10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2011

or

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

For the transition period from                      to                     

Commission File Number: 001-31240

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

There were 487,574,675 shares of common stock outstanding on July 21, 2011 (and 6,603,235 exchangeable shares).

TABLE OF CONTENTS

	Page
PART I
ITEM 1. FINANCIAL STATEMENTS		1
Condensed Consolidated Statements of Income		1
Condensed Consolidated Statements of Cash Flows		2
Condensed Consolidated Balance Sheets		3
Notes to Condensed Consolidated Financial Statements		4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43
Overview		43
Selected Financial and Operating Results		45
Consolidated Financial Results		45
Results of Consolidated Operations		51
Liquidity and Capital Resources		56
Environmental		59
Accounting Developments		59
Non-GAAP Financial Measures		60
Safe Harbor Statement		62
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		63
ITEM 4. CONTROLS AND PROCEDURES		65
PART II
ITEM 1. LEGAL PROCEEDINGS		66
ITEM 1A. RISK FACTORS		66
ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES		66
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		66
ITEM 5. OTHER INFORMATION		66
ITEM 6. EXHIBITS		67
SIGNATURES		68
EXHIBIT INDEX		69
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 12.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 99.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in millions except per share)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Sales (Note 3)	$	2,384		$	2,153		$	4,849		$	4,395
Costs and expenses
Costs applicable to sales (1) (Note 3)		917			848			1,857			1,717
Amortization		250			231			506			455
Reclamation and remediation (Note 4)		43			13			57			26
Exploration		89			53			151			96
Advanced projects, research and development (Note 5)		86			57			154			103
General and administrative		50			43			95			88
Other expense, net (Note 6)		87			61			160			150
		1,522			1,306			2,980			2,635
Other income (expense)
Other income, net (Note 7)		48			44			79			92
Interest expense, net		(63	)		(69	)		(128	)		(144	)
		(15	)		(25	)		(49	)		(52	)
Income before income and mining tax and other items		847			822			1,820			1,708
Income and mining tax expense (Note 10)		(187	)		(283	)		(492	)		(424	)
Equity income (loss) of affiliates		—			(2	)		2			(4	)
Income from continuing operations		660			537			1,330			1,280
Loss from discontinued operations (Note 11)		(136	)		—			(136	)		—
Net income		524			537			1,194			1,280
Net income attributable to noncontrolling interests (Note 12)		(137	)		(155	)		(293	)		(352	)
Net income attributable to Newmont stockholders	$	387		$	382		$	901		$	928
Net income attributable to Newmont stockholders:
Continuing operations	$	523		$	382		$	1,037		$	928
Discontinued operations		(136	)		—			(136	)		—
	$	387		$	382		$	901		$	928
Income per common share (2) (Note 13)
Basic:
Continuing operations	$	1.06		$	0.78		$	2.10		$	1.89
Discontinued operations		(0.28	)		—			(0.28	)		—
	$	0.78		$	0.78		$	1.82		$	1.89
Diluted:
Continuing operations	$	1.04		$	0.77		$	2.07		$	1.87
Discontinued operations		(0.27	)		—			(0.27	)		—
	$	0.77		$	0.77		$	1.80		$	1.87
Cash dividends declared per common share	$	0.20		$	0.10		$	0.35		$	0.20

(1)	Excludes Amortization and Reclamation and remediation.
(2)	Attributable to Newmont stockholders.

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

1

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

	Six Months Ended
	June 30,
	2011			2010
Operating activities:
Net income	$	1,194		$	1,280
Adjustments:
Amortization		506			455
Loss from discontinued operations		136			—
Reclamation and remediation		57			26
Deferred income taxes		(38	)		(86	)
Stock based compensation and other non-cash benefits		44			39
Gain on asset sales, net		(53	)		(49	)
Other operating adjustments and write-downs		97			67
Net change in operating assets and liabilities (Note 25)		(540	)		(251	)
Net cash provided from continuing operations		1,403			1,481
Net cash used in discontinued operations		(2	)		(13	)
Net cash provided from operations		1,401			1,468
Investing activities:
Additions to property, plant and mine development		(1,020	)		(628	)
Proceeds from sale of marketable securities		55			1
Purchases of marketable securities		(15	)		(7	)
Acquisitions, net		(2,291	)		—
Proceeds from sale of other assets		6			52
Other		(15	)		(23	)
Net cash used in investing activities		(3,280	)		(605	)
Financing activities:
Proceeds from debt, net		775			—
Repayment of debt		(973	)		(263	)
Sale of noncontrolling interests		—			229
Acquisition of noncontrolling interests		—			(109	)
Dividends paid to common stockholders		(173	)		(98	)
Dividends paid to noncontrolling interests		(17	)		(307	)
Proceeds from stock issuance, net		8			30
Change in restricted cash and other		—			48
Net cash used in financing activities		(380	)		(470	)
Effect of exchange rate changes on cash		58			(6	)
Net change in cash and cash equivalents		(2,201	)		387
Cash and cash equivalents at beginning of period		4,056			3,215
Cash and cash equivalents at end of period	$	1,855		$	3,602

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

2

NEWMONT MINING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions)

	At June 30,		At December 31,
	2011		2010
ASSETS
Cash and cash equivalents	$	1,855	$	4,056
Trade receivables		418		582
Accounts receivable		135		88
Investments (Note 19)		203		113
Inventories (Note 20)		671		658
Stockpiles and ore on leach pads (Note 21)		696		617
Deferred income tax assets		308		177
Other current assets (Note 22)		1,613		962
Current assets		5,899		7,253
Property, plant and mine development, net		16,663		12,907
Investments (Note 19)		1,675		1,568
Stockpiles and ore on leach pads (Note 21)		1,950		1,757
Deferred income tax assets		1,505		1,437
Other long-term assets (Note 22)		946		741
Total assets	$	28,638	$	25,663
LIABILITIES
Debt (Note 23)	$	539	$	259
Accounts payable		490		427
Employee-related benefits		229		288
Income and mining taxes		184		355
Other current liabilities (Note 24)		1,998		1,418
Current liabilities		3,440		2,747
Debt (Note 23)		3,771		4,182
Reclamation and remediation liabilities (Note 4)		1,032		984
Deferred income tax liabilities		2,735		1,488
Employee-related benefits		353		325
Other long-term liabilities (Note 24)		314		221
Total liabilities		11,645		9,947
Commitments and contingencies (Note 28)
EQUITY
Common stock		780		778
Additional paid-in capital		8,330		8,279
Accumulated other comprehensive income		1,310		1,108
Retained earnings		3,908		3,180
Newmont stockholders’ equity		14,328		13,345
Noncontrolling interests		2,665		2,371
Total equity		16,993		15,716
Total liabilities and equity	$	28,638	$	25,663

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

3

NEWMONT MINING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

NOTE 1 BASIS OF PRESENTATION

The interim Condensed Consolidated Financial Statements (“interim statements”) of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont’s Consolidated Financial Statements for the year ended December 31, 2010 filed February 24, 2011 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by United States generally accepted accounting principles (“GAAP”).

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Business Combinations

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

Fair Value Accounting

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

Recently Issued Accounting Pronouncements

Comprehensive Income

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

4

NEWMONT MINING CORPORATION

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

Fair Value Accounting

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

NOTE 3 SEGMENT INFORMATION

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
	Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2011
Nevada	$	529	$	224	$	56	$	38	$	195
La Herradura		81		27		5		3		44
Hope Bay		—		—		4		52		(55	)
Other North America		—		—		—		1		47
North America		610		251		65		94		231
Yanacocha		524		190		66		11		232
Other South America		—		—		1		14		(16	)
South America		524		190		67		25		216
Boddington:
Gold		269		117		31		N/A		N/A
Copper		54		27		7		N/A		N/A
Total		323		144		38		2		140
Batu Hijau:
Gold		92		30		7		N/A		N/A
Copper		242		79		18		N/A		N/A
Total		334		109		25		1		186
Other Australia/New Zealand		375		158		31		10		168
Other Asia Pacific		—		—		—		5		(34	)
Asia Pacific		1,032		411		94		18		460
Ahafo		218		65		20		8		119
Other Africa		—		—		—		4		(6	)
Africa		218		65		20		12		113
Corporate and Other		—		—		4		26		(173	)
Consolidated	$	2,384	$	917	$	250	$	175	$	847

5

NEWMONT MINING CORPORATION

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

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax
	Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2010
Nevada	$	505	$	246	$	64	$	20	$	164
La Herradura		53		19		5		2		29
Hope Bay		—		—		3		33		(36	)
Other North America		—		—		—		—		(1	)
North America		558		265		72		55		156
Yanacocha		425		139		40		4		222
Other South America		—		—		—		10		(9	)
South America		425		139		40		14		213
Boddington
Gold		234		113		34		N/A		N/A
Copper		40		25		6		N/A		N/A
Total		274		138		40		3		92
Batu Hijau:
Gold		170		42		12		N/A		N/A
Copper		258		73		19		N/A		N/A
Total		428		115		31		—		270
Other Australia/New Zealand		308		136		24		7		142
Other Asia Pacific		—		—		1		5		(9	)
Asia Pacific		1,010		389		96		15		495
Ahafo		160		55		19		3		74
Other Africa		—		—		—		2		(1	)
Africa		160		55		19		5		73
Corporate and Other		—		—		4		21		(115	)
Consolidated	$	2,153	$	848	$	231	$	110	$	822

6

NEWMONT MINING CORPORATION

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

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
	Sales		Sales		Amortization		Exploration		Income			Assets		Expenditures(1)
Six Months Ended June 30, 2011
Nevada	$	1,111	$	496	$	128	$	55	$	411		$	6,797	$	228
La Herradura		146		45		9		9		80			260		27
Hope Bay		—		—		7		96		(103	)		2,242		41
Other North America		—		—		—		1		45			52		—
North America		1,257		541		144		161		433			9,351		296
Yanacocha		886		343		119		17		381			2,634		127
Other South America		—		—		1		24		(26	)		599		251
South America		886		343		120		41		355			3,233		378
Boddington:
Gold		501		217		59		N/A		N/A			N/A		N/A
Copper		107		55		14		N/A		N/A			N/A		N/A
Total		608		272		73		3		244			4,419		75
Batu Hijau:
Gold		232		64		14		N/A		N/A			N/A		N/A
Copper		611		168		38		N/A		N/A			N/A		N/A
Total		843		232		52		1		509			3,513		88
Other Australia/New Zealand		790		324		66		22		365			1,124		134
Other Asia Pacific		—		—		1		6		(34	)		625		4
Asia Pacific		2,241		828		192		32		1,084			9,681		301
Ahafo		465		145		42		15		255			1,046		37
Other Africa		—		—		—		5		(8	)		348		67
Africa		465		145		42		20		247			1,394		104
Corporate and Other		—		—		8		51		(299	)		4,979		18
Consolidated	$	4,849	$	1,857	$	506	$	305	$	1,820		$	28,638	$	1,097

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

7

NEWMONT MINING CORPORATION

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

			Costs				Advanced
			Applicable to				Projects and		Pre-Tax			Total		Capital
	Sales		Sales		Amortization		Exploration		Income			Assets		Expenditures(1)
Six Months Ended June 30, 2010
Nevada	$	972	$	497	$	126	$	37	$	291		$	3,309	$	117
La Herradura		97		32		8		3		54			180		22
Hope Bay		—		—		6		50		(57	)		1,938		48
Other North America		—		—		—		1		(3	)		53		—
North America		1,069		529		140		91		285			5,480		187
Yanacocha		885		293		77		11		465			2,532		68
Other South America		—		—		—		15		(15	)		194		43
South America		885		293		77		26		450			2,726		111
Boddington
Gold		401		193		56		N/A		N/A			N/A		N/A
Copper		79		49		13		N/A		N/A			N/A		N/A
Total		480		242		69		4		160			4,136		81
Batu Hijau:
Gold		335		76		22		N/A		N/A			N/A		N/A
Copper		713		165		46		N/A		N/A			N/A		N/A
Total		1,048		241		68		—		677			2,911		33
Other Australia/New Zealand		622		293		56		11		268			884		71
Other Asia Pacific		—		—		1		10		9			183		3
Asia Pacific		2,150		776		194		25		1,114			8,114		188
Ahafo		291		119		36		6		116			1,005		51
Other Africa		—		—		—		6		(5	)		229		22
Africa		291		119		36		12		111			1,234		73
Corporate and Other		—		—		8		45		(252	)		5,215		11
Consolidated	$	4,395	$	1,717	$	455	$	199	$	1,708		$	22,769	$	570

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

8

NEWMONT MINING CORPORATION

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

NOTE 4 RECLAMATION AND REMEDIATION

At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation obligations relating to mineral properties. In addition, the Company is involved in several matters concerning environmental obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At June 30, 2011 and December 31, 2010, $172 and $144, respectively, were accrued for such obligations. These amounts are also included in Reclamation and remediation liabilities.

The following is a reconciliation of reclamation and remediation liabilities:

	Six Months Ended June 30,
	2011			2010
Balance at beginning of period	$	1,048		$	859
Additions, changes in estimates and other		32			(4	)
Liabilities settled		(15	)		(18	)
Accretion expense		29			26
Balance at end of period	$	1,094		$	863

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

The Company’s reclamation and remediation expenses consisted of:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Reclamation	$	28	$	—	$	28	$	—
Accretion — operating		13		11		25		22
Accretion — non-operating		2		2		4		4
	$	43	$	13	$	57	$	26

NOTE 5 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17
	$	86	$	57	$	154	$	103

9

NEWMONT MINING CORPORATION

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

NOTE 6 OTHER EXPENSE, NET

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Community development	$	23	$	20	$	40	$	75
Regional administration		21		18		37		31
Indonesian value added tax settlement		—		—		21		—
Fronteer acquisition costs		20		—		21		—
Western Australia power plant		5		1		9		7
Other		18		22		32		37
	$	87	$	61	$	160	$	150

NOTE 7 OTHER INCOME, NET

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Gain on sale of investments, net	$	50		$	5	$	50		$	7
Canadian Oil Sands		10			15		16			25
Interest income		2			2		6			5
Gain on asset sales, net		—			9		3			42
Foreign currency exchange gain (loss), net		(18	)		5		(29	)		(4	)
Other		4			8		33			17
	$	48		$	44	$	79		$	92

NOTE 8 EMPLOYEE PENSION AND OTHER BENEFIT PLANS

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Pension benefit costs, net
Service cost	$	6		$	6		$	12		$	11
Interest cost		10			9			20			18
Expected return on plan assets		(11	)		(9	)		(21	)		(16	)
Amortization, net		7			5			12			9
	$	12		$	11		$	23		$	22

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Other benefit costs, net
Service cost	$	—	$	—	$	1	$	1
Interest cost		1		2		2		3
	$	1	$	2	$	3	$	4

10

NEWMONT MINING CORPORATION

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

NOTE 9 STOCK BASED COMPENSATION

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Stock options	$	7	$	6	$	10	$	9
Restricted stock units		10		4		17		8
Performance leveraged stock units		1		1		3		4
Common stock		—		1		1		2
Restricted stock		—		—		—		1
Deferred stock		1		3		3		5
	$	19	$	15	$	34	$	29

NOTE 10 INCOME AND MINING TAXES

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

The Company operates in numerous countries around the world and accordingly it is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual agreements with the local government, and others are defined by the general corporate income tax laws of the country. The Company has historically filed, and continues to file, all required income tax returns and pay the income taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved.

At June 30, 2011, the Company’s total unrecognized tax benefit was $106 for uncertain income tax positions taken or expected to be taken on income tax returns. Of this, $55 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate.

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

11

NEWMONT MINING CORPORATION

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Income before income and mining tax and other items	$	847		$	822		$	1,820		$	1,708
United States statutory corporate income tax rate		35	%		35	%		35	%		35	%
Income and mining tax expense computed at United States statutory corporate income tax rate		(296	)		(288	)		(637	)		(598	)
Reconciling items:
Tax benefit generated on change in form of a non-U.S. subsidiary		65			—			65			127
Percentage depletion		56			21			111			54
Other		(12	)		(16	)		(31	)		(7	)
Income and mining tax expense	$	(187	)	$	(283	)	$	(492	)	$	(424	)

NOTE 11 DISCONTINUED OPERATIONS

Discontinued operations include Holloway Mining Company, which owned the Holt-McDermott property (“Holt property”) and was sold to St. Andrew Goldfields Ltd. (“St. Andrew”) in 2006 (see Note 28). In 2009, the Superior Court issued a decision finding Newmont Canada Corporation (“Newmont Canada”) liable for a sliding scale royalty on production from the Holt property, which Newmont Canada appealed. In December 2010, the Company recognized a $28 charge, net of tax benefits of $12, related to these legal claims. In May 2011, the Ontario Court of Appeal upheld the Superior Court ruling resulting in an additional $136 charge, net of tax benefits of $7, in the second quarter.

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

NOTE 12 NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Batu Hijau	$	64		$	84	$	166		$	202
Yanacocha		76			71		132			151
Other		(3	)		—		(5	)		(1	)
	$	137		$	155	$	293		$	352

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

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

12

NEWMONT MINING CORPORATION

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

NOTE 13 INCOME PER COMMON SHARE

Basic income per common share is computed by dividing income available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share is computed similarly to basic income per common share except that weighted average common shares is increased to include the potential issuance of dilutive common shares.

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Net income attributable to Newmont stockholders
Continuing operations	$	523		$	382	$	1,037		$	928
Discontinued operations		(136	)		—		(136	)		—
	$	387		$	382	$	901		$	928
Weighted average common shares (millions):
Basic		494			492		494			491
Effect of employee stock-based awards		1			1		1			1
Effect of convertible notes		6			6		6			4
Diluted		501			499		501			496
Net income attributable to Newmont stockholders per common share
Basic:
Continuing operations	$	1.06		$	0.78	$	2.10		$	1.89
Discontinued operations		(0.28	)		—		(0.28	)		—
	$	0.78		$	0.78	$	1.82		$	1.89
Diluted:
Continuing operations	$	1.04		$	0.77	$	2.07		$	1.87
Discontinued operations		(0.27	)		—		(0.27	)		—
	$	0.77		$	0.77	$	1.80		$	1.87

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

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

13

NEWMONT MINING CORPORATION

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

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Net income attributable to Newmont stockholders	$	387	$	382	$	901	$	928
Transfers from noncontrolling interests:
Increase in Additional paid in capital from sale of PTNNT shares, net of tax of $33		—		1		—		16
Net income attributable to Newmont stockholders and transfers from noncontrolling interests	$	387	$	383	$	901	$	944

NOTE 14 COMPREHENSIVE INCOME

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net income	$	524		$	537		$	1,194		$	1,280
Other comprehensive income (loss), net of tax:
Unrealized loss on marketable securities		(243	)		(77	)		(75	)		(28	)
Foreign currency translation adjustments		38			(55	)		127			1
Pension and other benefit liability adjustments		4			3			8			5
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations		162			(72	)		217			(43	)
Net amount reclassified to income		(39	)		(16	)		(72	)		(35	)
Net unrecognized gain (loss) on derivatives		123			(88	)		145			(78	)
		(78	)		(217	)		205			(100	)
Comprehensive income	$	446		$	320		$	1,399		$	1,180
Comprehensive income attributable to:
Newmont stockholders	$	308		$	165		$	1,103		$	828
Noncontrolling interests		138			155			296			352
	$	446		$	320		$	1,399		$	1,180

14

NEWMONT MINING CORPORATION

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

NOTE 15 CHANGES IN EQUITY

	Six Months Ended June 30,
	2011			2010
Common stock:
At beginning of period	$	778		$	770
Stock based awards		2			2
Shares issued in exchange for exchangeable shares		—			3
At end of period		780			775
Additional paid-in capital:
At beginning of period		8,279			8,158
Stock based awards		52			64
Shares issued in exchange for exchangeable shares		(1	)		(3	)
Sale of noncontrolling interests		—			16
At end of period		8,330			8,235
Accumulated other comprehensive income:
At beginning of period		1,108			626
Other comprehensive income		202			(100	)
At end of period		1,310			526
Retained earnings:
At beginning of period		3,180			1,149
Net income attributable to Newmont stockholders		901			928
Dividends paid		(173	)		(98	)
At end of period		3,908			1,979
Noncontrolling interests:
At beginning of period		2,371			1,910
Net income attributable to noncontrolling interests		293			352
Dividends paid		(2	)		(320	)
Other comprehensive income		3			—
Sale of noncontrolling interests, net		—			98
At end of period		2,665			2,040
Total equity	$	16,993		$	13,555

15

NEWMONT MINING CORPORATION

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

NOTE 16 ACQUISITIONS

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

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

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

Assets:
Cash	$	2
Property, plant and mine development, net		3,208
Investments		281
Other assets		6
	$	3,497
Liabilities:
Deferred income tax liability	$	1,223
Other liabilities		15
		1,238
Net assets acquired	$	2,259

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

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

NOTE 17 FAIR VALUE ACCOUNTING

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

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

16

NEWMONT MINING CORPORATION

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

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

	Fair Value at June 30, 2011
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	36	$	36	$	—	$	—
Marketable equity securities:
Extractive industries		1,757		1,757		—		—
Other		6		6		—		—
Marketable debt securities:
Asset backed commercial paper		20		—		—		20
Corporate		9		9		—		—
Auction rate securities		5		—		—		5
Trade receivable from provisional copper and gold concentrate sales, net		306		306		—		—
Derivative instruments, net:
Foreign exchange forward contracts		376		—		376		—
Diesel forward contracts		11		—		11		—
	$	2,526	$	2,114	$	387	$	25
Liabilities:
Derivative instruments, net:
Forward starting swap contracts	$	11	$	—	$	11	$	—
Boddington contingent consideration		70		—		—		70
Holt property royalty		181		—		—		181
	$	262	$	—	$	11	$	251

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

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

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

The Company’s net trade receivable from provisional copper and gold concentrate sales, subject to final pricing, is valued using quoted market prices based on forward curves and, as such, is classified within Level 1 of the fair value hierarchy.

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

17

NEWMONT MINING CORPORATION

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

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

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

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

			Asset Backed				Boddington
	Auction Rate		Commercial				Contingent			Holt Property		Total
	Securities		Paper		Total Assets		Consideration			Royalty		Liabilities
Balance at beginning of period	$	5	$	19	$	24	$	83		$	—	$	83
Unrealized gain		—		1		1		—			—		—
Settlements		—		—		—		(13	)		—		(13	)
Valuation		—		—		—		—			181		181
Balance at end of period	$	5	$	20	$	25	$	70		$	181	$	251

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

NOTE 18 DERIVATIVE INSTRUMENTS

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

Cash Flow Hedges

The foreign currency, diesel and forward starting swap contracts are designated as cash flow hedges, and as such, the effective portion of unrealized changes in market value have been recorded in Accumulated other comprehensive income and are reclassified to income during the period in which the hedged transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Foreign Currency Contracts

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

18

NEWMONT MINING CORPORATION

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

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

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

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

Diesel Fixed Forward Contracts

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

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

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

Forward Starting Swap Contracts

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

19

NEWMONT MINING CORPORATION

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

Fair Value Hedges

Interest Rate Swap Contracts

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

Derivative Instrument Fair Values

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

	Fair Value
	At June 30, 2011
	Other				Other		Other Long-
	Current		Other Long-		Current		Term
	Assets		Term Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
A$ operating fixed forward contracts	$	204	$	165	$	1	$	—
A$ Akyem capital fixed forward contracts		—		—		—		—
NZ$ operating fixed forward contracts		7		1		—		—
Diesel fixed forward contracts		11		1		1		—
Forward starting swap contracts		4		—		15		—
Total derivative instruments (Note 22)	$	226	$	167	$	17	$	—

	Fair Value
	At December 31, 2010
	Other				Other		Other Long-
	Current		Other Long-		Current		Term
	Assets		Term Assets		Liabilities		Liabilities
Foreign currency exchange contracts:
A$ operating fixed forward contracts	$	181		114		—		—
NZ$ operating fixed forward contracts		5		1		—		—
Diesel fixed forward contracts		7		1		—		—
Interest rate swap contracts		3		—		—		—
Total derivative instruments (Note 22)	$	196	$	116	$	—	$	—

20

NEWMONT MINING CORPORATION

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

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

	Foreign Currency Exchange
	Contracts					Diesel Forward Contracts
	2011		2010			2011			2010
For the three months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	126	$	(99	)	$	(5	)	$	(6	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) (1)		49		21			5			1
For the six months ended June 30,
Cash flow hedging relationships:
Gain (loss) recognized in other comprehensive income (effective portion)	$	193	$	(58	)	$	10		$	(5	)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion) (1)		91		45			9			2

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

	Interest Rate						8 5/8% Debentures
	Swap Contracts						(Hedged Portion)
	2011			2010			2011			2010
For the three months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	1		$	1		$	(1	)	$	2
Gain (loss) recognized in income (ineffective portion) (2)		(1	)		(2	)		—			1
For the six months ended June 30,
Fair value hedging relationships:
Gain (loss) recognized in income (effective portion) (1)	$	3		$	3		$	(6	)	$	2
Gain (loss) recognized in income (ineffective portion) (2)		(2	)		(2	)		—			1

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

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

Provisional Copper and Gold Sales

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

21

NEWMONT MINING CORPORATION

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

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

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

NOTE 19 INVESTMENTS

	At June 30, 2011
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
Paladin Energy Ltd.	$	208	$	—	$	(67	)	$	141
Other		28		36		(2	)		62
	$	236	$	36	$	(69	)	$	203
Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	26	$	—	$	(6	)	$	20
Auction rate securities		7		—		(2	)		5
Corporate		7		2		—			9
		40		2		(8	)		34
Marketable Equity Securities:
Canadian Oil Sands Ltd.		320		570		—			890
Gabriel Resources Ltd.		80		270		—			350
Regis Resources Ltd.		23		163		—			186
Other		125		29		(20	)		134
		548		1,032		(20	)		1,560
Other investments, at cost		9		—		—			9
Investment in Affiliates:
La Zanja		72		—		—			72
	$	669	$	1,034	$	(28	)	$	1,675

22

NEWMONT MINING CORPORATION

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

	At December 31, 2010
	Cost/Equity		Unrealized					Fair/Equity
	Basis		Gain		Loss			Basis
Current:
Marketable Equity Securities:
New Gold Inc.	$	5	$	54	$	—		$	59
Other		19		35		—			54
	$	24	$	89	$	—		$	113
Long-term:
Marketable Debt Securities:
Asset backed commercial paper	$	25	$	—	$	(6	)	$	19
Auction rate securities		7		—		(2	)		5
Corporate		7		3		—			10
		39		3		(8	)		34
Marketable Equity Securities:
Canadian Oil Sands Ltd.		308		508		—			816
Gabriel Resources Ltd.		78		325		—			403
Regis Resources Ltd.		23		148		—			171
Other		39		37		—			76
		448		1,018		—			1,466
Other investments, at cost		11		—		—			11
Investment in Affiliates:
La Zanja		57		—		—			57
	$	555	$	1,021	$	(8	)	$	1,568

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

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

23

NEWMONT MINING CORPORATION

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

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

	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At June 30, 2011	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Marketable equity securities	$	62	$	22	$	—	$	—	$	62	$	22
Paladin Energy Ltd.		141		67		—		—		141		67
Asset backed commercial paper		—		—		20		6		20		6
Auction rate securities		—		—		5		2		5		2
	$	203	$	89	$	25	$	8	$	228	$	97

	Less than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
At December 31, 2010	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Asset backed commercial paper	$	—	$	—	$	19	$	6	$	19	$	6
Auction rate securities		—		—		5		2		5		2
	$	—	$	—	$	24	$	8	$	24	$	8

Included in the tables above are the unrealized losses of $97 and $8 at June 30, 2011 and December 31, 2010, respectively, related to the Company’s investments in asset backed commercial paper, auction rate securities and marketable equity securities as listed in the tables above. While the fair values of these investments are below their respective cost, the Company views these declines as temporary. The Company intends to hold its investment in auction rate securities and asset backed commercial paper until maturity or such time that the market recovers and therefore considers these losses temporary.

NOTE 20 INVENTORIES

	At June 30,		At December 31,
	2011		2010
In-process	$	101	$	142
Concentrate		110		111
Precious metals		15		4
Materials, supplies and other		445		401
	$	671	$	658

24

NEWMONT MINING CORPORATION

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

NOTE 21 STOCKPILES AND ORE ON LEACH PADS

	At June 30,		At December 31,
	2011		2010
Current:
Stockpiles	$	443	$	389
Ore on leach pads		253		228
	$	696	$	617
Long-term:
Stockpiles	$	1,640	$	1,397
Ore on leach pads		310		360
	$	1,950	$	1,757

	At June 30,		At December 31,
	2011		2010
Stockpiles and ore on leach pads:
Nevada	$	497	$	479
La Herradura		9		6
Yanacocha		503		496
Boddington		357		248
Batu Hijau		995		879
Other Australia/New Zealand		152		145
Ahafo		133		121
	$	2,646	$	2,374

NOTE 22 OTHER ASSETS

	At June 30,		At December 31,
	2011		2010
Other current assets:
Refinery metal inventory and receivable	$	1,166	$	617
Derivative instruments		226		196
Prepaid assets		141		65
Other		80		84
	$	1,613	$	962
Other long-term assets:
Goodwill	$	188	$	188
Income tax receivable		176		119
Derivative instruments		167		116
Intangible assets		151		91
Debt issuance costs		62		39
Restricted cash		26		25
Other receivables		19		19
Other		157		144
	$	946	$	741

25

NEWMONT MINING CORPORATION

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

NOTE 23 DEBT

	At June 30, 2011				At December 31, 2010
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	28	$	106	$	30	$	134
8 5/8% debentures, net of discount (due 2011)		—		—		217		—
2012 convertible senior notes, net of discount		501		—		—		488
2014 convertible senior notes, net of discount		—		500		—		489
2017 convertible senior notes, net of discount		—		443		—		434
2019 senior notes, net of discount		—		896		—		896
2035 senior notes, net of discount		—		598		—		598
2039 senior notes, net of discount		—		1,087		—		1,087
Corporate revolving credit facility		—		90		—		—
Ahafo project facility		10		50		10		55
Other capital leases		—		1		2		1
	$	539	$	3,771	$	259	$	4,182

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

Corporate Revolving Credit Facility

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

Subsidiary Financings

PTNNT Revolving Credit Facility

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

26

NEWMONT MINING CORPORATION

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

NOTE 24 OTHER LIABILITIES

	At June 30,		At December 31,
	2011		2010
Other current liabilities:
Refinery metal payable	$	1,166	$	617
Accrued operating costs		249		217
Accrued capital expenditures		156		83
Taxes other than income and mining		105		135
Reclamation and remediation liabilities		62		64
Interest		57		66
Royalties		44		90
Boddington contingent consideration		42		32
Deferred income tax		18		54
Holt property royalty		14		—
Other		85		60
	$	1,998	$	1,418
Other long-term liabilities:
Holt property royalty	$	167	$	40
Power supply agreements		47		45
Income and mining taxes		29		36
Boddington contingent consideration		28		51
Other		43		49
	$	314	$	221

NOTE 25 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

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

	Six Months Ended June 30,
	2011			2010
Decrease (increase) in operating assets:
Trade and accounts receivable	$	121		$	74
Inventories, stockpiles and ore on leach pads		(230	)		(187	)
EGR refinery assets		(437	)		138
Other assets		(67	)		(30	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		(349	)		(90	)
EGR refinery liabilities		437			(138	)
Reclamation liabilities		(15	)		(18	)
	$	(540	)	$	(251	)

27

NEWMONT MINING CORPORATION

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

NOTE 26 SUPPLEMENTAL CASH FLOW INFORMATION

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

NOTE 27 CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

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

	Three Months Ended June 30, 2011
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,468		$	916		$	—		$	2,384
Costs and expenses
Costs applicable to sales (1)		—			551			375			(9	)		917
Amortization		—			156			94			—			250
Reclamation and remediation		—			37			6			—			43
Exploration		—			47			42			—			89
Advanced projects, research and development		—			41			46			(1	)		86
General and administrative		—			39			1			10			50
Other expense, net		—			67			20			—			87
		—			938			584			—			1,522
Other income (expense)
Other income, net		(2	)		41			9			—			48
Interest income — intercompany		40			2			2			(44	)		—
Interest expense — intercompany		(3	)		—			(41	)		44			—
Interest expense, net		(59	)		(3	)		(1	)		—			(63	)
		(24	)		40			(31	)		—			(15	)
Income before income and mining tax and other items		(24	)		570			301			—			847
Income and mining tax expense		5			(111	)		(81	)		—			(187	)
Equity income (loss) of affiliates		406			2			50			(458	)		—
Income from continuing operations		387			461			270			(458	)		660
Loss from discontinued operations		—			7			(143	)		—			(136	)
Net income		387			468			127			(458	)		524
Net income attributable to noncontrolling interests		—			(173	)		30			6			(137	)
Net income attributable to Newmont stockholders	$	387		$	295		$	157		$	(452	)	$	387

⁽¹⁾ Excludes Amortization and Reclamation and remediation.

28

NEWMONT MINING CORPORATION

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

	Three Months Ended June 30, 2010
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	1,410		$	743		$	—		$	2,153
Costs and expenses
Costs applicable to sales (1)		—			519			335			(6	)		848
Amortization		—			143			89			(1	)		231
Reclamation and remediation		—			10			3			—			13
Exploration		—			32			21			—			53
Advanced projects, research and development		—			25			32			—			57
General and administrative		—			37			—			6			43
Other expense, net		—			39			21			1			61
		—			805			501			—			1,306
Other income (expense)
Other income, net		—			13			31			—			44
Interest income — intercompany		35			2			1			(38	)		—
Interest expense — intercompany		(3	)		—			(35	)		38			—
Interest expense, net		(64	)		(4	)		(1	)		—			(69	)
		(32	)		11			(4	)		—			(25	)
Income before income and mining tax and other items		(32	)		616			238			—			822
Income and mining tax expense		9			(227	)		(65	)		—			(283	)
Equity income (loss) of affiliates		405			1			63			(471	)		(2	)
Net income (loss)		382			390			236			(471	)		537
Net loss (income) attributable to noncontrolling interests		—			(185	)		(10	)		40			(155	)
Net income (loss) attributable to Newmont stockholders	$	382		$	205		$	226		$	(431	)	$	382

⁽¹⁾ Excludes Amortization and Reclamation and remediation.

29

NEWMONT MINING CORPORATION

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

	Six Months Ended June 30, 2011
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	2,986		$	1,863		$	—		$	4,849
Costs and expenses
Costs applicable to sales (1)		—			1,117			759			(19	)		1,857
Amortization		—			315			191			—			506
Reclamation and remediation		—			48			9			—			57
Exploration		—			81			70			—			151
Advanced projects, research and development		—			68			87			(1	)		154
General and administrative		—			73			2			20			95
Other expense, net		—			121			39			—			160
		—			1,823			1,157			—			2,980
Other income (expense)
Other income, net		(8	)		67			20			—			79
Interest income — intercompany		76			4			4			(84	)		—
Interest expense — intercompany		(6	)		—			(78	)		84			—
Interest expense, net		(113	)		(12	)		(3	)		—			(128	)
		(51	)		59			(57	)		—			(49	)
Income before income and mining tax and other items		(51	)		1,222			649			—			1,820
Income and mining tax expense		15			(319	)		(188	)		—			(492	)
Equity income (loss) of affiliates		937			3			139			(1,077	)		2
Income from continuing operations		901			906			600			(1,077	)		1,330
Loss from discontinued operations		—			7			(143	)		—			(136	)
Net income		901			913			457			(1,077	)		1,194
Net income attributable to noncontrolling interests		—			(365	)		10			62			(293	)
Net income attributable to Newmont stockholders	$	901		$	548		$	467		$	(1,015	)	$	901

⁽¹⁾ Excludes Amortization and Reclamation and remediation.

30

NEWMONT MINING CORPORATION

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

	Six Months Ended June 30, 2010
													Newmont
	Newmont												Mining
	Mining			Newmont			Other						Corporation
Condensed Consolidating Statement of Income	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Sales	$	—		$	3,002		$	1,393		$	—		$	4,395
Costs and expenses
Costs applicable to sales (1)		—			1,064			664			(11	)		1,717
Amortization		—			286			170			(1	)		455
Reclamation and remediation		—			19			7			—			26
Exploration		—			56			40			—			96
Advanced projects, research and development		—			54			49			—			103
General and administrative		—			75			1			12			88
Other expense, net		—			115			35			—			150
		—			1,669			966			—			2,635
Other income (expense)
Other income, net		—			14			78			—			92
Interest income — intercompany		71			4			2			(77	)		—
Interest expense — intercompany		(5	)		—			(72	)		77			—
Interest expense, net		(126	)		(16	)		(2	)		—			(144	)
		(60	)		2			6			—			(52	)
Income before income and mining tax and other items		(60	)		1,335			433			—			1,708
Income and mining tax expense		150			(466	)		(108	)		—			(424	)
Equity income (loss) of affiliates		838			1			130			(973	)		(4	)
Net income (loss)		928			870			455			(973	)		1,280
Net loss (income) attributable to noncontrolling interests		—			(428	)		(5	)		81			(352	)
Net income (loss) attributable to Newmont stockholders	$	928		$	442		$	450		$	(892	)	$	928

⁽¹⁾ Excludes Amortization and Reclamation and remediation.

31

NEWMONT MINING CORPORATION

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

	Six Months Ended June 30, 2011
													Newmont
	Newmont												Mining
Condensed Consolidating Statement	Mining			Newmont			Other						Corporation
of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	901		$	913		$	457		$	(1,077	)	$	1,194
Adjustments		39			362			(729	)		1,077			749
Net change in operating assets and liabilities		(27	)		(509	)		(4	)		—			(540	)
Net cash provided from (used in) continuing operations		913			766			(276	)		—			1,403
Net cash used in discontinued operations		—			—			(2	)		—			(2	)
Net cash provided from (used in) operations		913			766			(278	)		—			1,401
Investing activities:
Additions to property, plant and mine development		—			(671	)		(349	)		—			(1,020	)
Proceeds from sale of marketable securities		—			55			—			—			55
Purchases of marketable securities		—			—			(15	)		—			(15	)
Acquisitions, net		—			—			(2,291	)		—			(2,291	)
Proceeds from sale of other assets		—			(56	)		62			—			6
Other		—			—			(15	)		—			(15	)
Net cash used in investing activities		—			(672	)		(2,608	)		—			(3,280	)
Financing activities:
Net borrowings (repayments)		83			(276	)		(5	)		—			(198	)
Net intercompany borrowings (repayments)		(831	)		(2,018	)		2,849			—			—
Dividends paid to common stockholders		(173	)		—			—			—			(173	)
Dividends paid to noncontrolling interests		—			(17	)		—			—			(17	)
Proceeds from stock issuance, net		8			—			—			—			8
Change in restricted cash and other		—			1			(1	)		—			—
Net cash provided from (used in) financing activities		(913	)		(2,310	)		2,843			—			(380	)
Effect of exchange rate changes on cash		—			1			57			—			58
Net change in cash and cash equivalents		—			(2,215	)		14			—			(2,201	)
Cash and cash equivalents at beginning of period		—			3,877			179			—			4,056
Cash and cash equivalents at end of period	$	—		$	1,662		$	193		$	—		$	1,855

32

NEWMONT MINING CORPORATION

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

	Six Months Ended June 30, 2010
													Newmont
	Newmont												Mining
Condensed Consolidating Statement	Mining			Newmont			Other						Corporation
of Cash Flows	Corporation			USA			Subsidiaries			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	928		$	870		$	455		$	(973	)	$	1,280
Adjustments		(115	)		319			(725	)		973			452
Net change in operating assets and liabilities		(2	)		(160	)		(89	)		—			(251	)
Net cash provided from (used in) continuing operations		811			1,029			(359	)		—			1,481
Net cash used in discontinued operations		—			(13	)		—			—			(13	)
Net cash provided from (used in) operations		811			1,016			(359	)		—			1,468
Investing activities:
Additions to property, plant and mine development		—			(283	)		(345	)		—			(628	)
Proceeds from sale of marketable securities		—			—			1			—			1
Purchases of marketable securities		—			—			(7	)		—			(7	)
Proceeds from sale of other assets		—			8			44			—			52
Other		—			—			(23	)		—			(23	)
Net cash used in investing activities		—			(275	)		(330	)		—			(605	)
Financing activities:
Net repayments		—			(257	)		(6	)		—			(263	)
Net intercompany borrowings (repayments)		(751	)		(23	)		855			(81	)		—
Sale of noncontrolling interests		—			229			—			—			229
Acquisition of noncontrolling interests		—			—			(109	)		—			(109	)
Dividends paid to common stockholders		(98	)		—			—			—			(98	)
Dividends paid to noncontrolling interests		—			(388	)		—			81			(307	)
Proceeds from stock issuance, net		30			—			—			—			30
Change in restricted cash and other		—			48			—			—			48
Net cash provided from (used in) financing activities		(819	)		(391	)		740			—			(470	)
Effect of exchange rate changes on cash		—			—			(6	)		—			(6	)
Net change in cash and cash equivalents		(8	)		350			45			—			387
Cash and cash equivalents at beginning of period		8			3,067			140			—			3,215
Cash and cash equivalents at end of period	$	—		$	3,417		$	185		$	—		$	3,602

33

NEWMONT MINING CORPORATION

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

	At June 30, 2011
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Condensed Consolidating Balance Sheet	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	1,662		$	193		$	—		$	1,855
Trade receivables		—		355			63			—			418
Accounts receivable		1,608		2,497			1,356			(5,326	)		135
Investments		141		16			46			—			203
Inventories		—		363			308			—			671
Stockpiles and ore on leach pads		—		591			105			—			696
Deferred income tax assets		3		254			51			—			308
Other current assets		6		144			1,463			—			1,613
Current assets		1,758		5,882			3,585			(5,326	)		5,899
Property, plant and mine development, net		—		5,687			10,997			(21	)		16,663
Investments		—		22			1,653			—			1,675
Investments in subsidiaries		16,569		33			2,692			(19,294	)		—
Stockpiles and ore on leach pads		—		1,413			537			—			1,950
Deferred income tax assets		661		685			159			—			1,505
Other long-term assets		2,617		653			829			(3,153	)		946
Total assets	$	21,605	$	14,375		$	20,452		$	(27,794	)	$	28,638
Liabilities
Debt	$	501	$	28		$	10		$	—		$	539
Accounts payable		3,008		920			1,877			(5,315	)		490
Employee-related benefits		—		159			70			—			229
Income and mining taxes		—		15			169			—			184
Other current liabilities		66		388			3,517			(1,973	)		1,998
Current liabilities		3,575		1,510			5,643			(7,288	)		3,440
Debt		3,614		107			50			—			3,771
Reclamation and remediation liabilities		—		719			313			—			1,032
Deferred income tax liabilities		6		554			2,175			—			2,735
Employee-related benefits		5		255			93			—			353
Other long-term liabilities		389		47			3,053			(3,175	)		314
Total liabilities		7,589		3,192			11,327			(10,463	)		11,645
Equity
Preferred stock		—		—			61			(61	)		—
Common stock		780		—			—			—			780
Additional paid-in capital		8,018		2,721			6,991			(9,400	)		8,330
Accumulated other comprehensive income		1,310		(107	)		1,545			(1,438	)		1,310
Retained earnings		3,908		5,394			(637	)		(4,757	)		3,908
Newmont stockholders’ equity		14,016		8,008			7,960			(15,656	)		14,328
Noncontrolling interests		—		3,175			1,165			(1,675	)		2,665
Total equity		14,016		11,183			9,125			(17,331	)		16,993
Total liabilities and equity	$	21,605	$	14,375		$	20,452		$	(27,794	)	$	28,638

34

NEWMONT MINING CORPORATION

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

	At December 31, 2010
												Newmont
	Newmont											Mining
	Mining		Newmont			Other						Corporation
Condensed Consolidating Balance Sheet	Corporation		USA			Subsidiaries			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—	$	3,877		$	179		$	—		$	4,056
Trade receivables		—		501			81			—			582
Accounts receivable		2,222		802			265			(3,201	)		88
Investments		—		72			41			—			113
Inventories		—		388			270			—			658
Stockpiles and ore on leach pads		—		513			104			—			617
Deferred income tax assets		—		170			7			—			177
Other current assets		—		77			885			—			962
Current assets		2,222		6,400			1,832			(3,201	)		7,253
Property, plant and mine development, net		—		5,364			7,562			(19	)		12,907
Investments		—		25			1,543			—			1,568
Investments in subsidiaries		12,295		35			1,909			(14,239	)		—
Stockpiles and ore on leach pads		—		1,347			410			—			1,757
Deferred income tax assets		638		690			109			—			1,437
Other long-term assets		2,675		496			584			(3,014	)		741
Total assets	$	17,830	$	14,357		$	13,949		$	(20,473	)	$	25,663
Liabilities
Debt	$	—	$	249		$	10		$	—		$	259
Accounts payable		355		1,269			1,996			(3,193	)		427
Employee-related benefits		—		222			66			—			288
Income and mining taxes		19		261			75			—			355
Other current liabilities		56		373			2,959			(1,970	)		1,418
Current liabilities		430		2,374			5,106			(5,163	)		2,747
Debt		3,991		135			56			—			4,182
Reclamation and remediation liabilities		—		676			308			—			984
Deferred income tax liabilities		—		513			975			—			1,488
Employee-related benefits		5		244			76			—			325
Other long-term liabilities		375		56			2,824			(3,034	)		221
Total liabilities		4,801		3,998			9,345			(8,197	)		9,947
Equity
Preferred stock		—		—			61			(61	)		—
Common stock		778		—			—			—			778
Additional paid-in capital		7,963		2,722			3,894			(6,300	)		8,279
Accumulated other comprehensive income		1,108		(75	)		1,180			(1,105	)		1,108
Retained earnings		3,180		4,850			(1,109	)		(3,741	)		3,180
Newmont stockholders’ equity		13,029		7,497			4,026			(11,207	)		13,345
Noncontrolling interests		—		2,862			578			(1,069	)		2,371
Total equity		13,029		10,359			4,604			(12,276	)		15,716
Total liabilities and equity	$	17,830	$	14,357		$	13,949		$	(20,473	)	$	25,663

35

NEWMONT MINING CORPORATION

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

NOTE 28 COMMITMENTS AND CONTINGENCIES

General

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

Operating Segments

The Company’s operating segments are identified in Note 3. Except as noted in this paragraph, all of the Company’s commitments and contingencies specifically described in this Note 28 relate to the Corporate and Other reportable segment. The PT Newmont Minahasa Raya and PTNNT matters relate to the Asia Pacific reportable segment. The Yanacocha matters relate to the South America reportable segment.

Environmental Matters

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

Estimated future reclamation costs are based principally on legal and regulatory requirements. At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation costs relating to currently or recently producing mineral properties in accordance with asset retirement obligation guidance. The current portions of $43 and $46 at June 30, 2011 and December 31, 2010, respectively, are included in Other current liabilities.

In addition, the Company is involved in several matters concerning environmental obligations associated with former mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. The Company believes that the related environmental obligations associated with these sites are similar in nature with respect to the development of remediation plans, their risk profile and the compliance required to meet general environmental standards. Based upon the Company’s best estimate of its liability for these matters, $172 and $144 were accrued for such obligations at June 30, 2011 and December 31, 2010, respectively. These amounts are included in Other current liabilities and Reclamation and remediation liabilities. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible that the liability for these matters could be as much as 137% greater or 3% lower than the amount accrued at June 30, 2011. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.

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

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

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

36

NEWMONT MINING CORPORATION

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

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

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

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

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

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

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

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

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

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

37

NEWMONT MINING CORPORATION

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

Newmont USA Limited — 100% Newmont Owned

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

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

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

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

Other Legal Matters

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

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

Additional lawsuits relating to the Choropampa incident were filed against Yanacocha in the local courts of Cajamarca, Peru, in May 2002 by over 900 Peruvian citizens. A significant number of the plaintiffs in these lawsuits entered into settlement agreements with Yanacocha prior to filing such claims. In April 2008, the Peruvian Supreme Court upheld the validity of these settlement agreements, which the Company expects to result in the dismissal of all claims brought by previously settled plaintiffs. Yanacocha has also entered into settlement agreements with approximately 350 additional plaintiffs. The claims asserted by approximately 200 plaintiffs remain. In 2011, Yanacocha was served with 22 complaints alleging grounds to nullify the settlements entered between Yanacocha and the plaintiffs. Yanacocha has answered the complaints and will continue to vigorously defend its position. Neither the Company nor Yanacocha can reasonably estimate the ultimate loss relating to such claims.

38

NEWMONT MINING CORPORATION

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

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

Under the Batu Hijau Contract of Work, beginning in 2006 and continuing through 2010, a portion of PTNNT’s shares were required to be offered for sale, first, to the Indonesian government or, second, to Indonesian nationals, equal to the difference between the following percentages and the percentage of shares already owned by the Indonesian government or Indonesian nationals (if such number is positive): 23% by March 31, 2006; 30% by March 31, 2007; 37% by March 31, 2008; 44% by March 31, 2009; and 51% by March 31, 2010. As PT Pukuafu Indah (“PTPI”) , an Indonesian national, owned a 20% interest in PTNNT at all relevant times, in 2006, a 3% interest was required to be offered for sale and, in each of 2007 through 2010, an additional 7% interest was required to be offered (for an aggregate 31% interest). The price at which such interests were to be offered for sale to the Indonesian parties is the highest of the then-current replacement cost, the price at which shares would be accepted for listing on the Indonesian Stock Exchange, or the fair market value of such interest as a going concern, as agreed with the Indonesian government.

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

An international arbitration panel (the “Panel”) was appointed to resolve these claims and other claims that had arisen in relation to divestment and a hearing was held in Jakarta in December 2008. On March 31, 2009, the Panel issued its final award and decision on the matter. In its decision, the Panel determined that PTNNT’s foreign shareholders had not complied with the divestiture procedure required by the Contract of Work in 2006 and 2007, but the Panel ruled that the Indonesian government was not entitled to immediately terminate the Contract of Work and rejected the Indonesian government’s claim for damages. The Panel granted PTNNT 180 days from the date of notification of the final award to effect transfer of the 2006 3% interest and the 2007 7% interest in PTNNT to the local governments or their respective nominees. The Panel also applied a 180-day cure period to the 2008 7% interest, requiring that PTNNT effect the offer of the 2008 7% interest to the Indonesian government or its nominee within such 180-day period, and ensure the transfer of such shares if, after agreement on the transfer price, the Indonesian government invoked its right of first refusal under the Contract of Work. On July 14, 2009, the Company reached agreement with the Indonesian government on the price of the 2008 7% interest and the 2009 7% interest. PTNNT effected the reoffer of the 2008 7% interest and the 2009 7% interest to the Indonesian government at this newly agreed price. In November and December 2009, sale agreements were concluded pursuant to which the 2006, 2007 and 2008 shares were transferred to PT Multi Daerah Bersaing (“PTMDB”), the nominee of the local governments, and the 2009 shares were transferred to PTMDB in February 2010, resulting in PTMDB owning a 24% interest in PTNNT.

On December 17, 2010, the Ministry of Energy & Mineral Resources, acting on behalf of the Indonesian government, accepted the offer to acquire the final 7% interest in PTNNT. Subsequently, the Indonesian government designated Pusat Investasi Pemerintah (“PIP”), an agency of the Ministry of Finance, as the entity that will buy the final stake. On May 6, 2011, PIP and the foreign shareholders entered into a definitive agreement for the sale and purchase of the final 7% divestiture stake. Closing of the transaction is pending receipt of approvals from certain Indonesian government ministries. Further disputes may arise in regard to the divestiture of the 2010 shares.

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

39

NEWMONT MINING CORPORATION

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

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

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

PT Pukuafu Indah Litigation

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

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

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

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

40

NEWMONT MINING CORPORATION

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

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

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

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

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

NWG Investments Inc. v. Fronteer Gold, Inc.

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

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

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

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

41

NEWMONT MINING CORPORATION

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

Other Commitments and Contingencies

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

The Company has minimum royalty obligations on one of its producing mines in Nevada for the life of the mine. Amounts paid as a minimum royalty (where production royalties are less than the minimum obligation) in any year are recoverable in future years when the minimum royalty obligation is exceeded. Although the minimum royalty requirement may not be met in a particular year, the Company expects that over the mine life, gold production will be sufficient to meet the minimum royalty requirements. Minimum royalty payments payable are $28 in 2011, $28 in 2012 through 2015 and $251 thereafter.

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At June 30, 2011 and December 31, 2010, there were $1,365 and $1,191, respectively, of outstanding letters of credit, surety bonds and bank guarantees. The surety bonds, letters of credit and bank guarantees reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the market place. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. However, the Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise.

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

NOTE 29 SUPPLEMENTARY DATA

Ratio of Earnings to Fixed Charges

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

42

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

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont,” the “Company,” “our” and “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of each of the non-GAAP financial measures used in this MD&A, please see the discussion under “Non-GAAP Financial Performance Measures” beginning on page 60. References to “A$” refer to Australian currency, “C$” to Canadian currency, “NZ$” to New Zealand currency and “$” to United States currency.

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

Overview

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

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

Delivered strong operating performance

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

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

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

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

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

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

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

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

43

Advancing our project pipeline

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

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

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

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

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

Gold price-linked dividend

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

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

44

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

Selected Financial and Operating Results

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Sales	$	2,384	$	2,153	$	4,849	$	4,395
Income from continuing operations	$	660	$	537	$	1,330	$	1,280
Net income	$	524	$	537	$	1,194	$	1,280
Net income attributable to Newmont stockholders	$	387	$	382	$	901	$	928
Per common share, basic:
Income from continuing operations attributable to Newmont stockholders	$	1.06	$	0.78	$	2.10	$	1.89
Net income attributable to Newmont stockholders	$	0.78	$	0.78	$	1.82	$	1.89
Adjusted net income (1)	$	445	$	377	$	958	$	786
Adjusted net income per share (1)	$	0.90	$	0.77	$	1.94	$	1.60
Consolidated gold ounces (thousands)
Produced (2)		1,398		1,557		2,914		3,173
Sold		1,391		1,546		2,869		3,127
Consolidated copper pounds (millions)
Produced (3)		74		148		176		307
Sold		79		128		184		275
Average price received, net:
Gold (per ounce)	$	1,501	$	1,200	$	1,440	$	1,152
Copper (per pound)	$	3.78	$	2.33	$	3.91	$	2.87
Costs applicable to sales:
Gold (per ounce)	$	583	$	485	$	570	$	481
Copper (per pound)	$	1.34	$	0.77	$	1.21	$	0.78

(1)	See “Non-GAAP Financial Measures” on page 60.
(2)	Contained basis (Attributable production after smelter recoveries were 1,223 and 1,292 thousand gold ounces for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 2,561 and 2,619 thousand gold ounces for first half 2011 and 2010, respectively).
(3)	Contained basis (Attributable production after smelter recoveries were 43 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 97 and 163 million copper pounds for first half 2011 and 2010, respectively).

Consolidated Financial Results

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

45

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Consolidated gold sales:
Gross before provisional pricing	$	2,089		$	1,845		$	4,139		$	3,604
Provisional pricing mark-to-market gain		10			20			18			22
Gross after provisional pricing		2,099			1,865			4,157			3,626
Less: Treatment and refining charges		(11	)		(10	)		(26	)		(23	)
Net	$	2,088		$	1,855		$	4,131		$	3,603
Consolidated gold ounces sold (thousands):		1,391			1,546			2,869			3,127
Average realized gold price (per ounce):
Gross before provisional pricing	$	1,502		$	1,193		$	1,443		$	1,152
Provisional pricing mark-to-market gain		7			13			6			7
Gross after provisional pricing		1,509			1,206			1,449			1,159
Less: Treatment and refining charges		(8	)		(6	)		(9	)		(7	)
Net	$	1,501		$	1,200		$	1,440		$	1,152

The change in consolidated gold sales is due to:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2011 vs. 2010			2011 vs. 2010
Decrease in consolidated ounces sold	$	(187	)	$	(299	)
Increase in average realized gold price		421			830
Increase in treatment and refining charges		(1	)		(3	)
	$	233		$	528

46

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Consolidated copper sales:
Gross before provisional pricing	$	330		$	401		$	791		$	894
Provisional pricing mark-to-market loss		(16	)		(79	)		(28	)		(48	)
Gross after provisional pricing		314			322			763			846
Less: Treatment and refining charges		(18	)		(24	)		(45	)		(54	)
Net	$	296		$	298		$	718		$	792
Consolidated copper pounds sold (millions)		79			128			184			275
Average realized copper price (per pound):
Gross before provisional pricing	$	4.22		$	3.13		$	4.31		$	3.24
Provisional pricing mark-to-market loss		(0.21	)		(0.62	)		(0.16	)		(0.17	)
Gross after provisional pricing		4.01			2.51			4.15			3.07
Less: Treatment and refining charges		(0.23	)		(0.18	)		(0.24	)		(0.20	)
Net	$	3.78		$	2.33		$	3.91		$	2.87

The change in consolidated copper sales is due to:

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2011 vs. 2010			2011 vs. 2010
Decrease in consolidated pounds sold	$	(127	)	$	(282	)
Increase in average realized copper price		119			199
Decrease in treatment and refining charges		6			9
	$	(2	)	$	(74	)

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Gold
North America:
Nevada	$	529	$	505	$	1,111	$	972
La Herradura		81		53		146		97
		610		558		1,257		1,069
South America:
Yanacocha		524		425		886		885
Asia Pacific:
Boddington		269		234		501		401
Batu Hijau		92		170		232		335
Other Australia/New Zealand		375		308		790		622
		736		712		1,523		1,358
Africa:
Ahafo		218		160		465		291
		2,088		1,855		4,131		3,603
Copper
Asia Pacific:
Batu Hijau		242		258		611		713
Boddington		54		40		107		79
		296		298		718		792
	$	2,384	$	2,153	$	4,849	$	4,395

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

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

48

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

	Costs Applicable								Costs Applicable
	to Sales				Amortization				to Sales				Amortization
	Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2011		2010		2011		2010		2011		2010		2011		2010
Gold
North America:
Nevada	$	224	$	246	$	56	$	64	$	496	$	497	$	128	$	126
La Herradura		27		19		5		5		45		32		9		8
		251		265		61		69		541		529		137		134
South America:
Yanacocha		190		139		66		40		343		293		119		77
Asia Pacific:
Boddington		117		113		31		34		217		193		59		56
Batu Hijau		30		42		7		12		64		76		14		22
Other Australia/New Zealand		158		136		31		24		324		293		66		56
		305		291		69		70		605		562		139		134
Africa:
Ahafo		65		55		20		19		145		119		42		36
		811		750		216		198		1,634		1,503		437		381
Copper
Asia Pacific:
Batu Hijau		79		73		18		19		168		165		38		46
Boddington		27		25		7		6		55		49		14		13
		106		98		25		25		223		214		52		59
Other
Hope Bay		—		—		4		3		—		—		7		6
Asia Pacific		—		—		—		1		—		—		1		1
Corporate and other		—		—		5		4		—		—		9		8
		—		—		9		8		—		—		17		15
	$	917	$	848	$	250	$	231	$	1,857	$	1,717	$	506	$	455

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

49

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17
	$	86	$	57	$	154	$	103

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

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

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

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

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

Income and mining tax expense during the second quarter of 2011 was $187 resulting in an effective tax rate of 22%. Income and mining tax expense during the second quarter of 2010 was $283 for an effective tax rate of 34%. The lower effective rate in 2011 resulted from the conversion of non-US tax-paying entities to entities currently subject to U.S. income tax and the change in the jurisdictional blend of our taxable income and the effect it has on the overall rate impact from percentage depletion. Income and mining tax expense during the first half of 2011 was $492 resulting in an effective tax rate of 27%. Income tax expense during the first half of 2010 was $424 for an effective tax rate of 25%. In the first half of 2010, a tax benefit of $127 was recorded in connection with conversion of non-U.S. tax-paying entities to entities currently subject to U.S. income tax resulting in an increase in net deferred tax assets. The effective tax rates are different from the United States statutory rate of 35% primarily due to the above mentioned tax benefits and U.S. percentage depletion. For a complete discussion of the factors that influence our effective tax rate, see Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations in Newmont’s Annual Report on Form 10-K for the year ended December 31, 2010 filed February 24, 2011. We expect the 2011 tax rate to be approximately 26% to 30%, assuming an average realized gold price of $1,450 per ounce.

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

Loss from discontinued operations includes the accrual of St. Andrew Goldfields Ltd.’s Holt property royalty in the second quarter of 2011. In 2009, the Superior Court issued a decision finding Newmont Canada Corporation (“Newmont Canada”) liable for a sliding scale royalty on production from the Holt property, which Newmont Canada appealed. In May 2011, the Ontario Court of Appeal upheld the Superior Court ruling resulting in a $136 charge, net of tax benefits of $7.

50

Results of Consolidated Operations

	Gold or Copper Produced(1)				Costs Applicable to Sales(2)				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
North America		410		463	$	620	$	570	$	151	$	149
South America		342		353		545		389		187		113
Asia Pacific		500		609		620		491		141		119
Africa		146		132		446		416		138		147
Total/Weighted-Average		1,398		1,557	$	583	$	485	$	155	$	129
Attributable to Newmont(3)(4)		1,228		1,298	$	588	$	507
Net Attributable to Newmont(4)					$	499	$	426

	(pounds in millions)			($ per pound)				($ per pound)
Copper
Asia Pacific		74	148	$	1.34	$	0.77	$	0.33	$	0.20
Attributable to Newmont(4)		44	80	$	1.41	$	0.86

	Gold or Copper Produced(1)				Costs Applicable to Sales(2)				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
North America		892		936	$	619	$	573	$	157	$	145
South America		630		776		561		380		194		100
Asia Pacific		1,060		1,209		570		475		131		113
Africa		332		252		449		475		129		146
Total/Weighted-Average		2,914		3,173	$	570	$	481	$	152	$	122
Attributable to Newmont(4)(5)		2,570		2,630	$	575	$	506
Net Attributable to Newmont(4)					$	467	$	385

	(pounds in millions)			($ per pound)				($ per pound)
Copper
Asia Pacific		176	307	$	1.21	$	0.78	$	0.28	$	0.21
Attributable to Newmont(4)		101	170	$	1.32	$	0.88

(1)	Contained basis (Attributable production after smelter recoveries were 1,223 and 1,292 thousand gold ounces and 43 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 2,561 and 2,619 thousand gold ounces and 97 and 163 million copper pounds for first half 2011 and 2010, respectively.)
(2)	Excludes Amortization and Reclamation and remediation.
(3)	Includes 18 and 4 thousand ounces in 2011 from our non-consolidated interests in La Zanja and Duketon, respectively.
(4)	See Non-GAAP Financial Measures on page 60.
(5)	Includes 30 and 8 thousand ounces in 2011 from our non-consolidated interests in La Zanja and Duketon, respectively.

Second quarter 2011 compared to 2010

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

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

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

51

First half 2011 compared to 2010

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

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

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

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

North America Operations

	Gold Ounces Produced				Costs Applicable to Sales(1)				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Nevada		357		420	$	636	$	584	$	159	$	153
La Herradura(2)		53		43		514		431		98		109
Total/Weighted-Average		410		463	$	620	$	570	$	151	$	149
Attributable to Newmont		410		463

	Gold Ounces Produced				Costs Applicable to Sales(1)				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Nevada		790		853	$	640	$	592	$	165	$	150
La Herradura(2)		102		83		456		389		95		102
Total/Weighted-Average		892		936	$	619	$	573	$	157	$	145
Attributable to Newmont		892		936

(1)	Excludes Amortization and Reclamation and remediation.
(2)	Our proportionately consolidated 44%.

Second quarter 2011 compared to 2010

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

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

First half 2011 compared to 2010

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

52

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

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

South America Operations

	Gold Ounces Produced				Costs Applicable to Sales(1)				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Yanacocha (51.35% owned)		342		353	$	545	$	389	$	187	$	113
Attributable to Newmont(2)		193		181

	Gold Ounces Produced				Costs Applicable to Sales(1)				Amortization
	2011		2010		2011		2010		2011		2010
	(in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Yanacocha (51.35% owned)		630		776	$	561	$	380	$	194	$	100
Attributable to Newmont(2)		353		398

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

Second quarter 2011 compared to 2010

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

First half 2011 compared to 2010

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

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

53

Asia Pacific Operations

	Gold or Copper
	Produced(1)				Costs Applicable to Sales(2)				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Three Months Ended June 30,
Gold
Boddington		205		184	$	641	$	582	$	173	$	177
Batu Hijau (3)		51		169		490		294		113		81
Other Australia/New Zealand		244		256		638		533		124		96
Total/Weighted-Average		500		609	$	620	$	491	$	141	$	119
Attributable to Newmont(4)		479		522

	(pounds in millions)			($ per pound)				($ per pound)
Copper
Boddington		16	15	$	1.94	$	1.55	$	0.52	$	0.40
Batu Hijau(3)		58	133		1.23		0.66		0.28		0.17
Total/Weighted-Average		74	148	$	1.34	$	0.77	$	0.33	$	0.20
Attributable to Newmont		44	80

	Gold or Copper
	Produced(1)				Costs Applicable to Sales(2)				Amortization
	2011		2010		2011		2010		2011		2010
	(ounces in thousands)				($ per ounce)				($ per ounce)
Six Months Ended June 30,
Gold
Boddington		370		342	$	620	$	560	$	170	$	163
Batu Hijau (3)		147		335		384		253		86		71
Other Australia/New Zealand		543		532		595		545		120		104
Total/Weighted-Average		1,060		1,209	$	570	$	475	$	131	$	113
Attributable to Newmont(4)		993		1,044

	(pounds in millions)			($ per pound)				($ per pound)
Copper
Boddington		30	29	$	2.06	$	1.80	$	0.53	$	0.47
Batu Hijau(3)		146	278		1.07		0.66		0.24		0.19
Total/Weighted-Average		176	307	$	1.21	$	0.78	$	0.28	$	0.21
Attributable to Newmont		101	170

(1)	Contained basis (Attributable production after smelter recoveries were 475 and 517 thousand gold ounces and 42 and 77 million copper pounds for second quarter 2011 and 2010, respectively. Attributable production after smelter recoveries were 985 and 1,034 thousand gold ounces and 97 and 163 million copper pounds for first half 2011 and 2010, respectively.)
(2)	Excludes Amortization and Reclamation and remediation.
(3)	Our economic interest in Batu Hijau was 48.5% for all periods presented except the first half of 2010 during which our interest was 50.66%.
(4)	Includes 4 and 8 thousand ounces in the second quarter and first half of 2011, respectively, from our 16.17% non-consolidated interest in Duketon.

Second quarter 2011 compared to 2010

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

54

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

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

First half 2011 compared to 2010

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

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

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

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

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

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

Africa Operations

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

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

⁽¹⁾ Excludes Amortization and Reclamation and remediation.

Second quarter 2011 compared to 2010

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

55

First half 2011 compared to 2010

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

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

Foreign Currency Exchange Rates

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

Liquidity and Capital Resources

Cash Provided from Operating Activities

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

56

Investing Activities

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

	Six Months Ended June 30,
	2011			2010
North America:
Nevada	$	228		$	117
Hope Bay		41			48
La Herradura		27			22
		296			187
South America:
Yanacocha		127			68
Conga		251			43
		378			111
Asia Pacific:
Boddington		75			81
Batu Hijau		88			33
Other Australia/New Zealand		134			71
Other Asia Pacific		4			3
		301			188
Africa:
Ahafo		37			51
Akyem		67			22
		104			73
Corporate and Other		18			11
Accrual basis		1,097			570
Decrease (increase) in accrued capital expenditures		(77	)		58
Cash basis	$	1,020		$	628

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

Capital expenditures in North America during the first half of 2010 were primarily related to the Hope Bay Project, the Turf/Leeville and Exodus underground projects in Nevada, and sustaining mine development. Capital expenditures in South America were primarily related to Conga and leach pad development and equipment purchases at Yanacocha. The majority of capital expenditures in Asia Pacific were for surface and underground development, mining equipment, and infrastructure improvements. Capital expenditures in Africa were primarily related to Akyem, Amoma, and Subika expansion projects, tailings dam construction and sustaining mine development at Ahafo.

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

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

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

57

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

Financing Activities

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

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

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

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

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

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

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

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

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

Discontinued Operations

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

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Off-Balance Sheet Arrangements

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

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

	2011		2012		2013		2014		2015		Thereafter
Batu Hijau		527		450		430		518		—		—
Boddington		132		259		243		254		231		672
Nevada		61		75		—		—		—		—
		720		784		673		772		231		672

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation costs relating to currently or recently producing mineral properties.

In addition, we are involved in several matters concerning environmental obligations associated with former mining activities. Based upon our best estimate of our liability for these matters, $172 and $144 were accrued for such obligations at June 30, 2011 and December 31, 2010, respectively. We spent $8 and $8 during the first half of 2011 and 2010, respectively, for environmental obligations related to the former, primarily historic, mining activities and have classified $19 as a current liability at June 30, 2011.

During the first half of 2011 and 2010, capital expenditures were approximately $55 and $36, respectively, to comply with environmental regulations. Ongoing costs to comply with environmental regulations have not been a significant component of operating costs.

For more information on the Company’s reclamation and remediation liabilities, see Notes 4 and 28 to the Condensed Consolidated Financial Statements.

Accounting Developments

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

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Non-GAAP Financial Measures

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

Adjusted net income

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net income attributable to Newmont stockholders	$	387		$	382		$	901		$	928
Fronteer acquisition costs		17			—			18			—
PTNNT community contribution		—			—			—			13
Asset sales/impairments		(30	)		(5	)		(32	)		(28	)
Income tax benefit from internal restructuring		(65	)		—			(65	)		(127	)
Loss from discontinued operations		136			—			136			—
Adjusted net income	$	445		$	377		$	958		$	786
Adjusted net income per share(1)	$	0.90		$	0.77		$	1.94		$	1.60

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

Costs applicable to sales per ounce/pound

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

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

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

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Costs applicable to sales per ounce

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Costs applicable to sales:
Consolidated per financial statements	$	811		$	750		$	1,634		$	1,503
Noncontrolling interests(1)		(111	)		(92	)		(205	)		(185	)
Attributable to Newmont	$	700		$	658		$	1,429		$	1,318
Gold sold (thousand ounces):
Consolidated		1,391			1,546			2,869			3,127
Noncontrolling interests(1)		(201	)		(248	)		(383	)		(524	)
Attributable to Newmont		1,190			1,298			2,486			2,603
Costs applicable to sales per ounce:
Consolidated	$	583		$	485		$	570		$	481
Attributable to Newmont	$	588		$	507		$	575		$	506

Costs applicable to sales per pound

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Costs applicable to sales:
Consolidated per financial statements	$	106		$	98		$	223		$	214
Noncontrolling interests(1)		(41	)		(38	)		(87	)		(81	)
Attributable to Newmont	$	65		$	60		$	136		$	133
Copper sold (million pounds):
Consolidated		79			128			184			275
Noncontrolling interests(1)		(33	)		(58	)		(81	)		(123	)
Attributable to Newmont		46			70			103			152
Costs applicable to sales per pound:
Consolidated	$	1.34		$	0.77		$	1.21		$	0.78
Attributable to Newmont	$	1.41		$	0.86		$	1.32		$	0.88

Net attributable costs applicable to sales per ounce

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Attributable costs applicable to sales:
Gold	$	700		$	658		$	1,429		$	1,318
Copper		65			60			136			133
		765			718			1,565			1,451
Copper revenue:
Consolidated		(296	)		(298	)		(718	)		(792	)
Noncontrolling interests(1)		125			133			315			343
		(171	)		(165	)		(403	)		(449	)
Net attributable costs applicable to sales	$	594		$	553		$	1,162		$	1,002
Attributable gold ounces sold (thousands)		1,190			1,298			2,486			2,603
Net attributable costs applicable to sales per ounce	$	499		$	426		$	467		$	385

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

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Safe Harbor Statement

Certain statements contained in this report (including information incorporated by reference) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided for under these sections. Our forward-looking statements include, without limitation: (a) statements regarding future earnings, and the sensitivity of earnings to gold and other metal prices; (b) estimates of future mineral production and sales for specific operations and on a consolidated basis; (c) estimates of future production costs and other expenses, for specific operations and on a consolidated basis; (d) estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices; (e) estimates of future capital expenditures and other cash needs for specific operations and on a consolidated basis and expectations as to the funding thereof; (f) statements as to the projected development of certain ore deposits, including estimates of development and other capital costs, financing plans for these deposits, and expected production commencement dates; (g) estimates of future costs and other liabilities for certain environmental matters; (h) estimates of reserves, and statements regarding future exploration results and reserve replacement; (i) statements regarding modifications to Newmont’s hedge positions; (j) statements regarding future transactions relating to portfolio management or rationalization efforts; and (k) projected synergies and costs associated with acquisitions and related matters.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from such forward-looking statements (“cautionary statements”) are disclosed under “Risk Factors” in the Newmont Annual Report on Form 10-K for the year ended December 31, 2010, as well as in other filings with the Securities and Exchange Commission. Many of these factors are beyond Newmont’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements. Newmont disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(dollars in millions, except per ounce and per pound amounts).

Metal Prices

Changes in the market price of gold significantly affect our profitability and cash flow. Gold prices can fluctuate widely due to numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment; the strength of the U.S. dollar; inflation, deflation, or other general price instability; and global mine production levels. Changes in the market price of copper also affect our profitability and cash flow. Copper is traded on established international exchanges and copper prices generally reflect market supply and demand, but can also be influenced by speculative trading in the commodity or by currency exchange rates.

Hedging

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

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

Cash Flow Hedges

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

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Foreign Currency Exchange Risk

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

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

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

Diesel Price Risk

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

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

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

Forward Starting Swaps

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

Fair Value Hedges

Interest Rate Risk

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

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Commodity Price Risk

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

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

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

ITEM 4. CONTROLS AND PROCEDURES.

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

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 28 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

ITEM 1A. RISK FACTORS.

There were no material changes to the risk factors disclosed in Item 1A of Part 1 in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on February 24, 2011.

ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES.

					(c)		(d)
	(a)		(b)		Total Number of		Maximum Number (or
	Total		Average		Shares Purchased		Approximate Dollar Value)
	Number of		Price		as Part of Publicly		of Shares that may yet be
	Shares		Paid Per		Announced Plans		Purchased under the
Period	Purchased		Share		or Programs		Plans or Programs
April 1, 2011 through April 30, 2011		—		—		—		N/A
May 1, 2011 through May 31, 2011		—		—		—		N/A
June 1, 2011 through June 30, 2011		—		—		—		N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

Mine Safety Disclosure

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

In addition, we have an established “Rapid Response” process to mitigate and prevent the escalation of adverse consequences in the event that existing risk management controls fail, particularly in the event of an incident that may have the potential to seriously impact the safety of employees, the community or the environment. This process provides appropriate support to an affected site to complement their technical response to an incident, minimizes the impact by considering the environmental, strategic, legal, financial and public image aspects of the incident, ensures communications are being carried out in accordance with legal and ethical requirements and identifies actions that need to be taken on a broader scale than can be predicted by those involved in overcoming the immediate hazards.

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

Newmont is required to report certain mine safety violations in this Quarterly Report on Form 10-Q pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and that required information is included in exhibit 99.1 and is incorporated by reference into this Quarterly Report.

66

ITEM 6. EXHIBITS.

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

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SIGNATURES

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

	Newmont Mining Corporation
	(Registrant)
Date: July 28, 2011	/s/ RUSSELL BALL Russell Ball
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
Date: July 28, 2011	/s/ DAVID OTTEWELL David Ottewell
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

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NEWMONT MINING CORPORATION

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Credit Agreement dated as of May 20, 2011 among Newmont Mining Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, filed herewith.
	10.2	Annual Incentive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.
	10.3	Employee Performance Incentive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.
	10.4	Senior Executive Compensation Program of Newmont Mining Corporation, as Amended and Restated Effective January 1, 2011, filed herewith.
	12.1	Computation of Ratio of Earnings to Fixed Charges, filed herewith
	31.1	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer, filed herewith.
	31.2	Certification Pursuant to Rule 13A-14 or 15-D-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer, filed herewith.
	32.1	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer, filed herewith.(1)
	32.2	Statement Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Chief Financial Officer, filed herewith.(1)
	99.1	Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, filed herewith.
	101	The following XBRL (Extensible Business Reporting Language) materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.

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

EX-10.1

Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

dated as of

May 20, 2011

among

NEWMONT MINING CORPORATION,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

CITIBANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, SUMITOMO
MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA, THE
ROYAL BANK OF SCOTLAND PLC and UBS LOAN FINANCE LLC,
as Co-Syndication Agents

and

BANK OF MONTREAL, BNP PARIBAS and DEUTSCHE BANK AG NEW YORK
BRANCH
as Co-Documentation Agents

J. P. MORGAN SECURITIES LLC,
as Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		21
SECTION 1.03. Terms Generally		21
SECTION 1.04. Accounting Terms; GAAP		21
ARTICLE II
The Credits
SECTION 2.01. Commitments		22
SECTION 2.02. Loans and Borrowings		22
SECTION 2.03. Requests for Revolving Borrowings		23
SECTION 2.04. Competitive Bid Procedure		24
SECTION 2.05. Swingline Loans		26
SECTION 2.06. Letters of Credit		27
SECTION 2.07. Funding of Borrowings		33
SECTION 2.08. Interest Elections		34
SECTION 2.09. Termination and Reduction of Commitments; Increase of Commitments		35
SECTION 2.10. Repayment of Loans; Evidence of Debt		37
SECTION 2.11. Prepayment of Loans		38
SECTION 2.12. Fees		39
SECTION 2.13. Interest		40
SECTION 2.14. Alternate Rate of Interest		41
SECTION 2.15. Increased Costs		41
SECTION 2.16. Break Funding Payments		43
SECTION 2.17. Taxes		43
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		47
SECTION 2.19. Mitigation Obligations; Replacement of Lenders		49
SECTION 2.20. Defaulting Lenders		50
SECTION 2.21. Extension of Maturity Date		52

	Page
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers		55
SECTION 3.02. Authorization; Enforceability		55
SECTION 3.03. Governmental Approvals; No Conflicts		55
SECTION 3.04. Financial Condition; No Material Adverse Change		55
SECTION 3.05. Properties		56
SECTION 3.06. Litigation and Environmental Matters		56
SECTION 3.07. Compliance with Laws and Agreements		56
SECTION 3.08. Investment Company Status		56
SECTION 3.09. Taxes		57
SECTION 3.10. ERISA		57
SECTION 3.11. Disclosure		57
SECTION 3.12. Federal Regulations		57
SECTION 3.13. Subsidiaries		58
SECTION 3.14. OFAC		58
SECTION 3.15. FCPA		58
ARTICLE IV
Conditions
SECTION 4.01. Effective Date		58
SECTION 4.02. Each Credit Event		60
ARTICLE V
Affirmative Covenants
SECTION 5.01. Financial Statements and Other Information		61
SECTION 5.02. Notices of Material Events		62
SECTION 5.03. Existence; Conduct of Business		62
SECTION 5.04. Payment of Obligations		63
SECTION 5.05. Maintenance of Properties; Insurance		63
SECTION 5.06. Books and Records; Inspection Rights		63
SECTION 5.07. Compliance with Laws		63
SECTION 5.08. Use of Proceeds		63
SECTION 5.09. Further Assurances		63
ARTICLE VI
Negative Covenants
SECTION 6.01. Consolidated Indebtedness		64
SECTION 6.02. Liens		64
SECTION 6.03. Fundamental Changes		65

	Page
ARTICLE VII
Events of Default
ARTICLE VIII
The Administrative Agent
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices		72
SECTION 9.02. Waivers; Amendments		73
SECTION 9.03. Expenses; Indemnity; Damage Waiver		75
SECTION 9.04. Successors and Assigns		77
SECTION 9.05. Survival		80
SECTION 9.06. Counterparts; Integration; Effectiveness		80
SECTION 9.07. Severability		80
SECTION 9.08. Right of Setoff		81
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process		81
SECTION 9.10. WAIVER OF JURY TRIAL		82
SECTION 9.11. Headings		82
SECTION 9.12. Confidentiality		82
SECTION 9.13. USA Patriot Act		83
SECTION 9.14. Release of Newmont USA as a Guarantor		83
ARTICLE X
Treatment of Loans for Purposes of Regulation U
SECTION 10.01. Treatment for Purposes of Regulation U		84
SECTION 10.02. Allocation of Credit		84
SECTION 10.03. Allocation of Collateral		85
SECTION 10.04. Allocation of Payments		86
SECTION 10.05. Information		86
SECTION 10.06. Individual Lender Responsibility		86

SCHEDULES

Schedule 1.01 — Existing Letters of Credit

Schedule 2.01 — Commitments

Schedule 3.06 — Disclosed Matters

Schedule 3.13 — Subsidiaries

Schedule 6.02 — Existing Liens

EXHIBITS:

Exhibit A     Form of Assignment and Acceptance

Exhibit B     Form of Assumption Agreement

Exhibit C     Form of U.S. Tax Certificate

Exhibit D     Form of Guarantee Agreement

Exhibit E     Form of Maturity Date Extension Request

CREDIT AGREEMENT dated as of May 20, 2011 (this “Agreement”), among NEWMONT MINING CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Borrower has requested the Lenders (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) extend credit in the form of Commitments under which the Borrower may obtain Revolving Loans from time to time on or after the Effective Date and prior to the Maturity Date in an aggregate principal amount at any time outstanding that will not result in the Revolving Credit Exposure, together with the total Competitive Loan Exposure, exceeding $2,500,000,000. The Borrower has also requested the Lenders provide procedures under which the Borrower may obtain Competitive Loans and Swingline Loans from the Lenders and Letters of Credit from the Issuing Banks. The proceeds of Borrowings hereunder are to be used for general corporate purposes of the Borrower and its subsidiaries and the Letters of Credit will be used to support payment obligations incurred in the ordinary course of business by the Borrower and its subsidiaries.

The Lenders and Issuing Banks are willing to establish the credit facility referred to in the preceding paragraph and extend credit upon the terms and subject to the conditions set forth herein. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Additional Credit Assumption Agreement” means an additional credit assumption agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Additional Credit Lenders.

“Additional Credit Commitments” means the Commitment of any Lender (including any increase to a Lender’s then existing Commitment), established pursuant to Section 2.09(d), to make Loans to the Borrower.

“Additional Credit Lenders” means a Lender with Additional Credit Commitments (or a Person that will become such a Lender pursuant to Section 2.09(d)).

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed in accordance with Article VIII.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” has the meaning ascribed to such term in the preamble hereto.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1.00% and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1.00%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on the Reuters “LIBOR01” screen displaying British Bankers’ Association Interest Settlement Rates (or on any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to such day for deposits in dollars with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Arranger” means J.P. Morgan Securities LLC, in its capacity as the sole lead arranger and sole bookrunner for the credit facilities provided for herein.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that if any Defaulting Lender exists at such time, the Applicable Percentages shall be calculated disregarding such Defaulting Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

2

“Applicable Rate” means, for any day, with respect to the facility fees, any Eurodollar Revolving Loan, any ABR Revolving Loan, any Financial Letter of Credit participation fee or any Performance Letter of Credit participation fee, the applicable rate per annum set forth under “Facility Fee”, “LIBOR Margin”, “ABR Margin”, “Financial LC Participation Fee” or “Performance LC Participation Fee”, as the case may be, based upon the ratings by Moody’s and S&P applicable on such date to the Index Debt:

										Financial LC			Performance LCs
Rating	Facility Fee			LIBOR Margin			ABR Margin			Participation Fee			Participation Fee
(Moody’s, S&P)	(% per annum)			(% per annum)			(% per annum)			(% per annum)			(% per annum)
Category 1 A/A2 or higher		0.100	%		0.900	%		0.000	%		0.900	%		0.450	%
Category 2 A-/A3		0.125	%		1.000	%		0.000	%		1.000	%		0.500	%
Category 3 BBB+/Baa1		0.175	%		1.075	%		0.075	%		1.075	%		0.5375	%
Category 4 BBB/Baa2		0.250	%		1.250	%		0.250	%		1.250	%		0.625	%
Category 5 BBB-/Baa3 or lower (or unrated)		0.300	%		1.575	%		0.575	%		1.575	%		0.7875	%

For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is more than one Category lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two ratings and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

3

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Assumption Agreement” means an assumption agreement in the form of Exhibit B or any other form approved by the Administrative Agent entered into by any Person that has merged or consolidated with the Borrower where such Person is the surviving corporation.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Bankruptcy Event” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” has the meaning ascribed such term in the preamble to this Agreement.

“Borrowing” means (a) Revolving Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same date and as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

4

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act), of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated or (c) for so long as Newmont USA is a Guarantor of the Obligations, the Borrower shall cease to own, directly or through subsidiaries, capital stock and other equity interests of Newmont USA, representing, after giving effect to ownership attributable to all minority interests in subsidiaries through which such capital stock or equity interests are indirectly owned, at least 51% of the economic interest in Newmont USA represented by all of its outstanding capital stock and other equity securities.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority; provided that, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Competitive Loans or Swingline Loans.

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

“Commission” means the Securities and Exchange Commission.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans pursuant to Section 2.01(a), to acquire participations in Swingline Loans pursuant to Section 2.05 and to acquire participations in Letters of Credit pursuant to Section 2.06, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.09(d) and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, in the Additional Credit Assumption Agreement pursuant to which such Lender shall have obtained an Additional Credit Commitment, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Commitments on the date hereof is $2,500,000,000.

5

“Commodity Hedging Agreement” means any commodity price protection agreement or other commodity price hedging agreement to which the Borrower or any Significant Subsidiary is a party, but, in any event, shall not include any agreement for the sale in the ordinary course of business and on standard trade terms of any commodity produced (a) from properties or (b) by other interests owned by the Borrower or its Subsidiaries.

“Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

“Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.

“Competitive Bid Request” means a request by the Borrower for Competitive Bids in accordance with Section 2.04.

“Competitive Loan” means a Loan made pursuant to Section 2.04.

“Competitive Loan Exposure” means, at any time, the aggregate principal amount of Competitive Loans outstanding at such time. The Competitive Loan Exposure of any Lender at any time shall be the aggregate principal amount of the outstanding Competitive Loans of such Lender at such time.

“Consenting Lender” has the meaning assigned to such term in Section 2.21.

“Contingent Obligation” means as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. Unless otherwise limited by the terms of such Contingent Obligation, the amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

6

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.

“Declining Lender” has the meaning assigned to such term in Section 2.21.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 or in the Form 10-Q of the Borrower, in respect of its fiscal quarter ended March 31, 2011.

7

“dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation, reclamation or remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence, release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a US Plan (other than an event for which the 30-day notice period is waived) (or, with respect to a Plan that is not a US Plan, any similar event under any similar non-US law, regulation or rule); (b) failure by any US Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such US Plan in each instance, whether or not waived (or, with respect to a Plan that is not a US Plan, any similar funding deficiency under any similar non-US law, regulation or rule); (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan (or, with respect to a Plan that is not a US Plan, any similar filing under any similar non-US law, regulation or rule); (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan (or, with respect to a Plan that is not a US Plan, the incurrence of any similar liability under any similar non-US law, regulation or rule); (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC, any non-US Governmental Authority (with respect to a Plan that is not a US Plan) or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA (or, with respect to a Plan that is not a US Plan, any similar notice under provisions of similar non-US law, regulation or rule).

8

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Taxes” means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient:

(a) income (including, in the case of a Recipient that is a U.S. Person, any backup withholding tax), or franchise Taxes imposed on (or measured by) net income by (i) the United States of America (or any political subdivision or taxing authority thereof or therein), or by the jurisdiction under the laws of which such Recipient is organized or registered or in which its principal office is located or, in the case of any Lender or Issuing Bank, in which its applicable lending office is located, or any subdivision thereof or therein, or (ii) any other jurisdiction with which such Recipient has a present or former connection (other than any such connection arising solely from such Recipient having executed, delivered, enforced or become a party to, or performed its obligations or received payment under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced any Loan Document, or sold or assigned an interest in any Loan Document),

(b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which the Borrower is located, or

(c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any U.S. Federal withholding Taxes resulting from any law in effect (including FATCA) on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or attributable to such Non-U.S. Lender’s failure to comply with Section 2.17(f)), except, to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.17(a); provided that for purposes of this clause (c), the term “Non-U.S. Lender” includes any Non-U.S. Issuing Bank.

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“Existing Credit Agreement” means the Credit Agreement dated as of July 30, 2004, as amended and restated as of July 28, 2005, as amended and restated as of April 24, 2007 and as amended as of May 23, 2008, among the Borrower, Newmont USA, the lenders party thereto, the issuing banks party thereto and JPMorgan, as administrative agent.

“Existing Letter of Credit” means each letter of credit previously issued under the Existing Credit Agreement and listed on Schedule 1.01. As to any Existing Letter of Credit, the Borrower shall be deemed to have requested the issuance of such Existing Letter of Credit for purposes hereof on the Effective Date.

“Existing Maturity Date” has the meaning assigned to such term in Section 2.21.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Letter of Credit” means any Letter of Credit other than a Performance Letter of Credit.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Borrower.

“Fixed Rate” means, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.

“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union).

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“Guarantee Agreement” means the Guarantee Agreement made by Newmont USA in favor of the Administrative Agent for the benefit of the Lenders substantially in the form of Exhibit D.

“Guarantee Requirement” means, at any time that Newmont USA guarantees any Material Indebtedness of the Borrower, that (a) the Guarantee Agreement shall have been executed by Newmont USA and (b) if Newmont USA shall become a party to the Guarantee Agreement after the Effective Date, the Administrative Agent shall have received documents comparable to those delivered under paragraphs (c) and (d) of Section 4.01 with respect to Newmont USA on the Effective Date.

“Guarantor” means, at any time that it is a party to the Guarantee Agreement, Newmont USA.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, at a particular date, the sum (without duplication) at such date of (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (b) the capitalized portion of all obligations of such Person under Capital Lease Obligations, (c) obligations as recorded in such Person’s financial statements in respect of borrowings of gold, (d) deferred revenues from sales of future production and all obligations in respect of prepaid production arrangements, prepaid forward sale arrangements or derivative contracts in respect of which such Person receives upfront payments in consideration of an obligation to deliver product or commodities (or make cash payments based on the value of product or commodities) at a future time, but, in any event, excluding any agreement for the sale in the ordinary course of business and on standard trade terms (including standard trade payment terms) of any commodity produced (i) from properties or (ii) by other interests owned by such Person and (e) without duplication, all Contingent Obligations of such Person in respect of obligations of another Person of the type described in the preceding clauses (a) through (d). The amount of Indebtedness in respect of the upfront payments referred to in clause (d) of this definition shall be the amount in respect of the obligations referred to in such clause that would be required to appear as a liability on a consolidated balance sheet of such Person and its subsidiaries prepared in accordance with GAAP.

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“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) Other Taxes.

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person (other than unsecured guarantees by the Guarantor) or subject to any other credit enhancement.

“Information Memorandum” means the Confidential Information Memorandum dated April 2011 relating to the Borrower and the Transactions.

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or nine or twelve months if available to all participating Lenders) thereafter, as the Borrower may elect and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“IRS” means, the United States Internal Revenue Service.

“Issuing Bank” means (a)(i) JPMorgan, (ii) U.S. Bank, National Association, (iii) Deutsche Bank AG New York Branch and (iv) BNP Paribas (b) solely in respect of any Existing Letter of Credit, the Person that is the issuer thereof, and (c) each Lender that shall have become an Issuing Bank hereunder as provided in Section 2.06(j) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.06(k)), each in its capacity as an issuer of Letters of Credit hereunder. The Issuing Banks may, in their discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Banks, in which case the term “Issuing Bank” shall include any such Affiliates with respect to Letters of Credit issued by such Affiliates (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit).

“JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.

“LC Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of the termination of the Commitments.

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements by Issuing Banks that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lease Accounting GAAP Change” has the meaning assigned to such term in Section 1.04.

“Lender Parent” means, with respect to any Lender, any Person in respect of which such Lender is a subsidiary.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Additional Credit Assumption Agreement or an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” means each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement.

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“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters “LIBOR01” screen displaying British Bankers’ Association Interest Settlement Rates (or on any successor or substitute page of such service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Documents” means this Agreement, the Guarantee Agreement and each promissory note delivered pursuant to this Agreement.

“Loan Parties” means the Borrower and the Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin” means, with respect to any Competitive Loan bearing interest at a rate based on the Adjusted LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the Adjusted LIBO Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making such Loan in its related Competitive Bid.

“Margin Stock” means “margin stock” as defined in Regulation U of the Board.

“Material Adverse Effect” means a material adverse effect on the business, assets, operations or financial condition of the Borrower and its Subsidiaries taken as a whole.

“Material Commodity Hedging Indebtedness” means obligations under any Commodity Hedging Agreement with respect to which the Borrower or any Significant Subsidiary is obligated to pay more than $100,000,000 (after giving effect to any netting provisions of such agreement and subtracting the value of any cash (or cash equivalent) collateral provided by the Borrower or any Significant Subsidiary under such agreement) as a result of an event of default by, or termination event applicable solely to, the Borrower or any Significant Subsidiary.

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“Material Indebtedness” means Indebtedness (other than the Loans) of any one or more of the Borrower, Newmont USA and the Significant Subsidiaries in an aggregate principal amount exceeding $100,000,000.

“Maturity Date” means May 20, 2016, as such date may be extended pursuant to Section 2.21.

“Maturity Date Extension Request” means a request by the Borrower, in the form of Exhibit E hereto or such other form as shall be approved by the Administrative Agent, for the extension of the Maturity Date pursuant to Section 2.21.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a US Multiemployer Plan or a non-US defined benefit retirement plan (i) to which the Borrower or an ERISA Affiliate contributes or is obligated to contribute any amounts and (ii) to which any entity other than the Borrower and its ERISA Affiliates contributes or is obligated to contribute any amounts.

“Newmont USA” means Newmont USA Limited, a Delaware corporation.

“Non-Defaulting Lender” means, at any time, any Lender that is not a Defaulting Lender at such time.

“Non-Recourse Indebtedness” means any Indebtedness incurred in connection with the development, construction or operation of a project that is limited in recourse to the project assets and/or the ownership interest held by the Borrower or any Subsidiary (a) in such project assets or (b) in any limited purpose entity owning such project assets, so long as substantially all of the assets of such limited purpose entity are comprised of such project assets.

“Non-U.S. Issuing Bank” means an Issuing Bank that is not a U.S. Person.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Obligations” means (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required to be made under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursements of LC Disbursements and interest thereon and (c) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under this Agreement or any other Loan Document.

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“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Other Taxes” means any and all present or future recording, stamp, court, documentary, excise, filing, transfer, or similar Taxes arising from any payment made, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b)).

“Participant” has the meaning assigned to such term in Section 9.04(e).

“Participant Register” has the meaning assigned to such term in Section 9.04(e).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Performance Letter of Credit” means any Letter of Credit issued (a) to ensure the performance of services or the delivery of goods or (b) primarily for the purpose of securing performance obligations of the Borrower or any Subsidiary to Governmental Authorities, including clean-up and remediation obligations, provided that, for the avoidance of doubt and without limiting the foregoing, no Performance Letter of Credit shall secure or otherwise support any Indebtedness.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety, customs and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) landlord’s liens arising in the ordinary course of business;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

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(g) any lien created in favor of a partner or co-joint venturer in connection with any agreement with such party relating to an unincorporated joint venture over interests in and the assets of that unincorporated joint venture, the product derived from it, the sales proceeds payable and revenues received in respect of it and tariffs payable in respect of the assets of that unincorporated joint venture;

(h) any lien created in favor of a partner or co-joint venturer in connection with any agreement with such party relating to an incorporated joint venture over the shares in such joint venture company and/or its distributions from that company;

(i) Liens securing judgments not constituting an Event of Default under clause (j) of Article VII;

(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any Subsidiary or (ii) secure any Indebtedness;

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry and (iii) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks in the ordinary course of business and not given in connection with the issuance of any Indebtedness and (B) provided for in Section 9.08 and in similar provisions of other credit facilities permitted by this Agreement;

(m) any interest or title of a lessor under leases entered into by the Borrower or any Subsidiary in the ordinary course of business; and

(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed by the Borrower or any ERISA Affiliate.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Recipient” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank.

“Register” has the meaning set forth in Section 9.04(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Commitments representing at least a majority of the total Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, “Required Lenders” shall mean Lenders having aggregate Revolving Credit Exposures and Competitive Loan Exposures representing at least a majority of the sum of the Revolving Credit Exposure plus Competitive Loan Exposure at such time.

“Revolving Borrowing” means a Borrowing comprised of Revolving Loans.

“Revolving Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of the Revolving Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) the LC Exposure at such time. The Revolving Credit Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the total Revolving Credit Exposure at such time.

“Revolving Loan” means a Loan made pursuant to Sections 2.01 and 2.03. Each Revolving Loan shall be a Eurodollar Loan or an ABR Loan.

“S&P” means Standard & Poor’s.

“Significant Subsidiary” means (a) any Subsidiary now or at any time hereafter meeting any one of the following conditions: (i) the assets of such Subsidiary exceed 10.0% of the aggregate assets appearing on the consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the most recently ended fiscal year, or (ii) the gross revenues of such Subsidiary for the fiscal year of the Borrower most recently ended exceed 10.0% of the gross revenues of the Borrower and its consolidated Subsidiaries for such fiscal year, or (iii) such Subsidiary has one or more Subsidiaries and together therewith would, if considered in the aggregate, constitute a Significant Subsidiary within the terms of clauses (i) or (ii) of this definition, and (b) Newmont USA.

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“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“Subsidiary” means any subsidiary of the Borrower.

“Swingline Commitment” means the commitment of the Swingline Lender to make Swingline Loans pursuant to Section 2.05, expressed as an amount representing the maximum aggregate amount of the Swingline Lender’s outstanding Swingline Loans hereunder, as such commitment may be reduced from time to time pursuant to Section 2.09. The amount of the Swingline Commitment on the date hereof is $200,000,000.

“Swingline Exposure” means, at any time, the sum of the Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be such Lender’s Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made by the Swingline Lender under its Swingline Commitment pursuant to Section 2.05.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Total Capitalization” means, on any date, the sum of (a) all Indebtedness that would appear as a liability on a consolidated balance sheet of the Borrower and its Subsidiaries prepared as of such date in accordance with GAAP, less the aggregate amount of all cash and cash equivalents of the Borrower and its Subsidiaries that would appear on such balance sheet plus (b) total stockholders’ equity of the Borrower and its Subsidiaries determined as of such date on a consolidated basis in accordance with GAAP, less goodwill and intangible assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Total Indebtedness” means, as of any date, without duplication, the aggregate amount of Indebtedness of the Borrower and its Subsidiaries on such date, less the aggregate amount of all cash and cash equivalents of the Borrower and its Subsidiaries on such date, in each case as would appear as a liability or as cash or cash equivalents, on a consolidated balance sheet of the Borrower and its Subsidiaries prepared as of such date in accordance with GAAP.

“Transactions” means collectively, (a) the execution, delivery and performance by each of the Borrower and the Guarantor of this Agreement and the other Loan Documents to which it is a party, the borrowing of Loans hereunder, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and (b) the repayment of all principal amounts outstanding, together with any accrued and unpaid interest, fees and expenses, under the Existing Credit Agreement.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the Adjusted LIBO Rate or a Fixed Rate.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“US Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“US Plan” means a Plan that is subject to ERISA.

“U.S. Tax Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

“Withdrawal Liability” means liability to a US Multiemployer Plan as a result of a complete or partial withdrawal from such US Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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“Withholding Agent” means any Loan Party and the Administrative Agent.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”) and Borrowings may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, notwithstanding the foregoing, for purposes of this Agreement (other than Section 5.01) GAAP shall be determined without giving effect to any change thereto occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease or similar agreement as a Capital Lease where such lease or similar agreement was not required to be so treated under GAAP as in effect on the date hereof (any such change being referred to herein as a “Lease Accounting GAAP Change”); provided further that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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ARTICLE II

The Credits

SECTION 2.01. Commitments. (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure exceeding the total Commitments.

(b) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans during the Availability Period.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders (or their Affiliates as provided in paragraph (b) below) ratably in accordance with their Commitments. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as the Borrower may request in accordance herewith; (ii) each Swingline Loan shall be comprised entirely of ABR Loans; and (iii) each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans, as the Borrower may request in accordance herewith.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or the amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e), as the case may be. Each Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be outstanding more than a total of 15 Eurodollar Revolving Borrowings (or such greater number as the Administrative Agent shall agree).

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(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or by telecopy (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form agreed to by the Administrative Agent and the Borrower and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) the Type of the requested Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and shall end no later than the Maturity Date; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the Borrower may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that, after giving effect to any Borrowing of Competitive Loans, the sum of the Revolving Credit Exposure plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone or by telecopy, in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;

(iv) the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period” and shall end no later than the Maturity Date; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

Promptly following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last day thereof.

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(c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Subject only to the provisions of this paragraph, the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative Agent by telecopy or by telephone, confirmed by telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later than 11:30 a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000 because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.

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(f) If the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this Section 2.04.

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the sum of the total Swingline Exposures exceeding the Swingline Commitment or (ii) the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be in an integral multiple of $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).

(b) To request Swingline Borrowings, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy) no later than 1:00 p.m., New York City time, on the day of a proposed Swingline Borrowing. Each such notice shall be irrevocable and shall specify the requested borrowing date (which shall be a Business Day), and the amount of the requested Swingline Borrowing. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a transfer of funds to the general deposit account of the Borrower with the Administrative Agent by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) By written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day, the Swingline Lender may require the Lenders to acquire participations on such Business Day in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice the percentage of the applicable Swingline Loans allocated to such Lender based on its respective Applicable Percentage. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, its Applicable Percentage of such Swingline Loans. Each Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such

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Swingline Loan was made, the Required Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be reasonably satisfied that the events and circumstances described in such notice shall have been cured, waived or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in each Swingline Loan pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.09 with respect to Loans made by such Lender (and Section 2.09 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or, so long as the Borrower is a co-applicant with respect thereto, the account of any Subsidiary; provided that the Borrower shall not be required to be a co-applicant in respect of (i) any Letter of Credit if, due to the inclusion of the Borrower as a co-applicant with respect to such Letter of Credit, such Letter of Credit would not meet the requirements of the relevant beneficiary thereof or (ii) any Existing Letter of Credit or the renewal or replacement of any Existing Letter of Credit that, at the time of its issuance, was issued solely for the account of a Subsidiary) in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the LC Availability Period, and (subject to the conditions set forth in Section 4.02), the applicable Issuing Bank will issue such Letters of Credit. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted to, or entered into with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, extension or renewal of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the Administrative Agent and the applicable Issuing Bank, acting reasonably and in consultation with the Borrower), and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,250,000,000, (ii) the Revolving Credit Exposure shall not exceed the total Commitments and (iii) following the effectiveness of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit having an expiration date after the second Business Day prior to the Existing Maturity Date shall not exceed the aggregate Commitments of the Consenting Lenders extended pursuant to Section 2.21; provided that an Issuing Bank shall not issue, amend, renew or extend any Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit) if it shall have been notified by the Administrative Agent at the written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further Letters of Credit shall be issued by it (a “Letter of Credit Suspension Notice”); provided that such Issuing Bank shall have received such Letter of Credit Suspension Notice within a sufficient amount of time to process internally the instructions therein contained. Each determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be made by the Administrative Agent and the applicable Issuing Bank, acting reasonably and in consultation with the Borrower and, once made, shall be conclusive and binding upon the Borrower, the Lenders and the Issuing Banks.

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(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date that is two Business Days prior to the Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the second Business Day prior to the Maturity Date but on or before the date that is 90 days after the Maturity Date, provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 10 days prior to the Maturity Date, which such amount shall be (i) deposited by the Borrower in an account with and in the name of such Issuing Bank and (ii) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the second Business Day prior to the Maturity Date shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date, cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below. For the avoidance of doubt, if the Maturity Date shall be extended pursuant to Section 2.21, “Maturity Date” as referenced in this sentence shall refer to the Maturity Date as extended pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21 hereof) or any other Loan Document to the contrary, the Maturity Date and the LC Availability Period, as such terms are used in reference to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written consent of such Issuing Bank.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit (provided that such Letter of Credit shall expire no later than the date set forth in paragraph (c) of this Section), or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the Business Day immediately following the date on which the Borrower shall have received notice of such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request (i) in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing or (ii) in accordance with Section 2.05 that such payment be financed with a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as the case may be. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect or (iii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any of the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability

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to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement by the date that is three Business Days following the date such reimbursement is due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

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(i) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide cash collateral in accordance with Section 2.11(b) or 2.20, such cash collateral shall be deposited and shall be held and applied in accordance with this paragraph. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Revolving Credit Exposure plus the Competitive Loan Exposure would not exceed the total Commitments and no Default shall have occurred and be continuing.

(j) Designation of Additional Issuing Banks. The Borrower may, at any time and from time to time, upon notice to the Administrative Agent, designate as additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to such additional Issuing Bank, executed by the Borrower, the Administrative Agent and such designated Lender and, from and after the effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an issuer of Letters of Credit hereunder.

(k) Termination of an Issuing Bank. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit. Without limiting the foregoing, following the delivery by the Borrower of any notice of termination in respect of any Issuing Bank (and regardless of whether such notice has become effective), such Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit.

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(l) Issuing Bank Exposure Limitation. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue Letters of Credit if, at the time of and after giving effect to such issuance, the aggregate amount of LC Exposure attributable to Letters of Credit issued by such Issuing Bank would exceed $750,000,000. Additionally, notwithstanding anything herein to the contrary, the Borrower and any Issuing Bank may separately agree to any lesser limit on the amount of LC Exposure attributable to Letters of Credit issued by such Issuing Bank.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

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SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and any Loans resulting from an election made with respect to any such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this Section, no Borrowing may be converted into or continued as a Borrowing with an Interest Period ending after the Maturity Date. This Section shall not apply to Competitive Loans or Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone or by telecopy by the time and date that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and, if telephonic, shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding any other provision of this Section, the Borrower shall not be permitted to elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d).

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and shall end no later than the Maturity Date.

If any such Interest Election Request requests a Eurodollar Borrowing, but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Eurodollar Revolving Borrowing will be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request of the Required Lenders, so notifies the Borrower (such notification to be promptly confirmed in writing), then, so long as an Event of Default is continuing each outstanding Eurodollar Revolving Borrowing may only be continued as a Eurodollar Borrowing with an Interest Period of one month.

SECTION 2.09. Termination and Reduction of Commitments; Increase of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure would exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day (or such shorter period as may be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

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(d) (i) The Borrower may at any time, by written notice to the Administrative Agent, request Additional Credit Commitments from one or more Additional Credit Lenders, which may include any existing Lender; provided that at no time shall the aggregate amount of Additional Credit Commitments effected pursuant to this paragraph exceed $500,000,000; provided further that each Additional Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Borrower (which approvals shall not be unreasonably withheld). Each such notice shall set forth (A) the amount of the Additional Credit Commitments being requested (which shall be in a minimum amount of $10,000,000) and (B) the date on which such Additional Credit Commitments are requested to become effective (which shall not be less than 10 days (or such shorter period as may be acceptable to the applicable Additional Credit Lender) nor more than 45 days after the date of such notice).

(ii) The Borrower and each Person that in its sole discretion agrees to be an Additional Credit Lender in accordance with sub-paragraph (i) above shall execute and deliver to the Administrative Agent an Additional Credit Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Additional Credit Commitment of such Additional Credit Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Additional Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Assumption Agreement, each such Additional Credit Lender shall, to the extent not an existing Lender, become a Lender hereunder and this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Additional Credit Commitment evidenced thereby.

(iii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any Additional Credit Commitment pursuant to this Section 2.09(d), the outstanding Loans (if any) are held by the Lenders in accordance with their new pro rata percentages. This may be accomplished at the discretion of the Administrative Agent (A) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (B) by causing the existing Lenders to assign portions of their outstanding Loans to Additional Credit Lenders, which assignments shall be deemed to be effective pursuant to Section 9.04 or (C) by any combination of the foregoing. Notwithstanding the foregoing, in order to eliminate any break funding liability to the Borrower, if, upon the date that any Additional Credit Commitment becomes effective pursuant to this Section 2.09(d), there is an unpaid principal amount of Revolving Loans to the Borrower, the principal outstanding amount of all such Revolving Loans shall (x) in the case of such Revolving Loans which are ABR Loans, be immediately repaid by the Borrower (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect) and (y) in the case of such Revolving Loans which are Eurodollar Loans, continue to remain outstanding (notwithstanding any other requirement in this Agreement that such Revolving Loans be held on a pro rata basis based on the revised Commitments as then in effect) until the end of the then current Interest Period therefor, at which time such Eurodollar Loans shall be paid by the Borrower to the Lenders on a pro rata basis, based on their respective Commitments (if any) immediately prior to giving effect to any Additional Credit Commitments (but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date, and any such reborrowing shall be funded by the Lenders, including the Lenders holding Additional Credit Commitments, on a pro rata basis based on the Commitments as then in effect).

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(iv) Notwithstanding the foregoing, no Additional Credit Commitment shall become effective under this Section 2.09(d) unless on the date of such effectiveness, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the unpaid principal amount of each Revolving Loan made to the Borrower on the Maturity Date, (ii) to the Administrative Agent for the account of each Lender that has made a Competitive Loan the unpaid principal amount of such Competitive Loan on the last day of the Interest Period applicable to such Loan and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (A) the Maturity Date and (B) the tenth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan or a Competitive Loan is made to the Borrower, the Borrower shall repay all Swingline Loans made to it and then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Borrower and the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section and payment, when required thereby, of any amounts required under Section 2.16; provided that the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of the Lender thereof.

(b) In the event and on each occasion that the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure exceeds the total Commitments, the Borrower shall: first, promptly prepay Swingline Loans in an aggregate amount sufficient to eliminate such excess, and second, to the extent of any remaining excess, promptly prepay Revolving Borrowings in an aggregate amount sufficient to eliminate such excess, and third, to the extent of any remaining excess, or if no Revolving Borrowings or Swingline Loans are outstanding, make a deposit in a cash collateral account maintained by the Administrative Agent pursuant to Section 2.06(i) to be held as security for the Borrower’s obligations in respect of Letters of Credit. To the extent the amount of cash collateral provided hereunder at any time exceeds the LC Exposure at such time and no Event of Default has occurred and is continuing, the excess thereof shall be returned to the Borrower.

(c) Prior to any optional or mandatory prepayment of Borrowings, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) below.

(d) The Borrower shall notify the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 10:00 a.m., New York City time, on the Business Day of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof, to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing or a Swingline Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing or a Swingline Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

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SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender) a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) during the period from and including the date hereof to but excluding the date on which such Commitments terminate; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitments terminate, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which all the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which all the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 (or 366, as the case may be) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue on the average daily amount of such Lender’s LC Exposure in respect of Performance Letters of Credit and Financial Letters of Credit (excluding, in each case, any LC Exposure attributable to unreimbursed LC Disbursements) at the Applicable Rate for Performance Letters of Credit or Financial Letters of Credit, as the case may be, during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee, which shall accrue at a rate per annum as may be separately agreed upon by the Borrower and such Issuing Bank on the daily amount of the LC Exposure attributable to Performance Letters of Credit or Financial Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the later of the date on which the Commitments terminate and the date on which there shall cease to be any LC Exposure. All participation fees and fronting fees in respect of Letters of Credit shall be computed on the basis of a year of 365 (or 366, as the case may be) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for its own account or, in the case of facility fees and participation fees, for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Revolving Borrowing, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate or (ii) in the case of a Eurodollar Competitive Borrowing, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus, as applicable) the Margin applicable to such Borrowing.

(c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.

(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

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SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required to make such Loan) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing shall be ineffective; provided that (A) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank (except for any such requirement reflected in the Adjusted LIBO Rate);

(ii) impose on any Lender or Issuing Bank or the London interbank markets any other condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Excluded Taxes on gross or net income, profits or revenue (including value added or similar Taxes));

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and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to increase the cost to such Lender, any Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made, or participations in Letters of Credit held, by such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank, or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that, the Borrower shall not be required to compensate a Lender or any Issuing Bank pursuant to paragraph (a) or (b) of this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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(e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid pursuant to which such Loan was made.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other than on the last day of the Interest Period, as the case may be, applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or Fixed Rate, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any loss, cost or expense incurred more than 180 days prior to the date that such Lender notifies the Borrower of the event giving rise to such loss, cost or expense and of such Lender’s intention to claim compensation therefor.

SECTION 2.17. Taxes. (a) Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold any Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

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(b) The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) The Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts paid or payable under this Section 2.17(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(d) shall be paid within 10 days after the Recipient delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim; provided that no Loan Party shall be required to indemnify any Recipient pursuant to this paragraph for any such Indemnified Taxes (including expenses arising therefrom or with respect thereto) paid by the Recipient more than 180 days prior to the date that the Recipient notifies the applicable Loan Party of such payment by the Recipient of such Indemnified Taxes and of the Recipient’s intention to claim indemnification therefor. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

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(f) (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by either the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, any Lender shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies reasonably requested by the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C) in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

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(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including an entity treated as a partnership for U.S. federal income tax purposes or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership (and not a participating Lender) and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to Sections 1471 through 1474 of the Code, and any regulations or official interpretations thereof, after the date of this Agreement.

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(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

(h) For purposes of Section 2.17(e) and (f), the term “Lender” includes any Issuing Bank.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Except as otherwise provided in Section 2.06(e), the Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, reimbursements of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent for the account of the applicable Lenders or Issuing Bank or, in any such case, to such other account as the Administrative Agent shall from time to time specify in a notice delivered to the Borrower, except that payments to the Swingline Lender, payments to an Issuing Bank as expressly provided herein and payments pursuant to Sections 2.15 (other than paragraph (b) thereof), 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Any payment required to be made by the Administrative Agent shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

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(b) If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in Swingline Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in Swingline Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans or participations in Swingline Loans or participations in LC Disbursements, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans or participations in Swingline Loans or participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender or Issuing Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender or such Issuing Bank were a direct creditor of the Borrower in the amount of such participation.

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(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b) or paragraph (d) of this Section 2.18, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender (including any Issuing Bank) requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.17, then such Lender (including such Issuing Bank) shall use reasonable efforts to designate a different lending office for funding or booking its Loans (or issuing its Letters of Credit) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender (including such Issuing Bank), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender (including such Issuing Bank) to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (including such Issuing Bank). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender (including any Issuing Bank) in connection with any such designation or assignment.

(b) If (i) any Lender (including any Issuing Bank) requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.17, (iii) any Lender has become a Defaulting Lender, (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent or (v) any Lender is a Declining Lender under Section 2.21, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such

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assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, the Swingline Lender and any Issuing Bank, which consents shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans), participations in Swingline Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction or elimination in such compensation, payments or additional interest, (D) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected and (E) in the case of any such assignment and delegation in respect of a Lender where such Lender (or any Affiliate thereof) is an Issuing Bank, the Borrower shall, substantially simultaneously with such assignment and transfer, terminate such Lender (or, at the request of any such Affiliate, such Affiliate) as an Issuing Bank in accordance with Section 2.09. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) except to the extent provided to the contrary in paragraph (iv) of Section 2.20(c) below, facility fees shall cease to accrue pursuant to Section 2.12(a) on the unused amount of the Commitment of such Defaulting Lender;

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;

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(c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

(i) the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the sum of all Non-Defaulting Lenders’ Revolving Credit Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within two Business Days following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.06(i) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such reallocation; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

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(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable, will be fully covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrower in accordance with Section 2.20(c), and participating interests in any such funded Swingline Loan or in any such issued, amended, renewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

In the event that (x) a Bankruptcy Event with respect to a Lender Parent shall have occurred following the date hereof and for so long as such Bankruptcy Event shall continue or (y) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

SECTION 2.21. Extension of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then existing maturity date for Commitments hereunder (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Revolving Loans) extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request, provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may

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be exercised by written notice thereof, specifying the maximum amount of the Commitment of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph (d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders (including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.

(b) Notwithstanding the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.19 and 9.04, at any time prior to the Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender in respect of the Commitment assigned to and assumed by it on and after the effective time of such replacement.

(c) If a Maturity Date Extension Request has become effective hereunder:

(i) not later than the fifth Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Loans and shall provide cash collateral in respect of Letters of Credit in the manner set forth in Section 2.11, such that, after giving effect to such prepayments and such provision of cash collateral, the aggregate credit exposures outstanding as of such date will not exceed the aggregate Commitments of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request any Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the aggregate credit exposures outstanding would exceed the aggregate amount of the Commitments so extended); and

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(ii) on the Existing Maturity Date, the Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder (accordingly, the Commitment of any Consenting Lender shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph (a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being understood that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended Commitments.

(d) Notwithstanding the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.

(e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and Revolving Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.09(c) or Section 2.18(b) or 2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b).

(f) The Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions of this Section 2.21.

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ARTICLE III

Representations and Warranties

The Borrower represents and warrants (as to itself and its own Subsidiaries) to the Lenders that:

SECTION 3.01. Organization; Powers. The Borrower and each Significant Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s and the Guarantor’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and the Guarantee Agreement, when executed and delivered by the Guarantor, will constitute, a legal, valid and binding obligation of the Borrower or the Guarantor, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Subsidiaries.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (i) as of and for the fiscal year ended December 31, 2010, reported on by PricewaterhouseCoopers LLP, independent registered public accounting firm and (ii) as of and for the fiscal quarter ended March 31, 2011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments.

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(b) Since December 31, 2010, there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) The Borrower and each Significant Subsidiary has good title to, or valid leasehold interests in, all its real and personal property material to the business of the Borrower and its Subsidiaries taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) The Borrower and each Significant Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to the business of the Borrower and its Subsidiaries taken as a whole, and the use thereof by the Borrower or such Significant Subsidiary does not infringe upon the rights of any other Person, except for any such ownership, licenses or infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

SECTION 3.07. Compliance with Laws and Agreements. The Borrower and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Investment Company Status. Neither the Borrower nor the Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

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SECTION 3.09. Taxes. The Borrower and each Subsidiary has filed or caused to be filed on a timely basis (taking into account all extensions granted by the applicable Governmental Authority) all United States federal and applicable foreign, state and local Tax returns and reports and all other Tax returns and reports which are required to be filed and have paid or caused to be paid all Taxes required to have been paid by it, except (a) such Taxes, if any, as are being contested in good faith by appropriate proceedings as to which adequate reserves have been provided in accordance with GAAP and (b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Disclosure. As of the Effective Date, neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement (as modified or supplemented by other information so furnished on or prior to the Effective Date) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12. Federal Regulations. The proceeds of the Loans will be used only for general corporate purposes. No part of the proceeds of any Loan will be used to purchase or carry any Margin Stock in violation of Regulation U or X of the Board. As of the date of this Agreement, if the full amount of the Lenders’ Commitments were used to purchase Margin Stock, no more than 25% of the value of the assets of the Borrower, or of the Borrower and its Subsidiaries taken as a whole, which are subject to the restrictions contained in Article VI would constitute Margin Stock. If the proceeds of any Loan are to be used in a manner which would cause such Loans to be classified as “purpose loans” under Regulation U, then at the time of the making of such Loan and at the time of the making of each Loan thereafter (after applying the proceeds of all Loans then being or theretofore made), no more than 25% of the value of the assets of the Borrower, or of the Borrower and its Subsidiaries taken as a whole, which are subject to the restrictions contained in Article VI shall constitute Margin Stock. If at any time the representation set forth in the preceding sentence would be required to be made but cannot be made by the Borrower, such representation shall not be required to be made, provided that the Borrower shall at all times thereafter comply with Article X.

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SECTION 3.13. Subsidiaries. Schedule 3.13 sets forth as of the Effective Date a list of all Subsidiaries and the percentage ownership (directly or indirectly) of the Borrower therein. Except to the extent that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the shares of capital stock or other ownership interests so indicated on Schedule 3.13 are fully paid and non-assessable and are owned by the Borrower, directly or indirectly, free and clear of all Liens other than Liens permitted under Section 6.02(a), (c), (f) or, to the extent applicable to any of the foregoing paragraphs of Section 6.02, 6.02(i).

SECTION 3.14. OFAC. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate thereof, is currently subject to any U.S. sanctions administered or enforced by OFAC, and the Borrower will not directly or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing activities of or with any Person or any country or territory that, at the time of such financing, is the subject of any OFAC sanctions.

SECTION 3.15. FCPA. No part of the proceeds of the Loans will be authorized for use, directly or indirectly, for any payments to any officer or employee of a government, or government-controlled entity, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders and the Issuing Banks hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Guarantee Agreement shall have been duly executed and delivered to the Administrative Agent by Newmont USA.

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(c) The Administrative Agent shall have received reasonably satisfactory written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Stephen P. Gottesfeld, Vice President and General Counsel of the Borrower and the Guarantor and White & Case LLP, special counsel for the Borrower and the Guarantor. The Borrower and the Guarantor hereby request such counsel to deliver such opinions.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantor and the authorization of the Transactions by the Borrower and the Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(f) Prior to or substantially contemporaneously with the initial funding of Loans on the Effective Date, all principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full (except that the Existing Letters of Credit shall remain outstanding as Letters of Credit hereunder), the commitments thereunder shall have been or shall be terminated and all guarantees existing in connection therewith shall have been or shall be discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

(g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party to the Administrative Agent or the Arranger in connection with the Transactions.

(h) The lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent requested at least 10 days prior to the Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit hereunder, and the incorporation of the Existing Letters of Credit as Letters of Credit hereunder, shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on May 23, 2011 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit hereunder (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit) is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall (other than the representations and warranties set forth in Sections 3.04(b) and 3.06 and except as expressly provided in the last sentence of Section 3.12) be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit), as applicable (except to the extent expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects as of such other date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) At the time of the making of the first Loan or issuance of a Letter of Credit, if any, when the representation in the third sentence of Section 3.12 would be required to be made, but cannot be made, then as a condition precedent to such Borrowing or issuance of a Letter of Credit, the Borrower shall have delivered to the Administrative Agent a Form F.R. G-3 or Form F.R. U 1, as applicable, for each Lender, duly completed by the Borrower in conformity with Regulation U of the Board.

Each Borrowing and each request for the issuance, amendment, renewal or extension of a Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

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ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or fully cash collateralized or supported by a backstop letter of credit, in either case, in a manner reasonably satisfactory to the applicable Issuing Bank and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:

(a) within 100 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Pricewaterhouse Coopers LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (it being understood that the foregoing can be satisfied by delivery of the Borrower’s relevant Form 10-K);

(b) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes (it being understood that the foregoing can be satisfied by delivery of the Borrower’s relevant Form 10-Q);

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (iv) if any Lease Accounting GAAP Change shall have become effective and shall have been applied by the Borrower, and such Lease Accounting GAAP Change affects the comparability of the consolidated financial statements (or any part thereof) for such fiscal year or such fiscal quarter compared to the corresponding consolidated financial statements (or such part thereof) for the prior fiscal year or the corresponding fiscal quarter of such prior fiscal year in any material respect, specifying the effect of such Lease Accounting GAAP Change on the consolidated financial statements for such fiscal year or such fiscal quarter;

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(d) concurrently with any delivery of financial statements under clause (a) above, to the extent permitted by the internal policies of the independent registered accounting firm referred to in paragraph (a) above, a certificate of such accounting firm in customary form stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default continuing under Section 6.01 on the date of such certificate, except as specified in such certificate (which certificate may be limited to the extent required by accounting rules or guidelines); and

(e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary thereof as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and

(d) any other development, including without limitation any development relating to an Environmental Liability, that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. (i) The Borrower will, and will cause each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (ii) the Borrower will, and will cause each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; provided that the foregoing shall not (x) prohibit any merger, consolidation, liquidation, dissolution or sale permitted (or not restricted) under Section 6.03 or (y) require the maintenance of any right, license, permit, privilege or franchise where the failure to maintain same could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear and damage by casualty excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority, including without limitation all Environmental Laws, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only for (a) the payment of principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement and (b) general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X (after giving effect to Article X). Letters of Credit will be issued only to support obligations incurred by the Borrower and its subsidiaries in their business operations.

SECTION 5.09. Further Assurances. The Borrower will, and will cause Newmont USA to, execute any and all further documents, agreements and instruments, and take all further actions that may be required under any applicable law or regulation, or that the Administrative Agent may reasonably request, to cause the Guarantee Requirement to be and remain satisfied at all times, subject to Section 9.14.

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ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or fully cash collateralized or supported by a backstop letter of credit, in either case, in a manner reasonably satisfactory to the applicable Issuing Bank and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Consolidated Indebtedness. The Borrower will not, as of the last day of any fiscal quarter, permit Total Indebtedness as of such date to exceed an amount equal to 62.5% of Total Capitalization as of such date.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and (to the extent securing Indebtedness in excess of $25,000,000) set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secured on the Effective Date;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be;

(d) Liens (including Liens arising in connection with any Capital Lease Obligation) on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to, at the time of, or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

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(e) Liens securing Indebtedness otherwise permitted pursuant to this Agreement incurred in connection with any Capital Lease Obligation related solely to the Gold Ore Treatment facility located near Carlin, Nevada;

(f) Liens securing Indebtedness otherwise permitted pursuant to this Agreement incurred in connection with the development, construction or operation of a project developed or constructed after the Effective Date so long as such Liens encumber only the project itself and/or the ownership interest held by the Borrower or any Subsidiary therein;

(g) a sale-leaseback transaction with respect to the Autoclave Equipment Plants;

(h) Liens not otherwise permitted by this Section 6.02 which, in the aggregate, secure Indebtedness and other obligations not exceeding (as to the Borrower and all of its Subsidiaries) $600,000,000 in aggregate principal amount at any time outstanding;

(i) Liens in respect of the cash collateralization of (i) Letters of Credit pursuant to Section 2.11(b), (ii) any Defaulting Lender’s participation in Letters of Credit or Swingline Loans as contemplated by this Agreement and (iii) (x) letters of credit issued under other bank credit facilities permitted by this Agreement to the extent the aggregate stated face amounts of such letters of credit exceed the commitments under the applicable bank credit facility and (y) any defaulting lender’s participation in letters of credit or swingline loans under other bank credit facilities permitted by this Agreement; and

(j) extensions, renewals, refinancings or replacements of any Lien referred to in paragraphs (b), (c), (d), (e), (f) and (g) of this Section 6.02, provided that the principal amount of the Indebtedness or obligation secured thereby is not increased (except by the amount of any accrued and unpaid interest or premium in connection therewith and any reasonable fees associated with such extension, renewal, refinancing or replacement) and that any such extension, renewal or replacement is limited to the property originally encumbered thereby.

SECTION 6.03. Fundamental Changes. The Borrower will not merge into or consolidate with any other Person, nor permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

(a) any Subsidiary may merge or consolidate with the Borrower;

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(b) the Borrower may merge or consolidate with any other Person so long as:

(i) the Borrower, is the surviving corporation or the surviving corporation (if the surviving corporation is not the Borrower) shall assume all of the Loans and other obligations of the Borrower under this Agreement pursuant to an Assumption Agreement substantially in the form of Exhibit B; and

(ii) the credit rating for Index Debt of the surviving corporation from either Moody’s or S&P immediately after such transaction is at least equal to the credit rating for Index Debt of the Borrower immediately prior to the initial public announcement of such transaction, provided, that in any event the requirements of this clause (ii) shall be deemed satisfied if the surviving corporation has a credit rating after such merger or consolidation of at least BBB, in the case of S&P, or Baa2, in the case of Moody’s.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall (i) fail to pay (A) any interest on any Loan, (B) any reimbursement obligation in respect of any LC Disbursement, or (C) any regularly accruing fees hereunder, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days or (ii) fail to pay any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue for 15 days after the Borrower is notified thereof by the Administrative Agent or any Lender;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;

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(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders);

(f) the Borrower or any Significant Subsidiary shall fail to make any payment of principal or interest (and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to the period of grace, if any, provided in the instrument or agreement relating to such Material Indebtedness);

(g) any event or condition occurs (i) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness (other than any Non-Recourse Indebtedness) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action for the purpose of effecting any of the foregoing;

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(j) one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (excluding any amount paid or covered by independent third-party insurance as to which the insurer has been notified of such judgment and has not denied coverage) shall be rendered against the Borrower, any Significant Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed (or, in the case of a judgment in a jurisdiction other than the United States of America or any political subdivision thereof, such longer period as the Borrower and the Administrative Agent shall agree in good faith, provided that the Borrower or such Significant Subsidiary shall be contesting such execution in accordance with appropriate proceedings; provided further that the Administrative Agent shall not agree to an additional period in excess of 120 consecutive days without the consent of the Required Lenders), or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Significant Subsidiary to enforce any such judgment;

(k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(l) a Change in Control shall occur;

(m) the Borrower or any Significant Subsidiary (i) shall fail to make any payment or delivery in respect of any Material Commodity Hedging Indebtedness, and (ii) after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, the Commodity Hedging Agreement under which such Material Commodity Hedging Indebtedness arises, and (iii) the Borrower or such Significant Subsidiary shall fail to make any payment due under such Commodity Hedging Agreement as a result of such liquidation, acceleration or early termination within the period provided under such Commodity Hedging Agreement;

(n) except as provided in Section 9.14, the Guarantee Agreement shall cease to be enforceable with respect to the Guarantor or the Guarantor shall assert in writing that the Guarantee Agreement or any guarantee thereunder has ceased to be or is not enforceable;

(o) the Borrower shall fail to comply with Section 2.21(c); or

(p) the Borrower shall fail to provide cash collateral in respect of any outstanding Letter of Credit having an expiration date after the second Business Day prior to the Maturity Date by the date that is 10 days prior to the Maturity Date in an amount equal to 102% of the LC Exposure in respect of such Letter of Credit and otherwise in accordance with Section 2.06(c) and such failure shall remain unremedied on the fifth Business Day prior to the Maturity Date;

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then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, and (iii) require the deposit of cash collateral in respect of LC Exposure as provided in Section 2.06(i), in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate, the principal of the Loans and, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, and the deposit of such cash collateral in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from (A) any confirmation of the Revolving Credit Exposure or the component amounts thereof or (B) any determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit.

The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent reasonably acceptable to the Borrower, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

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Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Acceptance or an Additional Credit Assumption Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

Notwithstanding anything herein to the contrary, neither the Arranger nor any Person named on the cover page of this Agreement as a Syndication Agent or a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders (except as provided herein with respect to consent rights over successor Administrative Agents) and the Issuing Banks, and neither the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111, Attention of Treasurer (Telecopy No. (303) 837-5150), Attention: Treasurer;

(b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A. Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Leslie Hill (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York 10179, Attention of Gitanjali Pundir (Telecopy No. (212) 270-5100);

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(c) if to the Swingline Lender, to JPMorgan Chase Bank, N.A. Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Leslie Hill (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York 10179, Attention of Gitanjali Pundir (Telecopy No. (212) 270-5100);

(d) if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Borrower;

(e) if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire; and

(f) notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

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(b) Except as provided in Section 2.21, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders (and, additionally, in each case, if its rights and obligations are affected thereby, the Swingline Lender), or in the case of the Guarantee Agreement, the Guarantor; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or the amount of any LC Disbursement or reduce the rate of interest thereon (other than a waiver of post-default additional interest as specified in Section 2.13(a)), or reduce any fees payable to any Lender hereunder, without the written consent of each Lender adversely affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or the scheduled date of payment of any LC Disbursement, or any interest thereon (other than a waiver of post-default additional interest as specified in Section 2.13(d)), or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender adversely affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby or (v) change any of the provisions of this Section 9.02(b) or the definition of “Required Lenders” (other than any change to the definition of “Required Lenders” necessary for any new class of Lenders to be treated on the same basis as existing Lenders) or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, Issuing Bank or the Swingline Lender. Notwithstanding any of the foregoing (A) no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of (1) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification or (2) any Lender that receives payment in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such amendment, waiver or other modification, (B) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) any Issuing Bank affected by such amendment stating that it objects to such amendment, and (C) this Agreement may be amended to provide for Additional Credit Commitments in the manner contemplated by Section 2.09(d) and the extension of the Maturity Date as provided in Section 2.21, in each case without any additional consents.

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SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger or, after the occurrence of a Default or an Event of Default, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided further that the Borrower, in connection with the foregoing, shall only be required to pay the fees and expenses of (A) one counsel engaged to represent the Administrative Agent and (B) in the case of the preceding clause (iii), (1) one joint counsel engaged to represent all Issuing Banks and all Lenders, plus one additional counsel for each of the parties taken as a whole who are similarly situated in the event any Issuing Bank or Lender shall have reasonably determined, or been advised by counsel, that there are or may be actual conflicts of interest, including situations in which one or more legal defenses available to it are different from or in additional to those available to any other Issuing Bank or Lender, and (2) such other joint local counsel in any applicable jurisdiction engaged to represent the Administrative Agent, all Issuing Banks and all Lenders as may be required in the reasonable judgment of the Administrative Agent.

(b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the documented fees, charges and disbursements of one counsel for the Indemnitees, taken as a whole, and, if necessary, one local counsel in any applicable jurisdiction plus one additional counsel (and one additional local counsel in each applicable jurisdiction) for each of the parties taken as a whole who are similarly situated in the event any Indemnitee shall have reasonably determined, or been advised by counsel, that there are or may be conflicts of interest, including situations in which one or more legal defenses available to it are different from or in additional to those available to any other Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation,

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investigation or proceeding (regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party, the Borrower or any Affiliate of the Borrower) relating to (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents of their obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee (or any Related Party of such Indemnitee) or, solely in the case of a claim initiated by the Borrower, material breach of such Indemnitee’s obligations under the Loan Documents in bad faith or (B) arise out of disputes solely among Indemnitees and not arising out of any act or omission by the Borrower or any of its Subsidiaries (other than any disputes against the Administrative Agent, the Swingline Lender, any Issuing Bank or the Arranger in its capacity as such). This Section 9.03(b) shall not apply with respect to Taxes.

(c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Issuing Bank or the Swingline Lender, or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any sub-agent hereof), such Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of their Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless caused by such Indemnitee’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) no party hereto shall, nor shall it permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this clause (ii) will limit the Borrower’s obligations as set forth in paragraph (b) above.

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(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that the Borrower may not (except as otherwise provided herein) assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more commercial banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it and amounts in respect of Letters of Credit at the time owing to it); provided that (i) each of the Borrower (except in the case of an assignment to a Lender or an Affiliate of a Lender), the Administrative Agent and any Issuing Bank (and, in the case of an assignment of all or a portion of any Lender’s obligations in respect of its Swingline Exposure, the Swingline Lender) must give their prior written consent to such assignment (which consents shall not be unreasonably withheld), (ii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent), if less than the entire remaining amount of the assigning Lender’s commitment, shall not in any event be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that (A) any consent of the Borrower otherwise required under the first proviso to this paragraph shall (1) not be required if an Event of Default under clauses (a), (b), (h) or (i) of Article VII (with respect to the Borrower) has occurred and is continuing and (2) for any assignment, be deemed to have been given by the Borrower unless it shall object to such assignment by written notice to the Administrative Agent within five Business Days after having first received notice thereof, and (B) notwithstanding any other provision in this paragraph (b) (including the preceding clause (A) of this proviso), the prior written

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consent of the Borrower shall be required in the case of any assignment to a Person referred to in clause (v) of Section 9.04(e). Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

(c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of and stated interest on the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(e) Any Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Disbursements owing to it); provided that (i) unless the Participant is an Affiliate or an affiliated funding vehicle of such Lender, the Borrower’s consent, in its sole discretion, shall be required for the sale of such participation, (ii) such Lender’s obligations under this Agreement shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) notwithstanding any other provision in this paragraph (e), no Lender may, without the Borrower’s prior written consent, sell participations in any Loan, Commitment or LC Disbursements to Persons (other than banks and similar financial institutions) that are engaged in the gold or minerals business and which are designated in writing from time to time by the Borrower as Persons that are ineligible to participate in Loans or LC Disbursements and Commitments; provided further that any consent of the Borrower otherwise required under the first proviso to this paragraph (other than any consent required under clause (v) of this paragraph) shall (x) not be required if an Event of Default under clauses (a), (b), (h) or (i) of Article VII (with respect to the Borrower) has occurred and is continuing and (y) be deemed to have been given by the Borrower unless it shall object to such participation by written notice to the Administrative Agent within five Business Days after having first received notice thereof. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender or Issuing Bank)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender or Issuing Bank would have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

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(f) Each Lender agrees that it will only provide to a Participant information relating to the Borrower and its Subsidiaries that (i) is or becomes generally available to the public other than as a result of a disclosure by such Lender or its agents, employees or advisors or (ii) becomes available on a nonconfidential basis, in each case other than from a source which is bound by a confidentiality agreement with the Borrower.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of such Loan Document; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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SECTION 9.08. Right of Setoff. If the Loans shall have become due and payable, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to and shall not limit other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 (other than by electronic communications or telecopy). Nothing in this Agreement or any other Loan Document will affect the right of any party hereto or thereto to serve process in any other manner permitted by law.

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SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory body, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case, the Administrative Agent, such Issuing Bank or such Lender shall, to the extent not inconsistent with applicable law or such Person’s internal policies, use reasonable efforts to promptly inform the Borrower thereof), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee or prospective assignee of any of its rights or obligations under this Agreement, (g) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (h) to any credit insurance provider relating to the Borrower and its obligations (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to

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keep such Information confidential), (i) with the consent of the Borrower or (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower not subject (to the knowledge of the Administrative Agent, such Issuing Bank or such Lender) to a confidentiality agreement with the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. USA Patriot Act. Each Lender and each Issuing Bank hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act. Each Loan Party shall promptly, following a request by the Administrative Agent, any Lender or any Issuing Bank, provide all documentation and other information that the Administrative Agent, such Lender or such Issuing Bank reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

SECTION 9.14. Release of Newmont USA as a Guarantor. Newmont USA shall automatically be released from its obligations as a Guarantor under the Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which Newmont USA (a) ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise, or (b) is released from its obligations under the Guarantee Agreement pursuant to the terms thereof. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

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ARTICLE X

Treatment of Loans for Purposes of Regulation U

SECTION 10.01. Treatment for Purposes of Regulation U. The Borrower and the Lenders agree that, (i) if at any time the proceeds of any Loans are to be used in any manner which would cause such Loans to be classified as “purpose loans” under Regulation U of the Board (all such Loans being herein referred to as “Purpose Loans” and all other Loans being herein referred to as “Non-Purpose Loans”), and (ii) if at the time of the making of any Loan after giving effect to which Purpose Loans are outstanding and the representation contained in the third sentence of Section 3.12 cannot be made, the Borrower shall so notify the Administrative Agent (and the Administrative Agent shall so notify the Lenders) prior to the making of each such Loan (specifying the amount to be so used) and, from and after such date, this Article X shall apply.

SECTION 10.02. Allocation of Credit. The Loans made hereunder by each Lender shall at all times be treated for purposes of Regulation U as three separate extensions of credit (the “A Credit”, the “B Credit” and the “C Credit” of such Lender; collectively, the “A Credits”, the “B Credits” and the “C Credits”), as follows:

(a) the principal amount of the A Credit of such Lender shall be an amount equal to the aggregate of the A Portions of all Purpose Loans made by such Lender (for purposes of this Article X, the “A Portion” of any Purpose Loan shall be a portion of the original principal amount of such Purpose Loan equal to such Lender’s Commitment Percentage of the maximum loan value of the Margin Stock (including the Margin Stock to be purchased with such Purpose Loan) referred to in Section 10.03(a) (minus any part of such Margin Stock allocated by such Lender under this paragraph (a) to prior Purpose Loans made by it) as determined by such Lender at the time of the making of such Purpose Loan in accordance with Regulation U) minus all payments and prepayments applied thereto in accordance with Sections 10.03(a) and (b) and Section 10.04;

(b) the principal amount of the B Credit of such Lender shall be an amount equal to the aggregate of the B Portions of all Purpose Loans made by such Lender (for purposes of this Article X, the “B Portion” of any Purpose Loan shall mean the difference between the original principal amount of such Purpose Loan and the A Portion of such Purpose Loan) minus all payments and prepayments applied thereto in accordance with Sections 10.03(a) and (b) and Section 10.04; and

(c) the principal amount of the C Credit of such Lender shall be an amount equal to the aggregate of the portions (the “C Portions”) of all Loans made by such Lender other than the A Portions and the B Portions of such Loans minus all payments and prepayments applied thereto in accordance with Sections 10.03(a) and (b) and Section 10.04.

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SECTION 10.03. Allocation of Collateral. (a) The benefits of negative pledges in favor of the Lenders (direct and indirect) in the Margin Stock and the proceeds thereof provided for by this Agreement shall be allocated to the payment of the principal of and interest on the A Credits of the Lenders and of all other amounts payable by the Borrower under this Agreement in connection with the A Credits (collectively, the “A Credit Amounts”); after the payment in full of the A Credit Amounts such benefits shall be allocated to the payment of the principal of and interest on first the B Credits of the Lenders and of all other amounts payable by the Borrower under this Agreement in connection with the B Credits (collectively, the “B Credit Amounts”) and second the C Credits of the Lenders and of all other amounts payable by the Borrower under this Agreement in connection with the C Credits (collectively, the “C Credit Amounts”). The Borrower agrees that it shall not, and shall not permit any of its subsidiaries to, sell, transfer or otherwise dispose of any shares of Margin Stock, or otherwise withdraw or substitute any direct or indirect security for any Purpose Loans, unless after giving effect thereto and to any prepayments of Loans to be made in connection therewith, such sale, transfer, disposition or other withdrawal or substitution would be permissible under Section 221.3(f) of Regulation U.

(b) The benefits of the negative pledges in favor of the Lenders (direct and indirect) in the assets of the Borrower other than Margin Stock provided for by this Agreement shall be allocated first to the payment of the B Credit Amounts and second to the payment of the C Credit Amounts; and only after the payment in full of all B Credit Amounts and C Credit Amounts, to the payment of the A Credit Amounts.

(c) Each Lender will mark its records to identify irrevocably the A Credit of such Lender with the benefits described in paragraph (a) of this Section 10.03 and the B Credit of such Lender with the benefits described in paragraph (b) of this Section 10.03 upon which it is relying as security for the B Credit and the C Credit of such Lender with the benefits described in paragraph (b) of this Section 10.03 upon which it is relying as security for the C Credit.

(d) In order to better enable the Lenders to comply with paragraph (c) of this Section 10.03, Purpose Loans shall be treated as separate and distinct “Loans” (A Credits, being credits for which the Lender is relying upon Margin Stock as security and B Credits, being credits for which the Lender is relying upon assets other than Margin Stock as security) and shall be treated as separate and distinct from Non-Purpose Loans (C Credits, being credits for which the Lender is relying as security on assets other than the assets required to secure the A Credits and B Credits) for purposes of borrowings, payments, prepayments and conversions of Loans under this Agreement and the determination of Interest Periods with respect thereto.

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SECTION 10.04. Allocation of Payments. Except as otherwise specifically provided in this Agreement (but in any event subject to the requirements of Regulation U), all payments and prepayments by the Borrower of the Loans shall be applied first to the payment or prepayment of the A Credits, second to the payment or prepayment of the B Credits and third to the payment or prepayment of the C Credits, provided that each such payment and prepayment made with funds derived from assets subject to the provisions of paragraph (b) of Section 10.03 shall be applied first to the payment or prepayment of the B Credit Amounts, second to the payment or prepayment of the C Credit Amounts and third to the payment or prepayment of the A Credit Amounts; and provided further, that each such payment and prepayment made with funds derived from assets subject to the provisions referred to in paragraph (a) of Section 10.03 shall be applied first to the payment or prepayment of the A Credit Amounts, second to the payment or prepayment of the B Credit Amounts and third to the payment or prepayment of the C Credit Amounts.

SECTION 10.05. Information. The Borrower will furnish to each Lender, prior to the making of any Loan or at any time thereafter upon the request of such Lender, such information as such Lender may require to distinguish between Purpose Loans and Non-Purpose Loans and to determine the A, B and C Portions thereof, and from time to time such other information as such Lender may require to comply with paragraphs (c) and (d) of Section 10.03 and with Section 10.04 and to further determine compliance with Regulation U, and such documents as such Lender may require to comply with Regulation U.

SECTION 10.06. Individual Lender Responsibility. Each Lender shall be responsible for its own compliance with and administration of the provisions of this Article X, and the Administrative Agent shall have no responsibility for any determinations or allocations (including, without limitation, any allocations of payments or prepayments) made or to be made by any Lender as required by such provisions. Notwithstanding anything else provided herein, nothing contained in this Article X shall bind any Lender to act (or to fail to act) in any manner that could cause such Lender to violate, or could result in the violation of, any applicable law, rule, regulation or order of any Governmental Authority.

86

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

NEWMONT MINING CORPORATION,
By:	/s/ Thomas P. Mahoney
	Name:	Thomas P. Mahoney
	Title:	Vice President and Treasurer
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and Swingline Lender,
By:	/s/ Gitanjali Pundir
	Name:	Gitanjali Pundir
	Title:	Vice President

LENDER SIGNATURE PAGE TO
THE NEWMONT MINING CREDIT AGREEMENT
DATED THE DATE FIRST ABOVE WRITTEN

Name of Institution:
Citibank, N.A.
by	/s/ Raymond G. Dunning
	Name: Raymond G. Dunning
	Title:   Vice President
Name of Institution:
HSBC Bank USA, National Association
by	/s/Adam Hendley
	Name: Adam Hendley
	Title:   Vice President
Name of Institution:
Sumitomo Mitsui Banking Corporation
by	/s/ Masakazu Hasegawa
	Name: Masakazu Hasegawa
	Title:   General Manager

Name of Institution:
The Bank of Nova Scotia
by	/s/ Ray Clarke
	Name: Ray Clarke
	Title:   Managing Director
For any Institution requiring a second signature line:
by	/s/ Ian Stephenson
	Name: Ian Stephenson
	Title:   Director
Name of Institution:
The Royal Bank of Scotland plc
by	/s/ Brian Williams
	Name: Brian Williams
	Title:   Authorized Signatory

Name of Institution:
UBS Loan Finance LLC
by	/s/ Irja R. Otsa
	Name: Irja R. Otsa
	Title:   Associate Director
	Banking Products
	Services, US
For any Institution requiring a second signature line:
by	/s/ Mary E. Evans
	Name: Mary E. Evans
	Title:   Associate Director
	Banking Products
	Services, US
Name of Institution:
Bank of Montreal, Chicago Branch
by	/s/ Joseph W. Linder
	Name: Joseph W. Linder
	Title:   Vice President

Name of Institution:
BNP Paribas
by	/s/ Claudia Zarate
	Name: Claudia Zarate
	Title:   Director
For any Institution requiring a second signature line:
by	/s/ Francis J. Delaney
	Name: Francis J. Delaney
	Title:   Managing Director
Name of Institution:
Deutsche Bank AG New York Branch
by	/s/ Philippe Sandmeier
	Name: Philippe Sandmeier
	Title:   Managing Director
For any Institution requiring a second signature line:
by	/s/ Ming K. Chu
	Name: Ming K. Chu
	Title:   Vice President

Name of Institution:
Australia and New Zealand Banking Group Limited
by	/s/ John W. Wade
	Name:	John W. Wade
	Title:	Deputy General Manager Head of Operations and Infrastructure

Schedule 1.01

Letters of Credit

Issuance Date	Borrower	Ref. No.	Amount		Exp. Date	Beneficiary
June 24, 2004	Newmont Mining Corporation	P-249319	$	3,643,300.00	June 24, 2011	Federal Insurance Company
July 5, 2006	Newmont Mining Corporation	TPTS-269643	$	1,700,000.00	June 30, 2011	GE Reinsurance Corporation f/k/a Kemper
June 20, 2007	Newmont Mining Corporation	TPTS-332423	$	1,600,000.00	April 29, 2012	XL Specialty Ins. Co. and/or Greenwich
March 9, 2005	Newmont Mining Corporation	TPTS-201566	$	5,203,500.00	September 12, 2011	CO Dept. of Public Health and Environ
September 22, 2005	Newmont Mining Corporation	TPTS-202273	$	226,600.00	September 22, 2011	CO Div. of Minerals and Geology
February 17, 2006	Newmont Mining Corporation	TPTS-234759	$	7,400,000.00	January 30, 2012	CO Div. of Minerals and Geology
October 27, 2005	Newmont Mining Corporation	TPTS-210555	$	71,000.00	October 27, 2011	NV Division of Environmental Protection
February 4, 2008	Newmont Mining Corporation	TPTS-333107	$	1,750,000.00	January 31, 2012	NV Division of Environmental Protection
June 3, 2004	Newmont Mining Corporation	P-248918	$	1,840,620.00	June 1, 2012	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250162	$	25,391,056.00	August 13, 2011	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250163	$	3,475,000.00	August 13, 2011	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250164	$	178,915.00	August 13, 2011	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250165	$	3,496,260.00	August 13, 2011	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250166	$	422,953.00	August 13, 2011	US Dept. of Interior, BLM
August 9, 2004	Newmont Mining Corporation	P-250167	$	2,000,000.00	August 13, 2011	US Dept. of Interior, BLM
September 15, 2004	Newmont Mining Corporation	P-250738	$	1,000,000.00	September 15, 2011	US Dept. of Interior, BLM
February 7, 2005	Newmont Mining Corporation	P-620868	$	3,000,000.00	February 4, 2012	US Dept. of Interior, BLM
March 9, 2005	Newmont Mining Corporation	P-622833	$	500,000.00	March 10, 2012	US Dept. of Interior, BLM

Issuance Date	Borrower	Ref. No.	Amount		Exp. Date	Beneficiary
September 21, 2005	Newmont Mining Corporation	TPTS-203062	$	727,837.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203063	$	37,643,406.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203066	$	6,108,462.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203072	$	1,000,000.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203075	$	1,805,494.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203079	$	1,500,000.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203080	$	868,821.00	September 16, 2011	US Dept. of Interior, BLM
September 21, 2005	Newmont Mining Corporation	TPTS-203081	$	12,000.00	September 16, 2011	US Dept. of Interior, BLM
February 14, 2006	Newmont Mining Corporation	TPTS-236330	$	128,051.00	February 10, 2012	US Dept. of Interior, BLM
March 14, 2006	Newmont Mining Corporation	TPTS-245855	$	16,900.00	March 10, 2012	US Dept. of Interior, BLM
May 20, 2010	Newmont Mining Corporation	TFTS-844386	$	581,513.00	May 19, 2012	US Dept. of Interior, BLM
May 20, 2010	Newmont Mining Corporation	TFTS-844387	$	206,979.00	May 19, 2012	US Dept. of Interior, BLM
July 7, 2010	Newmont Mining Corporation	TFTS-843937	$	2,379,963.00	June 29, 2012	US Dept. of Interior, BLM
February 7, 2011	Newmont Mining Corporation	TFTS-909172	$	63,600,000.00	February 4, 2012	US Dept. of Interior, BLM
September 26, 2008	Newmont Mining Corporation	TPTS-690448	$	14,500,000.00	September 26, 2011	US EPA
June 5, 2007	Newmont Mining Corporation	SLCPPDX03880	$	1,866,977.00	June 5, 2011	NV Division of Environmental Protection
June 5, 2007	Newmont Mining Corporation	SLCPPDX03882	$	14,700,108.00	February 29, 2012	NV Division of Environmental Protection
February 15, 2008	Newmont Ghana	TPTS-348229	$	40,859,477.00	February 15, 2012	Ghana Environmental Protection Agency
August 31, 2007	Newmont Indonesian Limited	TPTS-389682	$	1,000,000.00	August 31, 2011	Zurich American Insurance Company
December 5, 2006	Newmont USA Ltd	TPTS-297641	$	31,900.00	November 29, 2011	US Dept. of Agriculture, Forest Service
December 15, 2010	Newmont USA Ltd dba Newmont Mining Corporation	TFTS-895978	$	29,200.00	December 10, 2011	US Dept. of Agriculture, Forest Service
February 3, 2010	Newmont USA Ltd dba Newmont Mining Corporation	TFTS-818348	$	381,098.00	January 12, 2012	US Dept. of Interior, BLM
August 26, 2010	Newmont USA Ltd dba Newmont Mining Corporation	TFTS-868508	$	133,881.00	August 23, 2011	US Dept. of Interior, BLM

Schedule 2.01

Commitments

Lender	Allocation
JPMorgan Chase Bank, N.A.	$	160,000,000.00
Citibank, N.A.	$	140,000,000.00
HSBC Bank USA, National Association	$	140,000,000.00
Sumitomo Mitsui Banking Corporation	$	140,000,000.00
The Bank of Nova Scotia	$	140,000,000.00
The Royal Bank of Scotland plc	$	140,000,000.00
UBS Loan Finance LLC	$	140,000,000.00
Bank of Montreal	$	140,000,000.00
BNP Paribas	$	140,000,000.00
Deutsche Bank AG New York Branch	$	140,000,000.00
Australia and New Zealand Banking Group Limited	$	90,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A.	$	90,000,000.00
Bank of America, N.A.	$	90,000,000.00
Canadian Imperial Bank of Commerce	$	90,000,000.00
Commonwealth Bank of Australia	$	90,000,000.00
Credit Suisse AG, Cayman Islands Branch	$	90,000,000.00
Mizuho Corporate Bank, Ltd., New York Branch	$	90,000,000.00
Royal Bank of Canada	$	90,000,000.00
Societe Generale	$	90,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	90,000,000.00
U.S. Bank National Association	$	90,000,000.00
Westpac Banking Corporation	$	90,000,000.00
TOTAL:	$	2,500,000,000.00

Schedule 3.06

Disclosed Matters

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

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

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

In the court proceedings, St. Andrew alleged that in the 2006 Agreement it only agreed to assume royalty obligations equal to 0.013% of net smelter returns from operations on the Holt Property. Such an interpretation of the 2006 Agreement makes Newmont responsible for any royalties exceeding that amount payable to Royal Gold pursuant to the Barrick Royalty, which is a royalty determined by multiplying 0.00013 by the quarterly average gold price. On July 23, 2009, the Superior Court issued a decision finding in favor of St. Andrews’ interpretation. On August 21, 2009, Newmont Canada appealed the decision. On May 13, 2011, the Ontario Court of Appeal upheld the lower court ruling, finding Newmont liable for the sliding scale royalty, which equals a 13% royalty at a quarterly average gold price of $1,000, minus a 0.013% of net smelter returns. There is no cap on the sliding scale royalty and it increases or decreases with the gold price, based upon the multiplication of 0.00013 by the quarterly average gold price.

NWG Investments Inc. v. Fronteer Gold, Inc.

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

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

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

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

Schedule 3.13

NEWMONT MINING CORPORATION AND SUBSIDIARIES

As of May 17, 2011

Name	State/Country of Incorporation	Ownership Percentage
Newmont Mining Corporation	Delaware, USA
Dacia Exploration S.R.L.	Romania		100	%
Dafrico (Overseas) Ltd	Cyprus		100	%
Moydow Limited	Ghana		100	%
Newmont LaSource SAS	France		16.9251	%
N.I. Limited	Bermuda		100	%
Newmont Australia Holdings Pty Ltd	Victoria, Australia		100	%
Newmont Australia Pty Ltd	Victoria, Australia		70.68	%
National Shareholder Services Pty Ltd	Western Australia		100	%
Newmont AP Power Pty Ltd	Western Australia		100	%
Newmont Capital Pty Ltd	New South Wales, Australia		100	%
Pacific-Nevada Mining Pty Ltd	Australian Capital Territory		100	%
Newmont Landco Pty Ltd	Western Australia		100	%
Newmont Metals Pty Ltd	Australian Capital Territory		100	%
Newmont Golden Grove Operations Pty Ltd	Western Australia		100	%
Newmont Mining Finance Pty Ltd	Australian Capital Territory		100	%
Newmont Mining Holdings Pty Ltd	South Australia		100	%
Newmont Exploration Pty Ltd	South Australia		100	%
Newmont Gold Pty Ltd	Western Australia		100	%
GMK Investments Pty Ltd	South Australia		100	%
GMKI Pty Ltd	Australia Capital Territory		100	%
GPS Finance Pty Ltd	Australia Capital Territory		100	%
Newmont Power Pty Ltd	South Australia		100	%
NP Kalgoorlie Pty Ltd	South Australia		100	%
Goldfields Power Pty Ltd	Western Australia		50	%
Newmont Yandal Operations Pty Ltd	Victoria, Australia		12.557	%
Great Central Holdings Pty Ltd	Victoria, Australia		100	%
Eagle Mining Pty Ltd	Western Australia		100	%
Hunter Resources Pty Ltd	Queensland, Australia		100	%
Quotidian No. 117 Pty Ltd	Victoria, Australia		100	%
Matlock Mining Pty Ltd	Western Australia		46.5	%
Matlock Mining Pty Ltd	Western Australia		53.5	%
Australian Metals Corporation Pty Ltd	Western Australia		100	%
Great Central Mines Pty Ltd	Western Australia		100	%
Matlock Castellano Pty Ltd	Western Australia		100	%
Great Central Investments Pty Ltd	Victoria, Australia		100	%
Newmont Wiluna Mines Pty Ltd	Western Australia		100	%
Newmont Wiluna Gold Pty Ltd	Queensland, Australia		100	%
Newmont Wiluna Metals Pty Ltd	Western Australia		100	%
Newmont Finance Pty Ltd	South Australia		100	%
Newmont GMK Holdings Pty Ltd	Western Australia		100	%
Kalgoorlie Lake View Pty Ltd	Victoria, Australia		100	%
Norkal Pty Ltd	Western Australia		100	%
Macapa Pty Ltd	Western Australia		100	%
North Kalgurli Mines Pty Ltd	Western Australia		100	%
Newmont GRPL Pty Ltd	Western Australia		100	%
Newmont Gold Exploration Pty Ltd	Western Australia		100	%
Newmont Gold Marketing & Finance Pty Ltd	South Australia		100	%
Australian Gold Alliance Pty Ltd	South Australia		100	%
Newmont Gold Treasury Pty Ltd	South Australia		100	%
Newmont Group Finance Pty Ltd	South Australia		100	%

1

Name	State/Country of Incorporation	Ownership Percentage
Newmont NGL Holdings Pty Ltd	Northern Territory, Australia		100	%
Newmont Boddington Holdings Pty Ltd	South Australia		100	%
Newmont Boddington Investments Pty Ltd	South Australia		100	%
Newmont Boddington Pty Ltd	South Australia		100	%
Newmont Boddington Gold Pty Ltd	Western Australia		100	%
Newmont Kaltails Pty Ltd	Victoria, Australia		100	%
Newmont Pajingo Pty Ltd	Western Australia		100	%
Newmont Tanami Pty Ltd	South Australia		57.39	%
Otter Gold Mines Pty Ltd	Victoria, Australia		100	%
Otter Gold Pty Ltd	New South Wales, Australia		100	%
Wirralie Gold Mines Pty Ltd	Queensland, Australia		100	%
Newmont Pacific Energy Pty Ltd	New South Wales, Australia		100	%
Yandal Gold Holdings Pty Ltd	Australian Capital Territory		100	%
Yandal Gold Pty Ltd	Western Australia		100	%
Newmont Yandal Operations Pty Ltd	Victoria, Australia		59.6361	%
Newmont International Exploration Pty Ltd	South Australia		100	%
Newmont Asia Pty Ltd	South Australia		100	%
Kepala Burung Offshore Pty Ltd	Victoria, Australia		36.11	%
Newmont International Holdings Pty Ltd	South Australia		100	%
Newmont Mining Services Pty Ltd	South Australia		100	%
Newmont Australia Superannuation Plan Pty Ltd	South Australia		50	%
Newmont Pacific Pty Ltd	New South Wales, Australia		100	%
Newmont Tanami Pty Ltd	South Australia		42.61	%
Newmont Woodcutters Pty Ltd	New South Wales, Australia		100	%
Newmont Yandal Operations Pty Ltd	Victoria, Australia		27.8069	%
Newmont Capital Limited	Nevada, USA		88.65	%
Fronteer Development (USA) Inc.	Delaware, USA		89	%
Newmont USA Limited	Delaware, USA		100	%
Balkhash Mining and Exploration Inc.	Delaware, USA		100	%
Battle Mountain Gold Company	Nevada, USA		100	%
Battle Mountain Exploration Company	Texas, USA		100	%
Battle Mountain (Irian Jaya) Ltd.	Nevada, USA		100	%
Battle Mountain Resources Inc.	Nevada, USA		100	%
Minera BMG	Nevada, USA		100	%
Minera Choluteca S.A. de C.V.	Honduras		50	%
Newmont Australia Investment Limited	Delaware, USA		100	%
Newmont Bolivia Limited	Nevada, USA		100	%
Empresa Minera La Joya S.R.L.	Bolivia		75.5	%
Newmont Canada Corporation	Nova Scotia, Canada		11.76	%
PT Newmont Minahasa Raya	Indonesia		80	%
Silidor Mines Inc.	Quebec		100	%
Newmont McCoy Cove Limited	Nevada, USA		100	%
Newmont Nova Scotia ULC	Nova Scotia, Canada		100	%
Newmont Canada Corporation	Nova Scotia, Canada		.98	%
Canmont Mining Properties Limited	Delaware, USA		100	%
Newmont Global Employment Limited Partnership	Bermuda		1	%
Dawn Mining Company LLC	Delaware, USA		51	%
Elko Land and Livestock Company	Nevada, USA		100	%
G.F. Holdings B.V.	Netherlands		100	%
Hospah Coal Company	Delaware		100	%
Idarado Mining Company	Delaware, USA		100	%
Idarado Legacy, LLC	Colorado, USA		80	%
Minera Newmont (Chile) Limitada	Chile		99	%
New Verde Mines LLC	Delaware, USA		100	%
Newmont de Mexico S.A. de C.V.	Mexico		99	%
Newmont Global Employment Limited	Bermuda		99	%

2

Name	State/Country of Incorporation	Ownership Percentage
Newmont Gold Company	Delaware, USA		100	%
Newmont GTR LLC	Nevada, USA		100	%
Newmont Indonesia Investment Limited	Delaware, USA		100	%
Newmont Indonesia Limited	Delaware, USA		100	%
Newmont Nusa Tenggara Holdings B.V.	Netherlands		100	%
Nusa Tenggara Partnership B.V.	Netherlands		56.25	%
PT Newmont Nusa Tenggara	Indonesia		56	%
Nusa Tenggara Partnership	Netherlands		56.25	%
PT Bhinneka Investama Indonesia	Indonesia		27.56	%
PT Investama Utama Indonesia	Indonesia		51	%
PT Investama Utama Indonesia	Indonesia		27.56	%
Newmont International Services Limited	Delaware, USA		100	%
PT Newmont Pacific Nusantara	Indonesia		1	%
Newmont Kazakhstan Gold Limited	Delaware, USA		100	%
Newmont Latin America Limited	Delaware, USA		100	%
Minera Los Tapados S.A.	Peru		.0144	%
Minera Newmont (Chile) Limitada	Chile		1	%
Newmont de Mexico S.A. de C.V.	Mexico		1	%
Newmont Midas Holdings Limited	Nevada, USA		90.9	%
Newmont Midas Operations Inc.	Nevada, USA		100	%
Newmont Nevada Energy Investment LLC	Delaware, USA		100	%
Newmont NL Limited	Delaware, USA		100	%
Newmont North America Exploration Limited	Delaware, USA		100	%
Newmont Overseas Exploration Limited	Delaware, USA		100	%
PT Newmont Pacific Nusantara	Indonesia		99	%
Suriname Gold Company, LLC	Delaware, USA		50	%
Newmont Peru Limited	Delaware, USA		100	%
Minera Chaupiloma Dos de Cajamarca S.R.L.	Peru		40	%
Minera Los Tapados S.A.	Peru		99.9856
Newmont Investment Holdings LLC	Delaware, USA		100	%
Newmont Perú S.R.L.	Peru		.00026	%
Newmont Perú S.R.L.	Peru		99.99974	%
Newmont Realty Company	Delaware, USA		100	%
Newmont Russia Limited	Delaware, USA		100	%
Newmont Second Capital Corporation	Delaware, USA		100	%
Minera Yanacocha S.R.L.	Peru		51.35	%
Newmont Mines Limited	Delaware, USA		100	%
Newmont Technologies Limited	Nevada, USA		100	%
Newmont (Uzbekistan) Limited	Cyprus		60	%
Resurrection Mining Company	Delaware, USA		100	%
San Juan Basin Coal Holding Company	Delaware, USA		100	%
Santa Fe Pacific Gold Corporation	Delaware, USA		100	%
Yandal Bond Company Limited	Delaware, USA		100	%
Newmont Australia Pty Ltd	Victory, Australia		13.14	%
Newmont FH B.V.	Netherlands		100	%
Fronteer de Mexico S.A. de C.V.	Mexico		100	%
Fronteer Holdings Inc.	Cayman Islands		100	%
Newmont Canada Holdings ULC	British Columbia, Canada		100	%
Fronteer Development (USA) Inc.	Delaware, USA		11	%
Fronteer Development LLC	Delaware, USA		100	%
Fronteer Royalty LLC	Delaware, USA		100	%
Nevada Eagle Resources LLC	Nevada, USA		100	%
Pittston Nevada Gold Corp.	Nevada, USA		100	%
Newmont Holdings ULC	Nova Scotia, Canada		1	%
Newmont Holdings ULC	Nova Scotia, Canada		99	%

3

Name	State/Country of Incorporation	Ownership Percentage
Newmont Mining Corporation of Canada Limited	Canada		100	%
1461160 Alberta Ltd.	Alberta, Canada		50	%
Butterpot Resources ULC	British Columbia, Canada		100	%
Newmont Australia Pty Ltd	Western Australia		16.18	%
Newmont Canada Corporation	Nova Scotia, Canada		88.24	%
Newmont Northern Mining ULC	British Columbia, Canada		100	%
Miramar Gold Corporation	Nevada, USA		100	%
Miramar Northern Mining Ltd.	British Columbia, Canada		100	%
Con Exploration Ltd.	British Columbia, Canada		100	%
Hope Bay Mining Ltd.	British Columbia, Canada		100	%
Miramar HBG Inc.	Quebec, Canada		100	%
Vol Mines Ltd.	British Columbia, Canada		100	%
Newmont Mining B.C. ULC	British Columbia, Canada		100	%
Newmont Capital Limited	Nevada, USA		11.35	%
Orcana Resources Inc.	Nevada, USA		100	%
Talapoosa Mining Inc.	Nevada, USA		100	%
Newmont LaSource SAS	France		16.7001	%
Euronimba Ltd	Jersey, U.K.		43.5	%
Societe Des Mines de Fer de Guinee	Guinea		95	%
Gold Discovery Company	Cayman Islands		55	%
Newmont Golden Ridge Limited	Ghana		100	%
Newmont Ghana Gold Limited	Ghana		100	%
Societe Miniere de Sabodala	Senegal		50.6	%
Newmont Mineral Holdings B.V.	Netherlands		100	%
European Gold Refineries Holding SA	Switzerland		60.64	%
Finorafa S.A.	Switzerland		100	%
Valcambi S.A.	Switzerland		100	%
Newmont Ventures Limited	Delaware		100	%
Newmont (Guyana) Incorporated	Guyana		100	%
NVL (Guinée) SARL	Guinea		100	%
NVL (USA) Limited	Delaware		100	%
NVL Caucasus Limited LLC	Armenia		100	%
NVL Haiti Limited S.A.	Haiti		100	%
NVL PNG Limited	Papua New Guinea		100	%
NVL Saramacca Mining LLC	Delaware		100	%
NVL Solomon Islands Limited	Solomon Islands		100	%
Saddleback Investments Pty Ltd	Western Australia		100	%
Newmont Waihi Gold Limited	New Zealand		100	%
Waihi Gold Company Limited	New Zealand		100	%
Newmont (Uzbekistan) Limited	Cyprus		40	%
Normandy Overseas Holding Company Sdn Bhd	Malaysia		100	%
Normandy Company (Malaysia) Sdn Bhd	Malaysia		100	%
Newmont International Group BV	Netherlands		100	%
Newmont Latin America Inc.	Canada		100	%
Newmont LaSource SAS	France		66.3748	%

4

Schedule 6.02

EXISTING LIENS

The Liens securing the following Indebtedness are in existence on the effective date:

Leaseback of the Refractory Ore Treatment Plant	169,365,711
Ahafo IFC Project Financing	59,999,993

PENDING LIENS

Minera Yanacocha Project Financing	2,500,000,000
PTNNT Project Financing	600,000,000

EXHIBIT A

[FORM OF] ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents. Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement.

1. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitments of the Assignor on the Assignment Date and the Loans owing to the Assignor which are outstanding on the Assignment Date. The Assignor represents and warrants that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interests are free and clear of any Liens. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

2. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) to the extent required, any documentation required to be delivered by the Assignee pursuant to Section 2.17(f) of the Credit Agreement, (ii) if the Assignee is not already a Lender under the Agreement, an Administrative Questionnaire in the form provided by the Administrative Agent and (iii) a processing and recordation fee in the amount of $3,500.

3. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Form of Assignment and Acceptance

A-1

Effective Date of Assignment (“Assignment Date”):

		Percentage Assigned
		of Commitment
		(set forth, to at least
	Principal Amount	8 decimals, as a
	Assigned (and	percentage of the
	identifying information	aggregate Commitments
	as to individual	of all Lenders
Facility	Competitive Loans)	thereunder)
Commitment Assigned	$		%
Revolving Loans Assigned
Competitive Loans Assigned
Swingline Obligations Assigned

The terms set forth herein are hereby agreed to:

___________________, as Assignor,		Consented to (if required)
		NEWMONT MINING CORPORATION,
by		by
	Name:		Name:
	Title:		Title:

Form of Assignment and Acceptance

A-2

____________________, as Assignee,		Consented to (if required):
		JPMORGAN CHASE BANK, N.A., as Administrative Agent
by		by
	Name:		Name:
	Title		Title
		Consented to (if required):
		[          ], as
		an Issuing Bank
		by
			Name:
			Title

Form of Assignment and Acceptance

A-3

EXHIBIT B

[FORM OF] ASSUMPTION AGREEMENT

[name of surviving corporation], a ______ corporation (the “Surviving Corporation”), the surviving corporation of the merger of Newmont Mining Corporation, a Delaware corporation (the “Company”), with and into the Surviving Corporation, hereby expressly assumes all rights, obligations and liabilities of the Company under the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents, and any promissory notes. From and after the date hereof, all references in the Credit Agreement and any promissory notes to the Company (except historical references in the representations and warranties which should continue to apply to the Company) shall be deemed to be references to the Surviving Corporation, which shall hereafter be a Borrower for all purposes of the Credit Agreement and any promissory notes.

IN WITNESS WHEREOF, the Surviving Corporation has caused its duly authorized officer to execute and deliver this Assumption Agreement as of ______, 20[ ] which is the date of the merger referred to above.

[NAME OF SURVIVING CORPORATION]
By
	Name:
	Title:

Form of Assumption Agreement

B-1

EXHIBIT C

[FORM OF]
U.S. TAX CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) all interest payments made under any Loan Document are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Form of U.S. Tax Certificate

C-1

[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) all interest payments made under any Loan Document are not effectively connected with the undersigned’s or its partners’/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Form of U.S. Tax Certificate

C-2

[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) all interest payments made under any Loan Document are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Form of U.S. Tax Certificate

C-3

[FORM OF]
U.S. TAX CERTIFICATE
(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) all interest payments made under any Loan Document are not effectively connected with the undersigned’s or its partners’/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Form of U.S. Tax Certificate

C-4

EXHIBIT D

[FORM OF]

GUARANTEE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among NEWMONT USA LIMITED (the “Guarantor”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Guarantor will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to continue to extend such credit. Accordingly, the parties hereto agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement.

SECTION 2. Guarantee. (a) The Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of the Borrower. The Guarantor further agrees that the due and punctual payment of the Obligations of the Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any Obligation.

(b) The Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Lender to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement, any Loan Document or otherwise; (ii) any extension or renewal of any of the Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any Loan Document or other agreement; (iv) the failure or delay of any Lender to exercise any right or remedy against any other guarantor of the Obligations; (v) the failure of any Lender to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement or instrument; (vi) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (vii) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity or which would impair or eliminate any right of the Guarantor to subrogation.

Form of Guarantee Agreement

D-1

(c) The Guarantor further agrees that its guarantee hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of the Borrower or any Subsidiary or any other Person.

(d) The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than the indefeasible payment in full in cash of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise.

(e) The Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender upon the bankruptcy or reorganization of the Borrower or otherwise.

(f) In furtherance of the foregoing and not in limitation of any other right which any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Lenders in cash an amount equal to the unpaid principal amount of such Obligation.

(g) Upon payment in full by the Guarantor of any Obligation of the Borrower, each Lender shall, in a reasonable manner, assign to the Guarantor the amount of such Obligation owed to such Lender and so paid, such assignment to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor, or make such disposition thereof as the Guarantor shall direct (all without recourse to any Lender and without any representation or warranty by any Lender). Upon payment by the Guarantor of any sums as provided above, all rights of the Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by the Borrower to the Lenders (it being understood that, after the discharge of all the Obligations due and payable from the Borrower, such rights may be exercised by the Guarantor notwithstanding that the Borrower may remain contingently liable for indemnity or other Obligations).

Form of Guarantee Agreement

D-2

SECTION 3. Additional Agreements. Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable under the Credit Agreement have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Guarantor covenants and agrees with the Administrative Agent for the benefit of the Lenders that it will be bound by each of the covenants contained in the Credit Agreement to the extent applicable to the Guarantor.

SECTION 4. Information. The Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that the Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender will have any duty to advise the Guarantor of information known to it or any of them regarding such circumstances or risks.

SECTION 5. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION 6. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any Loan Document shall be considered to have been relied upon by the Administrative Agent and shall survive the execution and delivery of this Agreement, the Loan Documents and the making of any Loans, regardless of any investigation made by the Administrative Agent or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or LC Disbursement or any fee or any other amount payable under any Loan Document is outstanding and unpaid and so long as the Commitments have not expired or terminated and so long as any Letter of Credit has not expired or been terminated.

SECTION 7. Binding Effect; Several Agreement. (a) This Agreement shall become effective when a counterpart hereof executed on behalf of the Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent.

(b) Following the effectiveness of this Agreement, this Agreement shall be binding upon the Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of the Guarantor, the Administrative Agent and the Lenders and their respective successors and assigns, except that the Guarantor shall not have the right to assign or transfer any of its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.

Form of Guarantee Agreement

D-3

SECTION 8. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 9. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement.

(b) The Guarantor agrees to indemnify the Administrative Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the documented fees, charges and disbursements of one counsel for the Indemnitees, taken as a whole, and, if necessary, one local counsel in any applicable jurisdiction plus one additional counsel (and one additional local counsel in each applicable jurisdiction) for each of the parties taken as a whole who are similarly situated in the event any Indemnitee shall have reasonably determined, or been advised by counsel, that there are or may be conflicts of interest, including situations in which one or more legal defenses available to it are different from or in addition to those available to any other Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing or to any agreement or instrument contemplated hereby, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee (or any Related Party of such Indemnitee) or, solely in the case of a claim initiated by the Borrower, material breach of such Indemnitee’s obligations under this Agreement in bad faith or (ii) arise out of disputes solely among Indemnitees and not arising out of any act or omission by the Borrower or any of its Affiliates (other than any disputes against the Administrative Agent in its capacity as such).

(c) Any such amounts payable as provided hereunder shall be additional Obligations. The provisions of this Section 9 shall remain operative and in full force and effect regardless of the termination of this Agreement or any Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 9 shall be payable on written demand therefor.

Form of Guarantee Agreement

D-4

SECTION 10. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 11. Waivers; Amendment. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 11, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into between the Administrative Agent and the Guarantor with respect to which such waiver, amendment or modification is to apply, subject to the consent of the Required Lenders.

SECTION 12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 13. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Form of Guarantee Agreement

D-5

SECTION 14. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 15. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 16. Jurisdiction; Consent to Service of Process. (a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any Loan Document against the Guarantor or its properties in the courts of any jurisdiction.

(b) The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any Loan Document in any court referred to in paragraph (a) of this Section 16. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5. Nothing in this Agreement or any Loan Document will affect the right of either party to this Agreement to serve process in any other manner permitted by law.

SECTION 17. Termination; Release of Guarantor. (a) This Agreement and the guarantees set forth herein shall terminate when all the Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement.

Form of Guarantee Agreement

D-6

(b) In the event that (i) all the equity interests in the Guarantor are sold, transferred or otherwise disposed of to a Person other than the Borrower or its Subsidiaries in a transaction permitted under the Credit Agreement or (ii) the Guarantor shall no long guarantee any Material Indebtedness of the Borrower, the Administrative Agent shall, in each case, at the Borrower’s expense, promptly take such action and execute such documents as the Borrower may reasonably request to terminate the guarantee of the Guarantor hereunder.

SECTION 18. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Guarantor against any of and all the obligations of the Guarantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section 18 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Form of Guarantee Agreement

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

NEWMONT USA LIMITED,
by
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
by
	Name:
	Title:

EXHIBIT E

[FORM OF]

MATURITY DATE EXTENSION REQUEST

[Date]

JPMorgan Chase Bank, N.A.
1111 Fannin, 10th Floor
Houston, Texas 77002
Fax No. (713) 427-6307

Attention: Leslie Hill

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as of May 20, 2011 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Newmont Mining Corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Royal Bank of Scotland plc and UBS Loan Finance LLC, as Co-Syndication Agents, and Bank of Montreal, BNP Paribas and Deutsche Bank AG New York Branch, as Co-Documentation Agents. Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement. In accordance with Section 2.21 of the Credit Agreement, the undersigned hereby requests [(i)] an extension of the Maturity Date from [•], 20[ ] to [•], 20[ ], [(ii) the following changes to the Applicable Rate to be applied in determining the interest payable on Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments extended to such new Maturity Date, which changes shall become effective on [•], 20[ ]] [and] [(iii) the amendments to the terms of the Credit Agreement set forth below, which amendments shall become effective on [•], 20[ ]:

[•]].

NEWMONT MINING CORPORATION, as Borrower,
By:
	Name:
	Title:

Form of Maturity Date Extension Request

E-1

The undersigned consents to the requested amendments to the terms of the Credit Agreement and the requested extension of the Maturity Date. The maximum amount of the Commitment of the undersigned with respect to which the undersigned agrees to the amendments to the terms of the Credit Agreement and the extension of the Maturity Date is set forth under its signature.

Name of Institution:
by
	Name:
	Title:
For any Institution requiring a second signature line:
by
	Name:
	Title:

Form of Maturity Date Extension Request

E-2

EX-10.2

Exhibit 10.2

NEWMONT
ANNUAL INCENTIVE COMPENSATION PROGRAM

(As Amended and Restated Effective January 1, 2011)

NEWMONT
ANNUAL INCENTIVE COMPENSATION PROGRAM

(Effective as of January 1, 2011)

PURPOSE

The purpose of this program is to provide to those employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

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

SECTION I-DEFINITIONS

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

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

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

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

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

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

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

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

(iv) Approval by the stockholders of Newmont Mining of a complete liquidation or dissolution of Newmont Mining.

1.6 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

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

1.8 “Consolidated Capital Expenditures” means Newmont Mining’s total capital expenditures on an accrual basis measured against target capital expenditures on an accrual basis, adjusted from time to time as approved by the Board.

1.9 “Consolidated Costs Applicable to Sales — Gold and Copper” means audited, US GAAP consolidated costs applicable to sales for gold (per ounce calculation) and for copper (per pound calculation), measured against the target consolidated costs applicable to sales for gold (per ounce calculation) and to sales for copper (per pound calculation) per the approved business plan, and as adjusted from time to time as approved by the Board.

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

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

1.12 “Economic Performance Driver” means Consolidated Capital Expenditures, Consolidated Costs Applicable to Sales — Gold and Copper, Attributable Ounces Production — Gold and Attributable Pounds Production Copper, and Reserve and NRM Additions.

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

1.14 “Key Objectives” means the key results expected by the end of the review period for an Employee, as established and administered through Newmont Mining’s performance management system.

1.15 “Newmont Mining” means Newmont Mining Corporation.

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

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

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

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

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

1.21 “Reserve and NRM Additions” means annual gold reserve and non-reserve mineralization material (“NRM”) additions measured against target annual reserve and non-reserve mineralization material additions per the approved business plan, and as adjusted from time to time as approved by the Board.

1.22 “Terminated Eligible Employee” means an Employee employed in a position located in Colorado or any Employee in an Executive grade level position who terminates employment with Newmont Mining and/or a Participating Employer during the calendar year on account of death, retirement or Disability. The Executive Vice President of Human Resources of Newmont Mining (or his or her delegate) may, in his/her sole discretion, also designate in writing other Employees who terminate employment during the calendar year under other circumstances as “Terminated Eligible Employees.”

SECTION II-ELIGIBILITY

All Employees of a Participating Employer are potentially eligible to receive a bonus payment under this program, provided (i) they are on the payroll of a Participating Employer as of the last day of the calendar year, and at the time of payment, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Otherwise eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont Mining (of Affiliated Entity) or a similar or a successor plan or not working because of a work-related injury as of the last day of the calendar year shall be eligible to receive a bonus under clause (i). Notwithstanding the foregoing provisions of this paragraph, the Compensation Committee or the Executive Vice President of Human Resources (or his or her delegate) may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, as he or she may determine in his or her sole discretion. Additionally, the Compensation Committee or the Executive Vice President of Human Resources (or his or her delegate) may, prior to the end of the calendar year, exclude from eligibility for participation under this program with respect to the calendar year any Employee or Employees, that has failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont Mining or any Affiliated Entity.

SECTION III-CORPORATE PERFORMANCE BONUS

3.1 Eligibility for Corporate Performance Bonus. For the calendar year, the Corporate Performance Bonus will be determined pursuant to this section for each eligible Employee who is (a) in Pay Grade 109 and above on the last day of the calendar year and at the time the payment is made (or was in such Pay Grade at the time of termination of employment), excluding any Employee eligible to participate in the Senior Executive Compensation Program; (b) each eligible Employee who is in Pay Grade 108 and below who is employed by the corporate office (including expatriate assignments) or at a non-operating site location, as determined by the Executive Vice President of Human Resources (or his or her delegate), on the last day of the calendar year and at the time payment is made (or was in such Pay Grade and at such location at the time of termination of employment); and (c) any other employee or class of employees as determined by the Executive Vice President of Human Resources (or his or her delegate). For the calendar year, the performance bonus for each eligible Employee who is in Pay Grade 108 or below on the last day of the calendar year and at the time the payment is made (or was in such Pay Grade at the time of termination of employment) and who is not assigned to the corporate office or at a non-site location, will be determined in accordance with such performance factors, weighting factors and other methods of bonus determination as shall be established for each specific site or region by Newmont Mining for the calendar year, rather than the Corporate Performance Bonus. Each operating site shall develop its own critical performance indicators for this purpose.

3.2 Target Amounts for Economic Performance Drivers. The Compensation Committee shall establish both the targets and the minimum and maximum amounts for each Economic Performance Driver on an annual basis. The target Consolidated Capital Expenditures and Consolidated Costs Applicable to Sales — Gold and Copper, together with the applicable minimums and maximums for each such Economic Performance Driver, shall be established in United States dollars and cents. The target, minimum and maximum Attributable Ounces Production-Gold and Reserve and NRM Additions shall be established in ounces. The target, minimum and maximum Attributable Pounds Production-Copper shall be established in pounds. Targets will be adjusted for acquisitions or divestitures as approved by the Newmont Mining Board of Directors.

3.3 Actual Performance for Economic Performance Drivers. As soon as possible after the end of each calendar year, the Compensation Committee shall certify the extent to which actual performance met the target amounts for each Economic Performance Driver, following a report for the Internal Audit department.

3.4 Aggregate Payout Percentage. An aggregate payout factor (the “Aggregate Payout Percentage”) will be calculated as follows:

(i) Calculating the Performance Percentage for each Economic Performance Driver. For each Economic Performance Driver, actual performance will be compared to the target, minimum and maximum amounts to arrive at a performance percentage (“Performance Percentage”) calculated as follows:

• If the actual amount is less than the minimum amount, the Performance Percentage is zero;

• If the actual amount is equal to the minimum amount, the Performance Percentage is 50%;

• If the actual amount is less than the target amount and greater than the minimum amount, the Performance Percentage is the sum of (A) 50%, plus (B) the product of 50%, times a fraction, the numerator of which is the difference between the actual amount and the minimum amount, and the denominator of which is the difference between the target amount and the minimum amount;

• If the actual amount is equal to the target amount, the Performance Percentage is 100%;

• If the actual amount is greater than the target amount and less than the maximum amount, the Performance Percentage is the sum of (A) 100%, plus (B) a fraction, the numerator of which is the difference between the actual amount and the target amount, and the denominator of which is the difference between the maximum amount and the target amount; and

• If the actual amount is greater than or equal to the maximum amount, the Performance Percentage is 200%.

(ii) Calculating the Payout Percentage for each Economic Performance Driver. The payout percentage for each Economic Performance Driver is the product of the Performance Percentage times the applicable weighting factor as listed in Appendix A (“Payout Percentage for each Economic Performance Driver”).

(iii) Calculating the Aggregate Payout Percentage. The Aggregate Payout Percentage is the sum of the Payout Percentages for each Performance Factor.

3.5 Determination of Target Performance Level. An Employee’s Target Performance Level is determined by the Employee’s Pay Grade pursuant to the table in Appendix B.

3.6 Determination of the Corporate Performance Bonus. The Corporate Performance Bonus for each eligible Employee is the product of the Aggregate Payout Percentage, times the Employee’s Target Performance Level, times the Employee’s Bonus Eligible Earnings.

3.7 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Corporate Performance Bonus. This bonus will be calculated as follows:

Target Performance Level x Year to Date Bonus Eligible Earnings =
Corporate Performance Bonus Payable

3.8 Adjustments. The Compensation Committee may adjust the Performance Percentage or any measure or otherwise increase or decrease the Corporate Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Compensation Committee deems appropriate.

SECTION IV-PERSONAL PERFORMANCE BONUS

4.1 Personal Performance Level. At the end of the calendar year, each eligible Employee’s supervisor will evaluate the Employee and rate the Employee’s personal performance level. In accordance with Newmont Mining’s performance management system, the supervisor will rate the Employee. Each Employee will be rated by the Employee’s supervisor in one of Newmont Mining’s Performance Rating Categories. In conjunction with these ratings, Newmont Mining will assign a Personal Performance Bonus Factor for the Employee as listed in Appendix C and the Employee’s supervisor shall also recommend a Personal Performance Payout Factor within the range stated in Appendix C corresponding to the rating that Employee’s supervisor assigned to Employee. Newmont Mining may increase or decrease any eligible Employee’s Personal Performance Bonus Factor in its sole discretion.

4.2 Determination of Personal Performance Bonus. Subject to Section 4.3, an eligible Employee’s Personal Performance Bonus is determined by multiplying the eligible Employee’s Bonus Eligible Earnings times the determined percentage from the Target Performance Level, as set forth in Appendix C times the Personal Performance Bonus Factor determined pursuant to Section 4.1.

4.3 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Personal Performance Bonus based upon an assumed Personal Performance Bonus Factor of 1.0, so that the Terminated Eligible Employees will receive a Personal Performance Bonus at their individual Target Performance Level multiplied by their Bonus Eligible Earnings for the calendar year.

4.4 Ineligible Employees. Eligible Employees whose Personal Performance Bonus Factor (determined pursuant to Section 4.1) is less than .70 shall not be eligible to receive a Personal Performance Bonus.

4.5 Adjustments of Personal Performance Bonus. The Compensation Committee may adjust the Personal Performance Bonus Factor or any measure or otherwise increase the Personal Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Compensation Committee deems appropriate.

SECTION V-PAYMENT OF BONUS

5.1 Pay Grade. If an eligible Employee was in more than one Pay Grade during the calendar year, the bonus payable to such eligible Employee shall be calculated on a pro-rata basis in accordance with the amount of time spent by such eligible Employee in each Pay Grade during the calendar year.

5.2 Time and Method of Payment. The aggregate of any and all bonuses payable under this program shall be payable to each eligible Employee (other than Terminated Eligible Employees) in cash as soon as practicable following approval of bonuses by the Compensation Committee. Terminated Eligible Employees shall receive the aggregate of any and all bonuses payable under this program in cash as soon as practicable following the date of their termination from employment with a Participating Employer. All payments and the timing of such payments shall be made in accordance with practices and procedures established by the Participating Employer. Payment under this program will be made no later than the 15^th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture. Notwithstanding the foregoing, in the event an Employee failed to complete any required ethics training or failed to comply with acknowledgement of any Code of Conduct of Newmont Mining or any Affiliated Entity, Newmont Mining may withhold payment under this program unless or until such Employee complies.

5.3 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state, local or foreign law or regulation.

SECTION VI-CHANGE OF CONTROL

6.1 In General. In the event of a Change of Control, each eligible Employee (including Terminated Eligible Employees who terminate employment during the calendar year in which the Change of Control occurs) shall become entitled to the payment of a Corporate Performance Bonus and a Personal Performance Bonus, in accordance with the provisions of this Section.

6.2 Calculation of Bonuses. Upon a Change of Control, each eligible Employee, excluding any Terminated eligible Employee who terminated prior to the Change of Control, shall become entitled to the payment of (i) a Corporate Performance Bonus calculated on the basis of a Performance Percentage equal to the greater of the actual results attained for the calendar year or the applicable targets for such Calendar year and (ii) a Personal Performance Bonus calculated on the basis of a Personal Performance Bonus Factor equal to the greater of the actual Personal Performance Bonus Factor for the calendar year or a Personal Performance Bonus Factor of 1.0. If a Change of Control occurs prior to the time that the Compensation Committee has established the targets for the calendar year, such percentages shall be based upon the corresponding percentages for the immediately preceding calendar year.

6.3 Payment of Bonuses. The bonuses payable in accordance with the provisions of this Section VI shall be calculated and paid as soon as practicable following the date of the Change of Control. Such payments shall be subject to the withholding of such amounts as Newmont Mining or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. Upon the completion of such payments, eligible Employees shall have no further right to the payment of any bonus hereunder (other than any bonus payable hereunder with respect to a previous calendar year that has not yet been paid).

SECTION VII-GENERAL PROVISIONS

7.1 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of the eligible Employee, in a cash lump sum, to the beneficiary or beneficiaries designated by the eligible Employee to receive life insurance proceeds under Group Life and Accidental Death & Dismemberment Plan of Newmont USA Limited (or a successor plan) or a similar plan of a Participating Employer. In the absence of an effective beneficiary designation under said plan, any amount payable hereunder following the death of an eligible Employee shall be paid to the eligible Employee’s estate.

7.2 Right of Offset. To the extent permitted by applicable law, Newmont Mining or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this program against any eligible Employee or Terminated Eligible Employee loans outstanding to Newmont Mining, an Affiliated Entity, or Participating Employer, or other debts of the eligible Employee or Terminated Eligible Employee to Newmont Mining Newmont Mining, an Affiliated Entity, or Participating Employer. By accepting payments under this program, the eligible Employee consents to the reduction of any compensation paid to the eligible Employee by Newmont Mining, an Affiliated Entity, or Participating Employer to the extent the eligible Employee receives an overpayment from this program.

7.3 Termination. The Board may at any time amend, modify, suspend or terminate this program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this program as it determines necessary from time to time.

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

7.5 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this program, and this program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this program.

7.6 No Right to Employment. The establishment of this program shall not be deemed to confer upon any person any legal right to be employed by, or to be retained in the employ of, Newmont Mining, any Affiliated Entity, any Participating Employer, or to give any Employee or any person any right to receive any payment whatsoever, except as provided under this program. All Employees shall remain subject to discharge from employment to the same extent as if this program had never been adopted.

7.7 Transferability. Any bonus payable hereunder is personal to the eligible Employee or Terminated Eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

7.8 Successors. This program shall be binding upon and inure to the benefit of Newmont Mining, the Participating Employers and the eligible Employees and Terminated Eligible Employees and their respective heirs, representatives and successors.

7.9 Governing Law. This program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

7.10 Reimbursement. The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Corporate Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Corporate Performance Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Corporate Performance Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Corporate Performance Bonus and Personal Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible Employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont.

APPENDIX A- Payout Percentage for each Economic Performance Driver

								Attributable
		Reserve and						Ounces
		NRM						Production –
Consolidated		Additions						Gold (80%)
Capital		(66.67% gold			Consolidated			and
Expenditures		reserves and			Costs			Attributable
(50%		33.33% non-			Applicable to			Pounds
operations		reserve			Sales (80%			Production –
and 50%		mineralization			gold and 20%			Copper
projects)		material)			copper)			(20%)
10	%		25	%		32.5	%		32.5	%

APPENDIX B

	Target Corporate
Pay	Performance Bonus
Grade	Level
E-5		30	%
E-6		20	%
109		20	%
107-108		15	%
105-106		14	%
103-104		10	%
101-102		5	%
99-100		4	%
49-50		3	%
11-27		3	%

APPENDIX C

	Personal
Performance	Performance
Rating System	Bonus Factor
1	0
2	.50-.75
3	.75-1.00
4	1.00-1.25
5	1.25-1.50
6	1.50-2.0

	Target Personal
Pay	Performance Bonus
Grade	Level
E-5		30	%
E-6		20	%
109		20	%
107-108		15	%
105-106		14	%
103-104		10	%
101-102		5	%
99-100		4	%
49-50		3	%
11-27		3	%

EX-10.3

Exhibit 10.3

NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE COMPENSATION PROGRAM

(As Amended and Restated Effective January 1, 2011)

NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE COMPENSATION
PROGRAM

(Effective as of January 1, 2011)

PURPOSE

The purpose of this program is to provide to Employees of Newmont Mining and its Affiliated Entities that participate in this program a more direct interest in the success of the operations of Newmont Mining. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and conditions described below.

SECTION I-DEFINITIONS

The capitalized terms used in this program shall have the same meaning as the capitalized terms in the Annual Incentive Compensation Program, unless otherwise stated herein. In addition, the terms set forth in this Section shall have the meaning set forth below.

1.1 “Common Stock” means the $1.60 par value common stock of Newmont Mining Corporation.

1.2 “EPI Bonus” means the bonus payable to an eligible Employee in the form of Restricted Stock Units under this program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s annual salary rate as of March 1 of the year of grant by the product of (a) the Targeted Payout Percentage as set forth in Appendix A for the eligible Employee’s grade for the Performance Period (or portion thereof) times (b) the Aggregate Payout Percentage calculated in accordance with Section 3.4 of the Annual Incentive Compensation Program. EPI bonus will be calculated using a three-year weighted EPI bonus calculation. The three-year weighted EPI bonus calculation is comprised of 20% weighting for the first year (two years ago), 30% weighting for the second year (one year ago), and 50% weighting for the third year (the current year). Restricted Stock or Restricted Stock Units awarded as an EPI Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.3 “Fair Market Value” means, with respect to a share of Common Stock as of a given date, the fair market value calculated in accordance with the Newmont Mining stock plan from which such shares are to be issued.

1.4 “Performance Period” means the calendar year over which the Aggregate Performance Percentage shall be calculated for purposes of determining the amount of an EPI Bonus. The Performance Period shall be the calendar year.

1.5 “Restricted Stock Units” means the right to receive Common Stock under terms and conditions defined in a restricted stock unit agreement, as defined by the Compensation Committee.

1.6 “Targeted Payout Percentage” means the percentage of an eligible Employee’s annual salary rate and the eligible Employee’s grade level as of March 1 of the year of grant, or earlier if necessary for administrative purposes at the discretion of the Compensation Committee of the Board of Directors taken into account when calculating the EPI Bonus with respect to a Performance Period, as specified in Appendix A.

1.7 “Terminated Eligible Employee” has the same meaning as stated in the Annual Incentive Compensation Program except that a Terminated Eligible Employee for purposes of this program shall not include employees severed under any severance plan of Newmont Mining or any Affiliated Entity.

SECTION II-ELIGIBILITY

All Employees of a Participating Employer in an executive grade level, except any Employee who is eligible for the Senior Executive Compensation Program, are eligible to receive an EPI Bonus under this program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Performance Period, and at the time the award is granted, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Employees who are on short-term disability under the Short-Term Disability Plan of Newmont or a successor plan or not working because of a work-related injury as of the last day of the Performance Period shall be eligible to receive a bonus under this program. Notwithstanding the foregoing provisions of this Section II, the Compensation Committee or the Executive Vice President of Human Resources of Newmont Mining (or his or her delegate) may, prior to the end of any Performance Period, exclude from or include in eligibility for participation under this program with respect to such Performance Period any Employee or Employees.

SECTION III-EPI BONUS

3.1 Determination of EPI Bonus—In General. The EPI Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Aggregate Payout Percentage for the most current year and the three year weighted EPI bonus calculation. Following such determination, payment of the EPI Bonus shall be made to the eligible Employees (other than Terminated Eligible Employees) in accordance with the provisions of this Section III as soon as reasonably practicable.

3.2 Determination of EPI Bonus and Payment of EPI Bonus to Terminated Eligible Employees. Terminated Eligible Employees shall be entitled to receive an EPI Bonus based upon their annual salary rate and grade level as of March 1 of the year of grant, calculated by using the Targeted Payout Percentage for the Performance Period during which the eligible Employee terminated employment. Payment shall be made to a Terminated Eligible Employee with respect to a Performance Period in accordance with Section 3.3 as soon as practicable following the date of termination from employment with Newmont Mining and/or a Participating Employer.

3.3 Form of Payment. The amount of EPI Bonuses payable under this Program shall be paid in Restricted Stock Units (payable in whole shares only rounded down to the nearest share), which shall be subject to the restrictions set forth in Section 3.5 below. The number of shares of Restricted Stock Units to be issued in payment of an EPI Bonus shall be determined based upon the Fair Market Value of the Common Stock on the date that the Compensation Committee meets and certifies the satisfaction of the material terms of this program with respect to the payment of the EPI Bonus in accordance with the provisions of Section 3.1.

3.4 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining or Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation.

3.5 Restrictions on Common Stock or Restricted Stock Units.

(a) Shares of Restricted Stock Units issued as an EPI Bonus will have a three year vesting period, with one-third of the units vesting each year on the anniversary of the date of grant.

(b) Shares of Restricted Stock Units issued under this program are subject to forfeiture as follows: If an eligible Employee terminates employment prior to the first anniversary of the date on which such shares of Restricted Stock Units were granted to the eligible Employee (the “Grant Date”), all such shares of Restricted Stock Units shall be forfeited. If an eligible Employee terminates employment on or after the first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the eligible Employee shall forfeit two-thirds of the shares of Restricted Stock Units awarded as a part of such EPI Bonus. If an eligible Employee terminates employment on or after the second anniversary of the Grant Date, the eligible Employee shall forfeit one-third of the shares the Restricted Stock Units awarded as part of such EPI Bonus. If the eligible Employee terminates employment on or after the third anniversary of the Grant Date there are no restrictions.

(c) Shares of Restricted Stock Units issued hereunder as a part of an EPI Bonus shall not be subject to transfer by the eligible Employee until such time as the Shares have become non-forfeitable in accordance with this Section, at which time such Shares of Common Stock may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining and Participating Employer policies.

(d) Shares of Restricted Stock Units issued under this program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee.

(e) Notwithstanding anything contained in this program to the contrary, this program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of the EPI Bonus to eligible Employees under this program. The Compensation Committee or its delegate reserves the right to amend their program at any time in order for this program to comply with such laws or regulations.

(f) The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of an EPI Bonus previously paid to an executive grade level employee pursuant to the terms of this program if: a) the amount of such EPI Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and: b) the amount of such EPI Bonus that would have been awarded to the executive had the financial results been reported as in the restatement would have been lower than the EPI Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a EPI Bonus if the eligible Employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont.

3.6 Timing of Payments. Payment under this program will be made no later than the 15^th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture.

SECTION IV-GENERAL PROVISIONS

The “General Provisions” section of the Annual Incentive Compensation Program shall otherwise apply to this program.

APPENDIX A

Targeted Payout Percentages

Grade	Payout Percentage
E-5		60	%
E-6		40	%

EX-10.4

Exhibit 10.4

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(As Amended and Restated Effective January 1, 2011)

NEWMONT
SENIOR EXECUTIVE COMPENSATION PROGRAM

(Effective as of January 1, 2011)

PURPOSE

This Senior Executive Compensation Program includes the Financial Performance Bonus program, Performance Leveraged Stock Bonus program, Strategic Objectives Bonus and AICP Corporate Performance Bonus for the eligible Employees. The purpose of the Financial Performance Bonus program, Performance Leveraged Stock Bonus program and the ACIP Corporate Performance Bonus is to provide eligible Employees a direct interest in the success of the operations of Newmont Mining. The purpose of the Strategic Objectives Bonus is to provide eligible Employees additional incentive to meet strategic objectives set by the Compensation Committee. The eligible Employees will be rewarded in accordance with the terms and conditions described below.

I. DEFINITIONS

The capitalized terms used in this compensation program shall have the same meaning as the capitalized terms in the Annual Incentive Compensation Program (“AICP”), unless otherwise defined or stated herein. The following terms used in this compensation program shall have the meanings set forth below.

1.1 “AICP Corporate Performance Bonus” means the bonus payable pursuant to Section 5.1 (or portion thereof as provided in Section 5.2).

1.2 “Change of Control Price” means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

1.3 “Common Stock” means the $1.60 par value common stock of Newmont Mining.

1.4 “Employee Target AICP Corporate Performance Bonus” means the target bonus for eligible Employees as set forth in Appendix B.

1.5 “Extended Performance Period” means three calendar years over which the Compensation Committee will calculate and determine the Performance Leveraged Stock Bonus.

1.6 “Fair Market Value” has the meaning given such term in the 2005 Stock Incentive Plan.

1.7 “Financial Performance Bonus” means the bonus payable to an eligible Employee in the form of Performance Stock under this compensation program with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible Employee’s Target Financial Performance Bonus times a weighted average of the annual Aggregate Payout Percentage calculated in accordance with the Annual Incentive Compensation Program, for three consecutive Performance Periods comprised of 20% weighting for the first year (two years ago) of AICP bonus, 30% weighting for the second year (one year ago) of AICP Corporate Performance bonus, and 50% weighting for the third year (the current year) of AICP Corporate Performance bonus. The Performance Stock awarded as a Financial Performance Bonus shall have terms and conditions, and shall be subject to such restrictions as defined by the Compensation Committee.

1.8 “Performance Leveraged Stock Bonus” means the bonus payable to an eligible Employee in the form of Common Stock under this compensation program with respect to an Extended Performance Period (or portion thereof as provided in Section 4.4) and is calculated as described in Section 4.2.

1.9 “Performance Period” means the calendar year over which the Compensation Committee will calculate and determine the Financial Performance Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus.

1.10 “Performance Stock” means the right to receive from Newmont Mining Common Stock or restricted stock units under terms and conditions defined in a restricted stock unit or other award agreement, as determined by the Compensation Committee.

1.11 “Relative Total Shareholder Return” means Newmont Mining’s total shareholder return, defined as the change in the closing price of a share of Common Stock, with dividends reinvested, over the Extended Performance Period, as compared to the total shareholder return, with dividends reinvested, of an index of peer companies selected and determined by the Compensation Committee. The Committee retains authority to make adjustments for extraordinary events affecting the calculations.

1.12 “Retirement” means retirement as defined in the Pension Plan of Newmont Mining (or any successor plan), regardless of the relevant Employee’s participation in the Pension Plan of Newmont Mining (or any successor plan).

1.13 “Strategic Objectives Bonus” means the cash bonus payable to an eligible Employee based on the individual contribution of such eligible Employee to achievement of the Corporation’s strategic objectives during the Performance Period, as set forth in section 6.1 (or portion thereof as provided in section 6.2).

1.14 “Target Financial Performance Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for final calculation purposes, base salary shall be Bonus Eligible Earnings as defined in the AICP) set by the Compensation Committee which is set forth in Appendix A, using the average closing price of Common Stock for the month of December of the calendar year prior to the Performance Period.

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1.15 “Target Performance Leveraged Stock Bonus” means the number of shares of Common Stock equivalent to the percentage of base salary (for final calculation purposes, base salary shall be Bonus Eligible Earnings as defined in the AICP for the first year of the Extended Performance Period) set by the Compensation Committee which is set forth in Appendix D, using the average closing price of Common Stock for the fourth quarter of the calendar year immediately prior to the Extended Performance Period.

1.16 “Terminated Eligible Employee” for purposes of the Financial Performance Bonus and the Performance Leveraged Stock Bonus means an executive grade level Employee of a Participating Employer at grade level E-4 or above during the relevant Performance Period, or Extended Performance Period for purposes of the Performance Leveraged Stock Bonus program, who terminates employment with Newmont Mining and/or a Participating Employer during the relevant Performance Period, or Extended Performance Period for purposes of the Performance Leveraged Stock Bonus program, on account of death, Retirement or Disability, or for purposes of the Performance Leveraged Stock Bonus, severance as provided in Section 4.4(a). “Terminated Eligible Employee” for purposes of the AICP Corporate Performance Bonus and the Strategic Objectives Bonus shall have the same meaning as in the AICP.

1.17 “2005 Stock Incentive Plan” means the Newmont Mining Corporation 2005 Stock Incentive Plan (or any successor plan), as amended from time to time.

II. ELIGIBILITY

All executive grade level Employees of a Participating Employer at grade level E-4 or above, are eligible to receive a Financial Performance Bonus, Performance Leveraged Stock Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus under this compensation program, provided (i) they are on the payroll of a Participating Employer as of the last day of the relevant Performance Period or Extended Performance Period for the Performance Leveraged Stock Bonus, and at the time the award is granted, or (ii) they are a Terminated Eligible Employee with respect to such Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus. Eligible Employees who are on short-term disability under the Short-Term Disability Plan of Newmont, or a successor plan, or not working because of a work-related injury as of the last day of the Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, but are still on the payroll of a Participating Employer shall be eligible to receive a Financial Performance Bonus, Performance Leveraged Stock Bonus, AICP Corporate Performance Bonus and Strategic Objectives Bonus. Notwithstanding the foregoing provisions of this Section II, the Compensation Committee may, prior to the end of any Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, exclude from or include in eligibility for participation under this compensation program with respect to such Performance Period, or Extended Performance Period for the Performance Leveraged Stock Bonus, any executive grade level Employee of a Participating Employer. If an Employee of a Participating Employer is eligible to participate in this program, such Employee is not eligible to participate in the Annual Incentive Compensation Program or the Employee Performance Incentive Compensation Program.

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III. FINANCIAL PERFORMANCE BONUS

3.1 Determination of Financial Performance Bonus—In General. The Financial Performance Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Aggregate Payout Percentage. Following such determination, payment of the Financial Performance Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 3.3 below.

3.2 Separation of Employment and Payment of Financial Performance Bonus. Unless otherwise stated in this section 3.2, an eligible Employee shall not be entitled to payment of a Financial Performance Bonus on or after any separation of employment, voluntary or involuntary. In the event an eligible Employee separates employment from a Participating Employer as a result of death, Disability or Retirement prior to payment of the Financial Performance Bonus, such eligible Employee shall be a Terminated Eligible Employee and shall receive a Financial Performance Bonus equal to such Terminated Eligible Employee’s Target Financial Performance Bonus, pro-rated for the time of employment with a Participating Employer during the Performance Period, upon separation of employment.

3.3 Form of Payment. The amount of Financial Performance Bonus payable under this compensation program shall be paid in Performance Stock (payable in whole shares only rounded down to the nearest share). The Performance Stock shall be subject to the restrictions set forth in Section 3.4 below.

3.4 Restrictions on Performance Stock.

(a) Newmont Mining shall issue Performance Stock to eligible Employees for one-third of the Financial Performance Bonus without any restrictions as soon as practicable following the end of the Performance Period in the form of Common Stock. Newmont Mining shall issue Performance Stock, in the form of restricted stock units for the remainder of the Financial Performance Bonus and such restricted stock units shall have a two-year vesting period, with one-half of the Performance Stock in the form of restricted stock units vesting each year on the anniversary of the date of grant.

(b) Shares of Performance Stock issued hereunder in the form of restricted stock units as part of a Financial Performance Bonus shall not be subject to transfer by the eligible Employee. Shares of Common Stock issued to an eligible Employee upon vesting of such restricted stock units may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining policies.

3.5 Timing of Payment. Except as provided in section 3.2 above, payment of the Financial Performance Bonus will be made no later than the 15^th day of the third month following the Performance Period to which such Financial Performance Bonus relates.

IV. PERFORMANCE LEVERAGED STOCK BONUS

4.1 Determination of Performance Leveraged Stock—In General. The Performance Leveraged Stock Bonus shall be calculated as soon as reasonably practicable after the Compensation Committee determines the Performance Leveraged Stock Bonus Payout Factor as described in section 4.3 below. Following such determination, payment of the Performance Leveraged Stock Bonus shall be made to eligible Employees as soon as reasonably practicable, in accordance with Section 4.5 below.

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4.2 Calculation of Performance Leveraged Stock Bonus. The Performance Leveraged Stock Bonus equals the Target Performance Leveraged Stock Bonus times the Performance Leveraged Stock Bonus Payout Factor.

4.3 Calculation of the Performance Leveraged Stock Bonus Payout Factor. The Performance Leveraged Stock Bonus Payout Factor will be the sum of the Market Payout Factor and the TSR Payout Factor:

(a) “Market Payout Factor” means a percentage calculated as follows: 100 times the quotient of (i) the average closing price of Common Stock for the fourth quarter of the last calendar year of the Extended Performance Period; divided by (ii) the average closing price of Common Stock for the fourth quarter of the calendar year prior to the Extended Performance Period, as adjusted for stock splits or similar reorganizations. The maximum Market Payout Factor shall be 150% and if the Market Payout Factor, calculated as described in the preceding sentence, is below 50%, the Market Payout Factor shall be 50%.

(b) “TSR Payout Factor” means a percentage calculated as follows: two times the number of percentage points that the Relative Total Shareholder Return is above the 50^th percentile, to a maximum of 50%.

4.4 Separation of Employment and Payment of Performance Leveraged Stock Bonus. Unless otherwise stated in this section 4.4, an eligible Employee shall not be entitled to payment of a Performance Leveraged Stock Bonus on or after any separation of employment, voluntary or involuntary.

(a) In the event an eligible Employee separates employment from a Participating Employer and is entitled to severance benefits of any kind, including but not limited to benefits under the Severance Plan of Newmont (or any successor plan) or redundancy benefits, prior to payment of the Performance Leveraged Stock Bonus and prior to the expiration of the first year of any Extended Performance Period, such eligible Employee is not entitled to payment of the Performance Leveraged Stock Bonus in any amount for that Extended Performance Period. In the event an eligible Employee separates employment from a Participating Employer and is entitled to severance benefits of any kind, including but not limited to benefits under the Severance Plan of Newmont (or any successor plan) or redundancy benefits, prior to payment of the Performance Leveraged Stock Bonus and after expiration of the first year of any Extended Performance Period, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Leveraged Stock Bonus at the lesser of his or her Target Performance Leveraged Stock Bonus or the actual Performance Leveraged Stock Bonus otherwise payable, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period and paid following the expiration of the Extended Performance Period.

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(b) In the event an eligible Employee separates employment from a Participating Employer as a result of Retirement prior to payment of the Performance Leveraged Stock Bonus, such eligible Employee is a Terminated Eligible Employee and shall receive a Performance Leveraged Stock Bonus at actual payout amount in the form of Common Stock, following expiration of the Extended Performance Period, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period.

(c) In the event an eligible Employee separates employment from a Participating Employer as a result of death or Disability as defined in the Long-Term Disability Plan of Newmont (or any successor plan), regardless of the Employee’s participation in the Long-Term Disability Plan of Newmont (or any successor plan), prior to payment of the Performance Leveraged Stock Bonus, such eligible Employee is a Terminated Eligible Employee and shall receive upon separation of employment a Performance Leveraged Stock Bonus equal to his or her Target Performance Leveraged Stock Bonus, pro-rated based on the time he or she was actually employed by a Participating Employer during the Extended Performance Period.

4.5 Form of Payment. The amount of Performance Leveraged Stock Bonus payable under this compensation program shall be paid in Common Stock (payable in whole shares only rounded down to the nearest share).

4.6 Timing of Payment. Except as otherwise provided in section 4.4(c) above, payment of the Performance Leveraged Stock Bonus will be made as soon as reasonably practicable during the calendar year following the Extended Performance Period to which such Performance Leveraged Stock Bonus relates.

V. AICP CORPORATE PERFORMANCE BONUS

5.1 Determination of AICP Corporate Performance Bonus—In General. For all participants in this program, with the exception of Regional Senior Vice Presidents at operating sites, the AICP Corporate Performance Bonus shall be determined and paid in conformance with the determination and payment of the Corporate Performance Bonus in the AICP, utilizing the Employee Target AICP Corporate Performance Bonus attached in Appendix B, rather than the Target Performance Level attached to the AICP. For all Regional Senior Vice Presidents at operating sites the AICP Corporate Performance Bonus shall be based upon the AICP and the applicable regional bonus plan. Twenty-five percent of the Regional Senior Vice Presidents’ AICP Corporate Performance Bonus shall be determined and paid in conformance with the determination and payment of the Corporate Performance Bonus in the AICP, utilizing the Employee Target AICP Corporate Performance Bonus attached in Appendix B, rather than the Target Performance Level attached to the AICP. Seventy-five percent of the Regional Senior Vice Presidents’ AICP Corporate Performance Bonus shall be determined and paid in conformance with the applicable regional bonus plan, utilizing the Employee Target AICP Corporate Performance Bonus attached in Appendix B, rather than the Target Performance Level attached to the AICP.

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5.2 Separation of Employment and Payment of AICP Corporate Performance Bonus. In the event an eligible Employee separates employment from a Participating Employer and is a Terminated Eligible Employee, the AICP Corporate Performance Bonus shall be paid in accordance with the Terminated Eligible Employee provisions of the Corporate Performance Bonus provisions of the AICP. If an eligible Employee is not a Terminated Eligible Employee, such eligible Employee shall not be entitled to payment of an AICP Corporate Performance Bonus on or after any separation of employment, voluntary or involuntary.

VI. STRATEGIC OBJECTIVES BONUS

6.1 Determination of Strategic Objectives Bonus—In General. At the end of each Performance Period, the Compensation Committee will evaluate each eligible Employee’s performance against relevant strategic objectives and award a Strategic Objectives Bonus, up to the maximum amounts listed in Appendix C. The Compensation Committee will seek the input of the Chief Executive Officer on the Strategic Objectives Bonuses to be awarded to other eligible Employees. Following such determination, payment of the Strategic Objectives Bonus shall be made to eligible Employees as soon as reasonably practicable following the end of the applicable Performance Period, provided that such payment shall be made no later than the 15^th day of the third month following the Performance Period to which such Strategic Objectives Bonus relates.

6.2 Separation of Employment and Payment of Strategic Objectives Bonus. In the event an eligible Employee separates employment from a Participating Employer and is a Terminated Eligible Employee, the Strategic Objectives Bonus shall be paid at 50% of the maximum level shown on Appendix C, pro-rated for the time of employment during the Performance Period, and shall be paid as soon as practicable. If an eligible Employee is not a Terminated Eligible Employee, eligible Employee shall not be entitled to payment of a Strategic Objectives Bonus on or after any separation of employment, voluntary or involuntary.

VII. CHANGE OF CONTROL

7.1 AICP Corporate Performance Bonus and Strategic Objectives Bonus. In the event of a Change of Control (as defined in the AICP), each eligible Employee, excluding any Terminated Eligible Employee who terminated prior to the Change of Control, shall become entitled to the payment of an AICP Corporate Performance Bonus, in accordance with the provisions of the Corporate Performance Bonus provisions of the AICP and 50% of the maximum Strategic Objectives Bonus, pro-rated for partial service during any Performance Period, payable within 5 days following the date of such Change of Control.

7.2 Financial Performance Bonus. In the event of a Change of Control (as defined in the 2005 Stock Incentive Plan), each eligible Employee’s outstanding but not yet vested or fully vested Financial Performance Bonuses, granted for performance in a year prior to the Performance Period in which the Change of Control occurs, shall be subject to Section 16(c) of the 2005 Stock Incentive Plan.

8

7.3 Performance Leveraged Stock Bonus. In the event of a Change of Control (as defined in the AICP), each eligible Employee or a Terminated Eligible Employee who terminated employment on account of Retirement (all other Terminated Eligible Employees who terminated employment prior to the Change of Control shall be excluded), shall become entitled to the payment of a Performance Leveraged Stock Bonus for an Extended Performance Period that has elapsed at least one year. The Performance Leveraged Stock Bonus shall be calculated in the manner stated in section 4.2 above, with the exception that (i) the Extended Performance Period shall be deemed to end on the date of the Change of Control, (ii) the Change of Control Price shall be substituted for the average closing price of Common Stock for the fourth quarter of the last calendar year of the Extended Performance Period for purposes of section 4.3(a)(i) above, and (iii) the TSR Payout Factor will be based on Relative Total Shareholder Return utilizing the Change of Control Price as the final closing price of a share of Common Stock. The Performance Leveraged Stock Bonus shall be paid out as follows: (A) the percentage of the Performance Leveraged Stock Bonus equal to the percentage of the Extended Performance Period that elapsed up to the Change of Control shall be paid in a number of shares of common stock of the acquiring or resulting corporation or any parent or subsidiary thereof or that may be issuable by another corporation that is a party to the transaction resulting in such Change of Control received in such transaction by holders of Common Stock (such common stock, “Acquirer Stock”) equal to (x) the number of shares of Acquirer Stock received by such a holder for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, or (B) if Acquirer Stock is not issued in connection with such transaction, cash in an amount equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, within 5 days following the date of the Change of Control (provided, however, that if such Change of Control does not constitute a change in the ownership or effective control of Newmont Mining or of a substantial portion of the assets of Newmont Mining, pursuant to Treasury Regulations Section 1.409A-3(i)(5) (a “409A CoC”), such percentage of the Performance Leveraged Stock Bonus shall be so paid when the Performance Leveraged Stock Bonus would otherwise have been paid in accordance with Article IV), and b) the percentage of the Performance Leveraged Stock Bonus equal to the percentage of the Extended Performance Period that did not elapse prior to the Change of Control shall be paid in the form of (A) restricted stock units covering a number of shares of Acquirer Stock equal to (x) the number of shares of Acquirer Stock received by a holder of Common Stock for each share of Common Stock held by such holder in such transaction multiplied by (y) the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control, or (B) if Acquirer Stock is not issued in connection with such transaction, a deferred compensation arrangement with a balance initially equal to the Change of Control Price multiplied by the number of shares of Common Stock subject to such percentage of the Performance Leveraged Stock Bonus, that will have a vesting period equal to the Extended Performance Period otherwise remaining as of the date of the Change of Control and a value from time to time as if such initial balance were invested in such deemed investment as the Compensation Committee as constituted before the Change of Control shall determine in its discretion. The portion of the Performance Leveraged Stock Bonus described in clause (b) of the preceding sentence shall vest upon any termination of employment of the eligible Employee with a Participating Employer prior to the expiration of the vesting period, with the exception of voluntary termination or termination for Cause, as defined in Newmont Mining’s Executive Change of Control Plan. Such portion shall be paid in cash within 5 days following vesting; provided, however, that if such Change of Control does not constitute a 409A CoC, such portion, to the extent vested in accordance with this sentence, shall be so paid when they would otherwise have been paid in accordance with Article IV.

9

VIII. GENERAL PROVISIONS

8.1 Administration. This compensation program shall be administered by the Compensation Committee or its delegee. All actions by Newmont Mining under this program shall be taken by the Compensation Committee or its delegee. The Compensation Committee shall interpret the provisions of this program in its full and absolute discretion. All determinations and actions of the Compensation Committee with respect to this program shall be taken or made in its full and absolute discretion in accordance with the terms of this program and shall be final, binding and conclusive on all persons.

8.2 Plan Unfunded. This compensation program shall be unfunded and no trust or other funding mechanism shall be established for this program. All benefits to be paid pursuant to this program shall be paid by Newmont Mining or another Participating Employer from its respective general assets, and an eligible Employee or Terminated Eligible Employee (or his heir or devisee) shall not have any greater rights than a general, unsecured creditor against Newmont Mining or another Participating Employer, as applicable, for any amounts payable hereunder.

8.3 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of such eligible Employee or Terminated Eligible Employee to the beneficiary or beneficiaries designated by such eligible Employee or Terminated Eligible Employee to receive life insurance proceeds under Newmont Mining’s life insurance plan. In the absence of an effective beneficiary designation under such plan, any amount payable hereunder following the death of such eligible Employee or Terminated Eligible Employee shall be paid to his or her estate.

8.4 Reimbursement. The Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Financial Performance Bonus, Performance Leveraged Stock Bonus, and AICP Corporate Performance Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if: a) the amount of such Financial Performance Bonus, Performance Leveraged Stock Bonus, or AICP Corporate Performance Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, and b) the amount of such Financial Performance Bonus, Performance Leveraged Stock Bonus, or AICP Corporate Performance Bonus that would have been awarded to the eligible Employee had the financial results been reported as in the restatement would have been lower than the Financial Performance Bonus, Performance Leveraged Stock Bonus, or AICP Corporate Performance Bonus actually awarded. Additionally, the Compensation Committee, to the full extent permitted by governing law, shall have the discretion to require reimbursement of any portion of a Financial Performance Bonus, Performance Leveraged Stock Bonus, AICP Corporate Performance Bonus and Strategic Objective Bonus previously paid to an eligible Employee pursuant to the terms of this compensation program if the eligible employee is terminated for cause as defined in the Executive Change of Control Plan of Newmont.

10

8.5 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining or a Participating Employer may determine is required to be withheld pursuant to any applicable federal, state or local law or regulation. The Compensation Committee may, in its sole discretion, permit eligible Employees to satisfy the minimum withholding applicable to the portion of the bonus payable in shares of Common Stock or Performance Stock by causing Newmont Mining to withhold the appropriate number of shares of Common Stock or Performance Stock from the bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible Employee.

8.6 Issuance of Stock. Shares of Common Stock and Performance Stock issued under this compensation program may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee. All awards under this compensation program that consist of Common Stock or that are valued in whole or in part by reference to, or are otherwise based on, Common Stock, shall be treated as made under the 2005 Stock Incentive Plan as well as this compensation program and thereby subject to the applicable terms and conditions of the 2005 Stock Incentive Plan.

8.7 General Operation and Amendment. Notwithstanding anything contained in this compensation program to the contrary, this compensation program shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of any bonus under this compensation program.

8.8 Right of Offset. To the extent permitted by applicable law, Newmont Mining or a Participating Employer may, in its sole discretion, apply any bonus payments otherwise due and payable under this compensation program against debts of an eligible Employee to Newmont Mining or an Affiliated Entity. By accepting payments under this compensation program, all eligible Employees shall consent to the reduction of any compensation paid to the eligible Employee by Newmont Mining or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this compensation program.

8.9 Termination and Amendment. The Board may at any time amend, modify, suspend or terminate this compensation program; provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this compensation program as it determines necessary from time to time. The Compensation Committee may amend the terms of any award theretofore granted hereunder, but no such amendment shall be inconsistent with the terms and conditions of this compensation program or materially impair the previously accrued rights of the eligible Employee to whom such award was granted with respect to such award without his or her consent, except such an amendment made to cause this program or such award to comply with applicable law, tax rules, stock exchange rules or accounting rules.

11

8.10 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this compensation program, and this compensation program shall be construed and enforced as if such illegal and invalid provision had never been set forth in this compensation program.

8.11 No Right to Employment. The establishment of this compensation program shall not be deemed to confer upon any eligible Employee any legal right to be employed by, or to be retained in the employ of, Newmont Mining, a Participating Employer or any Affiliated Entity, or to give any eligible Employee any right to receive any payment whatsoever, except as provided under this compensation program. All eligible Employees shall remain subject to discharge from employment to the same extent as if this compensation program had never been adopted.

8.12 Transferability. Any bonus payable hereunder is personal to the eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of descent and distribution.

8.13 Successors. This compensation program shall be binding upon and inure to the benefit of Newmont Mining and eligible Employees and their respective heirs, representatives and successors.

8.14 Governing Law. This compensation program and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

8.15 Section 409A. It is the intention of Newmont Mining that awards and payments under this compensation program comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and Newmont Mining shall have complete discretion to interpret and construe this program and any related plan or agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this program and/or any such plan or agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by Newmont Mining in a manner consistent with such intent, as determined in the discretion of Newmont Mining. None of Newmont Mining nor any other Participating Employer shall be liable to any eligible Employee or any other person (i) if any provisions of this program do not satisfy an exemption from, or the conditions of, Code Section 409A, or (ii) as to any tax consequence expected, but not realized, by any eligible Employee or other person due to the receipt or payment of any award under this program.

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APPENDIX A

Target Financial Performance Bonus

Grade	Percentage of Base Salary
E-1		166.6	%
E-2		—
E-3 Executive Vice President Operations and Executive Vice President Development		116.6	%
E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		100	%
E-3 Executive Vice President, Human Resources and Communications		90	%
E-4		55	%

13

APPENDIX B

Employee Target AICP Corporate Performance Bonus

Grade	Percentage of Base Salary
E-1		75%
E-2		—
E-3 Executive Vice President Operations and Executive Vice President Development		47.5%
E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		45%
E-3 Executive Vice President, Human Resources and Communications		42.5%
E-4 (excluding Regional Senior Vice Presidents of operating sites)		37.5%
E-4 Regional Senior Vice Presidents of operating sites	37.5% (25% of target is based upon AICP Corporate Performance and 75% of target is based upon applicable regional bonus plan)

14

APPENDIX C

Maximum Strategic Objectives Bonuses

	Maximum Strategic
	Objectives Bonus
	as a Percentage of
	Base Salary (which
	constitutes the
	Eligible Earnings
	for the year as
	defined in the
Pay Grade	AICP)
E-1		150	%
E-2		—
E-3 Executive Vice President Operations and Executive Vice President Development		95	%
E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		90	%
E-3 Executive Vice President, Human Resources and Communications		85	%
E-4		75	%

15

APPENDIX D

Target Performance Leveraged Stock Bonus

Grade	Percentage of Base Salary
E-1		166.6	%
E-2		—
E-3 Executive Vice President Operations and Executive Vice President Development		116.6	%
E-3 Executive Vice President and Chief Financial Officer and Executive Vice President, Strategic Development		100	%
E-3 Executive Vice President, Human Resources and Communications		90	%
E-4		55	%

16

EX-12.1

Exhibit 12.1

NEWMONT MINING CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in millions, except ratio)

	Six Months Ended
	June 30, 2011
Earnings:
Income before income and mining tax and other items (1)	$	1,820
Adjustments:
Fixed charges added to earnings		136
Amortization of capitalized interest		12
	$	1,968
Fixed Charges:
Net interest expense (2)	$	128
Portion of rental expense representative of interest		8
Fixed charges added to earnings		136
Capitalized interest		17
	$	153
Ratio of earnings to fixed charges		12.9

(1)	Excludes interest on income tax liabilities. Interest and penalties related to income taxes are included in Income and mining tax expense.
(2)	Includes interest expense of majority-owned subsidiaries and amortization of debt issuance costs.

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Richard T. O’Brien, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Newmont Mining Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Richard T. O’brien Richard T. O’Brien

Chief Executive Officer

July 28, 2011

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
(Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Russell Ball, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Newmont Mining Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Russell Ball Russell Ball

Chief Financial Officer

July 28, 2011

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of Newmont Mining Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Richard T. O’Brien, Chief Executive Officer of the Company, certify, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RICHARD T. O’BRIEN Richard T. O’Brien

Chief Executive Officer

July 28, 2011

Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
(Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of Newmont Mining Corporation (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”) and pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Russell Ball, Chief Financial Officer of the Company, certify, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ RUSSELL BALL Russell Ball

Chief Financial Officer

July 28, 2011

Note: A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) made law in July 2010, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Under the Act, the Securities and Exchange Commission (the “SEC”) is authorized to issue rules and regulations to carry out the purposes of these provisions, but final rules have not yet been issued as of the date of the Form 10-Q for the quarter ended June 30, 2011. While we believe the following disclosures meet the requirements of the Act, it is possible that any rule-making by the SEC will require disclosures to be presented in a form that differs from this presentation. The disclosures reflect our U.S. mining operations only as the requirements of the Act do not apply to our mines operated outside the U.S.

Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator (e.g. our subsidiary, Newmont USA Limited) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.

The following table reflects citations and orders issued to us by MSHA during the quarter ended June 30, 2011 and pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) as of June 30, 2011. The proposed assessments for the quarter ended June 30, 2011 were taken from the MSHA data retrieval system as of July 18, 2011.

Additional information about the Act and MSHA references used in the table follows.

• Section 104 Citations: Citations received from MSHA under section 104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

• Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

• Section 104(d) Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

• Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

• Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.

• Pending Legal Actions: Pending legal actions before the Commission as required to be reported by Section 1503(a)(3) of the Act. The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under Section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.

• Contests of Citations and Orders — A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.

• Contests of Proposed Penalties (Petitions for Assessment of Penalties) — A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.

• Complaints for Compensation — A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.

• Complaints of Discharge, Discrimination or Interference — A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.

• Temporary Reinstatement Proceedings — Temporary reinstatement proceedings involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.

• Emergency Response Plan (“ERP”) Dispute Proceedings — ERP dispute proceedings are cases brought before the Commission when an operator is issued a citation because it has not agreed to include a certain provision in its ERP.

					Section
					104(d)						($ in millions)
	Section		Section		Citations		Section		Section		Proposed				Pending
	104		104(b)		and		110(b)(2)		107(a)		MSHA				Legal
Mine(1)(2)	Citations(3)		Orders(3)		Orders(3)		Violations		Orders(3)		Assessments(4)		Fatalities		Actions(5)
Chukar		—		—		—		—		—	$	—		—		3
Deep Post		—		—		—		—		—	$	—		—		8
Emigrant		3		—				—		1	$	—		—		—
Exodus		7		—		—		—		—	$	—		—		1
Genesis		5		—		—		—		—	$	—		—		10
Leeville		16		—		—		—		—	$	0.01		—		25
Midas		12		—		—		—		—	$	0.01		—		16
Mill 6		7		—		—		—		—	$	—		—		5
Phoenix		38		—		—		—		—	$	—		—		3
South Area		11		—		—		—		—	$	0.01		—		11
Twin Creeks		12		—		—		—		—	$	—		—		9
Lone Tree		—		—		—		—		—	$	—		—		2
Sage Mill		7		—		—		—		—	$	—		—		3
Vista		2		—		—		—		—	$	—		—		—
TOTAL		120		—		—		—		1	$	0.03		—		96

(1)	The table above reflects citations and orders issued to us by MSHA for the quarter ended June 30, 2011 and the pending legal actions before the Commission for the quarter ended June 30, 2011.
(2)	The definition of mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities. Unless otherwise indicated, any of these other items associated with a single mine have been aggregated in the totals for that mine. MSHA assigns an identification number to each mine and may or may not assign separate identification numbers to related facilities such as preparation facilities. We are providing the information in the table by mine rather than MSHA identification number because that is how we manage and operate our mining business and we believe this presentation will be more useful to investors than providing information based on MSHA identification numbers.
(3)	120 Section 104 Citations were subject to contest as of June 30, 2011. The Section 107(a) Order was issued to a contractor, High Mark Construction LLC, at the Company’s Emigrant project site.

2

(4)

Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and or orders preceding such dollar value in the corresponding row.

(5)

The foregoing list includes legal actions which were initiated prior to the current reporting period and which do not necessarily relate to citations, orders or proposed assessments issued by MSHA for the quarter ended June 30, 2011. Of the 96 pending legal actions, 95 represent contests of 419 citations or orders (for which the aggregate amount assessed to date is of approximately $1.4 million) and the remaining 1 represents complaints of discrimination.

Pattern or Potential Pattern of Violations. During the quarter ended June 30, 2011, none of the mines operated by us received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.

3

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 21, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	NEWMONT MINING CORP /DE/
Entity Central Index Key	0001164727
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		487,574,675

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Other Expense, Net

6 Months Ended

Jun. 30, 2011

Other Expense, Net [Abstract]

OTHER EXPENSE, NET

NOTE 6 OTHER EXPENSE, NET
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Community development	$	23	$	20	$	40	$	75
	Regional administration		21		18		37		31
	Indonesian value added tax settlement		-		-		21		-
	Fronteer acquisition costs		20		-		21		-
	Western Australia power plant		5		1		9		7
	Other		18		22		32		37
		$	87	$	61	$	160	$	150

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Other Income, Net

6 Months Ended

Jun. 30, 2011

Other Income, Net [Abstract]

OTHER INCOME, NET

NOTE 7    OTHER INCOME, NET
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Gain on sale of investments, net	$	50	$	5	$	50	$	7
	Canadian Oil Sands		10		15		16		25
	Interest income		2		2		6		5
	Gain on asset sales, net		-		9		3		42
	Foreign currency exchange gain (loss), net		(18)		5		(29)		(4)
	Other		4		8		33		17
		$	48	$	44	$	79	$	92

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Employee Pension and Other Benefits Plans

6 Months Ended

Jun. 30, 2011

Employee Pension and Other Benefit Plans [Abstract]

EMPLOYEE PENSION AND OTHER BENEFIT PLANS

NOTE 8 EMPLOYEE PENSION AND OTHER BENEFIT PLANS
			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
	Pension benefit costs, net
		Service cost	$	6	$	6	$	12	$	11
		Interest cost		10		9		20		18
		Expected return on plan assets		(11)		(9)		(21)		(16)
		Amortization, net		7		5		12		9
			$	12	$	11	$	23	$	22
			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
	Other benefit costs, net
		Service cost	$	-	$	-	$	1	$	1
		Interest cost		1		2		2		3
			$	1	$	2	$	3	$	4

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Stock Based Compensation

6 Months Ended

Jun. 30, 2011

Stock Based Compensation [Abstract]

STOCK BASED COMPENSATION

NOTE 9    STOCK BASED COMPENSATION
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Stock options	$	7	$	6	$	10	$	9
	Restricted stock units		10		4		17		8
	Performance leveraged stock units		1		1		3		4
	Common stock		-		1		1		2
	Restricted stock		-		-		-		1
	Deferred stock		1		3		3		5
		$	19	$	15	$	34	$	29

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Income and Mining Taxes

6 Months Ended

Jun. 30, 2011

Income and Mining Taxes [Abstract]

INCOME AND MINING TAXES

NOTE 10    INCOME AND MINING TAXES

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

The Company operates in numerous countries around the world and accordingly it is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual agreements with the local government, and others are defined by the general corporate income tax laws of the country. The Company has historically filed, and continues to file, all required income tax returns and pay the income taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company's business conducted within the country involved.

At June 30, 2011, the Company's total unrecognized tax benefit was $106 for uncertain income tax positions taken or expected to be taken on income tax returns. Of this, $55 represents the amount of unrecognized tax benefits that, if recognized, would affect the Company's effective income tax rate.

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

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

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Income before income and mining tax and
	other items		$	847		$	822		$	1,820		$	1,708
United States statutory corporate income
	tax rate			35	%		35	%		35	%		35	%
Income and mining tax expense computed
	at United States statutory corporate income tax rate			(296)			(288)			(637)			(598)
Reconciling items:
	Tax benefit generated on change in form
		of a non-U.S. subsidiary		65			-			65			127
	Percentage depletion			56			21			111			54
	Other			(12)			(16)			(31)			(7)
Income and mining tax expense			$	(187)		$	(283)		$	(492)		$	(424)

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Discontinued Operations

6 Months Ended

Jun. 30, 2011

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 11    DISCONTINUED OPERATIONS

Discontinued operations include Holloway Mining Company, which owned the Holt-McDermott property (“Holt property”) and was sold to St. Andrew Goldfields Ltd. (“St. Andrew”) in 2006 (see Note 28).In 2009, the Superior Court issued a decision finding Newmont Canada Corporation (“Newmont Canada”) liable for a sliding scale royalty on production from the Holt property, which Newmont Canada appealed. In December 2010, the Company recognized a $28 charge, net of tax benefits of $12, related to these legal claims.In May 2011, the Ontario Court of Appeal upheld the Superior Court ruling resulting in an additional $136 charge, net of tax benefits of $7, in the second quarter.

Net operating cash used in discontinued operations was$2 and $13 in the first half of 2011and 2010, respectively. In 2011, we made an initial payment related to the Holt property royalty and the2010 amount related to the Kori Kollo operation in Bolivia which was sold in 2009.

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Net Income attributable to Noncontrolling Interests

6 Months Ended

Jun. 30, 2011

Net Income attributable to Noncontrolling Interests [Abstract]

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

NOTE 12    NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Batu Hijau	$	64	$	84	$	166	$	202
	Yanacocha		76		71		132		151
	Other		(3)		-		(5)		(1)
		$	137	$	155	$	293	$	352

At June 30, 2011, Newmont had a48.5% effective economic interest in PT Newmont Nusa Tenggara (“PTNNT”). PTNNT operates the Batu Hijau copper and gold mine in Indonesia. Based on ASC guidance for variable interest entities, Newmont continues to consolidate PTNNT in its Condensed Consolidated Financial Statements.

Newmont has a51.35% 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%).

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Income Per Common Share

6 Months Ended

Jun. 30, 2011

Income Per Common Share [Abstract]

INCOME PER COMMON SHARE

NOTE 13    INCOME PER COMMON SHARE

Basic income per common share is computed by dividing income available to Newmont common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share is computed similarly to basic income per common share except that weighted average common shares is increased to include the potential issuance of dilutive common shares.

				Three Months Ended June 30,				Six Months Ended June 30,
				2011		2010		2011		2010
Net income attributable to Newmont
	stockholders
			Continuing operations	$	523	$	382	$	1,037	$	928
			Discontinued operations		(136)		-		(136)		-
				$	387	$	382	$	901	$	928
Weighted average common shares (millions):
	Basic				494		492		494		491
	Effect of employee stock-based awards				1		1		1		1
	Effect of convertible notes				6		6		6		4
	Diluted				501		499		501		496
Net income attributable to Newmont
	stockholders per common share
		Basic:
			Continuing operations	$	1.06	$	0.78	$	2.10	$	1.89
			Discontinued operations		(0.28)		-		(0.28)		-
				$	0.78	$	0.78	$	1.82	$	1.89
		Diluted:
			Continuing operations	$	1.04	$	0.77	$	2.07	$	1.87
			Discontinued operations		(0.27)		-		(0.27)		-
				$	0.77	$	0.77	$	1.80	$	1.87

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

In February 2009 and July 2007, Newmont issued $518and $1,150, respectively, of convertible senior notes that, if converted in the future, may have a dilutive effect on the Company's weighted average number of common shares. The notes issued in 2009 and 2007 are convertible, at the holder's option, equivalent to a conversion price of $46.04and $46.00, respectively, per share of common stock. Under the convertible note indenture, Newmont is required to settle the principal amount of the convertible senior notes in cash and may elect to settle the remaining conversion obligation (Newmont average share price in excess of the conversion price), if any, in cash, shares or a combination thereof. The effect of contingently convertible instruments on diluted earnings per share is calculated under the net share settlement method in accordance with ASC guidance. The average price of the Company's common stock for the three and six months endedJune 30, 2011exceeded the conversion price of $46.04and $46.00for the notes issued in 2009 and 2007, respectively, and therefore, 6and 6million additional shares were included in the computation of diluted weighted average common shares for the three and sixmonths ended June 30, 2011, respectively.The average price of the Company's common stock for the three and six months endedJune 30, 2010 exceeded the conversion price of $46.25and $46.21for the notes issued in 2009 and 2007, respectively, and therefore, 6and 4million additional shares were included in the computation of diluted weighted average common shares for the three and sixmonths endedJune 30, 2010, respectively.

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

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

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Net income attributable to Newmont stockholders			$	387	$	382	$	901	$	928
Transfers from noncontrolling interests:
	Increase in Additional paid in capital from sale
		of PTNNT shares, net of tax of $33		-		1		-		16
Net income attributable to Newmont stockholders
	and transfers from noncontrolling interests		$	387	$	383	$	901	$	944

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Comprehensive Income

6 Months Ended

Jun. 30, 2011

Comprehensive Income [Abstract]

COMPREHENSIVE INCOME

NOTE 14    COMPREHENSIVE INCOME
					Three Months Ended June 30,				Six Months Ended June 30,
					2011		2010		2011		2010
	Net income				$	524	$	537	$	1,194	$	1,280
	Other comprehensive income (loss), net of tax:
		Unrealized loss on marketable
			securities			(243)		(77)		(75)		(28)
		Foreign currency translation adjustments				38		(55)		127		1
		Pension and other benefit liability
			adjustments			4		3		8		5
		Change in fair value of cash flow hedge
			instruments:
			Net change from periodic revaluations			162		(72)		217		(43)
			Net amount reclassified to income			(39)		(16)		(72)		(35)
			Net unrecognized gain (loss) on
				derivatives		123		(88)		145		(78)
						(78)		(217)		205		(100)
	Comprehensive income				$	446	$	320	$	1,399	$	1,180
	Comprehensive income attributable to:
		Newmont stockholders			$	308	$	165	$	1,103	$	828
		Noncontrolling interests				138		155		296		352
					$	446	$	320	$	1,399	$	1,180

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Changes in Equity

6 Months Ended

Jun. 30, 2011

Change in Equity [Abstract]

CHANGES IN EQUITY

NOTE 15    CHANGES IN EQUITY
				Six Months Ended June 30,
				2011		2010
	Common stock:
		At beginning of period		$	778	$	770
			Stock based awards		2		2
			Shares issued in exchange for exchangeable shares		-		3
		At end of period			780		775
	Additional paid-in capital:
		At beginning of period			8,279		8,158
			Stock based awards		52		64
			Shares issued in exchange for exchangeable shares		(1)		(3)
			Sale of noncontrolling interests		-		16
		At end of period			8,330		8,235
	Accumulated other comprehensive income:
		At beginning of period			1,108		626
			Other comprehensive income		202		(100)
		At end of period			1,310		526
	Retained earnings:
		At beginning of period			3,180		1,149
			Net income attributable to Newmont stockholders		901		928
			Dividends paid		(173)		(98)
		At end of period			3,908		1,979
	Noncontrolling interests:
		At beginning of period			2,371		1,910
			Net income attributable to noncontrolling interests		293		352
			Dividends paid		(2)		(320)
			Other comprehensive income		3		-
			Sale of noncontrolling interests, net		-		98
		At end of period			2,665		2,040
	Total equity			$	16,993	$	13,555

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (USD $) In Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) [Abstract]
Sales	$ 2,384	$ 2,153	$ 4,849	$ 4,395
Costs and expenses
Costs applicable to sales	917	848	1,857	1,717
Amortization	250	231	506	455
Reclamation and remediation	43	13	57	26
Exploration	89	53	151	96
Advanced projects, research and development	86	57	154	103
General and administrative	50	43	95	88
Other expense, net	87	61	160	150
Total costs and expenses	1,522	1,306	2,980	2,635
Other income (expense)
Other income, net	48	44	79	92
Interest expense, net	(63)	(69)	(128)	(144)
Total other income (expense)	(15)	(25)	(49)	(52)
Income before income and mining tax and other items	847	822	1,820	1,708
Income and mining tax expense	(187)	(283)	(492)	(424)
Equity income (loss) of affiliates	0	(2)	2	(4)
Income from continuing operations	660	537	1,330	1,280
Loss from discontinued operations	(136)	0	(136)	0
Net income	524	537	1,194	1,280
Net income attributable to noncontrolling interests	(137)	(155)	(293)	(352)
Net income attributable to Newmont stockholders	387	382	901	928
Net income attributable to Newmont stockholders:
Continuing operations	523	382	1,037	928
Discontinued operations	(136)	0	(136)	0
Net income attributable to Newmont stockholders	$ 387	$ 382	$ 901	$ 928
Income per common share, basic
Continuing operations	$ 1.06	$ 0.78	$ 2.10	$ 1.89
Discontinued operations	$ (0.28)	$ 0	$ (0.28)	$ 0
Income per common share, basic	$ 0.78	$ 0.78	$ 1.82	$ 1.89
Income per common share, diluted
Continuing operations	$ 1.04	$ 0.77	$ 2.07	$ 1.87
Discontinued operations	$ (0.27)	$ 0	$ (0.27)	$ 0
Income per common share, diluted	$ 0.77	$ 0.77	$ 1.80	$ 1.87
Cash dividends declared per common share	$ 0.20	$ 0.10	$ 0.35	$ 0.20

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Acquisitions

6 Months Ended

Jun. 30, 2011

Business Combination Disclosure [Abstract]

ACQUISITIONS

NOTE 16    ACQUISITIONS

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

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

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

Assets:
	Cash	$	2
	Property, plant and mine development, net		3,208
	Investments		281
	Other assets		6
		$	3,497
Liabilities:
	Deferred income tax liability	$	1,223
	Other liabilities		15
			1,238
Net assets acquired		$	2,259

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

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

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Fair Value Accounting

6 Months Ended

Jun. 30, 2011

Fair Value Accounting [Abstract]

FAIR VALUE ACCOUNTING

NOTE 17FAIR 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).

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

			Fair Value at June 30, 2011
			Total		Level 1		Level 2		Level 3
Assets:
	Cash equivalents		$	36	$	36	$	-	$	-
	Marketable equity securities:
		Extractive industries		1,757		1,757		-		-
		Other		6		6		-		-
	Marketable debt securities:
		Asset backed commercial paper		20		-		-		20
		Corporate		9		9		-		-
		Auction rate securities		5		-		-		5
	Trade receivable from provisional copper
		and gold concentrate sales, net		306		306		-		-
	Derivative instruments, net:
		Foreign exchange forward contracts		376		-		376		-
		Diesel forward contracts		11		-		11		-
			$	2,526	$	2,114	$	387	$	25
Liabilities:
	Derivative instruments, net:
		Forward starting swap contracts	$	11	$	-	$	11	$	-
	Boddington contingent consideration			70		-		-		70
	Holt property royalty			181		-		-		181
			$	262	$	-	$	11	$	251

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

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

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

The Company's net trade receivable from provisional copper and gold concentrate sales, subject to final pricing, is valued using quoted market prices based on forward curves and, as such, is classified within Level 1 of the fair value hierarchy.

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

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

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

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

		Auction Rate Securities		Asset Backed Commercial Paper		Total Assets		Boddington Contingent Consideration		Holt Property Royalty		Total Liabilities
Balance at beginning of period		$	5	$	19	$	24	$	83	$	-	$	83
	Unrealized gain		-		1		1		-		-		-
	Settlements		-		-		-		(13)		-		(13)
	Valuation		-		-		-		-		181		181
Balance at end of period		$	5	$	20	$	25	$	70	$	181	$	251

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

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Derivative Instruments

6 Months Ended

Jun. 30, 2011

Derivative Instruments [Abstract]

DERIVATIVE INSTRUMENTS

NOTE 18    DERIVATIVE INSTRUMENTS

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

Cash Flow Hedges

The foreign currency, diesel and forward starting swap contracts are designated as cash flow hedges, and as such, the effective portion of unrealized changes in market value have been recorded in Accumulated other comprehensive incomeand are reclassified to income during the period in which the hedged transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.

Foreign Currency Contracts

Newmont utilizes foreign currency contracts to reduce the variability of the US dollar amount of forecasted foreign currency expenditures caused by changes in exchange rates. Newmont hedges a portion of the Company's A$ andNZ$ denominated operating expenditureswhich 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.

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

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

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

Diesel Fixed Forward Contracts

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

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

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

Forward Starting Swap Contracts

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

Fair Value Hedges

Interest Rate Swap Contracts

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

Derivative Instrument Fair Values

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

		Fair Value
		At June 30, 2011
		Other Current Assets		Other Long-Term Assets		Other Current Liabilities		Other Long-Term Liabilities
Foreign currency exchange contracts:
	A$ operating fixed forward contracts	$	204	$	165	$	1	$	-
	A$ Akyem capital fixed forward contracts		-		-		-		-
	NZ$ operating fixed forward contracts		7		1		-		-
Diesel fixed forward contracts			11		1		1		-
Forward starting swap contracts			4		-		15		-
Total derivative instruments (Note 22)		$	226	$	167	$	17	$	-
		Fair Value
		At December 31, 2010
		Other Current Assets		Other Long-Term Assets		Other Current Liabilities		Other Long-Term Liabilities
Foreign currency exchange contracts:
	A$ operating fixed forward contracts	$	181		114		-		-
	NZ$ operating fixed forward contracts		5		1		-		-
Diesel fixed forward contracts			7		1		-		-
Interest rate swap contracts			3		-		-		-
Total derivative instruments (Note 22)		$	196	$	116	$	-	$	-

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

		Foreign Currency Exchange Contracts				Diesel Forward Contracts
		2011		2010		2011		2010
For the three months ended June 30,
Cash flow hedging relationships:
	Gain (loss) recognized in other comprehensive income (effective portion)	$	126	$	(99)	$	(5)	$	(6)
	(1)?		49		21		5		1
For the six months ended June 30,
Cash flow hedging relationships:
	Gain (loss) recognized in other comprehensive income (effective portion)	$	193	$	(58)	$	10	$	(5)
	(1)?		91		45		9		2

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

		Interest Rate				8 5/8% Debentures
		Swap Contracts				(Hedged Portion)
		2011		2010		2011		2010
For the three months ended June 30,
Fair value hedging relationships:
	Gain (loss) recognized in income (effective portion) (1)?	$	1	$	1	$	(1)	$	2
	Gain (loss) recognized in income (ineffective portion)(2)?		(1)		(2)		-		1
For the six months ended June 30,
Fair value hedging relationships:
	Gain (loss) recognized in income (effective portion) (1)?	$	3	$	3	$	(6)	$	2
	Gain (loss) recognized in income (ineffective portion)(2)?		(2)		(2)		-		1

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

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

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

Provisional Copper and Gold Sales

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

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

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

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Investments

6 Months Ended

Jun. 30, 2011

Investments [Abstract]

INVESTMENTS

NOTE 19    INVESTMENTS
				At June 30, 2011
				Cost/Equity		Unrealized				Fair/Equity
				Basis		Gain		Loss		Basis
	Current:
		Marketable Equity Securities:
			Paladin Energy Ltd.	$	208	$	-	$	(67)	$	141
			Other		28		36		(2)		62
				$	236	$	36	$	(69)	$	203
	Long-term:
		Marketable Debt Securities:
			Asset backed commercial paper	$	26	$	-	$	(6)	$	20
			Auction rate securities		7		-		(2)		5
			Corporate		7		2		-		9
					40		2		(8)		34
		Marketable Equity Securities:
			Canadian Oil Sands Ltd.		320		570		-		890
			Gabriel Resources Ltd.		80		270		-		350
			Regis Resources Ltd.		23		163		-		186
			Other		125		29		(20)		134
					548		1,032		(20)		1,560
		Other investments, at cost			9		-		-		9
		Investment in Affiliates:
			La Zanja		72		-		-		72
				$	669	$	1,034	$	(28)	$	1,675

			At December 31, 2010
			Cost/Equity		Unrealized				Fair/Equity
			Basis		Gain		Loss		Basis
Current:
	Marketable Equity Securities:
		New Gold Inc.	$	5	$	54	$	-	$	59
		Other		19		35		-		54
			$	24	$	89	$	-	$	113
Long-term:
	Marketable Debt Securities:
		Asset backed commercial paper	$	25	$	-	$	(6)	$	19
		Auction rate securities		7		-		(2)		5
		Corporate		7		3		-		10
				39		3		(8)		34
	Marketable Equity Securities:
		Canadian Oil Sands Ltd.		308		508		-		816
		Gabriel Resources Ltd.		78		325		-		403
		Regis Resources Ltd.		23		148		-		171
		Other		39		37		-		76
				448		1,018		-		1,466
	Other investments, at cost			11		-		-		11
	Investment in Affiliates:
		La Zanja		57		-		-		57
			$	555	$	1,021	$	(8)	$	1,568

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

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

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

		Less than 12 Months				12 Months or Greater				Total
At June 30, 2011		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	62	$	22	$	-	$	-	$	62	$	22
Paladin Energy Ltd.		141		67		-		-		141		67
Asset backed commercial paper		-		-		20		6		20		6
Auction rate securities		-		-		5		2		5		2
	$	203	$	89	$	25	$	8	$	228	$	97
		Less than 12 Months				12 Months or Greater				Total
At December 31, 2010		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset backed commercial paper	$	-	$	-	$	19	$	6	$	19	$	6
Auction rate securities		-		-		5		2		5		2
	$	-	$	-	$	24	$	8	$	24	$	8

Included in the tables above are the unrealized losses of $97and $8atJune 30, 2011 and December 31, 2010, respectively, related to the Company's investments inasset backed commercial paper, auction rate securities and marketable equity securities as listed in the tables above. While the fair values of these investments are below their respective cost, the Company views these declines as temporary. The Company intends to hold its investment in auction rate securities and asset backed commercial paper until maturity or such time that the market recovers and therefore considers these losses temporary.

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories [Abstract]

INVENTORIES

NOTE 20    INVENTORIES
		At June 30,		At December 31,
		2011		2010
	In-process	$	101	$	142
	Concentrate		110		111
	Precious metals		15		4
	Materials, supplies and other		445		401
		$	671	$	658

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Stockpiles and Ore on Leach Pads

6 Months Ended

Jun. 30, 2011

Stockpiles And Ore On Leach Pad [Abstract]

STOCKPILES AND ORE ON LEACH PADS

NOTE 21    STOCKPILES AND ORE ON LEACH PADS
			At June 30,		At December 31,
			2011		2010
	Current:
		Stockpiles	$	443	$	389
		Ore on leach pads		253		228
			$	696	$	617
	Long-term:
		Stockpiles	$	1,640	$	1,397
		Ore on leach pads		310		360
			$	1,950	$	1,757

		At June 30,		At December 31,
		2011		2010
Stockpiles and ore on leach pads:
	Nevada	$	497	$	479
	La Herradura		9		6
	Yanacocha		503		496
	Boddington		357		248
	Batu Hijau		995		879
	Other Australia/New Zealand		152		145
	Ahafo		133		121
		$	2,646	$	2,374

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Other Assets

6 Months Ended

Jun. 30, 2011

Other Assets [Abstract]

OTHER ASSETS

NOTE 22    OTHER ASSETS
			At June 30,		At December 31,
			2011		2010
	Other current assets:
		Refinery metal inventory and receivable	$	1,166	$	617
		Derivative instruments		226		196
		Prepaid assets		141		65
		Other		80		84
			$	1,613	$	962
	Other long-term assets:
		Goodwill	$	188	$	188
		Income tax receivable		176		119
		Derivative instruments		167		116
		Intangible assets		151		91
		Debt issuance costs		62		39
		Restricted cash		26		25
		Other receivables		19		19
		Other		157		144
			$	946	$	741

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Debt

6 Months Ended

Jun. 30, 2011

Debt [Abstract]

DEBT

NOTE 23    DEBT
	At June 30, 2011				At December 31, 2010
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	28	$	106	$	30	$	134
8 5/8% debentures, net of discount (due 2011)		-		-		217		-
2012 convertible senior notes, net of discount		501		-		-		488
2014 convertible senior notes, net of discount		-		500		-		489
2017 convertible senior notes, net of discount		-		443		-		434
2019 senior notes, net of discount		-		896		-		896
2035 senior notes, net of discount		-		598		-		598
2039 senior notes, net of discount		-		1,087		-		1,087
Corporate revolving credit facility		-		90		-		-
Ahafo project facility		10		50		10		55
Other capital leases		-		1		2		1
	$	539	$	3,771	$	259	$	4,182

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

Corporate Revolving Credit Facility

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

Subsidiary Financings

PTNNT Revolving Credit Facility

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

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Other Liabilities

6 Months Ended

Jun. 30, 2011

Other Liabilities And Shares Subject To Mandatory Redemption Abstract [Abstract]

OTHER LIABILITIES

NOTE 24    OTHER LIABILITIES
			At June 30,		At December 31,
			2011		2010
	Other current liabilities:
		Refinery metal payable	$	1,166	$	617
		Accrued operating costs		249		217
		Accrued capital expenditures		156		83
		Taxes other than income and mining		105		135
		Reclamation and remediation liabilities		62		64
		Interest		57		66
		Royalties		44		90
		Boddington contingent consideration		42		32
		Deferred income tax		18		54
		Holt property royalty		14		-
		Other		85		60
			$	1,998	$	1,418
	Other long-term liabilities:
		Holt property royalty	$	167	$	40
		Power supply agreements		47		45
		Income and mining taxes		29		36
		Boddington contingent consideration		28		51
		Other		43		49
			$	314	$	221

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Net Change in Operating Assets and Liabilities

6 Months Ended

Jun. 30, 2011

Net Change in Operating Assets and Liabilities [Abstract]

NET CHANGE IN OPERATING ASSETS AND LIABILITIES

NOTE 25 NET CHANGE IN OPERATING ASSETS AND LIABILITIES

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

		Six Months Ended June 30,
		2011		2010
Decrease (increase) in operating assets:
	Trade and accounts receivable	$	121	$	74
	Inventories, stockpiles and ore on leach pads		(230)		(187)
	EGR refinery assets		(437)		138
	Other assets		(67)		(30)
Increase (decrease) in operating liabilities:
	Accounts payable and other accrued liabilities		(349)		(90)
	EGR refinery liabilities		437		(138)
	Reclamation liabilities		(15)		(18)
		$	(540)	$	(251)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating activities:
Net income	$ 1,194	$ 1,280
Adjustments:
Amortization	506	455
Loss from discontinued operations	136	0
Reclamation and remediation	57	26
Deferred income taxes	(38)	(86)
Stock based compensation and other non-cash benefits	44	39
Gain on asset sales, net	(53)	(49)
Other operating adjustments and write-downs	97	67
Net change in operating assets and liabilities	(540)	(251)
Net cash provided from continuing operations	1,403	1,481
Net cash used in discontinued operations	(2)	(13)
Net cash provided from operations	1,401	1,468
Investing activities:
Additions to property, plant and mine development	(1,020)	(628)
Proceeds from sale of marketable securities	55	1
Purchases of marketable securities	(15)	(7)
Acquisitions, net	(2,291)	0
Proceeds from sale of other assets	6	52
Other	(15)	(23)
Net cash used in investing activities	(3,280)	(605)
Financing activities:
Proceeds from debt, net	775	0
Repayment of debt	(973)	(263)
Sale of noncontrolling interests	0	229
Acquisition of noncontrolling interests	0	(109)
Dividends paid to common stockholders	(173)	(98)
Dividends paid to noncontrolling interests	(17)	(307)
Proceeds from stock issuance, net	8	30
Change in restricted cash and other	0	48
Net cash used in financing activities	(380)	(470)
Effect of exchange rate changes on cash	58	(6)
Net change in cash and cash equivalents	(2,201)	387
Cash and cash equivalents at beginning of period	4,056	3,215
Cash and cash equivalents at end of period	$ 1,855	$ 3,602

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2011

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 26    SUPPLEMENTAL CASH FLOW INFORMATION
		Six Months Ended June 30,
		2011		2010
	Income and mining taxes, net of refunds	$	892	$	546
	Interest, net of amounts capitalized	$	92	$	116

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Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Financial Statements [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

NOTE 27    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

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

		Three Months Ended June 30, 2011
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	1,468	$	916	$	-	$	2,384
Costs and expenses
	Costs applicable to sales (1)		-		551		375		(9)		917
	Amortization		-		156		94		-		250
	Reclamation and remediation		-		37		6		-		43
	Exploration		-		47		42		-		89
	Advanced projects, research and development		-		41		46		(1)		86
	General and administrative		-		39		1		10		50
	Other expense, net		-		67		20		-		87
			-		938		584		-		1,522
Other income (expense)
	Other income, net		(2)		41		9		-		48
	Interest income - intercompany		40		2		2		(44)		-
	Interest expense - intercompany		(3)		-		(41)		44		-
	Interest expense, net		(59)		(3)		(1)		-		(63)
			(24)		40		(31)		-		(15)
Income before income and mining tax and other items			(24)		570		301		-		847
Income and mining tax expense			5		(111)		(81)		-		(187)
Equity income (loss) of affiliates			406		2		50		(458)		-
Income from continuing operations			387		461		270		(458)		660
Loss from discontinued operations			-		7		(143)		-		(136)
Net income			387		468		127		(458)		524
Net income attributable to noncontrolling interests			-		(173)		30		6		(137)
Net income attributable to Newmont stockholders		$	387	$	295	$	157	$	(452)	$	387

(1)Excludes Amortization and Reclamation and remediation.

		Three Months Ended June 30, 2010
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	1,410	$	743	$	-	$	2,153
Costs and expenses
	Costs applicable to sales (1)		-		519		335		(6)		848
	Amortization		-		143		89		(1)		231
	Reclamation and remediation		-		10		3		-		13
	Exploration		-		32		21		-		53
	Advanced projects, research and development		-		25		32		-		57
	General and administrative		-		37		-		6		43
	Other expense, net		-		39		21		1		61
			-		805		501		-		1,306
Other income (expense)
	Other income, net		-		13		31		-		44
	Interest income - intercompany		35		2		1		(38)		-
	Interest expense - intercompany		(3)		-		(35)		38		-
	Interest expense, net		(64)		(4)		(1)		-		(69)
			(32)		11		(4)		-		(25)
Income before income and mining tax and other items			(32)		616		238		-		822
Income and mining tax expense			9		(227)		(65)		-		(283)
Equity income (loss) of affiliates			405		1		63		(471)		(2)
Net income (loss)			382		390		236		(471)		537
Net loss (income) attributable to noncontrolling
	interests		-		(185)		(10)		40		(155)
Net income (loss) attributable to Newmont
	stockholders	$	382	$	205	$	226	$	(431)	$	382

(1)Excludes Amortization and Reclamation and remediation.

		Six Months Ended June 30, 2011
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	2,986	$	1,863	$	-	$	4,849
Costs and expenses
	Costs applicable to sales (1)		-		1,117		759		(19)		1,857
	Amortization		-		315		191		-		506
	Reclamation and remediation		-		48		9		-		57
	Exploration		-		81		70		-		151
	Advanced projects, research and development		-		68		87		(1)		154
	General and administrative		-		73		2		20		95
	Other expense, net		-		121		39		-		160
			-		1,823		1,157		-		2,980
Other income (expense)
	Other income, net		(8)		67		20		-		79
	Interest income - intercompany		76		4		4		(84)		-
	Interest expense - intercompany		(6)		-		(78)		84		-
	Interest expense, net		(113)		(12)		(3)		-		(128)
			(51)		59		(57)		-		(49)
Income before income and mining tax and other items			(51)		1,222		649		-		1,820
Income and mining tax expense			15		(319)		(188)		-		(492)
Equity income (loss) of affiliates			937		3		139		(1,077)		2
Income from continuing operations			901		906		600		(1,077)		1,330
Loss from discontinued operations			-		7		(143)		-		(136)
Net income			901		913		457		(1,077)		1,194
Net income attributable to noncontrolling interests			-		(365)		10		62		(293)
Net income attributable to Newmont stockholders		$	901	$	548	$	467	$	(1,015)	$	901

(1)Excludes Amortization and Reclamation and remediation.

		Six Months Ended June 30, 2010
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	3,002	$	1,393	$	-	$	4,395
Costs and expenses
	Costs applicable to sales (1)		-		1,064		664		(11)		1,717
	Amortization		-		286		170		(1)		455
	Reclamation and remediation		-		19		7		-		26
	Exploration		-		56		40		-		96
	Advanced projects, research and development		-		54		49		-		103
	General and administrative		-		75		1		12		88
	Other expense, net		-		115		35		-		150
			-		1,669		966		-		2,635
Other income (expense)
	Other income, net		-		14		78		-		92
	Interest income - intercompany		71		4		2		(77)		-
	Interest expense - intercompany		(5)		-		(72)		77		-
	Interest expense, net		(126)		(16)		(2)		-		(144)
			(60)		2		6		-		(52)
Income before income and mining tax and other items			(60)		1,335		433		-		1,708
Income and mining tax expense			150		(466)		(108)		-		(424)
Equity income (loss) of affiliates			838		1		130		(973)		(4)
Net income (loss)			928		870		455		(973)		1,280
Net loss (income) attributable to noncontrolling
	interests		-		(428)		(5)		81		(352)
Net income (loss) attributable to Newmont
	stockholders	$	928	$	442	$	450	$	(892)	$	928

(1)Excludes Amortization and Reclamation and remediation.

			Six Months Ended June 30, 2011
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
		Condensed Consolidating Statement of Cash Flows	Corporation		USA		Subsidiaries		Eliminations		Consolidated
Operating activities:
	Net income (loss)		$	901	$	913	$	457	$	(1,077)	$	1,194
	Adjustments			39		362		(729)		1,077		749
	Net change in operating assets and liabilities			(27)		(509)		(4)		-		(540)
Net cash provided from (used in) continuing operations				913		766		(276)		-		1,403
Net cash used in discontinued operations				-		-		(2)		-		(2)
Net cash provided from (used in) operations				913		766		(278)		-		1,401
Investing activities:
	Additions to property, plant and mine development			-		(671)		(349)		-		(1,020)
	Proceeds from sale of marketable securities			-		55		-		-		55
	Purchases of marketable securities			-		-		(15)		-		(15)
	Acquisitions, net			-		-		(2,291)		-		(2,291)
	Proceeds from sale of other assets			-		(56)		62		-		6
	Other			-		-		(15)		-		(15)
Net cash used in investing activities				-		(672)		(2,608)		-		(3,280)
Financing activities:
	Net borrowings (repayments)			83		(276)		(5)		-		(198)
	Net intercompany borrowings (repayments)			(831)		(2,018)		2,849		-		-
	Dividends paid to common stockholders			(173)		-		-		-		(173)
	Dividends paid to noncontrolling interests			-		(17)		-		-		(17)
	Proceeds from stock issuance, net			8		-		-		-		8
	Change in restricted cash and other			-		1		(1)		-		-
Net cash provided from (used in) financing activities				(913)		(2,310)		2,843		-		(380)
Effect of exchange rate changes on cash				-		1		57		-		58
Net change in cash and cash equivalents				-		(2,215)		14		-		(2,201)
Cash and cash equivalents at beginning of period				-		3,877		179		-		4,056
Cash and cash equivalents at end of period			$	-	$	1,662	$	193	$	-	$	1,855

			Six Months Ended June 30, 2010
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
		Condensed Consolidating Statement of Cash Flows	Corporation		USA		Subsidiaries		Eliminations		Consolidated
Operating activities:
	Net income (loss)		$	928	$	870	$	455	$	(973)	$	1,280
	Adjustments			(115)		319		(725)		973		452
	Net change in operating assets and liabilities			(2)		(160)		(89)		-		(251)
Net cash provided from (used in) continuing operations				811		1,029		(359)		-		1,481
Net cash used in discontinued operations				-		(13)		-		-		(13)
Net cash provided from (used in) operations				811		1,016		(359)		-		1,468
Investing activities:
	Additions to property, plant and mine development			-		(283)		(345)		-		(628)
	Proceeds from sale of marketable securities			-		-		1		-		1
	Purchases of marketable securities			-		-		(7)		-		(7)
	Proceeds from sale of other assets			-		8		44		-		52
	Other			-		-		(23)		-		(23)
Net cash used in investing activities				-		(275)		(330)		-		(605)
Financing activities:
	Net repayments			-		(257)		(6)		-		(263)
	Net intercompany borrowings (repayments)			(751)		(23)		855		(81)		-
	Sale of noncontrolling interests			-		229		-		-		229
	Acquisition of noncontrolling interests			-		-		(109)		-		(109)
	Dividends paid to common stockholders			(98)		-		-		-		(98)
	Dividends paid to noncontrolling interests			-		(388)		-		81		(307)
	Proceeds from stock issuance, net			30		-		-		-		30
	Change in restricted cash and other			-		48		-		-		48
Net cash provided from (used in) financing activities				(819)		(391)		740		-		(470)
Effect of exchange rate changes on cash				-		-		(6)		-		(6)
Net change in cash and cash equivalents				(8)		350		45		-		387
Cash and cash equivalents at beginning of period				8		3,067		140		-		3,215
Cash and cash equivalents at end of period			$	-	$	3,417	$	185	$	-	$	3,602

			At June 30, 2011
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
Condensed Consolidating Balance Sheet			Corporation		USA		Subsidiaries		Eliminations		Consolidated
Assets
	Cash and cash equivalents		$	-	$	1,662	$	193	$	-	$	1,855
	Trade receivables			-		355		63		-		418
	Accounts receivable			1,608		2,497		1,356		(5,326)		135
	Investments			141		16		46		-		203
	Inventories			-		363		308		-		671
	Stockpiles and ore on leach pads			-		591		105		-		696
	Deferred income tax assets			3		254		51		-		308
	Other current assets			6		144		1,463		-		1,613
		Current assets		1,758		5,882		3,585		(5,326)		5,899
	Property, plant and mine development, net			-		5,687		10,997		(21)		16,663
	Investments			-		22		1,653		-		1,675
	Investments in subsidiaries			16,569		33		2,692		(19,294)		-
	Stockpiles and ore on leach pads			-		1,413		537		-		1,950
	Deferred income tax assets			661		685		159		-		1,505
	Other long-term assets			2,617		653		829		(3,153)		946
		Total assets	$	21,605	$	14,375	$	20,452	$	(27,794)	$	28,638
Liabilities
	Debt		$	501	$	28	$	10	$	-	$	539
	Accounts payable			3,008		920		1,877		(5,315)		490
	Employee-related benefits			-		159		70		-		229
	Income and mining taxes			-		15		169		-		184
	Other current liabilities			66		388		3,517		(1,973)		1,998
		Current liabilities		3,575		1,510		5,643		(7,288)		3,440
	Debt			3,614		107		50		-		3,771
	Reclamation and remediation liabilities			-		719		313		-		1,032
	Deferred income tax liabilities			6		554		2,175		-		2,735
	Employee-related benefits			5		255		93		-		353
	Other long-term liabilities			389		47		3,053		(3,175)		314
		Total liabilities		7,589		3,192		11,327		(10,463)		11,645
Equity
	Preferred stock			-		-		61		(61)		-
	Common stock			780		-		-		-		780
	Additional paid-in capital			8,018		2,721		6,991		(9,400)		8,330
	Accumulated other comprehensive income			1,310		(107)		1,545		(1,438)		1,310
	Retained earnings			3,908		5,394		(637)		(4,757)		3,908
	Newmont stockholders’ equity			14,016		8,008		7,960		(15,656)		14,328
	Noncontrolling interests			-		3,175		1,165		(1,675)		2,665
		Total equity		14,016		11,183		9,125		(17,331)		16,993
		Total liabilities and equity	$	21,605	$	14,375	$	20,452	$	(27,794)	$	28,638

			At December 31, 2010
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
Condensed Consolidating Balance Sheet			Corporation		USA		Subsidiaries		Eliminations		Consolidated
Assets
	Cash and cash equivalents		$	-	$	3,877	$	179	$	-	$	4,056
	Trade receivables			-		501		81		-		582
	Accounts receivable			2,222		802		265		(3,201)		88
	Investments			-		72		41		-		113
	Inventories			-		388		270		-		658
	Stockpiles and ore on leach pads			-		513		104		-		617
	Deferred income tax assets			-		170		7		-		177
	Other current assets			-		77		885		-		962
		Current assets		2,222		6,400		1,832		(3,201)		7,253
	Property, plant and mine development, net			-		5,364		7,562		(19)		12,907
	Investments			-		25		1,543		-		1,568
	Investments in subsidiaries			12,295		35		1,909		(14,239)		-
	Stockpiles and ore on leach pads			-		1,347		410		-		1,757
	Deferred income tax assets			638		690		109		-		1,437
	Other long-term assets			2,675		496		584		(3,014)		741
		Total assets	$	17,830	$	14,357	$	13,949	$	(20,473)	$	25,663
Liabilities
	Debt		$	-	$	249	$	10	$	-	$	259
	Accounts payable			355		1,269		1,996		(3,193)		427
	Employee-related benefits			-		222		66		-		288
	Income and mining taxes			19		261		75		-		355
	Other current liabilities			56		373		2,959		(1,970)		1,418
		Current liabilities		430		2,374		5,106		(5,163)		2,747
	Debt			3,991		135		56		-		4,182
	Reclamation and remediation liabilities			-		676		308		-		984
	Deferred income tax liabilities			-		513		975		-		1,488
	Employee-related benefits			5		244		76		-		325
	Other long-term liabilities			375		56		2,824		(3,034)		221
		Total liabilities		4,801		3,998		9,345		(8,197)		9,947
Equity
	Preferred stock			-		-		61		(61)		-
	Common stock			778		-		-		-		778
	Additional paid-in capital			7,963		2,722		3,894		(6,300)		8,279
	Accumulated other comprehensive income			1,108		(75)		1,180		(1,105)		1,108
	Retained earnings			3,180		4,850		(1,109)		(3,741)		3,180
	Newmont stockholders’ equity			13,029		7,497		4,026		(11,207)		13,345
	Noncontrolling interests			-		2,862		578		(1,069)		2,371
		Total equity		13,029		10,359		4,604		(12,276)		15,716
		Total liabilities and equity	$	17,830	$	14,357	$	13,949	$	(20,473)	$	25,663

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 28    COMMITMENTS AND CONTINGENCIES

General

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

Operating Segments

The Company's operating segments are identified in Note 3. Except as noted in this paragraph, all of the Company's commitments and contingencies specifically described in this Note 28relate to the Corporate and Other reportable segment. The PT Newmont Minahasa Raya and PTNNT matters relate to the Asia Pacific reportable segment. The Yanacochamatters relate to the South America reportable segment.

Environmental Matters

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

Estimated future reclamation costs are based principally on legal and regulatory requirements. At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation costs relating to currently or recently producing mineral properties in accordance with asset retirement obligation guidance. The current portions of $43 and $46 at June 30, 2011 and December 31, 2010, respectively, are included in Other current liabilities.

In addition, the Company is involved in several matters concerning environmental obligations associated with former mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. The Company believes that the related environmental obligations associated with these sites are similar in nature with respect to the development of remediation plans, their risk profile and the compliance required to meet general environmental standards. Based upon the Company's best estimate of its liability for these matters, $172 and $144 were accrued for such obligations at June 30, 2011 and December 31, 2010, respectively. These amounts are included in Other current liabilities and Reclamation and remediation liabilities. Depending upon the ultimate resolution of these matters, the Company believes that it is reasonably possible that the liability for these matters could be as much as 137% greater or 3% lower than the amount accrued at June 30, 2011. The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Reclamation and remediation in the period estimates are revised.

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

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

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

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

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

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

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

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

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

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

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

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

Newmont USA Limited - 100% Newmont Owned

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

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

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

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

Other Legal Matters

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

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

Additional lawsuits relating to the Choropampa incident were filed against Yanacocha in the local courts of Cajamarca, Peru, in May 2002 by over 900 Peruvian citizens. A significant number of the plaintiffs in these lawsuits entered into settlement agreements with Yanacocha prior to filing such claims. In April 2008, the Peruvian Supreme Court upheld the validity of these settlement agreements, which the Company expects to result in the dismissal of all claims brought by previously settled plaintiffs. Yanacocha has also entered into settlement agreements with approximately 350 additional plaintiffs. The claims asserted by approximately 200 plaintiffs remain. In 2011, Yanacocha was served with 22 complaints alleging grounds to nullify the settlements entered between Yanacocha and the plaintiffs. Yanacocha has answered the complaints and will continue to vigorously defend its position. Neither the Company nor Yanacocha can reasonably estimate the ultimate loss relating to such claims.

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

Under the Batu Hijau Contract of Work, beginning in 2006 and continuing through 2010, a portion of PTNNT's shares were required to be offered for sale, first, to the Indonesian government or, second, to Indonesian nationals, equal to the difference between the following percentages and the percentage of shares already owned by the Indonesian government or Indonesian nationals (if such number is positive): 23% by March 31, 2006; 30% by March 31, 2007; 37% by March 31, 2008; 44% by March 31, 2009; and 51% by March 31, 2010. As PT Pukuafu Indah (“PTPI”), an Indonesian national, owned a 20% interest in PTNNT at all relevant times, in 2006, a 3% interest was required to be offered for sale and, in each of 2007 through 2010, an additional 7% interest was required to be offered (for an aggregate 31% interest). The price at which such interests were to be offered for sale to the Indonesian parties is the highest of the then-current replacement cost, the price at which shares would be accepted for listing on the Indonesian Stock Exchange, or the fair market value of such interest as a going concern, as agreed with the Indonesian government.

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

An international arbitration panel (the “Panel”) was appointed to resolve these claims and other claims that had arisen in relation to divestment and a hearing was held in Jakarta in December 2008. On March 31, 2009, the Panel issued its final award and decision on the matter. In its decision, the Panel determined that PTNNT's foreign shareholders had not complied with the divestiture procedure required by the Contract of Work in 2006 and 2007, but the Panel ruled that the Indonesian government was not entitled to immediately terminate the Contract of Work and rejected the Indonesian government's claim for damages. The Panel granted PTNNT 180 days from the date of notification of the final award to effect transfer of the 2006 3% interest and the 2007 7% interest in PTNNT to the local governments or their respective nominees. The Panel also applied a 180-day cure period to the 2008 7% interest, requiring that PTNNT effect the offer of the 2008 7% interest to the Indonesian government or its nominee within such 180-day period, and ensure the transfer of such shares if, after agreement on the transfer price, the Indonesian government invoked its right of first refusal under the Contract of Work. On July 14, 2009, the Company reached agreement with the Indonesian government on the price of the 2008 7% interest and the 2009 7% interest. PTNNT effected the reoffer of the 2008 7% interest and the 2009 7% interest to the Indonesian government at this newly agreed price. In November and December 2009, sale agreements were concluded pursuant to which the 2006, 2007 and 2008 shares were transferred to PT Multi Daerah Bersaing(“PTMDB”), the nominee of the local governments, and the 2009 shares were transferred to PTMDB in February 2010, resulting inPTMDB owning a 24% interest in PTNNT.

On December 17, 2010, the Ministry of Energy & Mineral Resources, acting on behalf of the Indonesian government, accepted the offer to acquire the final 7% interest in PTNNT. Subsequently, the Indonesian government designated Pusat Investasi Pemerintah (“PIP”), an agency of the Ministry of Finance, as the entity that will buy the final stake. On May 6, 2011, PIP and the foreign shareholders entered into a definitive agreement for the sale and purchase of the final 7% divestiture stake. Closing of the transaction is pending receipt of approvals from certain Indonesian government ministries. Further disputes may arise in regard to the divestiture of the 2010 shares.

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

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

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

PT Pukuafu Indah Litigation

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

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

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

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

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

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

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

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

NWG Investments Inc. v. Fronteer Gold, Inc.

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

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

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

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

Other Commitments and Contingencies

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

The Company has minimum royalty obligations on one of its producing mines in Nevada for the life of the mine. Amounts paid as a minimum royalty (where production royalties are less than the minimum obligation) in any year are recoverable in future years when the minimum royalty obligation is exceeded. Although the minimum royalty requirement may not be met in a particular year, the Company expects that over the mine life, gold production will be sufficient to meet the minimum royalty requirements. Minimum royalty payments payable are $28in 2011, $28in 2012 through2015 and $251 thereafter.

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit and bank guarantees as financial support for various purposes, including environmental reclamation, exploration permitting, workers compensation programs and other general corporate purposes. At June 30, 2011and December 31, 2010, there were $1,365 and $1,191, respectively, of outstanding letters of credit, surety bonds and bank guarantees. The surety bonds, letters of credit and bank guarantees reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the market place. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. However, the Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements, through existing or alternative means, as they arise.

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

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Supplementary Data

6 Months Ended

Jun. 30, 2011

Supplementary Data [Abstract]

SUPPLEMENTARY DATA

NOTE 29    SUPPLEMENTARY DATA

Ratio of Earnings to Fixed Charges

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

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2010

Summary of Significant Accounting Policies [Abstract]

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Business Combinations

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

Fair Value Accounting

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

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements Comprehensive Income In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update requires certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have an impact on the condensed consolidated financial position, results of operations or cash flows. Fair Value Accounting In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have a significant impact on the condensed consolidated financial position, results of operations or cash flows.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Segment Information (Tables) [Abstract]

Financial Information of Newmont's Segments

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax
			Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2011
Nevada			$	529	$	224	$	56	$	38	$	195
La Herradura				81		27		5		3		44
Hope Bay				-		-		4		52		(55)
Other North America				-		-		-		1		47
	North America			610		251		65		94		231
Yanacocha				524		190		66		11		232
Other South America				-		-		1		14		(16)
	South America			524		190		67		25		216
Boddington:
	Gold			269		117		31		N/A		N/A
	Copper			54		27		7		N/A		N/A
		Total		323		144		38		2		140
Batu Hijau:
	Gold			92		30		7		N/A		N/A
	Copper			242		79		18		N/A		N/A
		Total		334		109		25		1		186
Other Australia/New Zealand				375		158		31		10		168
Other Asia Pacific				-		-		-		5		(34)
	Asia Pacific			1,032		411		94		18		460
Ahafo				218		65		20		8		119
Other Africa				-		-		-		4		(6)
	Africa			218		65		20		12		113
Corporate and Other				-		-		4		26		(173)
Consolidated			$	2,384	$	917	$	250	$	175	$	847

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax
			Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2010
Nevada			$	505	$	246	$	64	$	20	$	164
La Herradura				53		19		5		2		29
Hope Bay				-		-		3		33		(36)
Other North America				-		-		-		-		(1)
	North America			558		265		72		55		156
Yanacocha				425		139		40		4		222
Other South America				-		-		-		10		(9)
	South America			425		139		40		14		213
Boddington
	Gold			234		113		34		N/A		N/A
	Copper			40		25		6		N/A		N/A
		Total		274		138		40		3		92
Batu Hijau:
	Gold			170		42		12		N/A		N/A
	Copper			258		73		19		N/A		N/A
		Total		428		115		31		-		270
Other Australia/New Zealand				308		136		24		7		142
Other Asia Pacific				-		-		1		5		(9)
	Asia Pacific			1,010		389		96		15		495
Ahafo				160		55		19		3		74
Other Africa				-		-		-		2		(1)
	Africa			160		55		19		5		73
Corporate and Other				-		-		4		21		(115)
Consolidated			$	2,153	$	848	$	231	$	110	$	822

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax		Total		Capital
			Sales		Sales		Amortization		Exploration		Income		Assets		Expenditures(1)
Six Months Ended June 30, 2011
Nevada			$	1,111	$	496	$	128	$	55	$	411	$	6,797	$	228
La Herradura				146		45		9		9		80		260		27
Hope Bay				-		-		7		96		(103)		2,242		41
Other North America				-		-		-		1		45		52		-
	North America			1,257		541		144		161		433		9,351		296
Yanacocha				886		343		119		17		381		2,634		127
Other South America				-		-		1		24		(26)		599		251
	South America			886		343		120		41		355		3,233		378
Boddington:
	Gold			501		217		59		N/A		N/A		N/A		N/A
	Copper			107		55		14		N/A		N/A		N/A		N/A
		Total		608		272		73		3		244		4,419		75
Batu Hijau:
	Gold			232		64		14		N/A		N/A		N/A		N/A
	Copper			611		168		38		N/A		N/A		N/A		N/A
		Total		843		232		52		1		509		3,513		88
Other Australia/New Zealand				790		324		66		22		365		1,124		134
Other Asia Pacific				-		-		1		6		(34)		625		4
	Asia Pacific			2,241		828		192		32		1,084		9,681		301
Ahafo				465		145		42		15		255		1,046		37
Other Africa				-		-		-		5		(8)		348		67
	Africa			465		145		42		20		247		1,394		104
Corporate and Other				-		-		8		51		(299)		4,979		18
Consolidated			$	4,849	$	1,857	$	506	$	305	$	1,820	$	28,638	$	1,097
(1)	Includes an increase in accrued capital expenditures of $77; consolidated capital expenditures on a cash basis were $1020.

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax		Total		Capital
			Sales		Sales		Amortization		Exploration		Income		Assets		Expenditures(1)
Six Months Ended June 30, 2010
Nevada			$	972	$	497	$	126	$	37	$	291	$	3,309	$	117
La Herradura				97		32		8		3		54		180		22
Hope Bay				-		-		6		50		(57)		1,938		48
Other North America				-		-		-		1		(3)		53		-
	North America			1,069		529		140		91		285		5,480		187
Yanacocha				885		293		77		11		465		2,532		68
Other South America				-		-		-		15		(15)		194		43
	South America			885		293		77		26		450		2,726		111
Boddington
	Gold			401		193		56		N/A		N/A		N/A		N/A
	Copper			79		49		13		N/A		N/A		N/A		N/A
		Total		480		242		69		4		160		4,136		81
Batu Hijau:
	Gold			335		76		22		N/A		N/A		N/A		N/A
	Copper			713		165		46		N/A		N/A		N/A		N/A
		Total		1,048		241		68		-		677		2,911		33
Other Australia/New Zealand				622		293		56		11		268		884		71
Other Asia Pacific				-		-		1		10		9		183		3
	Asia Pacific			2,150		776		194		25		1,114		8,114		188
Ahafo				291		119		36		6		116		1,005		51
Other Africa				-		-		-		6		(5)		229		22
	Africa			291		119		36		12		111		1,234		73
Corporate and Other				-		-		8		45		(252)		5,215		11
Consolidated			$	4,395	$	1,717	$	455	$	199	$	1,708	$	22,769	$	570
(1)	Includes a decrease in accrued capital expenditures of $58; consolidated capital expenditures on a cash basis were $628.

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Reclamation and Remediation (Tables)

6 Months Ended

Jun. 30, 2011

Reclamation and Remediation (Tables) [Abstract]

Reconciliation of Reclamation and Remediation Liabilities

	Six Months Ended June 30,
	2011		2010
Balance at beginning of period	$	1,048	$	859
Additions, changes in estimates and other		32		(4)
Liabilities settled		(15)		(18)
Accretion expense		29		26
Balance at end of period	$	1,094	$	863

Reclamation and Remediation Expenses

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Reclamation	$	28	$	-	$	28	$	-
Accretion - operating		13		11		25		22
Accretion - non-operating		2		2		4		4
	$	43	$	13	$	57	$	26

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Advanced Projects, Research and Development (Tables)

6 Months Ended

Jun. 30, 2011

Advanced Projects, Research and Development (Tables) [Abstract]

Advanced Projects, Research and Development

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17
	$	86	$	57	$	154	$	103

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Other Expense, Net (Tables)

6 Months Ended

Jun. 30, 2011

Other Expense, Net (Tables) [Abstract]

Other Expense, Net

NOTE 6 OTHER EXPENSE, NET
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Community development	$	23	$	20	$	40	$	75
	Regional administration		21		18		37		31
	Indonesian value added tax settlement		-		-		21		-
	Fronteer acquisition costs		20		-		21		-
	Western Australia power plant		5		1		9		7
	Other		18		22		32		37
		$	87	$	61	$	160	$	150

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Other Income, Net (Tables)

6 Months Ended

Jun. 30, 2011

Other Income, Net (Tables) [Abstract]

Other Income, Net

NOTE 7    OTHER INCOME, NET
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Gain on sale of investments, net	$	50	$	5	$	50	$	7
	Canadian Oil Sands		10		15		16		25
	Interest income		2		2		6		5
	Gain on asset sales, net		-		9		3		42
	Foreign currency exchange gain (loss), net		(18)		5		(29)		(4)
	Other		4		8		33		17
		$	48	$	44	$	79	$	92

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CONDENSED CONSOLIDATED BALANCE SHEET (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 1,855	$ 4,056	$ 3,602	$ 3,215
Trade receivables	418	582
Accounts receivable	135	88
Investments	203	113
Inventories	671	658
Stockpiles and ore on leach pads	696	617
Deferred income tax assets	308	177
Other current assets	1,613	962
Current assets	5,899	7,253
Property, plant and mine development, net	16,663	12,907
Investments	1,675	1,568
Stockpiles and ore on leach pads	1,950	1,757
Deferred income tax assets	1,505	1,437
Other long-term assets	946	741
Total assets	28,638	25,663
LIABILITIES
Debt	539	259
Accounts payable	490	427
Employee-related benefits	229	288
Income and mining taxes	184	355
Other current liabilities	1,998	1,418
Current liabilities	3,440	2,747
Debt	3,771	4,182
Reclamation and remediation liabilities	1,032	984
Deferred income tax liabilities	2,735	1,488
Employee-related benefits	353	325
Other long-term liabilities	314	221
Total liabilities	11,645	9,947
EQUITY
Common stock	780	778
Additional paid-in capital	8,330	8,279
Accumulated other comprehensive income	1,310	1,108
Retained earnings	3,908	3,180
Newmont stockholders' equity	14,328	13,345
Noncontrolling interests	2,665	2,371
Total equity	16,993	15,716	13,555
Total liabilities and equity	$ 28,638	$ 25,663

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Employee Pension and Other Benefits Plans (Tables)

6 Months Ended

Jun. 30, 2011

Employee Pension and Other Benefits Plans (Tables) [Abstract]

Pension benefit costs, net

NOTE 8 EMPLOYEE PENSION AND OTHER BENEFIT PLANS
			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
	Pension benefit costs, net
		Service cost	$	6	$	6	$	12	$	11
		Interest cost		10		9		20		18
		Expected return on plan assets		(11)		(9)		(21)		(16)
		Amortization, net		7		5		12		9
			$	12	$	11	$	23	$	22
			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
	Other benefit costs, net
		Service cost	$	-	$	-	$	1	$	1
		Interest cost		1		2		2		3
			$	1	$	2	$	3	$	4

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Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2011

Stock Based Compensation (Tables) [Abstract]

Stock Option and Other Stock Based Compensation

NOTE 9    STOCK BASED COMPENSATION
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Stock options	$	7	$	6	$	10	$	9
	Restricted stock units		10		4		17		8
	Performance leveraged stock units		1		1		3		4
	Common stock		-		1		1		2
	Restricted stock		-		-		-		1
	Deferred stock		1		3		3		5
		$	19	$	15	$	34	$	29

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Income and Mining Taxes (Tables)

6 Months Ended

Jun. 30, 2011

Income And Mining Taxes (Tables) [Abstract]

Income and mining tax expense reconciliation

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
Income before income and mining tax and
	other items		$	847		$	822		$	1,820		$	1,708
United States statutory corporate income
	tax rate			35	%		35	%		35	%		35	%
Income and mining tax expense computed
	at United States statutory corporate income tax rate			(296)			(288)			(637)			(598)
Reconciling items:
	Tax benefit generated on change in form
		of a non-U.S. subsidiary		65			-			65			127
	Percentage depletion			56			21			111			54
	Other			(12)			(16)			(31)			(7)
Income and mining tax expense			$	(187)		$	(283)		$	(492)		$	(424)

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Net Income attributable to Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2011

Net Income Attributable to Noncontrolling Interests (Tables) [Abstract]

Net income attributable to noncontrolling interests

NOTE 12    NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
		Three Months Ended June 30,				Six Months Ended June 30,
		2011		2010		2011		2010
	Batu Hijau	$	64	$	84	$	166	$	202
	Yanacocha		76		71		132		151
	Other		(3)		-		(5)		(1)
		$	137	$	155	$	293	$	352

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Income Per Common Share (Tables)

6 Months Ended

Jun. 30, 2011

Income Per Common Share (Tables) [Abstract]

Income per common share

				Three Months Ended June 30,				Six Months Ended June 30,
				2011		2010		2011		2010
Net income attributable to Newmont
	stockholders
			Continuing operations	$	523	$	382	$	1,037	$	928
			Discontinued operations		(136)		-		(136)		-
				$	387	$	382	$	901	$	928
Weighted average common shares (millions):
	Basic				494		492		494		491
	Effect of employee stock-based awards				1		1		1		1
	Effect of convertible notes				6		6		6		4
	Diluted				501		499		501		496
Net income attributable to Newmont
	stockholders per common share
		Basic:
			Continuing operations	$	1.06	$	0.78	$	2.10	$	1.89
			Discontinued operations		(0.28)		-		(0.28)		-
				$	0.78	$	0.78	$	1.82	$	1.89
		Diluted:
			Continuing operations	$	1.04	$	0.77	$	2.07	$	1.87
			Discontinued operations		(0.27)		-		(0.27)		-
				$	0.77	$	0.77	$	1.80	$	1.87

Net income attributable to Newmount stockholders and transfers from noncontrolling interest

			Three Months Ended June 30,				Six Months Ended June 30,
			2011		2010		2011		2010
Net income attributable to Newmont stockholders			$	387	$	382	$	901	$	928
Transfers from noncontrolling interests:
	Increase in Additional paid in capital from sale
		of PTNNT shares, net of tax of $33		-		1		-		16
Net income attributable to Newmont stockholders
	and transfers from noncontrolling interests		$	387	$	383	$	901	$	944

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Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Tables) [Abstract]

Comprehensive Income

NOTE 14    COMPREHENSIVE INCOME
					Three Months Ended June 30,				Six Months Ended June 30,
					2011		2010		2011		2010
	Net income				$	524	$	537	$	1,194	$	1,280
	Other comprehensive income (loss), net of tax:
		Unrealized loss on marketable
			securities			(243)		(77)		(75)		(28)
		Foreign currency translation adjustments				38		(55)		127		1
		Pension and other benefit liability
			adjustments			4		3		8		5
		Change in fair value of cash flow hedge
			instruments:
			Net change from periodic revaluations			162		(72)		217		(43)
			Net amount reclassified to income			(39)		(16)		(72)		(35)
			Net unrecognized gain (loss) on
				derivatives		123		(88)		145		(78)
						(78)		(217)		205		(100)
	Comprehensive income				$	446	$	320	$	1,399	$	1,180
	Comprehensive income attributable to:
		Newmont stockholders			$	308	$	165	$	1,103	$	828
		Noncontrolling interests				138		155		296		352
					$	446	$	320	$	1,399	$	1,180

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Changes in Equity (Tables)

6 Months Ended

Jun. 30, 2011

Changes in Equity (Tables) [Abstract]

Changes in Equity

NOTE 15    CHANGES IN EQUITY
				Six Months Ended June 30,
				2011		2010
	Common stock:
		At beginning of period		$	778	$	770
			Stock based awards		2		2
			Shares issued in exchange for exchangeable shares		-		3
		At end of period			780		775
	Additional paid-in capital:
		At beginning of period			8,279		8,158
			Stock based awards		52		64
			Shares issued in exchange for exchangeable shares		(1)		(3)
			Sale of noncontrolling interests		-		16
		At end of period			8,330		8,235
	Accumulated other comprehensive income:
		At beginning of period			1,108		626
			Other comprehensive income		202		(100)
		At end of period			1,310		526
	Retained earnings:
		At beginning of period			3,180		1,149
			Net income attributable to Newmont stockholders		901		928
			Dividends paid		(173)		(98)
		At end of period			3,908		1,979
	Noncontrolling interests:
		At beginning of period			2,371		1,910
			Net income attributable to noncontrolling interests		293		352
			Dividends paid		(2)		(320)
			Other comprehensive income		3		-
			Sale of noncontrolling interests, net		-		98
		At end of period			2,665		2,040
	Total equity			$	16,993	$	13,555

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2011

Business Combination Disclosure (Tables) [Abstract]

Acquisitions

Assets:
	Cash	$	2
	Property, plant and mine development, net		3,208
	Investments		281
	Other assets		6
		$	3,497
Liabilities:
	Deferred income tax liability	$	1,223
	Other liabilities		15
			1,238
Net assets acquired		$	2,259

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Fair Value Accounting (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Accounting (Tables) [Abstract]

Fair Value Measurement of Assets and Liabilities

			Fair Value at June 30, 2011
			Total		Level 1		Level 2		Level 3
Assets:
	Cash equivalents		$	36	$	36	$	-	$	-
	Marketable equity securities:
		Extractive industries		1,757		1,757		-		-
		Other		6		6		-		-
	Marketable debt securities:
		Asset backed commercial paper		20		-		-		20
		Corporate		9		9		-		-
		Auction rate securities		5		-		-		5
	Trade receivable from provisional copper
		and gold concentrate sales, net		306		306		-		-
	Derivative instruments, net:
		Foreign exchange forward contracts		376		-		376		-
		Diesel forward contracts		11		-		11		-
			$	2,526	$	2,114	$	387	$	25
Liabilities:
	Derivative instruments, net:
		Forward starting swap contracts	$	11	$	-	$	11	$	-
	Boddington contingent consideration			70		-		-		70
	Holt property royalty			181		-		-		181
			$	262	$	-	$	11	$	251

Changes in the Fair Value of the Company's Level 3 Financial Assets

		Auction Rate Securities		Asset Backed Commercial Paper		Total Assets		Boddington Contingent Consideration		Holt Property Royalty		Total Liabilities
Balance at beginning of period		$	5	$	19	$	24	$	83	$	-	$	83
	Unrealized gain		-		1		1		-		-		-
	Settlements		-		-		-		(13)		-		(13)
	Valuation		-		-		-		-		181		181
Balance at end of period		$	5	$	20	$	25	$	70	$	181	$	251

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2011

Derivative Instruments (Tables) [Abstract]

Foreign Currency Derivative Contracts Outstanding

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

Diesel Derivative Contracts Outstanding

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

Fair values of Derivative Instruments Designated as Hedges

		Fair Value
		At June 30, 2011
		Other Current Assets		Other Long-Term Assets		Other Current Liabilities		Other Long-Term Liabilities
Foreign currency exchange contracts:
	A$ operating fixed forward contracts	$	204	$	165	$	1	$	-
	A$ Akyem capital fixed forward contracts		-		-		-		-
	NZ$ operating fixed forward contracts		7		1		-		-
Diesel fixed forward contracts			11		1		1		-
Forward starting swap contracts			4		-		15		-
Total derivative instruments (Note 22)		$	226	$	167	$	17	$	-
		Fair Value
		At December 31, 2010
		Other Current Assets		Other Long-Term Assets		Other Current Liabilities		Other Long-Term Liabilities
Foreign currency exchange contracts:
	A$ operating fixed forward contracts	$	181		114		-		-
	NZ$ operating fixed forward contracts		5		1		-		-
Diesel fixed forward contracts			7		1		-		-
Interest rate swap contracts			3		-		-		-
Total derivative instruments (Note 22)		$	196	$	116	$	-	$	-

Location and Amount of Gains (Losses) Reported in Condensed Consolidated Financial Statements

		Foreign Currency Exchange Contracts				Diesel Forward Contracts
		2011		2010		2011		2010
For the three months ended June 30,
Cash flow hedging relationships:
	Gain (loss) recognized in other comprehensive income (effective portion)	$	126	$	(99)	$	(5)	$	(6)
	(1)?		49		21		5		1
For the six months ended June 30,
Cash flow hedging relationships:
	Gain (loss) recognized in other comprehensive income (effective portion)	$	193	$	(58)	$	10	$	(5)
	(1)?		91		45		9		2

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

Gains (Losses) Recorded for Hedged Item Related to Fair Value Hedges

		Interest Rate				8 5/8% Debentures
		Swap Contracts				(Hedged Portion)
		2011		2010		2011		2010
For the three months ended June 30,
Fair value hedging relationships:
	Gain (loss) recognized in income (effective portion) (1)?	$	1	$	1	$	(1)	$	2
	Gain (loss) recognized in income (ineffective portion)(2)?		(1)		(2)		-		1
For the six months ended June 30,
Fair value hedging relationships:
	Gain (loss) recognized in income (effective portion) (1)?	$	3	$	3	$	(6)	$	2
	Gain (loss) recognized in income (ineffective portion)(2)?		(2)		(2)		-		1

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

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

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

NOTE 1    BASIS OF PRESENTATION

The interim Condensed Consolidated Financial Statements (“interim statements”) of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included.The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with Newmont's Consolidated Financial Statements for the year ended December 31, 2010 filed February 24, 2011 on Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by United States generally accepted accounting principles (“GAAP”).

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

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Investments (Tables)

6 Months Ended

Jun. 30, 2011

Investments (Tables) [Abstract]

Investment in Marketable Securities

NOTE 19    INVESTMENTS
				At June 30, 2011
				Cost/Equity		Unrealized				Fair/Equity
				Basis		Gain		Loss		Basis
	Current:
		Marketable Equity Securities:
			Paladin Energy Ltd.	$	208	$	-	$	(67)	$	141
			Other		28		36		(2)		62
				$	236	$	36	$	(69)	$	203
	Long-term:
		Marketable Debt Securities:
			Asset backed commercial paper	$	26	$	-	$	(6)	$	20
			Auction rate securities		7		-		(2)		5
			Corporate		7		2		-		9
					40		2		(8)		34
		Marketable Equity Securities:
			Canadian Oil Sands Ltd.		320		570		-		890
			Gabriel Resources Ltd.		80		270		-		350
			Regis Resources Ltd.		23		163		-		186
			Other		125		29		(20)		134
					548		1,032		(20)		1,560
		Other investments, at cost			9		-		-		9
		Investment in Affiliates:
			La Zanja		72		-		-		72
				$	669	$	1,034	$	(28)	$	1,675

			At December 31, 2010
			Cost/Equity		Unrealized				Fair/Equity
			Basis		Gain		Loss		Basis
Current:
	Marketable Equity Securities:
		New Gold Inc.	$	5	$	54	$	-	$	59
		Other		19		35		-		54
			$	24	$	89	$	-	$	113
Long-term:
	Marketable Debt Securities:
		Asset backed commercial paper	$	25	$	-	$	(6)	$	19
		Auction rate securities		7		-		(2)		5
		Corporate		7		3		-		10
				39		3		(8)		34
	Marketable Equity Securities:
		Canadian Oil Sands Ltd.		308		508		-		816
		Gabriel Resources Ltd.		78		325		-		403
		Regis Resources Ltd.		23		148		-		171
		Other		39		37		-		76
				448		1,018		-		1,466
	Other investments, at cost			11		-		-		11
	Investment in Affiliates:
		La Zanja		57		-		-		57
			$	555	$	1,021	$	(8)	$	1,568

Gross Unrealized Losses and Fair Value of the Company's Investments

		Less than 12 Months				12 Months or Greater				Total
At June 30, 2011		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Marketable equity securities	$	62	$	22	$	-	$	-	$	62	$	22
Paladin Energy Ltd.		141		67		-		-		141		67
Asset backed commercial paper		-		-		20		6		20		6
Auction rate securities		-		-		5		2		5		2
	$	203	$	89	$	25	$	8	$	228	$	97
		Less than 12 Months				12 Months or Greater				Total
At December 31, 2010		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset backed commercial paper	$	-	$	-	$	19	$	6	$	19	$	6
Auction rate securities		-		-		5		2		5		2
	$	-	$	-	$	24	$	8	$	24	$	8

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Inventories (Tables)

6 Months Ended

Jun. 30, 2011

Inventories (Tables) [Abstract]

Summary of Inventories

NOTE 20    INVENTORIES
		At June 30,		At December 31,
		2011		2010
	In-process	$	101	$	142
	Concentrate		110		111
	Precious metals		15		4
	Materials, supplies and other		445		401
		$	671	$	658

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Stockpiles and Ore on Leach Pads (Tables)

6 Months Ended

Jun. 30, 2011

Stockpiles and Ore on Leach Pads (Tables) [Abstract]

Stockpiles and Ore on Leach Pads

NOTE 21    STOCKPILES AND ORE ON LEACH PADS
			At June 30,		At December 31,
			2011		2010
	Current:
		Stockpiles	$	443	$	389
		Ore on leach pads		253		228
			$	696	$	617
	Long-term:
		Stockpiles	$	1,640	$	1,397
		Ore on leach pads		310		360
			$	1,950	$	1,757

Stockpiles and Ore on Leach Pads, by Segment

		At June 30,		At December 31,
		2011		2010
Stockpiles and ore on leach pads:
	Nevada	$	497	$	479
	La Herradura		9		6
	Yanacocha		503		496
	Boddington		357		248
	Batu Hijau		995		879
	Other Australia/New Zealand		152		145
	Ahafo		133		121
		$	2,646	$	2,374

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2011

Other Assets (Tables) [Abstract]

Other Assets

NOTE 22    OTHER ASSETS
			At June 30,		At December 31,
			2011		2010
	Other current assets:
		Refinery metal inventory and receivable	$	1,166	$	617
		Derivative instruments		226		196
		Prepaid assets		141		65
		Other		80		84
			$	1,613	$	962
	Other long-term assets:
		Goodwill	$	188	$	188
		Income tax receivable		176		119
		Derivative instruments		167		116
		Intangible assets		151		91
		Debt issuance costs		62		39
		Restricted cash		26		25
		Other receivables		19		19
		Other		157		144
			$	946	$	741

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Debt (Tables)

6 Months Ended

Jun. 30, 2011

Debt (Tables) [Abstract]

Debt

NOTE 23    DEBT
	At June 30, 2011				At December 31, 2010
	Current		Non-Current		Current		Non-Current
Sale-leaseback of refractory ore treatment plant	$	28	$	106	$	30	$	134
8 5/8% debentures, net of discount (due 2011)		-		-		217		-
2012 convertible senior notes, net of discount		501		-		-		488
2014 convertible senior notes, net of discount		-		500		-		489
2017 convertible senior notes, net of discount		-		443		-		434
2019 senior notes, net of discount		-		896		-		896
2035 senior notes, net of discount		-		598		-		598
2039 senior notes, net of discount		-		1,087		-		1,087
Corporate revolving credit facility		-		90		-		-
Ahafo project facility		10		50		10		55
Other capital leases		-		1		2		1
	$	539	$	3,771	$	259	$	4,182

XML



Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2011

Other Liabilities (Tables) [Abstract]

Other Liabilities

NOTE 24    OTHER LIABILITIES
			At June 30,		At December 31,
			2011		2010
	Other current liabilities:
		Refinery metal payable	$	1,166	$	617
		Accrued operating costs		249		217
		Accrued capital expenditures		156		83
		Taxes other than income and mining		105		135
		Reclamation and remediation liabilities		62		64
		Interest		57		66
		Royalties		44		90
		Boddington contingent consideration		42		32
		Deferred income tax		18		54
		Holt property royalty		14		-
		Other		85		60
			$	1,998	$	1,418
	Other long-term liabilities:
		Holt property royalty	$	167	$	40
		Power supply agreements		47		45
		Income and mining taxes		29		36
		Boddington contingent consideration		28		51
		Other		43		49
			$	314	$	221

XML



Net Change in Operating Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2011

Net Change in Operating Assets and Liabilities (Tables) [Abstract]

Net Changes in Operating Assets and Liabilities

		Six Months Ended June 30,
		2011		2010
Decrease (increase) in operating assets:
	Trade and accounts receivable	$	121	$	74
	Inventories, stockpiles and ore on leach pads		(230)		(187)
	EGR refinery assets		(437)		138
	Other assets		(67)		(30)
Increase (decrease) in operating liabilities:
	Accounts payable and other accrued liabilities		(349)		(90)
	EGR refinery liabilities		437		(138)
	Reclamation liabilities		(15)		(18)
		$	(540)	$	(251)

XML



Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2011

Supplemental Cash Flow Information (Tables) [Abstract]

Supplemental Cash Flow Information

NOTE 26    SUPPLEMENTAL CASH FLOW INFORMATION
		Six Months Ended June 30,
		2011		2010
	Income and mining taxes, net of refunds	$	892	$	546
	Interest, net of amounts capitalized	$	92	$	116

XML



Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2011

Condensed Consolidating Financial Statements (Tables) [Abstract]

Condensed Consolidating Statement of Income

		Three Months Ended June 30, 2011
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	1,468	$	916	$	-	$	2,384
Costs and expenses
	Costs applicable to sales (1)		-		551		375		(9)		917
	Amortization		-		156		94		-		250
	Reclamation and remediation		-		37		6		-		43
	Exploration		-		47		42		-		89
	Advanced projects, research and development		-		41		46		(1)		86
	General and administrative		-		39		1		10		50
	Other expense, net		-		67		20		-		87
			-		938		584		-		1,522
Other income (expense)
	Other income, net		(2)		41		9		-		48
	Interest income - intercompany		40		2		2		(44)		-
	Interest expense - intercompany		(3)		-		(41)		44		-
	Interest expense, net		(59)		(3)		(1)		-		(63)
			(24)		40		(31)		-		(15)
Income before income and mining tax and other items			(24)		570		301		-		847
Income and mining tax expense			5		(111)		(81)		-		(187)
Equity income (loss) of affiliates			406		2		50		(458)		-
Income from continuing operations			387		461		270		(458)		660
Loss from discontinued operations			-		7		(143)		-		(136)
Net income			387		468		127		(458)		524
Net income attributable to noncontrolling interests			-		(173)		30		6		(137)
Net income attributable to Newmont stockholders		$	387	$	295	$	157	$	(452)	$	387

(1)Excludes Amortization and Reclamation and remediation.

		Three Months Ended June 30, 2010
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	1,410	$	743	$	-	$	2,153
Costs and expenses
	Costs applicable to sales (1)		-		519		335		(6)		848
	Amortization		-		143		89		(1)		231
	Reclamation and remediation		-		10		3		-		13
	Exploration		-		32		21		-		53
	Advanced projects, research and development		-		25		32		-		57
	General and administrative		-		37		-		6		43
	Other expense, net		-		39		21		1		61
			-		805		501		-		1,306
Other income (expense)
	Other income, net		-		13		31		-		44
	Interest income - intercompany		35		2		1		(38)		-
	Interest expense - intercompany		(3)		-		(35)		38		-
	Interest expense, net		(64)		(4)		(1)		-		(69)
			(32)		11		(4)		-		(25)
Income before income and mining tax and other items			(32)		616		238		-		822
Income and mining tax expense			9		(227)		(65)		-		(283)
Equity income (loss) of affiliates			405		1		63		(471)		(2)
Net income (loss)			382		390		236		(471)		537
Net loss (income) attributable to noncontrolling
	interests		-		(185)		(10)		40		(155)
Net income (loss) attributable to Newmont
	stockholders	$	382	$	205	$	226	$	(431)	$	382

(1)Excludes Amortization and Reclamation and remediation.

		Six Months Ended June 30, 2011
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	2,986	$	1,863	$	-	$	4,849
Costs and expenses
	Costs applicable to sales (1)		-		1,117		759		(19)		1,857
	Amortization		-		315		191		-		506
	Reclamation and remediation		-		48		9		-		57
	Exploration		-		81		70		-		151
	Advanced projects, research and development		-		68		87		(1)		154
	General and administrative		-		73		2		20		95
	Other expense, net		-		121		39		-		160
			-		1,823		1,157		-		2,980
Other income (expense)
	Other income, net		(8)		67		20		-		79
	Interest income - intercompany		76		4		4		(84)		-
	Interest expense - intercompany		(6)		-		(78)		84		-
	Interest expense, net		(113)		(12)		(3)		-		(128)
			(51)		59		(57)		-		(49)
Income before income and mining tax and other items			(51)		1,222		649		-		1,820
Income and mining tax expense			15		(319)		(188)		-		(492)
Equity income (loss) of affiliates			937		3		139		(1,077)		2
Income from continuing operations			901		906		600		(1,077)		1,330
Loss from discontinued operations			-		7		(143)		-		(136)
Net income			901		913		457		(1,077)		1,194
Net income attributable to noncontrolling interests			-		(365)		10		62		(293)
Net income attributable to Newmont stockholders		$	901	$	548	$	467	$	(1,015)	$	901

(1)Excludes Amortization and Reclamation and remediation.

		Six Months Ended June 30, 2010
										Newmont
		Newmont								Mining
		Mining		Newmont		Other				Corporation
Condensed Consolidating Statement of Income		Corporation		USA		Subsidiaries		Eliminations		Consolidated
Sales		$	-	$	3,002	$	1,393	$	-	$	4,395
Costs and expenses
	Costs applicable to sales (1)		-		1,064		664		(11)		1,717
	Amortization		-		286		170		(1)		455
	Reclamation and remediation		-		19		7		-		26
	Exploration		-		56		40		-		96
	Advanced projects, research and development		-		54		49		-		103
	General and administrative		-		75		1		12		88
	Other expense, net		-		115		35		-		150
			-		1,669		966		-		2,635
Other income (expense)
	Other income, net		-		14		78		-		92
	Interest income - intercompany		71		4		2		(77)		-
	Interest expense - intercompany		(5)		-		(72)		77		-
	Interest expense, net		(126)		(16)		(2)		-		(144)
			(60)		2		6		-		(52)
Income before income and mining tax and other items			(60)		1,335		433		-		1,708
Income and mining tax expense			150		(466)		(108)		-		(424)
Equity income (loss) of affiliates			838		1		130		(973)		(4)
Net income (loss)			928		870		455		(973)		1,280
Net loss (income) attributable to noncontrolling
	interests		-		(428)		(5)		81		(352)
Net income (loss) attributable to Newmont
	stockholders	$	928	$	442	$	450	$	(892)	$	928

(1)Excludes Amortization and Reclamation and remediation.

Condensed Consolidating Statement of Cash Flows

			Six Months Ended June 30, 2011
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
		Condensed Consolidating Statement of Cash Flows	Corporation		USA		Subsidiaries		Eliminations		Consolidated
Operating activities:
	Net income (loss)		$	901	$	913	$	457	$	(1,077)	$	1,194
	Adjustments			39		362		(729)		1,077		749
	Net change in operating assets and liabilities			(27)		(509)		(4)		-		(540)
Net cash provided from (used in) continuing operations				913		766		(276)		-		1,403
Net cash used in discontinued operations				-		-		(2)		-		(2)
Net cash provided from (used in) operations				913		766		(278)		-		1,401
Investing activities:
	Additions to property, plant and mine development			-		(671)		(349)		-		(1,020)
	Proceeds from sale of marketable securities			-		55		-		-		55
	Purchases of marketable securities			-		-		(15)		-		(15)
	Acquisitions, net			-		-		(2,291)		-		(2,291)
	Proceeds from sale of other assets			-		(56)		62		-		6
	Other			-		-		(15)		-		(15)
Net cash used in investing activities				-		(672)		(2,608)		-		(3,280)
Financing activities:
	Net borrowings (repayments)			83		(276)		(5)		-		(198)
	Net intercompany borrowings (repayments)			(831)		(2,018)		2,849		-		-
	Dividends paid to common stockholders			(173)		-		-		-		(173)
	Dividends paid to noncontrolling interests			-		(17)		-		-		(17)
	Proceeds from stock issuance, net			8		-		-		-		8
	Change in restricted cash and other			-		1		(1)		-		-
Net cash provided from (used in) financing activities				(913)		(2,310)		2,843		-		(380)
Effect of exchange rate changes on cash				-		1		57		-		58
Net change in cash and cash equivalents				-		(2,215)		14		-		(2,201)
Cash and cash equivalents at beginning of period				-		3,877		179		-		4,056
Cash and cash equivalents at end of period			$	-	$	1,662	$	193	$	-	$	1,855

			Six Months Ended June 30, 2010
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
		Condensed Consolidating Statement of Cash Flows	Corporation		USA		Subsidiaries		Eliminations		Consolidated
Operating activities:
	Net income (loss)		$	928	$	870	$	455	$	(973)	$	1,280
	Adjustments			(115)		319		(725)		973		452
	Net change in operating assets and liabilities			(2)		(160)		(89)		-		(251)
Net cash provided from (used in) continuing operations				811		1,029		(359)		-		1,481
Net cash used in discontinued operations				-		(13)		-		-		(13)
Net cash provided from (used in) operations				811		1,016		(359)		-		1,468
Investing activities:
	Additions to property, plant and mine development			-		(283)		(345)		-		(628)
	Proceeds from sale of marketable securities			-		-		1		-		1
	Purchases of marketable securities			-		-		(7)		-		(7)
	Proceeds from sale of other assets			-		8		44		-		52
	Other			-		-		(23)		-		(23)
Net cash used in investing activities				-		(275)		(330)		-		(605)
Financing activities:
	Net repayments			-		(257)		(6)		-		(263)
	Net intercompany borrowings (repayments)			(751)		(23)		855		(81)		-
	Sale of noncontrolling interests			-		229		-		-		229
	Acquisition of noncontrolling interests			-		-		(109)		-		(109)
	Dividends paid to common stockholders			(98)		-		-		-		(98)
	Dividends paid to noncontrolling interests			-		(388)		-		81		(307)
	Proceeds from stock issuance, net			30		-		-		-		30
	Change in restricted cash and other			-		48		-		-		48
Net cash provided from (used in) financing activities				(819)		(391)		740		-		(470)
Effect of exchange rate changes on cash				-		-		(6)		-		(6)
Net change in cash and cash equivalents				(8)		350		45		-		387
Cash and cash equivalents at beginning of period				8		3,067		140		-		3,215
Cash and cash equivalents at end of period			$	-	$	3,417	$	185	$	-	$	3,602

Condensed Consolidating Balance Sheet

			At June 30, 2011
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
Condensed Consolidating Balance Sheet			Corporation		USA		Subsidiaries		Eliminations		Consolidated
Assets
	Cash and cash equivalents		$	-	$	1,662	$	193	$	-	$	1,855
	Trade receivables			-		355		63		-		418
	Accounts receivable			1,608		2,497		1,356		(5,326)		135
	Investments			141		16		46		-		203
	Inventories			-		363		308		-		671
	Stockpiles and ore on leach pads			-		591		105		-		696
	Deferred income tax assets			3		254		51		-		308
	Other current assets			6		144		1,463		-		1,613
		Current assets		1,758		5,882		3,585		(5,326)		5,899
	Property, plant and mine development, net			-		5,687		10,997		(21)		16,663
	Investments			-		22		1,653		-		1,675
	Investments in subsidiaries			16,569		33		2,692		(19,294)		-
	Stockpiles and ore on leach pads			-		1,413		537		-		1,950
	Deferred income tax assets			661		685		159		-		1,505
	Other long-term assets			2,617		653		829		(3,153)		946
		Total assets	$	21,605	$	14,375	$	20,452	$	(27,794)	$	28,638
Liabilities
	Debt		$	501	$	28	$	10	$	-	$	539
	Accounts payable			3,008		920		1,877		(5,315)		490
	Employee-related benefits			-		159		70		-		229
	Income and mining taxes			-		15		169		-		184
	Other current liabilities			66		388		3,517		(1,973)		1,998
		Current liabilities		3,575		1,510		5,643		(7,288)		3,440
	Debt			3,614		107		50		-		3,771
	Reclamation and remediation liabilities			-		719		313		-		1,032
	Deferred income tax liabilities			6		554		2,175		-		2,735
	Employee-related benefits			5		255		93		-		353
	Other long-term liabilities			389		47		3,053		(3,175)		314
		Total liabilities		7,589		3,192		11,327		(10,463)		11,645
Equity
	Preferred stock			-		-		61		(61)		-
	Common stock			780		-		-		-		780
	Additional paid-in capital			8,018		2,721		6,991		(9,400)		8,330
	Accumulated other comprehensive income			1,310		(107)		1,545		(1,438)		1,310
	Retained earnings			3,908		5,394		(637)		(4,757)		3,908
	Newmont stockholders’ equity			14,016		8,008		7,960		(15,656)		14,328
	Noncontrolling interests			-		3,175		1,165		(1,675)		2,665
		Total equity		14,016		11,183		9,125		(17,331)		16,993
		Total liabilities and equity	$	21,605	$	14,375	$	20,452	$	(27,794)	$	28,638

			At December 31, 2010
											Newmont
			Newmont								Mining
			Mining		Newmont		Other				Corporation
Condensed Consolidating Balance Sheet			Corporation		USA		Subsidiaries		Eliminations		Consolidated
Assets
	Cash and cash equivalents		$	-	$	3,877	$	179	$	-	$	4,056
	Trade receivables			-		501		81		-		582
	Accounts receivable			2,222		802		265		(3,201)		88
	Investments			-		72		41		-		113
	Inventories			-		388		270		-		658
	Stockpiles and ore on leach pads			-		513		104		-		617
	Deferred income tax assets			-		170		7		-		177
	Other current assets			-		77		885		-		962
		Current assets		2,222		6,400		1,832		(3,201)		7,253
	Property, plant and mine development, net			-		5,364		7,562		(19)		12,907
	Investments			-		25		1,543		-		1,568
	Investments in subsidiaries			12,295		35		1,909		(14,239)		-
	Stockpiles and ore on leach pads			-		1,347		410		-		1,757
	Deferred income tax assets			638		690		109		-		1,437
	Other long-term assets			2,675		496		584		(3,014)		741
		Total assets	$	17,830	$	14,357	$	13,949	$	(20,473)	$	25,663
Liabilities
	Debt		$	-	$	249	$	10	$	-	$	259
	Accounts payable			355		1,269		1,996		(3,193)		427
	Employee-related benefits			-		222		66		-		288
	Income and mining taxes			19		261		75		-		355
	Other current liabilities			56		373		2,959		(1,970)		1,418
		Current liabilities		430		2,374		5,106		(5,163)		2,747
	Debt			3,991		135		56		-		4,182
	Reclamation and remediation liabilities			-		676		308		-		984
	Deferred income tax liabilities			-		513		975		-		1,488
	Employee-related benefits			5		244		76		-		325
	Other long-term liabilities			375		56		2,824		(3,034)		221
		Total liabilities		4,801		3,998		9,345		(8,197)		9,947
Equity
	Preferred stock			-		-		61		(61)		-
	Common stock			778		-		-		-		778
	Additional paid-in capital			7,963		2,722		3,894		(6,300)		8,279
	Accumulated other comprehensive income			1,108		(75)		1,180		(1,105)		1,108
	Retained earnings			3,180		4,850		(1,109)		(3,741)		3,180
	Newmont stockholders’ equity			13,029		7,497		4,026		(11,207)		13,345
	Noncontrolling interests			-		2,862		578		(1,069)		2,371
		Total equity		13,029		10,359		4,604		(12,276)		15,716
		Total liabilities and equity	$	17,830	$	14,357	$	13,949	$	(20,473)	$	25,663

XML



Segment Information (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Financial Information of Newmont's Segments
Sales	$ 2,384	$ 2,153	$ 4,849	$ 4,395
Costs Applicable to Sales	917	848	1,857	1,717
Amortization	250	231	506	455
Advanced Projects and Exploration	175	110	305	199
Pre-tax Income	847	822	1,820	1,708
Total Assets	28,638	22,769	28,638	22,769
Capital Expenditures			1,097	570
Segment Information (Textuals) [Abstract]
Change in accrued capital expenditures			77	(58)
Consolidated capital expenditures on a cash basis			1,020	628
Nevada [Member]
Financial Information of Newmont's Segments
Sales	529	505	1,111	972
Costs Applicable to Sales	224	246	496	497
Amortization	56	64	128	126
Advanced Projects and Exploration	38	20	55	37
Pre-tax Income	195	164	411	291
Total Assets	6,797	3,309	6,797	3,309
Capital Expenditures			228	117
La Herradura [Member]
Financial Information of Newmont's Segments
Sales	81	53	146	97
Costs Applicable to Sales	27	19	45	32
Amortization	5	5	9	8
Advanced Projects and Exploration	3	2	9	3
Pre-tax Income	44	29	80	54
Total Assets	260	180	260	180
Capital Expenditures			27	22
Hope Bay [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	4	3	7	6
Advanced Projects and Exploration	52	33	96	50
Pre-tax Income	(55)	(36)	(103)	(57)
Total Assets	2,242	1,938	2,242	1,938
Capital Expenditures			41	48
Other North America [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	0	0	0	0
Advanced Projects and Exploration	1	0	1	1
Pre-tax Income	47	(1)	45	(3)
Total Assets	52	53	52	53
Capital Expenditures			0	0
Total North America [Member]
Financial Information of Newmont's Segments
Sales	610	558	1,257	1,069
Costs Applicable to Sales	251	265	541	529
Amortization	65	72	144	140
Advanced Projects and Exploration	94	55	161	91
Pre-tax Income	231	156	433	285
Total Assets	9,351	5,480	9,351	5,480
Capital Expenditures			296	187
Yanacocha [Member]
Financial Information of Newmont's Segments
Sales	524	425	886	885
Costs Applicable to Sales	190	139	343	293
Amortization	66	40	119	77
Advanced Projects and Exploration	11	4	17	11
Pre-tax Income	232	222	381	465
Total Assets	2,634	2,532	2,634	2,532
Capital Expenditures			127	68
Other South America [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	1	0	1	0
Advanced Projects and Exploration	14	10	24	15
Pre-tax Income	(16)	(9)	(26)	(15)
Total Assets	599	194	599	194
Capital Expenditures			251	43
Total South America [Member]
Financial Information of Newmont's Segments
Sales	524	425	886	885
Costs Applicable to Sales	190	139	343	293
Amortization	67	40	120	77
Advanced Projects and Exploration	25	14	41	26
Pre-tax Income	216	213	355	450
Total Assets	3,233	2,726	3,233	2,726
Capital Expenditures			378	111
Boddington [Member]
Financial Information of Newmont's Segments
Sales	323	274	608	480
Costs Applicable to Sales	144	138	272	242
Amortization	38	40	73	69
Advanced Projects and Exploration	2	3	3	4
Pre-tax Income	140	92	244	160
Total Assets	4,419	4,136	4,419	4,136
Capital Expenditures			75	81
Boddington [Member] | Gold [Member]
Financial Information of Newmont's Segments
Sales	269	234	501	401
Costs Applicable to Sales	117	113	217	193
Amortization	31	34	59	56
Boddington [Member] | Copper [Member]
Financial Information of Newmont's Segments
Sales	54	40	107	79
Costs Applicable to Sales	27	25	55	49
Amortization	7	6	14	13
Batu Hijau [Member]
Financial Information of Newmont's Segments
Sales	334	428	843	1,048
Costs Applicable to Sales	109	115	232	241
Amortization	25	31	52	68
Advanced Projects and Exploration	1	0	1	0
Pre-tax Income	186	270	509	677
Total Assets	3,513	2,911	3,513	2,911
Capital Expenditures			88	33
Batu Hijau [Member] | Gold [Member]
Financial Information of Newmont's Segments
Sales	92	170	232	335
Costs Applicable to Sales	30	42	64	76
Amortization	7	12	14	22
Batu Hijau [Member] | Copper [Member]
Financial Information of Newmont's Segments
Sales	242	258	611	713
Costs Applicable to Sales	79	73	168	165
Amortization	18	19	38	46
Other Australia New Zealand [Member]
Financial Information of Newmont's Segments
Sales	375	308	790	622
Costs Applicable to Sales	158	136	324	293
Amortization	31	24	66	56
Advanced Projects and Exploration	10	7	22	11
Pre-tax Income	168	142	365	268
Total Assets	1,124	884	1,124	884
Capital Expenditures			134	71
Other Asia Pacific [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	0	1	1	1
Advanced Projects and Exploration	5	5	6	10
Pre-tax Income	(34)	(9)	(34)	9
Total Assets	625	183	625	183
Capital Expenditures			4	3
Total Asia Pacific [Member]
Financial Information of Newmont's Segments
Sales	1,032	1,010	2,241	2,150
Costs Applicable to Sales	411	389	828	776
Amortization	94	96	192	194
Advanced Projects and Exploration	18	15	32	25
Pre-tax Income	460	495	1,084	1,114
Total Assets	9,681	8,114	9,681	8,114
Capital Expenditures			301	188
Ahafo [Member]
Financial Information of Newmont's Segments
Sales	218	160	465	291
Costs Applicable to Sales	65	55	145	119
Amortization	20	19	42	36
Advanced Projects and Exploration	8	3	15	6
Pre-tax Income	119	74	255	116
Total Assets	1,046	1,005	1,046	1,005
Capital Expenditures			37	51
Other Africa [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	0	0	0	0
Advanced Projects and Exploration	4	2	5	6
Pre-tax Income	(6)	(1)	(8)	(5)
Total Assets	348	229	348	229
Capital Expenditures			67	22
Total Africa [Member]
Financial Information of Newmont's Segments
Sales	218	160	465	291
Costs Applicable to Sales	65	55	145	119
Amortization	20	19	42	36
Advanced Projects and Exploration	12	5	20	12
Pre-tax Income	113	73	247	111
Total Assets	1,394	1,234	1,394	1,234
Capital Expenditures			104	73
Corporate and Other [Member]
Financial Information of Newmont's Segments
Sales	0	0	0	0
Costs Applicable to Sales	0	0	0	0
Amortization	4	4	8	8
Advanced Projects and Exploration	26	21	51	45
Pre-tax Income	(173)	(115)	(299)	(252)
Total Assets	4,979	5,215	4,979	5,215
Capital Expenditures			$ 18	$ 11

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2010

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Business Combinations

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

Fair Value Accounting

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

Recently Issued Accounting Pronouncements

Comprehensive Income

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

Fair Value Accounting

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

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Reclamation and Remediation (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Reconciliation of Reclamation and Remediation Liabilities
Balance at beginning of period			$ 1,048	$ 859
Additions, changes in estimates and other			32	(4)
Liabilities settled			(15)	(18)
Accretion expense			29	26
Balance at end of period	1,094	863	1,094	863
Reclamation and Remediation Expenses
Reclamation	28	0	28	0
Accretion - operating	13	11	25	22
Accretion - non-operating	2	2	4	4
Reclamation and remediation expense, total	43	13	57	26
Reclamation And Remediation (Textuals) [Abstract]
Accrued for reclamation obligations relating to mineral properties	922		922		904
Accrued obligation associated with former, primarily historic, mining activities	172		172		144
Reclamation and remediation liabilities - current	$ 62		$ 62		$ 64

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Advanced Projects, Research and Development (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Advanced Projects, Research and Development
Advanced projects, research and development	$ 86	$ 57	$ 154	$ 103
Other projects [Member] | Technical and project services [Member]
Advanced Projects, Research and Development
Advanced projects, research and development	18	11	33	23
Other projects [Member] | Other Project [Member]
Advanced Projects, Research and Development
Advanced projects, research and development	15	9	26	17
Hope Bay [Member] | Major projects [Member]
Advanced Projects, Research and Development
Advanced projects, research and development	41	25	79	35
Major projects [Member] | Conga [Member]
Advanced Projects, Research and Development
Advanced projects, research and development	5		6	3
Major projects [Member] | Akyem [Member]
Advanced Projects, Research and Development
Advanced projects, research and development	1		1	4
Conga [Member]
Advanced Projects, Research and Development
Advanced projects, research and development		2
Akyem [Member]
Advanced Projects, Research and Development
Advanced projects, research and development		$ 1

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Other Expense, Net (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Expense, Net
Community development	$ 23	$ 20	$ 40	$ 75
Regional administration	21	18	37	31
Indonesian value added tax settlement	0	0	21	0
Fronteer acquisition costs	20	0	21	0
Western Australia power plant	5	1	9	7
Other	18	22	32	37
Other expense, total	$ 87	$ 61	$ 160	$ 150

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Other Income, Net (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Income, Net
Gain on sale of investments, net	$ 50	$ 5	$ 50	$ 7
Canadian Oil Sands	10	15	16	25
Interest income	2	2	6	5
Gain on asset sales, net	0	9	3	42
Foreign currency exchange gain (loss), net	(18)	5	(29)	(4)
Other	4	8	33	17
Total	$ 48	$ 44	$ 79	$ 92

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Employee Pension and Other Benefits Plans (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension benefit costs [Member]
Employee Related Benefits [Line Items]
Service cost	$ 6	$ 6	$ 12	$ 11
Interest cost	10	9	20	18
Expected return on plan assets	(11)	(9)	(21)	(16)
Amortization, net	7	5	12	9
Pension benefit costs, net	12	11	23	22
Other benefit costs [Member]
Employee Related Benefits [Line Items]
Service cost	0	0	1	1
Interest cost	1	2	2	3
Pension benefit costs, net	$ 1	$ 2	$ 3	$ 4

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Stock Based Compensation (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Stock Option and Other Stock Based Compensation
Share-based Compensation	$ 19	$ 15	$ 34	$ 29
Common Stock [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	0	1	1	2
Deferred stock [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	1	3	3	5
Stock options [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	7	6	10	9
Restricted stock unit [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	10	4	17	8
Performance leveraged stock units [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	1	1	3	4
Restricted stock [Member]
Stock Option and Other Stock Based Compensation
Share-based Compensation	$ 0	$ 0	$ 0	$ 1

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Income and Mining Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income And Mining Taxes (Textuals) [Abstract]
Estimated Income tax expense	$ 187	$ 283	$ 492	$ 424
Effective tax rate	22.00%	34.00%	27.00%	25.00%
Tax benefit generated on change in form of a non-U.S. subsidiary	65	0	65	127
Total unrecognized tax benefit			106
United States statutory corporate income tax rate	35.00%	35.00%	35.00%	35.00%
Unrecognized tax benefit, If recognized	55		55
Income Tax Reconciliation [Abstract]
Income before income and mining tax and other items	847	822	1,820	1,708
United States statutory corporate income tax rate	35.00%	35.00%	35.00%	35.00%
Income and mining tax expense computed at United States statutory corporate income tax rate	296	288	637	598
Tax benefit generated on change in form of a non-U.S. subsidiary	65	0	65	127
Percentage depletion	56	21	111	54
Other	(12)	(16)	(31)	(7)
Income and mining tax expense	(187)	(283)	(492)	(424)
High Range [Member]
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items]
Decrease in net unrecognized income tax benefits	10		10
Low Range [Member]
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items]
Decrease in net unrecognized income tax benefits	$ 5		$ 5

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Discontinued Operations (Details) (USD $) In Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Discontinued Operations Details [Abstract]
Loss from discontinued operations	$ (136)	$ 0	$ (136)	$ 0	$ 28
Loss from discontinued operations, income tax benefit			7		12
Net operating cash used in discontinued operations			$ (2)	$ (13)

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Net Income Attributable to Noncontrolling Interests (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Other	$ (3)	$ 0	$ (5)	$ (1)
Net income attributable to noncontrolling interests	137	155	293	352
Compania de Minas Buenaventura SAA [Member]
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Noncontrolling interest, ownership percentage by noncontrolling owners	43.65%		43.65%
International Finance Corporation [Member]
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Noncontrolling interest, ownership percentage by noncontrolling owners	5.00%		5.00%
Newmont Mining Corporation [Member]
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Net income attributable to noncontrolling interests	0	0	0	0
Yanacocha [Member]
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Ownership interest in subsidiaries	51.35%		51.35%
Net income attributable to noncontrolling interests	76	71	132	151
Batu Hijau [Member]
Net Income Attributable to Noncontrolling Interests (Textuals) (Abstract)
Effective economic interest percent	48.50%		48.50%
Net income attributable to noncontrolling interests	$ 64	$ 84	$ 166	$ 202

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Income Per Common Share (Details) (USD $) Share data in Millions, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Earnings per share reconciliation [Abstract]
Net income attributable to Newmont common stockholders	$ 387,000,000	$ 382,000,000	$ 901,000,000	$ 928,000,000
Weighted average common shares (millions):
Basic	494	492	494	491
Effect of employee stock-based awards	1	1	1	1
Effect of convertible notes	6	6	6	4
Diluted	501	499	501	496
Income per common share, basic
Income per common share, basic	$ 0.78	$ 0.78	$ 1.82	$ 1.89
Income per common share, diluted
Income per common share, diluted	$ 0.77	$ 0.77	$ 1.80	$ 1.87
Net income attributable to Newmount stockholders and transfers from noncontrolling interest [Abstract]
Net income attributable to Newmont stockholders	387,000,000	382,000,000	901,000,000	928,000,000
Transfers from noncontrolling interests:
Increase in Additional paid in capital from sale of PTNNT shares, net of tax of $33		1,000,000		16,000,000
Net income attributable to Newmont stockholders and transfers from noncontrolling interests	387,000,000	383,000,000	901,000,000	944,000,000
Income Per Common Share (Textuals) Abstract
Anti-dilutive shares - stock options			3	2
Options to purchase common shares average exercise price			57	57
Anti-dilutive shares - convertible notes	6	6	6	4
Share transfers gains tax				33,000,000
Convertible Senior Notes Net Of Discount 2012 [Member]
Income Per Common Share (Textuals) Abstract
Convertible notes	518,000,000		518,000,000
Conversion price on convertible notes	46.04		46.04
Convertible Senior Notes Net Of Discount 2014 And 2017 [Member]
Income Per Common Share (Textuals) Abstract
Convertible notes	1,150,000,000		1,150,000,000
Conversion price on convertible notes	46.00		46.00
Conversion price on call spread transaction	$ 60.00		$ 60.00

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 3    SEGMENT INFORMATION

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax
			Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2011
Nevada			$	529	$	224	$	56	$	38	$	195
La Herradura				81		27		5		3		44
Hope Bay				-		-		4		52		(55)
Other North America				-		-		-		1		47
	North America			610		251		65		94		231
Yanacocha				524		190		66		11		232
Other South America				-		-		1		14		(16)
	South America			524		190		67		25		216
Boddington:
	Gold			269		117		31		N/A		N/A
	Copper			54		27		7		N/A		N/A
		Total		323		144		38		2		140
Batu Hijau:
	Gold			92		30		7		N/A		N/A
	Copper			242		79		18		N/A		N/A
		Total		334		109		25		1		186
Other Australia/New Zealand				375		158		31		10		168
Other Asia Pacific				-		-		-		5		(34)
	Asia Pacific			1,032		411		94		18		460
Ahafo				218		65		20		8		119
Other Africa				-		-		-		4		(6)
	Africa			218		65		20		12		113
Corporate and Other				-		-		4		26		(173)
Consolidated			$	2,384	$	917	$	250	$	175	$	847

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax
			Sales		Sales		Amortization		Exploration		Income
Three Months Ended June 30, 2010
Nevada			$	505	$	246	$	64	$	20	$	164
La Herradura				53		19		5		2		29
Hope Bay				-		-		3		33		(36)
Other North America				-		-		-		-		(1)
	North America			558		265		72		55		156
Yanacocha				425		139		40		4		222
Other South America				-		-		-		10		(9)
	South America			425		139		40		14		213
Boddington
	Gold			234		113		34		N/A		N/A
	Copper			40		25		6		N/A		N/A
		Total		274		138		40		3		92
Batu Hijau:
	Gold			170		42		12		N/A		N/A
	Copper			258		73		19		N/A		N/A
		Total		428		115		31		-		270
Other Australia/New Zealand				308		136		24		7		142
Other Asia Pacific				-		-		1		5		(9)
	Asia Pacific			1,010		389		96		15		495
Ahafo				160		55		19		3		74
Other Africa				-		-		-		2		(1)
	Africa			160		55		19		5		73
Corporate and Other				-		-		4		21		(115)
Consolidated			$	2,153	$	848	$	231	$	110	$	822

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax		Total		Capital
			Sales		Sales		Amortization		Exploration		Income		Assets		Expenditures(1)
Six Months Ended June 30, 2011
Nevada			$	1,111	$	496	$	128	$	55	$	411	$	6,797	$	228
La Herradura				146		45		9		9		80		260		27
Hope Bay				-		-		7		96		(103)		2,242		41
Other North America				-		-		-		1		45		52		-
	North America			1,257		541		144		161		433		9,351		296
Yanacocha				886		343		119		17		381		2,634		127
Other South America				-		-		1		24		(26)		599		251
	South America			886		343		120		41		355		3,233		378
Boddington:
	Gold			501		217		59		N/A		N/A		N/A		N/A
	Copper			107		55		14		N/A		N/A		N/A		N/A
		Total		608		272		73		3		244		4,419		75
Batu Hijau:
	Gold			232		64		14		N/A		N/A		N/A		N/A
	Copper			611		168		38		N/A		N/A		N/A		N/A
		Total		843		232		52		1		509		3,513		88
Other Australia/New Zealand				790		324		66		22		365		1,124		134
Other Asia Pacific				-		-		1		6		(34)		625		4
	Asia Pacific			2,241		828		192		32		1,084		9,681		301
Ahafo				465		145		42		15		255		1,046		37
Other Africa				-		-		-		5		(8)		348		67
	Africa			465		145		42		20		247		1,394		104
Corporate and Other				-		-		8		51		(299)		4,979		18
Consolidated			$	4,849	$	1,857	$	506	$	305	$	1,820	$	28,638	$	1,097
(1)	Includes an increase in accrued capital expenditures of $77; consolidated capital expenditures on a cash basis were $1020.

					Costs				Advanced
					Applicable to				Projects and		Pre-Tax		Total		Capital
			Sales		Sales		Amortization		Exploration		Income		Assets		Expenditures(1)
Six Months Ended June 30, 2010
Nevada			$	972	$	497	$	126	$	37	$	291	$	3,309	$	117
La Herradura				97		32		8		3		54		180		22
Hope Bay				-		-		6		50		(57)		1,938		48
Other North America				-		-		-		1		(3)		53		-
	North America			1,069		529		140		91		285		5,480		187
Yanacocha				885		293		77		11		465		2,532		68
Other South America				-		-		-		15		(15)		194		43
	South America			885		293		77		26		450		2,726		111
Boddington
	Gold			401		193		56		N/A		N/A		N/A		N/A
	Copper			79		49		13		N/A		N/A		N/A		N/A
		Total		480		242		69		4		160		4,136		81
Batu Hijau:
	Gold			335		76		22		N/A		N/A		N/A		N/A
	Copper			713		165		46		N/A		N/A		N/A		N/A
		Total		1,048		241		68		-		677		2,911		33
Other Australia/New Zealand				622		293		56		11		268		884		71
Other Asia Pacific				-		-		1		10		9		183		3
	Asia Pacific			2,150		776		194		25		1,114		8,114		188
Ahafo				291		119		36		6		116		1,005		51
Other Africa				-		-		-		6		(5)		229		22
	Africa			291		119		36		12		111		1,234		73
Corporate and Other				-		-		8		45		(252)		5,215		11
Consolidated			$	4,395	$	1,717	$	455	$	199	$	1,708	$	22,769	$	570
(1)	Includes a decrease in accrued capital expenditures of $58; consolidated capital expenditures on a cash basis were $628.

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Comprehensive Income (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Comprehensive Income
Net income	$ 524	$ 537	$ 1,194	$ 1,280
Other comprehensive income (loss), net of tax:
Unrealized gain on marketable securities	(243)	(77)	(75)	(28)
Foreign currency translation adjustments	38	(55)	127	1
Pension and other benefit liability adjustments	4	3	8	5
Change in fair value of cash flow hedge instruments:
Net change from periodic revaluations	162	(72)	217	(43)
Net amount reclassified to income	(39)	(16)	(72)	(35)
Net unrecognized gain (loss) on derivatives	123	(88)	145	(78)
Other comprehensive income, net of tax	(78)	(217)	205	(100)
Comprehensive income	446	320	1,399	1,180
Comprehensive income attributable to:
Newmont stockholders	308	165	1,103	828
Noncontrolling interests	138	155	296	352
Comprehensive income	$ 446	$ 320	$ 1,399	$ 1,180

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Changes in Equity (Details) (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Changes in Equity
Beginning Balance			$ 15,716
Net income attributable to Newmont stockholders	387	382	901	928
Net income attributable to noncontrolling interests	(137)	(155)	(293)	(352)
Other comprehensive income	(78)	(217)	205	(100)
Ending Balance	16,993	13,555	16,993	13,555
Common Stock [Member]
Changes in Equity
Beginning Balance			778	770
Stock based awards			2	2
Shares issued in exchange for exchangeable shares			0	3
Ending Balance	780	775	780	775
Additional paid-in capital [Member]
Changes in Equity
Beginning Balance			8,279	8,158
Stock based awards			52	64
Shares issued in exchange for exchangeable shares			(1)	(3)
Sale of noncontrolling interests			0	16
Ending Balance	8,330	8,235	8,330	8,235
Accumulated other comprehensive income [Member]
Changes in Equity
Beginning Balance			1,108	626
Other comprehensive income			202	(100)
Ending Balance	1,310	526	1,310	526
Retained earnings [Member]
Changes in Equity
Beginning Balance			3,180	1,149
Net income attributable to Newmont stockholders			901	928
Dividends paid			(173)	(98)
Ending Balance	3,908	1,979	3,908	1,979
Noncontrolling interests [Member]
Changes in Equity
Beginning Balance			2,371	1,910
Net income attributable to noncontrolling interests			293	352
Dividends paid			(2)	(320)
Other comprehensive income			3	0
Sale of noncontrolling interests			0	98
Ending Balance	$ 2,665	$ 2,040	$ 2,665	$ 2,040

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Acquisitions (Details) (Fronteer [Member])	6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 CAD
Assets:
Cash	$ 2,000,000
Property, plant and mine development	3,208,000,000
Investments	281,000,000
Other assets	6,000,000
Total assets	3,497,000,000
Liabilities:
Deferred income tax liability	1,223,000,000
Other liabilities	15,000,000
Total liabilities	1,238,000,000
Net assets acquired	2,259,000,000
Business Acquisition (Textuals)
Acquisition common shares acquired	153,000,000	153,000,000
Cash per common share received by shareholders		14.00
Common shares received by shareholders	0.25	0.25
Acquisition transaction costs	1,000,000
Purchase price	$ 2,259,000,000

XML



Fair Value Accounting (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Assets:
Cash equivalents	$ 36,000,000
Derivative instruments, net:
Fair value assets measured on recurring basis	2,526,000,000
Liabilities:
Fair Value Liabilities Measured On Recurring Basis	262,000,000
Fair Value Accounting (Textuals) [Abstract]
Unrealized gain	1,000,000
Assets measured at fair value hierarchy, percent	1.00%
Liabilities measured at fair value hierarchy, percent	96.00%
Changes in the Fair Value of the Company's Level 3 Financial Assets
Balance at beginning of period, assets	24,000,000
Unrealized gain	1,000,000
Balance at end of period, assets	25,000,000	24,000,000
Changes in the Fair Value of the Company's Level 3 Financial Liabilities
Balance at beginning of period, liabilities	251,000,000	83,000,000
Settlements	13,000,000
Valuation	181,000,000
Balance at end of period, liabilities	251,000,000	83,000,000
Level 1 [Member]
Assets:
Cash equivalents	36,000,000
Derivative instruments, net:
Fair value assets measured on recurring basis	2,114,000,000
Level 1 [Member] | Extractive industries [Member]
Marketable equity securities:
Marketable equity securities	1,757,000,000
Marketable debt securities:
Marketable Debt securities	1,757,000,000
Level 1 [Member] | Other Industries [Member]
Marketable equity securities:
Marketable equity securities	6,000,000
Marketable debt securities:
Marketable Debt securities	6,000,000
Level 1 [Member] | Corporate Debt Securities [Member]
Marketable equity securities:
Marketable equity securities	9,000,000
Marketable debt securities:
Marketable Debt securities	9,000,000
Level 1 [Member] | Trade receivable from provisional copper and gold concentrate sales, net [Member]
Marketable debt securities:
Trade receivable from provisional copper and gold concentrate sales, net	306,000,000
Level 2 [Member]
Derivative instruments, net:
Fair value assets measured on recurring basis	387,000,000
Liabilities:
Fair Value Liabilities Measured On Recurring Basis	11,000,000
Level 2 [Member] | Diesel forward contracts [Member]
Derivative instruments, net:
Derivative instruments, net	11,000,000
Level 2 [Member] | Foreign exchange forward contracts [Member]
Derivative instruments, net:
Derivative instruments, net	376,000,000
Level 2 [Member] | Forward Starting Swap Contracts [Member]
Liabilities:
Derivative instruments, net	11,000,000
Level 3 [Member]
Derivative instruments, net:
Fair value assets measured on recurring basis	25,000,000
Liabilities:
Fair Value Liabilities Measured On Recurring Basis	251,000,000
Level 3 [Member] | Asset Backed Commercial Paper [Member]
Marketable equity securities:
Marketable equity securities	20,000,000
Marketable debt securities:
Marketable Debt securities	20,000,000
Level 3 [Member] | Auction Rate Securities [Member]
Marketable equity securities:
Marketable equity securities	5,000,000
Marketable debt securities:
Marketable Debt securities	5,000,000
Level 3 [Member] | Holt Property Royalty [Member]
Liabilities:
Holt property royalty	181,000,000
Level 3 [Member] | Boddington Contingent Consideration [Member]
Liabilities:
Boddington contingent consideration	70,000,000
Extractive industries [Member]
Marketable equity securities:
Marketable equity securities	1,757,000,000
Marketable debt securities:
Marketable Debt securities	1,757,000,000
Other Industries [Member]
Marketable equity securities:
Marketable equity securities	6,000,000
Marketable debt securities:
Marketable Debt securities	6,000,000
Asset Backed Commercial Paper [Member]
Marketable equity securities:
Marketable equity securities	20,000,000
Marketable debt securities:
Marketable Debt securities	20,000,000
Fair Value Accounting (Textuals) [Abstract]
Unrealized gain	1,000,000
Changes in the Fair Value of the Company's Level 3 Financial Assets
Balance at beginning of period, assets	19,000,000
Unrealized gain	1,000,000
Balance at end of period, assets	20,000,000
Corporate Debt Securities [Member]
Marketable equity securities:
Marketable equity securities	9,000,000
Marketable debt securities:
Marketable Debt securities	9,000,000
Auction Rate Securities [Member]
Marketable equity securities:
Marketable equity securities	5,000,000
Marketable debt securities:
Marketable Debt securities	5,000,000
Changes in the Fair Value of the Company's Level 3 Financial Assets
Balance at end of period, assets	5,000,000	5,000,000
Trade receivable from provisional copper and gold concentrate sales, net [Member]
Marketable debt securities:
Trade receivable from provisional copper and gold concentrate sales, net	306,000,000
Diesel forward contracts [Member]
Derivative instruments, net:
Derivative instruments, net	11,000,000
Foreign exchange forward contracts [Member]
Derivative instruments, net:
Derivative instruments, net	376,000,000
Forward Starting Swap Contracts [Member]
Liabilities:
Derivative instruments, net	11,000,000
Holt Property Royalty [Member]
Liabilities:
Holt property royalty	181,000,000
Fair Value Accounting (Textuals) [Abstract]
Holt property royalty valuation technique	The estimated fair value of the liability was determined using a Monte Carlo valuation model to simulate future gold prices utilizing a $1,300 per ounce long-term assumption, various gold production scenarios based on publicly available reserve and resource information for the Holt property and a 4.2% weighted average discount rate.
Changes in the Fair Value of the Company's Level 3 Financial Liabilities
Balance at beginning of period, liabilities	181,000,000	0
Valuation	181,000,000
Balance at end of period, liabilities	181,000,000	0
Boddington Contingent Consideration [Member]
Liabilities:
Boddington contingent consideration	70,000,000
Fair Value Accounting (Textuals) [Abstract]
Boddington final interest acquired	33.33%
Changes in the Fair Value of the Company's Level 3 Financial Liabilities
Balance at beginning of period, liabilities	70,000,000	83,000,000
Settlements	13,000,000
Balance at end of period, liabilities	$ 70,000,000	$ 83,000,000

XML



Derivative Instruments (Details) In Millions, unless otherwise specified																								3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended																3 Months Ended		6 Months Ended						3 Months Ended		6 Months Ended				3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 Other Long Term Asset [Member] USD ($)	Dec. 31, 2010 Other Long Term Asset [Member] USD ($)	Jun. 30, 2011 Other Long Term Asset [Member] Diesel Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Long Term Asset [Member] Diesel Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Long Term Asset [Member] AU Dollar Operating Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Long Term Asset [Member] AU Dollar Operating Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Long Term Asset [Member] NZ Dollar Operating Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Long Term Asset [Member] NZ Dollar Operating Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Asset [Member] USD ($)	Dec. 31, 2010 Other Current Asset [Member] USD ($)	Jun. 30, 2011 Other Current Asset [Member] Diesel Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Current Asset [Member] Diesel Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Asset [Member] AU Dollar Operating Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Current Asset [Member] AU Dollar Operating Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Asset [Member] NZ Dollar Operating Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Current Asset [Member] NZ Dollar Operating Fixed Forward Contracts [Member] USD ($)	Dec. 31, 2010 Other Current Asset [Member] Interest Rate Swap Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Asset [Member] Forward Starting Swap Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Liabilities [Member] USD ($)	Jun. 30, 2011 Other Current Liabilities [Member] Diesel Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Liabilities [Member] AU Dollar Operating Fixed Forward Contracts [Member] USD ($)	Jun. 30, 2011 Other Current Liabilities [Member] Forward Starting Swap Contracts [Member] USD ($)	Jun. 30, 2011 Gold [Member] USD ($) oz	Jun. 30, 2011 Gold [Member] USD ($) oz	Jun. 30, 2011 Copper [Member] USD ($) lb	Jun. 30, 2011 Copper [Member] USD ($) lb	Jun. 30, 2011 Expected Maturity Date Year 2011 [Member] Diesel Fixed Forward Contracts [Member] gal	Jun. 30, 2011 Expected Maturity Date Year 2011 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2011 [Member] AU Dollar Akyem Capital Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2011 [Member] NZ Dollar Operating Fixed Forward Contracts [Member] NZD	Jun. 30, 2011 Expected Maturity Date Year 2012 [Member] Diesel Fixed Forward Contracts [Member] gal	Jun. 30, 2011 Expected Maturity Date Year 2012 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2012 [Member] AU Dollar Akyem Capital Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2012 [Member] NZ Dollar Operating Fixed Forward Contracts [Member] NZD	Jun. 30, 2011 Expected Maturity Date Year 2013 [Member] Diesel Fixed Forward Contracts [Member] gal	Jun. 30, 2011 Expected Maturity Date Year 2013 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2013 [Member] NZ Dollar Operating Fixed Forward Contracts [Member] NZD	Jun. 30, 2011 Expected Maturity Date Year 2014 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2015 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Expected Maturity Date Year 2016 [Member] AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 Diesel Fixed Forward Contracts [Member] gal	Jun. 30, 2011 Diesel Fixed Forward Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2010 Diesel Fixed Forward Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2011 Diesel Fixed Forward Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2010 Diesel Fixed Forward Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2011 AU Dollar Operating Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 AU Dollar Akyem Capital Fixed Forward Contracts [Member] AUD	Jun. 30, 2011 NZ Dollar Operating Fixed Forward Contracts [Member] NZD	Jun. 30, 2011 Interest Rate Swap Contracts [Member] USD ($)	Jun. 30, 2011 Interest Rate Swap Contracts [Member] Fair Value Hedging [Member] USD ($)	Jun. 30, 2010 Interest Rate Swap Contracts [Member] Fair Value Hedging [Member] USD ($)	Jun. 30, 2011 Interest Rate Swap Contracts [Member] Fair Value Hedging [Member] USD ($)	Jun. 30, 2010 Interest Rate Swap Contracts [Member] Fair Value Hedging [Member] USD ($)	Jun. 30, 2011 Forward Starting Swap Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2010 Forward Starting Swap Contracts [Member] Cash Flow Hedging [Member] USD ($)	Jun. 30, 2011 Fair Value Hedging [Member] Debentures 8 5/8% (Hedged Portion) [Member] USD ($)	Jun. 30, 2010 Fair Value Hedging [Member] Debentures 8 5/8% (Hedged Portion) [Member] USD ($)	Jun. 30, 2011 Fair Value Hedging [Member] Debentures 8 5/8% (Hedged Portion) [Member] USD ($)	Jun. 30, 2010 Fair Value Hedging [Member] Debentures 8 5/8% (Hedged Portion) [Member] USD ($)	Jun. 30, 2011 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] USD ($)	Jun. 30, 2010 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] USD ($)	Jun. 30, 2011 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] USD ($)	Jun. 30, 2010 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] USD ($)
Foreign Currency Derivatives Abstract
Average rate																												2.51	0.86	1.04	0.71	2.68	0.88	1.02	0.73	3.19	0.90	0.77	0.87	0.84	0.88	2.62					0.88	1.03	0.72
Notional Amount of Foreign Currency Derivatives																													594	10	37		947	18	41		665	6	436	204	25						2,871	28	84
Expected hedge ratio																												53.00%	82.00%	34.00%	66.00%	25.00%	64.00%	41.00%	35.00%	5.00%	44.00%	10.00%	30.00%	14.00%	3.00%
Diesel Derivative Contracts Outstanding
Average rate																												2.51	0.86	1.04	0.71	2.68	0.88	1.02	0.73	3.19	0.90	0.77	0.87	0.84	0.88	2.62					0.88	1.03	0.72
Diesel gallons																												11,000,000				11,000,000				1,000,000						23,000,000
Expected hedge ratio																												53.00%	82.00%	34.00%	66.00%	25.00%	64.00%	41.00%	35.00%	5.00%	44.00%	10.00%	30.00%	14.00%	3.00%
Fair values of Derivative Instruments Designated as Hedges
Other Current and Long Term Assets		167	116	1	1	165	114	1	1	226	196	11	7	204	181	7	5	3	4
Other Current and Long Term Liabilities																				17	1	1	15
Derivative Instruments (Textuals) [Abstract]
Hedge contracts net liability position																																																								11
Forward starting swaps notional amount																																																							1,000
Fixed to floating swap contracts, amount																																																		222
Average price																								1,506.00	1,445.00	4.14	4.26
Recorded average provisional price																								1,500.00	1,441.00	4.22	4.31
Provisional pricing mark-to-market gain (loss)																								10	18	16	28
Provisional pricing mark-to-market gain (loss) rate																								7	6	0.21	0.16
Provisional pricing quantity sales																								105,000	105,000	84,000,000	84,000,000
Average price, subject to final pricing																								1,506.00	1,506.00	4.22	4.22
Approximate gain amount to be reclassified from accumulated other comprehensive income, net of tax to income	146
Location and Amount of Gains (Losses) Reported in Condensed Consolidated Financial Statements
Gain (loss) recognized in other comprehensive income (effective portion)																																											(5)	(6)	10	(5)															126	(99)	193	(58)
Gain (loss) reclassified from Accumulated other comprehensive income into income (effective portion)																																											5	1	9	2															49	21	91	45
Gains (Losses) Recorded for Hedged Item Related to Fair Value Hedges
Gain (loss) recognized in income (effective portion)																																																			1	1	3	3			(1)	2	(6)	2
Gain (loss) recognized in income (ineffective portion)																																																			$ (1)	$ (2)	$ (2)	$ (2)			$ 0	$ 1	$ 0	$ 1

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Investments (Details) (USD $) In Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Investment in Marketable Securities
Current Investments	$ 203		$ 203		$ 113
Long-Term Investments	1,675		1,675		1,568
Available For Sale Securities Continuous Unrealized Loss Position Aggregate Losses Abstract
Securities continuous unrealized losses less than 12 months - unrealized losses			89		0
Securities continuous unrealized losses greater than 12 months - unrealized losses			8		8
Securities continuous unrealized losses - unrealized losses			97		8
Available For Sale Securities Continuous Unrealized Loss Position Fair Value Abstract
Securities continuous unrealized losses less than 12 months - fair value	203		203		0
Securities continuous unrealized losses greater than 12 months - fair value	25		25		24
Securities continuous unrealized losses - fair value	228		228		24
Investments (Textuals) [Abstract]
Payments to acquire marketable securities			15	7
Gain on sale of investments, net	50	5	50	7
Securities continuous unrealized losses - unrealized losses			97		8
New Gold Inc [Member]
Investments (Textuals) [Abstract]
Gain on sale of investments, net			50
New Gold Inc [Member] | Current [Member]
Investment in Marketable Securities
Cost/Equity Basis					5
Unrealized Gain					54
Unrealized Loss					0
Fair/Equity Basis - Current Marketable Equity Securities					59
Paladin Energy Ltd [Member]
Available For Sale Securities Continuous Unrealized Loss Position Aggregate Losses Abstract
Securities continuous unrealized losses less than 12 months - unrealized losses			67
Securities continuous unrealized losses greater than 12 months - unrealized losses			0
Securities continuous unrealized losses - unrealized losses			67
Available For Sale Securities Continuous Unrealized Loss Position Fair Value Abstract
Securities continuous unrealized losses less than 12 months - fair value	141		141
Securities continuous unrealized losses greater than 12 months - fair value	0		0
Securities continuous unrealized losses - fair value	141		141
Investments (Textuals) [Abstract]
Investments acquired	208		208
Securities continuous unrealized losses - unrealized losses			67
Paladin Energy Ltd [Member] | Current [Member]
Investment in Marketable Securities
Cost/Equity Basis	208		208
Unrealized Gain			0
Unrealized Loss			(67)
Fair/Equity Basis - Current Marketable Equity Securities	141		141
Other Equity Securities [Member]
Investments (Textuals) [Abstract]
Investments acquired	73		73
Other Equity Securities [Member] | Current [Member]
Investment in Marketable Securities
Cost/Equity Basis	28		28		19
Unrealized Gain			36		35
Unrealized Loss			(2)		0
Fair/Equity Basis - Current Marketable Equity Securities	62		62		54
Other Equity Securities [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	125		125		39
Unrealized Gain			29		37
Unrealized Loss			(20)		0
Fair/Equity Basis - Long-Term Marketable Equity Securities	134		134		76
Marketable Equity Securities [Member]
Available For Sale Securities Continuous Unrealized Loss Position Aggregate Losses Abstract
Securities continuous unrealized losses less than 12 months - unrealized losses			22
Securities continuous unrealized losses greater than 12 months - unrealized losses			0
Securities continuous unrealized losses - unrealized losses			22
Available For Sale Securities Continuous Unrealized Loss Position Fair Value Abstract
Securities continuous unrealized losses less than 12 months - fair value	62		62
Securities continuous unrealized losses greater than 12 months - fair value	0		0
Securities continuous unrealized losses - fair value	62		62
Investments (Textuals) [Abstract]
Asset retirement obligation restricted asset	6		6		6
Securities continuous unrealized losses - unrealized losses			22
Marketable Equity Securities [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	548		548		448
Unrealized Gain			1,032		1,018
Unrealized Loss			(20)		0
Fair/Equity Basis - Long-Term Marketable Equity Securities	1,560		1,560		1,466
Asset Backed Commercial Paper [Member]
Available For Sale Securities Continuous Unrealized Loss Position Aggregate Losses Abstract
Securities continuous unrealized losses less than 12 months - unrealized losses			0		0
Securities continuous unrealized losses greater than 12 months - unrealized losses			6		6
Securities continuous unrealized losses - unrealized losses			6		6
Available For Sale Securities Continuous Unrealized Loss Position Fair Value Abstract
Securities continuous unrealized losses less than 12 months - fair value	0		0		0
Securities continuous unrealized losses greater than 12 months - fair value	20		20		19
Securities continuous unrealized losses - fair value	20		20		19
Investments (Textuals) [Abstract]
Securities continuous unrealized losses - unrealized losses			6		6
Asset Backed Commercial Paper [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	26		26		25
Unrealized Gain			0		0
Unrealized Loss			(6)		(6)
Fair/Equity Basis - Long-Term Marketable Debt Securities	20		20		19
Auction Rate Securities [Member]
Available For Sale Securities Continuous Unrealized Loss Position Aggregate Losses Abstract
Securities continuous unrealized losses less than 12 months - unrealized losses			0		0
Securities continuous unrealized losses greater than 12 months - unrealized losses			2		2
Securities continuous unrealized losses - unrealized losses			2		2
Available For Sale Securities Continuous Unrealized Loss Position Fair Value Abstract
Securities continuous unrealized losses less than 12 months - fair value	0		0		0
Securities continuous unrealized losses greater than 12 months - fair value	5		5		5
Securities continuous unrealized losses - fair value	5		5		5
Investments (Textuals) [Abstract]
Securities continuous unrealized losses - unrealized losses			2		2
Auction Rate Securities [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	7		7		7
Unrealized Gain			0		0
Unrealized Loss			(2)		(2)
Fair/Equity Basis - Long-Term Marketable Debt Securities	5		5		5
Corporate Debt Securities [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	7		7		7
Unrealized Gain			2		3
Unrealized Loss			0		0
Fair/Equity Basis - Long-Term Marketable Debt Securities	9		9		10
Debt Securities [Member]
Investments (Textuals) [Abstract]
Asset retirement obligation restricted asset	9		9		10
Debt Securities [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	40		40		39
Unrealized Gain			2		3
Unrealized Loss			(8)		(8)
Fair/Equity Basis - Long-Term Marketable Debt Securities	34		34		34
Canadian Oil Sands Ltd [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	320		320		308
Unrealized Gain			570		508
Unrealized Loss			0		0
Fair/Equity Basis - Long-Term Marketable Equity Securities	890		890		816
Gabriel Resources Ltd [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	80		80		78
Unrealized Gain			270		325
Unrealized Loss			0		0
Fair/Equity Basis - Long-Term Marketable Equity Securities	350		350		403
Regis [Member] | Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	23		23		23
Unrealized Gain			163		148
Unrealized Loss			0		0
Fair/Equity Basis - Long-Term Marketable Equity Securities	186		186		171
La Zanja [Member] | Long-term [Member]
Investment in Marketable Securities
Equity Method Investments	72		72		57
Current [Member]
Investment in Marketable Securities
Cost/Equity Basis	236		236		24
Unrealized Gain			36		89
Unrealized Loss			(69)		0
Long-term [Member]
Investment in Marketable Securities
Cost/Equity Basis	669		669		555
Unrealized Gain			1,034		1,021
Unrealized Loss			(28)		(8)
Other Investments, at Cost	$ 9		$ 9		$ 11

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Inventories (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Summary of Inventories
In-process	$ 101	$ 142
Concentrate	110	111
Precious metals	15	4
Materials, supplies and other	445	401
Total Inventories	$ 671	$ 658

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Stockpiles and Ore on Leach Pads (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Current:
Stockpiles	$ 443	$ 389
Ore on leach pads	253	228
Total	696	617
Long-term:
Stockpiles	1,640	1,397
Ore On leach pads	310	360
Total	1,950	1,757
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	2,646	2,374
Nevada [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	497	479
La Herradura [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	9	6
Yanacocha [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	503	496
Boddington [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	357	248
Batu Hijau [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	995	879
Other Australia New Zealand [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	152	145
Ahafo [Member]
Stockpiles And Ore On Leach Pads Segment [Abstract]
Stockpiles and ore on leach pads	$ 133	$ 121

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Other Assets (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Other current assets:
Refinery metal inventory and receivable	$ 1,166	$ 617
Derivative instruments	226	196
Other prepaid assets	141	65
Other	80	84
Other current assets, total	1,613	962
Other long-term assets:
Goodwill	188	188
Income tax receivable	176	119
Derivative instruments	167	116
Intangible assets	151	91
Debt issuance costs	62	39
Restricted cash	26	25
Other receivables	19	19
Other	157	144
Other long-term assets, total	$ 946	$ 741

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Debt (Details) (USD $) In Millions															6 Months Ended			6 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2011 Convertible Senior Notes Net Of Discount 2012 [Member] Current [Member]	Dec. 31, 2010 Convertible Senior Notes Net Of Discount 2012 [Member] Non-current [Member]	Jun. 30, 2011 Convertible Senior Notes Net Of Discount 2014 [Member] Non-current [Member]	Dec. 31, 2010 Convertible Senior Notes Net Of Discount 2014 [Member] Non-current [Member]	Jun. 30, 2011 Convertible Senior Notes Net Of Discount 2017 [Member] Non-current [Member]	Dec. 31, 2010 Convertible Senior Notes Net Of Discount 2017 [Member] Non-current [Member]	Jun. 30, 2011 Senior Notes Net Of Discount 2019 [Member] Non-current [Member]	Dec. 31, 2010 Senior Notes Net Of Discount 2019 [Member] Non-current [Member]	Jun. 30, 2011 Senior Notes Net Of Discount 2035 [Member] Non-current [Member]	Dec. 31, 2010 Senior Notes Net Of Discount 2035 [Member] Non-current [Member]	Jun. 30, 2011 Senior Notes Net Of Discount 2039 [Member] Non-current [Member]	Dec. 31, 2010 Senior Notes Net Of Discount 2039 [Member] Non-current [Member]	Jun. 30, 2011 Corporate [Member]	Jun. 30, 2011 Corporate [Member] Non-current [Member]	Jun. 30, 2011 Corporate [Member] Letter of Credit [Member]	Jun. 30, 2011 Batu Hijau [Member]	Jun. 30, 2011 Current [Member]	Dec. 31, 2010 Current [Member]	Jun. 30, 2011 Non-current [Member]	Dec. 31, 2010 Non-current [Member]
Debt
Sale-leaseback of refractory ore treatment plant																			$ (28)	$ (30)	$ (106)	$ (134)
8 5/8% debentures, net of discount (due 2011)																				217
Convertible senior notes, net of discount			501	488	500	489	443	434
Senior notes, net of discount									896	896	598	598	1,087	1,087
Revolving credit facility															90	90	239
Ahafo project facility																			10	10	50	55
Other capital leases																				2	1	1
Total Debt Current	539	259
Total Debt Non-Current	3,771	4,182
Debt (Textuals)
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	5
Long-term Debt, Maturities, Repayments of Principal in Year Two	572
Long-term Debt, Maturities, Repayments of Principal in Year Three	42
Long-term Debt, Maturities, Repayments of Principal in Year Four	544
Long-term Debt, Maturities, Repayments of Principal in Year Five	18
Long-term Debt, Maturities, Repayments of Principal after Year Five	3,129
Revolving credit facility															90	90	239
Borrowings outstanding															$ 2,500			$ 600
Interest rate															Borrowings under the facility currently bear interest at a rate per annum equal to LIBOR plus a margin of 1.075%.			Borrowings under the facility bear interest at a rate per annum equal to LIBOR plus a margin of 4.00%.
Commitment fees															Facility fees currently accrue at an annual rate of 0.175% of the aggregate commitments.			Commitment fees currently accrue on the daily average unused amount of the commitment of each lender at an annual rate of 2.00%.

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Reclamation and Remediation

6 Months Ended

Jun. 30, 2011

Reclamation and Remediation [Abstract]

RECLAMATION AND REMEDIATION

NOTE 4    RECLAMATION AND REMEDIATION

At June 30, 2011 and December 31, 2010, $922 and $904, respectively, were accrued for reclamation obligations relating to mineral properties. In addition, the Company is involved in several matters concerning environmental obligations associated with former, primarily historic, mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. At June 30, 2011 and December 31, 2010, $172 and $144, respectively, were accrued for such obligations. These amounts are also included in Reclamation and remediation liabilities.

The following is a reconciliation of reclamation and remediation liabilities:

	Six Months Ended June 30,
	2011		2010
Balance at beginning of period	$	1,048	$	859
Additions, changes in estimates and other		32		(4)
Liabilities settled		(15)		(18)
Accretion expense		29		26
Balance at end of period	$	1,094	$	863

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

The Company's reclamation and remediation expenses consisted of:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Reclamation	$	28	$	-	$	28	$	-
Accretion - operating		13		11		25		22
Accretion - non-operating		2		2		4		4
	$	43	$	13	$	57	$	26

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Other Liabilities (Details) (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Other current liabilities:
Refinery metal payable	$ 1,166	$ 617
Accrued operating costs	249	217
Accrued capital expenditures	156	83
Taxes other than income and mining	105	135
Reclamation and remediation liabilities - current	62	64
Interest	57	66
Royalties	44	90
Boddington contingent consideration	42	32
Deferred income tax	18	54
Holt property royalty	14	0
Other	85	60
Other current liabilities, total	1,998	1,418
Other long-term liabilities:
Holt property royalty	167	40
Power supply agreements	47	45
Income and mining taxes	29	36
Boddington contingent consideration	28	51
Other	43	49
Other long-term liabilities, total	$ 314	$ 221

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Net Change in Operating Assets and Liabilities (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Decrease (increase) in operating assets:
Trade and accounts receivable	$ 121	$ 74
Inventories, stockpiles and ore on leach pads	(230)	(187)
EGR refinery assets	(437)	138
Other assets	(67)	(30)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities	(349)	(90)
EGR refinery liabilities	437	(138)
Reclamation liabilities	(15)	(18)
Net change in operating assets and liabilities	$ (540)	$ (251)

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Supplemental Cash Flow Information (Details) (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Supplemental Cash Flow Information (Details) [Abstract]
Income and mining taxes, net of refunds	$ 892	$ 546
Interest, net of amounts capitalized	$ 92	$ 116

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Condensed Consolidating Financial Statements (Details) (USD $) In Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Condensed Consolidating Statement of Income
Sales	$ 2,384	$ 2,153	$ 4,849	$ 4,395
Costs and expenses
Costs applicable to sales	917	848	1,857	1,717
Amortization	250	231	506	455
Reclamation and remediation	43	13	57	26
Exploration	89	53	151	96
Advanced projects, research and development	86	57	154	103
General and administrative	50	43	95	88
Other expense, net	87	61	160	150
Total costs and expenses	1,522	1,306	2,980	2,635
Other income (expense)
Other income, net	48	44	79	92
Interest income-intercompany	0	0	0	0
Interest expense-intercompany	0	0	0	0
Interest expense, net	(63)	(69)	(128)	(144)
Total other income (expense)	(15)	(25)	(49)	(52)
Income before income and mining tax and other items	847	822	1,820	1,708
Income and mining tax expense	(187)	(283)	(492)	(424)
Equity income (loss) of affiliates	0	(2)	2	(4)
Income from continuing operations	660	537	1,330	1,280
Loss from discontinued operations	(136)	0	(136)	0	28
Net income	524	537	1,194	1,280
Net income attributable to noncontrolling interests	(137)	(155)	(293)	(352)
Net income attributable to Newmont stockholders	387	382	901	928
Operating activities:
Net income	524	537	1,194	1,280
Adjustments			749	452
Net change in operating assets and liabilities			(540)	(251)
Net cash provided from continuing operations			1,403	1,481
Net cash used in discontinued operations			(2)	(13)
Net cash provided from operations			1,401	1,468
Investing activities:
Additions to property, plant and mine development			(1,020)	(628)
Proceeds from sale of marketable securities			55	1
Purchases of marketable securities			(15)	(7)
Acquisitions, net			(2,291)	0
Proceeds from sale of other assets			6	52
Other			(15)	(23)
Net cash used in investing activities			(3,280)	(605)
Financing activities:
Net (borrowings) repayments			(198)	(263)
Net intercompany borrowings (repayments)			0	0
Sale of noncontrolling interests			0	229
Acquisition of noncontrolling interests			0	(109)
Dividends paid to common stockholders			(173)	(98)
Dividends paid to noncontrolling interests			(17)	(307)
Proceeds from stock issuance, net			8	30
Change in restricted cash and other			0	48
Net cash used in financing activities			(380)	(470)
Effect of exchange rate changes on cash			58	(6)
Net change in cash and cash equivalents			(2,201)	387
Cash and cash equivalents at beginning of period			4,056	3,215	3,215
Cash and cash equivalents at end of period	1,855	3,602	1,855	3,602	4,056
Assets
Cash and cash equivalents	1,855	3,602	1,855	3,602	4,056
Trade receivables	418		418		582
Accounts receivable	135		135		88
Investments	203		203		113
Inventories	671		671		658
Stockpiles and ore on leach pads	696		696		617
Deferred income tax assets	308		308		177
Other current assets	1,613		1,613		962
Current assets	5,899		5,899		7,253
Property, plant and mine development, net	16,663		16,663		12,907
Investments	1,675		1,675		1,568
Investments in subsidiaries	0		0		0
Stockpiles and ore on leach pads	1,950		1,950		1,757
Deferred income tax assets	1,505		1,505		1,437
Other long-term assets	946		946		741
Total assets	28,638		28,638		25,663
Liabilities
Debt	539		539		259
Accounts payable	490		490		427
Employee-related benefits	229		229		288
Income and mining taxes	184		184		355
Other current liabilities	1,998		1,998		1,418
Current liabilities	3,440		3,440		2,747
Debt	3,771		3,771		4,182
Reclamation and remediation liabilities	1,032		1,032		984
Deferred income tax liabilities	2,735		2,735		1,488
Employee-related benefits	353		353		325
Other long-term liabilities	314		314		221
Total liabilities	11,645		11,645		9,947
Equity
Common stock	780		780		778
Additional paid-in capital	8,330		8,330		8,279
Accumulated other comprehensive income	1,310		1,310		1,108
Retained earnings	3,908		3,908		3,180
Newmont stockholders' equity	14,328		14,328		13,345
Noncontrolling interests	2,665		2,665		2,371
Total equity	16,993	13,555	16,993	13,555	15,716
Total liabilities and equity	28,638		28,638		25,663
Newmont Mining Corporation [Member]
Condensed Consolidating Statement of Income
Sales	0	0	0	0
Costs and expenses
Costs applicable to sales	0	0	0	0
Amortization	0	0	0	0
Reclamation and remediation	0	0	0	0
Exploration	0	0	0	0
Advanced projects, research and development	0	0	0	0
General and administrative	0	0	0	0
Other expense, net	0	0	0	0
Total costs and expenses	0	0	0	0
Other income (expense)
Other income, net	(2)	0	(8)	0
Interest income-intercompany	40	35	76	71
Interest expense-intercompany	(3)	(3)	(6)	(5)
Interest expense, net	(59)	(64)	(113)	(126)
Total other income (expense)	(24)	(32)	(51)	(60)
Income before income and mining tax and other items	(24)	(32)	(51)	(60)
Income and mining tax expense	5	9	15	150
Equity income (loss) of affiliates	406	405	937	838
Income from continuing operations	387		901
Loss from discontinued operations	0		0
Net income	387	382	901	928
Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Newmont stockholders	387	382	901	928
Operating activities:
Net income	387	382	901	928
Adjustments			39	(115)
Net change in operating assets and liabilities			(27)	(2)
Net cash provided from continuing operations			913	811
Net cash used in discontinued operations			0	0
Net cash provided from operations			913	811
Investing activities:
Additions to property, plant and mine development			0	0
Proceeds from sale of marketable securities			0	0
Purchases of marketable securities			0	0
Acquisitions, net			0
Proceeds from sale of other assets			0	0
Other			0	0
Net cash used in investing activities			0	0
Financing activities:
Net (borrowings) repayments			83	0
Net intercompany borrowings (repayments)			(831)	(751)
Sale of noncontrolling interests			0	0
Acquisition of noncontrolling interests				0
Dividends paid to common stockholders			(173)	(98)
Dividends paid to noncontrolling interests			0	0
Proceeds from stock issuance, net			8	30
Change in restricted cash and other			0	0
Net cash used in financing activities			(913)	(819)
Effect of exchange rate changes on cash			0	0
Net change in cash and cash equivalents			0	(8)
Cash and cash equivalents at beginning of period			0	8	8
Cash and cash equivalents at end of period	0	0	0	0
Assets
Cash and cash equivalents	0	0	0	0
Trade receivables	0		0		0
Accounts receivable	1,608		1,608		2,222
Investments	141		141		0
Inventories	0		0		0
Stockpiles and ore on leach pads	0		0		0
Deferred income tax assets	3		3		0
Other current assets	6		6		0
Current assets	1,758		1,758		2,222
Property, plant and mine development, net	0		0		0
Investments	0		0		0
Investments in subsidiaries	16,569		16,569		12,295
Stockpiles and ore on leach pads	0		0		0
Deferred income tax assets	661		661		638
Other long-term assets	2,617		2,617		2,675
Total assets	21,605		21,605		17,830
Liabilities
Debt	501		501		0
Accounts payable	3,008		3,008		355
Employee-related benefits	0		0		0
Income and mining taxes	0		0		19
Other current liabilities	66		66		56
Current liabilities	3,575		3,575		430
Debt	3,614		3,614		3,991
Reclamation and remediation liabilities	0		0		0
Deferred income tax liabilities	6		6		0
Employee-related benefits	5		5		5
Other long-term liabilities	389		389		375
Total liabilities	7,589		7,589		4,801
Equity
Preferred stock	0		0		0
Common stock	780		780		778
Additional paid-in capital	8,018		8,018		7,963
Accumulated other comprehensive income	1,310		1,310		1,108
Retained earnings	3,908		3,908		3,180
Newmont stockholders' equity	14,016		14,016		13,029
Noncontrolling interests	0		0		0
Total equity	14,016		14,016		13,029
Total liabilities and equity	21,605		21,605		17,830
Newmont USA [Member]
Condensed Consolidating Statement of Income
Sales	1,468	1,410	2,986	3,002
Costs and expenses
Costs applicable to sales	551	519	1,117	1,064
Amortization	156	143	315	286
Reclamation and remediation	37	10	48	19
Exploration	47	32	81	56
Advanced projects, research and development	41	25	68	54
General and administrative	39	37	73	75
Other expense, net	67	39	121	115
Total costs and expenses	938	805	1,823	1,669
Other income (expense)
Other income, net	41	13	67	14
Interest income-intercompany	2	2	4	4
Interest expense-intercompany	0	0	0	0
Interest expense, net	(3)	(4)	(12)	(16)
Total other income (expense)	40	11	59	2
Income before income and mining tax and other items	570	616	1,222	1,335
Income and mining tax expense	(111)	(227)	(319)	(466)
Equity income (loss) of affiliates	2	1	3	1
Income from continuing operations	461		906
Loss from discontinued operations	7		7
Net income	468	390	913	870
Net income attributable to noncontrolling interests	(173)	(185)	(365)	(428)
Net income attributable to Newmont stockholders	295	205	548	442
Operating activities:
Net income	468	390	913	870
Adjustments			362	319
Net change in operating assets and liabilities			(509)	(160)
Net cash provided from continuing operations			766	1,029
Net cash used in discontinued operations			0	(13)
Net cash provided from operations			766	1,016
Investing activities:
Additions to property, plant and mine development			(671)	(283)
Proceeds from sale of marketable securities			55	0
Purchases of marketable securities			0	0
Acquisitions, net			0
Proceeds from sale of other assets			(56)	8
Other			0	0
Net cash used in investing activities			(672)	(275)
Financing activities:
Net (borrowings) repayments			(276)	(257)
Net intercompany borrowings (repayments)			(2,018)	(23)
Sale of noncontrolling interests			0	229
Acquisition of noncontrolling interests				0
Dividends paid to common stockholders			0	0
Dividends paid to noncontrolling interests			(17)	(388)
Proceeds from stock issuance, net			0	0
Change in restricted cash and other			1	48
Net cash used in financing activities			(2,310)	(391)
Effect of exchange rate changes on cash			1	0
Net change in cash and cash equivalents			(2,215)	350
Cash and cash equivalents at beginning of period			3,877	3,067	3,067
Cash and cash equivalents at end of period	1,662	3,417	1,662	3,417
Assets
Cash and cash equivalents	1,662	3,417	1,662	3,417
Trade receivables	355		355		501
Accounts receivable	2,497		2,497		802
Investments	16		16		72
Inventories	363		363		388
Stockpiles and ore on leach pads	591		591		513
Deferred income tax assets	254		254		170
Other current assets	144		144		77
Current assets	5,882		5,882		6,400
Property, plant and mine development, net	5,687		5,687		5,364
Investments	22		22		25
Investments in subsidiaries	33		33		35
Stockpiles and ore on leach pads	1,413		1,413		1,347
Deferred income tax assets	685		685		690
Other long-term assets	653		653		496
Total assets	14,375		14,375		14,357
Liabilities
Debt	28		28		249
Accounts payable	920		920		1,269
Employee-related benefits	159		159		222
Income and mining taxes	15		15		261
Other current liabilities	388		388		373
Current liabilities	1,510		1,510		2,374
Debt	107		107		135
Reclamation and remediation liabilities	719		719		676
Deferred income tax liabilities	554		554		513
Employee-related benefits	255		255		244
Other long-term liabilities	47		47		56
Total liabilities	3,192		3,192		3,998
Equity
Preferred stock	0		0		0
Common stock	0		0		0
Additional paid-in capital	2,721		2,721		2,722
Accumulated other comprehensive income	(107)		(107)		(75)
Retained earnings	5,394		5,394		4,850
Newmont stockholders' equity	8,008		8,008		7,497
Noncontrolling interests	3,175		3,175		2,862
Total equity	11,183		11,183		10,359
Total liabilities and equity	14,375		14,375		14,357
Other Subsidiaries [Member]
Condensed Consolidating Statement of Income
Sales	916	743	1,863	1,393
Costs and expenses
Costs applicable to sales	375	335	759	664
Amortization	94	89	191	170
Reclamation and remediation	6	3	9	7
Exploration	42	21	70	40
Advanced projects, research and development	46	32	87	49
General and administrative	1	0	2	1
Other expense, net	20	21	39	35
Total costs and expenses	584	501	1,157	966
Other income (expense)
Other income, net	9	31	20	78
Interest income-intercompany	2	1	4	2
Interest expense-intercompany	(41)	(35)	(78)	(72)
Interest expense, net	(1)	(1)	(3)	(2)
Total other income (expense)	(31)	(4)	(57)	6
Income before income and mining tax and other items	301	238	649	433
Income and mining tax expense	(81)	(65)	(188)	(108)
Equity income (loss) of affiliates	50	63	139	130
Income from continuing operations	270		600
Loss from discontinued operations	(143)		(143)
Net income	127	236	457	455
Net income attributable to noncontrolling interests	30	(10)	10	(5)
Net income attributable to Newmont stockholders	157	226	467	450
Operating activities:
Net income	127	236	457	455
Adjustments			(729)	(725)
Net change in operating assets and liabilities			(4)	(89)
Net cash provided from continuing operations			(276)	(359)
Net cash used in discontinued operations			(2)	0
Net cash provided from operations			(278)	(359)
Investing activities:
Additions to property, plant and mine development			(349)	(345)
Proceeds from sale of marketable securities			0	1
Purchases of marketable securities			(15)	(7)
Acquisitions, net			(2,291)
Proceeds from sale of other assets			62	44
Other			(15)	(23)
Net cash used in investing activities			(2,608)	(330)
Financing activities:
Net (borrowings) repayments			(5)	(6)
Net intercompany borrowings (repayments)			2,849	855
Sale of noncontrolling interests			0	0
Acquisition of noncontrolling interests				(109)
Dividends paid to common stockholders			0	0
Dividends paid to noncontrolling interests			0	0
Proceeds from stock issuance, net			0	0
Change in restricted cash and other			(1)	0
Net cash used in financing activities			2,843	740
Effect of exchange rate changes on cash			57	(6)
Net change in cash and cash equivalents			14	45
Cash and cash equivalents at beginning of period			179	140	140
Cash and cash equivalents at end of period	193	185	193	185
Assets
Cash and cash equivalents	193	185	193	185
Trade receivables	63		63		81
Accounts receivable	1,356		1,356		265
Investments	46		46		41
Inventories	308		308		270
Stockpiles and ore on leach pads	105		105		104
Deferred income tax assets	51		51		7
Other current assets	1,463		1,463		885
Current assets	3,585		3,585		1,832
Property, plant and mine development, net	10,997		10,997		7,562
Investments	1,653		1,653		1,543
Investments in subsidiaries	2,692		2,692		1,909
Stockpiles and ore on leach pads	537		537		410
Deferred income tax assets	159		159		109
Other long-term assets	829		829		584
Total assets	20,452		20,452		13,949
Liabilities
Debt	10		10		10
Accounts payable	1,877		1,877		1,996
Employee-related benefits	70		70		66
Income and mining taxes	169		169		75
Other current liabilities	3,517		3,517		2,959
Current liabilities	5,643		5,643		5,106
Debt	50		50		56
Reclamation and remediation liabilities	313		313		308
Deferred income tax liabilities	2,175		2,175		975
Employee-related benefits	93		93		76
Other long-term liabilities	3,053		3,053		2,824
Total liabilities	11,327		11,327		9,345
Equity
Preferred stock	61		61		61
Common stock	0		0		0
Additional paid-in capital	6,991		6,991		3,894
Accumulated other comprehensive income	1,545		1,545		1,180
Retained earnings	(637)		(637)		(1,109)
Newmont stockholders' equity	7,960		7,960		4,026
Noncontrolling interests	1,165		1,165		578
Total equity	9,125		9,125		4,604
Total liabilities and equity	20,452		20,452		13,949
Eliminations [Member]
Condensed Consolidating Statement of Income
Sales	0	0	0	0
Costs and expenses
Costs applicable to sales	(9)	(6)	(19)	(11)
Amortization	0	(1)	0	(1)
Reclamation and remediation	0	0	0	0
Exploration	0	0	0	0
Advanced projects, research and development	(1)	0	(1)	0
General and administrative	10	6	20	12
Other expense, net	0	1	0	0
Total costs and expenses	0	0	0	0
Other income (expense)
Other income, net	0	0	0	0
Interest income-intercompany	(44)	(38)	(84)	(77)
Interest expense-intercompany	44	38	84	77
Interest expense, net	0	0	0	0
Total other income (expense)	0	0	0	0
Income before income and mining tax and other items	0	0	0	0
Income and mining tax expense	0	0	0	0
Equity income (loss) of affiliates	(458)	(471)	(1,077)	(973)
Income from continuing operations	(458)		(1,077)
Loss from discontinued operations	0		0
Net income	(458)	(471)	(1,077)	(973)
Net income attributable to noncontrolling interests	6	40	62	81
Net income attributable to Newmont stockholders	(452)	(431)	(1,015)	(892)
Operating activities:
Net income	(458)	(471)	(1,077)	(973)
Adjustments			1,077	973
Net change in operating assets and liabilities			0	0
Net cash provided from continuing operations			0	0
Net cash used in discontinued operations			0	0
Net cash provided from operations			0	0
Investing activities:
Additions to property, plant and mine development			0	0
Proceeds from sale of marketable securities			0	0
Purchases of marketable securities			0	0
Acquisitions, net			0
Proceeds from sale of other assets			0	0
Other			0	0
Net cash used in investing activities			0	0
Financing activities:
Net (borrowings) repayments			0	0
Net intercompany borrowings (repayments)			0	(81)
Sale of noncontrolling interests			0	0
Acquisition of noncontrolling interests				0
Dividends paid to common stockholders			0	0
Dividends paid to noncontrolling interests			0	81
Proceeds from stock issuance, net			0	0
Change in restricted cash and other			0	0
Net cash used in financing activities			0	0
Effect of exchange rate changes on cash			0	0
Net change in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0	0
Cash and cash equivalents at end of period	0	0	0	0
Assets
Cash and cash equivalents	0	0	0	0
Trade receivables	0		0		0
Accounts receivable	(5,326)		(5,326)		(3,201)
Investments	0		0		0
Inventories	0		0		0
Stockpiles and ore on leach pads	0		0		0
Deferred income tax assets	0		0		0
Other current assets	0		0		0
Current assets	(5,326)		(5,326)		(3,201)
Property, plant and mine development, net	(21)		(21)		(19)
Investments	0		0		0
Investments in subsidiaries	(19,294)		(19,294)		(14,239)
Stockpiles and ore on leach pads	0		0		0
Deferred income tax assets	0		0		0
Other long-term assets	(3,153)		(3,153)		(3,014)
Total assets	(27,794)		(27,794)		(20,473)
Liabilities
Debt	0		0		0
Accounts payable	(5,315)		(5,315)		(3,193)
Employee-related benefits	0		0		0
Income and mining taxes	0		0		0
Other current liabilities	(1,973)		(1,973)		(1,970)
Current liabilities	(7,288)		(7,288)		(5,163)
Debt	0		0		0
Reclamation and remediation liabilities	0		0		0
Deferred income tax liabilities	0		0		0
Employee-related benefits	0		0		0
Other long-term liabilities	(3,175)		(3,175)		(3,034)
Total liabilities	(10,463)		(10,463)		(8,197)
Equity
Preferred stock	(61)		(61)		(61)
Common stock	0		0		0
Additional paid-in capital	(9,400)		(9,400)		(6,300)
Accumulated other comprehensive income	(1,438)		(1,438)		(1,105)
Retained earnings	(4,757)		(4,757)		(3,741)
Newmont stockholders' equity	(15,656)		(15,656)		(11,207)
Noncontrolling interests	(1,675)		(1,675)		(1,069)
Total equity	(17,331)		(17,331)		(12,276)
Total liabilities and equity	$ (27,794)		$ (27,794)		$ (20,473)

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Commitments and Contingencies (Details)	6 Months Ended								6 Months Ended											6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 PEN	Dec. 31, 2010 USD ($)	Jun. 30, 2010	Mar. 31, 2009	Mar. 31, 2008	Mar. 31, 2007	Mar. 31, 2006	Jun. 30, 2011 Minimum royalty payable year one [Member] USD ($)	Jun. 30, 2011 Minimum royalty payable year two [Member] USD ($)	Jun. 30, 2011 Minimum royalty payable year three [Member] USD ($)	Jun. 30, 2011 Minimum royalty payable year four [Member] USD ($)	Jun. 30, 2011 Minimum royalty payable year five [Member] USD ($)	Jun. 30, 2011 Minimum royalty payable thereafter [Member] USD ($)	Jun. 30, 2011 Dawn [Member]	Jun. 30, 2011 NCC [Member]	Jun. 30, 2011 NUSA [Member]	Jun. 30, 2011 PTMDB [Member]	Jun. 30, 2011 PTNMR [Member]	Jun. 30, 2011 To PTPI From NIL NTMC [Member] USD ($)	Jun. 30, 2011 To NVL From PTPI [Member] USD ($)	Jun. 30, 2011 NWG Ownership In NewWest Gold [Member]	Jun. 30, 2011 Jacob Safra Ownership In NWG [Member]	Jun. 30, 2011 Fronteer Ownership In Aurora [Member]	Jun. 30, 2011 Yanacocha [Member]
Commitments and Contingencies (Textuals)
Accrued for reclamation obligations relating to mineral properties	$ 922,000,000		$ 904,000,000
Accrued reclamation operating costs current	43,000,000		46,000,000
Accrued obligation associated with former, primarily historic, mining activities	172,000,000		144,000,000
Range of reclamation and remediation liabilities upper limit	137.00%	137.00%
Range of reclamation and remediation liabilities lower limit	3.00%	3.00%
Ownership interest in subsidiaries															51.00%	100.00%	100.00%		80.00%						51.35%
Expenses made by EPA on the Remedial Investigation/Feasibility Study	12,000,000
Assumed royalty obligations as a percent of net smelter returns from operations on the Holt Property	0.013%	0.013%
Holt property sliding scale royalty percentage	0.013%	0.013%
Holt property Barrick royalty	0.013%	0.013%
Grey Eagle EPA expenditures	3,000,000
Ross Adams US Forest Service expenditures	300,000
Midnite Mine estimate of possible loss	150,000,000
Fine paid under protest for spill of elementary mercury	500,000	1,740,000
Percentage of ownership shares by the Indonesian government or Indonesian nationals in PTNNT				51.00%	44.00%	37.00%	30.00%	23.00%
Other company ownership percentage in affiliate	20.00%	20.00%																				86.00%	100.00%	42.00%
Aggregate interest to be offered	31.00%	31.00%
Sale and transfer of shares of interest percent				7.00%	7.00%	7.00%	7.00%	3.00%
PTMDB's ownership in PTNNT																		24.00%
Minimum royalty payable									28,000,000	28,000,000	28,000,000	28,000,000	28,000,000	251,000,000
Letters of Credit Surety Bonds and Bank Guarantees, outstanding	1,365,000,000		1,191,000,000
Legal damages																				$ 26,000,000	$ 11,000,000

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Supplementary Data (Details)	Jun. 30, 2011
Supplementary Data (Textuals)
Ratio of earnings to fixed charges	12.9

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Advanced Projects, Research and Development

6 Months Ended

Jun. 30, 2011

Advanced Projects, Research and Development [Abstract]

ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

NOTE 5 ADVANCED PROJECTS, RESEARCH AND DEVELOPMENT

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Hope Bay	$	41	$	25	$	79	$	35
Conga		5		2		6		3
Akyem		1		1		1		4
Technical and project services		18		11		33		23
Corporate		6		9		9		21
Other		15		9		26		17
	$	86	$	57	$	154	$	103