UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

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

NEWMONT MINING CORPORATION

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

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

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

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

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

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

There were 479,717,438 shares of common stock outstanding on July 15, 2009 (and 10,280,382 exchangeable shares).

 

 

TABLE OF CONTENTS

		Page
PART I
ITEM 1. FINANCIAL STATEMENTS			1
Consolidated Statements of Income			1
Consolidated Balance Sheets			2
Consolidated Statements of Cash Flows			3
Notes to Consolidated Financial Statements			4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION			47
Selected Financial and Operating Results			47
Consolidated Financial Results			47
Results of Consolidated Operations			52
Liquidity and Capital Resources			58
Environmental			61
Recently Adopted Pronouncements			61
Safe Harbor Statement			65
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			66
ITEM 4. CONTROLS AND PROCEDURES			69
PART II
ITEM 1. LEGAL PROCEEDINGS			70
ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES			70
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			70
ITEM 5. OTHER MATTERS			71
ITEM 6. EXHIBITS			71
SIGNATURES			S-1
EXHIBIT INDEX			E-1
Exhibit 3.1
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Revenues
Sales — gold, net		$	1,373			$	1,320			$	2,748			$	2,813
Sales — copper, net			229				183				390				615
			1,602				1,503				3,138				3,428
Costs and expenses
Costs applicable to sales — gold (1)			635				645				1,289				1,277
Costs applicable to sales — copper (1)			61				104				146				254
Amortization			176				183				367				362
Accretion (Note 23)			8				8				17				16
Exploration			51				58				92				97
Advanced projects, research and development (Note 3)			42				39				73				69
General and administrative			40				37				79				66
Other expense, net (Note 4)			116				118				192				180
			1,129				1,192				2,255				2,321
Other income (expense)
Other income, net (Note 5)			9				19				18				34
Interest expense, net			(23	)			(35	)			(55	)			(63	)
			(14	)			(16	)			(37	)			(29	)
Income from continuing operations before income tax (expense) benefit and other items			459				295				846				1,078
Income tax (expense) benefit (Note 8)			(136	)			42				(241	)			(187	)
Equity loss of affiliates			(3	)			—				(8	)			(5	)
Income from continuing operations			320				337				597				886
(Loss) income from discontinued operations (Note 9)			(14	)			2				(14	)			10
Net income			306				339				583				896
Less: Net income attributable to noncontrolling interests (Note 10)			144				68				232				260
Net income attributable to Newmont stockholders		$	162			$	271			$	351			$	636
Net income attributable to Newmont stockholders:
Continuing operations		$	171			$	270			$	360			$	627
Discontinued operations			(9	)			1				(9	)			9
		$	162			$	271			$	351			$	636
Income per common share (Note 11)
Basic:
Continuing operations		$	0.35			$	0.60			$	0.75			$	1.38
Discontinued operations			(0.02	)			—				(0.02	)			0.02
		$	0.33			$	0.60			$	0.73			$	1.40
Diluted:
Continuing operations		$	0.35			$	0.59			$	0.75			$	1.37
Discontinued operations			(0.02	)			—				(0.02	)			0.02
		$	0.33			$	0.59			$	0.73			$	1.39
Basic weighted-average common shares outstanding			490				454				483				454
Diluted weighted-average common shares outstanding			491				456				484				457
Cash dividends declared per common share		$	0.10			$	0.10			$	0.20			$	0.20

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

NEWMONT MINING CORPORATION

CONSOLIDATED BALANCE SHEETS

		At June 30,				At December 31,
		2009				2008
ASSETS
Cash and cash equivalents		$	544			$	435
Marketable securities and other short-term investments (Note 17)			19				12
Trade receivables			229				104
Accounts receivable			283				214
Inventories (Note 18)			481				507
Stockpiles and ore on leach pads (Note 19)			318				290
Deferred income tax assets			188				284
Other current assets (Note 20)			395				455
Current assets			2,457				2,301
Property, plant and mine development, net			11,825				10,128
Investments (Note 17)			902				655
Stockpiles and ore on leach pads (Note 19)			1,326				1,136
Deferred income tax assets			1,126				1,039
Other long-term assets (Note 20)			218				207
Goodwill			188				188
Assets of operations held for sale (Note 9)			69				73
Total assets		$	18,111			$	15,727
LIABILITIES
Current portion of long-term debt (Note 21)		$	221			$	165
Accounts payable			310				411
Employee-related benefits			162				170
Income and mining taxes			90				61
Other current liabilities (Note 22)			1,071				770
Current liabilities			1,854				1,577
Long-term debt (Note 21)			2,810				3,072
Reclamation and remediation liabilities (Note 23)			721				699
Deferred income tax liabilities			1,237				1,051
Employee-related benefits			404				379
Other long-term liabilities (Note 22)			277				252
Liabilities of operations held for sale (Note 9)			54				36
Total liabilities			7,357				7,066
Commitments and contingencies (Note 27)
STOCKHOLDERS’ EQUITY
Common stock			768				709
Additional paid-in capital			8,052				6,831
Accumulated other comprehensive income (loss)			141				(253	)
Retained earnings			302				4
Total Newmont stockholders’ equity			9,263				7,291
Noncontrolling interests			1,491				1,370
Total stockholders’ equity (Note 13)			10,754				8,661
Total liabilities and stockholders’ equity		$	18,111			$	15,727

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

NEWMONT MINING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)

		Six Months Ended
		June 30,
		2009				2008
Operating activities:
Net income		$	583			$	896
Adjustments:
Amortization			367				362
Loss (income) from discontinued operations (Note 9)			14				(10	)
Accretion of accumulated reclamation obligations (Note 23)			23				20
Deferred income taxes			(13	)			(208	)
Write-down of investments			6				56
Stock based compensation and other benefits			30				24
Other operating adjustments and write-downs			53				90
Net change in operating assets and liabilities (Note 24)			(177	)			(259	)
Net cash provided from continuing operations			886				971
Net cash provided from (used in) discontinued operations (Note 9)			8				(107	)
Net cash provided from operations			894				864
Investing activities:
Additions to property, plant and mine development			(910	)			(893	)
Investments in marketable debt and equity securities			—				(17	)
Proceeds from sale of marketable debt and equity securities			5				17
Acquisitions, net (Note 14)			(760	)			(325	)
Other			(7	)			(16	)
Net cash used in investing activities of continuing operations			(1,672	)			(1,234	)
Net cash used in investing activities of discontinued operations (Note 9)			—				(10	)
Net cash used in investing activities			(1,672	)			(1,244	)
Financing activities:
Proceeds from debt, net			1,494				1,023
Repayment of debt			(1,668	)			(625	)
Dividends paid to common stockholders			(98	)			(91	)
Dividends paid to noncontrolling interests			(112	)			(147	)
Proceeds from stock issuance, net			1,247				24
Change in restricted cash and other			5				7
Net cash provided from financing activities of continuing operations			868				191
Net cash used in financing activities of discontinued operations (Note 9)			(2	)			(2	)
Net cash provided from financing activities			866				189
Effect of exchange rate changes on cash			21				(4	)
Net change in cash and cash equivalents			109				(195	)
Cash and cash equivalents at beginning of period			435				1,231
Cash and cash equivalents at end of period		$	544			$	1,036

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

NEWMONT MINING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

NOTE 1 BASIS OF PRESENTATION

The interim Consolidated Financial Statements (“interim statements”) of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature except as discussed below. The Company has evaluated all subsequent events through July 22, 2009 (see Note 29). The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements included in its Annual Report on Form 10-K/A for the year ended December 31, 2008, filed June 8, 2009. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”).

Certain amounts for the three and six months ended June 30, 2008 and at December 31, 2008 have been revised. The Company retrospectively adopted FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”), which requires an allocation of convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component) (see Note 2). Additionally, the Company adopted FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which requires the noncontrolling interests to be classified as a separate component of net income and stockholders’ equity. The Company has also reclassified the historical balance sheet, income statement and the cash flow amounts for the Kori Kollo operation in Bolivia to discontinued operations in the Consolidated Balance Sheets, Consolidated Statements of Income and Cash Flows for all periods presented.

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Subsequent Events

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 165 “Subsequent Events” (“FAS 165”) which establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement sets forth (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet in its financial statements, and (iii) the disclosures that an entity should make about events or transactions occurring after the balance sheet date in its financial statements. The Company adopted the provisions of FAS 165 for the interim period ended June 30, 2009. The adoption of FAS 165 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Post-Retirement Benefit Plan

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

NEWMONT MINING CORPORATION

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

Equity Method Investment

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

Equity-Linked Financial Instruments

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

Accounting for Convertible Debt Instruments

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

During July 2007, the Company completed an offering of $1,150 convertible senior notes due 2014 and 2017, each in the amount of $575. The 2014 notes, maturing on July 15, 2014, pay interest semi-annually at a rate of 1.25% per annum, and the 2017 notes, maturing on July 15, 2017, pay interest semi-annually at a rate of 1.625% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.21 per share of common stock (24,887,956 shares of common stock). In connection with the convertible senior notes offering, the Company entered into convertible note hedge transactions and warrant transactions (“Call Spread Transactions”). The Call Spread Transactions included the purchase of call options and the sale of warrants. As a result of the Call Spread Transactions, the conversion price of $46.21 was effectively increased to $60.27. As of June 30, 2009, the if-converted value did not exceed the principal amounts.

During February 2009, the Company completed an offering of $518 convertible senior notes due on February 15, 2012. The notes will pay interest semi-annually at a rate of 3.00% per annum. The notes are convertible, at the holder’s option, equivalent to a conversion price of $46.25 per share of common stock (11,189,189 shares of common stock). As of June 30, 2009, the if-converted value did not exceed the principal amount.

NEWMONT MINING CORPORATION

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

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

		At June 30, 2009												At December 31, 2008
		Convertible Senior Notes Due												Convertible Senior Notes Due
		2012				2014				2017				2012				2014				2017
Additional paid-in capital		$	46			$	97			$	123			$	—			$	97			$	123
Principal amount		$	518			$	575			$	575			$	—			$	575			$	575
Unamortized debt discount			(66	)			(117	)			(166	)			—				(127	)			(174	)
Net carrying amount		$	452			$	458			$	409			$	—			$	448			$	401

As a result of adopting FSP APB 14-1, the effective interest rates increased by approximately 5 percentage points to 8.5%, 6.0% and 6.25% for the 2012, 2014 and 2017 notes, respectively, for the non-cash amortization of the debt discount over the lives of the notes. Interest expense was increased by $8 which decreased the Company’s Income from continuing operations and Net income by $6 ($0.01 per share) for the three months ended June 30, 2008. Interest expense was increased by $16 which decreased the Company’s Income from continuing operations and Net income by $11 ($0.02 per share) for the six months ended June 30, 2008. Had FSP APB 14-1 been effective in 2008, the Company would have paid its fourth quarter 2008 dividends out of Additional paid-in capital rather than Retained earnings; therefore the Company made the reclassification in 2009. Cash flows from operations were not impacted by the adoption of FSP APB 14-1. The impact on the Company’s 2009 opening balance in Retained earnings was as follows:

		At December 31,
		2008
Balance before application of FSP APB 14-1		$	7
Impact of adoption of FSP APB 14-1			(31	)
Reclassification of dividends to Additional paid-in capital			28
Balance after application of FSP APB 14-1		$	4

Following adoption and the issuance of the 2012 convertible senior notes in February 2009, the Company will amortize $375 ($244 net of tax) of debt discount over the lives of the Company’s convertible senior notes. For the three months ended June 30, 2009, the Company recorded $8 and $15 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. For the six months ended June 30, 2009, the Company recorded $14 and $26 of interest expense for the contractual interest coupon and amortization of the debt discount, respectively, related to the convertible senior notes. The remaining unamortized debt discount will be amortized over the remaining 3, 5 and 8 year periods of the 2012, 2014 and 2017 convertible senior notes, respectively.

Accounting for the Useful Life of Intangible Assets

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

Derivative Instruments

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

NEWMONT MINING CORPORATION

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

Business Combinations

In December 2007, the FASB issued FAS 141(R) which replaces FAS 141, and provides new guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. FAS 141(R) also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company adopted the provisions of FAS 141(R) on January 1, 2009 and applied them to the acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”), which amends and clarifies FAS 141(R). The intent of FSP FAS 141(R)-1 is to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of FSP FAS 141(R)-1 did not have any impact on the Company’s acquisition of the remaining 33.33% interest in the Boddington project completed on June 25, 2009 (see Note 14).

Noncontrolling Interests

In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“FAS 160”), which establishes accounting and reporting standards pertaining to (i) ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interest”), (ii) the amount of net income attributable to the parent and to the noncontrolling interest, (iii) changes in a parent’s ownership interest, and (iv) the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is measured at fair value and a gain or loss is recognized in net income based on such fair value. For presentation and disclosure purposes, FAS 160 requires noncontrolling interests to be classified as a separate component of stockholders’ equity. The Company adopted the provisions of FAS 160 on January 1, 2009. Except for presentation changes, the adoption of FAS 160 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Fair Value Accounting

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

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

NEWMONT MINING CORPORATION

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

Recently Issued Accounting Pronouncements

The Accounting Standards Codification

In June 2009, the FASB issued FASB Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“FAS 168” or “the Codification”). FAS 168 will become the source of authoritative U.S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. FAS 168 is effective for the Company’s interim quarterly period beginning July 1, 2009. The Company does not expect the adoption of FAS 168 to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Variable Interest Entities

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (“FAS 167”), which requires an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in a variable interest entity (“VIE”). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics: i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE. FAS 167 also amends FIN 46(R) to require ongoing reassessments of the primary beneficiary of a VIE. The provisions of FAS 167 are effective for the Company’s fiscal year beginning January 1, 2010. The Company currently accounts for Nusa Tenggara Partnership (“NTP”) as a VIE and is evaluating the potential impact of adopting this statement on the Company’s consolidated financial position, results of operations and cash flows.

NOTE 3 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Hope Bay		$	11			$	9			$	16			$	13
Boddington			10				1				13				2
Technical and project services			7				6				12				10
Nevada underground			3				—				8				—
Corporate			3				4				7				7
Fort a la Corne JV			—				6				1				13
Other			8				13				16				24
		$	42			$	39			$	73			$	69

NEWMONT MINING CORPORATION

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

NOTE 4 OTHER EXPENSE, NET

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Boddington acquisition costs (Note 14)		$	59			$	—			$	67			$	—
Regional administration			14				12				26				21
Community development			11				18				21				32
Workforce reduction			1				—				15				—
Peruvian royalty			5				4				11				11
Western Australia power plant			6				8				9				13
Batu Hijau divestiture			1				2				6				5
World Gold Council dues			3				2				6				5
Accretion, non-operating (Note 23)			3				3				6				5
Pension settlement loss (Note 6)			—				—				—				11
Reclamation estimate revisions (Note 23)			—				59				—				61
Other			13				10				25				16
		$	116			$	118			$	192			$	180

NOTE 5 OTHER INCOME, NET

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Canadian Oil Sands Trust income		$	5			$	31			$	9			$	55
Interest income			6				7				9				17
Gain on sale of investments, net			—				10				—				10
Income from development projects, net			—				9				—				9
Foreign currency exchange gain (losses), net			1				(7	)			(2	)			(13	)
(Loss) gain on ineffective portion of derivative instruments, net (Note 16)			(3	)			(1	)			(4	)			2
Impairment of marketable securities (Note 17)			—				(34	)			(6	)			(56	)
Other			—				4				12				10
		$	9			$	19			$	18			$	34

NOTE 6 EMPLOYEE PENSION AND OTHER BENEFIT PLANS

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Pension benefit costs, net
Service cost		$	4			$	4			$	9			$	8
Interest cost			8				8				16				15
Expected return on plan assets			(7	)			(7	)			(14	)			(14	)
Amortization of prior service cost			1				—				1				—
Amortization of loss			4				1				7				2
		$	10			$	6			$	19			$	11

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

For the three months ended June 30, 2009 and 2008, no pension settlement losses were incurred. For the six months ended June 30, 2009 and 2008, pension settlement losses of $nil and $11, respectively, related to senior management retirements were incurred. These costs were recorded in Other expense, net (see Note 4).

NEWMONT MINING CORPORATION

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

NOTE 7 STOCK BASED COMPENSATION

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Stock options		$	5			$	5			$	8			$	8
Restricted stock units			2				—				3				—
Deferred stock awards			5				3				8				5
Restricted stock awards			1				1				3				3
		$	13			$	9			$	22			$	16

For the three and six months ended June 30, 2009 and 2008, 1,157,825 and 1,112,463 stock options, respectively, were granted at the weighted-average exercise price of $40 and $44, respectively, per underlying share of the Company’s common stock. At June 30, 2009, there was $25 of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 2.4 years.

For the three months ended June 30, 2009 and 2008, 198,057 and 3,855 shares of restricted stock units, respectively, were granted at the weighted average fair market value of $40 and $49, respectively per underlying share of the Company’s common stock. For the six months ended June 30, 2009 and 2008, 490,273 and 8,927 shares of restricted stock units, respectively, were granted, at the weighted-average fair market value of $42 and $49, respectively, per underlying share of the Company’s common stock.

No deferred stock awards were granted during the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, 393,533 deferred stock awards were granted at the weighted-average fair market value of $44 per underlying share of the Company’s common stock.

No restricted stock awards were granted during the three and six months ended June 30, 2009. For the three and six months ended June 30, 2008, 6,743 and 114,663 shares of restricted stock, respectively, were granted and issued, at the weighted-average fair market value of $44 and $48, respectively, per underlying share of the Company’s common stock.

NOTE 8 INCOME TAXES

The Company operates in numerous countries around the world and accordingly it is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual agreements with the local government, and others are defined by the general corporate income tax laws of the country. The Company has historically filed, and continues to file, all required income tax returns and has paid the taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time, the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved. At June 30, 2009, the Company’s total unrecognized tax benefit was $173 for uncertain tax positions taken or expected to be taken on tax returns. Of this, $140 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate. Also included in the balance at June 30, 2009 are $6 of tax positions that, due to the impact of deferred tax accounting, the disallowance of which would not affect the annual effective tax rate.

As a result of (i) statute of limitations that will begin to expire within the next 12 months in various jurisdictions, and (ii) possible settlements of audit-related issues with taxing authorities in various jurisdictions, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease by approximately $13 to $37 in the next 12 months.

NEWMONT MINING CORPORATION

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

NOTE 9 DISCONTINUED OPERATIONS

In June 2009, Newmont’s Board of Directors approved a plan to sell the Kori Kollo operation in Bolivia. Discontinued operations include the Company’s Kori Kollo operation and the royalty portfolio and Pajingo operations, both sold in December 2007.

The Company has reclassified the historical balance sheet amounts and the income statement results to Assets and Liabilities of operations held for sale on the Condensed Consolidated Balance Sheets and to (Loss) income from discontinued operations in the Consolidated Statements of Income for all periods presented. The Consolidated Statements of Cash Flows have been reclassified for assets held for sale and discontinued operations for all periods presented.

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Sales — gold, net		$	16			$	19			$	32			$	37
Income from operations		$	1			$	7			$	1			$	12
Loss on impairment			(44	)			—				(44	)			—
(Loss) gain on sale of royalty portfolio			—				(2	)			—				5
(Loss) gain on sale of Pajingo assets			—				(1	)			—				1
Pre-tax (loss) income			(43	)			4				(43	)			18
Income tax benefit (expense)			29				(2	)			29				(8	)
(Loss) income from discontinued operations		$	(14	)		$	2			$	(14	)		$	10

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

		At June 30,				At December 31,
		2009				2008
Assets:
Cash		$	1			$	—
Accounts receivable			9				9
Inventories			8				12
Stockpiles and ore on leach pads			13				43
Property, plant and mine development			1				4
Deferred income tax assets			31				2
Other assets			6				3
Total assets of operations held for sale		$	69			$	73
Liabilities:
Current and long-term debt		$	2			$	4
Accounts payable			—				1
Employee-related benefits			9				8
Reclamation and remediation liabilities			17				17
Other liabilities			26				6
Total liabilities of operations held for sale		$	54			$	36

NEWMONT MINING CORPORATION

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

The following table details selected financial information included in Net cash provided from (used in) discontinued operations, Net cash used in investing activities of discontinued operations and Net cash used in financing activities of discontinued operations:

		Six Months Ended June 30,
		2009				2008
Net cash provided from (used in) discontinued operations:
(Loss) income from discontinued operations		$	(14	)		$	10
Impairment of assets held for sale			44				—
Write-down of inventory			7				—
Amortization			3				4
Deferred income taxes			(29	)			(1	)
Other operating adjustments			1				1
Increase (decrease) in net operating liabilities			(4	)			(121	)
		$	8			$	(107	)
Net cash used in investing activities of discontinued operations:
Additions to property, plant and mine development		$	—			$	(4	)
Proceeds from asset sales, net			—				5
Royalty portfolio sale expenses			—				(11	)
		$	—			$	(10	)
Net cash used in financing activities of discontinued operations:
Repayment of debt		$	(2	)		$	(2	)
		$	(2	)		$	(2	)

NOTE 10 NONCONTROLLING INTERESTS

The following table summarizes the net income attributable to the interests of entities not controlled by the Company, but consolidated in the Company’s financial statements:

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Yanacocha		$	77			$	48			$	144			$	139
Batu Hijau			71				19				92				120
Other			(4	)			1				(4	)			1
		$	144			$	68			$	232			$	260

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

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

In April 2008, the Company purchased 15,960 additional shares of European Gold Refineries SA joint venture (“EGR”) for $11 in cash increasing its ownership interest to 56.67% from 46.72%. Swiss residents and Mitsubishi International Corporation hold the remaining 43.33%. The acquisition of the additional interest resulted in the consolidation of EGR. In November 2008, EGR repurchased 6.55% of its own shares from a minority shareholder bringing Newmont’s ownership to 60.64%. Prior to consolidation, the Company accounted for EGR using the equity method of accounting.

NEWMONT MINING CORPORATION

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

NOTE 11 INCOME PER COMMON SHARE

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Numerator:
Net income attributable to Newmont stockholders
Continuing operations		$	171			$	270			$	360			$	627
Discontinued operations			(9	)			1				(9	)			9
		$	162			$	271			$	351			$	636
Denominator:
Basic			490				454				483				454
Effect of employee stock-based awards			1				2				1				3
Diluted			491				456				484				457
Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations		$	0.35			$	0.60			$	0.75			$	1.38
Discontinued operations			(0.02	)			—				(0.02	)			0.02
		$	0.33			$	0.60			$	0.73			$	1.40
Diluted:
Continuing operations		$	0.35			$	0.59			$	0.75			$	1.37
Discontinued operations			(0.02	)			—				(0.02	)			0.02
		$	0.33			$	0.59			$	0.73			$	1.39

In February 2009, the Company completed a public offering of 34,500,000 shares of common stock at $37 per share for net proceeds of $1,234.

Options to purchase 5.2 million and 1.1 million shares of common stock at average exercise prices of $46 and $55 were outstanding at June 30, 2009 and 2008, respectively, but were not included in the computation of diluted weighted average number of common shares because the exercise prices of the options exceeded the price of the common stock.

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

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

NEWMONT MINING CORPORATION

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

NOTE 12 COMPREHENSIVE INCOME

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Net income		$	306			$	339			$	583			$	896
Other comprehensive income (loss), net of tax:
Unrealized gain on marketable equity securities			99				369				192				404
Foreign currency translation adjustments			136				59				89				(17	)
Change in pension and other benefit liabilities:
Net amount reclassified to income			2				1				3				8
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations			105				34				86				51
Net amount reclassified to income			7				(5	)			24				(8	)
Net unrecognized gain on derivatives			112				29				110				43
			349				458				394				438
Comprehensive income		$	655			$	797			$	977			$	1,334
Comprehensive income attributable to:
Newmont stockholders		$	510			$	729			$	744			$	1,074
Noncontrolling interests			145				68				233				260
		$	655			$	797			$	977			$	1,334

NEWMONT MINING CORPORATION

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

NOTE 13 CHANGES IN STOCKHOLDERS’ EQUITY

		Six Months Ended June 30,
		2009				2008
Common stock:
At beginning of period		$	709			$	696
Common stock offering			55				—
Stock based compensation			2				2
Shares issued in exchange for exchangeable shares			2				5
At end of period			768				703
Additional paid-in capital:
At beginning of period			6,831				6,916
Common stock offering			1,179				—
Convertible debt issuance			46				—
Common stock dividends			(45	)			(91	)
Stock based compensation			43				52
Shares issued in exchange for exchangeable shares			(2	)			(6	)
At end of period			8,052				6,871
Accumulated other comprehensive (loss) income:
At beginning of period			(253	)			957
Other comprehensive income (Note 12)			394				438
At end of period			141				1,395
Retained earnings:
At beginning of period			4				(809	)
Net income attributable to Newmont stockholders			351				636
Common stock dividends			(53	)			—
At end of period			302				(173	)
Noncontrolling interests:
At beginning of period			1,370				1,449
Net income attributable to noncontrolling interests			232				260
Dividends paid to noncontrolling interests			(112	)			(147	)
Other comprehensive income — minority			1				—
Acquisition of noncontrolling interest in Miramar Mining Corporation			—				(39	)
Acquisition of noncontrolling interest in EGR			—				24
At end of period			1,491				1,547
Total stockholders’equity		$	10,754			$	10,343

NOTE 14 ACQUISITIONS

On June 25, 2009, the Company completed the acquisition of the remaining 33.33% interest in Boddington from AngloGold Ashanti Australia Limited (“AngloGold”). The valuation date for the transaction is January 1, 2009, and closing adjustments were made to reflect Newmont’s economic ownership from that date. Consideration for the acquisition consists of $750 less an $8 closing adjustment paid in cash at closing, $240 payable in cash and/or Newmont common stock, at the Company’s option, in December 2009, and a contingent royalty capped at $100, equal to 50% of the average realized operating margin (Revenue less Costs applicable to sales on a by-product basis), if any, exceeding $600 per ounce, payable quarterly on one-third of gold sales from Boddington.

The following table summarizes the consideration to acquire the remaining interest in Boddington:

Cash		$	742
Cash and/or common shares			240
Contingent consideration (fair value)			62
		$	1,044

NEWMONT MINING CORPORATION

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

The Company estimates that the value of the contingent consideration is approximately $62, and has recognized this amount as part of the purchase price at the acquisition date. Amounts are payable under the contingent royalty beginning in the second quarter of 2010. The range of undiscounted amounts the Company could pay is between $0 and $100. The fair value of the contingent royalty recognized was estimated by applying the income approach. See Note 15 for a description of the key inputs used in deriving fair value.

In connection with the acquisition, Newmont incurred transaction costs of $67 (shown in Other expense, net), including Australian stamp duties. $8 of these costs were paid during the first quarter of 2009. Additionally, in June 2009, Newmont paid $182 to reimburse AngloGold for its share of capital and other expenditures of the project from January 1, 2009 to June 25, 2009. The reimbursement of capital expenditures is included in Property, plant and mine development, net, and as Additions to property, plant and mine development on the cash flow statement.

The purchase price allocation based on the estimated fair values of assets acquired and liabilities assumed is as follows:

Assets:
Cash		$	1
Property, plant and mine development, net			1,073
Inventories and stockpiles			7
Deferred income tax asset			28
Other assets			11
		$	1,120
Liabilities:
Accrued liabilities		$	33
Reclamation liabilities			15
Deferred income tax liability			28
			76
Net assets acquired		$	1,044

In association with the acquisition of the remaining 33.33% interest in Boddington, on February 3, 2009, the Company completed a public offering of $518 convertible senior notes, including notes offered to cover over-allotments, maturing on February 15, 2012 for net proceeds of $504 after deducting the underwriters discount and expenses of the offering (see Note 21). Additionally, on February 3, 2009, the Company completed a public offering of 34,500,000 shares of common stock, including shares offered to cover over-allotments, at a price of $37 per share, for net proceeds of $1,234 after deducting the underwriters discount and expenses of the offering.

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

The pro forma impact of all 2009 acquisitions on Net Income was not material.

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

NOTE 15 FAIR VALUE ACCOUNTING

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

	Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2		Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; 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 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 FAS 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

		Fair Value at June 30, 2009
		Total				Level 1				Level 2				Level 3
Assets:
Cash equivalents		$	64			$	64			$	—			$	—
Marketable equity securities			867				867				—				—
Corporate marketable debt securities			9				9				—				—
Other marketable debt securities:
Asset backed commercial paper			17				—				—				17
Auction rate securities			4				—				—				4
Trade receivable from provisional copper and gold concentrate sales, net			209				209				—				—
Derivative instruments, net			62				—				62				—
		$	1,232			$	1,149			$	62			$	21
Liabilities:
8 5/8% debentures (hedged portion)		$	96			$	—			$	96			$	—
Boddington contingent consideration			62				—				—				62
		$	158			$	—			$	96			$	62