprehensive income attributable to Newmont stockholders	$	746		$	860		$	455		$	(1,313	)	$	748

⁽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)


	Nine Months Ended September 30, 2012
Condensed Consolidating Statement of Cash Flows	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Operating activities:
Net income (loss)	$	1,136		$	1,206		$	438		$	(1,359	)	$	1,421
Adjustments		51			530			(780	)		1,359			1,160
Net change in operating assets and liabilities		163			(851	)		(351	)		—			(1,039	)

Net cash provided from (used in) continuing operations		1,350			885			(693	)		—			1,542
Net cash used in discontinued operations		—			—			(12	)		—			(12	)

Net cash provided from (used in) operations		1,350			885			(705	)		—			1,530

Investing activities:
Additions to property, plant and mine development		—			(1,621	)		(773	)		—			(2,394	)
Sale of marketable securities		—			—			209			—			209
Purchases of marketable securities		—			—			(209	)		—			(209	)
Acquisitions, net		—			—			(22	)		—			(22	)
Proceeds from sale of other assets		—			10			3			—			13
Other		—			(15	)		(33	)		—			(48	)

Net cash used in investing activities		—			(1,626	)		(825	)		—			(2,451	)

Financing activities:
Net borrowings (repayments)		1,543			(151	)		(5	)		—			1,387
Payment of conversion premium on debt		(172	)		—			—			—			(172	)
Net intercompany borrowings (repayments)		(2,220	)		633			1,587			—			—
Dividends paid to common stockholders		(521	)		—			—			—			(521	)
Dividends paid to noncontrolling interests		—			(3	)		—			—			(3	)
Proceeds from stock issuance, net		20			—			—			—			20
Other		—			—			(2	)		—			(2	)

Net cash provided from (used in) financing activities		(1,350	)		479			1,580			—			709

Effect of exchange rate changes on cash		—			(2	)		3			—			1

Net change in cash and cash equivalents		—			(264	)		53			—			(211	)
Cash and cash equivalents at beginning of period		—			1,526			234			—			1,760

Cash and cash equivalents at end of period	$	—		$	1,262		$	287		$	—		$	1,549

NEWMONT MINING CORPORATION

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

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


	Nine Months Ended September 30, 2011
Condensed Consolidating Statement of Cash Flows	Newmont Mining Corporation			Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Operating activities:
Net income (loss)	$	1,394		$	1,455		$	797		$	(1,777	)	$	1,869
Adjustments		193			542			(1,372	)		1,777			1,140
Net change in operating assets and liabilities		(5	)		(375	)		37			—			(343	)

Net cash provided from (used in) continuing operations		1,582			1,622			(538	)		—			2,666
Net cash used in discontinued operations		—			—			(4	)		—			(4	)

Net cash provided from (used in) operations		1,582			1,622			(542	)		—			2,662

Investing activities:
Additions to property, plant and mine development		—			(1,190	)		(591	)		—			(1,781	)
Sale of marketable securities		—			62			12			—			74
Purchases of marketable securities		—			—			(17	)		—			(17	)
Acquisitions, net		—			—			(2,301	)		—			(2,301	)
Proceeds from sale of other assets		—			(56	)		62			—			6
Other		—			—			(9	)		—			(9	)

Net cash used in investing activities		—			(1,184	)		(2,844	)		—			(4,028	)

Financing activities:
Net borrowings (repayments)		(7	)		(276	)		(5	)		—			(288	)
Net intercompany borrowings (repayments)		(1,289	)		(2,240	)		3,529			—			—
Dividends paid to common stockholders		(321	)		—			—			—			(321	)
Dividends paid to noncontrolling interests		—			(17	)		—			—			(17	)
Proceeds from stock issuance, net		35			—			—			—			35
Other		—			—			3			—			3

Net cash provided from (used in) financing activities		(1,582	)		(2,533	)		3,527			—			(588	)

Effect of exchange rate changes on cash		—			(3	)		36			—			33

Net change in cash and cash equivalents		—			(2,098	)		177			—			(1,921	)
Cash and cash equivalents at beginning of period		—			3,877			179			—			4,056

Cash and cash equivalents at end of period	$	—		$	1,779		$	356		$	—		$	2,135

NEWMONT MINING CORPORATION

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

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


	At September 30, 2012
Condensed Consolidating Balance Sheet	Newmont Mining Corporation		Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Assets
Cash and cash equivalents	$	—	$	1,262		$	287		$	—		$	1,549
Trade receivables		—		175			139			—			314
Accounts receivable		2,496		3,130			282			(5,438	)		470
Investments		68		—			21			—			89
Inventories		—		436			406			—			842
Stockpiles and ore on leach pads		—		580			140			—			720
Deferred income tax assets		1		250			—			—			251
Other current assets		—		185			904			—			1,089

Current assets		2,565		6,018			2,179			(5,438	)		5,324
Property, plant and mine development, net		—		8,025			9,482			(35	)		17,472
Investments		—		32			1,365			—			1,397
Investments in subsidiaries		15,849		—			3,021			(18,870	)		—
Stockpiles and ore on leach pads		—		2,053			722			—			2,775
Deferred income tax assets		798		813			48			—			1,659
Other long-term assets		3,808		630			759			(4,301	)		896

Total assets	$	23,020	$	17,571		$	17,576		$	(28,644	)	$	29,523

Liabilities
Debt	$	—	$	15		$	10		$	—		$	25
Accounts payable		3,238		1,520			1,296			(5,442	)		612
Employee-related benefits		—		224			96			—			320
Income and mining taxes		147		(95	)		35			—			87
Other current liabilities		85		384			3,017			(1,959	)		1,527

Current liabilities		3,470		2,048			4,454			(7,401	)		2,571
Debt		6,058		1			40			—			6,099
Reclamation and remediation liabilities		—		913			363			—			1,276
Deferred income tax liabilities		50		673			1,463			—			2,186
Employee-related benefits		5		359			115			—			479
Other long-term liabilities		362		52			4,317			(4,335	)		396

Total liabilities		9,945		4,046			10,752			(11,736	)		13,007

Equity
Preferred stock		—		—			61			(61	)		—
Common stock		786		—			5			(5	)		786
Additional paid-in capital		8,027		3,050			5,698			(8,468	)		8,307
Accumulated other comprehensive income		595		(199	)		1,176			(977	)		595
Retained earnings		3,667		6,981			(1,406	)		(5,575	)		3,667

Newmont stockholders’ equity		13,075		9,832			5,534			(15,086	)		13,355
Noncontrolling interests		—		3,693			1,290			(1,822	)		3,161

Total equity		13,075		13,525			6,824			(16,908	)		16,516

Total liabilities and equity	$	23,020	$	17,571		$	17,576		$	(28,644	)	$	29,523

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, 2011
Condensed Consolidating Balance Sheet	Newmont Mining Corporation		Newmont USA			Other Subsidiaries			Eliminations			Newmont Mining Corporation Consolidated
Assets
Cash and cash equivalents	$	—	$	1,526		$	234		$	—		$	1,760
Trade receivables		—		205			95			—			300
Accounts receivable		1,415		3,447			264			(4,806	)		320
Investments		72		—			22			—			94
Inventories		—		333			381			—			714
Stockpiles and ore on leach pads		—		532			139			—			671
Deferred income tax assets		134		257			5			—			396
Other current assets		—		91			1,042			—			1,133

Current assets		1,621		6,391			2,182			(4,806	)		5,388
Property, plant and mine development, net		—		6,917			8,990			(26	)		15,881
Investments		—		29			1,443			—			1,472
Investments in subsidiaries		14,675		43			2,825			(17,543	)		—
Stockpiles and ore on leach pads		—		1,641			630			—			2,271
Deferred income tax assets		708		838			59			—			1,605
Other long-term assets		3,423		641			927			(4,134	)		857

Total assets	$	20,427	$	16,500		$	17,056		$	(26,509	)	$	27,474

Liabilities
Debt	$	514	$	165		$	10		$	—		$	689
Accounts payable		2,698		1,327			1,343			(4,807	)		561
Employee-related benefits		—		222			85			—			307
Income and mining taxes		—		45			205			—			250
Other current liabilities		450		459			3,186			(1,962	)		2,133

Current liabilities		3,662		2,218			4,829			(6,769	)		3,940
Debt		3,578		1			45			—			3,624
Reclamation and remediation liabilities		—		809			360			—			1,169
Deferred income tax liabilities		—		732			1,415			—			2,147
Employee-related benefits		5		355			99			—			459
Other long-term liabilities		567		61			3,895			(4,159	)		364

Total liabilities		7,812		4,176			10,643			(10,928	)		11,703

Equity
Preferred stock		—		—			61			(61	)		—
Common stock		784		—			—			—			784
Additional paid-in capital		8,127		3,050			5,702			(8,471	)		8,408
Accumulated other comprehensive income		652		(189	)		1,168			(979	)		652
Retained earnings		3,052		6,055			(1,744	)		(4,311	)		3,052

Newmont stockholders’ equity		12,615		8,916			5,187			(13,822	)		12,896
Noncontrolling interests		—		3,408			1,226			(1,759	)		2,875

Total equity		12,615		12,324			6,413			(15,581	)		15,771

Total liabilities and equity	$	20,427	$	16,500		$	17,056		$	(26,509	)	$	27,474

NEWMONT MINING CORPORATION

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

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

NOTE 26 COMMITMENTS AND CONTINGENCIES

General

The Company follows ASC guidance in accounting for loss contingencies. Accordingly, estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Operating Segments

The Company’s operating segments are identified in Note 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described in this Note 26 relate to the Corporate and Other reportable segment. The 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 September 30, 2012 and December 31, 2011, $1,149 and $1,070, 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 $42 and $47 at September 30, 2012 and December 31, 2011, respectively, are included in Other current liabilities.

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, $189 and $170 were accrued for such obligations at September 30, 2012 and December 31, 2011, 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 110% greater or 7% lower than the amount accrued at September 30, 2012. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.

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

Newmont Mining Corporation

Conjecture Mine Site. On April 24, 2012, Federal Resources Corporation served Newmont with a third party complaint seeking contribution for reclamation costs at the Conjecture Mine site in Bonner County, Idaho. The United States Department of Justice on behalf of the EPA (“U.S.”) brought a CERCLA action against Federal Resources Corporation for costs incurred in response to alleged releases or threatened releases of hazardous substances at the Conjecture Mine, Idaho Lakeview and Minnie More Mine sites. The U.S. has expended approximately $5 in total costs for the completion of reclamation at the Conjecture Mine. Federal Resources Corporation alleges that Newmont is the successor-in-interest to Duval Corporation (“Duval”), and that Duval is a former operator of the Conjecture Mine. Newmont denies that it is a successor-in-interest to the liabilities of Duval and further Newmont has not uncovered any evidence to substantiate that Duval operated the Conjecture Mine. Federal Resources Corporation, the only party with a claim against Newmont, has agreed to voluntarily dismiss Newmont and the parties filed a joint motion for dismissal of Newmont from the lawsuit.

NEWMONT MINING CORPORATION

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

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

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

Newmont USA Limited—100% Newmont Owned

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

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 & Mineral Resources and Ministry of Environment, alleging pollution from the government-approved and permitted disposal of mill 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. Ongoing monitoring of seawater quality by an Independent Scientific Panel continues to confirm that PTNMR’s operations have not adversely affected the environment. 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 23 complaints alleging grounds to nullify the settlements entered between Yanacocha and the plaintiffs. Yanacocha has answered the complaints and the court has dismissed several of the matters and the plaintiffs have filed appeals. All appeals have been referred to the Civil Court of Cajamarca, which has confirmed the decision of the lower court judge. The plaintiffs have filed appeals of such orders before the Supreme Court. Yanacocha 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 Owned

Under the Batu Hijau Contract of Work, beginning in 2006 and continuing through 2010, a portion of PTNNT’s shares were required to be offered for sale, first, to the Indonesian government or, second, to Indonesian nationals, equal to the difference between the following percentages and the percentage of shares already owned by the Indonesian government or Indonesian nationals (if such number is positive): 23% by March 31, 2006; 30% by March 31, 2007; 37% by March 31, 2008; 44% by March 31, 2009; and 51% by March 31, 2010. As PT Pukuafu Indah (“PTPI”), an Indonesian national, owned a 20% interest in PTNNT at all relevant times, in 2006, a 3% interest was required to be offered for sale and, in each of 2007 through 2010, an additional 7% interest was required to be offered (for an aggregate 31% interest). The price at which such interests were offered for sale to the Indonesian parties was the fair market value of such interest considering PTNNT as a going concern, as agreed with the Indonesian government. Following certain disputes and an arbitration with the Indonesian government, in November and December 2009, sale agreements were concluded pursuant to which the 2006, 2007 and 2008 shares were sold to PT Multi Daerah Bersaing (“PTMDB”), the nominee of the local governments, and the 2009 shares were sold to PTMDB in February 2010, resulting in PTMDB owning a 24% interest in PTNNT.

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

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.

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

NEWMONT MINING CORPORATION

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

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

Additionally, in July 2011, WALHI brought an administrative law claim against Indonesia’s Ministry of Environment to challenge the May 2011 renewal of PTNNT’s submarine tailings permit. PTNNT and the regional government of KSB (“KSB”) filed separate applications for intervention into the proceedings, both of which were accepted by the Administrative Court. KSB intervened on the side of WALHI, and PTNNT joined on the side of the Ministry of Environment. On April 3, 2012, the Administrative Court ruled in favor of the Ministry of Environment and PTNNT, finding that the Ministry of Environment properly renewed the permit in accordance with Indonesian law and regulations. WALHI has appealed the verdict. On September 13, 2012, the High Administrative Law Court upheld the Administrative Court decision and rejected WALHI’s appeal, after which WALHI publicly announced their intent to appeal the case to the Supreme Court. PTNNT will continue to defend its submarine tailings permit and is confident that the Ministry of Environment acted properly in renewing PTNNT’s permit.

Newmont Mining Corporation claim relating to PTNNT divestiture

Indonesian citizens apparently living in the province of Nusa Tenggara Barat filed a lawsuit against Indonesia’s Ministry of Finance and other government officials (as defendants) and against PTNNT and the Company (as co-defendants). Plaintiffs claim that the purchase by the central government of the final 7% divestiture stake in PTNNT violates, or would violate, their human rights. PTNNT’s alleged liability appears supposedly to arise from being a party involved in the process of divestiture. The allegations regarding alleged liability are vague and unclear. Plaintiffs seek various relief, including an order requiring the defendants and co-defendants to transfer the final 7% stake to the regional government of Nusa Tenggara Barat and a payment of approximately $247 in damages. The Company considers that there is lack of jurisdiction, and that the claims, including those pertaining to it and PTNNT, are entirely without merit.

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 a March 2009 arbitration award pertaining to the manner in which divestiture of shares in PTNNT should proceed. 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 filed an appeal to the High Court, which was rejected by the High Court on January 4, 2012. PTPI appealed the case to the Indonesian Supreme Court. In September 2012, PTNNT and PTPI settled this lawsuit and PTPI revoked the appeal.

Subsequent to its initial claim, PTPI filed numerous additional lawsuits, three 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 been 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 NTMC’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 that included an order that NIL/NTMC transfer 31% of PTNNT shares to PTPI and pay PTPI $26 in damages and certain monetary penalties. On August 7, 2012, the appellate court overturned the decision by the South Jakarta District Court. 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. PTPI has filed an appeal. In March 2012, the District Court dismissed PTPI’s final two cases that were pending at the trial court level. PTPI has filed appeals in both of these lawsuits.

NEWMONT MINING CORPORATION

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

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

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. On September 6, 2012, PTNNT, its President Director, and PTPI entered into a settlement agreement and PTNNT revoked its appeal, and on September 17, 2012, the Court issued a deed of revocation, closing the case.

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.

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 obtained an enforcement order in Singapore courts but PTPI and its shareholders have not abided by the court order. PTPI and its shareholders’ proceedings in Singapore court to contest enforcement of the interim award were rejected by the court.

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. NIL and NVL obtained an enforcement order in Singapore courts and PTPI’s shareholders have partially complied with the order. PTPI and its shareholders have not fully complied with the court order as $10 in damages remains unpaid and the Indonesian lawsuits are continuing. NIL and NVL have also registered the final award in the Central Jakarta District Court to seek enforcement in Indonesia.

On October 22, 2012, the Company and PTPI entered into an agreement to resolve their differences under which PTPI committed to dismiss or discontinue all of its litigation within four months. If PTPI fulfills its commitment, the Company has agreed that it will dismiss or discontinue its legal proceedings against PTPI.

NWG Investments Inc. v. Fronteer Gold Inc.

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

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

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

NEWMONT MINING CORPORATION

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

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

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

Other Commitments and Contingencies

Tax contingencies are provided for in accordance with ASC income tax guidance (see Note 9).

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 2012 through 2016 and $223 thereafter.

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At September 30, 2012 and December 31, 2011, there were $1,885 and $1,354, respectively, of outstanding letters of credit, surety bonds and bank guarantees. The surety bonds, letters of credit and bank guarantees reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the market place. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. However, the Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements through existing or alternative means, as they arise.

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

ITEM 2.

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

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of each of the non-GAAP financial measures used in this MD&A, please see the discussion under “Non-GAAP Financial Performance Measures” beginning on page 62. References to “A$” refer to Australian currency, “NZ$” 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, 2011 filed February 24, 2012.

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

Our vision is to be the most valued and respected mining company through industry leading performance. We remain focused on progressing the development of our next generation of mining projects. Approximately 50% of our 2012 capital expenditures will be invested in these projects and the development of our pipeline, funded primarily from Net cash from continuing operations. Third quarter 2012 highlights compared to third quarter 2011 are included below and discussed further in Results of Consolidated Operations.

Operating highlights

•

Average realized gold price of $1,659 and $1,649 per ounce for the third quarter and first nine months of 2012, down 2% and up 8% respectively;

•

Average realized copper price of $3.55 and $3.51 per pound for the third quarter and first nine months of 2012, up 21% and down 2% respectively;

•

Consolidated Sales of $2,480 and $7,392 for the third quarter and first nine months of 2012, down 10% and 3% respectively;

•

Gold Costs applicable to sales of $693 and $664 per ounce, for the third quarter and first nine months of 2012, up 11% and 13% respectively;

•

Copper Costs applicable to sales of $2.38 and $2.23 per pound, for the third quarter and first nine months of 2012, up 116% and 91% respectively;

•

Cash flow from continuing operations of $1,542 for the first nine months of 2012, down 42% from the prior year;

•

Third quarter gold price-linked dividend payable of $0.35 per share, up 17% from the prior year quarter; and

•

Expect 2012 attributable gold production to be at the low end of the previously announced outlook range of 5.0 to 5.1 million ounces; expect to be at the high end of consolidated Costs applicable to sales outlook range of $650 to $675 per ounce; maintaining outlook for capital expenditures of $3,300 to $3,600.

Advancing our project pipeline

We manage our wider project portfolio to maintain flexibility to address the development risks associated with our projects including permitting, local community and government support, engineering and procurement availability, technical issues, escalating costs and other associated risks that could adversely impact the timing and costs of certain opportunities.

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

Akyem, Ghana. Construction activities at the Akyem project continue to progress according to plan. First production is expected in late 2013 with a three to six month ramp-up expected to commercial production. Gold production is expected to be 350,000 to 450,000 ounces per year at Costs applicable to sales of $500 to $650 per ounce for the first five years of the mine’s operating life of approximately 16 years (based on current gold reserves). Capital costs are estimated at $850 to $1,100, of which $609 have been incurred since 2009.

Conga, Peru. Due to local political and community protests, construction and development activities at the Conga project were largely suspended in November 2011. The results of the Peruvian Central Government initiated Environmental Impact Assessment (“EIA”) independent review were announced on April 20, 2012 and confirmed our initial EIA met Peruvian and International standards. The review made recommendations to provide additional water capacity and social funds, which we have largely accepted. We announced our decision to move the project forward on a “go slow, water first” approach on June 22, 2012. Spending on the project will be reduced in 2012 and 2013 from $2,900 to $850, focusing on building water reservoirs, completing the last engineering activities, and accepting delivery of the main equipment purchases. Total property, plant and mine development was $1,434 at September 30, 2012. Construction of Conga and the implementation of the independent EIA review recommendations will continue provided it can be done in a safe manner with risk-adjusted returns that justify future investment. Should the Company be unable to continue with the current development plan at Conga, the Company may reprioritize and reallocate capital to development alternatives in Nevada, Australia, Ghana and Indonesia which may result in a potential accounting impairment.

Phoenix Copper Leach, Nevada. The Board of Directors authorized full funding for the Phoenix Copper Leach project in April 2012. Copper production is expected to be approximately 20 million pounds per year for the first five years of production at Costs applicable to sales of $1.75 to $2.00 per pound. First production is expected in early 2014. Capital costs are expected to be $170 to $215, of which $67 have been incurred at September 30, 2012.

Emigrant, Nevada. Construction is complete and commercial production was achieved on August 30, 2012. Gold production is expected to be 80,000 to 90,000 ounces per year at Costs applicable to sales of $500 to $600 per ounce for the first five years. Total capital costs for the Emigrant project were $104.

Tanami Shaft, Australia. We have decided to defer further development work on the Tanami Shaft Project, as we focus on (i) improving the execution and delivery at the existing operation, and (ii) we better understand the impact of the nearer surface underground Auron discovery on the overall life-of-mine plan. We expect to reassess the restart date of the Tanami Shaft Project in 2015.

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

Merian, Suriname. Feasibility study work for the Merian project began in the third quarter of 2011 and is expected to be completed in the fourth quarter of 2012. The Company continues to negotiate a mineral agreement with the government of Suriname. The development of the Merian project allows Newmont to pursue a new district with upside potential and the opportunity to grow and extend the operating life of the South American region. First production is targeted for 2015 with initial estimated gold production (on a 100% basis) of 350,000 to 400,000 ounces per year. Refer to Item 2 in our 2011 10-K filing for further information.

Long Canyon, Nevada. We see significant exploration potential at Long Canyon and continue to develop our understanding of what we expect could be another Carlin-type trend. We anticipate completing 80 kilometers of drilling in 2012. Our intention is to bring the project into production by 2017.

Selected Financial and Operating Results


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Sales	$	2,480	$	2,744	$	7,392	$	7,593
Income from continuing operations	$	480	$	675	$	1,525	$	2,005
Net income	$	447	$	675	$	1,421	$	1,869
Net income attributable to Newmont stockholders	$	367	$	493	$	1,136	$	1,394
Per common share, basic:
Income from continuing operations attributable to Newmont stockholders	$	0.81	$	1.00	$	2.50	$	3.10
Net income attributable to Newmont stockholders	$	0.74	$	1.00	$	2.29	$	2.82
Adjusted net income ⁽¹⁾	$	426	$	635	$	1,298	$	1,593
Adjusted net income per share ⁽¹⁾	$	0.86	$	1.29	$	2.62	$	3.23
Consolidated gold ounces (thousands)
Produced ⁽²⁾		1,397		1,510		4,238		4,414
Sold ⁽³⁾		1,370		1,458		4,138		4,327
Consolidated copper pounds (millions)
Produced		55		97		172		266
Sold		58		92		162		276
Average price received, net:
Gold (per ounce)	$	1,659	$	1,695	$	1,649	$	1,526
Copper (per pound)	$	3.55	$	2.94	$	3.51	$	3.58
Consolidated costs applicable to sales:⁽⁴⁾
Gold (per ounce)	$	693	$	622	$	664	$	587
Copper (per pound)	$	2.38	$	1.10	$	2.23	$	1.17
Attributable costs applicable to sales:⁽¹⁾
Gold (per ounce)	$	716	$	628	$	689	$	593
Copper (per pound)	$	2.35	$	1.25	$	2.23	$	1.30
Operating margin:⁽¹⁾
Gold (per ounce)	$	966	$	1,073	$	985	$	939
Copper (per pound)	$	1.17	$	1.84	$	1.28	$	2.41

⁽¹⁾	See “Non-GAAP Financial Measures” on page 62.

⁽²⁾

Includes 14 and 19 attributable ounces in the third quarter of 2012 and 2011, respectively, from our interest in La Zanja and 7 and 4 attributable ounces in the third quarter of 2012 and 2011, respectively, from our interest in Duketon. Includes 40 and 49 attributable ounces in the first nine months of 2012 and 2011, respectively, from our interest in La Zanja and 16 and 12 attributable ounces in the first nine months of 2012 and 2011, respectively, from our interest in Duketon.

⁽³⁾	Excludes development ounces.

⁽⁴⁾	Excludes Amortization and Reclamation and remediation.

Consolidated Financial Results

Net income attributable to Newmont stockholders for the third quarter of 2012 was $367 ($0.74 per share) compared to $493 ($1.00 per share) for the third quarter of 2011. Net income attributable to Newmont stockholders for the first nine months of 2012 was $1,136 ($2.29 per share) compared to $1,394 ($2.82 per share) for the first nine months of 2011. Results for the third quarter of 2012 compared to the third quarter of 2011 were impacted by lower production from Batu Hijau, Tanami, and Ahafo, lower gold prices, higher production costs, restructuring and other charges and a $33 Loss from discontinued operations, partially offset by higher copper prices and higher production from Nevada and Yanacocha. Results for the first nine months of 2012 compared to the same period in 2011 were impacted by lower production from Batu Hijau, Tanami, Waihi, Kalgoorlie, Boddington and Ahafo, lower copper prices, higher production costs and restructuring and other charges, partially offset by higher gold prices and higher production from Nevada and Yanacocha.

Gold Sales decreased 8% in the third quarter of 2012 due to lower sales volume and realized prices. Gold Sales increased 3% in the first nine months of 2012 due to higher realized prices, partially offset by lower sales volume. The following analysis summarizes consolidated gold sales:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Consolidated gold sales:
Gross before provisional pricing	$	2,265		$	2,468		$	6,835		$	6,607
Provisional pricing mark-to-market		13			20			17			38

Gross after provisional pricing		2,278			2,488			6,852			6,645
Treatment and refining charges		(4	)		(17	)		(29	)		(43	)

Net	$	2,274		$	2,471		$	6,823		$	6,602

Consolidated gold ounces sold (thousands):		1,370			1,458			4,138			4,327
Average realized gold price (per ounce):
Gross before provisional pricing	$	1,653		$	1,693		$	1,652		$	1,527
Provisional pricing mark-to-market		9			14			4			9

Gross after provisional pricing		1,662			1,707			1,656			1,536
Treatment and refining charges		(3	)		(12	)		(7	)		(10	)

Net	$	1,659		$	1,695		$	1,649		$	1,526

The change in consolidated gold sales is due to:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2012 vs. 2011			2012 vs. 2011
Change in consolidated ounces sold	$	(150	)	$	(290	)
Change in average realized gold price		(60	)		497
Change in treatment and refining charges		13			14

	$	(197	)	$	221

Copper Sales decreased 25% in the third quarter of 2012 compared to the third quarter of 2011 due to lower sales volume, partially offset by higher realized prices. Copper Sales decreased 43% in the first nine months of 2012 compared to the same period in 2011 due to lower sales volume and lower realized prices. The following analysis summarizes consolidated copper sales:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Consolidated copper sales:
Gross before provisional pricing	$	205		$	363		$	584		$	1,154
Provisional pricing mark-to-market		18			(74	)		31			(102	)

Gross after provisional pricing		223			289			615			1,052
Treatment and refining charges		(17	)		(16	)		(46	)		(61	)

Net	$	206		$	273		$	569		$	991

Consolidated copper pounds sold (millions):		58			92			162			276
Average realized copper price (per pound):
Gross before provisional pricing	$	3.53		$	3.91		$	3.60		$	4.17
Provisional pricing mark-to-market		0.31			(0.80	)		0.19			(0.37	)

Gross after provisional pricing		3.84			3.11			3.79			3.80
Treatment and refining charges		(0.29	)		(0.17	)		(0.28	)		(0.22	)

Net	$	3.55		$	2.94		$	3.51		$	3.58

The change in consolidated copper sales is due to:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2012 vs. 2011			2012 vs. 2011
Change in consolidated pounds sold	$	(108	)	$	(435	)
Change in average realized copper price		42			(2	)
Change in treatment and refining charges		(1	)		15

	$	(67	)	$	(422	)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
*Gold*
North America:
Nevada	$	734	$	712	$	2,028	$	1,823
La Herradura		88		92		274		238

		822		804		2,302		2,061

South America:
Yanacocha		585		544		1,793		1,430
Asia Pacific:
Boddington		281		245		843		746
Batu Hijau		24		198		76		430
Other Australia/New Zealand		358		437		1,116		1,227

		663		880		2,035		2,403

Africa:
Ahafo		204		243		693		708

		2,274		2,471		6,823		6,602

*Copper*
Asia Pacific:
Batu Hijau		146		233		406		844
Boddington		60		40		163		147

		206		273		569		991

	$	2,480	$	2,744	$	7,392	$	7,593

Costs applicable to sales for gold increased in the third quarter and first nine months of 2012 compared to the same periods in 2011 due to higher mining, milling, labor and royalty costs and lower silver by-product credits, partially offset by lower workers’ participation costs at Yanacocha. Costs applicable to sales for copper increased in the third quarter and first nine months of 2012 compared to the same periods in 2011 due to higher mining and milling costs at Boddington and higher waste mining at Batu Hijau, partially offset by a build-up of stockpiles at Batu Hijau. For a complete discussion regarding variations in operations, see Results of Consolidated Operations below.

Amortization in the third quarter of 2012 was similar to the same period of 2011. Amortization for gold decreased $17 in the first nine months of 2012 compared to the first nine months of 2011 due to a build-up of stockpiles at Batu Hijau and longer facility lives at Nevada due to an increase in reserves at December 31, 2011. We continue to expect Amortization to be $1,050 to $1,080 in 2012.

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


	Costs Applicable to Sales				Amortization				Costs Applicable to Sales				Amortization
	Three Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011		2012		2011		2012		2011
*Gold*
North America:
Nevada	$	292	$	267	$	61	$	69	$	817	$	763	$	161	$	197
La Herradura		31		31		5		6		96		76		16		15

		323		298		66		75		913		839		177		212
South America:
Yanacocha		185		194		83		67		523		537		195		186
Asia Pacific:
Boddington		155		112		37		28		449		329		118		87
Batu Hijau		17		58		2		14		47		122		8		28
Other Australia/New Zealand		201		174		34		36		573		498		103		102

		373		344		73		78		1,069		949		229		217
Africa:
Ahafo		69		71		18		19		241		216		58		61

		950		907		240		239		2,746		2,541		659		676
*Copper*
Asia Pacific:
Batu Hijau		99		73		21		16		254		241		51		54
Boddington		39		28		7		6		107		83		25		20

		138		101		28		22		361		324		76		74
*Other*
Asia Pacific		—		—		—		1		—		—		3		2
Corporate and other		—		—		4		8		—		—		13		24

		—		—		4		9		—		—		16		26

	$	1,088	$	1,008	$	272	$	270	$	3,107	$	2,865	$	751	$	776

Exploration expense increased $11 and $54 in the third quarter and first nine months of 2012, respectively, compared to the same periods of 2011 due to additional expenditures in South America, Asia Pacific and Africa, partially offset by lower expenditures at Hope Bay in North America. We now expect Exploration expense of $370 to $400 in 2012.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
North America
Nevada	$	14	$	5	$	33	$	15
La Herradura		1		—		1		—
Other North America		—		36		—		115
South America
Yanacocha		3		4		16		13
Conga		9		9		45		15
Other South America		5		3		31		4
Asia Pacific
Boddington		2		1		5		2
Batu Hijau		2		2		12		2
Other Australia/New Zealand		1		1		8		4
Africa
Ahafo		4		1		10		3
Akyem		4		2		8		3
Other Africa		1		—		2		—
Corporate and Other
Technical and project services		21		24		74		62
Corporate		7		5		13		9

	$	74	$	93	$	258	$	247

Advanced projects, research and development expense decreased $19 for the third quarter of 2012 compared to the third quarter of 2011 due to placing Hope Bay on care and maintenance. Advanced projects, research and development expense increased $11 for the first nine months of 2012 compared to the same period of 2011 due to a primary focus on Merian in South America, Long Canyon in Nevada, Chaquicocha underground at Yanacocha, Elang in Indonesia and Ahafo mill expansion in Africa, partially offset by placing Hope Bay on care and maintenance. We now expect Advanced projects, research and development expenses of $410 to $440 in 2012

General and administrative expense increased by $1 and $17 for the third quarter and first nine months of 2012, respectively, compared to the same periods of 2011 due to higher labor costs. We continue to expect General and administrative expenses of $200 to $220 in 2012.

Other expense, net increased by $95 in the third quarter of 2012 compared to the third quarter of 2011 mainly due to restructuring charges and Hope Bay care and maintenance costs. Other expense, net increased by $181 in the first nine months of 2012 compared to the first nine months of 2011 due to Hope Bay care and maintenance, restructuring charges and higher regional administration and community development expenses, partially offset by the Indonesian value added tax settlement in 2011 and Fronteer acquisition costs in 2011. At Hope Bay, we expect to spend an additional $25 in the fourth quarter of 2012 for care and maintenance, and approximately $25 per year thereafter.

Other income, net increased by $128 in the third quarter of 2012 compared to the third quarter of 2011 due to lower impairments of marketable securities, partially offset by lower foreign currency exchange gains. Other income, net increased by $118 in the first nine months of 2012 compared to the first nine months of 2011 due to lower impairments of marketable securities, higher income from developing projects, and a reduction of allowance for loan receivable, partially offset by lower gains on sale of investments and lower foreign currency exchange gains.

Interest expense, net increased by $2 in the third quarter of 2012 compared to 2011 due to the issuance of the 2022 and 2042 Senior Notes during the first quarter, partially offset by the repayment of the 2012 Convertible Senior Notes. Interest expense, net decreased $3 for the first nine months of 2012 compared to 2011 due to higher capitalized interest and the repayment of the 2012 Convertible Senior Notes, partially offset by the issuance of the 2022 and 2042 Senior Notes. Capitalized interest increased by $14 and $46 in the third quarter and first nine months of 2012, respectively, compared to the same periods in 2011 due to higher development project expenditures. We continue to expect Interest expense, net of $240 to $260 in 2012.

Income and mining tax expense during the third quarter of 2012 was $228, resulting in an effective tax rate of 32%. Estimated income and mining tax expense during the third quarter of 2011 was $371 for an effective tax rate of 36%. The lower effective tax rate in the third quarter of 2012 is a result of the following: (i) composition of the income earned in 2012 is more heavily weighted to those jurisdictions for which the Company claims percentage depletion, (ii) lower pretax book income in the current year is resulting in a larger favorable tax rate impact from the benefit of percentage depletion, and (iii) a small decrease in the valuation allowance recorded during the current quarter on the Company’s Canadian deferred tax assets generated in 2012 due to care and maintenance expenditures at Hope Bay compared to the prior quarter valuation allowance resulting from the impairment of certain marketable equity securities.

The effective tax rates are different from the United States statutory rate of 35% primarily due to the above mentioned valuation allowance, the increase in Nevada and Peru mining taxes, and U.S. percentage depletion. For a complete discussion of the factors that influence our effective tax rate, see Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations in Newmont’s Annual Report on Form 10-K for the year ended December 31, 2011 filed February 24, 2012.

We expect the 2012 consolidated tax rate to be approximately 31% to 33%, assuming an average realized gold price of $1,650 per ounce in the fourth quarter.

Net income attributable to noncontrolling interests decreased to $80 in the third quarter of 2012 compared to $182 in the third quarter of 2011 as a result of decreased earnings at Batu Hijau and Yanacocha. Net income attributable to noncontrolling interests decreased to $285 in the first nine months of 2012 compared to $475 in the first nine months of 2011 as a result of decreased earnings at Batu Hijau.

Loss from discontinued operations includes an additional charge for the Holt property royalty. During the current three and nine months of 2012, the Company recorded an additional $33 and $104 charge, net of tax benefits of $2 and $6, respectively, to reflect future expected production at the Holt property due to new reserve and resource estimates published by St. Andrew Goldfields Ltd. and a higher gold price. Due to the nature of the sliding scale royalty calculation, changes in expected production and the gold price have a significant impact on the fair value of the liability.

Results of Consolidated Operations


	Gold or Copper Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Three Months Ended September 30,
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)
North America		508		480	$	655	$	633	$	134	$	158
South America		354		328		520		610		233		211
Asia Pacific		404		556		937		652		183		146
Africa		131		146		561		501		146		140

Total/Weighted-Average		1,397		1,510	$	693	$	622	$	178	$	164

Attributable to Newmont⁽²⁾⁽³⁾		1,237		1,306	$	716	$	628

Net Attributable to Newmont⁽³⁾					$	679	$	556


Copper	(pounds in millions)				($ per pound)				($ per pound)
Asia Pacific		55		97	$	2.38	$	1.10	$	0.47	$	0.24

Attributable to Newmont		35		56	$	2.35	$	1.25


	Gold or Copper Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Nine Months Ended September 30,
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)
North America		1,434		1,372	$	652	$	624	$	126	$	157
South America		1,110		958		481		578		179		200
Asia Pacific		1,256		1,606		870		597		189		136
Africa		438		478		571		465		137		133

Total/Weighted-Average		4,238		4,414	$	664	$	587	$	163	$	156

Attributable to Newmont⁽³⁾⁽⁴⁾		3,726		3,867	$	689	$	593

Net Attributable to Newmont⁽³⁾					$	652	$	497


Copper	(pounds in millions)				($ per pound)				($ per pound)
Asia Pacific		172		266	$	2.23	$	1.17	$	0.47	$	0.27

Attributable to Newmont		108		152	$	2.23	$	1.30

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

⁽²⁾	Includes 14 and 19 attributable ounces in 2012 and 2011, respectively, from our interest in La Zanja and 7 and 4 attributable ounces in 2012 and 2011, respectively, from our interest in Duketon.

⁽³⁾	Attributable and Net Attributable Costs applicable to sales are non-GAAP financial measures. See page 62 for a reconciliation.

⁽⁴⁾	Includes 40 and 49 attributable ounces in 2012 and 2011, respectively, from our interest in La Zanja and 16 and 12 attributable ounces in 2012 and 2011, respectively, from our interest in Duketon.

Third quarter 2012 compared to 2011

Consolidated gold production decreased 7% due to processing lower grade stockpiles at Batu Hijau, lower throughput at Tanami and Waihi and lower grade at Ahafo, partially offset by higher grade and recovery and higher leach placement at Nevada and higher mill recovery at Yanacocha. Consolidated copper production decreased 43% due to processing lower grade stockpiles at Batu Hijau, partially offset by higher mill grade at Boddington.

Costs applicable to sales per consolidated gold ounce sold increased 11% due to lower production and higher mining, milling, labor and royalty costs. Costs applicable to sales per consolidated copper pound sold increased 116% due to lower production at Batu Hijau.

Amortization increased 9% per consolidated gold ounce sold and 96% per consolidated copper pound sold due to lower production.

First nine months 2012 compared to 2011

Consolidated gold production decreased 4% due to processing lower grade stockpiles at Batu Hijau, lower throughput at Waihi and Tanami and lower grade at Ahafo, partially offset by higher throughput, grade and recovery and higher leach placement at Nevada, higher throughput, grade and recovery at Yanacocha and higher leach placement at La Herradura. Consolidated copper production decreased 35% due to processing lower grade stockpiles at Batu Hijau, partially offset by higher throughput at Boddington.

Costs applicable to sales per consolidated gold ounce sold increased 13% due to lower production from Batu Hijau and Other Australia/New Zealand, higher mining, milling, labor and royalty costs, lower by-product credits and higher fuel costs, partially offset by higher production at Nevada and Yanacocha. Costs applicable to sales per consolidated copper pound sold increased 91% due to lower production at Batu Hijau.

Amortization per consolidated gold ounce sold increased 4% due to lower production. Amortization increased 74% per consolidated copper pound sold due to higher costs at Boddington and Batu Hijau and lower production.

We continue to expect attributable gold production of 5.0 to 5.1 million ounces at revised consolidated Costs applicable to sales per ounce of $650 to $675. We continue to expect copper production of 145 to 165 million pounds attributable to Newmont at revised consolidated Costs applicable to sales per pound of $2.20 to $2.35 in 2012.

North America Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Three Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Nevada		457		426	$	661	$	641	$	138	$	166
La Herradura⁽²⁾		51		54		608		575		98		95

Total/Weighted-Average		508		480	$	655	$	633	$	134	$	158

Attributable to Newmont		508		480	$	655	$	633


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Nine Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Nevada		1,270		1,216	$	661	$	640	$	130	$	165
La Herradura⁽²⁾		164		156		585		498		98		95

Total/Weighted-Average		1,434		1,372	$	652	$	624	$	126	$	157

Attributable to Newmont		1,434		1,372	$	652	$	624

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

⁽²⁾	Our proportionate 44% share.

Third quarter 2012 compared to 2011

Nevada, USA. Gold production increased 7% due to higher mill grade at the Carlin Roaster, higher recovery at Mill 5 and 28% higher leach placement as Emigrant commenced production, partially offset by lower grade at Phoenix. Costs applicable to sales per ounce increased 3% due to higher fuel prices, higher underground mining costs and lower capitalization of development costs, partially offset by higher by-product credits. Amortization per ounce decreased 17% due to higher production and longer facility lives due to an increase in reserves at December 31, 2011.

La Herradura, Mexico. Gold production decreased 6% due to smelter adjustments in the current quarter, partially offset by additional leach placement. Leach placement was 45% higher due to additional tons mined at Noche Buena. Costs applicable to sales per ounce increased 6% due to higher waste mining and employee profit sharing costs.

First nine months 2012 compared to 2011

Nevada, USA. Gold production increased 4% due to higher mill throughput, grade and recovery and 64% higher leach placment, partially offset by lower grade at Midas and Phoenix. Costs applicable to sales per ounce increased 3% due to higher underground mining costs, higher royalties and lower by-product credits. Amortization per ounce decreased 21% due to higher production and longer facility lives due to an increase in reserves at December 31, 2011.

La Herradura, Mexico. Gold production increased 5% due to 40% higher leach placement as Noche Buena commenced production. Costs applicable to sales per ounce increased 17% due to higher waste mining, fuel and employee profit sharing costs.

We continue to expect gold production in North America of 1.9 to 2.0 million ounces at revised Costs applicable to sales per ounce of $615 to $645 in 2012.

South America Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Three Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Yanacocha		354		328	$	520	$	610	$	233	$	211

Attributable to Newmont:
Yanacocha (51.35%)		182		169	$	536	$	631
La Zanja (46.94%)		14		19		N/A		N/A

		196		188	$	536	$	631


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Nine Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Yanacocha		1,110		958	$	481	$	578	$	179	$	200

Attributable to Newmont:
Yanacocha (51.35%)		570		492	$	502	$	597
La Zanja (46.94%)		40		49		N/A		N/A

		610		541	$	502	$	597

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

Third quarter 2012 compared to 2011

Yanacocha, Peru. Gold production increased 8% due to higher mill and leach pad recovery, partially offset by lower leach placement at Yanacocha, Carachugo and La Quinua. Costs applicable to sales per ounce decreased 15% due to higher production and lower mining costs, partially offset by higher royalties and lower by-product credits. Amortization per ounce increased 10% due to a drawdown of leach pad inventory.

First nine months 2012 compared to 2011

Yanacocha, Peru. Gold production increased 16% due to higher mill grade and recovery, partially offset by lower leach placement at Yanacocha, Carachugo and La Quinua. Costs applicable to sales per ounce decreased 17% due to higher production and lower mining costs, partially offset by higher workers’ participation costs and royalties and lower by-product credits. Amortization per ounce decreased 11% due to higher production.

We narrowed our attributable gold production outlook in South America to 730,000 to 750,000 ounces at revised consolidated Costs applicable to sales per ounce of $485 to $515 in 2012.

Asia Pacific Operations


	Gold or Copper Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Three Months Ended September 30,
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)
Boddington		166		164	$	928	$	743	$	222	$	182
Batu Hijau		16		133		1,115		476		223		108
Other Australia/New Zealand		222		259		931		684		157		144

Total/Weighted-Average		404		556	$	937	$	652	$	183	$	146

Attributable to Newmont⁽²⁾		402		492	$	933	$	676


Copper	(pounds in millions)				($ per pound)				($ per pound)
Boddington		16		15	$	2.29	$	2.25	$	0.41	$	0.47
Batu Hijau		39		82		2.38		0.90		0.48		0.20

Total/Weighted-Average		55		97	$	2.38	$	1.10	$	0.47	$	0.24

Attributable to Newmont		35		56	$	2.35	$	1.25


	Gold or Copper Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Nine Months Ended September 30,
Gold	(ounces in thousands)				($ per ounce)				($ per ounce)
Boddington		508		528	$	886	$	657	$	233	$	173
Batu Hijau		54		276		985		423		193		95
Other Australia/New Zealand		694		802		850		623		153		128

Total/Weighted-Average		1,256		1,606	$	870	$	597	$	189	$	136

Attributable to Newmont⁽²⁾		1,244		1,476	$	868	$	616


Copper	(pounds in millions)				($ per pound)				($ per pound)
Boddington		48		43	$	2.33	$	2.12	$	0.54	$	0.51
Batu Hijau		124		223		2.19		1.01		0.42		0.23

Total/Weighted-Average		172		266	$	2.23	$	1.17	$	0.47	$	0.27

Attributable to Newmont		108		152	$	2.23	$	1.30

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

⁽²⁾	Includes 7 and 4 attributable ounces in the third quarter 2012 and 2011, respectively, and 16 and 12 attributable ounces in the first nine months of 2012 and 2011, respectively, from our interest in Duketon.

Third quarter 2012 compared to 2011

Boddington, Australia. Gold and copper production increased 1% and 7%, respectively, due to higher mill grade. Gold Costs applicable to sales increased 25% per ounce due to higher mill maintenance costs. Copper Costs applicable to sales increased 2% per pound due to higher mill maintenance costs, partially offset by higher copper production. Costs applicable to sales per ounce and per pound were also impacted by a stronger Australian dollar, net of hedging gains. Amortization increased 22% per ounce due to higher capitalized costs. Amortization decreased 13% per pound due to higher copper production.

Batu Hijau, Indonesia. Gold and copper production decreased 88% and 52%, respectively, due to processing lower grade stockpile ore. Waste tons mined increased 57% as Phase 6 waste removal continues as planned. Costs applicable to sales increased 134% per ounce and 164% per pound due to lower production and higher waste mining costs. Amortization increased 107% per ounce and 140% per pound due to lower production.

Other Australia/New Zealand. Gold production decreased 14% due to lower underground mining rates at Tanami, a delay in open pit mining at Waihi and lower grade at Jundee and Kalgoorlie, partially offset by higher throughput at Jundee and higher grade at Tanami. Costs applicable to sales per ounce increased 36% due to lower production, higher operating costs and a stronger Australian dollar, net of hedging gains. Amortization per ounce increased 9% due to lower production.

First nine months 2012 compared to 2011

Boddington, Australia. Gold production decreased 4% due to lower mill grade and recovery, partially offset by higher mill throughput. Copper production increased 12% due to higher mill throughput, partially offset by lower recovery. Costs applicable to sales increased 35% per ounce due to lower gold production, higher milling costs and a stronger Australian dollar, net of hedging gains. Costs applicable to sales increased 10% per pound due higher milling costs and a stronger Australian dollar, net of hedging gains, partially offset by higher copper production. Amortization increased 35% per ounce due to lower gold production and lower ore mined. Amortization increased 6% per pound due to stockpile inventory changes, partially offset by higher production.

Batu Hijau, Indonesia. Gold and copper production decreased 80% and 44%, respectively, due to processing lower grade stockpile ore. Waste tons mined increased 32% as Phase 6 waste removal continues as planned. We expect to reach Phase 6 ore in the last half of 2013. Costs applicable to sales increased 133% per ounce and 117% per pound due to lower production and higher waste mining costs, partially offset by a build-up in stockpile inventory. Amortization increased 103% per ounce and 83% per pound due to lower production.

Other Australia/New Zealand. Gold production decreased 13% due to lower underground mining rates at Tanami, a delay in open pit mining at Waihi, lower throughput and grade at Kalgoorlie and lower grade at Jundee, partially offset by higher grade at Tanami and higher throughput at Jundee. Costs applicable to sales per ounce increased 36% due to lower production, higher mining costs and a stronger Australian dollar, net of hedging gains. Amortization per ounce increased 20% due to lower production.

We continue to expect attributable gold production for Asia Pacific to be 1.7 to 1.8 million ounces at revised Costs applicable to sales per ounce of $870 to $900. We continue to expect our attributable copper production to be 145 to 165 million pounds at revised consolidated Costs applicable to sales per pound of $2.20 to $2.35 in 2012.

Africa Operations


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Three Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Ahafo		131		146	$	561	$	501	$	146	$	140

Attributable to Newmont		131		146	$	561	$	501


	Gold Ounces Produced				Costs Applicable to Sales⁽¹⁾				Amortization
	2012		2011		2012		2011		2012		2011
Nine Months Ended September 30,	(in thousands)				($ per ounce)				($ per ounce)
Ahafo		438		478	$	571	$	465	$	137	$	133

Attributable to Newmont		438		478	$	571	$	465

⁽¹⁾	Excludes Amortization and Reclamation and remediation.

Third quarter 2012 compared to 2011

Ahafo, Ghana. Gold production decreased 10% due to lower ore grade, partially offset by higher throughput and a drawdown of in-process inventory. Costs applicable to sales per ounce increased 12% due to lower production and higher labor costs, partially offset by lower power and mill maintenance costs.

First nine months 2012 compared to 2011

Ahafo, Ghana. Gold production decreased 8% due to lower mill throughput and grade. Costs applicable to sales per ounce increased 23% due to lower production and higher mining, milling and labor costs.

We continue to expect gold production in Africa to be 555,000 to 570,000 ounces at revised Costs applicable to sales per ounce of $560 and $590 in 2012.

Foreign Currency Exchange Rates

Our foreign operations sell their gold and copper production based on U.S. dollar metal prices. Approximately 47% and 45% of our Costs applicable to sales were paid in local currencies during the third quarter of 2012 and 2011, respectively. Approximately 45% and 43% of our Costs applicable to sales were paid in local currencies during the first nine months of 2012 and 2011, respectively. Variations in the local currency exchange rates in relation to the U.S. dollar at our foreign mining operations did not have a significant impact on our Costs applicable to sales per ounce, net of hedging gains, during the third quarter and first nine months of 2012 compared to the same periods in 2011.

Liquidity and Capital Resources

Cash Provided from Operating Activities

Net cash provided from continuing operations was $1,542 in the first nine months of 2012, a decrease of $1,124 from the first nine months of 2011, primarily due to lower production at Batu Hijau and a net increase in operating assets and liabilities. The increase in net operating assets and liabilities of $696 in the first nine months of 2012 compared to the first nine months of 2011 is due to changes in stockpiles and accrued taxes and the collection of 2010 Batu Hijau copper and gold concentrate sale in early 2011 as discussed above in Consolidated Financial Results.

Investing Activities

Net cash used in investing activities decreased to $2,451 during the first nine months of 2012 compared to $4,028 during the same period of 2011, due largely to the acquisition of Fronteer in 2011 of $2,257. Additions to property, plant and mine development were as follows:


	Nine Months Ended September 30,
	2012		2011
North America:
Nevada	$	520	$	380
La Herradura		41		55
Other North America		9		74

		570		509

South America:
Yanacocha		392		244
Conga		467		448

		859		692

Asia Pacific:
Boddington		77		122
Batu Hijau		98		149
Other Australia/New Zealand		214		212
Other Asia Pacific		12		8

		401		491

Africa:
Ahafo		176		71
Akyem		305		127

		481		198
Corporate and Other		76		23

Accrual basis		2,387		1,913
Decrease (increase) in accrued capital expenditures		7		(132	)

Cash basis	$	2,394	$	1,781

Capital expenditures in North America during the first nine months of 2012 were primarily related to the construction of the Phoenix Secondary Crusher, the development of the Emigrant mine and the Phoenix copper leach project, surface and underground mine development, the Noche Buena mine in Mexico and other equipment purchases, infrastructure improvements and a strategic land purchase in Nevada. Capital expenditures in South America were primarily related to the Conga and Merian projects and Yanacocha leach pad development, surface mine development and equipment purchases. The majority of capital expenditures in Asia Pacific were for surface and underground development, mining equipment and infrastructure improvements. Capital expenditures in Africa were primarily related to Akyem development and the Subika expansion and mill expansion projects at Ahafo. We continue to expect 2012 consolidated capital expenditures to be $3,300 to $3,600 ($2,700 to $3,000 attributable to Newmont).

Capital expenditures in North America during the first nine months 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.

Proceeds from sale of marketable securities. During the first nine months of 2012 we received $209 from the sale of corporate debt securities. During the first nine months of 2011, we received $74 from the sale of our investments in New Gold, Inc. and other marketable securities.

Purchases of marketable securities. During the first nine months of 2012 we purchased corporate debt securities of $209. During the first nine months of 2011, we purchased marketable equity securities of $17.

Acquisitions, net. During the first nine months of 2012 and 2011, we paid $22 in contingent payments in accordance with the 2009 Boddington acquisition agreement.

On April 6, 2011, Newmont acquired all of the outstanding common shares of Fronteer Gold Inc. (“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 $22 during first nine months of 2011, which were recorded in Other Expense, net.

Proceeds from sale of other assets. During the first nine months of 2012, we received $13 from the sale of land and other assets. During the first nine months of 2011 we received $6 primarily from the sale of other assets.

Financing Activities

Net cash provided from (used in) financing activities was $709 and $(588) during the first nine months of 2012 and 2011, respectively.

Proceeds from and repayment of debt. During the first nine months of 2012, we received net proceeds from debt of $3,343, including $1,246 under our Revolving Credit Facility, $1,479 from the issuance of Senior Notes due in 2022 and $983 from the issuance of Senior Notes due in 2042. Proceeds from the issuance of debt were partially offset by the settlement of forward starting interest rate swaps of $362, repayment of $1,285 under our Revolving Credit Facility, $517 for repayment of the 2012 Convertible Senior Notes and $150 related to exercising the early purchase option and related 2012 quarterly payments for the refractory ore treatment plant in Nevada (classified as a capital lease).

At September 30, 2012, $558 of the $3,000 revolving credit facility was used to secure the issuance of letters of credit, primarily supporting reclamation obligations (see “Off-Balance Sheet Arrangements” below). During the first nine months of 2011, we borrowed $1,826 under our Revolving Credit Facility and paid debt issuance costs of $28. We repaid $2,086 of debt, including repayment of $1,826 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 and $7 on other credit facilities and capital leases.

Scheduled minimum debt repayments are $20 for the remainder of 2012, $10 in 2013, $539 in 2014, $10 in 2015, $10 in 2016 and $5,535 thereafter. We expect to be able to fund debt maturities and capital expenditures from Net cash provided by operating activities, short-term investments, existing cash balances and available credit facilities.

At September 30, 2012 and 2011, we were in compliance with all required debt covenants and other restrictions related to debt agreements.

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

Dividends paid to common stockholders. We declared regular quarterly dividends totaling $1.05 and $0.65 per common share for the nine months ended September 30, 2012 and 2011, respectively. Additionally, Newmont Mining Corporation of Canada Limited, a subsidiary of the Company, declared regular quarterly dividends on its exchangeable shares totaling C$1.0532 per share through September 30, 2012 and C$0.6245 through September 30, 2011. We paid dividends of $521 and $321 to common stockholders in the first nine months of 2012 and 2011, respectively.

Dividends paid to noncontrolling interests. We paid dividends of $3 and $17 to noncontrolling interests during the first nine months of 2012 and 2011, respectively. The payments in 2011 included $15 of Indonesian withholding taxes related to dividends paid to noncontrolling interests in December 2010.

Proceeds from stock issuance. We received proceeds of $20 and $35 during the first nine months of 2012 and 2011, respectively, from the issuance of common stock, primarily related to employee stock sales and option exercises.

Discontinued Operations

Net operating cash used in discontinued operations was $12 and $4 in the first nine months of 2012 and 2011, respectively, related to payments on the Holt property royalty.

Off-Balance Sheet Arrangements

We have the following off-balance sheet arrangements: operating leases (as discussed in Note 29 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 24, 2012) and $1,885 of outstanding letters of credit, surety bonds and bank guarantees (see Note 26 to the Condensed Consolidated Financial Statements).

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


	2012		2013		2014		2015		2016		Thereafter
Batu Hijau		103		366		506		—		—		—
Boddington		72		226		193		154		154		253
Nevada		75		—		—		—		—		—

		250		592		699		154		154		253

Other Liquidity Matters

At September 30, 2012, the Company had $1,549 in cash and cash equivalents, of which $1,263 was held in foreign subsidiaries and is primarily held in U.S. dollar denominated accounts with the remainder in foreign currencies readily convertible to U.S. dollars. At September 30, 2012, $460 of the consolidated cash and cash equivalents was attributable to noncontrolling interests primarily related to our Indonesian and Peruvian operations which is being held to fund those operations and development projects. At September 30, 2012, $280 in consolidated cash and cash equivalents ($186 attributable to Newmont) was held at certain foreign subsidiaries that, if repatriated may be subject to withholding taxes, which would generate foreign tax credits in the U.S. As a result, we expect that there would be minimal U.S. tax liability upon repatriation of these amounts after considering available foreign tax credits. All other amounts represent earnings that are taxed in the U.S. on a current basis due to being held in U.S. subsidiaries or non-U.S. subsidiaries that are flow-through entities for U.S. tax purposes.

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

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. At September 30, 2012 and December 31, 2011, $1,149 and $1,070, 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, $189 and $170 were accrued for such obligations at September 30, 2012 and December 31, 2011, respectively. We spent $32 and $6 during the first nine months of 2012 and 2011, respectively, for environmental obligations related to the former, primarily historic, mining activities and have classified $20 as a current liability at September 30, 2012.

During the first nine months of 2012 and 2011, capital expenditures were approximately $132 and $110, respectively, to comply with environmental regulations. Ongoing costs to comply with environmental regulations have not been a significant component of operating costs.

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

Accounting Developments

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

Non-GAAP Financial Measures

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

Adjusted net income

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 September 30,				Nine Months Ended September 30,
		2012		2011		2012		2011
Net income attributable to Newmont stockholders	$	367	$	493	$	1,136	$	1,394
Loss from discontinued operations		33		—		104		136
Impairments/asset sales, net		6		142		30		110
Restructuring and other		20		—		20		—
Boddington contingent consideration		—		—		8		—
Fronteer acquisition costs		—		—		—		18
Income tax benefit from internal restructuring		—		—		—		(65	)

Adjusted net income	$	426	$	635	$	1,298	$	1,593

Adjusted net income per share, basic	$	0.86	$	1.29	$	2.62	$	3.23
Adjusted net income per share, diluted	$	0.85	$	1.26	$	2.60	$	3.17

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 September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Costs applicable to sales:
Consolidated per financial statements⁽¹⁾	$	950		$	907		$	2,746		$	2,541
Noncontrolling interests⁽²⁾		(99	)		(128	)		(278	)		(333	)

Attributable to Newmont	$	851		$	779		$	2,468		$	2,208

Gold sold (thousand ounces):
Consolidated		1,370			1,458			4,138			4,327
Noncontrolling interests⁽²⁾		(181	)		(218	)		(554	)		(601	)

Attributable to Newmont		1,189			1,240			3,584			3,726

Costs applicable to sales per ounce:
Consolidated	$	693		$	622		$	664		$	587
Attributable to Newmont	$	716		$	628		$	689		$	593

⁽¹⁾	Includes by-product credits of $57 and $165 in the third quarter and first nine months of 2012, respectively and $70 and $237 in the third quarter and first nine months of 2011, respectively.

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

Costs applicable to sales per pound


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Costs applicable to sales:
Consolidated per financial statements⁽¹⁾	$	138		$	101		$	361		$	324
Noncontrolling interests⁽²⁾		(51	)		(37	)		(131	)		(124	)

Attributable to Newmont	$	87		$	64		$	230		$	200

Copper sold (million pounds):
Consolidated		58			92			162			276
Noncontrolling interests⁽²⁾		(21	)		(41	)		(59	)		(122	)

Attributable to Newmont		37			51			103			154

Costs applicable to sales per pound:
Consolidated	$	2.38		$	1.10		$	2.23		$	1.17
Attributable to Newmont	$	2.35		$	1.25		$	2.23		$	1.30

⁽¹⁾	Includes by-product credits of $3 and $8 in the third quarter and first nine months of 2012, respectively and $7 and $23 in the third quarter and first nine months of 2011, respectively.

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

Net attributable costs applicable to sales per ounce


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Attributable costs applicable to sales:
Gold	$	851		$	779		$	2,468		$	2,208
Copper		87			64			230			200

		938			843			2,698			2,408

Copper revenue:
Consolidated		(206	)		(273	)		(569	)		(991	)
Noncontrolling interests⁽¹⁾		75			119			209			434

		(131	)		(154	)		(360	)		(557	)

Net attributable costs applicable to sales	$	807		$	689		$	2,338		$	1,851


Attributable gold ounces sold (thousands)		1,189			1,240			3,584			3,726
Net attributable costs applicable to sales per ounce	$	679		$	556		$	652		$	497

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

Operating margin per ounce/pound

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


	Gold
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011

Average realized price per ounce	$	1,659		$	1,695		$	1,649		$	1,526
Costs applicable to sales per ounce		(693	)		(622	)		(664	)		(587	)

	$	966		$	1,073		$	985		$	939


	Copper
	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011

Average realized price per pound	$	3.55		$	2.94		$	3.51		$	3.58
Costs applicable to sales per pound		(2.38	)		(1.10	)		(2.23	)		(1.17	)

	$	1.17		$	1.84		$	1.28		$	2.41

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, 2011, 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 breaches, including financial covenants, insolvency or bankruptcy. We further mitigate market liquidity risk by spreading out the maturity of our derivatives over time.

Cash Flow Hedges

We utilize foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in exchange rates. We hedge a portion of our A$ and NZ$ denominated operating expenditures which results in a blended rate realized each period. The hedging instruments are fixed forward contracts with expiration dates ranging up to five years from the date of issue. The principal hedging objective is reduction in the volatility of realized period-on-period $/A$ and $/NZ$ rates, respectively. We 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 and the Tanami mine shaft in Australia. The hedging instruments are fixed forward contracts with expiration dates ranging up to three 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. 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 September 30, 2012:


	Expected Maturity Date
	2012			2013			2014			2015			2016			2017			Total Average
A$ Operating Fixed Forward Contracts:
A$ notional (millions)		332			1,130			833			534			298			62			3,189
Average rate ($/A$)		0.93			0.93			0.91			0.89			0.90			0.90			0.92
Expected hedge ratio		84	%		73	%		53	%		35	%		19	%		5	%
A$ Capital Fixed Forward Contracts:
A$ notional (millions)		12			14			59			—			—			—			85
Average rate ($/A$)		0.99			0.98			0.96			—			—			—			0.97
Expected hedge ratio		49	%		87	%		91	%		—			—			—
NZ$ Operating Fixed Forward Contracts:
NZ$ notional (millions)		22			50			16			—			—			—			88
Average rate ($/NZ$)		0.78			0.78			0.78			—			—			—			0.78
Expected hedge ratio		67	%		41	%		18	%		—			—			—

The fair value of the A$ foreign currency operating derivative contracts was a net asset position of $249 and $223 at September 30, 2012 and December 31, 2011, respectively. The fair value of the NZ$ foreign currency derivative contracts was a net asset position of $3 and $1 at September 30, 2012 and December 31, 2011, respectively. The fair value of the A$ capital foreign currency contracts was a net asset position and net liability position of $4 and $1 at September 30, 2012 and December 31, 2011, respectively.

Diesel Price Risk

We had the following diesel derivative contracts outstanding at September 30, 2012:


	Expected Maturity Date
	2012			2013			2014			2015			Total Average
Diesel Fixed Forward Contracts:
Diesel gallons (millions)		8			24			11			2			45
Average rate ($/gallon)		2.94			2.93			2.89			2.85			2.92
Expected hedge ratio		69	%		54	%		27	%		8	%

The fair value of the diesel derivative contracts was a net asset position of $5 and $1 at September 30, 2012 and December 31, 2011, respectively.

Forward Starting Swaps

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

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.

ITEM 4.

CONTROLS AND PROCEDURES.

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

Changes in Internal Controls

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

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

There were no material changes to the risk factors disclosed in Item 1A of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012.

ITEM 2.

ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

(b)

(c)

(d)

Period

Total
Number of
Shares
Purchased

Average
Price
Paid Per
Share

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

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

July 1, 2012 through July 31, 2012

—

N/A

August 1, 2012 through August 31, 2012

—

N/A

September 1, 2012 through September 30, 2012

—

N/A

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES

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

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

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

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

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

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

SIGNATURES

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


		NEWMONT MINING CORPORATION (Registrant)

Date: November 1, 2012		/s/ RUSSELL BALL
		Russell Ball Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: November 1, 2012		/s/ DAVID OTTEWELL
		David Ottewell Vice President and Controller (Principal Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description
12.1		– Computation of Ratio of Earnings to Fixed Charges, filed herewith.
31.1		– Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.
31.2		– Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer, filed herewith.
32.1		– Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith. ⁽¹⁾
32.2		– Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer, filed herewith. ⁽¹⁾
95		– Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith.
101		– 101.INS XBRL Instance 101.SCH XBRL Taxonomy Extension Schema 101.CALXBRL Taxonomy Extension Calculation 101.LABXBRL Taxonomy Extension Labels 101.PREXBRL Taxonomy Extension Presentation 101.DEFXBRL Taxonomy Extension Definition

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