8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 29, 2007

NEWMONT MINING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31240

(Commission File Number)

84-1611629

(I.R.S. Employer Identification Number)

1700 Lincoln Street

Denver, Colorado 8020

(Address and zip code of principal executive offices)

(303) 863-7414

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 29, 2007, the board of directors of Newmont Mining Corporation (the “Company”) adopted a plan to discontinue its Merchant Banking Segment. Specifically, the Company has decided to dispose of its royalty portfolio and a portion of its existing equity investments within the next twelve months and not to make further investments in equity securities that do not support its core mining business. As a result of this decision, the Company concluded that the carrying value of Merchant Banking Segment goodwill was impaired under applicable accounting rules. Accordingly, the Company expects to recognize a $1,665 million non-cash impairment charge as part of discontinued operations in its Statement of Consolidated Income (Loss) for the three-month period ended June 30, 2007. At this time, the Company does not expect to incur additional material cash expenditures or charges in connection with the decision to discontinue its Merchant Banking Segment, other than normal expenditures related to the sale of assets.

Further to the impacts on the June 30, 2007 financial statements, certain amounts in prior periods will be reclassified to conform to the elimination of the Merchant Banking Segment. Reclassifications are required to balance sheet amounts and income (loss) statement results from the historical presentation for Assets and Liabilities of operations held for sale on the Consolidated Balance Sheets and for (Loss) income from discontinued operations in the Consolidated Statements of Income (Loss). Consolidated Statements of Cash Flows will also be reclassified for assets held for sale and discontinued operations. Pro-forma Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2007 and for the years ended December 31, 2006, 2005 and 2004 and the Pro-forma Condensed Consolidated Balance Sheet (Unaudited) at March 31, 2007, reflecting these reclassifications, are attached as Exhibit 99.1.

On July 5, 2007, the Company issued a news release announcing the discontinuation of the Merchant Banking Segment. A copy of the news release is filed as Exhibit 99.2 to this report.

Item 2.06 Material Impairments.

The information disclosed above in Item 2.05 is hereby incorporated by reference.

Item 8.01 Other Events.

In June 2007, the Company entered into transactions that closed out its obligation to physically deliver a total of 1.85 million ounces of gold in 2008, 2009 and 2011 under price-capped forward sales contracts. Under the terms of these contracts, the Company would have received the lower of the spot price on the delivery date or the capped price, ranging from $381 to $392 per ounce. On July 5, 2007, the afternoon fixing price for gold on the London Bullion Market was $651.00 per ounce and the closing price of gold (bid) on the New York Commodity Exchange was $648.20 per ounce. The forward sales contracts were accounted for as normal sales contracts under accounting rules. Accordingly, changes in the fair value of these contracts were not included on the consolidated financial statements. The June 2007 transactions resulted in cash payments of $578 million to settle the future obligations. The Company funded payments to eliminate these obligations with borrowings under its $2.0 billion senior revolving credit facility. After reduction for deferred revenues of $47 million previously recognized for these contracts, the Company will report a pre-tax loss on settlement of the contracts of approximately $531 million for the second quarter of 2007.

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After the completion of these transactions, the Company has no gold under price-capped forward sales or similar hedging contracts. As a result, the Company expects to recognize market gold prices as revenue on future gold sales.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Pro Forma Condensed Consolidated Financial Statements (Unaudited)
99.2	Press Release

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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 hereunto duly authorized.

NEWMONT MINING CORPORATION
By:	/s/ Sharon E. Thomas
Name:	Sharon E. Thomas
Title:	Vice President and Secretary

Dated: July 6, 2007

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Pro Forma Condensed Consolidated Financial Statements (Unaudited)
99.2	Press Release

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EX-99.1

Exhibit 99.1

Newmont Mining Corporation

Pro-forma Condensed Consolidated Financial Statements (Unaudited)

On June 29, 2007, the Company’s board of directors adopted a plan to cease Merchant Banking activities. Merchant Banking previously provided advisory services to assist in managing the company’s portfolio of operating and property interests. Merchant Banking was also engaged in developing value optimization strategies for operating and non-operating assets, business development activities, potential merger and acquisition analysis and negotiations, monetizing inactive exploration properties, capitalizing on proprietary technology and know-how and acting as an internal resource for other corporate groups to improve and maximize business outcomes. As a result, the Company will record a $1,655 million non-cash impairment charge to write off the goodwill associated with the Merchant Banking Segment in the three-month period ended June 30, 2007. Additionally, the Company will reflect the Merchant Banking operations within discontinued operations in the June 30, 2007 statement of income (loss) as well as revise its income statements for prior periods accordingly.

The accompanying Pro-forma Condensed Consolidated Balance Sheet (Unaudited) at March 31, 2007 reflects the impact of the plan to discontinue the Merchant Banking Segment as if such decision had occurred effective March 31, 2007. The Pro-forma Condensed Consolidated Statements of Income (Unaudited) for the three-months ended March 31, 2007 and for the years ended December 31, 2006, 2005 and 2004 reflect reclassifications required to reflect the impact of the plan to discontinue the Merchant Banking Segment as if such decision had occurred effective January 1, 2004. These unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Newmont Mining Corporation.

NEWMONT MINING CORPORATION

PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Three Months Ended March 31, 2007

(in millions except per share)

	As previously reported			Pro-forma adjustments (1)			After pro-forma adjustments
Revenues
Sales - gold, net	$	1,043					$	1,043
Sales - copper, net		213						213
		1,256			—			1,256
Costs and expenses
Costs applicable to sales (exclusive of depreciation, depletion and amortization shown separately below)
Gold		676						676
Copper		128						128
Depreciation, depletion and amortization		192			(4	)		188
Exploration		40						40
Advanced projects, research and development		18			(4	)		14
General and administrative		37						37
Other expense, net		22			(1	)		21
		1,113			(9	)		1,104
Other income (expense)
Other income, net		67			(58	)		9
Interest expense, net		(24	)					(24	)
		43			(58	)		(15	)
Income from continuing operations before income tax expense, minority interest and equity income of affiliates		186			(49	)		137
Income tax expense		(62	)		7			(55	)
Minority interest in income of subsidiaries		(56	)					(56	)
Equity income of affiliates		—						—
Income from continuing operations (2)	$	68		$	(42	)	$	26
Income from continuing operations per common share
Basic:	$	0.15					$	0.06
Diluted:	$	0.15					$	0.06
Basic weighted-average common shares outstanding		451						451
Diluted weighted-average common shares outstanding		452						452

(1) - Historical income and expenses of the Merchant Banking Segment.

(2) - The results of operations for the Merchant Banking Segment have been removed from the pro-forma income statement. A $1,665 million goodwill impairment charge has not been included in the pro-forma income statement but will be reflected in the June 30, 2007 income statement.

NEWMONT MINING CORPORATION

PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Year Ended December 31, 2006

(in millions except per share)

	As previously reported			Pro-forma adjustments (1)			After pro-forma adjustments
Revenues
Sales - gold, net	$	4,316					$	4,316
Sales - copper, net		671						671
		4,987			—			4,987
Costs and expenses
Costs applicable to sales (exclusive of depreciation, depletion and amortization shown separately below)
Gold		2,207						2,207
Copper		308						308
Depreciation, depletion and amortization		636			(19	)		617
Exploration		170						170
Advanced projects, research and development		94			(14	)		80
General and administrative		149						149
Other expense, net		152			(6	)		146
		3,716			(39	)		3,677
Other income (expense)
Other income, net		451			(433	)		18
Interest expense, net		(97	)					(97	)
		354			(433	)		(79	)
Income from continuing operations before income tax expense, minority interest and equity income of affiliates		1,625			(394	)		1,231
Income tax expense		(424	)		81			(343	)
Minority interest in income of subsidiaries		(363	)					(363	)
Equity income of affiliates		2						2
Income from continuing operations (2)	$	840		$	(313	)	$	527
Income from continuing operations per common share
Basic:	$	1.87					$	1.17
Diluted:	$	1.86					$	1.17
Basic weighted-average common shares outstanding		450						450
Diluted weighted-average common shares outstanding		452						452

(1) - Historical income and expenses of the Merchant Banking Segment.

(2) - The results of operations for the Merchant Banking Segment have been removed from the pro-forma income statement. A goodwill impairment charge has not been included in the pro-forma income statement but will be reflected in the June 30, 2007 income statement.

NEWMONT MINING CORPORATION

PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Year Ended December 31, 2005

(in millions except per share)

	As previously reported			Pro-forma adjustments (1)			After pro-forma adjustments
Revenues
Sales - gold, net	$	3,680					$	3,680
Sales - copper, net		672						672
		4,352			—			4,352
Costs and expenses
Costs applicable to sales (exclusive of depreciation, depletion and amortization shown separately below)
Gold		1,990						1,990
Copper		303						303
Depreciation, depletion and amortization		635			(21	)		614
Exploration		147						147
Advanced projects, research and development		73			(16	)		57
General and administrative		134						134
Other expense, net		196			(1	)		195
		3,478			(38	)		3,440
Other income (expense)
Other income, net		269			(174	)		95
Interest expense, net		(97	)					(97	)
		172			(174	)		(2	)
Income from continuing operations before income tax expense, minority interest and equity income of affiliates		1,046			(136	)		910
Income tax expense		(310	)		9			(301	)
Minority interest in income of subsidiaries		(380	)					(380	)
Equity income of affiliates		4						4
Income from continuing operations (2)	$	360		$	(127	)	$	233
Income from continuing operations per common share
Basic:	$	0.81					$	0.52
Diluted:	$	0.80					$	0.52
Basic weighted-average common shares outstanding		446						446
Diluted weighted-average common shares outstanding		449						449

(1) - Historical income and expenses of the Merchant Banking Segment.

(2) - The results of operations for the Merchant Banking Segment have been removed from the pro-forma income statement. A goodwill impairment charge has not been included in the pro-forma income statement but will be reflected in the June 30, 2007 income statement.

NEWMONT MINING CORPORATION

PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Year Ended December 31, 2004

(in millions except per share)

	As previously reported			Pro-forma adjustments (1)			After pro-forma adjustments
Revenues
Sales - gold, net	$	3,540					$	3,540
Sales - copper, net		786						786
		4,326			—			4,326
Costs and expenses
Costs applicable to sales (exclusive of depreciation, depletion and amortization shown separately below)
Gold		1,878						1,878
Copper		305						305
Depreciation, depletion and amortization		652			(24	)		628
Exploration		107						107
Advanced projects, research and development		80			(7	)		73
General and administrative		116						116
Other expense, net		125			(4	)		121
		3,263			(35	)		3,228
Other income (expense)
Other income, net		102			(41	)		61
Interest expense, net		(97	)					(97	)
		5			(41	)		(36	)
Income from continuing operations before income tax expense, minority interest and equity income of affiliates		1,068			(6	)		1,062
Income tax expense		(324	)					(324	)
Minority interest in income of subsidiaries		(335	)					(335	)
Equity income of affiliates		2						2
Income from continuing operations (2)	$	411		$	(6	)	$	405
Income from continuing operations per common share
Basic:	$	0.93					$	0.91
Diluted:	$	0.92					$	0.91
Basic weighted-average common shares outstanding		443						443
Diluted weighted-average common shares outstanding		447						447

(1) - Includes historical income and expenses of the Merchant Banking Segment.

(2) - The results of operations for the Merchant Banking Segment have been removed from the pro-forma income statement. A goodwill impairment charge has not been included in the pro-forma income statement but will be reflected in the June 30, 2007 income statement.

NEWMONT MINING CORPORATION

PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

At March 31, 2007

(in millions)

	As previously reported		Pro-forma adjustments		After pro-forma adjustments
ASSETS
Cash and cash equivalents	$	786			$	786
Marketable securities and other short-term investments (3)		130	754			884
Trade receivables		275	—			275
Accounts receivable		142	(10	)		132
Inventories		381				381
Stockpiles and ore on leach pads		353				353
Deferred income tax assets		149	(2	)		147
Other current assets		79				79
Current assets		2,295	742			3,037
Property, plant and mine development, net		7,036	(249	)		6,787
Investments (3)		1,230	(761	)		469
Long-term stockpiles and ore on leach pads		805				805
Deferred stripping costs		—				—
Deferred income tax assets		638				638
Other long-term assets		185				185
Goodwill (1)		2,986	(1,665	)		1,321
Assets of operations held for sale (2)		—	268			268
Total assets	$	15,175	(1,665	)	$	13,510
LIABILITIES
Current portion of long-term debt	$	164			$	164
Accounts payable		291				291
Employee-related benefits		161				161
Derivative instruments		41				41
Income and mining taxes		334	(51	)		283
Other current liabilities		475	(2	)		473
Current liabilities		1,466	(53	)		1,413
Long-term debt		1,726				1,726
Reclamation and remediation liabilities		528				528
Deferred income tax liabilities		569	(175	)		394
Employee-related benefits		310				310
Other long-term liabilities		226	(62	)		164
Liabilities of operations held for sale (2)		—	290			290
Total liabilities		4,825	—			4,825
Minority interest in subsidiaries		1,163				1,163
STOCKHOLDERS’ EQUITY
Common stock		680				680
Additional paid-in capital		6,726				6,726
Accumulated other comprehensive income		582				582
Retained earnings (deficit) (1)		1,199	(1,665	)		(466	)
Total stockholders’ equity		9,187	(1,665	)		7,522
Total liabilities and stockholders’ equity	$	15,175	(1,665	)	$	13,510

(1) - Includes Merchant Banking Segment $1,665 million goodwill impairment.

(2) - Includes historical net assets or liabilities of the Merchant Banking Segment after a $1,665 million goodwill impairment charge.

(3) - Includes reclassification of marketable equity securities expected to be sold within twelve months.

EX-99.2

Exhibit 99.2

NEWMONT ELIMINATES GOLD HEDGES, CREATING THE WORLD’S LARGEST

UNHEDGED GOLD COMPANY, AND ANNOUNCES STRATEGIC INITIATIVES

Denver, Colorado, July 5, 2007 – Newmont Mining Corporation (NYSE: NEM) today announced the elimination of its entire 1.85 million ounce gold hedge position, establishing the Company as the world’s largest unhedged gold producer. Newmont also announced plans to monetize components of its royalty and equity portfolio in the next twelve months, resulting in the discontinuation of the Company’s Merchant Banking Segment as a separate business unit.

Commenting on the Company’s strategic initiatives, newly appointed Chief Executive Officer, Richard O’Brien, said, “With the elimination of our gold hedge book, we have renewed our commitment to maximizing gold price leverage for our shareholders. In addition, we are focused on delivering improvements in our operating performance and cost structure going forward. We intend to realize the value from a significant portion of our non-core, Merchant Banking portfolio and use the proceeds to fund the development and growth of our core gold business.”

During June 2007, the Company spent $578 million to eliminate its entire 1.85 million ounce price-capped forward sales contracts. The Company will report a pre-tax loss of approximately $531 million on the early settlement of these contracts, after a $47 million reversal of previously recognized deferred revenue.

In addition, as a result of the Company’s decision to discontinue its Merchant Banking Segment and monetize components of its equity and royalty portfolio, the carrying value of the Merchant Banking Segment goodwill was impaired as of June 30, 2007. Consequently, the Company expects to incur a non-cash impairment charge of approximately $1.7 billion, to be recorded as part of discontinued operations, in the second quarter of 2007. The Company has engaged financial and legal advisors to evaluate alternatives to maximize the realized value of the discontinued Merchant Banking portfolio. Potential alternatives include, among others, a public offering and/or private sale transactions.

Commenting on the Company’s path forward, Mr. O’Brien said, “These transactions form the foundation of a renewed focus on our core gold business. Looking forward, we intend to maximize gold price leverage for our shareholders, establish a sustainable and reliable production base at competitive operating and capital costs, maintain our financial strength and flexibility, and capitalize on our exploration portfolio and land position.”

Investor Contact:	Randy Engel	(303) 837-6033	randy.engel@newmont.com
Media Contact:	Omar Jabara	(303) 837-5114	omar.jabara@newmont.com

NEWMONT - Hedge Book Elimination and Strategic Initiatives (July 6, 2007) Page 1 of 2

Cautionary Statement

This news release contains “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, that are intended to be covered by the safe harbor created by such sections. Such forward-looking statements include, without limitation, statements regarding future asset sales or other transactions and use of proceeds of such sales. Where the company expresses or implies 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, 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 such forward-looking statements. For a detailed discussion of risks, see the company’s 2006 Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission, as well as the company’s other SEC filings. The company does not undertake any obligation to release publicly revisions to any “forward-looking statement,” to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

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