UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated August 31, 2009

AngloGold Ashanti Limited

 

(Name of registrant)

76 Jeppe Street
Newtown, 2001
(P.O. Box 62117, Marshalltown, 2107)
South Africa (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ  Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o  No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o  No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o  No þ

Enclosure:

UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO ANGLOGOLD ASHANTI LIMITED (“ANGLOGOLD ASHANTI”)

 

 

UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATING TO ANGLOGOLD ASHANTI LIMITED (“ANGLOGOLD ASHANTI”)

The unaudited pro forma financial data presents AngloGold Ashanti’s unaudited pro forma consolidated income statements for the year ended December 31, 2008 and the six months ended June 30, 2009 and AngloGold Ashanti’s unaudited consolidated pro forma balance sheet as at December 31, 2008. The pro forma consolidated income statements give effect to AngloGold Ashanti’s disposition of its 33.33% joint venture interest in the Boddington project and receipt of proceeds thereon (the “Boddington Disposition”) as if the Boddington Disposition had occurred at the beginning of each period presented. The pro forma consolidated balance sheet gives effect to the Boddington Disposition as if it had occurred as of December 31, 2008.

The unaudited pro forma financial data appearing herein is for information purposes only. It is hypothetical and does not purport to represent what AngloGold Ashanti’s results of operations would have been had the Boddington Disposition in fact occurred at the beginning of the periods indicated or to project AngloGold Ashanti’s results of operations for the present year or for any future period or AngloGold Ashanti’s financial position on December 31, 2008 or any other date. These pro forma financial statements are based on the assumptions set forth in the notes to such statements and should be read in conjunction with AngloGold Ashanti’s related financial statements and the notes thereto.

ANGLOGOLD ASHANTI LIMITED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2008

		Actual audited												Unaudited
		twelve months ended												pro forma
		December 31, 2008				Pro forma				Note				twelve months ended
		US GAAP				adjustments				reference				December 31, 2008
		(In $ millions, except number of shares and per share amounts)
Sales and other income			3,730												3,730
Product sales			3,655												3,655
Interest, dividends and other			75												75
Cost and expenses			4,103				(23	)							4,080
Production costs			2,159												2,159
Exploration costs			126												126
Related party transactions			(10	)											(10	)
General and administrative			136												136
Royalties			78												78
Market development cost			13												13
Depreciation, depletion and amortization			615												615
Impairment of assets			670												670
Interest expense			72				(23	)			1				49
Accretion expense			22												22
Employment severance costs			9												9
Profit on sale of assets, realization of loans, indirect taxes and other			(64	)											(64	)
Non-hedge derivative loss			258												258
Other operating items			19												19
(Loss)/income from continuing operations before income tax and equity income in affiliates			(373	)			23								(350	)
Taxation expense			(22	)											(22	)
Equity loss in affiliates			(149	)											(149	)
Net (loss)/income from continuing operations			(544	)			23								(521	)
Discontinued operations			23												23
Net (loss)/income			(521	)			23								(498	)
Net income attributable to noncontrolling interests			(42	)											(42	)
Net (loss)/income — attributable to common stakeholders			(563	)			23								(540	)
(Loss)/income per share attributable to common stockholders: (cents)
From continuing operations
Ordinary shares			(186	)			7				2				(179	)
E Ordinary shares			(93	)			4				2				(89	)
Ordinary shares — diluted			(186	)			7				3				(179	)
E Ordinary shares — diluted			(93	)			4				3				(89	)
Discontinued operations
Ordinary shares			7												7
E Ordinary shares			4												4
Ordinary shares — diluted			7												7
E Ordinary shares — diluted			4												4
Net (loss)/income
Ordinary shares			(179	)			7				2				(172	)
E Ordinary shares			(89	)			4				2				(85	)
Ordinary shares — diluted			(179	)			7				3				(172	)
E Ordinary shares — diluted			(89	)			4				3				(85	)
Weighted average number of shares used in computation
Ordinary shares			313,157,584												313,157,584
E Ordinary shares — basic and diluted			4,046,364												4,046,364
Ordinary shares — diluted			313,157,584								4				313,157,584

ANGLOGOLD ASHANTI LIMITED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2009

		Actual												Unaudited
		six months ended												pro forma
		June 30, 2009				Pro forma				Note				six months ended
		US GAAP				adjustments				reference				June 30, 2009
		(In $ millions, except number of shares and per share amounts)
Sales and other income			1,501												1,501
Product sales			1,441												1,441
Interest, dividends and other			60												60
Cost and expenses			1,148				(11	)							1,137
Production costs			955												955
Exploration costs			51												51
Related party transactions			(7	)											(7	)
General and administrative			73												73
Royalties			36												36
Market development cost			6												6
Depreciation, depletion and amortization			285												285
Impairment of assets			—												—
Interest expense			57				(11	)			1				46
Accretion expense			8												8
Employment severance costs			6												6
Profit on sale of assets, realization of loans, indirect taxes and other			(83	)							5				(83	)
Non-hedge derivative gain			(239	)											(239	)
Other operating items			—												—
Income from continuing operations before income tax and equity income in affiliates			353				11								364
Taxation expense			(154	)							6				(154	)
Equity income in affiliates			44												44
Net income from continuing operations			243				11								254
Discontinued operations			—												—
Net income			243				11								254
Net income attributable to noncontrolling interests			(13	)											(13	)
Net income — attributable to common stakeholders			230				11								241
Income per share attributable to common stockholders: (cents)
From continuing operations
Ordinary shares			65				3				2				68
E Ordinary shares			33				2				2				35
Ordinary shares — diluted			64				3				3				67
E Ordinary shares — diluted			32				2				3				34
Discontinued operations
Ordinary shares			—				—								—
E Ordinary shares			—				—								—
Ordinary shares — diluted			—				—								—
E Ordinary shares — diluted			—				—								—
Net income
Ordinary shares			65				3				2				68
E Ordinary shares			33				2				2				35
Ordinary shares — diluted			64				3				3				67
E Ordinary shares — diluted			32				2				3				34
Weighted average number of shares used in computation
Ordinary shares			354,588,988												354,588,988
E Ordinary shares — basic and diluted			3,918,250												3,918,250
Ordinary shares — diluted			355,496,294								4				355,496,294

Pro Forma Adjustments

1		Interest expense
		Consequential reduction in interest expense from repayment of short-term debt calculated using a 3.06 percent annual interest rate.
2		Income per share
		Basic earnings per share is computed by dividing net profits by the weighted average number of shares in issue using the two class method of computation.
3		Diluted income per share
		The diluted income per share is calculated by dividing net profits by the weighted average diluted number of shares in issue using the two class method of computation. The effect of the diluted income per share for the year ended December 31, 2008 is anti-dilutive and therefore the diluted earnings per share are the same as the basic earnings per share.
4		Weighted average diluted number of shares
		The calculation of diluted earnings per share did not take into account the effect of 872,373 shares issuable on share awards at December 31, 2008 as the effect of this was anti-dilutive. At June 30, 2009, the effect of 907,306 shares issuable on share awards was included in the calculation of diluted earnings per share.
5		Profit on the Boddington Disposition
		The profit on the Boddington Disposition is calculated as follows:

		US$ Millions
Total proceeds from the Boddington Disposition			1,154
Total net assets related to the Boddington Disposition			(1,050	)
Profit on the Boddington Disposition			104

		Proceeds include a cash payment of US$750 million, discounted deferred payment of US$230 million as well as capital and working capital reimbursements of US$174 million.
		The profit on the Boddington Disposition in June 2009 was $104m (before tax of $25m); compared to an estimated profit of $251m (before tax of $61m) in December 2008. The actual profit for June 2009 is lower than 2008, mainly due to translation, additional costs and a higher carrying value for Boddington at June 2009, resulting in a lower profit as well as a lower tax charge when compared to December 2008.
6		Taxation
		Taxation includes US$25 million relating to the Boddington Disposition.

ANGLOGOLD ASHANTI LIMITED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2008

		Actual at												Unaudited
		December 31, 2008				Pro forma				Note				Pro forma
		US GAAP				adjustments				reference				December 31, 2008
		(In $ millions)
Assets
Current assets			2,947				(541	)							2,406
Cash and cash equivalents			575												575
Restricted cash			44												44
Receivables			224				240				1				464
Trade			39												39
Recoverable taxes, rebates, levies and duties			64												64
Related parties			4												4
Other			117				240				1				357
Inventories			552												552
Materials on the leach pad			49												49
Derivatives			571												571
Deferred taxation assets			150												150
Assets held for sale			782				(781	)			2				1
Property, plant and equipment, net			4,765												4,765
Acquired properties, net			814												814
Goodwill			132												132
Other intangibles, net			20												20
Other long-term inventory			40												40
Materials on the leach pad			261												261
Other long term assets			421												421
Deferred taxation assets			51												51
Total assets			9,451				(541	)							8,910
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities			3,445				(719	)							2,726
Trade accounts payable			314												314
Payroll and related benefits			92												92
Other current liabilities			144												144
Derivatives			1,758												1,758
Short-term debt			1,067				(750	)			3				317
Tax payable			28				73				4				101
Liabilities held for sale			42				(42	)			5				—
Other non-current liabilities			117												117
Long-term debt			873												873
Derivatives			130												130
Deferred taxation liabilities			1,008				(12	)			6				996
Provision for environmental rehabilitation			302												302
Provision for labor, civil, compensation claims and settlements			31												31
Provision for pension and other post-retirement medical benefits			139												139
Commitments and contingencies			—												—
Equity			3,406				190								3,596
Common stock
400,000,000 authorized common stock of 25 ZAR cents each
Stock issued in 2008 - 353,483,410 shares			12												12
Additional paid in capital			7,502												7,502
Accumulated deficit			(3,044	)			190				7				(2,854	)
Accumulated other comprehensive income			(1,148	)											(1,148	)
Total stockholders’ equity			3,322				190								3,512
Noncontrolling interest			84												84
Total liabilities and equity			9,451				(541	)							8,910

Pro Forma Adjustments

1		Deferred proceeds
		Deferred proceeds of US$240 million, which is receivable in freely tradable shares of Newmont Mining Corporation or cash on or before December 31, 2009.
2		Assets held for sale
		Disposal of the Boddington assets held for sale of US$781 million, comprising tangible assets being mine development, property plant and equipment and intangible assets being goodwill.
3		Proceeds on disposal
		Repayment of US$750 million of short-term debt from the cash proceeds of the Boddington Disposition.
4		Taxation on disposal
		Taxation effects of US$73 million arising from the Boddington Disposition.
5		Liabilities held for sale
		Liabilities held for sale comprises mainly environmental rehabilitation liabilities and trade and other payables.
6		Deferred taxation liabilities
		Reversal of US$12 million deferred taxation arising from the Boddington Disposition.
7		Profit on the Boddington Disposition
		The profit on the Boddington Disposition is calculated as follows:

		US$ Millions
Total proceeds from the Boddington Disposition			990
Total net assets related to the Boddington Disposition			(739	)
Net taxation on the Boddington Disposition			(61	)
Net profit on the Boddington Disposition			190

SIGNATURES

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