Edgar Filing: NEWMONT MINING CORP /DE/

Prepared by R.R. Donnelley Financial -- Amendment #1 to Form 10-Q dated March 31, 2002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

AMENDMENT NO.1
to

FORM 10-Q/A

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED March 31, 2002

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 (State or other jurisdiction incorporation or organization)		84-1611629 (I.R.S. Employer Identification No.)

1700 Lincoln Street, Denver, Colorado (Address of principal executive offices)		80203 (Zip Code)

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

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. xYesoNo

There were 340,161,190 shares of common stock outstanding on May 6, 2002 (and 55,182,449 exchangeable shares).

PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMONT MINING CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended
	March 31,


	2002			2001

		Unaudited
		(in thousands, except per share)
Sales and other income		As Revised
Sales – gold	$	482,234		$	424,097
Sales – base metals		11,514			—
Royalties		3,192			—
Dividends, interest, foreign currency exchange and other income (loss)		1,023			3,428

		497,963			427,525


Costs and expenses
Costs of sales		333,146			267,860
Depreciation, depletion and amortization		103,001			75,176
Exploration and research		11,567			15,315
General and administrative		21,315			15,911
Interest, net of capitalized interest of $1,222 and $2,847, respectively		28,224			20,272
Merger and restructuring		—			60,510
Other		870			3,543

		498,123			458,587


Operating loss		(160	)		(31,062	)
Gain on derivative instruments		6,331			15,573


Pre-tax income (loss) before minority interest and equity loss		6,171			(15,489	)
Income tax expense		(4,816	)		(2,546	)
Minority interest in income of affiliates		(10,643	)		(14,816	)
Equity income (loss) of affiliates		516			(4,395	)


Net loss	$	(8,772	)	$	(37,246	)
Preferred stock dividend		(1,869	)		(1,869	)


Net loss applicable to common shares	$	(10,641	)	$	(39,115	)


Net loss	$	(8,772	)	$	(37,246	)
Other comprehensive income (loss), net of tax		31,487			(4,657	)


Comprehensive income (loss)	$	22,715		$	(41,903	)


Net loss per common share, basic and diluted	$	(0.04	)	$	(0.20	)


Basic and diluted weighted average shares outstanding		281,467			192,607
Cash dividends declared per common share	$	0.03		$	0.03

See Notes to Consolidated Financial Statements

NEWMONT MINING CORPORATION
CONSOLIDATED BALANCE SHEETS
Unaudited


	March 31,				December 31,
	2002				2001


	(in thousands)
Assets		As Revised
Cash and cash equivalents	$	511,558		$	149,431
Short-term investments		17,910			8,185
Accounts receivable		51,485			19,088
Inventories		513,806			384,202
Marketable securities of Lihir		84,002			66,918
Prepaid taxes		13,345			29,229
Derivative instruments		20,851			—
Current portion of deferred income tax assets		29,747			9,627
Other current assets		135,526			42,780


Current assets		1,378,230			709,460
Property, plant and mine development, net		4,335,681			2,207,048
Investments		1,008,823			559,809
Long-term inventory		91,924			92,689
Derivative instruments		50,813			2,621
Goodwill		2,506,935			—
Intangible assets		45,997			—
Deferred income tax assets		481,423			398,391
Other long-term assets		134,191			92,387

Total assets	$	10,034,017		$	4,062,405

Liabilities
Current portion of long-term debt	$	440,077		$	192,151
Accounts payable		85,255			80,884
Current portion of deferred income tax liabilities		25,895			7,914
Derivative instruments		124,286			1,331
Other accrued liabilities		317,434			203,531

Current liabilities		992,947			485,811
Long-term debt		1,736,718			1,089,718
Reclamation and remediation liabilities		259,070			176,934
Deferred revenue from sale of future production		191,039			191,039
Derivative instruments		377,885			8,260
Deferred income tax liabilities		572,262			133,621
Employee related benefits		148,373			156,834
Other long-term liabilities		214,974			88,661

Total liabilities		4,493,268			2,330,878

Contingencies (Notes 5, 7 and 14)
Minority interest in affiliates		298,336			251,479

Stockholders’ equity
Convertible preferred stock		11,500			11,500
Common stock		537,139			313,881
Additional paid-in capital		4,976,629			1,458,369
Accumulated other comprehensive income (loss)		19,633			(11,854	)
Retained deficit		(302,488	)		(291,848	)

Total stockholders’ equity		5,242,413			1,480,048

Total liabilities and stockholders’ equity	$	10,034,017		$	4,062,405

See Notes to Consolidated Financial Statements

NEWMONT MINING CORPORATION
STATEMENTS OF CONSOLIDATED CASH FLOW

	Three Months Ended
	March 31,


		2002			2001

		Unaudited
		(in thousands)
Operating activities:		As Revised
Net loss	$	(8,772	)	$	(37,246	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization		103,001			75,176
Amortization of capitalized mining costs		7,498			9,612
Deferred tax benefit		(666	)		(19,790	)
Gain on derivative instruments		(6,331	)		(15,573	)
Noncash merger and restructuring expenses		—			21,589
Foreign currency exchange loss		3,621			1,017
Minority interest, net of dividends		10,643			9,618
Undistributed (gains) losses of affiliated subsidiaries		(516	)		4,395
Gain on sale of assets and other		(4,452	)		(674	)
(Increase) decrease in operating assets:
Accounts receivable		18,920			4,216
Inventories		5,305			29,735
Other assets		16,642			8,215
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		(43,642	)		(66,314	)
Other liabilities		(28,648	)		(5,369	)

Net cash provided by operating activities		72,603			18,607

Investing activities:
Additions to property, plant and mine development		(53,278	)		(99,813	)
Repayments (advances to) from joint ventures and affiliates		(24,750	)		8,794
Proceeds from sale of short-term investments		406,731			—
Net cash effect of acquisitions		(18,313	)		—
Proceeds from asset sales and other		269			188

Net cash provided by (used in) investing activities		310,659			(90,831	)

Financing activities:
Repayment of short-term debt		—			(10,000	)
Proceeds from long-term debt		450,431			462,000
Repayment of long-term debt		(475,244	)		(448,560	)
Dividends paid on common and preferred stock		(13,792	)		(7,730	)
Decrease in restricted cash		—			40,000
Proceeds from stock issuance and other		15,739			(324	)

Net cash (used in) provided by financing activities		(22,866	)		35,386

Effect of exchange rate changes on cash		1,731			6,459

Net change in cash and cash equivalents		362,127			(30,379	)
Cash and cash equivalents at beginning of period		149,431			77,558

Cash and cash equivalents at end of period	$	511,558		$	47,179

Supplemental information:
Interest paid, net of amounts capitalized of $1,222 and $2,847, respectively	$	31,916		$	28,175
Income taxes paid	$	13,974		$	18,424

See Notes to Consolidated Financial Statements

NEWMONT MINING CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

(1) Basis of Preparation and Revision of Financial Statements

These unaudited interim consolidated financial statements of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles as long as the statements are not misleading. In the opinion of management, all adjustments necessary for a fair presentation of these interim statements have been included. These adjustments are of a normal recurring nature, except for the effects of the February 2002 acquisitions as described below. These interim financial statements should be read in conjunction with the consolidated financial statements of Newmont included in its 2001 Annual Re port on Form 10-K and information on Form 8-K dated February 15, 2002, including Amendment No.1, filed on April 16, 2002.

Certain prior year amounts have been reclassified to conform to the current year presentation. References to “A$” refers to Australian currency, and “$” or “US$”, to United States currency.

On February 13, 2002, Newmont stockholders approved adoption of an Agreement and Plan of Merger that provided for a restructuring of Newmont to facilitate the February 2002 acquisitions described below and to create a flexible corporate structure. Newmont merged with an indirect, wholly-owned subsidiary that resulted in Newmont (or old Newmont) becoming a direct wholly-owned subsidiary of a newly formed holding company. The new holding company, previously a direct, wholly-owned subsidiary of old Newmont, was renamed Newmont Mining Corporation. There was no impact to the Consolidated Financial Statements of Newmont as a result of this restructuring and former stockholders of old Newmont became stockholders of the new holding company.

Subsequent to the filing of the first quarter Form 10-Q, the Company determined that certain adjustments were required to the financial statements for the three-month period ended March 31, 2002. Overall, the adjustments reduced the first quarter net loss by $0.2 million, or $0.0 per share. These adjustments primarily were necessitated to properly present the conversion to US GAAP and translation to US dollars of certain financial statement balances of the recently acquired Newmont Australia Limited (formerly Normandy Mining Limited). In addition, certain other adjustments were required to properly record first quarter income related to insurance settlements, insurance expense of the Company’s equity investee, and income related to a property sale. Accordingly, the Company has revised its first quarter financial statements, primarily resulting in a decrease in the first quarter operating loss from $13.2 million to $0.2 million, a decrease in the gain on derivative instruments from $19.0 million to $6.3 million, a decrease in minority income from affiliates from $12.5 million to $10.6 million, and an increase in equity income of affiliates to $0.5 million from a loss of $1.2 million. See Note 18 for the principle effects of the revision.

(2) Acquisitions of Normandy and Franco-Nevada

In November 2001, Newmont announced proposed acquisitions of Normandy Mining Limited (“Normandy”), an Australian company, and Franco-Nevada Mining Corporation Limited (“Franco-Nevada”), a Canadian company. On February 16, 2002, Newmont completed the acquisition of Franco-Nevada pursuant to a Plan of Arrangement. On February 20, 2002, Newmont gained control of Normandy through an off-market bid for all of the ordinary shares in the capital of Normandy. For accounting purposes, the effective date of the Normandy acquisition was the close of business on February 15, 2002, when Newmont received binding tenders for more than 50% of the shares of Normandy. Accordingly, the results of operations of Normandy and Franco-Nevada have been included in the accompanying financial statements from February 16, 2002 forward. On February 26, 2002, when the off-market bid for Normandy expired, N ewmont had a relevant interest in more than 96% of Normandy’s outstanding shares. NMC exercised their compulsory acquisition rights under Australian law to acquire the remaining shares of Normandy in April 2002.

Consideration paid for Normandy included 3.85 shares of Newmont common stock for every 100 ordinary shares of Normandy (including ordinary shares represented by American depositary receipts) plus A$0.50 per Normandy share, or the U.S. dollar equivalent of that amount for Normandy stockholders outside Australia. Pursuant to a Canadian Plan of Arrangement, Newmont acquired Franco-Nevada in a stock-for-stock transaction in which Franco-Nevada common stockholders received 0.8 of a share of Newmont common stock or 0.8 of a Canadian exchangeable share (exchangeable for Newmont common), for each common share of Franco-Nevada. The exchangeable shares are substantially equivalent to Newmont common shares. The purchase price for these acquisitions totaled $4.3 billion, comprised of 197.4 million Newmont shares (or share equivalents), $462.1 million in cash and approximately $90 million of direct costs. The value of Newmont shares (or share equivalents) was

$19.01 per share based on the average market price of the shares over the two-day period before and after January 2, 2002, the last trading day before the final and revised terms for the acquisitions were announced.

The combination of Newmont, Normandy and Franco-Nevada was executed to create a platform for rational growth and for delivering consistent, superior returns to shareholders. With a larger global operating base, a broad and balanced portfolio of development projects and a stable income stream from mineral royalties and investments, the combined company will have opportunities to continually optimize returns. Newmont also expects to realize synergies through rationalization of corporate overhead and exploration programs, realization of operating efficiencies, and reductions in operating and procurement costs, interest expense and income taxes.

The acquisitions were accounted for using the purchase method of accounting whereby assets acquired and liabilities assumed were recorded at their fair market values as of the date of acquisition. The excess of the purchase price over such fair value was recorded as goodwill. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” goodwill was assigned to specific reporting units and will be reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value. The following reflects the preliminary purchase allocation for the acquisition of 100% of Normandy (in millions, except per share data):

Shares of NMC common stock issued to Normandy stockholders, including shares attributable to Franco-Nevada’s 19.8% investment in Normandy		86.8
Value of NMC stock per share	$	19.01

Fair value of NMC common stock issued	$	1,649.9
Plus-Cash consideration of A$0.50 per share		462.1
Plus-Fair value of Normandy stock options cancelled by Newmont		6.0
Plus-Estimated direct acquisition costs incurred by Newmont		60.0

Total Purchase Price		2,178.0
Plus-Fair value of liabilities assumed by Newmont:
Current liabilities, excluding accrued acquisition costs and settlement of stock options		195.7
Long-term debt, including current portion		935.7
Derivative instrument liabilities		414.5
Other long-term liabilities		453.1
Minority interests acquired		37.2
Less-Fair value of assets acquired by Newmont:
Current assets		(460.6	)
Property, plant and equipment, including mineral reserves		(1,171.9	)
Purchased undeveloped mineral interests		(640.9	)
Exploration properties		(33.1	)
Equity investments in mining operations		(216.5	)
Other long-term assets		(273.1	)
Intangible assets		(12.7	)


Residual purchase price allocated to goodwill	$	1,405.4

The following table reflects the preliminary purchase allocation for the acquisition of Franco-Nevada (in millions, except per share data):

Shares of NMC common stock (or equivalents) issued to Franco-Nevada stockholders, excluding shares attributable to Franco-Nevada’s 19.8% investment in Normandy		110.6
Value of NMC stock per share	$	19.01

Fair value of NMC common stock issued	$	2,101.2
Plus-Fair value of Franco-Nevada options assumed by Newmont		30.4
Plus-Fair value of Franco-Nevada warrants assumed by Newmont		13.3
Plus-Estimated direct acquisition costs incurred by Newmont		30.0

Total purchase price		2,174.9
Plus-Fair value of liabilities assumed by Newmont:
Current liabilities, excluding accrual of acquisition costs		8.5
Other liabilities		209.9
Less-Fair value of assets acquired by Newmont:
Current assets		(708.0	)
Fair value of mining royalty properties		(404.2	)
Fair value of investments in affiliated companies (excluding the 19.8% interest in Nrmandy)		(108.0	)


Residual purchase price allocated to goodwill	$	1,173.1

The purchase price allocations for Normandy and Franco-Nevada are preliminary and will be finalized following the completion of an independent appraisal expected to be available by the end of the quarter ended June 30, 2002. The final purchase price allocations may differ from the preliminary allocation presented above.

For information purposes only, the following unaudited pro forma data reflect the consolidated results of operations of Newmont as if the acquisitions of Normandy and Franco-Nevada had taken place on January 1, 2001 (in millions, except per share data):

	Three months ended

	March 31,			March 31,
	2002			2001

	As Revised
Sales and other income	$	651.3		$	737.4
Net loss applicable to common shares	$	(139.1	)	$	(80.9	)
Basic and diluted loss per common share	$	(0.35	)	$	(0.21	)
Basic and diluted weighted average common shares outstanding		393.9			390.0

On a pro forma basis during the quarters ended March 31, 2002 and 2001, the net loss reflects mark-to-market losses on derivative instruments totaling $161.3 million and $111.2 million, respectively, net of tax. The above pro forma amounts do not include the application of hedge accounting to significant portions of acquired derivative instruments. The net loss for the quarter ended March 31, 2001 includes $43.7 million of non-recurring expenses, net of tax, associated with Newmont’s merger with Battle Mountain Gold Company (“Battle Mountain”). The pro forma information is not indicative of the results of operations that would have occurred had the acquisitions been consummated on January 1, 2001. The information is not indicative of the combined company’s future results of operations.

As part of the purchase of Normandy and Franco-Nevada during the quarter ended March 31, 2002, Newmont acquired identifiable intangible assets, other than goodwill, of $46.0 million, primarily for exploration properties. These intangible assets are not subject to amortization and will be tested for impairment at least annually.

The allocation of goodwill to reporting units is preliminary and is expected to be finalized by the end of the second quarter; therefore, the final allocation could differ from the preliminary amount. Changes in the carrying amount of goodwill by reporting unit during the quarters ended March 31, 2002 are summarized in the following table (in millions):

									Other
	North		South				Base		Mining		Merchant
	America		America		Australia		Metals		Operations		Banking		Total


Balance at January 1, 2002	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Preliminary purchase price allocation		252.6		—		676.3		159.0		288.7		1,130.3		2,506.9
Impairment losses		—		—		—		—		—		—		—
Gain (loss) on disposal of separate reporting units		—		—		—		—		—		—		—

Balance at March 31, 2002	$	252.6	$	—	$	676.3	$	159.0	$	288.7	$	1,130.3	$	2,506.9

Following the February 2002 acquisitions, Normandy was renamed Newmont Australia Ltd. and Franco-Nevada was renamed Newmont Mining Corporation of Canada Limited. Old Newmont was renamed Newmont USA Limited.

(3) Merger with Battle Mountain Gold Company

On January 10, 2001, Newmont completed a merger with Battle Mountain where each share of common stock of Battle Mountain and each exchangeable share of Battle Mountain Canada Ltd. (a wholly-owned subsidiary of Battle Mountain) was converted into the right to receive 0.105 share of Newmont common stock, or approximately 24.1 million shares. Newmont also exchanged 2.3 million shares of newly issued $3.25 convertible preferred stock for all outstanding shares of Battle Mountain’s $3.25 convertible preferred stock. The merger was accounted for as a pooling of interests, and as such, the consolidated financial statements include Battle Mountain’s financial data as if Battle Mountain had always been part of Newmont.

(4) Inventories

	At March 31,		At December 31,
	2002		2001

	(in thousands)
Current:	As Revised
Ore and in-process inventories	$	338,254	$	280,419
Precious metals		60,425		10,302
Materials and supplies		115,127		92,556
Other		—		925


	$	513,806	$	384,202


Non-current:
Ore in stockpiles	$	91,924	$	92,689

(5) Investments

	At March 31,		At December 31,
	2002		2001

	(in thousands)
Investments in affiliates:	As Revised
Batu Hijau	$	585,024	$	559,809
TVX Newmont Americas		167,600		—
Australian Magnesium Corporation		34,700		—
Australian Gold Refinery		10,300		—

		797,624		559,809


Other:
Echo Bay Mines		108,000		—
Infrastructure Bond		103,199		—


		211,199		—

	$	1,008,823	$	559,809

Investments in Affiliated Companies

Batu Hijau

Newmont has an indirect 45% interest in P.T. Newmont Nusa Tenggara (PTNNT), the owner of the Batu Hijau copper/gold mine in Indonesia, through the Nusa Tenggara Partnership (NTP). The equity investment in Batu Hijau was $585.0 million and $559.8 million at March 31, 2002 and December 31, 2001, respectively, based on accounting principles generally accepted in the U.S. Differences between 56.25% of NTP’s net assets and Newmont’s investment include (i) $202.6 million for the fair market value adjustment recorded by NTP in conjunction with Newmont’s initial contribution, (ii) $25.5 million for intercompany charges, (iii) $113.0 million for the fair market value adjustment recorded by Newmont in conjunction with the purchase of a subsidiary minority interest and (iv) $139.8 million for contributions recorded by Newmont that were classified as debt by NTP. Certain of these amounts are amortized or deprec iated on a unit-of-production basis. (See Note 13 for a description of Newmont’s equity loss in Batu Hijau, where the net loss reflects the elimination of interest between PTNNT and NTP.) NTP’s long-term debt was guaranteed by Newmont and our partner until project completion tests were met in October 2000, at which time such debt became non-recourse to Newmont. Repayment of this debt is in semi-annual installments of $43.5 million through November 2010, and $22.1 million from May 2011 through November 2013.

On May 9, 2002, PTNNT completed a restructuring of its $1.0 billion project financing facility (Senior Debt) that provides PTNNT the capability to defer up to a total of $173.4 million in principal payments scheduled for 2002 and 2003. Any deferred principal amounts will be amortized between 2004 and 2010. Under this restructuring, PTNNT is not permitted to pay dividends or make other restricted payments to NTP’s partners as long as any amount of deferred principal is outstanding; however, there is no restriction on prepaying any of the deferred principal amounts. Amounts currently outstanding under the project financing facility total $913.4 million.

Newmont and our partner provide a contingent support line of credit to PTNNT. During 2002, Newmont funded $24.8 million under this facility as its pro-rata share for capital expenditures. Additional support from NTP’s partners available under this facility is $115.0 million, of which Newmont’s pro-rata share is $64.7 million.

Following is NTP summarized financial information based on U.S. generally accepted accounting principles:

	Three months ended
	March 31,


	2002			2001


	(in thousands)
Revenues	$	93,197		$	92,047
Net loss	$	(9,012	)	$	(20,401	)

	At March 31,			At December 31,
	2002			2001


	(in thousands)
		As Revised
Current assets	$	200,212		$	164,723
Property, plant and mine development, net	$	1,903,241		$	1,921,568
Other assets	$	268,772		$	241,173
Debt and related interest to partners and affiliate	$	256,123		$	254,891
Other current liabilities	$	202,873		$	201,884
Long-term debt-third parties (including current portion)	$	935,771		$	935,771
Other liabilities	$	7,264		$	5,758

TVX Newmont Americas

Newmont has a 49.9% interest in TVX Newmont Americas with an equity investment of $171.6 million at March 31, 2002. The principal assets of TVX Newmont Americas are interests in the following operating gold mines in South America and Canada:

Mine	Interest of TVX Newmont Americas	Location

Paracatu	49%	Brazil
Crixas	50%	Brazil
La Coipa	50%	Chile
Musselwhite	31.9%	Canada
New Britannia	50%	Canada

Other Investments

Australian Magnesium Corporation

Newmont has a 22.8% voting interest in Australian Magnesium Corporation (“AMC”). Newmont has an obligation to contribute to AMC approximately $53.3 million in equity between October 31, 2002 and January 31, 2003. Newmont is guarantor of AMC’s foreign exchange hedging position of approximately $124 million, as well as AMC’s A$72 million (approximately $38 million) corporate facility. Newmont provided a $50 million contingency equity commitment in the event the project does not achieve certain specified production and operating criteria by September 2006.

A series of foreign exchange contracts have been entered into by QMC Finance Pty. Limited (“QMC”), a subsidiary of Australian Magnesium Corporation. Under a facility agreement between QMC and ANZ Banking Group Limited, all obligations related to these contracts have been guaranteed by Newmont Australia and certain of its wholly-owned subsidiaries. These transactions are designed to convert the receipt of Euro dollars and US$ revenue from the sale of magnesium into A$ cash flows to cover A$ operating costs and the servicing of A$-denominated debt. The contracts include foreign exchange forward contracts and bought put options. ANZ Banking Group Limited is the counter party to all the contracts. As of March 31, 2002, the fair value of the transactions was approximately US$(6.4) million.

Echo Bay Mines Ltd.

Newmont obtained a 48.8 % interest in Echo Bay through its acquisition of Franco-Nevada. This interest resulted from the conversion of Echo Bay capital securities to equity in conjunction with a reorganization that was completed on April 3, 2002. The investment in Echo Bay was $108.0 million at March 31, 2002.

Infrastructure Bond

During 1996, Normandy entered into a series of contemporaneous transactions whereby infrastructure bonds were issued and sold, resulting in the realization of a premium. This premium is amortized over the life of the bonds and the unamortized balance of the premium at March 31, 2002 was $103.2 million.

(6) Long-Term Debt

With the acquisition of Normandy, NMC increased its debt as detailed in the following schedule:

	March 31,			December 31,
		2002			2001

	(in thousands)
Sale-leaseback of refractory ore treatment plant	$	309,718		$	318,092
Newmont $600 million revolving credit facility		—			—
8.375% debentures, net		199,146			200,583
8.625% notes, due April 1, 2002		150,000			150,000
8.625% notes, net		271,268			272,386
6% convertible subordinated debentures		99,980			99,980
Newmont Australia A$490 million revolving credit facility		170,570			—
Newmont Australia 7.625% notes, net		153,084			—
Newmont Australia 7.5% notes, net		102,222			—
Newmont Yandal 8.875% notes, net		299,772			—
Medium-term notes		32,000			32,000
Newmont Australia infrastructure bonds		94,728			—
Interest rate swaps		1,899			588
Project financings		292,408			208,240


		2,176,795			1,281,869
Current maturities		(440,077	)		(192,151	)


	$	1,736,718		$	1,089,718

Scheduled minimum long-term debt repayments are $410 million for the remainder of 2002, $100 million in 2003, $178 million in 2004, $448 million in 2005, $47 million in 2006 and $994 million thereafter.

Newmont Australia has an A$490 million committed revolving multi-option facility with a syndicate of banks. In May 2002, Newmont expects to repay the $170.6 million outstanding under this facility, closing it out, and to increase the Newmont $600 million facility to $750 million, with the addition of a $150 million Australian bank tranche. In 1998, Newmont Australia issued guaranteed $100 million seven year notes at 7.5% interest and $150 million ten year notes at 7.625% interest. Interest is paid semi-annually. At March 31, 2002, Newmont Australia had $90 million outstanding for project financing.

(7) Sales Contracts, Commodity and Derivative Instruments

Newmont has a “no hedging” philosophy and generally sells production at spot market prices. Nevertheless, Newmont has, on a limited basis, entered into derivative contracts to protect the selling price for certain anticipated gold production and to manage risks associated with sales contracts, commodity and interest rates and foreign currency. Also, in conjunction with the Normandy transaction, Newmont acquired a substantial derivative instrument position. Newmont is not required to place collateral with respect to commodity instruments and there are no margin calls associated with such contracts. Credit risk is minimized by dealing only with major financial institutions/counterparties.

Price-Capped Sales Contracts

In mid-1999, Newmont purchased near-term put option contracts for 2.85 million ounces of gold, with a strike price of $270 per ounce. These contracts expired between August 1999 and December 2000. This purchase was paid for by selling call option contracts for 2.35 million ounces at average strike prices ranging from $350 to $386 per ounce. The initial fair value of the put options of $37.6 million was amortized over the term of the options. The call option contracts, with an initial fair value of $37.6 million, were marked to market at each reporting date. A non-cash gain of $15.6 million was recorded for the three months ended March 31, 2001.

In September 2001, Newmont entered into transactions that closed out these call options. The options were replaced with a series of sales contracts requiring physical delivery of the same quantity of gold over slightly extended future periods. Under the terms of the contracts, Newmont will realize the lower of the spot price on the

delivery date or the capped price ranging from $350 per ounce in 2005 to $392 per ounce in 2011. The value of the sales contracts was recorded as deferred revenue and will be included in sales revenue as delivery occurs.
As of March 31, 2002, the following price-capped sales contracts were outstanding:

	Ounces	Price-Cap
2005	500,000	$350
2008	1,000,000	$384
2009	600,000	$381
2011	250,000	$392

Prepaid Forward Sales Contracts

In 1999, Newmont entered into a prepaid forward sale contract for approximately 483,333 ounces of gold, with initial proceeds of $137.2 million, for delivery in June 2005, 2006 and 2007. Such proceeds were recorded as deferred revenue and will be recognized in income when the related gold is delivered. Additional proceeds will be determined at each delivery date based on the excess of the then existing market price (not to exceed $380 per ounce) over $300 per ounce. The prepaid forward sale contract also included semi-annual delivery requirements of approximately 17,950 ounces beginning June 2000 through June 2007. Newmont entered into forward purchase contracts at prices increasing from $263 per ounce in 2000 to $354 per ounce in 2007 to coincide with these delivery commitments. These contracts have been accounted for as cash flow hedges and at March 31, 2002 had a fair value of $1.9 million.

Offsetting Commodity Instruments

In December 2001, Newmont entered into a series of equal and offsetting positions with respect to commodity instruments for certain Battle Mountain operations that were outstanding at that time. These contracts effectively closed out the combination matched put and call options and flat forward contracts. The offsetting positions were undesignated as hedges and are marked to market in current earnings.

These instruments had offsetting fair values at March 31, 2002. The combination put and call options, covering 169,879 ounces, had a fair value of $6.2 million at March 31, 2001, included in Other long-term assets. The flat forward contracts, covering 56,254 ounces, had a fair value of $2.4 million at March 31, 2001.

Recently Acquired Derivative Instruments

At March 31, 2002, Newmont had the following commodity contracts and financial instruments outstanding that were acquired in the Normandy transaction (expressed in thousands of ounces of gold):

	Expected Maturity Date or Transaction Date														Fair Value


Gold Forward											There-		Total/
Sales Contracts	2002		2003		2004		2005		2006		after		Average		US$ (000)

																As Revised
(A$ denominated)
Fixed Forwards:
Ounces/Fair Value		950.0		904.4		254.6		—		—		—		2,109.0	$	(54,564.6	)
Average price	$	303.3	$	305.2	$	324.5		—		—		—	$	306.7
Floating Rate Forwards:
Ounces/Fair Value		90.8		391.4		429.0		378.9		475.6		597.5		2,363.2	$	(108,373.3	)
Average price	$	298.3	$	315.2	$	324.5	$	328.9	$	334.6	$	376.1	$	337.7
Synthetic Forwards:
Ounces/Fair Value		—		39.0		80.0		80.0		80.0		160.0		439.0	$	(25,242.8	)
Average price		—	$	295.5	$	287.7	$	287.7	$	287.7	$	287.7	$	288.4
Total Ounces/Fair Value		1,040.8		1,334.8		763.6		458.9		555.6		757.5		4,911.2	$	(188,180.7	)

Notes: Prices for contracts denominated in A$ have been translated at the exchange rate on March 31, 2002 of US$0.53 per A$1. For all floating rate instruments in the table above, the average prices quoted are gross contractual prices. The net forward prices ultimately realized on floating gold hedging contracts are the sum of the gross

contractual forward prices less any associated future financing costs arising from gold borrowing commitments related to such floating rate instruments.
Fixed forward sales contracts provide for delivery of a specified number of ounces at a specified price and date and are accounted for as cash flow hedges.
Floating rate forward contracts provide for a gold lease rate component in the price that takes into account market lease rates over the term of the contract. Gold lease rates reflect the borrowing cost for gold. Floating rate forwards are accounted for as cash flow hedges.
Synthetic forward contracts represent combinations of purchased put options and written call options at the same strike price, maturity date and number of ounces. The combination achieves the same risk management result as gold forward sales contracts.

	Expected Maturity Date or Transaction Date														Fair Value


Put Option											There-		Total/
Contracts:	2002		2003		2004		2005		2006		after		Average		US$ (000)

																As Revised
US$ Denominated Fixed
Purchased Puts:
Ounces/Fair Value		152.4		209.1		202.8		204.8		100.0		95.0		964.1	$	367.1
Average price	$	292.3	$	291.9	$	292.3	$	292.2	$	337.9	$	410.7	$	308.6
A$ Denominated Fixed
Purchased Puts:
Ounces/Fair Value		389.6		44.6		50.8		—		—		—		485.0	$	(1,615.8	)
Average price	$	264.0	$	295.5	$	304.5		—		—		—	$	271.1
A$ Denominated Floating
Purchased Puts:
Ounces/Fair Value		16.0		62.0		37.0		256.0		68.6		287.3		726.9	$	(24,060.0	)
Average price	$	298.3	$	294.4	$	293.0	$	309.5	$	322.7	$	324.3	$	314.2
Total Ounces/Fair Value		558.0		315.7		290.6		460.8		168.6		382.3		2,176.0	$	(25,308.7	)

Notes: Prices for contracts denominated in A$ have been translated at the exchange rate at March 31, 2002 of US$ 0.53 per A$ 1. For all floating rate instruments in the table above, the average prices quoted are gross contractual prices. The net forward prices ultimately realized on floating gold hedging contracts are the sum of the gross contractual forward prices less any associated future financing costs arising from gold borrowing commitments related to such floating rate instruments.
Fixed purchased put option contracts provide the right, but not the obligation, to sell a specified number of ounces at a specified strike price and are accounted for as cash flow hedges. Floating forward purchased put option contracts provide for a variable gold lease rate component in the strike price. These options are accounted for as cash flow hedges.

	Expected Maturity Date or Transaction Date														Fair Value


Convertible Put Options
and Other Instruments:	2002		2003		2004		2005		2006		There- after		Total/ Average		US$ (000)

																As Revised
A$ Denominated
Ounces/Fair Value		—		46.0		37.0		81.5		305.8		1,315.0		1,785.3	$	(148,509.3	)
Average price		—	$	293.0	$	293.0	$	290.9	$	304.1	$	352.1	$	338.3

Convertible put option contracts and other instruments are comprised of: a) Convertible option contracts that provide minimum price protection for covered ounces, while providing the opportunity to participate in higher market prices under certain market conditions, and are accounted for as cash flow hedges; b) Knock- out/knock-in option contracts that are contingent sold call options that either terminate (or knock-out) and maintain upside gold price potential or convert (or knock-in) to sold call options, depending on certain market conditions, and are marked to market with the change reflected in income; c) Indexed forward contracts that are potentially convertible to purchased put options, depending on the market gold price at set future value dates during the term of the contract, and are marked to market, with the change reflected in income.

Accounting Treatment for Sales Contracts, Commodity and Derivative Instruments

Derivative contracts qualifying as normal purchases and sales are accounted for under deferral accounting. Gains and losses arising from changes in the fair value of the contracts are deferred and the contract price is recognized in income following settlement of the contract by physical delivery of production to the counterparty or physical delivery of purchases by the counterparty to Newmont at contract maturity.

The fair values of derivative contracts qualifying as cash flow hedges are reflected as assets or liabilities in the balance sheet. To the extent these hedges are effective in offsetting forecasted cash flows from the sale of production (the “effective portion”), changes in fair value are deferred in Accumulated other comprehensive income (loss) (“OCI”). Amounts deferred in OCI are reclassified to income when the underlying production is sold. The ineffective portion of the change in the fair value of the derivative is recorded in income in each period.

The fair values of derivative contracts qualifying as fair value hedges are reflected as assets or liabilities in the balance sheet. Changes in fair value are recorded in income in each period; consistent with recording the mark-to-market value of the underlying hedged asset or liability in income.

The fair values of all derivative contracts that do not qualify as hedges are reflected as assets or liabilities, with the change in fair value recorded in income each period.

For the three months ended March 31, 2002, a net gain of $1.0 million was included in income for the ineffective portion of derivatives instruments designated as cash flow hedges and a net gain of $5.3 million, for the change in fair value of derivative instruments that do not qualify as hedges (included in Gain on derivative instruments). The amount to be reclassified from OCI to income for derivative instruments during the next 12 months is a credit of approximately $5 million. The maximum period over which hedged forecasted transactions are expected to occur is 9.5 years.

Foreign Currency Contracts

Newmont acquired certain currency swap contracts in the Normandy transaction intended to hedge the currency risk on repayment of US$-denominated debt. These contracts were closed out on April 8, 2002, by entering into offsetting positions. The contracts were accounted for on a mark-to-market basis until closed out. Cash in-flow of approximately $50 million is expected in May 2002 upon settlement of these contracts.

Newmont also acquired currency swap contracts to receive A$ and pay US$ intended to hedge the A$ value of US$-denominated proceeds from the sale of base metals. However, these contracts have been redesignated as hedges of A$-denominated debt and are accounted for as fair value hedges. At March 31, 2002, they had a negative fair value of $34.1 million.

Interest Rate Swap Contracts

In the Normandy transaction, Newmont acquired A$125 million of interest rate swap contracts covering a portion of its US$100 million, 7-year bonds. The net effect of these contracts is the receipt of interest at 7.5% and payment of interest in A$ at 6.54%. Newmont also acquired A$5 million of interest rate swap contracts covering a subsidiary loan. For the quarter ended March 31, 2002, these transactions resulted in a reduction in interest expense of $0.8 million. These transactions have been designated as fair value hedges and had a negative fair value of $1.0 million at March 31, 2002.

During the last half of 2001, Newmont entered into contracts to hedge the interest rate risk exposure on a portion of its $275 million 8.625% notes and its $200 million 8.375% debentures. Newmont receives fixed-rate interest payments at 8.625% and 8.375% and pays floating-rate interest amounts based on periodic LIBOR settings plus a spread, ranging from 2.60% to 4.25%. The notional principal amount of these transactions (representing the amount of principal tied to floating interest rate exposure) was $200 million at March 31, 2002. Half of these contracts expire in July 2005 and half expire in May 2011. For the quarter ended March 31, 2002, these transactions resulted in a reduction in interest expense of $1.5 million. These transactions have been designated as fair value hedges and had a negative fair value of $1.9 million and $0.6 million at March 31, 2002 and December 31, 2001, respectively.

US$/Gold Swap Contracts

Newmont Australia entered into a US$/gold swap contract whereby principal payments on US$ bonds are swapped into gold-denominated payments of 600,000 ounces in 2008. We also receive US$ fixed interest payments and pay gold lease rates, which are indexed to market rates. This instrument is marked to market at each period end, with the change reflected in income, and at March 31, 2002 had a negative fair value of $44.8 million.

Fuel Hedges

From time to time, Newmont has used certain derivative instruments to hedge a portion of its exposure to fuel price market fluctuations. At March 31, 2002, Newmont had contracts expiring September 2002 covering approximately 5.2 million gallons of diesel fuel at its Nevada operations at prices ranging from approximately $0.61 to $0.69 per gallon. These transactions have been designated as cash flow hedges and had a negative fair value of $0.1 and $1.3 million at March 31, 2002 and December 31, 2001, respectively.

(8) Dividends, Interest, Foreign Currency Exchange and Other Income (Loss)

	Three Months Ended
	March 31,

	2002			2001

	(in thousands)
	As Revised
Interest income	$	2,796		$	617
Foreign currency exchange loss		(7,626	)		(1,017	)
Loss on sale of short-term investments		(368	)		—
Gain on sale of exploration properties		1,736			3,567
Insurance settlements		3,500			—
Other		985			261


Total	$	1,023		$	3,428

(9) Merger and Restructuring Expenses

In conjunction with the Newmont/Battle Mountain merger, expenses of $28.1 million were incurred in the three months ended March 31, 2001. Total merger expenses of $35.0 million, of which $6.9 million were incurred in 2000, included $19.8 million for investment/professional advisory fees, $11.7 for employee benefits and severance costs and $3.5 million for office closures and related disposals of redundant assets. Expenses associated with restructuring Newmont’s exploration program and a voluntary early retirement program were $32.4 million and included $22.1 million for retirement benefits and $10.3 million for employee severance and office closures.

(10) Accounting Changes

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) Nos. 141 and 142, “Business Combinations” and “Goodwill and Other Intangible Assets,” respectively. The adoption of these standards on January 1, 2002 did not impact Newmont’s historical financial statements or results of operations. As previously noted, the 2002 acquisitions of Normandy and Franco-Nevada were accounted for as purchases and $2.5 billion of the $4.3 billion purchase price represents goodwill, resulting from the excess of the purchase price over the fair value of net assets acquired. Such goodwill will not be amortized, but will be subject to impairment testing at least annually, as prescribed by SFAS No. 142.

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” that established a uniform methodology for accounting for estimated reclamation and abandonment costs. The statement will be adopted January 1, 2003, when Newmont will record the estimated present value of reclamation liabilities and increase the carrying amount of the related assets. Subsequently, reclamation costs will be allocated to expense over the life of the related assets and will be adjusted for changes resulting from the passage of time and revisions to either the timing or amount of the original present value estimate. Newmont is in the process of quantifying the effect of adoption on January 1, 2003.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which established a single accounting model, based on the framework of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” for long-lived assets to be disposed of by sale. The statement was effective for fiscal years beginning after December 15, 2001, and there was no impact upon adoption.

Effective January 1, 2001, Newmont adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” to recognize derivative instruments on the balance sheet as either assets or liabilities and measurement at fair value. Unless specific hedging criteria are met, changes in the derivative’s fair value are recognized currently in earnings. Gains and losses on derivative hedging instruments are recorded in either other comprehensive income (loss) or current earnings (loss), depending on the nature of the instrument.

(11) Stockholders’ Equity

Exchangeable Shares

In connection with the acquisition of Franco-Nevada, certain holders of Franco-Nevada common stock received 0.8 of an exchangeable share of Franco-Nevada (known as Newmont Mining Corporation of Canada Limited) for each share of common stock held. These exchangeable shares are convertible, at the option of the holder, into shares of Newmont common stock on a one-for-one basis, and entitle holders to dividend and other rights economically equivalent to holders of Newmont common stock. At March 31, 2002, the value of these shares was included in Additional paid-in capital.

Preferred Stock

In April 2002, Newmont announced the redemption of all issued and outstanding shares of its $3.25 convertible preferred stock as of May 15, 2002. Pursuant to the terms of the convertible preferred stock, Newmont will pay a redemption price of $50.325 per share, plus $0.8125 per share in respect of all dividends that will have accrued on the convertible preferred stock at the redemption date. In settlement of the total redemption price of $51.1375 per share, Newmont will issue to holders of record 1.9187 shares of its common stock. This redemption will eliminate $7.5 million of annual preferred stock dividends prospectively.

(12) Statement of Other Comprehensive Income (Loss)

	Three Months Ended March 31,

	2002			2001

	(in thousands)
		As Revised
Net loss	$	(8,772	)	$	(37,246	)


Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on marketable equity securities		10,978			(4,289	)
Foreign currency translation adjustments		836			(646	)
Changes in fair value of cash flow hedge instruments		19,673			278


Total other comprehensive income (loss)		31,487			(4,657	)


Other comprehensive income (loss)	$	22,715		$	(41,903	)

(13) Segment Information

Newmont predominantly operates in a single industry as a worldwide corporation engaged in gold production, exploration for gold and acquisition of gold properties. Newmont’s major operations are in North America, South America and Australia. Other mining operations include small gold producing properties in New Zealand, Indonesia, Uzbekistan and Turkey. Newmont also has a base metal operations segment engaged in copper, zinc and cobalt production and a merchant banking segment. Earnings from operations do not include general corporate expenses, interest (except project-specific interest) or income taxes (except for equity investments).

Financial information relating to Newmont’s segments is as follows:

Three Months Ended March 31, 2002
(in millions)
As Revised
											Other
	North		South					Base			Mining		Merchant		Corporate
	America		America ⁽¹⁾		Australia			Metals			Operations		Banking		and Other			Consolidated


Sales	$	211.9	$	160.1	$	73.0		$	11.5		$	37.2	$	—	$	—		$	493.7
Royalties	$	—	$	—	$	—		$	—		$	—	$	3.2	$	—		$	3.2
Interest income	$	—	$	0.1	$	1.6		$	—		$	—	$	0.8	$	0.3		$	2.8
Interest expense	$	0.1	$	3.0	$	6.1		$	—		$	0.5	$	0.2	$	18.3		$	28.2
Depreciation,depletion and amortization	$	34.8	$	38.2	$	17.0		$	0.8		$	8.3	$	1.6	$	2.3		$	103.0
Pre-tax income (loss) before minority interest and equity loss	$	2.1	$	32.6	$	(0.2	)	$	(1.9	)	$	6.6	$	4.3	$	(37.3	)	$	6.2
Significant non-cash items:
Amortization of capitalized mining	$	7.5	$	—	$	—		$	—		$	—	$	—	$	—		$	7.5
Capital expenditures	$	13.4	$	26.6	$	7.4		$	1.6		$	2.7	$	—	$	1.6		$	53.3

*Not reduced for minority interest

Three Months Ended March 31, 2001
(in millions)
									Other
	North		South				Base		Mining		Merchant		Corporate
	America		America ⁽¹⁾		Australia		Metals		Operations ⁽²⁾		Banking		and Other			Consolidated


Sales	$	231.5	$	141.5	$	7.4	$	—	$	43.7	$	—	$	—		$	424.1
Interest income	$	—	$	0.2	$	—	$	—	$	—	$	—	$	0.4		$	0.6
Interest expense	$	0.1	$	1.3	$	—	$	—	$	0.3	$	—	$	18.6		$	20.3
Depreciation and amortization	$	39.1	$	24.9	$	1.1	$	—	$	8.5	$	—	$	1.6		$	75.2
Pre-tax income (loss) before minority interest and equity loss	$	21.1	$	42.8	$	3.1	$	—	$	15.1	$	—	$	(97.6	)	$	(15.5	)
Significant non-cash items:
Amortization of capitalized mining	$	5.7	$	—	$	—	$	—	$	3.9	$	—	$	—		$	9.6
Capital expenditures	$	26.0	$	67.3	$	0.9	$	—	$	0.9	$	—	$	4.7		$	99.8

¹Not reduced for minority interest
²Other mining operations include Indonesia and Uzbekistan.

Newmont operates the Batu Hijau mine in Indonesia that is accounted for as an equity investment. Batu Hijau financial information, based on U.S. generally accepted accounting principles, was as follows:

	Three Months Ended March 31,


	2002			2001


	(in millions)
		As Revised
Sales	$	93.1		$	91.8
Interest expense	$	18.0		$	32.7
Depreciation and depletion	$	27.6		$	22.0
Net loss	$	(8.0	)	$	(27.4	)
Capital expenditures	$	40.9		$	31.9
Total assets	$	2,240.3		$	2,196.8

Newmont’s first quarter equity income for Batu Hijau was $0.5 million for 2002 versus an equity loss of $4.4 million for the 2001 period. For 2002, Newmont’s share of Batu Hijau’s equity income was based on 56.25% of Batu Hijau’s net loss, adjusted for the elimination of $1.1 million of inter-company interest, $2.7 million of inter-company management fees, and amortization adjustments of $1.1 million. For 2001, Newmont’s share of Batu Hijau’s loss was based on 56.25% of Batu Hijau’s net loss, adjusted for the elimination of $7.2 million of inter-company interest, $2.6 million of inter-company management fees, and amortization adjustments of $1.2 million.

(14) Contingencies

(a) Reclamation Obligations

Newmont’s mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Newmont conducts its operations so as to protect the public health and environment and believes its operations are in compliance with all applicable laws and regulations. Newmont has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. At March 31, 2002 and December 31, 2001, $229.7 million and $128.4 million, respectively, was accrued for reclamation costs relating to currently producing mineral properties.

In addition, Newmont 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. Newmont 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 Newmont’s best estimate of its liability for these matters, $56.2 million and $57.3 million was accrued for such obligations at March 31, 2002 and December 31, 2001, respectively. These amounts are included in Other accrued liabilities and Reclamation and remediation liabilities. Depending upon the ultimate resolution of these matters, Newmont believes that it is reasonably possible that the liability for t hese matters could be as much as 50% greater or 30% lower than the amount accrued. The amounts accrued for these matters are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are charged to Costs and expenses, Other in the period estimates are revised. Details about certain of the more significant sites involved are discussed below.

Idarado Mining Company (“Idarado”) — 80.1% owned

In July 1992, Newmont and Idarado signed a consent decree with the State of Colorado (“State”) that was agreed to by the U.S. District Court of Colorado to settle a lawsuit brought by the State under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), generally referred to as the “Superfund Act.”

Idarado agreed in the consent decree to undertake specified remediation work at its former mining site in the Telluride/Ouray area of Colorado. Remediation work at this property is substantially complete. If the remediation does not achieve specific performance objectives defined in the consent decree, the State may require Idarado to implement supplemental activities at the site, also as defined in the consent decree. Idarado and Newmont have obtained a $5.8 million reclamation bond to secure their potential obligations under the consent decree. In addition, Idarado settled natural resources damages and past and future response costs, and agreed to habitat enhancement work, under the consent decree.

Resurrection Mining Company (“Resurrection”) — 100% owned

Newmont, Resurrection and other defendants were named in lawsuits filed by the State of Colorado, under the Superfund Act in 1983, and subsequently consolidated with a lawsuit filed by the U.S. Environmental Protection Agency (“EPA”) in 1986.

These proceedings sought to compel the defendants to remediate the impacts of pre-existing, historic mining activities near Leadville, Colorado which date back to the mid-1800’s, and which the government agencies claim are causing substantial environmental problems in the area.

In 1988 and 1989, the EPA issued administrative orders with respect to one area on the site and the defendants have collectively implemented those orders by constructing a water treatment plant, which was placed in operation in early 1992. Remaining remedial work for this area primarily consists of water treatment plant operation and continuing environmental monitoring and maintenance activities. Newmont and Resurrection are currently responsible for 50 percent of these costs; their share of such costs could increase in the event other defendants become unable to pay their share of such costs.

The parties also have entered into a consent decree with respect to the remaining areas at the site, which apportions liabilities and responsibilities for these areas. The EPA has approved remedial actions for selected components of Resurrection’s portion of the site, which were initiated in 1995. The EPA has not yet selected the final remedy for the site. Accordingly, Newmont cannot yet determine the full extent or cost of its share of the remedial action that will be required. The government agencies may also seek to recover for damages to natural resources. In March 1999, the parties entered into a Memorandum of Understanding (“MOU”) to facilitate the settlement of natural resources damages claims under CERCLA for the upper Arkansas River Basin. The MOU provides a structure for evaluation of damages and possible restoration activities that may be required if it is concluded such damages have occurred.

Dawn Mining Company LLC (“Dawn”) — 51% owned

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 EPA. Dawn also owns a nearby uranium millsite facility, located on private land, which is subject to federal and state regulation.

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 CERCLA, and the EPA has initiated a remedial investigation/feasibility study under CERCLA to determine environmental conditions and remediation options at the site.

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. Newmont will vigorously contest any claims as to its liability. Newmont cannot reasonably predict the likelihood or outcome of any future action against Dawn or Newmont arising from this matter.

In late 1999, Dawn initiated state approval for a revised mill closure plan that, if implemented, would expedite the reclamation process at the mill. The State of Washington has approved this revised plan. The currently approved plan for the mill is secured by a $14.1 million bond, which is guaranteed by Newmont.

San Luis, Colorado — 100% owned

The San Luis open-pit gold mine in southern Colorado was operated by a subsidiary of Battle Mountain and ceased operations in November 1996. Since then substantial closure and reclamation work has been performed. In August 1999, the Colorado Department of Public Health and Environment (“CDPHE”) issued a notice of violation of the Water Quality Control Act and in October 1999 amended the notice to authorize operation of a water treatment facility and the discharge of treated water. Battle Mountain has made all submittals required by the CDPHE notice and conducted the required response activities. Battle Mountain negotiated a settlement with CDPHE resolving alleged violations that was effective September 1, 2000. In October 2000, the CDPHE received an “Application for Reconsideration of Order for Civil Penalty” filed by project opponents, seeking to appeal the terms of the settlement. The application w as denied by CDPHE. Project opponents have filed a judicial appeal in the District Court for Costilla County, Colorado, naming the CDPHE as defendant. Battle Mountain has intervened in the appeal to protect its interests in the settlement. Newmont cannot reasonably predict the likelihood or outcome of this or any future action against Battle Mountain or Newmont relating to this site.

(b) Other

In June 2000, a transport contractor of Minera Yanacocha spilled approximately 151 kilograms of mercury near the town of Choropampa, Peru, which is located 53 miles southwest of the mine. Mercury is a byproduct of gold mining and was sold to a Lima firm for use in medical instrumentation and industrial applications. A comprehensive health and environmental remediation program was undertaken by Minera Yanacocha. In August 2000, Minera Yanacocha paid under protest a fine of 1,740,000 soles (approximately US$500,000) to the Peruvian government. Minera Yanacocha entered into agreements with a number of individuals impacted by the incident. In addition, it has entered into agreements with three of the communities impacted by this incident to provide a variety of public works as compensation for the disruption and inconvenience caused by the incident. On September 10, 2001, Minera Yanacocha, various wholly-owned subsidiaries of Newmont, and other defendants were named in a lawsuit filed by over 900 Peruvian citizens in Denver District Court for the State of Colorado. This action seeks compensatory and punitive damages based on claims associated with the mercury spill incident. Neither Newmont nor Minera Yanacocha can reasonably predict the likelihood of any additional expenditures related to this matter.

In a Federal Court action brought by the Australian Securities and Investment Commission, (“ASIC”), against Yandal Gold Pty Ltd., a subsidiary of Newmont Australia Ltd., the judge found that the defendants violated the Australian Corporations Law and ordered payment by Edensor Nominees Pty. Ltd. (“Edensor”) to ASIC of A$28.5 million for distribution to former Yandal Operations Limited shareholders. An appeal by Edensor to the Full Court of the Federal Court, to which Normandy Australia Ltd. became a party on the application of ASIC, was allowed on the basis that the Federal Court lacked jurisdiction to make the order. This decision was successfully appealed to the High Court, which decided that the Full Federal Court was wrong. The High Court held that the Federal Court did have jurisdiction to hear and determine the matter and make orders under the Australian Corporations Law. The High Court sent th e matter back to the Full Federal Court, which rejected Edensor’s appeal on the merits. Baring any additional appeal, Edensor will be obligated to pay the A$28.5 million. Newmont Australia Ltd. previously agreed to pay half of this amount.

(15) Condensed Consolidating Financial Statements

The following Condensed Consolidating Financial Statements are presented to satisfy disclosure requirements associated with certain debt covenant obligations:

Consolidating Statement of Operations	Newmont Mining Corporation				Newmont USA		Other Subsidiaries				Eliminations			Newmont Mining Corporation Consolidated

(in millions) As Revised

Three Months Ended March 31, 2002 Sales and other income Sales – gold	$	—		$	403.9		$	78.3		$	—		$	482.2
Sales – base metals		—			—			11.5			—			11.5
Royalties		—			—			3.4			(0.2	)		3.2
Dividends, interest and other income (loss)— intercompany		—			0.5			2.1			(2.6	)		—
Dividends, interest, foreign currency exchange and other income (loss)		—			5.8			(4.7	)		—			1.1


		—			410.2			90.6			(2.8	)		498.0


Costs and Expenses Costs of sales		—			268.2			65.0			(0.1	)		333.1
Depreciation, depletion and amortization		—			80.7			22.3			—			103.0
Exploration and research		—			8.9			2.7			—			11.6
General and administrative		—			16.8			4.5			—			21.3
Interest expense – intercompany		—			—			2.9			(2.9	)		—
Interest, net of capitalized interest of $1.2 million		—			22.3			5.9			—			28.2
Other income (loss)		—			3.1			(2.2	)		—			0.9


		—			400.0			101.1			(3.0	)		498.1


Operating income (loss)		—			10.2			(10.5	)		0.2			(0.1	)

Gain on derivative instruments		—			—			6.3			—			6.3


Pre-tax income (loss) before minority interest and equity loss		—			10.2			(4.2	)		0.2			6.2

Income tax expense		—			(2.2	)		(2.6	)		—			(4.8	)
Minority interest in income (loss) of affiliate		—			(10.7	)		1.6			(1.5	)		(10.6	)
Equity income (loss) of affiliate		(8.8	)		0.5			(1.5	)		10.2			0.4


Net income (loss)	$	(8.8	)	$	(2.2	)	$	(6.7	)	$	8.9		$	(8.8	)


Preferred stock dividend		(1.8	)		—			—			—			(1.8	)


Net income (loss) applicable to common shares	$	(10.6	)	$	(2.2	)	$	(6.7	)	$	8.9		$	(10.6	)


											Newmont
	Newmont										Mining
Consolidating Statement of Operations	Mining		Newmont			Other				Corporation
(in millions)	Corporation		USA			Subsidiaries		Eliminations		Consolidated


Three Months Ended March 31, 2001 Sales and other income Sales – gold	$	—	$	424.1		$	—	$	—	$	424.1
Dividends, interest and other income—intercompany		—		—			—		—		—
Dividends, interest, foreign currency exchange and other income (loss)		—		3.4			—		—		3.4


		—		427.5			—		—		427.5


Costs and Expenses Costs of sales		—		267.9			—		—		267.9
Depreciation, depletion and amortization		—		75.2			—		—		75.2
Exploration and research		—		15.3			—		—		15.3
General and administrative		—		15.9			—		—		15.9
Interest, net		—		20.3			—		—		20.3
Merger and restructuring		—		60.5			—		—		60.5
Other		—		3.5			—		—		3.5


		—		458.6			—		—		458.6



Operating loss		—		(31.1	)		—		—		(31.1	)

Gain on derivative instruments		—		15.6			—		—		15.6


Pre-tax loss before minority interest and equity loss		—		(15.5	)		—		—		(15.5	)

Income tax expense		—		(2.5	)		—		—		(2.5	)
Minority interest in income of affiliates		—		(14.8	)		—		—		(14.8	)
Equity loss of affiliate		—		(4.4	)		—		—		(4.4	)



Net loss	$	—	$	(37.2	)	$	—	$	—	$	(37.2	)


Preferred stock dividend		—		(1.9	)		—		—		(1.9	)


Net loss applicable to common shares	$	—	$	(39.1	)	$	—	$	—	$	(39.1	)

													Newmont
	Newmont												Mining
Consolidating Balance Sheets	Mining			Newmont			Other						Corporation
(in millions) As Revised	Corporation			USA			Subsidiaries			Eliminations			Consolidated


At March 31, 2002
Assets
Cash and cash equivalents	$	—		$	293.7		$	217.9		$	—		$	511.6
Short-term investments		—			7.2			10.7			—			17.9
Accounts receivable		(132.0	)		73.2			110.0			0.3			51.5
Inventories		—			388.2			126.0			(0.3	)		513.9
Marketable securities of Lihir		—			84.0			—			—			84.0
Prepaid taxes		—			13.3			—			—			13.3
Derivative instruments		—			—			20.9			—			20.9
Current portion of deferred income tax assets		—			9.6			20.1			—			29.7
Other current assets		—			54.4			(173.5	)		254.5			135.4

Current assets		(132.0	)		923.6			332.1			254.5			1,378.2


Property, plant and mine development, net		—			2,163.1			2,172.6			—			4,335.7
Investments		—			585.0			752.4			(328.6	)		1,008.8
Investment in subsidiaries		4,433.6			—			—			(4,433.6	)		—
Long-term inventory		—			83.4			8.5			—			91.9
Derivative instruments		—			2.1			48.7			—			50.8
Goodwill		—			—			2,506.9			—			2,506.9
Intangible assets		—			—			46.0			—			46.0
Deferred income tax assets		—			393.9			87.5			—			481.4
Other long-term assets		—			89.6			505.0			(460.3	)		134.3

Total assets	$	4,301.6		$	4,240.7		$	6,459.7		$	(4,968.0	)	$	10,034.0

Liabilities
Current portion of long-term debt	$	—		$	205.9		$	234.2		$	—		$	440.1
Accounts payable		—			69.4			16.2			(0.3	)		85.3
Current portion of deferred income tax liabilities		—			7.9			18.0			—			25.9
Derivative instruments		—			—			124.3			—			124.3
Other accrued liabilities		(339.5	)		403.1			(1.0	)		254.7			317.3

Current liabilities		(339.5	)		686.3			391.7			254.4			992.9

Long-term debt		—			1,051.0			685.7			—			1,736.7
Reclamation and remediation liabilities		—			178.8			80.3			—			259.1
Deferred revenue from sale of future production		—			191.0			—			—			191.0
Derivative instruments		—			2.1			375.8			—			377.9
Deferred income tax liabilities		—			135.0			437.3			—			572.3
Employee related benefits		—			147.3			1.1			—			148.4
Other long-term liabilities		460.2			88.7			126.3			(460.2	)		215.0

Total liabilities		120.7			2,480.2			2,098.2			(205.8	)		4,493.3


Minority interest in affiliates		—			261.4			365.6			(328.6	)		298.4

Stockholders’ equity
Convertible preferred stock		11.5			11.5			—			(11.5	)		11.5
Common stock		537.1			314.3			—			(314.3	)		537.1
Additional paid-in capital		3,918.6			1,462.3			3,989.7			(4,394.0	)		4,976.6
Accumulated other comprehensive income (loss)		16.1			5.0			14.6			(16.1	)		19.6
Retained earnings (deficit)		(302.4	)		(294.0	)		(8.4	)		302.3			(302.5	)

Total stockholders’ equity		4,180.9			1,499.1			3,995.9			(4,433.6	)		5,242.3


Total liabilities and stockholders’ equity	$	4,301.6		$	4,240.7		$	6,459.7		$	(4,968.0	)	$	10,034.0


	Newmont									Mining
Consolidating Balance Sheets	Mining		Newmont			Other				Corporation
(in millions)	Corporation		USA			Subsidiaries		Eliminations		Consolidated



At December 31, 2001
Assets
Cash and cash equivalents	$	—	$	149.4		$	—	$	—	$	149.4
Short-term investments		—		8.2			—		—		8.2
Accounts receivable		—		19.1			—		—		19.1
Inventories		—		384.2			—		—		384.2
Marketable securities of Lihir		—		66.9			—		—		66.9
Prepaid taxes		—		29.2			—		—		29.2
Current portion of deferred income tax assets		—		9.6			—		—		9.6
Other current assets		—		42.9			—		—		42.9

Current assets		—		709.5			—		—		709.5


Property, plant and mine development, net		—		2,207.0			—		—		2,207.0
Investment in affiliated companies		—		559.8			—		—		559.8
Long-term inventory		—		92.7			—		—		92.7
Deferred income tax assets		—		398.4			—		—		398.4
Other long-term assets		—		95.0			—		—		95.0


Total assets	$	—	$	4,062.4		$	—	$	—	$	4,062.4


Liabilities
Current portion of long-term debt	$	—	$	192.2		$	—	$	—	$	192.2
Accounts payable		—		80.9			—		—		80.9
Current portion of deferred income tax liabilities		—		7.9			—		—		7.9
Other accrued liabilities		—		204.8			—		—		204.8

Current liabilities		—		485.8			—		—		485.8


Long-term debt		—		1,089.7			—		—		1,089.7
Reclamation and remediation liabilities		—		176.9			—		—		176.9
Deferred revenue from sale of future production		—		191.0			—		—		191.0
Deferred income tax liabilities		—		133.6			—		—		133.6
Employee related benefits		—		156.8			—		—		156.8
Other long-term liabilities		—		97.1			—		—		97.1


Total liabilities		—		2,330.9			—		—		2,330.9


Minority interest in affiliates		—		251.5			—		—		251.5


Stockholders’ equity
Convertible preferred stock		—		11.5			—		—		11.5
Common stock		—		313.9			—		—		313.9
Additional paid-in capital		—		1,458.4			—		—		1,458.4
Accumulated other comprehensive income (loss)		—		(12.0	)		—		—		(12.0	)
Retained deficit		—		(291.8	)		—		—		(291.8	)

Total stockholders’ equity		—		1,480.0			—		—		1,480.0

Total liabilities and stockholders’ equity	$	—	$	4,062.4		$	—	$	—	$	4,062.4

														Newmont
		Newmont												Mining
Statement of Consolidating Cash Flows		Mining			Newmont			Other						Corporation
(in millions) As Revised		Corporation			USA			Subsidiaries			Eliminations			Consolidated



Three Months Ended March 31, 2002
Operating activities
Net income (loss)	$	(8.7	)	$	(2.1	)	$	(6.6	)	$	8.6		$	(8.8	)
Adjustments to reconcile net loss to net
cash provided by operating activities		—			96.3			16.5			—			112.8
Change in working capital		—			(43.1	)		12.3			(0.6	)		(31.4	)


Net cash (used in) provided by operating activities		(8.7	)		51.1			22.2			8.0			72.6


Investing activities
Additions to property, plant and mine development		—			(42.4	)		(10.9	)		—			(53.3	)
Proceeds from sale of short-term investments		—			—			406.7			—			406.7
Net cash effect of acquisitions		—			—			(18.3	)		—			(18.3	)
Investments in affiliates and Other		8.7			(24.5	)		0.3			(8.9	)		(24.4	)

Net cash provided by (used in) investing activities		8.7			(66.9	)		377.8			(8.9	)		310.7


Financing activities:
Net borrowings (repayments)		—			(23.7	)		(1.1	)		—			(24.8	)
Dividends paid on common and preferred stock		(13.8	)		—			—			—			(13.8	)
Proceeds from stock issuance and Other		13.8			183.3			(181.3	)		—			15.8

Net cash provided by (used in) financing activities		—			159.6			(182.4	)		—			(22.8	)


Effect of exchange rate changes on cash		—			0.3			1.4			—			1.7

Net change in cash and cash equivalents		—			144.1			219.0			(0.9	)		362.2
Cash and cash equivalents at beginning of period		—			149.4			—			—			149.4

Cash and cash equivalents at end of period	$	—		$	293.5		$	219.0		$	(0.9	)	$	511.6

										Newmont
	Newmont									Mining
Statement of Consolidating Cash Flows	Mining		Newmont			Other				Corporation
(in millions)	Corporation		USA			Subsidiaries		Eliminations		Consolidated



Three Months Ended March 31, 2001
Operating activities
Net loss	$	—	$	(37.3	)	$	—	$	—	$	(37.3	)
Adjustments to reconcile net loss to net cash provided by operating activities		—		(85.3)			—		—		85.3
Change in working capital		—		(29.5	)		—		—		(29.5	)


Net cash provided by operating activities		—		18.5			—		—		18.5


Investing activities:
Additions to property, plant and mine development		—		(99.8	)		—		—		(99.8	)
Proceeds from assets sales and Other		—		9.0			—		—		9.0


Net cash used in investing activities		—		(90.8	)		—		—		(90.8	)


Financing activities:
Net borrowings (repayments)		—		3.4			—		—		3.4
Dividends paid on common and preferred stock		—		(7.7	)		—		—		(7.7	)
Proceeds from stock issuance and Other		—		39.7			—		—		39.7


Net cash provided by financing activities		—		35.4			—		—		35.4


Effect of exchange rate changes on cash		—		6.5			—		—		6.5


Net change in cash and cash equivalents		—		(30.4	)		—		—		(30.4	)
Cash and cash equivalents at beginning of period		—		77.6			—		—		77.6


Cash and cash equivalents at end of period	$	—	$	47.2		$	—	$	—		47.2

(16) Supplementary Data

The ratio of earnings to fixed charges and the ratio of earnings to fixed charges and preferred stock dividends for the three months ended March 31, 2002 was 1.3 and 1.1, respectively. The ratio of earnings to fixed charges represents income before income taxes and interest expense divided by interest expense. Interest expense includes amortization of capitalized interest and the portion of rent expense representative of interest. Newmont guarantees certain third party debt; however, it has not been and does not expect to be required to pay any amounts associated with such debt. Therefore, related interest on such debt has not been included in the ratio of earnings to fixed charges.

(17) Subsequent Event

On April 2, 2002, Newmont sold its 9.7 % equity holding in Lihir Gold Limited through a block trade to Macquarie Equity Capital Markets Limited in Australia for approximately $84 million. Accordingly, a pre-tax gain of approximately $47 million will be recognized in the quarter ending June 30, 2002.

(18) Revision to Financial Statements

Subsequent to the filing of the first quarter Form 10-Q, the Company determined that certain adjustments were required to the financial statements for the three-month period ended March 31, 2002. Overall, the adjustments reduced the first quarter net loss by $0.2 million, or $0.0 per share. These adjustments primarily were necessitated to properly present the conversion to US GAAP and translation to US dollars of certain financial statement balances of the recently acquired Newmont Australia Limited (formerly Normandy Mining Limited). In addition, certain other adjustments were required to properly record first quarter income related to insurance settlements, insurance expense of the Company’s equity investee, and income related to a property sale. Accordingly, the Company has revised its first quarter financial statements and related disclosures in this amendment, which primarily result in a decrease in the first quarter operating loss from $13.2 million to $0.2 million, a decrease in the gain on derivative instruments from $19.0 million to $6.3 million, a decrease in minority income from affiliates from $12.5 million to $10.6 million, and an increase in equity income of affiliates to $0.5 million from a loss of $1.2 million.

The following sets forth the effects of the revision to Newmont’s 2002 first quarter statements of consolidated operations and comprehensive income (loss), consolidated balance sheets and statements of cash flows.

NEWMONT MINING CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Unaudited

	Three Months Ended
	March 31,


	2002			2002			2001


	(in thousands, except per share)
	As Previously						As Previously
	Reported				As Revised		Reported
Sales and other income
Sales – gold	$	481,152		$	482,234		$	424,097
Sales – base metals		11,514			11,514			—
Royalties		3,192			3,192			—
Dividends, interest, foreign currency exchange and other income (loss)		(4,260	)		1,023			3,428


		491,598			497,963			427,525


Costs and expenses
Costs of sales		339,168			333,146			267,860
Depreciation, depletion and amortization		105,192			103,001			75,176
Exploration and research		11,757			11,567			15,315
General and administrative		20,443			21,315			15,911
Interest, net of capitalized interest of $1,222, $1,222 and $2,847, respectively		27,376			28,224			20,272
Merger and restructuring		—			—			60,510
Other		870			870			3,543


		504,806			498,123			458,587


Operating loss		(13,208	)		(160	)		(31,062	)
Gain on derivative instruments		18,982			6,331			15,573


Pre-tax income (loss) before minority interest and equity loss		5,774			6,171			(15,489	)
Income tax expense		(1,087	)		(4,816	)		(2,546	)
Minority interest in income of affiliates		(12,505	)		(10,643	)		(14,816	)
Equity income (loss) of affiliates		(1,173	)		516			(4,395	)


Net loss	$	(8,991	)	$	(8,772	)	$	(37,246	)
Preferred stock dividend		(1,869	)		(1,869	)		(1,869	)


Net loss applicable to common shares	$	(10,860	)	$	(10,641	)	$	(39,115	)



Net loss	$	(8,991	)	$	(8,772	)	$	(37,246	)
Other comprehensive income (loss), net of tax		34,773			31,487			(4,657	)


Comprehensive income (loss)	$	25,782		$	22,715		$	(41,903	)



Net loss per common share, basic and diluted	$	(0.04	)	$	(0.04	)	$	(0.20	)


Basic and diluted weighted average shares outstanding		281,467			281,467			192,607
Cash dividends declared per common share	$	0.03		$	0.03		$	0.03

NEWMONT MINING CORPORATION
CONSOLIDATED BALANCE SHEETS
Unaudited

	March 31,				March 31,			December 31,
	2002				2002			2001


				(in thousands)
	As Previously							As Previously
	Reported				As Revised			Reported
Assets
Cash and cash equivalents	$	511,558			$	511,558		$	149,431
Short-term investments		17,910				17,910			8,185
Accounts receivable		50,750				51,485			19,088
Inventories		509,575				513,806			384,202
Marketable securities of Lihir		84,002				84,002			66,918
Prepaid taxes		13,345				13,345			29,229
Derivative instruments		20,851				20,851			—
Current portion of deferred income tax assets		29,747				29,747			9,627
Other current assets		136,785				135,526			42,780


Current assets		1,374,523				1,378,230			709,460
Property, plant and mine development, net		4,332,590				4,335,681			2,207,048
Investments		1,007,134				1,008,823			559,809
Long-term inventory		91,924				91,924			92,689
Derivative instruments		50,813				50,813			2,621
Goodwill		2,506,935				2,506,935			—
Intangible assets		45,997				45,997			—
Deferred income tax assets		481,423				481,423			398,391
Other long-term assets		134,191				134,191			92,387


Total assets	$	10,025,530			$	10,034,017		$	4,062,405


Liabilities

Current portion of long-term debt	$	440,077			$	440,077		$	192,151
Accounts payable		85,255				85,255			80,884
Current portion of deferred income tax liabilities		23,375				25,895			7,914
Derivative instruments		124,286				124,286			1,331
Other accrued liabilities		312,452				317,434			203,531


Current liabilities		985,445				992,947			485,811
Long-term debt		1,736,718				1,736,718			1,089,718
Reclamation and remediation liabilities		261,770				259,070			176,934
Deferred revenue from sale of future production		191,039				191,039			191,039
Derivative instruments		370,266				377,885			8,260
Deferred income tax liabilities		571,713				572,262			133,621
Employee related benefits		148,373				148,373			156,834
Other long-term liabilities		214,974				214,974			88,661


Total liabilities		4,480,298				4,493,268			2,330,878



Minority interest in affiliates		299,752				298,336			251,479


Stockholders’ equity

Convertible preferred stock		11,500				11,500			11,500
Common stock		537,139				537,139			313,881
Additional paid-in capital		4,976,629				4,976,629			1,458,369
Accumulated other comprehensive income (loss)		22,919				19,633			(11,854	)
Retained deficit		(302,707	)			(302,488	)		(291,848	)


Total stockholders’ equity		5,245,480				5,242,413			1,480,048


Total liabilities and stockholders’ equity	$	10,025,530			$	10,034,017		$	4,062,405

NEWMONT MINING CORPORATION
STATEMENTS OF CONSOLIDATED CASH FLOW

	Three Months Ended
	March 31,


	2002			2002			2001

				Unaudited
				(in thousands)
	As						As
	Previously						Previously
	Reported			As Revised			Reported
Operating activities:
Net loss	$	(8,991	)	$	(8,772	)	$	(37,246	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization		105,192			103,001			75,176
Amortization of capitalized mining costs		7,498			7,498			9,612
Deferred tax benefit		(1,215	)		(666	)		(19,790	)
Gain on derivative instruments		(18,982	)		(6,331	)		(15,573	)
Noncash merger and restructuring expenses		—			—			21,589
Foreign currency exchange loss		11,230			3,621			1,017
Minority interest, net of dividends		12,505			10,643			9,618
Undistributed losses of affiliated subsidiaries		1,173			(516	)		4,395
Gain on sale of assets and other		(3,349	)		(4,452	)		(674	)
(Increase) decrease in operating assets:
Accounts receivable		11,840			18,920			4,216
Inventories		9,536			5,305			29,735
Other assets		15,384			16,642			8,215
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities		(67,395	)		(43,642	)		(66,314	)
Other liabilities		(1,823	)		(28,648	)		(5,369	)


Net cash provided by operating activities		72,603			72,603			18,607


Investing activities:
Additions to property, plant and mine development		(53,278	)		(53,278	)		(99,813	)
Repayments (advances to) from joint ventures and affiliates		(24,750	)		(24,750	)		8,794
Proceeds from sale of short-term investments		406,731			406,731			—
Net cash effect of acquisitions		(18,313	)		(18,313	)		—
Proceeds from asset sales and other		269			269			188


Net cash provided by (used in) investing activities		310,659			310,659			(90,831	)


Financing activities:
Repayment of short-term debt		—			—			(10,000	)
Proceeds from long-term debt		53,431			450,431			462,000
Repayment of long-term debt		(78,244	)		(475,244	)		(448,560	)
Dividends paid on common and preferred stock		(13,792	)		(13,792	)		(7,730	)
Decrease in restricted cash		—			—			40,000
Proceeds from stock issuance and other		15,739			15,739			(324	)


Net cash (used in) provided by financing activities		(22,866	)		(22,866	)		35,386


Effect of exchange rate changes on cash		1,731			1,731			6,459


Net change in cash and cash equivalents		362,127			362,127			(30,379	)
Cash and cash equivalents at beginning of period		149,431			149,431			77,558


Cash and cash equivalents at end of period	$	511,558		$	511,558		$	47,179


Supplemental information:
Interest paid, net of amounts capitalized of $1,222, $1,222 and $2,847, respectively	$	31,916		$	31,916		$	28,175
Income taxes paid	$	13,974		$	13,974		$	18,424

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

The following provides information that management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of Newmont Mining Corporation and its subsidiaries (collectively, “Newmont”). The discussion should be read in conjunction with Management’s Discussion and Analysis included in Newmont’s Annual Report on Form 10-K.

Subsequent to the filing of the first quarter Form 10-Q, the Company determined that certain adjustments were required to the financial statements for the three-month period ended March 31, 2002. Overall, the adjustments reduced the first quarter net loss by $0.2 million, or $0.0 per share. These adjustments primarily were necessitated to properly present the conversion to US GAAP and translation to US dollars of certain financial statement balances of the recently acquired Newmont Australia Limited (formerly Normandy Mining Limited). In addition, certain other adjustments were required to properly record first quarter income related to insurance settlements, insurance expense of the Company’s equity investee, and income related to a property sale. Accordingly, the Company has revised its first quarter financial statements and related disclosures in this amendment, which result in a decrease in the first quarter operating loss from $13.2 million to $0.2 million, a decrease in the gain on derivative instruments from $19.0 million to $6.3 million, a decrease in minority income from affiliates from $12.5 million to $10.6 million, and an increase in equity income of affiliates to $0.5 million from a loss of $1.2 million.

Refer to Note 18 to the March 31, 2002 condensed consolidated financial statements for a comparison of the previously filed and revised statements of consolidated operations and comprehensive income (loss), consolidated balance sheets, and statement of consolidated cash flows.

On February 13, 2002, Newmont stockholders approved adoption of an Agreement and Plan of Merger that provided for a restructuring of Newmont to facilitate the February 2002 acquisitions described below and to create a flexible corporate structure. Newmont merged with an indirect wholly-owned subsidiary that resulted in Newmont (or old Newmont) becoming a direct wholly-owned subsidiary of a new holding company. The new holding company, previously a direct, wholly-owned subsidiary of old Newmont, was renamed Newmont Mining Corporation. There was no impact to the consolidated financial statements of Newmont as a result of this restructuring and former stockholders of old Newmont became stockholders of the new holding company.

In November 2001, Newmont announced proposed acquisitions of Normandy Mining Limited (“Normandy”), an Australian company, and Franco-Nevada Mining Corporation Limited (“Franco-Nevada”), a Canadian company. On February 16, 2002, Newmont completed the acquisition of Franco-Nevada pursuant to a Plan of Arrangement. On February 20, 2002, Newmont gained control of Normandy through an off-market bid for all of the ordinary shares in the capital of Normandy. For accounting purposes, the effective date of the Normandy acquisition was the close of business on February 15, 2002, when Newmont received binding tenders for more than 50% of the shares of Normandy. Accordingly, the results of operations of Normandy and Franco-Nevada have been included in the accompanying financial statements from February 16, 2002 forward. On February 26, 2002, when the off-market bid for Normandy expired, Newmont had a relevant interest in more than 96% of Normandy’s outstanding shares. NMC exercised their compulsory acquisition rights under Australian law to acquire the remaining shares of Normandy in April 2002.

Consideration paid for Normandy included 3.85 shares of Newmont common stock for every 100 ordinary shares of Normandy (including ordinary shares represented by American depositary receipts) plus A$0.50 per Normandy share, or the U.S. dollar equivalent of that amount for Normandy stockholders outside Australia. Pursuant to a Canadian Plan of Arrangement, Newmont acquired Franco-Nevada in a stock-for-stock transaction in which Franco-Nevada common stockholders received 0.8 of a share of NMC common stock or 0.8 of a Canadian exchangeable share (exchangeable for NMC common), for each common share of Franco-Nevada. The exchangeable shares are substantially equivalent to NMC common shares. The purchase price for these acquisitions totaled $4.3 billion, comprised of 197.4 million NMC shares (or share equivalents), $462.1 million in cash and approximately $90 million of direct costs. The value of NMC shares (or share equivalents) was $19.01 per share based on the average market price of the shares over the two-day period before and after January 2, 2002, the last trading day before the final and revised terms for the acquisitions were announced.

The acquisitions were accounted for using the purchase method whereby assets and liabilities were recorded at fair market value as of the date of acquisition. The excess of the purchase price over such fair value was recorded as goodwill. As described in Note (2), we have allocated the purchase price to assets and liabilities on a preliminary basis and expect to finalize the allocation following completion of an independent appraisal process by the end of the second quarter.

Goodwill of $2.5 billion was assigned to assets acquired and will not be amortized. Goodwill is subject to a determination of fair value at least annually and at such times as events or circumstances indicate impairment has occurred. We expect that approximately $70 million of after-tax synergies will be realized in the first full year of operations, increasing to approximately $90 million by the end of the second full year. Such synergies will be obtained from the rationalization of corporate overhead and exploration and development budgets as well as operating efficiencies and costs reductions associated with procurement, interest and tax benefits.

Following the February 2002 acquisitions, Normandy was renamed Newmont Australia Limited and Franco-Nevada was renamed Newmont Mining Corporation of Canada Limited. Old Newmont was renamed Newmont USA Limited.

In January 2001, Newmont completed a merger with Battle Mountain Gold Company, where each share of common stock of Battle Mountain and each exchangeable share of Battle Mountain Canada Ltd. (a wholly-owned subsidiary of Battle Mountain) was converted into the right to receive 0.105 share of NMC stock, or approximately 24.1 million shares. The transaction was accounted for as a pooling of interests and as such, consolidated financial statements include Battle Mountain’s financial data as if Battle Mountain had always been part of Newmont.

SUMMARY

Newmont recorded a net loss to common shares of $10.6 million ($0.04 per share) in the first quarter 2002 compared with a net loss of $39.1 million ($0.20 per share) in the first quarter of 2001. The first quarter of 2002 included, net of tax, a ($0.3) million ($0.00 per share) for non-cash gains on derivative instruments. The first quarter of 2001 included, net of tax, $43.7 million ($0.23 per share) for merger and restructuring and $10.1 million ($0.05 per share) for a non-cash unrealized mark-to-market gain on call option contracts. Total equity gold sales, total cash costs and average realized gold prices were as follows:

	Three Months Ended
	March 31,


	2002		2001

	As Revised
Equity gold sales ounces (000)		1,465		1,422
Total cash costs per ounce	$	195	$	171
Total costs per ounce	$	258	$	220
Average price realized per ounce	$	292	$	264

For the full year 2002 and based on our current asset base portfolio, equity gold sales are forecast at 7.5 million ounces at a total cash cost of approximately $180 per ounce and projected net income to common shares is between $0.40 and $0.50 per share, assuming current gold prices and excluding any gains or losses on derivative instruments.

MARKET CONDITIONS AND RISKS

METAL PRICE

Changes in the market price of gold significantly affect Newmont’s profitability and cash flow. Gold prices can fluctuate widely and are affected by numerous factors, such as demand; forward selling by producers; central bank sales, purchases and lending; investor sentiment and global mine production levels. The gold price fell to a 20-year low of $253 in July 1999, recovered moderately throughout 2001 and has recently increased to over $300 per ounce. Changes in the market price of copper also affect Newmont’s profitability and cash flow from its Batu Hijau mine in Indonesia and its Golden Grove mine in Australia.

Newmont generally sold its production at market prices and has used a limited number of commodity instruments to provide a measure of price protection. In conjunction with the Normandy transaction, we acquired a substantial derivative instrument position. The tables are expressed in thousands of ounces of gold, and prices for contracts denominated in A$ have been translated to US$ at the exchange rate at March 31, 2002 of US$ 0.53 per A$ 1.

	Expected Maturity Date or Transaction Date														Fair Value


Gold Forward Sales
Contracts	2002		2003		2004		2005		2006		Thereafter		Total/Average		US$ (000)

															As Revised
(A$ denominated)
Fixed Forwards:
Ounces/Fair Value		950.0		904.4		254.6		—		—		—		2,109.0	$	(54,564.6	)
Average price	$	303.3	$	305.2	$	324.5		—		—		—	$	306.7
Floating Rate Forwards:
Ounces/Fair Value		90.8		391.4		429.0		378.9		475.6		597.5		2,363.2	$	(108,373.3	)
Average price	$	298.3	$	315.2	$	324.5	$	328.9	$	334.6	$	376.1	$	337.7
Synthetic Forwards:
Ounces/Fair Value		—		39.0		80.0		80.0		80.0		160.0		439.0	$	(25,242.8	)
Average price		—	$	295.5	$	287.7	$	287.7	$	287.7	$	287.7	$	288.4
Total Ounces/Fair Value		1,040.8		1,334.8		763.6		458.9		555.6		757.5		4,911.2	$	(188,180.7	)

Notes: Prices for contracts denominated in A$ have been translated at the exchange rate at March 31, 2002 of US$0.53 per A$1. For all floating rate instruments in the table above, the average prices quoted are gross contractual prices. The net forward prices ultimately realized on floating gold hedging contracts are the sum of the gross contractual forward prices less any associated future financing costs arising from gold borrowing commitments related to such floating rate instruments.
Fixed forward sales contracts provide for delivery of a specified number of ounces at a specified price and date and are accounted for as cash flow hedges.
Floating rate forward contracts provide for a gold lease rate component in the price that takes into account market lease rates over the term of the contract. Gold lease rates reflect the borrowing cost for gold. Floating rate forwards are accounted for as cash flow hedges.

Synthetic forward contracts represent combinations of purchased put options and written call options at the same strike price, maturity date and number of ounces. The combination achieves the same risk management result as gold forward sales contracts.

Expected Maturity Date or Transaction Date

Fair Value

Put Option Contracts:

2002

2003

2004

2005

2006

Thereafter

Total/Average

US$ (000)

As Revised

US$ Denominated Fixed Purchased Puts:

Ounces/Fair Value

152.4

209.1

202.8