Randfontein Office Park
CNR Ward Avenue and Main Reef Road
Randfontein, 1760
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

(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       No þ

 

 

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.

Dated: May 8, 2009
Harmony Gold Mining Company Limited

By: /s/ Graham Briggs
Name: Graham Briggs

Title: Chief Executive Officer

HARMONY
Incorporated in the Republic of South Africa
Registration Number 1950/038232/06
(“Harmony” or “Company”)
JSE Share code: HAR
NYSE Share code: HMY
ISIN Code: ZAE 000015228

Financial review for the third quarter and nine months ended 31 March 2009

Quarter at a glance

*		Continue to be safety conscious
*		Achieved zero net debt
*		Headline earnings up by 5%
*		Strong cash flow, with cash operating profit at R1.2 billion
*		Five years of accumulated losses reversed
*		Capital expenditure reduced, as predicted
*		Elandsrand: both production and cash operating cost (R/kg) results have improved
*		Target: improved production and cash operating cost (R/kg) results
*		3% decline in total gold production
*		2% increase in cash operating costs (R/kg)

Financial summary for the third quarter ended 31 March 2009

				Quarter				Quarter								Quarter
				March				December				Q-on-Q				March
				2009				2008				variance				2008
Gold produced		-   kg			10 880				11 267				(3,4	%)			10 133
		-   oz			349 801				362 242				(3,4	%)			325 783
Cash costs		-   R/kg			171 361				168 299				(1,8	%)			147 097
		-   $/oz			537				527				(1,9	%)			624
Gold sold		-   kg			10 247				12 415				(17,5	%)			10 347
		-   oz			329 447				399 150				(17,5	%)			332 663
Cash operating profit		-   Rm			1 176				1 113				5,7	%			817
		-   US$m			118				112				5,4	%			110
Basic profit		-   SAc/s			231				324				(28,7	%)			86
		-   USc/s			23				33				(30,3	%)			12
Headline profit		-   SAc/s			123				121				1,7	%			63
		-   USc/s			12				12				—				8

Harmony’s Annual Report, Notice of Meeting, Sustainable Development Report and its Annual Report filed on a Form 20F with the United States’ Securities and Exchange Commission for the year ended 30 June 2008 are available on our website at www.harmony.co.za.

Chief Executive Officer’s Review

“Harmony is financially healthy. We have delivered on our promise to reduce our debt, preserve cash and position the company to become net debt-free. Our shareholders have invested in an uncomplicated, safety-conscious company with a strong cash flow, growing pipeline, a steady margin, completely unhedged and geared for gold bulls.”

Graham Briggs, Chief Executive Officer

Overview

A number of initiatives have been implemented to address safety, throughput,

grade, production, costs and Harmony’s financial position.

We have made excellent progress with safety, achieving improved safety rates and receiving safety awards. We continue to drive our behaviour-based safety programme, which is aimed at changing the attitudes and mindsets of all within the company on and off the mines.

We have taken cognisance of the Presidential Mine Safety Audit report that was released in February 2009 and will continue to address safety in a pro-active manner. Only safe production within Harmony is rewarded.

Strategic planning for the financial year 2009/2010 began during the past quarter. Harmony’s executive management met in February 2009 to address how to further improve safety, how production targets would be achieved and maintained, and how sustainable profits would be generated. Planning parameters have been agreed and shaft strategic plans will be signed off in July 2009. Our planning has been done at a gold price of R225 000/kg, leaving Harmony with a reasonably strong margin.

Safety

We are deeply saddened by the deaths of three of our colleagues. We extend our heartfelt condolences to their families, friends and team members.

Those who died were: Mziwabantu Bondlani, a driller at Elandsrand; Zolane Maboza, a miner at Tshepong, and Patrick Mabitsoa, a loco driver at Masimong.

Year on year, the Fatality Injury Frequency Rate (FIFR) deteriorated by 30% quarter on quarter (from 0.10 to 0.13) as a result of the three fatalities. Despite the deterioration, all our other rates have improved and we have seen significant safety achievements from most of our operations. Quarter on quarter the Lost Time Injury Frequency Rate (LTIFR) and the Reportable Injury Frequency Rate improved.

The aforementioned deterioration in our FIFR is, of course, a cause of considerable concern to us. Detailed investigation of recent fatalities indicates that falls of ground (FOG) - both gravity and seismicity induced - and trucks and tramming are the primary causes.

This finding has prompted a number of interventions. A safety workshop on 2 April 2009 focused on FOG prevention and on safer trucks and tramming operations, amongst other safety- and health- related matters.

In respect of FOG prevention, it has been decided to: adopt the Mine Occupational Safety and Health entry examination process in terms of which entire crews sign safe work declarations; introduce FOG committees at all operations; investigate the use of netting and/or mesh in development ends; enforce effective use of rock bolting; and investigate mechanisation prospects - specifically remote drilling - to remove workers from potential hazard situations.

To effect safer trucks and tramming operations, we are: investigating the implementation an anti-collision warning system; completing and implementing the Department of Minerals and Energy’s Rail-bound Equipment Code of Practice.

Production and costs

In the past quarter, most of the shafts experienced a slow start-up after the Christmas break. While underground volumes decreased, grade remained static, resulting in a marginal decrease in gold production.

Quality training, development programmes, a motivating climate, disciplined mining, team-building initiatives to improve team work, pro- active human resources policies and practices, and improved logistics have all been implemented to address productivity. We believe that improved productivity will result in increased production and lower costs. Some mines have already shown improvement, but it will take some time before all our mines are performing at the desired levels.

Harmony’s operating costs for the quarter declined due mainly to lower production and, to a limited extent, the drop in prices of consumables. The R/kg costs were slightly higher due to lower production.

Gold market

The past quarter saw the gold price at record highs, at levels above R300 000/kg and US$900/oz. Gold has become a currency rather than a commodity a - good reason for us to remain bullish about the gold price. We believe that the uncertainty in world-wide markets will support a stronger gold price. Gold remains a safe investment, as can be seen with ETF funds continuing to increase their gold stockpile and from China’s recent announcement that it has increased its gold reserves by 75%.

We have been a gold producer for the past 60 years and we believe that we have the correct mix of assets to benefit from stronger gold prices. Harmony is well-leveraged against the gold price with no hedging and an uncomplicated structure, and we are working towards increasing gold production to benefit from the higher gold prices.

Debt position

Harmony sold 60% of certain uranium and gold assets of Randfontein Estates Limited (a wholly-owned subsidiary of Harmony) to Pamodzi Resources Fund 1 LLP (“PRF”). The uranium and gold assets were sold into a company, Rand Uranium (Proprietary) Limited (“Rand Uranium”), for a purchase consideration of US$348 million. Harmony retains 40% of Rand Uranium’s shareholding and in exchange for 60% of the issued share capital of Rand Uranium, Harmony would receive US$209 million. PRF paid the first tranche of US$40 million in November 2008. The second tranche of US$169 million, plus interest thereon at 5% per annum, was payable in April 2009. Shareholders’ attention is drawn to various announcements made relating to the transaction on 19 December 2007, 24 October 2008 and 21 November 2008.

On 20 April 2009 PRF paid approximately US$172 million to Harmony as final payment in terms of the Rand Uranium transaction. We are excited about the future of Rand Uranium and look forward to sharing in Rand Uranium’s success, together with PRF and its investors, First Reserve Corporation and AMCI Capital.

We have completed our planned capital raising, exploiting favourable market conditions by issuing a second tranche of shares for cash in the open market, pursuant to our mandate given by shareholders at the Annual General Meeting.

In the capital raising, 7 540 646 shares were placed between 10 February 2009 and 6 March 2009 at an average subscription price of R124.45, raising R938 million before costs. The average issue price compares favourably with the weighted average share price on the JSE over the same period of R122.75 per share. The number of shares issued is equivalent to 1,9% of Harmony’s issued share capital as at 30 September 2008. Combined with the share issue announced in December 2008, the cumulative shares issued amounts to R1.9 billion or 4,5% of the issued share capital. To date, the total number of shares in issue is 425 763 329. The cost of the second placement was approximately R15 million or

1,6% of the value of the shares issued.
JP Morgan Equities Limited acted as transaction advisor.

The combined effect of the above is that Harmony is net debt free.

The proceeds from the capital raising and the Rand Uranium transaction, totalling R2.7 billion, will be used to repay Harmony’s convertible bond due in May 2009 and its short-term debt, leaving a positive cash balance of approximately R1.6 billion.

Class action

During January 2009, the Plaintiff filed with the Court an Amended Complaint. The company has filed a Motion to Dismiss that Amended Complaint, and the Plaintiff has filed an opposition to that Motion. The company will be filing a Reply Memorandum in further support of its Motion. It is not possible to predict with certainty when the Court will rule on the Motion, but we would estimate that such a decision will be made within the next six months.

Mergers and acquisitions

We continue conducting due diligences but have not identified available assets which could potentially increase the quality of our own asset base.

Royalty payment delayed

In February 2009 the National Treasury announced that the implementation of a mining royalty would be delayed by 10 months, taking into account the potential impact of the economic slowdown on the mining industry.

Looking forward

Harmony is in excellent financial health with a strong balance sheet, reflecting the benefits of the various remedial measures taken in the past 18 months.

Our strategic plans support our target of achieving 2.2 million ounces in 2012. Phakisa, Doornkop and Elandsrand will be in full production in 2012 and higher grades from the Tshepong Decline, the Bambanani shaft pillar and the Evander 8 Decline are expected. We continue to focus on creating a better understanding of Harmony’s orebodies through exploration drilling and development, our interpretation of the geology, building credible geological models and formulating clear development strategies.

Construction of the Hidden Valley gold mine in Papua New Guinea has progressed well and the mine will be commissioned mid-2009. Final commissioning of the overland conveyor in September 2009 will mean that both Hidden Valley ore and ore from the Hamata pit will be processed through the metallurgical plant, adding to production volumes.

The Evander South project and the St Helena tailings project in the Free State provide us with exciting organic growth opportunities to take us to greater levels of production post-2012.

We have positioned the company in such a way that we are able to deliver on our promise of paying a dividend in future. Our focus now remains on achieving our overall targets and delivering consistent results.

Chief Executive Officer
Graham Briggs

CONDENSED CONSOLIDATED INCOME STATEMENT (Rand)(Unaudited)

										Quarter ended
						March				December				March
						2009				2008				2008
		Notes				R million				R million				R million
Continuing operations
Revenue							3 005				3 146				2 334
Cost of sales			2				(2 206	)			(2 383	)			(1 820	)
Production cost							(1 830	)			(2 033	)			(1 517	)
Amortisation and depreciation							(303	)			(310	)			(189	)
Employment termination and restructuring costs							(11	)			(16	)			(86	)
Other items							(62	)			(24	)			(28	)
Gross profit							799				763				514
Corporate, administration and other expenditure							(80	)			(92	)			(55	)
Exploration expenditure							(71	)			(75	)			(55	)
Other income/(expenses) - net			3				326				78				(16	)
Operating profit							974				674				388
Profit/(loss) from associates							14				(52	)			(10	)
Profit on sale of investment in associate							—				—				—
Impairment of investment in associate							—				—				—
Profit on sale of investment in subsidiary							6				—				—
Mark-to-market of listed investments							—				—				—
Loss on sale of listed investments							—				—				—
Investment income							152				107				54
Finance cost							(40	)			(61	)			(123	)
Profit/(loss) before taxation							1 106				668				309
Taxation							(125	)			(220	)			(156	)
Net profit/(loss) from continuing operations							981				448				153
Discontinued operations			4
(Loss)/profit from discontinued operations							(9	)			868				192
Net profit/(loss)							972				1 316				345
Earnings/(loss) per ordinary share (cents)			5
- Earnings/(loss) from continuing operations							233				110				38
- (Loss)/earnings from discontinued operations							(2	)			214				48
Total earnings/(loss) per ordinary share (cents)							231				324				86
Diluted earnings/(loss) per ordinary share (cents)			5
- Earnings/(loss) from continuing operations							232				110				38

										Quarter ended
						March				December				March
						2009				2008				2008
		Notes				R million				R million				R million
- (Loss)/earnings from discontinued operations							(2	)			213				48
Total diluted earnings/(loss) per ordinary share (cents)							230				323				86

		Nine months ended
		March				March
		2009				2008
		R million				R million
Continuing operations
Revenue			8 833				6 590
Cost of sales			(6 814	)			(5 893	)
Production cost			(5 737	)			(5 048	)
Amortisation and depreciation			(921	)			(618	)
Employment termination and restructuring costs			(39	)			(162	)
Other items			(117	)			(65	)
Gross profit			2 019				697
Corporate, administration and other expenditure			(263	)			(196	)
Exploration expenditure			(191	)			(141	)
Other income/(expenses) - net			910				(127	)
Operating profit			2 475				233
Profit/(loss) from associates			(37	)			(10	)
Profit on sale of investment in associate			1				—
Impairment of investment in associate			(112	)			—
Profit on sale of investment in subsidiary			6				—
Mark-to-market of listed investments			—				33
Loss on sale of listed investments			—				(459	)
Investment income			337				194
Finance cost			(186	)			(383	)
Profit/(loss) before taxation			2 484				(392	)
Taxation			(580	)			(207	)
Net profit/(loss) from continuing operations			1 904				(599	)
Discontinued operations
(Loss)/profit from discontinued operations			785				424
Net profit/(loss)			2 689				(175	)
Earnings/(loss) per ordinary share (cents)
- Earnings/(loss) from continuing operations			464				(150	)
- (Loss)/earnings from discontinued operations			191				106
Total earnings/(loss) per ordinary share (cents)			655				(44	)
Diluted earnings/(loss) per ordinary share (cents)
- Earnings/(loss) from continuing operations			462				(150	)
- (Loss)/earnings from discontinued operations			190				106
Total diluted earnings/(loss) per ordinary share (cents)			652				(44	)

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

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (Rand)(Unaudited)

						Quarter ended
		March				December				March
		2009				2008				2008
		R million				R million				R million
Net profit/(loss) for the period			972				1 316				345
Attributable to:
Owners of the parent			972				1 316				345
Non-controlling interest			—				—				—
Other comprehensive (loss)/income for the period, net of income tax			(220	)			(115	)			643

						Quarter ended
		March				December				March
		2009				2008				2008
		R million				R million				R million
Foreign exchange translation (loss)/profit			(203	)			(208	)			696
Mark-to-market of available-for-sale investments			(17	)			93				(53	)
Total comprehensive income for the period			752				1 201				988
Attributable to:
Owners of the parent			752				1 201				988
Non-controlling interest			—				—				—

		Nine months ended
		March				March
		2009				2008
		R million				R million
Net profit/(loss) for the period			2 689				(175	)
Attributable to:
Owners of the parent			2 689				(175	)
Non-controlling interest			—				—
Other comprehensive (loss)/income for the period, net of income tax			(247	)			1 057
Foreign exchange translation (loss)/profit			(292	)			623
Mark-to-market of available-for-sale investments			45				434
Total comprehensive income for the period			2 442				882
Attributable to:
Owners of the parent			2 442				882
Non-controlling interest			—				—

CONDENSED CONSOLIDATED BALANCE SHEET (Rand)

						At								At
						March				At				June
						2009				December				2008
						(Unaudited)				2008				(Audited)
		Notes				R million				R million				R million
ASSETS
Non-current assets Property, plant and equipment							28 103				27 786				27 556
Intangible assets							2 223				2 223				2 209
Restricted cash							167				169				78
Restricted investments							1 608				1 567				1 465
Investments in financial assets							17				28				67
Investments in associates			6				242				228				145
Trade and other receivables							73				56				137
							32 433				32 057				31 657
Current assets
Inventories							914				898				693
Trade and other receivables							2 871				2 732				875
Income and mining taxes							58				108				82
Cash and cash equivalents							2 839				1 645				413
							6 682				5 383				2 063
Non-current assets classified as held for sale			4				425				407				1 537
							7 107				5 790				3 600
Total assets							39 540				37 847				35 257

						At								At
						March				At				June
						2009				December				2008
						(Unaudited)				2008				(Audited)
		Notes				R million				R million				R million
EQUITY AND LIABILITIES
Share capital and reserves
Share capital			7				28 081				27 126				25 895
Other reserves							503				671				676
Retained earnings/(accumulated loss)							857				(114	)			(1 832	)
							29 441				27 683				24 739
Non-current liabilities
Borrowings			8				159				188				242
Deferred income tax							3 796				3 699				2 990
Provisions for other liabilities and charges							1 366				1 342				1 273
							5 321				5 229				4 505
Current liabilities
Trade and other payables							1 489				1 613				1 372
Provisions and accrued liabilities							268				273				287
Borrowings			8				2 681				2 671				3 857
							4 438				4 557				5 516
Liabilities directly associated with non-current assets classified as held for sale			4				340				378				497
							4 778				4 935				6 013
Total equity and liabilities							39 540				37 847				35 257
Number of ordinary shares in issue							425 763 329				417 637 697				403 253 756
Net asset value per share (cents)							6 915				6 628				6 135

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

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Rand)(Unaudited)

										Retained
		Issued								earnings/
		share				Other				(accumulated
		capital				reserves				loss)				Total
		R million				R million				R million				R million
Note			7
Balance - 30 June 2008			25 895				676				(1 832	)			24 739
Issue of share capital			2 186				—				—				2 186
Deferred share-based payments			—				74				—				74
Comprehensive (loss)/income for the period			—				(247	)			2 689				2 442
Balance as at 31 March 2009			28 081				503				857				29 441
Balance - 30 June 2007			25 636				(349	)			(1 581	)			23 706

										Retained
		Issued								earnings/
		share				Other				(accumulated
		capital				reserves				loss)				Total
		R million				R million				R million				R million
Issue of share capital			230				—				—				230
Deferred share-based payments			—				23				—				23
Comprehensive income/(loss) for the period			—				1 057				(175	)			882
Balance as at 31 March 2008			25 866				731				(1 756	)			24 841

CONDENSED CONSOLIDATED CASH FLOW STATEMENT (Rand)(Unaudited)

						Three months ended
										December
						March				2008				March
						2009				(Restated)				2008
		Notes				R million				R million				R million
Cash flow from operating activities
Cash generated by operations			13				985				623				794
Interest and dividends received							156				112				64
Interest paid							(41	)			(62	)			(123	)
Income and mining taxes paid							(133	)			(142	)			(41	)
Cash generated by operating activities							967				531				694
Cash flow from investing activities
Decrease/(increase) in restricted cash							1				13				20
Net proceeds on disposal of listed investments							—				—				—
Net additions to property, plant and equipment			13				(645	)			(308	)			(884	)
Other investing activities							(163	)			64				6
Cash utilised by investing activities							(807	)			(231	)			(858	)
Cash flow from financing activities
Long-term loans raised							—				—				—
Long-term loans repaid							(20	)			(698	)			(6	)
Ordinary shares issued - net of expenses							955				980				40
Cash generated by financing activities							935				282				34
Foreign currency translation adjustments							99				(122	)			43
Net increase/(decrease) in cash and cash equivalents							1 194				460				(87	)
Cash and cash equivalents - beginning of period							1 646				1 186				435
Cash and cash equivalents - end of period							2 840				1 646				348
Cash and cash equivalents comprises:
Continuing operations							2 839				1 645				346
Discontinued operations							1				1				2
Total cash and cash equivalents							2 840				1 646				348

		Nine months ended
		March				March
		2009				2008
		R million				R million
Cash flow from operating activities
Cash generated by operations			1 871				472
Interest and dividends received			350				209
Interest paid			(215	)			(300	)
Income and mining taxes paid			(276	)			(62	)
Cash generated by operating activities			1 730				319
Cash flow from investing activities
Decrease/(increase) in restricted cash			(89	)			223
Net proceeds on disposal of listed investments			—				1 310
Net additions to property, plant and equipment			7				(2 451	)
Other investing activities			(89	)			20
Cash utilised by investing activities			(171	)			(898	)
Cash flow from financing activities
Long-term loans raised			—				2 098
Long-term loans repaid			(1 306	)			(1 808	)
Ordinary shares issued - net of expenses			1 943				64
Cash generated by financing activities			637				354
Foreign currency translation adjustments			229				79
Net increase/(decrease) in cash and cash equivalents			2 425				(146	)
Cash and cash equivalents - beginning of period			415				494
Cash and cash equivalents - end of period			2 840				348
Cash and cash equivalents comprises:
Continuing operations			2 839				346
Discontinued operations			1				2
Total cash and cash equivalents			2 840				348

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2009

1. Accounting policies

(a) Basis of accounting

The condensed consolidated interim financial statements for the period ended 31 March 2009 have been prepared using accounting policies that comply with International Financial Reporting Standards (IFRS), which are consistent with the accounting policies used in the audited annual financial statements for the year ended 30 June 2008. These condensed consolidated interim financial statements are prepared in accordance with IAS 34, Interim Financial Reporting, and should be read in conjunction with the financial statements for the year ended 30 June 2008.

2. Cost of sales

						Quarter ended
		March				December				March
		2009				2008				2008
		(Unaudited)				(Unaudited)				(Unaudited)
		R million				R million				R million
Production costs			1 830				2 033				1 517
Amortisation and depreciation			303				310				189
(Reversal of provision)/provision for rehabilitation costs			(1	)			4				—

						Quarter ended
		March				December				March
		2009				2008				2008
		(Unaudited)				(Unaudited)				(Unaudited)
		R million				R million				R million
Care and maintenance cost of restructured shafts			11				10				24
Employment termination and restructuring costs			11				16				86
Share-based compensation			52				9				4
Provision for post-retirement benefits			—				1				—
Total cost of sales			2 206				2 383				1 820

		Nine months ended
		March				March
		2009				2008
		(Unaudited)				(Unaudited)
		R million				R million
Production costs			5 737				5 048
Amortisation and depreciation			921				618
(Reversal of provision)/provision for rehabilitation costs			9				—
Care and maintenance cost of restructured shafts			33				42
Employment termination and restructuring costs			39				162
Share-based compensation			74				23
Provision for post-retirement benefits			1				—
Total cost of sales			6 814				5 893

3. Other income/(expenses) - net

Included in other income in the March 2009 quarter is R437 million profit on sale of 10% of Harmony’s Papua New Guinea gold and copper assets to Newcrest Mining Limited in terms of the farm-in agreement. The total included for the year to date relating to the Newcrest transaction is R852 million.

4. Non-current assets held for sale and discontinued operations

The assets and liabilities related to Mount Magnet (operations in Australia) have been presented as held for sale following approval of the intention to dispose of the assets by the Group’s management on 20 April 2007. Management is still intent on the disposal of Mount Magnet despite the asset being classified as held for sale for more than 12 months.

The assets and liabilities relating to the Cooke 1, Cooke 2, Cooke 3 and Cooke plant and relating surface operations (operations in the Gauteng area) have been presented as held for sale following the approval of the intention to dispose of the assets by the Group’s management on 16 October 2007. These operations were also deemed to be discontinued operations.

The conditions precedent on the sale of Randfontein’s Cooke assets to Rand Uranium have been fulfilled and the transaction became effective on 21 November 2008. In exchange for 60% of the issued share capital of Rand Uranium, Harmony received US$40 million out of the total purchase consideration of US$209 million on the effective date of the transaction. The balance of the consideration, amounting to US$172 million including interest, was received on 20 April 2009.

As a result of the transaction, the Group recognised a profit on sale of assets of R1 722 million before tax in the income statement in the December 2008 quarter.

5. Earnings/(loss) per ordinary share

Earnings/(loss) per ordinary share is calculated on the weighted average number of ordinary shares in issue for the quarter ended 31 March 2009: 421.0 million

(31 December 2008: 406.8 million, 31 March 2008: 400.7 million) and the nine months ended 31 March 2009: 410.3 million (31 March 2008: 400.0 million).

The fully diluted earnings/(loss) per ordinary share is calculated on weighted average number of diluted ordinary shares in issue for the quarter ended 31 March 2009: 423.6 million (31 December 2008: 409.1 million, 31 March 2008: 403.5 million) and the nine months ended 31 March 2009: 412.4 million (31 March 2008: 402.5 million).

						Quarter ended
		March				December				March
		2009				2008				2008
		(Unaudited)				(Unaudited)				(Unaudited)
Total earnings/(loss) per ordinary share (cents):
Basic earnings/(loss)			231				324				86
Fully diluted earnings/(loss)			229				323				86
Headline earnings			123				121				63
- Continuing operations			131				129				39
- Discontinued operations			(8	)			(8	)			24

		R million				R million				R million
Reconciliation of headline earnings/(loss):
Continuing operations
Net profit/(loss)			981				448				153
Adjusted for (net of tax):
(Profit)/loss on sale of property, plant and equipment			(431	)			78				(1	)
Loss on sale of listed investment			—				—				—
Impairment of investment in associates			—				—				—
Provision for doubtful debt			—				—				4
Headline profit/(loss)			550				526				156
Discontinued operations
Net (loss)/profit			(9	)			868				192
Adjusted for (net of tax):
Profit on sale of property, plant and equipment			(28	)			(901	)			(100	)
Impairment of property, plant and equipment			3				(1	)			4
Headline (loss)/profit			(34	)			(34	)			96
Total headline profit			516				492				252

		Nine months ended
		March				March
		2009				2008
		(Unaudited)				(Unaudited)
Total earnings/(loss) per ordinary share (cents):
Basic earnings/(loss)			655				(44	)
Fully diluted earnings/(loss)			652				(44	)
Headline earnings			275				34
- Continuing operations			271				(45	)
- Discontinued operations			4				79

		R million				R million
Reconciliation of headline earnings/(loss):
Continuing operations
Net profit/(loss)			1 904				(599	)
Adjusted for (net of tax):

		R million				R million
(Profit)/loss on sale of property, plant and equipment			(904	)			(28	)
Loss on sale of listed investment			—				392
Impairment of investment in associates			112				—
Provision for doubtful debt			—				57
Headline profit/(loss)			1 112				(178	)
Discontinued operations
Net (loss)/profit			785				424
Adjusted for (net of tax):
Profit on sale of property, plant and equipment			(921	)			(49	)
Impairment of property, plant and equipment			154				(55	)
Headline (loss)/profit			18				320
Total headline profit			1 130				142

6.

Investment in associates

Harmony Gold Mining Company owns 32,4% of Pamodzi Gold Limited. During the December 2008 quarter the Group recognised a loss of R34 million, its share of the associate loss, resulting in a carrying value of R0.

On 21 November 2008, Harmony Group sold 60% of the issued share capital of Rand Uranium to PRF. Refer to note 4 for details. This resulted in the Group owning 40% of Rand Uranium. The book value of the investment at 31 March 2009 was R242 million (December 2008: R228 million).

7.

Share capital

Wafi-Golpu royalty

On 1 December 2008, Harmony issued 3 364 675 shares to Rio Tinto Limited. The Harmony shares were issued to cancel the Rio Tinto royalty rights over Wafi-Golpu in Papua New Guinea. The value of issued shares was R242 million (US$24 million) at R71.98 per share.

Capital raising

Harmony engaged in capital raising by issuing two tranches of shares following the resolution passed by shareholders at the Annual General Meeting held on 24 November 2008. The first tranche was issued into the open market between 25 November 2008 and 19 December 2008. In this tranche, 10 504 795 Harmony shares were issued at an average subscription price of R93.20, resulting in R979 million before costs being raised. The cost of the issue was R15 million or 1,5% of the value of shares issued.

A second tranche of shares was issued for cash into the open market between 10 February 2009 and 6 March 2009. This tranche consisted of 7 540 646 Harmony shares issued at an average subscription price of R124.45, resulting in R938 million before costs being raised. The cost of the issue was R15 million or 1,6% of the value of shares issued. The combined share issue amounts to R1.9 billion or 4,5% of the issued share capital as at 30 September 2008.

8.

Borrowings

		March								June
		2009				December				2008
		(Unaudited)				2008				(Audited)
		R million				R million				R million
Total long-term borrowings			159				188				242
Total current portion of borrowings			2 681				2 671				3 857
Total borrowings*			2 840				2 859				4 099

		March								June
		2009				December				2008
		(Unaudited)				2008				(Audited)
		R million				R million				R million
Due within one year			45				63				57
Due between one and five years			133				156				228
			178				219				285
Future finance charges			(10	)			(21	)			(27	)
Total future minimum lease payments			168				198				258

9. Commitments and contingencies

		March								June
		2009				December				2008
		(Unaudited)				2008				(Audited)
		R million				R million				R million
Capital expenditure commitments
Contracts for capital expenditure			790				692				1 164
Authorised by the directors but not contracted for			1 478				1 689				1 720
			2 268				2 381				2 884

This expenditure will be financed from existing resources.
Contingent liability
Class action

During January 2009, the Plaintiff filed with the Court an Amended Complaint. The company has filed a Motion to Dismiss that Amended Complaint and the Plaintiff has filed an opposition to that Motion. The company will be filing a Reply Memorandum in further support of its Motion. It is not possible to predict with certainty when the Court will rule on the Motion, but we would estimate that such a decision will be made within the next six months.

10.

Subsequent events

On 17 April 2009, the Group entered into an agreement with Avoca Resources Limited (Avoca), in which Avoca purchased the Group’s Dioro Exploration NL shares, totalling 11 428 572 shares, in exchange for 3 809 524 Avoca shares. The total consideration received by the Group was A$5.7 million.

On 20 April 2009, Harmony received approximately US$172 million from PRF as a final payment in terms of the Rand Uranium transaction (for details refer to note 4).

On 21 April 2009, the Nedbank loan of R750 million was settled.

11.

Segment report

The segment report follows after note 13.

12.

Reconciliation of segment information to consolidated income statements and balance sheets

		Nine months ended
		March				March
		2009				2008
		(Unaudited)				(Unaudited)
		R million				R million
The “reconciliation of segment data to consolidated financials” line item in the segment reports are broken down in the following elements, to give a better understanding of the differences between the income statement, balance sheet and segment report:
Revenue from:
Discontinued operations			614				1 913
Production costs from:
Discontinued operations			447				1 472
Reconciliation of cash operating profit to gross profit:
Total segment revenue			9 447				8 503
Total segment production costs			(6 184	)			(6 520	)
Cash operating profit as per segment report			3 263				1 983
Less: Discontinued operations			(167	)			(441	)
Cash operating profit as per segment report			3 096				1 542
Cost of sales items other than production costs			(1 077	)			(845	)
Amortisation and depreciation			(921	)			(618	)
Employment termination and restructuring costs			(39	)			(162	)
Share-based compensation			(74	)			(23	)
Rehabilitation costs			(9	)			—
Care and maintenance costs of restructured shafts			(33	)			(42	)
Provision for former employees’ post-retirement benefits			(1	)			—
Gross profit as per income statements *			2 019				697
Reconciliation of total segment mining assets to consolidated property, plant and equipment:
Property, plant and equipment not allocated to a segment:
Mining assets			496				416
Undeveloped property			4 809				4 809
Other non-mining assets			53				78
Less: Discontinued operations			(268	)			(1 125	)
			5 090				4 179

13.

Adjustments to previously issued cash flow statements

Included as capital expenditure in the cash flow statements for the quarter ended 31 December 2008, was an amount of R532 million contributed by Newcrest in terms of the Papua New Guinea (“PNG”) farm-in agreement. The group only accounts for its interest in capital expenditures by Newcrest, together with the additional interest in the PNG joint venture to be transferred to Newcrest in exchange for such capital expenditures, upon completion of the relevant milestones in terms of the PNG farm-in agreement. Therefore, as the relevant milestone of US$150 million was not yet met on 31 December 2008, the capital expenditure incurred by Newcrest was correctly excluded from the balance sheets and income statements, but not from the cash flow statements. The adjustments, which decrease cash generated from operations and additions to property, plant and equipment, offset each other and therefore have no impact on the net increase in the cash balance, net profit or shareholders’ equity for any of the periods presented.

The adjustments are as follows:

		Previously shown				Adjustments				Restated
		R million				R million				R million
Cash generated by operations			1 155				(532	)			623
Additions to property, plant and equipment			(840	)			532				(308	)
Effect on Net increase in cash and cash equivalents							—

SEGMENT REPORT FOR THE NINE MONTHS ENDED 31 MARCH 2009 (Unaudited)(Rand/Metric)

						Production				Operating				Mining
		Revenue				cost				profit				assets
		R million				R million				R million				R million
Continuing operations
South Africa
Underground
Tshepong			1 407				743				664				3 637
Phakisa			117				72				45				3 541
Bambanani			728				499				229				671
Doornkop			248				214				34				2 396
Elandsrand			1 090				827				263				2 642
Target			500				385				115				2 730
Masimong			907				488				419				674
Evander			1 166				736				430				1 185
Virginia			1 568				1 095				473				932
Other(1)			394				278				116				240
Surface Other(2)			708				400				308				148
Total South Africa			8 833				5 737				3 096				18 796
International
Papua New Guinea(3)			—				—				—				3 949
Total international			—				—				—				3 949
Total continuing operations			8 833				5 737				3 096				22 745
Discontinued operations
Cooke operations			614				447				167
Other operations															268
Total discontinued operations			614				447				167				268
Total operations			9 447				6 184				3 263				23 013
Reconciliation of the segment information to the consolidated income statement and balance sheet (refer to note 12)			(614	)			(447	)							5 090
			8 833				5 737								28 103

		Capital								Tonnes
		expenditure				Kilograms				milled
		R million				sold				t’000
Continuing operations
South Africa
Underground
Tshepong			181				5 561				1 027
Phakisa			357				449				118
Bambanani			34				2 930				379
Doornkop			302				950				401
Elandsrand			311				4 345				729
Target			249				1 960				477
Masimong			97				3 563				668

		Capital								Tonnes
		expenditure				Kilograms				milled
		R million				sold				t’000
Evander			154				4 657				877
Virginia			127				6 181				1 696
Other(1)			38				1 572				382
Surface
Other(2)			52				2 836				6 470
Total South Africa			1 902				35 004				13 224
International
Papua New Guinea(3)			1 376				—				—
Total international			1 376				—				—
Total continuing operations			3 278				35 004				13 224
Discontinued operations
Cooke operations			87				2 667				1 287
Other operations			—				—				—
Total discontinued operations			87				2 667				1 287
Total operations			3 365				37 671				14 511
Reconciliation of the segment information to the consolidated income statement and balance sheet (refer to note 12)

Notes:

(1)		Includes Joel and St Helena.
(2)		Includes Kalgold, Phoenix and Dumps.
(3)		Included in the capital expenditure is an amount of R1 137 million contribution by Newcrest in terms of the farm-in agreement.

SEGMENT REPORT FOR THE NINE MONTHS ENDED 31 MARCH 2008 (Unaudited)(Rand/Metric)

						Production				Operating				Mining
		Revenue				cost				profit/(loss)				assets
		R million				R million				R million				R million
Continuing operations
South Africa
Underground
Tshepong			1 183				697				486				3 563
Phakisa			15				9				6				3 044
Bambanani			707				596				111				748
Doornkop			181				174				7				2 005
Elandsrand			617				543				74				2 296
Target			354				257				97				2 496
Masimong			500				483				17				600
Evander			1 055				717				338				1 330
Virginia			1 091				958				133				910
Other(1)			278				301				(23	)			236
Surface Other(2)			609				313				296				228
Total South Africa			6 590				5 048				1 542				17 456
International
Papua New Guinea			—				—				—				3 869
Total international			—				—				—				3 869
Total continuing operations			6 590				5 048				1 542				21 325
Discontinued operations
Cooke operations			1 056				690				366				599
Other operations			857				782				75				518
Total discontinued operations			1 913				1 472				441				1 117
Total operations			8 503				6 520				1 983				22 442