Obligation Newmount Corp 4.875% ( US651639AP18 ) en USD

Newmount Corp

100 % ▲

Etats-unis

US651639AP18 ( en USD )

4.875% par an ( paiement semestriel )

14/03/2042

Prospectus brochure de l'obligation Newmont Corp US651639AP18 en USD 4.875%, échéance 14/03/2042

2 000 USD

1 000 000 000 USD

651639AP1

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/09/2026 ( Dans 164 jours )

Newmont Corporation est une société minière aurifère multinationale cotée en bourse, l'une des plus grandes productrices d'or au monde, possédant et exploitant des mines d'or et des projets d'exploration dans plusieurs pays.

L'Obligation émise par Newmount Corp ( Etats-unis ) , en USD, avec le code ISIN US651639AP18, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2042

L'Obligation émise par Newmount Corp ( Etats-unis ) , en USD, avec le code ISIN US651639AP18, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Newmount Corp ( Etats-unis ) , en USD, avec le code ISIN US651639AP18, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d309315d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161915
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed
Offering
Maximum
Amount of
Title of Each Class of
Amount to be
Price Per
Aggregate
Registration
Securities to be Registered

Registered

Security

Offering Price (1)
Fee

3.500% Senior Notes due 2022
$1,500,000,000 99.239%
$1,488,585,000 $170,591.84
4.875% Senior Notes due 2042
1,000,000,000 99.142%
991,420,000

113,616.73
Guarantees of Senior Notes

--
--
-- --(2)
Total

$2,480,005,000 $284,208.57
(1) Equals the aggregate principal amount of notes being registered. Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees.

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Prospectus Supplement
March 5, 2012
(To Prospectus Dated September 15, 2009)
NEWMONT MINING CORPORATION
$1,500,000,000 3.500% Senior Notes due 2022
$1,000,000,000 4.875% Senior Notes due 2042
We are offering $1,500,000,000 aggregate principal amount of our 3.500% Senior Notes due 2022 (the "2022 notes") and
$1,000,000,000 aggregate principal amount of our 4.875% Senior Notes due 2042 (the "2042 notes" and, together with the 2022
notes, the "notes"). The 2022 notes will bear interest at a rate of 3.500% per year and the 2042 notes will bear interest at a rate of
4.875% per year, in each case payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September
15, 2012. The 2022 notes will mature on March 15, 2022 and the 2042 notes will mature on March 15, 2042, in each case unless
earlier redeemed.
We may redeem some or all of the notes at any time or from time to time. The redemption prices are discussed under
"Description of Notes -- Optional Redemption." In addition, upon the occurrence of both (i) a change of control of Newmont and
(ii) a downgrade within a specified period of the notes from an investment grade rating to below an investment grade rating by each
of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, unless we have exercised our right to redeem all the
notes, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and
unpaid interest, if any, to the date of repurchase.
The notes will rank equally with all our existing and future unsecured senior debt and senior to all our future subordinated
debt. The notes will be guaranteed on a senior unsecured basis by our subsidiary Newmont USA Limited. This guarantee will be the
unsecured senior obligation of Newmont USA Limited. The guarantee will be released if Newmont USA Limited ceases to guarantee
more than $75 million of other debt of Newmont.
The notes are new securities, and currently there is no established market for the notes. Accordingly, we cannot assure you
as to the development or liquidity of any market for the notes. We do not intend to apply for a listing of the notes on any securities
exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per 2022 Note
Total(1)

Per 2042 Note
Total(1)

Public offering price

99.239%
$1,488,585,000
99.142%
$991,420,000
Underwriting discount

0.650%
$
9,750,000
0.875%
$ 8,750,000
Proceeds to us (before expenses)

98.589%
$1,478,835,000
98.267%
$982,670,000
(1) Plus accrued interest, if any, from March 8, 2012.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company and its
direct participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on
or about March 8, 2012.
Joint Book-Running Managers

Deutsche Bank Securities

HSBC

RBS
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Senior Co-Managers

BMO Capital Markets
BNP PARIBAS Scotiabank SMBC Nikko
UBS Investment Bank
Co-Managers

ANZ Securities

CIBC

Credit Suisse
BofA Merrill Lynch

Mitsubishi UFJ Securities

Mizuho Securities
RBC Capital Markets

SOCIETE GENERALE

US Bancorp
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-ii
Forward-Looking Statements

S-ii
Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-22
Capitalization

S-23
Description of Notes

S-25
Certain United States Federal Income Tax Considerations

S-32
Certain Benefit Plan Investor Considerations

S-36
Underwriting

S-38
Experts

S-40
Validity of the Securities

S-41
Where You Can Find More Information

S-41
Prospectus

About this Prospectus

1

Forward-Looking Statements

1

The Company

3

Risk Factors

3

Use of Proceeds

3

Ratio of Earnings to Fixed Charges

3

Dividend Policy

4

Description of Capital Stock

4

Description of Debt Securities

10

Description of Other Securities

21

Plan of Distribution

21

Selling Securityholders

23

Validity of the Securities

23

Experts

23

Where You Can Find More Information

23

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with
information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We
are offering to sell, and seeking offers to buy, these notes only in jurisdictions where such offers and sales are permitted. You
should not assume that the information provided by this prospectus supplement and the accompanying prospectus or the
documents incorporated by reference in this document is accurate as of any date other than their respective dates. Our
business, financial condition, results of operations or prospects may have changed since those dates.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes certain matters relating to us and
this offering. The second part, the accompanying prospectus, gives more general information about securities we may offer from time
to time, some of which may not apply to the notes offered by this prospectus supplement and accompanying prospectus. For
information about the notes, see "Description of Notes" in this prospectus supplement. When we refer to this "document," we mean
this prospectus supplement and the accompanying prospectus, unless the context otherwise requires.
Before you invest in the notes, you should read the registration statement of which this document forms a part and this
document, including the documents incorporated by reference herein that are described under the heading "Where You Can Find More
Information."
If the information set forth in this prospectus supplement varies in any way from the information set forth in the
accompanying prospectus, you should rely on the information contained in this prospectus supplement. If the information set forth in
this prospectus supplement varies in any way from the information set forth in a document we have incorporated by reference, you
should rely on the information in the more recent document.
Unless we have indicated otherwise, or the context otherwise requires, references in this document to "Newmont," "the
Company," "we," "us," "our Company" or "our" refer to Newmont Mining Corporation and its consolidated subsidiaries, except
where it is clear that such terms refer to Newmont Mining Corporation only.
References in this document to "ounces attributable to Newmont" or "pounds attributable to Newmont" mean that portion of
gold or copper produced, sold or included in proven and probable reserves that is attributable to our ownership or economic interest.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to "$" or
"dollar" are to the lawful currency of the United States.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement (including information incorporated by reference herein) are
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are intended to be covered by the
safe harbor provided for under these sections. Words such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)",
"estimate(s)", "should", "intend(s)" and similar expressions are intended to identify forward-looking statements. Our forward-
looking statements may include, without limitation:

·
estimates regarding future earnings and the sensitivity of earnings to gold and other metal prices;

·
estimates of future mineral production and sales;

·
estimates of future production costs, other expenses and taxes for specific operations and on a consolidated basis;

·
estimates of future cash flows and the sensitivity of cash flows to gold and other metal prices;

·
estimates of future capital expenditures, construction, production or closure activities and other cash needs, for

specific operations and on a consolidated basis, and expectations as to the funding or timing thereof;

·
estimates as to the projected development of certain ore deposits, including the timing of such development, the costs

of such development and other capital costs, financing plans for these deposits and expected production
commencement dates;

·
estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of

reserves to metal price changes;

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·
statements regarding the availability of, and, terms and costs related to, future borrowing, debt repayment and

financing;

·
estimates regarding future exploration expenditures, results and reserves;

·
statements regarding fluctuations in financial and currency markets;

·
estimates regarding potential cost savings, productivity, operating performance, and ownership and cost structures;

·
expectations regarding the completion and timing of acquisitions or divestitures and projected synergies and costs

associated with acquisitions and related matters;

·
expectations regarding the start-up time, design, mine life, production and costs applicable to sales and exploration

potential of our projects;

·
statements regarding modifications to hedge and derivative positions;

·
statements regarding political, economic or governmental conditions and environments;

·
statements regarding future transactions;

·
statements regarding the impacts of changes in the legal and regulatory environment in which we operate;

·
estimates of future costs and other liabilities for certain environmental matters;

·
estimates of income taxes; and

·
estimates of pension and other post-retirement costs.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties and other
factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-
looking statements. Such risks include, but are not limited to:

·
the price of gold, copper and other commodities;

·
the cost of operations;

·
currency fluctuations;

·
geological and metallurgical assumptions;

·
operating performance of equipment, processes and facilities;

·
labor relations;

·
timing of receipt of necessary governmental permits or approvals;

·
domestic and foreign laws or regulations, particularly relating to the environment and mining;

·
changes in tax laws;

·
domestic and international economic and political conditions;

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·
our ability to obtain or maintain necessary financing; and

·
other risks and hazards associated with mining operations.
More detailed information regarding these factors is included in the sections titled "Business," "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our reports and other documents on file
with the SEC. Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not
to place undue reliance on our forward-looking statements.
All subsequent written and oral forward-looking statements attributable to Newmont or to persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements. We disclaim any intention or obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.

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SUMMARY
This summary contains basic information about us and this offering. Because it is a summary, it does not contain all
of the information that you should consider before investing in the notes. You should read this entire prospectus supplement
and the accompanying prospectus carefully, including the section entitled "Risk Factors," our financial statements and the
notes thereto incorporated by reference into this prospectus supplement, and other documents incorporated by reference into
this prospectus supplement and the accompanying prospectus, before making an investment decision.
Our Company
Newmont Mining Corporation is primarily a gold producer with significant operations and/or assets in the United States,
Australia, Peru, Indonesia, Ghana, New Zealand and Mexico. At December 31, 2011, we had proven and probable gold reserves
attributable to Newmont of 98.8 million ounces and an aggregate land position of approximately 31,500 square miles (81,500
square kilometers). We are also engaged in the production of copper, principally through our Batu Hijau operation in Indonesia
and Boddington operation in Australia.
Products
Gold
We had consolidated production of 5.9 million ounces of gold (5.2 million ounces attributable to Newmont) in 2011,
6.5 million ounces (5.4 million ounces) in 2010 and 6.5 million ounces (5.2 million ounces) in 2009. For 2011, 2010 and 2009,
88%, 81% and 83%, respectively, of our net revenues were attributable to consolidated gold sales. Of our 2011 consolidated
gold production, approximately 33% came from North America, 22% from South America, 35% from Asia Pacific and 10% from
Africa.
Copper
We had consolidated production of 352 million pounds of copper (206 million pounds attributable to Newmont) in 2011,
600 million pounds (327 million pounds) in 2010 and 504 million pounds (227 million pounds) in 2009. For 2011, 2010 and
2009, 12%, 19% and 17%, respectively, of our net revenues were attributable to consolidated copper sales.
Additional Information
Our principal executive offices are located at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111.
Our telephone number is (303) 863-7414. We maintain a website at http://www.newmont.com. Information presented on or
accessed through our website is not incorporated into, or made part of, this prospectus supplement or the accompanying
prospectus.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all of the information that may be important to you. For a more complete understanding of the notes, you should read
the section of this prospectus supplement entitled "Description of Notes." For purposes of this summary and the "Description
of Notes" section, references to "the Company," "Newmont," "issuer," "we," "our" and "us" refer only to Newmont Mining
Corporation and not to its subsidiaries.

Issuer
Newmont Mining Corporation, a Delaware corporation.

Notes
$1,500,000,000 principal amount of 3.500% Senior Notes due 2022.

$1,000,000,000 principal amount of 4.875% Senior Notes due 2042.

Maturity
March 15, 2022, in the case of the 2022 notes, and March 15, 2042, in the case
of the 2042 notes, in each case unless earlier redeemed.

Interest
3.500% per year, with respect to the 2022 notes, and 4.875% per year, with
respect to the 2042 notes. Interest will accrue from March 8, 2012, and will be
payable semi-annually in arrears on March 15 and September 15 of each year,
commencing on September 15, 2012.

Optional Redemption
We may redeem some or all of the notes at any time or from time to time. The
redemption prices are discussed under "Description of Notes -- Optional
Redemption."

Change of Control Repurchase Event
Upon the occurrence of both (i) a change of control of Newmont and (ii) a
downgrade within a specified period of the notes from an investment grade
rating to below an investment grade rating by both Moody's Investors Service,
Inc. and Standard & Poor's Ratings Services, unless we have exercised our
right to redeem all the notes, we will be required to make an offer to purchase
the notes at a price equal to 101% of their principal amount plus accrued and
unpaid interest, if any, to the date of repurchase.

Covenants
Under the indenture for the notes, we are subject to covenants limiting our
ability to issue debt secured by mortgages on our or our restricted subsidiaries'
principal properties or the stock or debt of our restricted subsidiaries without
equally and ratably securing the notes. In addition, under the indenture for the
notes, our ability to engage in sale-leaseback transactions on our principal
properties is also limited. See "Description of Debt Securities -- Restrictive
Covenants Required by the Indenture" in the accompanying prospectus. Neither
we nor any of our subsidiaries are subject to any financial covenants under the
indenture governing the notes. In addition, neither we nor any of our subsidiaries
are restricted under the indenture from incurring unsecured debt, paying
dividends or issuing or repurchasing our securities.

Events of Default
If there is an event of default under the notes, the principal amount of the notes,
plus accrued and unpaid interest, may be declared immediately due and payable.
These amounts automatically become due and payable if an event of default
relating to certain events of bankruptcy, insolvency or reorganization occurs.

Ranking
The notes will be our general unsecured obligations that will rank senior in right
of payment to any of our future indebtedness that is expressly

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subordinated in right of payment to the notes and equally in right of payment
with all of our existing and future unsecured indebtedness and liabilities that are
not so subordinated. The notes will effectively rank junior to any secured

indebtedness of Newmont to the extent of the value of the assets securing such
indebtedness, and will be effectively subordinated to all debt and other
liabilities of our non-guarantor subsidiaries.

At December 31, 2011, our total consolidated indebtedness was approximately
$4.3 billion. After giving pro forma effect to the sale of the notes and the use of
proceeds therefrom, our as adjusted total consolidated indebtedness would have
been approximately $6.1 billion. Approximately $55 million of that amount was
indebtedness to third parties of our non-guarantor subsidiaries, which is
structurally senior to the notes because it consists of obligations at the
subsidiary level.

Subsidiary Guarantee
The notes will initially be guaranteed on a senior unsecured basis by our
subsidiary Newmont USA Limited. The guarantee will be released if Newmont
USA Limited ceases to guarantee more than $75 million of other debt of
Newmont. As of December 31, 2011, Newmont USA Limited guaranteed $600
million of other debt of Newmont that did not contain a similar fall-away
provision. See "Description of Debt Securities -- Subsidiary Guarantees of
Newmont USA Limited" in the accompanying prospectus.

The guarantee will be a general unsecured senior obligation of Newmont USA
Limited and will rank equal in right of payment to all of Newmont USA
Limited's existing and future senior unsecured indebtedness and senior in right
of payment to all of Newmont USA Limited's future subordinated indebtedness.
The guarantee will effectively rank junior to any secured indebtedness of
Newmont USA Limited to the extent of the value of the assets securing such
indebtedness.

At December 31, 2011, Newmont USA Limited had approximately $4.3 billion
of consolidated indebtedness (including guaranteed debt), which consisted of
approximately $4.1 billion of guarantees of indebtedness of Newmont, and
approximately $166 million of its own debt, which is secured. Financial
information for Newmont USA Limited can be found in the Newmont SEC
filings (File No. 001-31240) as listed under "Where You Can Find More
Information."

Use of Proceeds
We estimate that the net proceeds we will receive from this offering will be
approximately $2,460 million, after deducting the underwriting discount and
estimated expenses of this offering payable by us. We intend to use the net
proceeds of this offering for (i) repayment of the outstanding balance under our
senior revolving credit facility (which was drawn upon in January and February
2012 principally to repay our 2012 convertible senior notes and to pay a portion
of the payments in connection with the exercise of the early purchase option
under the sale-leaseback for our refractory ore treatment plant in Nevada), (ii)
settlement of certain forward starting swaps contracts, (iii) remaining payments
to be made during 2012 in connection with the exercise of the early purchase
option under the sale-leaseback agreement relating to our refractory ore
treatment plant in Nevada, and (iv) general corporate purposes (which may
include funding associated with exploration,

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