GOLD FIELDS LIMITED - CANCELLATION OF S331533 Audi10 May 2013
GFI 201305100048A
CANCELLATION OF S331533 Audited Results for Quarter Ended 31 March 2013

Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
Issuer code: GOGOF
ISIN  ZAE000018123

Media Release
Q1 ended 31 March 2013

Unaudited Results

Highlights
-  Fatality free quarter
-  Gold production down 11 per cent to 477,000
   equivalent attributable ounces, as anticipated
-  Total cash cost of US$819 per ounce and
   NCE of US$1,291 per ounce
-  Operating margin of 50 per cent and NCE
   margin of 21 per cent

Q1 2013 results in 
line with guidance 

JOHANNESBURG. 10 May 2013, 
Gold Fields Limited (NYSE & JSE: 
GFI) today announced net earnings 
from continuing operations for the 
March 2013 quarter of R236 million 
compared with R376 million in the 
December 2012 quarter and R381 
million in the March 2012 quarter.  In 
US dollar terms net earnings for the 
March 2013 quarter of US$27 million 
compared with US$41 million in the 
December 2012 quarter and US$49 
million in the March 2012 quarter.   

Statement by Nick Holland, Chief Executive Officer of Gold Fields:
Operations

The March 2013 quarter was the first quarter that the operations of Gold Fields and Sibanye Gold were effectively
managed as separate entities by their respective management teams, although the separation was finalised only on 
11 February 2013.

The results for KDC and Beatrix, which technically formed part of the Gold Fields Group until the unbundling of Sibanye
Gold, are shown under the heading "discontinued operations" in the accounts. However, these results have no impact on
the overall Group results as the contribution from Sibanye for the quarter was included in the distribution of the Sibanye
shares.

The Group's operational performance during the March 2013 quarter was in line with guidance provided for the full year.
The quarter also saw significant further progress made on the restructuring and refocusing of the Group for cash
generation, in line with the outcomes of the Portfolio Review completed in late 2012 and announced on 14 February
2013. The envisaged on-mine interventions, most notably the closing down of marginal production at Tarkwa, St Ives
and Agnew, were implemented during the quarter. As a consequence of the review, exploration and project activities are
being curtailed so as to deploy our available financial capacity and technical skills on the most promising activities.

The most notable achievement for the quarter is that we had no fatalities at any of the operations. In addition, we also
had no lost time injuries at Damang, Cerro Corona and Agnew. Safety of our people continues to be the most important
value in the company in that "if we cannot mine safely, we will not mine" and we continue to embed this philosophy into
our culture, training and way of working without fear of retribution.

Attributable gold production declined by 11 per cent from 534,000 ounces in the December quarter to 477,000 ounces in
the March quarter.

In the South Africa region, the South Deep project produced 63,000 ounces (1,959 kilograms) of gold, which was similar
to the December quarter, despite the Christmas break, the impact of which is experienced in the March quarter.
Although South Deep has implemented a new operational model in November 2012, the pre-existing Christmas break
arrangements were honoured. A shorter Christmas break will apply this year. The March 2013 quarter was the first full
quarter that South Deep operated under the new operating model. While the full benefits of this new way of working still
need to be realised, the trends are positive with record tonnes mined (above 200,000 tonnes) for this mechanised mine
during March. Further positive trends are expected through the remainder of the year.

In West Africa, Tarkwa's production declined from 187,800 ounces in the December quarter to 170,100 ounces in the
March quarter, as anticipated. This was largely due to the cessation of ore stacking at the high cost South heap leach
facility announced in February this year, as well as a decline in grade. At Damang production was largely unchanged at
44,000 ounces.

In the Australasia region, St Ives produced 102,000 ounces compared with 111,600 ounces in the December 2012
quarter, which was in line with the guidance for the full year. The decline was mainly due to the closure of the heap leach
operations announced in February 2013. Agnew produced 43,700 ounces compared with 54,900 ounces in the
December quarter, which is in line with lower production levels planned after the withdrawal from the higher cost and
lower grade Rajah and Main lodes, also announced in February 2013.

In South America, Cerro Corona produced 76,900 gold equivalent ounces compared with 97,900 gold equivalent ounces
in the December quarter. This decline was largely the result of expected lower copper and gold grades and lower
recoveries, in line with those published in the Reserve declaration for 2012.

Lower Group production, partially offset by an 8 per cent decline in net operating costs from R3,888 million (US$451
million) in the December quarter to R3,566 million (US$401 million) in the March 2013 quarter, resulted in a 5 per cent
increase in total cash costs from R222,433 per kilogram (US$798 per ounce) to R234,036 per kilogram (US$819 per
ounce).

Notional cash expenditure (NCE), which includes the capitalised costs for projects in the growth portfolio - and is the true
measure of the cost of producing an ounce of gold - decreased by 2 per cent from R377,663 per kilogram (US$1,355 per
ounce) in the December quarter to R369,050 per kilogram (US$1,291 per ounce) in the March quarter. This decline was
due to lower operating costs, referred to above, as well as reduced capital expenditure during the quarter, partially offset
by lower production. As a consequence the NCE margin for the Group increased from 20 per cent to 21 per cent for the
quarter. Both total cash costs and NCE for the March 2013 quarter are below the guidance provided for the full year.

Growth

The Group's growth activities were significantly refocused during the first quarter, in line with the Group's cash generation
objectives and the outcome of the Portfolio Review announced on 14 February 2013.

Greenfields exploration expenditure has been cut from approximately US$130 million spent in 2012 to US$80 million
planned for 2013, while exploration activities are being focused on smaller, higher grade, and less capital intensive
targets, mainly in the regions where we already have a presence.

Near-mine exploration expenditure has been reduced from US$65 million spent in 2012 to approximately US$28 million
planned for 2013, again with the focus being on the most prospective short to medium term targets. Capital expenditure,
feasibility and evaluation costs for the international growth projects are under review and are expected to be significantly
lower than that spent in 2012, with our available funding refocused on the best of these and other potential projects.

Due to the sub-optimal outcome of the Chucapaca feasibility study completed during 2012, this project in Peru is
undergoing a new scoping study. The study will, inter alia, evaluate various new mining configurations, including the
possibility of less capital intensive, lower volume but higher grade underground mining, as well as additional exploration
on adjacent targets. It is too early to comment on the likelihood of success.

At the Far Southeast project in the Philippines, the focus remains on limited surface geotechnical drilling as well as
activities aimed at securing Free Prior Informed Consent (FPIC), which is a prerequisite for obtaining a Financial
Technical Assistance Agreement (FTAA). This process is expected to slow down somewhat due to the pending elections
in the Philippines, scheduled for the last quarter of the year.

At the Arctic Platinum project in Finland, the addition of the Suhanko North deposit brings the overall resource for the
project to 209 million tonnes for 0.8 million ounces of gold, 2.4 million ounces of platinum, 9.8 million ounces of
palladium, 1,034 million pounds of copper and 438 million pounds of nickel. The pre-feasibility study for the project is
close to completion and a decision on the way forward is expected later this year.

The Yanfolila project in Mali advanced to a resource development stage during the quarter, following a doubling of the
resource to 1.4 million ounces. As this project has fairly low technical risk, we are conducting an in-fill drilling
programme, along with a technical, environmental and social impact study, to determine if this project could be fast-
tracked to a development decision by the end of this year. Political developments in the country are being closely
monitored.

Stock data                                 JSE Limited  (GFI)
Number of shares in issue                  Range  Quarter            ZAR69.45  ZAR110.29
 at end March 2013         734,439,665    Average Volume  Quarter   3,926,840 shares/day
 average for the quarter   731,207,454    NYSE  (GFI)
Free Float                  100 per cent   Range  Quarter            US$7.75  US$10.73
ADR Ratio                   1:1            Average Volume  Quarter   4,585,906 shares/day
Bloomberg/Reuters           GFISJ/GFLJ.J

                 SOUTH AFRICAN RAND                             Continuing Operations                       UNITED STATES DOLLARS   
                       Quarter                                                                                     Quarter                        
          Restated*            Restated*                                                                                   Restated*            Restated*
             March             December     March               Key statistics                           March             December                March
              2012                 2012      2013                                                         2013                 2012                 2012   
            15,491               16,618    14,825   kg          Gold produced*               oz (000)      477                  534                  498   
           189,467              222,433   234,036   R/kg        Total cash cost                  $/oz      819                  798                  758   
           314,291              377,663   369,050   R/kg        Notional cash expenditure        $/oz    1,291                1,355                1,258   
            11,345               11,011     9,535   000         Tonnes milled/treated             000    9,535               11,011               11,345   
           419,975              469,914   464,549   R/kg        Revenue                          $/oz    1,625                1,686                1,681   
               282                  344       375   R/tonne     Operating costs               $/tonne       42                   40                   36   
             3,814                4,340     3,593   Rm          Operating profit                   $m      404                  503                  491   
                55                   53        50   %           Operating margin                    %       50                   53                   55   
                25                   20        21   %           NCE margin                          %       21                   20                   25   
               381                  376       236   Rm          Net earnings                       $m       27                   41                   49   
                53                   52        32   SA c.p.s.   Net earnings                US c.p.s.        4                    5                    7   
               397                  787       246   Rm          Headline earnings                  $m       28                   91                   51   
                55                  107        34   SA c.p.s.   Headline earnings           US c.p.s.        4                   12                    7   
               465                1,080       608   Rm          Normalised earnings                $m       68                  127                   60   
                64                  148        83   SA c.p.s.   Normalised earnings         US c.p.s.        9                   18                    9   

*All of the key statistics given above are managed figures, except for gold produced which is attributable equivalent production.
All operations are wholly owned except for Tarkwa and Damang in Ghana (90.0 per cent) and Cerro Corona in Peru (98.6 per cent).
Gold produced (and sales) throughout this report includes copper gold equivalents of approximately 7 per cent of Group production.
Figures may not add as they are rounded independently.
The March 2012 and December 2012 quarters have been restated due to the adoption of IFRIC20.

Certain forward looking statements
Certain statements in this document constitute "forward looking statements" within the meaning of Section 27A of the US Securities Act of 1933
and Section 21E of the US Securities Exchange Act of 1934.

Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of the company to be materially different from the future results, performance or achievements expressed or
implied by such forward looking statements. Such risks, uncertainties and other important factors include among others: economic, business and
political conditions in South Africa, Ghana, Australia, Peru and elsewhere; the ability to achieve anticipated efficiencies and other cost savings in
connection with past and future acquisitions, exploration and development activities; decreases in the market price of gold and/or copper; hazards
associated with underground and surface gold mining; labour disruptions; availability terms and deployment of capital or credit; changes in
government regulations, particularly environmental regulations; and new legislation affecting mining and mineral rights; changes in exchange
rates; currency devaluations; inflation and other macro-economic factors, industrial action, temporary stoppages of mines for safety and
unplanned maintenance reasons; and the impact of the AIDS crisis in South Africa. These forward looking statements speak only as of the date
of this document.

The company undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of unanticipated events.

Results for the Group (continuing operations)
Safety

The Group's fatality injury frequency rate improved from 0.07 in the
December quarter to zero in the March quarter. South Deep has
been fatality free for 26 months.

Cerro Corona continued to report zero lost time injuries (LTI's) and
has done so since September 2011. Damang reported no LTI's for
three consecutive quarters.

Quarter ended 31 March 2013 compared with
quarter ended 31 December 2012
Revenue

Attributable equivalent gold production from continuing operations
decreased as planned by 11 per cent from 534,000 ounces in the
December quarter to 477,000 ounces in the March quarter, due to the
cessation of marginal production at some of the international
operations. Production for the quarter was in line with expectation.

At the South Africa region, production at South Deep, increased
marginally from 62,700 ounces (1,950 kilograms) to 63,000 ounces
(1,959 kilograms).

Attributable gold production at the West African operations decreased
by 8 per cent from 208,600 ounces to 192,100 ounces. Attributable
equivalent gold production at Cerro Corona in Peru, decreased by 21
per cent from 96,500 ounces to 75,800 ounces. At the Australian
operations, gold production decreased by 12 per cent from 166,500
ounces to 145,700 ounces.

At the West Africa region, managed gold production at Tarkwa
decreased by 9 per cent from 187,800 ounces to 170,100 ounces,
mainly due to cessation of crushing operations at the South heap
leach facility and a reduction in CIL grade. At Damang, managed
gold production decreased by 2 per cent from 44,000 ounces to
43,300 ounces due to a decrease in throughput at the process plant.

At the South America region, total managed gold equivalent
production at Cerro Corona decreased by 21 per cent from 97,900
equivalent ounces in the December quarter to 76,900 equivalent
ounces in the March quarter. This decrease in production was mainly
due to a decrease in gold and copper grades and recoveries as
anticipated.

At the Australasia region, St Ives' gold production decreased by 9 per
cent from 111,600 ounces to 102,000 ounces, mainly due to a
cessation of crushing at the heap leach facility. At Agnew, gold
production decreased by 20 per cent from 54,900 ounces to 43,700
ounces mainly due to a cessation in the previous quarter of mining
the low grade Main Lode ore body.

The average quarterly US dollar gold price achieved by the Group
decreased by 4 per cent from US$1,686 per ounce in the December
quarter to US$1,625 per ounce in the March quarter. The average
rand gold price decreased by 1 per cent from R469,914 per kilogram
to R464,549 per kilogram, while the average Australian dollar gold
price decreased by 5 per cent from A$1,654 per ounce to A$1,572
per ounce. The average Rand/US dollar exchange rate weakened by
3 per cent from R8.67 in the December quarter to R8.89 in the March
quarter.     The average Rand/Australian dollar exchange rate
weakened by 2 per cent from R9.00 to R9.22. The average
Australian/US dollar exchange rate was similar at A$1.00 = US$1.04.

As a result of the above mentioned factors, revenue decreased by 13
per cent from R8,228 million (US$954 million) to R7,159 million
(US$805 million).

Operating costs

Net operating costs decreased by 8 per cent from R3,888 million
(US$451 million) in the December quarter to R3,566 million (US$401
million) in the March quarter. This decrease in production partially
offset by the decrease in net operating costs, resulted in an increase
in total cash cost of 5 per cent from R222,433 per kilogram (US$798
per ounce) to R234,036 per kilogram (US$819 per ounce).

At the South Africa region, net operating costs at South Deep
increased by 3 per cent from R658 million (US$76 million) to R679
million (US$76 million) and total cash cost increased by 2 per cent
from R333,282 per kilogram (US$1,196 per ounce) to R339,969 per
kilogram (US$1,189 per ounce) due to the increase in costs partially
offset by the increase in production.

At the West Africa region, net operating costs decreased by 7 per
cent from US$182 million (R1,567 million) to US$169 million (R1,500
million). This decrease was due to the decreased production at
Tarkwa and Damang as well as a build-up of inventory at Damang
partially offset by a higher draw-down of inventory at Tarkwa. Total
cash cost at the West African operations increased by 3 per cent
from US$787 per ounce to US$810 per ounce due to the decrease in
production partially offset by the decrease in net operating costs.

At Cerro Corona in South America, net operating costs decreased by
16 per cent from US$45 million (R389 million) to US$38 million (R333
million). This was due to a decrease in the statutory workers
participation in profits and a gold-in-process credit to costs due to an
increase in sulphide ore stockpiles. Total cash cost increased by 17
per cent from US$479 per ounce in the December quarter to US$560
per ounce in the March quarter due to the lower gold equivalent
ounces sold, partially offset by the decrease in net operating costs.

At the Australasia region, net operating costs decreased by 20 per
cent from A$142 million (R1,274 million) to A$114 million (R1,054
million). This was due to the closure of the expensive heap leach
operation at St Ives as well as the benefits from the restructuring
undertaken towards the end of 2012. At Agnew, the lower costs were
due to cost saving initiatives and a build-up of inventory in the March
quarter compared with a draw-down in the December quarter. Total
cash cost for the region decreased by 7 per cent from A$827 per
ounce (US$859 per ounce) to A$773 per ounce (US$802 per ounce)
mainly due to the decreased costs, partially offset by the decrease in
production.

Operating margin

Operating profit for the Group decreased by 17 per cent from R4,340
million (US$503 million) in the December quarter to R3,593 million
(US$404 million) in the March quarter due to the decrease in revenue
partially offset by the decrease in net operating costs. The Group's
operating margin decreased from 53 per cent in the December
quarter to 50 per cent in the March quarter.

Amortisation

Amortisation for the Group decreased by 1 per cent from R1,224
million (US$142 million) in the December quarter to R1,214 million
(US$137 million) in the March quarter, mainly due to the lower
production at the international operations.

Other

Net interest paid for the Group increased from R81 million (US$9
million) in the December quarter to R92 million (US$10 million) in the
March quarter. In the March quarter interest paid of R165 million
(US$19 million) was partially offset by interest received of R22 million
(US$2 million) and interest capitalised of R51 million (US$7 million).
In the December quarter, interest paid of R143 million (US$16
million) was partially offset by interest received of R23 million (US$3
million) and interest capitalised of R39 million (US$4 million).

The loss on share of results of associates after taxation for the Group
decreased from R130 million (US$15 million) in the December
quarter to R81 million (US$9 million) in the March quarter and related
mainly to the ongoing study and evaluation costs at the Far
Southeast project (FSE).

The loss on foreign exchange of R1 million (US$nil) in the March
quarter compared with a gain of R12 million (US$2 million) in the
December quarter. The gains and losses on foreign exchange related
to the conversion of offshore cash holdings into their functional
currencies, as well as exchange gains and losses on inter-company
loans.

The gain on financial instruments of R1 million (US$nil) in the March
quarter compared with a loss of R1 million (US$nil) in the December
quarter. The results in both quarters were mainly due to mark to
market movements on Australia's diesel hedge contracted during the
September quarter.

Share-based payments for the Group increased from R65 million
(US$7 million) in the December quarter to R117 million (US$13
million) in the March quarter. The lower charge in the December
quarter was due to year-end forfeiture adjustments.

Other costs for the Group increased from R53 million (US$6 million)
in the December quarter to R84 million (US$9 million) in the March
quarter. The lower costs in the December quarter was mainly due to
a reversal of legislative rates and taxes (Stool tax) on exploration
properties in Ghana of R35 million (US$4 million).

Exploration

Exploration expenditure decreased from R322 million (US$38 million)
in the December quarter to R211 million (US$24 million) in the March
quarter due to a deliberate reduction in expenditure. Refer to the
Growth and international projects section on page 10 for more detail
on exploration activities.

Feasibility and evaluation costs

Feasibility and evaluation costs, which include Corporate
development and strategic project costs and general office costs in
the various countries the Group operates in, increased from R106
million (US$12 million) in the December quarter to R118 million
(US$13 million) in the March quarter, due to increased costs incurred
at Yanfolila. Refer to the Growth and international projects section on
page 10 for more detail.

Non-recurring items

Non-recurring expenses of R390 million (US$44 million) in the March
quarter compared with R986 million (US$120 million) in the
December quarter. The non-recurring expenses in the March quarter
included R47 million (US$5 million) relating to business process re-
engineering and restructuring costs mainly at South Deep and
Tarkwa, as well as R323 million (US$36 million) relating to costs
incurred on the unbundling of Sibanye. The unbundling costs
included R209 million (US$24 million) which related to the refinancing
of facilities in terms of the unbundling requirements.

The non-recurring expenses in the December quarter included:
exploration and heap leach impairments at St Ives of R235 million
(US$27 million) and R240 million (US$28 million) respectively,
exploration impairments at Agnew of R199 million (US$23 million), an
impairment of heavy mining equipment at Tarkwa of R37 million
(US$4 million), the collective agreement buy-out at South Deep of
R197 million (US$23 million) and restructuring costs of R96 million
(US$11 million) related to business process re-engineering costs
incurred across all the operations.

Royalties

Government royalties for the Group decreased from R280 million
(US$33 million) in the December quarter to R247 million (US$28
million) in the March quarter mainly due to the lower revenue
received on which royalties are calculated.

Taxation

Taxation for the Group increased from R642 million (US$71 million)
in the December quarter to R733 million (US$83 million) in the March
quarter. Taxable income increased marginally due to an increase in
non-deductable expenses relating to the unbundling of Sibanye.

Earnings

Net earnings attributable to owners of the parent amounted to R236
million (US$27 million) or 32 SA cents per share (US$0.04 per share)
in the March quarter, compared with R376 million (US$41 million) or
52 SA cents per share (US$0.05 per share) in the December quarter.

Headline earnings amounted to R246 million (US$28 million) or 34
SA cents per share (US$0.04 per share) in the March quarter,
compared with R787 million (US$91 million) or 107 SA cents per
share (US$0.12 per share) in the December quarter.

Normalised earnings amounted to R608 million (US$68 million) or 83
SA cents per share (US$0.09 per share) in the March quarter,
compared with R1,080 million (US$127 million) or 148 SA cents per
share (US$0.18 per share) in the December quarter.

Discontinued Operations

Results from discontinued operations amounted to R2.6 billion in the
March quarter compared to R165 million in the December quarter.
The R2.6 billion in the March quarter comprised net profit from
discontinued operations of R490 million and net profit on distribution
of discontinued operations of R2,064 million. The R165 million in the
December quarter comprised net profit from discontinued operations
of R165 million for the December quarter. The net profit from
discontinued operations of R490 million in the March quarter related
to the operating results of Sibanye Gold for the two month period
January to February 2013 while the R165 million in the December
quarter related to the operating results of Sibanye Gold for the three
month period October to December 2012. The net profit on
distribution of discontinued operations of R2.1 billion was calculated
by deducting the book value of the assets and liabilities of Sibanye
Gold of R9.1 billion on date of unbundling from the market value of
Sibanye Gold on the same date which was R11.2 billion. The market
value was calculated by multiplying the shares in issue (731,647,614
shares) by the closing share price of R15.29 per share on the date of
distribution. The R11.2 billion represents the distribution in specie
and is reflected as such in the statement of changes in equity.

Cash flow

Cash inflow from operating activities decreased from R2,731 million
(US$321 million) in the December quarter to R1,857 million (US$200
million) in the March quarter. The decrease in cash inflow in the
March quarter was mainly due to lower profit and an increase in tax
payments of R455 million (US$61 million) quarter on quarter, due to
the final 2012 tax payment for Ghana, Peru and the Corporate office
in South Africa made in the March quarter.

Dividends paid of R565 million (US$62 million) in the March quarter
included R558 million (US$61 million) paid to owners of the parent
and R7 million (US$1 million) paid to non-controlling interest holders
at La Cima. This compared with dividends paid to non-controlling
interest holders at Tarkwa of R44 million (US$5 million) in the
December quarter.

Cash outflow from investing activities decreased from R2,833 million
(US$328 million) in the December quarter to R2,285 million (US$257
million) in the March quarter. Capital expenditure decreased from
R2,824 million (US$327 million) in the December quarter to R2,173
million (US$244 million) in the March quarter.

In the South Africa region at South Deep, capital expenditure
decreased from R654 million in the December quarter to R551 million
in the March quarter. The majority of this expenditure was on
development, ventilation shaft deepening and infrastructure costs
required in the build-up to full production.

At the West Africa region, capital expenditure decreased from
US$102 million in the December quarter to US$99 million in the
March quarter. Tarkwa increased from US$82 million to US$84
million due to the acquisition of additional mining fleet, increased
stripping to improve flexibility and expenditure on water treatment
facilities for the heap leach operations. Capital expenditure at
Damang decreased from US$20 million to US$15 million with the
majority of the expenditure on pre-stripping and various process plant
upgrades.

In South America, at Cerro Corona, capital expenditure decreased
from US$31 million in the December quarter to US$14 million in the
March quarter due to lower expenditure on the construction of the
tailings storage facility as a consequence of the rainy season.

At the Australasia region, capital expenditure decreased from A$93
million in the December quarter to A$55 million in the March quarter.
At St Ives, capital expenditure decreased from A$79 million to A$46
million, with decreased expenditure on development at Hamlet and
Cave Rocks underground mines as well as lower expenditure on
acquisition of open pit fleet during the March quarter. Capital
expenditure in the March quarter on the transition to owner mining
amounted to A$8 million compared with A$24 million in the
December quarter, bringing the total expenditure to date on the
project to A$62 million, with a forecast of A$92 million to finalise the
project by 2014. At Agnew, capital expenditure decreased from A$13
million to A$10 million. The expenditure at Agnew was mostly on the
development of Kim underground mine.

Payment to Bezant of R91 million (US$10 million) related to a
purchase of an associate stake in Bezant Resources PLC for R68
million (US$8 million) and a second non-refundable payment for the
option agreement relating to the Guinaoang deposit of R23 million
(US$2 million). Gold Fields owns 17,945,922 shares in Bezant which
represents a 21.65 per cent ownership.

Purchase of investments amounted to R15 million (US$2 million) and
mainly related to Rand Refinery.

Net cash inflow from financing activities increased from R207 million
(US$24 million) in the December quarter to R1,073 million (US$116
million) in the March quarter and comprised net external loans
received and loans received from non-controlling interest holders.
Long term and short term loans received and repaid related to
refinancing of all pre-Sibanye unbundling facilities with new facilities
as well as a daylight facility for purposes of GFIMSA's capitalisation
and subsequent intercompany loan repayment to Gold Fields. Loans
received from non-controlling interest holders decreased from R55
million (US$6 million) in the December quarter to R32 million (US$4
million) in the March quarter and related to the Group's joint venture
partner's contribution of 49 per cent of the capital expenditure on the
Chucapaca project. The balance of R4 million related to the issue of
shares.

The net cash inflow for the Group of R80 million (outflow US$4
million) in the March quarter compared with R62 million (US$12
million) in the December quarter.         After accounting for cash
distributed on the unbundling of Sibanye of R946 million (US$106
million) and a positive translation adjustment of R380 million (US$8
million) on offshore cash balances, the cash outflow for the March
quarter was R342 million (US$87 million). The cash balance
decreased from R5,619 million (US$656 million) at the end of
December to R5,276 million (US$569 million) at the end of March.

Notional cash expenditure (NCE)

Notional cash expenditure is defined as operating costs (including
general and administration expenses) plus capital expenditure, which
includes near-mine exploration and growth capital. NCE is reported
on a per kilogram and per ounce basis  refer to the detailed table on
page 25 of this report.

Revenue less NCE reflects the free cash flow available to pay
taxation, interest, greenfields exploration, feasibility and evaluation
costs and dividends.

The NCE margin is defined as the difference between revenue per
ounce and NCE per ounce expressed as a percentage.

The Group NCE, which includes capitalised project costs decreased
from R377,663 per kilogram (US$1,355 per ounce) in the December
quarter to R369,050 per kilogram (US$1,291 per ounce) in the March
quarter. This decrease was as a result of the lower capital
expenditure and lower operating costs partly offset by the lower
production. The NCE margin for the Group increased from 20 per
cent to 21 per cent.

NCE excluding capitalised project costs, decreased from R369,023
per kilogram (US$1,324 per ounce) in the December quarter to
R363,188 per kilogram (US$1,271 per ounce) in the March quarter
due to lower costs and capital expenditure partially offset by lower
production. The NCE margin improved from 21 per cent to 22 per
cent.

The Group NCE for capital projects decreased from R7,910 per
kilogram (US$28 per ounce) in the December quarter to R5,863 per
kilogram (US$21 per ounce) in the March quarter. Actual
expenditure for the March quarter at Chucapaca (51 per cent) and
APP amounted to R18 million (US$2 million) and R47 million (US$5
million) respectively. In addition, R26 million (US$3 million) was
spent on building of camp facilities at the Salares Norte project in
Chile.

In the South Africa region, at South Deep NCE per kilogram
decreased from R672,974 per kilogram (US$2,414 per ounce) to
R627,514 per kilogram (US$2,195 per ounce) due to the increase in
production and lower capital expenditure partially offset by the higher
costs. The NCE margin improved from negative 40 per cent to
negative 33 per cent due to the lower NCE partially offset by the
lower gold price received.

At the West Africa region, NCE per ounce increased from US$1,200
per ounce in the December quarter to US$1,237 per ounce in the
March quarter due to the lower production partially offset by the lower
costs and capital expenditure. The NCE margin decreased from 30
per cent to 24 per cent in the March quarter due to the lower gold
price received.

At the South America region, NCE per ounce decreased from
US$798 per ounce in the December quarter to US$728 per ounce in
the March quarter due to the decrease in operating costs and capital
expenditure partially offset by the decrease in production. The NCE
margin at Cerro Corona, however, increased from 49 per cent to 54
per cent due to the higher gold price received and the lower NCE.

At the Australasia region, NCE per ounce decreased from A$1,344
per ounce (US$1,395 per ounce) in the December quarter to A$1,163
per ounce (US$1,206 per ounce) in the March quarter due to lower
capital expenditure and lower costs partially offset by a decrease in
production. The NCE margin increased from 19 per cent in the
December quarter to 26 per cent in the March quarter due to the
lower NCE partially offset by the lower gold price received.

Balance sheet

Net debt (long-term loans plus the current portion of long-term loans
less cash and deposits) increased from R10,820 million (US$1,263
million) at the end of December 2012 to R13,096 million (US$1,411
million) at the end of March 2013.

Operational review
Cost and revenue optimisation initiatives through Business Process
Re-engineering (BPR)

The BPR process continues to review all operational production
processes and associated cost structures from the stope to the mill.
New business blueprints and appropriate organisational structures
were implemented to support sustainable gold output at an NCE
margin of 20 per cent in the short-to-medium term and 25 per cent in
the long-term from the Group's operations.

South Africa region
South Deep

Progress against the Mine Health and Safety Council (MHSC)
milestone, that no machine or piece of equipment such as pneumatic
development rock drills, pneumatic stope rock drills, hydropower rock
drills and drill rigs, fans and winches may generate a sound pressure
level in excess of 110dB (A) after December 2013, is ongoing. The
number of measurements expressed as a percentage of noise
measurements of machinery and equipment emitting noise in excess
of 110dB (A) increased from 1.7 per cent in the December quarter to
3.2 per cent in the March quarter. Silencing of equipment is ongoing,
with continued focus on defective silencers on equipment. The
percentage of employees exposed to >85 dB (A) was 52.4 per cent in
the December quarter compared to 56.7 per cent in the March
quarter. This measurement is without ear protection, which is
currently provided and almost universally used, subject only to those
areas of non-compliance. Studies indicate that with the proper use of
currently available ear protection devices no employee will be subject
to a sound pressure level in excess of 85dB (A).

The Group continues to pursue best practice in the area of dust
control in accordance with the MHSC. In order to improve upon dust
exposure targets, the Group is targeting the following core initiatives:

-   Building health rooms at the training centers to coach employees
    on potential exposures and wearing of respiratory personal
    protective equipment - planned completion date is June 2013;
-   Using foggers, a water mist spray system, to trap dust particles
    liberated in haulages and tipping points to prevent dust from
    entering the main air stream;
-   Treating footwalls in haulages with binding chemicals sprayed
    from a specially designed car pulled by a loco to prevent dust
    from being liberated into intake airways; and
-   Analysing individual filters to assist in determining exposure
    levels.

West Africa region
Tarkwa

BPR initiatives are ongoing. The major BPR projects for 2013
include:

-   Extending life of heavy mining equipment through improved haul
    road conditions;
-   Increasing CIL throughput through the installation of a tipper car
    on the North heap leach crusher conveyor to supplement the CIL
    feed rate. The current circuit is limited by the primary crusher
    feeding equipment capacity. The cross over from the North heap
    leach crusher will assist in maintaining the CIL crusher ore
    stockpile levels and increase the CIL milling rate from 1,460
    tonnes per hour to 1,500 tonnes per hour by the end of the June
    2013 quarter; and
-   Acceleration of waste strip through the implementation of a larger
    sized load and haul fleet. The improved flexibility is also
    designed to ensure a continuous ore supply to the plant. This
    project has the potential to increase the annual mining volume by
    an estimated 10 per cent by the end of the June 2013 quarter.

Damang

BPR initiatives are ongoing. The major BPR projects for 2013
include:

-   Continued savings from owner mining and maintenance
    initiatives implemented in early 2011;
-   Optimisation of the plant circuit to achieve the maximum recovery
    rate of 89 per cent under current blend conditions which include:
    -     Installation and commissioning of the inline leach reactor
          was completed in the December quarter. The unit is
          performing as expected with high recovery rates being
          achieved on the gravity concentrate;
    -     Commissioning of the pre-leach thickener project to control
          the circuit water balance and optimise gravity circuit feed
          rates is planned for the June 2013 quarter;
    -     The secondary crusher upgrade project is planned to be
          completed by the end of June 2014. This is expected to
          underpin the 630 tonnes per hour milling rate on an all-
          hard-blend;
    -     An additional CIL leach tank is being added to the circuit to
          improve the residence time and circuit reliability, planned
          for the end of the September 2013 quarter; and
    -     Other smaller plant circuit optimisation projects, including
          oxygen addition optimisation, are planned for 2013.

Australasia region
St Ives

BPR initiatives are ongoing. The major BPR projects for 2013
include:

-   Site organisational restructure to drive the performance of the
    three core operating units namely open pit mining, underground
    mining and ore processing. Following on the initial successes at
    the Athena and Hamlet underground mines, the management
    operating system programme developed for these mines is being
    rolled out to the open pits and ore processing. The initial focus is
    on improving production stability through re-engineering, planning
    and execution processes and establishing short interval
    management methods;
-   Pitram system transitioning from the BI project team to the
    operation. Daily equipment reports are used to manage and
    improve equipment performance. St Ives actively share lessons
    learned' from the Pitram project with South Deep as they
    undertake a similar mine control deployment;
-   Installation of dispensing machines for Personal protective
    equipment (PPE). The project trial confirmed the dispensing
    machines improved access to PPE. Dispensing machines are
    being installed across site. Anticipated savings are around
    A$600,000 per annum;
-   Analysis of crushed rock supply options to open pit and
    underground mines indicating savings of approximately
    A$200,000 per annum. On-site crushing of St Ives waste rock by
    an external party is confirmed to be cheaper than the current
    supply arrangements and result in savings; and
-   Project in the underground mines to reduce the operational and
    cost impact of damage to heavy mining equipment.

Agnew

BPR initiatives are ongoing. The major BPR projects for 2013
include:

-   Running of two mills as opposed to one supplementing Kim ore
    with remnant Songvang ore to maintain throughput at 130 tonnes
    per hour or 87 per cent use of capacity, and toll treating to
    recover some additional costs;
-   Removal of a number of light vehicles from service. Costs
    savings on maintenance and parts for 2013 are planned at
    around A$247,000;
-   A shotcrete/fibrecrete trial for support replacing the more
    standard meshing and bolting methods of ground support. The
    batch plant was set up and has been fully operational since 11
    March 2013. It has led to an increase in development metres.
    The current trial price suggests a saving of A$1 million per
    annum;
-   New development contract expected to result in cost savings of
    around A$4 million per annum due to lower rates; and
-   Bus optimisation-shift times aligned across the site with expected
    cost saving of approximately A$70,000 per annum.

South Africa region                                             
South Deep project                                              
                                             March        Dec
                                              2013       2012   
Gold produced               - 000'oz          63.0       62.7   
                            - kg             1,959      1,950   
Yield - underground         - g/t              4.8        5.0   
      - combined            - g/t              3.8        3.6   
Total cash cost             - R/kg         339,969    333,282   
                            - US$/oz         1,189      1,196   
Notional cash expenditure   - R/kg         627,514    672,974   
                            - US$/oz         2,195      2,414   
NCE margin                  - %               (33)       (40)   


Gold production increased marginally from 62,700 ounces (1,950
kilograms) in the December quarter to 63,000 ounces (1,959
kilograms) in the March quarter.

Total tonnes milled, which included 83,700 tonnes of off-reef
development compared with 147,000 tonnes included in the
December quarter, decreased by 3 per cent from 538,000 tonnes to
520,000 tonnes due partly to the Christmas break. Underground reef
yield decreased by 4 per cent from 5.0 grams per tonne to 4.8 grams
per tonne, as not all the high grade ore mined was delivered to the
mill before quarter end.

Development decreased by 28 per cent from 3,341 metres in the
December quarter to 2,414 metres in the March quarter due to
unavailability of the shaft due to maintenance and additional support
requirements as mining commenced through the Gemsbokfontein
dyke. The new mine capital development in phase 1, sub 95 level
decreased from 1,041 metres to 492 metres and vertical
development decreased from 229 metres to 124 metres as the
vertical sinking portion is reaching the end of the project.

Development in the current mine areas above 95 level decreased
from 2,071 metres to 1,798 metres due to the Christmas break. De-
stress mining decreased from 11,481 square metres in the December
quarter to 10,122 square metres in the March quarter. Production
levels improved significantly in March.

Operating costs increased marginally from R658 million (US$76
million) in the December quarter to R679 million (US$76 million) in
the March quarter. Total cash cost increased from R333,282 per
kilogram (US$1,196 per ounce) to R339,969 per kilogram (US$1,189
per ounce) due to the marginal increase in production cost.

Operating profit decreased from R281 million (US$32 million) in the
December quarter to R243 million (US$27 million) in the March
quarter as a result of the lower revenue due to a lower gold price
received and an increase in working costs.

Capital expenditure decreased from R654 million (US$75 million) in
the December quarter to R551 million (US$62 million) in the March
quarter. The majority of the expenditure was spent on development,
the ventilation shaft deepening and infrastructure, the metallurgical
plant expansion, trackless equipment, the full plant tailings backfill
plant, refrigeration plant upgrades and high density accommodation.

Notional cash expenditure decreased from R672,974 per kilogram
(US$2,414 per ounce) in the December quarter to R627,514 per
kilogram (US$2,195 per ounce) in the March quarter as a result of
marginally higher gold production and the decrease in capital
expenditure. The NCE margin improved from a negative 40 per cent
to a negative 33 per cent as a result of the lower NCE, partially offset
by the lower gold price received.

West Africa region
Ghana

Tarkwa
                                         March      Dec
                                          2013     2012
Gold produced               - 000'oz     170.1    187.8
Yield - heap leach          - g/t          0.5      0.5
       - CIL plant          - g/t          1.4      1.5
       - combined           - g/t          1.1      1.0
Total cash cost             - US$/oz       805      721
Notional cash expenditure   - US$/oz     1,217    1,118
NCE margin                  -%              25       35

Gold production decreased by 9 per cent from 187,800 ounces in the
December quarter to 170,100 ounces in the March quarter due to the
planned cessation of crushing operations at the South heap leach
facility and a reduction in CIL grade. Of the two water treatment
plants to be built to comply with the agreement reached with the
Environmental Protection Agency (EPA) to lift the suspension
imposed in the September quarter, the North facility was successfully
commissioned in December 2012, with the South facility expected to
be operational during April 2013.

Total tonnes mined, including capital stripping, increased from 35.6
million tonnes in the December quarter to 37.4 million tonnes in the
March quarter. Operational tonnes mined were similar at 21.1 million
tonnes. Ore mined decreased from 5.0 million tonnes to 4.8 million
tonnes. Operational waste tonnes mined increased marginally from
16.0 million tonnes in the December quarter to 16.3 million tonnes in
the March quarter while capital waste tonnes mined increased from
14.4 million tonnes to 16.3 million tonnes. Mined grade decreased
from 1.29 grams per tonne in the December quarter to 1.23 grams
per tonne in the March quarter, which is more reflective of the life of
mine grades. The strip ratio increased from 6.2 to 6.7.

The CIL plant throughput was similar at 2.98 million tonnes for the
quarter. Realised yield decreased from 1.46 grams per tonne to 1.38
grams per tonne due to a decline in the head grade delivered to the
plant. The CIL plant produced 132,100 ounces in the March quarter
compared with 140,300 ounces in the December quarter.

Crushing operations at the South heap leach facility were
discontinued at the end of the December quarter. The South heap
leach operation recovered 5,800 ounces from rinsing operations in
the March quarter compared with 15,100 ounces produced in the
December quarter. Feed to the North heap leach section was similar
at 2.03 million tonnes for the March quarter. Yield at 0.49 grams per
tonne in the March quarter was marginally lower than the 0.50 grams
per tonne realised in the December quarter. Gold production at the
North heap leach operation was similar to the December quarter at
32,200 ounces.

Net operating costs, including gold-in-process movements, increased
from US$133 million (R1,144 million) in the December quarter to
US$135 million (R1,196 million) in the March quarter due to a higher
quarter on quarter inventory release. Total cash cost increased from
US$721 per ounce in the December quarter to US$805 per ounce in
the March quarter due to the decrease in production, the increase in
mining volumes and the increase in inventory release in the March
quarter.

Operating profit decreased from US$190 million (R1,642 million) in
the December quarter to US$143 million (R1,269 million) in the
March quarter as a result of the lower revenue and the slightly higher
net operating costs.

Capital expenditure increased from US$82 million (R698 million) in
the December quarter to US$84 million (R747 million) in the March
quarter, with expenditure on pre-stripping, additional mining fleet and
the water treatment plants being the major items.

Notional cash expenditure increased from US$1,118 per ounce in the
December quarter to US$1,217 per ounce in the March quarter due
to the decrease in production and the increase in capital expenditure.
The NCE margin decreased from 35 per cent to 25 per cent as a
result of the lower gold price received and the higher NCE.

Lost production due to industrial action subsequent to quarter end
amounted to approximately 18,500 ounces. At the time of writing the
industrial action has been resolved.

Damang

                                          March       Dec
                                           2013      2012
Gold produced               - 000'oz       43.3      44.0
Yield                       - g/t           1.4       1.2
Total cash cost             - US$/oz        830     1,070
Notional cash expenditure   - US$/oz      1,317     1,550
NCE margin                  -%               19        10

Gold production decreased by 2 per cent from 44,000 ounces in the
December quarter to 43,300 ounces in the March quarter. An
increase in the mining grade and higher yield were offset by the lower
throughput at the process plant resulting in marginally lower grade
production.

Total tonnes mined, including capital stripping, increased from 6.3
million tonnes in the December quarter to 7.4 million tonnes in the
March quarter. Ore mined increased from 0.8 million tonnes to 1.3
million tonnes. This was achieved through improved mining practices
and planning. Operational waste tonnes mined decreased from 3.4
million tonnes in the December quarter to 2.5 million tonnes in the
March quarter while capital waste tonnes mined increased from 2.2
million tonnes to 3.5 million tonnes. The strip ratio decreased from
7.4 to 4.6.

Tonnes processed decreased from 1.17 million tonnes in the
December quarter to 0.96 million tonnes in the March quarter. The
plant is still processing below its capacity of 5 million tonnes per
annum - at a current annualised rate of 4.6 million tonnes - and will
only increase its run rate once maintenance and upgrades to
increase the mill feed size and crushing rate, aimed at eliminating
constraints, are fully commissioned.       These improvements are
expected to be completed in the second half of 2014. Once fully
commissioned it is expected that the plant will maintain a throughput
rate of approximately 4.9 million tonnes per annum.

Net operating costs, including gold-in-process movements,
decreased from US$49 million (R423 million) to US$34 million (R304
million) due to a build-up of inventory in the March quarter compared
with draw-down of inventory in December quarter. Total cash cost
decreased from US$1,070 per ounce to US$830 per ounce as a
result of the credit to gold-in-process, arising from higher mining
volumes.

Operating profit increased from US$26 million (R229 million) in the
December quarter to US$37 million (R325 million) in the March
quarter as a result of the lower net operating costs, partially offset by
the lower gold price received.

Capital expenditure decreased from US$20 million (R175 million) to
US$15 million (R135 million) with the majority of expenditure on pre-
stripping and various process plant upgrade projects.

Notional cash expenditure decreased from US$1,550 per ounce in
the December quarter to US$1,317 per ounce in the March quarter
due to the lower capital expenditure. The NCE margin improved from
10 per cent to 19 per cent due to the lower NCE, partially offset by
the lower gold price received.

Lost production due to industrial action subsequent to quarter end
amounted to approximately 3,200 ounces. At the time of writing the
industrial action has been resolved.

South America region
Peru

Cerro Corona
                                                                         March               Dec
                                                                          2013              2012
Gold produced                                     - 000'oz                40.8              52.0
Copper produced                                   - tonnes               7,429             9,995
Total equivalent gold produced                    - 000' eqoz             76.9              97.9
Total equivalent gold sold                        - 000' eqoz             73.3             102.0
Yield - gold                                      - g/t                   0.81              1.07
           - copper                               -%                      0.56              0.74
           - combined                             - g/t                   1.47              1.90
Total cash cost                                   - US$/eqoz               560               479
Notional cash expenditure                         - US$/eqoz               728               798
NCE margin                                        -%                        54                49
Gold price *                                      - US$/oz               1,637             1,727
Copper price *                                    - US$/t                7,949             7,927

*Average daily spot price for the period used to calculate total equivalent gold ounces
  produced.

As expected, gold production decreased by 22 per cent from 52,000
ounces in the December quarter to 40,800 ounces in the March
quarter. Copper production decreased by 26 per cent from 9,995
tonnes to 7,429 tonnes. Equivalent gold production decreased by 21
per cent from 97,900 ounces to 76,900 ounces mainly due to a
decrease in gold and copper head grades treated during the March
quarter (gold from 1.46 grams per tonne to 1.18 grams per tonne and
copper from 0.74 per cent to 0.56 per cent) and a decrease in gold
and copper recoveries (gold from 72.3 per cent to 68.7 per cent and
copper from 88.4 per cent to 84.8 per cent). These decreases in
head grades and recoveries were in line with the mine plan.

In the March quarter, concentrate with a payable content of 39,324
ounces of gold was sold at an average price of US$1,602 per ounce
and 7,025 tonnes of copper was sold at an average price of
US$7,157 per tonne, net of treatment and refining charges. This
compared with 54,106 ounces of gold sold at an average price of
US$1,709 per ounce and 10,339 tonnes of copper sold at an average
price of US$7,213 per tonne, in the December quarter. Total
equivalent gold sales amounted to 73,300 ounces for the March
quarter compared with 102,000 in the December quarter.

Tonnes mined increased by 57 per cent from 2.36 million tonnes in
the December quarter to 3.70 million tonnes in the March quarter.
Ore mined increased by 38 per cent from 1.69 million tonnes to 2.34
million tonnes.

Ore processed increased marginally from 1.60 million tonnes to 1.62
million tonnes. Gold yield decreased from 1.07 grams per tonne in
the December quarter to 0.81 grams per tonne in the March quarter
and copper yield decreased from 0.74 per cent to 0.56 per cent due
to lower head grades of material treated.

Operating costs, including gold-in-process movements, decreased
from US$45 million (R389 million) in the December quarter to US$38
million (R333 million) in the March quarter. The lower cost was
mainly due to a decrease in workers participation resulting from lower
revenues during the March quarter and an increase in sulphide ore
stockpiles. Total cash cost increased from US$479 per equivalent
ounce to US$560 per equivalent ounce, mainly due to the effect of
lower gold equivalent ounces sold during March quarter, partially
offset by the lower net operating costs.

Operating profit decreased from US$114 million (R983 million) in the
December quarter to US$79 million (R698 million) in the March
quarter due to lower revenue resulting from lower gold sales.

Capital expenditure decreased from US$31 million (R266 million) in
the December quarter to US$14 million (R122 million) in the March
quarter. The lower expenditure was mainly due to delays in the
tailings storage facility construction as a consequence of the rainy
season.

Notional cash expenditure decreased from US$798 per equivalent
ounce in the December quarter to US$728 per equivalent ounce in
the March quarter, mainly due to a decrease in capital expenditure
partially offset by lower equivalent ounces produced. The NCE
margin increased from 49 per cent to 54 per cent, partially offset by
the higher gold price which increased from US$1,551 per ounce in
the December quarter to US$1,582 per ounce in the March quarter.

Australasia region
St Ives

                                         March      Dec
                                          2013     2012
Gold produced               - 000'oz     102.0    111.6
Yield - heap leach          - g/t            -      0.4
      - milling             - g/t          2.5      3.0
      - combined            - g/t          2.6      2.1
Total cash cost             - A$/oz        814      894
                            - US$/oz       844      929
Notional cash expenditure   - A$/oz      1,258    1,573
                            - US$/oz     1,305    1,633
NCE margin                  -%              20        6

Gold production decreased by 9 per cent from 111,600 ounces in the
December 2012 quarter to 102,000 ounces in the March 2013 quarter
mainly due to the planned cessation of crushing at the heap leach
operation.

At the underground operations, ore mined increased from 553,000
tonnes in the December quarter to 555,000 tonnes in the March
quarter. The average grade of ore mined increased by 6 per cent
from 4.8 grams per tonne to 5.1 grams per tonne due to improved
grades mined from Hamlet as this mine reached full production levels
during the quarter.

At the open pit operations, total ore tonnes mined decreased by 64
per cent from 663,000 tonnes at 1.4 grams per tonne in the
December quarter to 242,000 tonnes at 1.2 grams per tonne in the
March quarter. Mining operations for the March quarter were
primarily focused on pre-stripping the Bellerophon, Mars and Paddy's
pits which will provide the open pit ore for the remainder of 2013.

Total tonnes processed decreased by 25 per cent from 1.65 million
tonnes at a yield of 2.1 grams per tonne in the December quarter to
1.23 million tonnes at a yield of 2.6 grams per tonne in the March
quarter. The increased yield and decreased tonnes were as a result
of the planned cessation of crushing at the low margin heap leach
operation. Irrigation of the existing heap leach pad continued, with a
further 4,900 ounces recovered during the quarter.

Throughput at the Lefroy mill increased by 11 per cent from 1.11
million tonnes to 1.23 million tonnes with improved plant utilisation
and throughput rates. Yield decreased from 3.0 grams per tonne to
2.5 grams per tonne, reflecting lower grade stockpiled material
processed while the next generation of open pits are pre-stripped.
Gold production from the Lefroy plant decreased from 105,300
ounces to 97,100 ounces.

Net operating costs, including gold-in-process movements decreased
from A$102 million (R917 million) in the December quarter to A$85
million (R781 million) in the March quarter. The decrease in costs
was due to the closure of the expensive heap leach operation and the
benefits of the restructuring undertaken at the end of 2012. Total
cash cost decreased by 9 per cent from A$894 per ounce (US$929
per ounce) to A$814 per ounce (US$844 per ounce) reflecting the
focus on producing high margin ounces.

Operating profit decreased from A$84 million (R756 million) in the
December quarter to A$76 million (R699 million) in the March quarter
with the cost benefits achieved being offset by the lower gold price.

Capital expenditure decreased from A$79 million (R713 million) to
A$46 million (R422 million) with reduced capital spend at Cave Rocks
and Hamlet, which have moved from primary development to
production phase, reduced exploration and lower expenditure on the
acquisition of open pit fleet during the quarter.

Notional cash expenditure decreased from A$1,573 per ounce
(US$1,633 per ounce) in the December quarter to A$1,258 per ounce
(US$1,305 per ounce) in the March quarter due to the decrease in
operating cost and capital expenditure, partially offset by a decrease
in gold production. The NCE margin increased from 6 per cent to 20
per cent due to the lower NCE partially offset by the lower gold price
received.

Agnew

                                        March      Dec
                                         2013     2012
Gold produced               - 000'oz     43.7     54.9
Yield                       - g/t         7.6      8.6
Total cash cost             - A$/oz       680      691
                            - US$/oz      705      717
Notional cash expenditure   - A$/oz       940      878
                            - US$/oz      975      911
NCE margin                  -%             40       46

Gold production decreased by 20 per cent from 54,900 ounces in the
December quarter to 43,700 ounces in the March quarter. This was
mainly as a result of changes in gold-in-circuit with a draw-down of
5,900 ounces in the December quarter compared with a build-up of
3,200 ounces in the March quarter, resulting in a 9,100 ounce impact
quarter on quarter.

Ore mined from underground increased from 167,000 tonnes at a
head grade of 9.1 grams per tonne to 173,000 tonnes at a head
grade of 9.3 grams per tonne. All the tonnes mined were from the
high grade Kim Lode in accordance with the high margin strategy
adopted at Agnew for 2013.

Tonnes processed decreased from 199,000 tonnes in the December
quarter to 180,000 tonnes in the March quarter and included 7,000
tonnes of Songvang surface stockpile material compared with 33,000
tonnes of Songvang stockpiles processed in the December quarter.
The combined yield decreased from 8.6 grams per tonne in the
December quarter to 7.6 grams per tonne in the March quarter
reflecting the draw-down of gold-in-circuit in the December quarter
and build-up in the March quarter.

Net operating costs, including movements in gold-in-process,
decreased from A$40 million (R357 million) in the December quarter
to A$30 million (R273 million) in the March quarter. The decrease
was due to cost savings implemented in 2013 and an inventory draw-
down of A$5 million (R45 million) in the December quarter compared
with an inventory build-up of A$2 million (R17 million) in the March
quarter. Total cash cost decreased from A$691 per ounce (US$717
per ounce) to A$680 per ounce (US$705 per ounce).

Operating profit decreased from A$51 million (R449 million) in the
December quarter to A$39 million (R360 million) in the March quarter
as a result of the decreased gold production and the lower gold price,
partially offset by the lower net operating costs.

Capital expenditure decreased from A$13 million (R121 million) in the
December quarter to A$10 million (R88 million) in the March quarter.
Capital expenditure included A$8 million (R73 million) of underground
development.

Notional cash expenditure increased from A$878 per ounce (US$911
per ounce) in the December quarter to A$940 per ounce (US$975 per
ounce) in the March quarter due to the lower production, partially
offset by the lower operating costs and lower capital expenditure.
The NCE margin decreased from 46 per cent to 40 per cent due to
the increased NCE and the lower gold price received.

Quarter ended 31 March 2013 compared with
quarter ended 31 March 2012
Group attributable equivalent gold production decreased by 4 per
cent from 498,000 ounces for the March 2012 quarter to 477,000
ounces for the March 2013 quarter.

At the South Africa region, gold production at South Deep increased
from 58,600 ounces (1,824 kilograms) to 63,000 ounces (1,959
kilograms).

At the West Africa operations, total managed gold production
decreased by 7 per cent from 229,700 ounces for the March 2012
quarter to 213,400 ounces for the March 2013 quarter. At Tarkwa,
gold production decreased by 8 per cent from 185,300 ounces to
170,100 ounces mainly due to cessation of crushing operations at the
South heap leach facility at the end of December and lower grade in
the March 2013 quarter. At Damang, gold production decreased by 2
per cent from 44,300 ounces to 43,300 ounces.

In South America, gold equivalent production at Cerro Corona was
similar at 76,900.

At the Australasia operations, gold production decreased by 7 per
cent from 157,300 ounces for the March 2012 quarter to 145,700
ounces for the March 2013 quarter. At St Ives, gold production
decreased by 15 per cent from 120,300 ounces to 102,000 ounces
mainly due to cessation of crushing at the heap leach facility and
lower grade open pit material mined and processed. At Agnew gold
production increased by 18 per cent from 37,000 ounces to 43,700
ounces, in line with the strategy to only mine the high grade Kim ore
body.

Income statement

Revenue increased by 3 per cent in rand terms from R6,926 million
(US$891 million) to R7,159 million (US$805 million) and the average
gold price increased by 11 per cent from R419,975 per kilogram for
the March 2012 quarter to R464,549 per kilogram for the March 2013
quarter. In dollar terms the gold price decreased by 3 per cent from
US$1,681 per ounce to US$1,625 per ounce. The average Rand/US
dollar exchange rate of R8.89 for the March 2013 quarter was 14 per
cent weaker than the average of R7.77 for the March 2012 quarter,
while the Rand/Australian dollar weakened by 13 per cent from A$1 =
R8.19 to A$1 = R9.22. The average Australian/US dollar exchange
rate strengthened by 1 per cent from A$1.00 = US$1.05 for the
March 2012 quarter to A$1.00 = US$1.04 for the March 2013 quarter.

Net operating costs increased by 15 per cent in rand terms from
R3,112 million to R3,566 million, but were similar in dollar terms at
US$401 million. Total cash cost for the Group increased by 24 per
cent from R189,467 per kilogram (US$758 per ounce) to R234,036
per kilogram (US$819 per ounce) due to the lower production, the
weaker rand and the increase in net operating costs.

At the South Africa region, at South Deep, operating costs increased
by 20 per cent from R567 million for the March 2012 quarter to R679
million for the March 2013 quarter. This was due to annual wage
increases, an increase in employees, a 16 per cent electricity tariff
increase, increased maintenance costs and normal inflationary
increases. Total cash cost increased by 11 per cent from R305,976
per kilogram to R339,969 per kilogram as a result of the higher
operating costs partially offset by the increase in production.

At the West Africa operations, net operating costs increased by 16
per cent from US$146 million for the March 2012 quarter to US$169
million for the March 2013 quarter. At Tarkwa, net operating costs
increased by 27 per cent from US$106 million to US$135 million.
This was due to annual wage increases, increased fuel costs and an
inventory credit in the March 2012 quarter of US$16 million compared
with a draw-down of US$11 million in the March 2013 quarter. The
draw-down in the March 2013 quarter was mainly from the heap
leach operations. At Damang, net operating costs decreased by 15
per cent from US$40 million to US$34 million due to the lower
production and an increase in stockpiles, partially offset by annual
wage increases. Total cash cost for the region increased by 23 per
cent from US$659 per ounce to US$810 per ounce due to the lower
production and increased costs.

At Cerro Corona in South America, net operating costs decreased by
14 per cent from US$44 million to US$38 million mainly due to a
decrease in statutory workers participation in profits due to lower
profits, as well as a draw-down of inventory in the March 2012
quarter compared with a build-up of inventory in the March 2013
quarter. Total cash cost increased by 5 per cent from US$534 per
ounce to US$560 per ounce mainly due to the lower equivalent gold
sales partially offset by the lower costs.

At the Australasia operations, net operating costs decreased by 13
per cent from A$131 million for the March 2012 quarter to A$114
million for the March 2013 quarter. At St Ives, net operating costs
decreased from A$95 million to A$85 million mainly due to a
reduction in open pit tonnes mined, partially offset by an increase in
underground tonnes mined, and as a result of the closure of crushing
at the heap leach facility in the March 2013 quarter. At Agnew, net
operating costs decreased from A$36 million to A$30 million due to
cost saving initiatives arising from mining only the Kim ore body and
due to the fact that the March 2012 quarter included the last two
months of Songvang open-pit mining. Total cash costs for the region
decreased by 4 per cent from A$807 per ounce to A$773 per ounce
due to the decrease in costs partially offset by the decrease in
production.

Operating profit decreased by 6 per cent from R3,814 million
(US$491 million) to R3,593 million (US$404 million).

Exploration expenditure decreased from R292 million (US$38 million)
to R211 million (US$24 million) due to a conscious cut-back in
expenditure in 2013.

Feasibility and evaluation costs increased from R76 million (US$10
million) to R118 million (US$13 million) due to increased activity at
Yanfolila.

Non-recurring costs of R390 million (US$44 million) for the March
2013 quarter compared with R46 million (US$6 million) for the March
2012 quarter. The non-recurring expenses in the March 2013 quarter
included R47 million (US$5 million) relating to business process re-
engineering and restructuring costs mainly at South Deep and
Tarkwa, as well as R323 million (US$36 million) relating to costs
incurred on the unbundling of Sibanye. The unbundling costs
included R209 million (US$24 million) which related to the refinancing
of facilities in terms of the unbundling requirements. In the March
2012 quarter, the non-recurring costs mainly related to voluntary
separation packages and business process re-engineering costs at
all the operations.

Government royalties of R247 million (US$28 million) for the March
2013 quarter compared with R228 million (US$29 million) for the
March 2012 quarter.

Taxation decreased from R1,617 million (US$208 million) for the
March 2012 quarter to R733 million (US$83 million) for the March
2013 quarter. Normal taxation decreased from R677 million (US$87
million) to R660 million (US$74 million) in line with the lower taxable
income. Deferred taxation decreased from R940 million (US$121
million) to R73 million (US$8 million) due to a deferred tax charge of
R737 million (US$95 million) as a result of the rate changes in Ghana
implemented in the March 2012 quarter.

Net earnings attributable to owners of the parent amounted to R236
million (US$27 million) for the March 2013 quarter compared with net
earnings of R381 million (US$49 million) for the March 2012 quarter.

Normalised earnings of R608 million (US$68 million) for the March
2013 quarter compared with R465 million (US$60 million) for the
March 2012 quarter.

Cash flow

Cash inflow from operating activities decreased from R2,068 million
(US$268 million) for the March 2012 quarter to R1,857 million
(US$200 million) for the March 2013 quarter.

Dividends paid decreased from R1,702 million (US$225 million) to
R565 million (US$62 million).

Cash outflows from investing activities decreased from R2,798 million
(US$363 million) to R2,285 million (US$257 million).

Capital expenditure increased from R1,959 million (US$252 million)
in the March 2012 quarter to R2,173 million (US$244 million) in the
March 2013 quarter. At the South Africa region, capital expenditure
at South Deep decreased from R655 million to R551 million. At the
West Africa region, capital expenditure increased from US$71 million
to US$99 million mainly at Tarkwa due to an increase in mining fleet
and capital waste strip. In South America, at Cerro Corona, capital
expenditure decreased from US$17 million to US$14 million. At the
Australasia region, capital expenditure decreased from A$60 million
to A$55 million mainly at St Ives due to lower expenditure on the
construction of the tailings storage facility.

Investing activities in the March 2013 quarter included payment to
Bezant of R91 million (US$10 million) relating to the purchase of an
associate stake in Bezant Resources PLC for R68 million (US$8
million) and a second non-refundable payment for the option
agreement relating to the Guinaoang deposit of R23 million (US$2
million). Investing activities in the March 2012 quarter included a
US$110 million (R834 million) investment into the Far Southeast
project, thus vesting a 40 per cent interest in the project.

Purchase of investments in the March 2013 quarter amounted to R15
million (US$2 million) and mainly related to Rand Refinery.

Net cash inflow from financing activities increased from R769 million
(US$101 million) for the March 2012 quarter to R1,073 million
(US$116 million) for the March 2013 quarter. Long term and short
term loans received and repaid related to refinancing of all pre-
Sibanye unbundling facilities with new facilities as well as a daylight
facility for purposes of GFIMSA's capitalisation.

Loans received from non-controlling interest holders decreased from
R46 million (US$6 million) for the March 2012 quarter to R32 million
(US$4 million) for the March 2013 quarter and relate to
Buenaventura's contribution of 49 per cent to the capital expenditure
on the Chucapaca project.

The net cash inflow of R80 million (outflow US$4 million) in the March
2013 quarter compared with a cash outflow of R1,663 million
(US$218 million) in the March 2012 quarter. After accounting for
cash transferred on the unbundling of Sibanye of R946 million
(US$106 million) and a positive translation adjustment of R380 million
(US$8 million) on offshore cash balances, the cash outflow for March
2013 was R342 million (US$87 million). The cash balance at the end
of March 2013 was R5,276 million (US$569 million) compared with
R5,152 million (US$680 million) at the end of March 2012.

Growth and international projects
Gold Fields has a robust growth portfolio with exploration and
advanced projects in all of its operating regions. Gold Fields growth
vision is to deliver sustainable and high-quality gold production
through disciplined project development. The focus is on growing
reserves per share and quality of production with a view to optimising
free cash flow per ounce. During the quarter, the Yanfolila project in
Mali was advanced to resource development.

Chucapaca

At the Chucapaca project in southern Peru, a re-scoping study is
underway to explore options to improve the project financial returns.
Studies are focused on evaluation of alternative mining scenarios,
including selective underground mining, as well as looking at
opportunities to improve metallurgical recoveries, reduce capital
costs and review further exploration opportunities in the Chucapaca
Area of Interest (AOI).

Far Southeast

Focus remains on access to surface sites to conduct confirmatory
geotechnical drilling, as well as progressing permitting activities in
relation to the FPIC (Free Prior Informed Consent) which is required
as part of the process of submitting an FTAA (Financial Technical
Assistance Agreement). Delays to the permitting process are
forecast due to Philippine election activities and the process is
expected to recommence in the last quarter of the year.

Surface drilling was completed at three sites, and a further three sites
have signed MoU's (Memorandum of Understanding) as part of the
negotiation for access. Continued discussions with communities are
underway in relation to further sites. Underground drilling activities
have been scaled back, with three drills remaining underground.

All other technical studies are minimised while the permitting and
surface access and drilling activities are progressing.

Arctic Platinum

A maiden mineral resource for the Suhanko North deposit of 74
million tonnes at 1.63 grams per tonne 2PGE+Au was declared as
part of the updated Mineral Resources and Mineral Reserves
statement.

Planned geotechnical site work is complete. Remaining key
metallurgical testing continues.

Progress in terms of public comment on the EIA programme has
been positive with opinions and statements received on the
submission and no objections have been received. A final statement
on the programme is expected from the authorities later this year.
Meanwhile the preliminary agreement for the access road upgrade
has been approved by the Finnish Traffic authority and the
environmental permit for construction of a key bridge, as part of the
road upgrade, was secured.

Yanfolila

At Yanfolila in Mali, the de-risking programme continued and remains
on schedule for completion in the September 2013 quarter to allow
for a development decision.

During the March quarter, the first draft of the ESIA (Environmental
and Social Impact Assessment) was submitted to the government
and a site visit was conducted with authorities. Drilling continues per
schedule. All pit geotechnical drilling is complete, however, down-
hole acoustic televiewer data is still being collected.

Greenfields exploration
In addition to the resource development projects mentioned above,
the greenfields exploration portfolio consists of three advanced
drilling projects, thirteen initial drilling projects, and four target
definition projects in Peru, Chile, Argentina, Mali, Ethiopia, Canada,
USA, Kyrgyzstan, Australia and the Philippines. During the quarter
34,888 metres were drilled on greenfields projects compared with
45,108 metres in the December quarter and 92,298 metres in the
March 2012 quarter. The 62 per cent reduction compared with March
2012 quarter is mostly due to the fact that the Yanfolila project in Mali
was advanced to resource development during the December 2012
quarter and due to reductions in the amount of aircore drilling on
other projects in Africa and Australia. During the March 2012 quarter,
26,154 metres were drilled at the Yanfolila project and 31,134 metres
of aircore drilling were completed on other projects in Africa and
Australia.

Africa

The latest round of drilling concluded during the quarter at the
Kangare project which is located immediately north of the Yanfolila
project in Mali. All assays were returned and results are mixed. A
full data review is in progress in order to evaluate which target areas
warrant additional follow-up drilling in the June 2013 quarter. The
initial drilling programme at the Fambina project in western Mali was
completed with a total of 1,489 metres in 16 reverse circulation drill
holes. Although visible gold was noted in several holes, assay
results are largely disappointing.

In Ethiopia, initial drilling was carried out on three targets at the
Asosa project in the western part of the country. The drilling
programme was suspended at the end of January 2013 to allow time
for all assay results to be returned. Airborne geophysical surveys
were completed over both the Asosa and Kibre Menghist projects
and data processing is underway. Drilling resumed at the Asosa
project during the June 2013 quarter.

North America

At the Woodjam project in British Columbia, Canada, geological
models were updated and new mineral resource estimates will be
completed during the June 2013 quarter.

Diamond drilling concluded in the quarter at the Larder Lake project
in Ontario, Canada. Assay results are still incomplete. Further work
will depend on a comprehensive review of the results.

South America

Diamond and reverse circulation drilling continued with four rigs at
the Salares Norte project in Chile and 15,639 metres were completed
during the quarter. Assay results continue to be encouraging. Initial
drilling commenced during the quarter on promising targets at the
Aster 5 and Crater properties located about 40 kilometres north of the
Salares Norte project. A total of 3,578 metres of reverse circulation
drilling were completed. Most assay results are pending. These
drilling programmes concluded at the end of the Andean summer
field season about mid-April 2013.

The second phase of initial drilling concluded at the Taguas project in
Argentina during the quarter and 2,195 metres of diamond drilling
were completed on three targets. A decision on the way forward for
this project will be made once all of the assay results have been
evaluated.

Australasia

Diamond drilling continued at the Talas project in Kyrgyzstan and
1,456 metres were completed during the quarter. A new resource
estimate and an update to the scoping study were completed.

Field work continued on the Blayney and Cheesemans Creek joint
venture projects in the East Lachlan region of New South Wales,
Australia. Initial drilling commenced at the Blayney project during the
March quarter.

At the Guinaoang project in the Philippines, the planned drilling
programme continues to be delayed due to ongoing negotiations for
access with the landowners, communities and local governments.

Near mine exploration

Gold Fields completed 50,967 metres of drilling in the March 2013
quarter on near mine projects adjacent to its international operations.

Gold Fields completed 20,711 metres of diamond, reverse circulation,
and aircore drilling at St Ives in Western Australia during the quarter.
The focus continued to be in and around the Invincible discovery
where a maiden Inferred open pit and underground resource estimate
was included in the 2012 resource statement. Infill RC drilling was
completed during the quarter for part of the Invincible open pit
resource area with continuing positive results, whilst diamond drilling
to infill the deeper parts of the system commenced. Diamond drilling
of the Invincible North Extension over a 700 metres strike length
returned consistent encouraging results. The Invincible mineralisation
remains open in all directions. High grade near surface gold
mineralisation continued to be intersected in drilling in the Greater
Neptune area, where the application of new high-resolution ground
magnetic data has provided insights into the complex distribution of
gold mineralisation.

Also in Australia, diamond drilling continued at Agnew, where 6,346
metres were completed on the High Grade Shoots project including
Bengal, Fitzroy and Hastings at the Waroonga mine as well as a
conceptual target some 500 metres north of Waroonga. Results from
both these areas have been encouraging.

At Damang in Ghana, the initial framework diamond drilling
programme (2,705 metres) was completed at the Bonsa
hydrothermal project and a geological interpretation is pending the
receipt of final assay results. Results from the in-fill programme at
Amoanda confirmed and extended the north-plunging Amoanda
mineralisation.

At Cerro Corona in Peru, the deep drilling programme below the
existing pit was concluded, with 1,781 metres completed in six drill
holes. While all six holes intersected porphyry-style copper-gold
mineralisation below the current life-of-mine pit, assay results
received show lower gold and copper grades with depth. A full
geological interpretation will be completed following receipt of all
outstanding assays.

Corporate
Directorate changes

On 13 February, the Chair of Gold Fields, Dr Mamphela Ramphele,
announced her resignation from the Board of Directors with
immediate effect. Dr Ramphele decided to retire as Chair to further
her socio-economic and political work.

Dr Ramphele was appointed to the Board of Gold Fields Limited on 1
July 2010 and chaired the Board from 2 November 2010. She also
served on various Board Committees during her tenure.

The Board and management of Gold Fields thank Dr Ramphele for
her significant contribution to the Company and her leadership of the
Board and wish her every success in her new ventures.

Gold Fields non-executive director, Cheryl Carolus, succeeded Dr
Ramphele as Chair from 14 February 2013. Ms Carolus was
appointed a director of Gold Fields on 10 March 2009. She is the
Executive Chair of Peotona Group Holdings Ltd and a director of
Investec and De Beers, amongst others.

Executive changes

Kgabo Moabelo was promoted to Managing Executive, South Africa.
He was previously the Executive Vice-President for People and
Organisational Effectiveness for the Group. His appointment took
effect on 1 March 2013. Following the unbundling of Sibanye Gold
from Gold Fields it had become necessary to review the managing
structure for the South Africa Region and the South Deep mine. Mr
Moabelo will have full responsibility for South Deep's business and
operational performance in addition to dealing with the outside
stakeholders that fall within the ambit of the Group's South African
operations.

South Deep is a crucial pillar in the growth of Gold Fields accounting
for a significant portion of the company's Mineral Reserves and future
production profile. The mine is expected to achieve its full production
rate of approximately 700,000 ounces a year by 2016.

Mr Moabelo joined Gold Fields in 2010 from Cisco Systems and has
held leadership roles not only in mining but in energy, financial
services and information technology.

Mr Moabelo's position was taken over by Lee-Ann Samuel, who
became Senior Vice-President, Human Resources and previously
headed the company's Remuneration and Employee Benefits
portfolio. Ms Samuel, who joined Gold Fields in 2009, has held a
number of managerial positions at large private sector companies
and has consulted widely to local and provincial government
departments.

Ernesto Balarezo joined Gold Fields as Executive Vice-President for
South America, to replace Juan-Luis Kruger. Mr Balarezo, a Peruvian
national, joined Gold Fields from Hochschild Mining, a London-listed
mining company, where he was Vice-President Operations. He has
altogether 21 years of professional experience in the mining industry.

Mr Kruger left Gold Fields to become CEO of a privately-held mining
company in Peru.

Integrated annual report

Subsequent to the end of the quarter Gold Fields released its
Integrated Annual Report 2012, which is made up of the following
three volumes: the Integrated Annual Review, the Annual Financial
Report for the year ended 31 December 2012, and the Mineral
Resources and Mineral Reserves Supplement as at 31 December
2012. These documents are available on the Gold Fields website at
www.goldfields.co.za or as hard copies which can be can be
requested from the Corporate Affairs Department.

Outlook
Attributable gold production for the year ending December 2013 is
expected to be between 1,825 equivalent ounces and 1,900
equivalent ounces excluding the discontinued operations, KDC and
Beatrix.    Total cash cost is estimated at US$860 per ounce
(R250,000 per kilogram) and NCE at US$1,360 per ounce (R395,000
per kilogram) including US$40 per ounce for exploration and growth
projects. These estimates are based on an average exchange rate of
R/US$9.00 and US$/A$1.04 for the year.

The above is subject to safety performance which limits the impact of
safety-related stoppages and the forward looking statement on pages
2 and 27.

Basis of accounting
The unaudited condensed consolidated financial information is
prepared in accordance with IAS 34 Interim Financial Reporting, the
Listings Requirements of the JSE Limited, the SAICA Financial
Reporting Guides as issued by the Accounting Practices Committee
and Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council, as well as the requirements of the
South African Companies Act.

The accounting policies and disclosure requirements used in the
preparation of this report are consistent with those applied in the
previous financial year except for the adoption of applicable revised
and/or new standards (IFRIC 20) issued by the International
Accounting Standards Board.

Change in accounting policy

In the March 2013 quarter, the Group adopted IFRIC 20-"Stripping
Costs in the Production Phase of a Surface Mine", which became
effective on 1 January 2013. The previous Gold Fields policy stated
that costs related to removing waste within the ore body, once it had
been exposed, were accounted for in the income statement using the
waste normalisation method. Any resultant asset created by the
timing difference between costs incurred and costs expensed was
recorded in the statement of financial position as a current asset.

IFRIC 20 requires that production stripping costs in a surface mine be
capitalised to non-current assets if, and only if, all of the following
criteria are met:

-     It is probable that the future economic benefit associated with
      the stripping activity will flow to the entity;
-     The entity can identify the component of the ore body for which
      access has been improved; and
-     The costs relating to the stripping activity associated with that
      component can be measured.

The comparative periods presented in this quarterly publication have
been restated. The effect of the change in accounting policy is an
after tax increase/(decrease) to net earnings from continuing
operations attributable to the Gold Fields shareholder:

2011  (R151.2) million
2012  R84.9 million

The impact of the change in accounting policy for the March 2012
and December 2012 quarters is a credit to net earnings from
continuing operations attributable to the Gold Fields shareholder of
R47.0 million and a debit to net earnings from continuing operations
attributable to the Gold Fields shareholder of R6.0 million,
respectively. The corresponding entries for the above adjustments
were property, plant and equipment, deferred tax and current assets.

Net earnings from continuing operations for 2012 have been restated
from R2,506.6 million to R2,591.5 million. As a result, earnings per
share and headline earnings per share for 2012 have been restated
from 345 to 356 cents per share and from 382 to 393 cents per
share, respectively.


N.J. Holland
Chief Executive Officer

10 May 2013

The financial statements are presented on a condensed consolidated basis.

Income statement
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

SOUTH AFRICAN RAND                                                                                                                          Quarter
                                                                                                                                           Restated        Restated
                                                                                                                               March       December           March
                                                                                                                                2013           2012            2012
Revenue                                                                                                                      7,158.7        8,228.2         6,925.8
Operating costs, net                                                                                                        (3,565.7)      (3,888.1)       (3,112.1)
   - Operating costs                                                                                                        (3,572.8)      (3,787.7)       (3,195.6)
   - Gold inventory change                                                                                                       7.1         (100.4)           83.5

Operating profit                                                                                                             3,593.0         4,340.1        3,813.7
Amortisation and depreciation                                                                                               (1,214.1)       (1,223.7)        (945.0)
Net operating profit                                                                                                         2,378.9         3,116.4        2,868.7
Net interest paid                                                                                                              (91.5)          (81.3)         (61.0)
Share of results of associates after taxation                                                                                  (80.8)         (129.9)           0.7
(Loss)/gain on foreign exchange                                                                                                 (0.6)           12.2          (66.2)
Gain/(loss) on financial instruments                                                                                             0.4            (1.4)          (1.7)
Share-based payments                                                                                                          (117.0)          (65.4)         (77.3)
Other                                                                                                                          (83.5)          (53.3)           8.9
Exploration                                                                                                                   (210.6)         (322.3)        (292.0)
Feasibility and evaluation costs                                                                                              (118.2)         (105.8)         (76.1)
Profit before royalties, taxation and non-recurring items                                                                     1,677.1        2,369.2        2,304.0
Non-recurring items                                                                                                           (389.7)         (986.0)         (46.0)
Profit before royalties and taxation                                                                                          1,287.4        1,383.2        2,258.0
Royalties                                                                                                                     (247.1)         (279.8)        (228.1)
Profit before taxation                                                                                                        1,040.3        1,103.4        2,029.9
Mining and income taxation                                                                                                    (733.4)         (641.6)      (1,617.1)
     - Normal taxation                                                                                                        (660.7)         (796.3)        (677.5)
     - Deferred taxation                                                                                                       (72.7)          154.7         (939.6)

Net profit from continuing operations                                                                                          306.9           461.8          412.8
Discontinued operations                                                                                                      2,553.8           165.0        1,747.4
Net profit from discontinued operations                                                                                        489.9           165.0        1,747.4
Net profit on distribution of discontinued operations                                                                        2,063.9               -              -
Net profit                                                                                                                   2,860.7           626.8        2,160.2
Attributable to:
     - Owners of the parent                                                                                                  2,789.5           539.7        2,128.7
     - Non-controlling interest                                                                                                 71.2            87.1           31.5
Non-recurring items
Loss on sale of investments                                                                                                        -            (0.3)             -
Profit on sale of assets                                                                                                         0.8             0.1            1.7
Restructuring costs                                                                                                            (47.2)         (292.6)         (30.4)
Impairment of investments and assets                                                                                           (12.8)         (711.1)         (17.3)
Other                                                                                                                         (330.5)           17.9              -
Total non-recurring items                                                                                                     (389.7)         (986.0)         (46.0)
Taxation                                                                                                                        17.2           273.1            9.1
Net non-recurring items after tax and non-controlling interests                                                               (372.5)         (712.9)         (36.9)
Net earnings from continuing operations                                                                                        235.7           375.5          381.1
Net earnings from discontinued operations                                                                                    2,553.8           164.1        1,747.6
Net earnings per share (cents) from continuing operations                                                                         32              52             53
Net earnings per share (cents) from discontinued operations                                                                      349              22            241
Diluted earnings per share (cents) from continuing operations                                                                     32              51             52
Diluted earnings per share (cents) from discontinued operations                                                                  348              21            241

Headline earnings from continuing operations                                                                                   245.5           786.7          397.0
Headline earnings from discontinued operations                                                                                 489.7           163.0        1,747.6
Headline earnings per share (cents) from continuing operations                                                                    34             107             55
Headline earnings per share (cents) from discontinued operations                                                                  67              23            241
Diluted headline earnings per share (cents) from continuing operations                                                            33             107             54
Diluted headline earnings per share (cents) from discontinued operations                                                          67              22            241
Net earnings excluding gains and losses on foreign exchange, financial instruments and non-recurring items after
royalties and taxation - continuing operations                                                                                 607.5         1,080.4          464.9
Net earnings excluding gains and losses on foreign exchange, financial instruments, and non-recurring items after
royalties and taxation - discontinued operations                                                                               514.5           190.9        1,770.9
Net earnings per share excluding gains and losses on foreign exchange, financial instruments, and non-recurring
items after royalties and taxation (cents) - continuing operations                                                                83             148             64
Net earnings per share excluding gains and losses on foreign exchange, financial instruments, and non-recurring
items after royalties and taxation (cents) - discontinued operations                                                              70              25            245
Gold sold  managed        kg                                                                                                 15,410          17,510         16,491
Gold price received        R/kg                                                                                              464,549         469,914        419,975
Total cash cost            R/kg                                                                                              234,036         222,433        189,467
Figures may not add as they are rounded independently.

The unaudited consolidated financial statements for the quarter ended 31 March 2013 have been prepared by the corporate accounting staff of Gold Fields Limited
headed by Mrs Tzvet Ilarionova, the Group's Financial Controller. This process was supervised by Mr Paul Schmidt, the Group's Chief Financial Officer.

Income statement
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

UNITED STATES DOLLARS                                                                                                           Quarter
                                                                                                                               Restated     Restated
                                                                                                                     March     December        March
                                                                                                                      2013         2012         2012
Revenue                                                                                                              805.2        954.3        891.4
Operating costs, net                                                                                                (401.2)      (451.3)      (400.5)
   - Operating costs                                                                                                (401.9)      (438.4)      (411.3)
   - Gold inventory change                                                                                             0.8        (12.9)        10.7

Operating profit                                                                                                     404.0        503.0        490.8
Amortisation and depreciation                                                                                       (136.5)      (142.4)      (121.6)
Net operating profit                                                                                                 267.5        360.6        369.3
Net interest paid                                                                                                    (10.3)        (9.4)        (7.9)
Share of results of associates after taxation                                                                         (9.1)       (15.2)         0.1
(Loss)/gain on foreign exchange                                                                                       (0.1)         1.8         (8.5)
Loss on financial instruments                                                                                            -         (0.1)        (0.2)
Share-based payments                                                                                                 (13.2)        (7.3)        (9.9)
Other                                                                                                                 (9.4)        (6.2)         1.1
Exploration                                                                                                          (23.7)       (37.5)       (37.6)
Feasibility and evaluation costs                                                                                     (13.3)       (12.3)        (9.8)
Profit before royalties, taxation and non-recurring items                                                            188.6        274.4        296.5
Non-recurring items                                                                                                  (43.8)      (120.3)        (5.9)
Profit before royalties and taxation                                                                                 144.8        154.1        290.7
Royalties                                                                                                            (27.8)       (32.5)       (29.4)
Profit before taxation                                                                                               117.0        121.6        261.3
Mining and income taxation                                                                                           (82.5)       (70.8)      (208.2)
     - Normal taxation                                                                                               (74.3)       (92.5)       (87.2)
     - Deferred taxation                                                                                              (8.3)        21.7       (121.0)

Net profit from continuing operations                                                                                 34.5         50.8         53.1
Discontinued operations                                                                                              287.3         12.9        224.9
Net profit from discontinued operations                                                                               55.1         12.9        224.9
Net profit on distribution of discontinued operations                                                                232.2            -            -
Net profit                                                                                                           321.8         63.7        278.0
Attributable to:
     - Owners of the parent                                                                                          313.8         53.5        273.9
     - Non-controlling interest                                                                                        8.0         10.2          4.2
Non-recurring items
Loss on sale of investments                                                                                              -         (0.6)           -
Profit on sale of assets                                                                                               0.1          0.1          0.2
Restructuring costs                                                                                                   (5.3)       (35.4)        (3.9)
Impairment of investments and assets                                                                                  (1.4)       (86.6)        (2.2)
Other                                                                                                                (37.2)         2.2            -
Total non-recurring items                                                                                            (43.8)      (120.3)        (5.9)
Taxation                                                                                                               1.9         33.2          1.2
Net non-recurring items after tax and non-controlling interests                                                      (41.8)       (87.1)        (4.7)
Net earnings from continuing operations                                                                               26.5         40.7         48.9
Net earnings from discontinued operations                                                                            287.3         12.8        224.9
Net earnings per share (cents) from continuing operations                                                                4            5            7
Net earnings per share (cents) from discontinued operations                                                             39            2           31
Diluted earnings per share (cents) from continuing operations                                                            4            5            7
Diluted earnings per share (cents) from discontinued operations                                                         39            2           31
 
Headline earnings from continuing operations                                                                          27.6         91.0         51.0
Headline earnings from discontinued operations                                                                        55.1         12.9        224.9
Headline earnings per share (cents) from continuing operations                                                           4           12            7
Headline earnings per share (cents) from discontinued operations                                                         7            3           31
Diluted headline earnings per share (cents) from continuing operations                                                   4           12            7
Diluted headline earnings per share (cents) from discontinued operations                                                 7            3           31
Net earnings excluding gains and losses on foreign exchange, financial instruments and non-recurring items after
royalties and taxation - continuing operations                                                                        68.3        126.7         59.8
Net earnings excluding gains and losses on foreign exchange, financial instruments, and non-recurring items after
royalties and taxation - discontinued operations                                                                      57.9         15.8        227.9
Net earnings per share excluding gains and losses on foreign exchange, financial instruments, and non-recurring
items after royalties and taxation (cents) - continuing operations                                                       9           18            9
Net earnings per share excluding gains and losses on foreign exchange, financial instruments, and non-recurring
items after royalties and taxation (cents) - discontinued operations                                                     8            2           31
South African rand/United States dollar conversion rate                                                               8.89         8.67         7.77
South African rand/Australian dollar conversion rate                                                                  9.22         9.00         8.19
Gold sold  managed        oz (000)                                                                                    495          563          530
Gold price received        US$/oz                                                                                    1,625        1,686        1,681
Total cash cost            US$/oz                                                                                      819          798          758

Statement of comprehensive income
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

SOUTH AFRICAN RAND                                                                             Quarter
                                                                                                Restated    Restated
                                                                                      March     December       March
                                                                                       2013         2012        2012
Net profit                                                                          2,860.7        626.8     2,160.2
Other comprehensive income/(expenses) net of tax                                    1,581.9        584.1      (371.8)
Marked to market valuation of listed investments                                       13.7         69.8        67.5
Currency translation adjustments and other                                          1,574.9        523.6      (431.3)
Deferred taxation on marked to market valuation of listed investments                  (6.7)        (9.3)       (8.0)

Total comprehensive income                                                          4,442.6      1,210.9     1,788.4
Attributable to:
     - Owners of the parent                                                         4,219.1      1,070.2     1,756.9
     - Non-controlling interest                                                       223.5        140.7        31.5
                                                                                    4,442.6      1,210.9     1,788.4
Statement of comprehensive income
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated
UNITED STATES DOLLARS                                                                          Quarter
                                                                                                Restated    Restated
                                                                                      March     December       March
                                                                                       2013         2012        2012
Net profit                                                                            321.8         63.7       278.0
Other comprehensive income/(expenses) net of tax                                     (265.3)       (140.6)      386.2
Marked to market valuation of listed investments                                        1.5          8.6         8.7
Currency translation adjustments and other                                           (266.0)       (148.1)      378.5
Deferred taxation on marked to market valuation of listed investments                  (0.8)        (1.1)       (1.0)

Total comprehensive income/(expenses)                                                  56.5        (76.9)      664.2
Attributable to:
     - Owners of the parent                                                            48.4        (86.5)      649.4
     - Non-controlling interest                                                         8.1          9.6        14.8
                                                                                       56.5        (76.9)      664.2
Statement of financial position
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated
                                                                        SOUTH AFRICAN            UNITED STATES
                                                                            RAND                   DOLLARS
                                                                                    Restated                 Restated
                                                                           March    December        March    December
                                                                            2013        2012         2013        2012
Property, plant and equipment                                           57,311.7    53,633.8      6,175.8     6,258.4
Goodwill                                                                 4,458.9     4,458.9        480.5       520.3
Non-current assets                                                       1,092.1       910.6        117.7       106.3
Investments                                                              2,572.5     2,318.1        277.2       270.5
Deferred taxation                                                          351.9       356.0         37.9        41.6
Current assets                                                          13,219.7    33,212.9      1,424.5     3,875.5
    - Other current assets                                               7,943.6     7,604.1        856.0       887.3
    - Cash and deposits                                                  5,276.1     5,195.6        568.5       606.3
    - Assets held for distribution                                             -    20,413.2            -     2,381.9

Total assets                                                            79,006.8    94,890.3      8,513.6    11,072.6

Shareholders' equity                                                    45,940.1    53,056.5      4,950.3     6,191.0
Deferred taxation                                                        5,546.7     5,052.0        597.7       589.5
Long-term loans                                                         17,600.9    15,672.9      1,896.6     1,828.8
Environmental rehabilitation provisions                                  2,324.7     2,131.6        250.5       248.8
Other long-term provisions                                                 122.1       119.0         13.2        13.9
Current liabilities                                                      7,472.3    18,858.3        805.3     2,200.6
     - Other current liabilities                                         6,701.1     6,164.1        722.2       719.3
     - Current portion of long-term loans                                  771.2       342.8         83.1        40.0
     - Liabilities held for distribution                                       -    12,351.4            -     1,441.3

Total equity and liabilities                                            79,006.8    94,890.3      8,513.6    11,072.6
South African rand/US dollar conversion rate                                                         9.28        8.57
South African rand/Australian dollar conversion rate                                                 9.70        8.92

Net debt                                                                13,096.0    10,820.1      1,411.2     1,262.5

Condensed statement of changes in equity
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

SOUTH AFRICAN RAND
                                                    Share capital      Other    Retained    Non-controlling        Total
                                                      and premium   reserves    earnings           interest       equity
Balance as at 31 December 2012                           31,542.3    3,773.2    16,038.0            1,803.9     53,157.4
Prior year adjustment                                           -      (25.0)      (66.3)              (9.6)      (100.9)
Total comprehensive income                                      -    1,429.6     2,789.5              223.5      4,442.6
Profit for the period                                           -          -     2,789.5               71.2      2,860.7
Other comprehensive income                                      -    1,429.6           -              152.3      1,581.9
Dividends paid                                                  -          -      (557.9)              (7.3)      (565.2)
Distribution in specie of discontinued operations      (11,186.9)          -           -                  -    (11,186.9)
Share-based payments                                            -      160.5           -                  -        160.5
Transactions with non-controlling interest                      -          -           -               (2.7)        (2.7)
Loans received from non-controlling interest                    -          -           -               31.6         31.6
Exercise of employee share options                            3.7          -           -                  -          3.7
Balance as at 31 March 2013                              20,359.1    5,338.3    18,203.3            2,039.4     45,940.1



UNITED STATES DOLLARS
                                                    Share capital      Other    Retained    Non-controlling        Total
                                                      and premium   reserves    earnings           interest       equity
Balance as at 31 December 2012                            4,599.9     (700.8)    2,093.2              210.5      6,202.8
Prior year adjustment                                           -          -       (10.6)              (1.2)       (11.8)
Total comprehensive (expenses)/income                           -     (265.4)      313.8                8.1         56.5
Profit for the period                                           -          -       313.8                8.0        321.8
Other comprehensive (expenses)/income                           -     (265.4)          -                0.1       (265.3)
Dividends paid                                                  -          -      (61.2)               (0.8)       (62.0)
Distribution in specie of discontinued operations       (1,256.9)          -           -                  -     (1,256.9)
Share-based payments                                            -       18.1           -                  -         18.1
Transactions with non-controlling interest                      -          -           -               (0.3)        (0.3)
Loans received from non-controlling interest                    -          -           -                3.5          3.5
Exercise of employee share options                            0.4          -           -                  -          0.4
Balance as at 31 March 2013                               3,343.4     (948.1)    2,335.2              219.8      4,950.3



SOUTH AFRICAN RAND
                                                    Share capital      Other     Retained    Non-controlling       Total
Restated
                                                      and premium     reserves   earnings           interest      equity
Balance as at 31 December 2011                           31,526.3    2,065.5     13,295.1            1,174.6    48,061.5
Prior year adjustment                                           -      (16.3)      (151.2)                 -      (167.5)
Total comprehensive (expenses)/income                           -     (371.8)     2,128.7               31.5     1,788.4
Profit for the period                                           -          -      2,128.7               31.5     2,160.2
Other comprehensive expenses                                    -     (371.8)           -                  -      (371.8)
Dividends paid                                                  -          -     (1,677.3)                 -    (1,677.3)
Share-based payments                                            -      143.7            -                  -       143.7
Transactions with non-controlling interest                      -          -            -                0.7         0.7
Loans received from non-controlling interest                    -          -            -               45.8        45.8
Exercise of employee share options                            1.7          -            -                  -         1.7
Balance as at 31 March 2012                              31,528.0    1,821.1     13,595.3            1,252.6    48,197.0



UNITED STATES DOLLARS
                                                    Share capital      Other     Retained    Non-controlling        Total
Restated
                                                      and premium    reserves    earnings           interest       equity
Balance as at 31 December 2011                            4,597.9      (605.6)    1,774.8              144.5      5,911.6
Prior year adjustment                                           -         0.3      (20.9)                  -        (20.6)
Total comprehensive income                                      -       375.5       273.9               14.8        664.2
Profit for the period                                           -           -       273.9                4.2        278.1
Other comprehensive income                                      -       375.5           -               10.6        386.1
Dividends paid                                                  -           -      (221.5)                 -       (221.5)
Share-based payments                                            -        18.5           -                  -         18.5
Transactions with non-controlling interest                      -           -           -                0.1          0.1
Loans received from non-controlling interest                    -           -           -                5.9          5.9
Exercise of employee share options                            0.2           -           -                  -          0.2
Balance as at 31 March 2012                               4,598.1      (211.3)    1,806.3              165.3      6,358.4

Statement of cash flows
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

SOUTH AFRICAN RAND                                                                                                                                                Quarter
                                                                                                                                                                    Restated         Restated
                                                                                                                                                       March        December            March
                                                                                                                                                        2013            2012             2012
Cash flows from operating activities                                                                                                                 2,138.6         3,352.9          2,716.8
Profit before royalties, tax and non-recurring items                                                                                                 1,677.1         2,369.2          2,304.0
Non-recurring items                                                                                                                                  (389.7)          (986.0)           (46.0)
Amortisation and depreciation                                                                                                                        1,213.8         1,223.7            945.0
Change in working capital                                                                                                                              488.0             8.2           (377.1)
Royalties and taxation paid                                                                                                                         (1,123.3)         (668.3)          (861.1)
Other non-cash items                                                                                                                                    (8.9)          784.3            102.7
Cash generated by continuing operations                                                                                                              1,857.0         2,731.1          2,067.5
Cash generated by discontinued operations                                                                                                              281.6           621.8            649.3

Dividends paid                                                                                                                                        (565.2)          (43.7)        (1,701.5)
Owners of the parent                                                                                                                                  (557.9)               -        (1,677.3)
Non-controlling interest holders                                                                                                                        (7.3)          (43.7)           (24.2)

Cash flows from investing activities                                                                                                                (2,772.8)       (3,589.4)        (3,463.4)
Capital expenditure  additions                                                                                                                     (2,172.8)       (2,823.9)        (1,959.2)
Capital expenditure  proceeds on disposal                                                                                                               0.8             2.4              1.4
Payment to FSE                                                                                                                                             -               -          (833.8)
Payment to Bezant                                                                                                                                      (90.8)              -                -
La Cima non-controlling interest buy-out                                                                                                                   -            (7.2)            (0.1)
Purchase of investments                                                                                                                                (14.6)              -             (1.0)
Proceeds on disposal of investments                                                                                                                      1.5             3.0              4.4
Environmental and post-retirement health care payments                                                                                                  (9.2)           (6.9)           (10.0)
Cash utilised in continuing operations                                                                                                              (2,285.1)       (2,832.6)        (2,798.3)
Cash utilised in discontinued operations                                                                                                              (487.7)         (756.8)          (665.1)

Cash flows from financing activities                                                                                                                 1,423.4         1,672.3          1,744.4
Loans received                                                                                                                                      25,045.6           260.8            858.8
Loans repaid                                                                                                                                      (24,007.5)          (110.8)          (136.9)
Non-controlling interest holders' loans received                                                                                                        31.6            55.4             45.8
Shares issued                                                                                                                                            3.7             1.9              1.7
Cash generated by continuing operations                                                                                                              1,073.4           207.3            769.4
Cash generated by discontinued operations                                                                                                              350.0         1,465.0            975.0

Net cash inflow/(outflow)                                                                                                                              224.0         1,392.1           (703.7)
Net cash inflow/(outflow)from continuing operations                                                                                                     80.1            62.1         (1,662.9)
Net cash inflow from discontinued operations                                                                                                           143.9         1,330.0            959.2
Cash distributed on unbundling of Sibanye                                                                                                             (946.1)              -                -
Translation adjustment                                                                                                                                 379.7           141.4           (193.4)
Cash at beginning of period                                                                                                                          5,618.5         4,085.0          6,049.0
Cash at end of period                                                                                                                                5,276.1         5,618.5#         5,151.9

*Cash flow from operating activities less capital expenditure additions for continuing operations                                                     (315.8)          (92.8)           108.3

*Cash flow from operating activities less capital expenditure additions for discontinued operations                                                   (140.2)         (137.1)           (15.8)

# Cash at the end of December 2012 of R5,618.5 million comprised cash attributable to continuing operations of R5,195.6 million and cash attributable to discontinued operations of R422.9 million.

Statement of cash flows
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

UNITED STATES DOLLARS                                                                                                                                            Quarter
                                                                                                                                                                   Restated     Restated
                                                                                                                                                     March         December        March
                                                                                                                                                      2013             2012         2012
Cash flows from operating activities                                                                                                                 230.5            387.2        356.5
Profit before royalties, tax and non-recurring items                                                                                                 188.6            274.4        296.5
Non-recurring items                                                                                                                                  (43.8)          (120.3)        (5.9)
Amortisation and depreciation                                                                                                                        136.5            142.4        121.6
Change in working capital                                                                                                                             54.8              4.2        (48.5)
Royalties and taxation paid                                                                                                                         (135.4)           (74.5)      (108.9)
Other non-cash items                                                                                                                                  (1.2)            95.2         13.3
Cash generated by continuing operations                                                                                                              199.6            321.3        268.0
Cash generated by discontinued operations                                                                                                             30.9             65.8         88.5

Dividends paid                                                                                                                                       (62.0)            (5.0)      (224.5)
Owners of the parent                                                                                                                                 (61.2)               -       (221.5)
Non-controlling interest holders                                                                                                                      (0.8)            (5.0)        (3.0)

Cash flows from investing activities                                                                                                                (311.6)          (415.1)      (448.4)
Capital expenditure  additions                                                                                                                     (244.4)          (327.4)      (252.2)
Capital expenditure  proceeds on disposal                                                                                                             0.1              0.3          0.2
Payment to FSE                                                                                                                                           -                -       (110.0)
Payment to Bezant                                                                                                                                    (10.0)               -            -
La Cima non-controlling interest buy-out                                                                                                                 -             (0.8)           -
Purchase of investments                                                                                                                               (1.6)               -         (0.1)
Proceeds on disposal of investments                                                                                                                    0.2              0.3          0.6
Environmental and post-retirement health care payments                                                                                                (1.0)            (0.8)        (1.3)
Cash utilised in continuing operations                                                                                                              (256.8)          (328.4)      (362.8)
Cash utilised in discontinued operations                                                                                                             (54.9)           (86.7)       (85.6)

Cash flows from financing activities                                                                                                                 154.8            194.5        230.0
Loans received                                                                                                                                     2,832.7             30.0        113.3
Loans repaid                                                                                                                                      (2,720.8)           (12.9)       (18.0)
Non-controlling interest holders' loans received                                                                                                       3.5              6.3          5.9
Shares issued                                                                                                                                          0.4              0.2          0.2
Cash generated by continuing operations                                                                                                              115.8             23.6        101.4
Cash generated by discontinued operations                                                                                                             39.0            170.9        128.6


Net cash inflow/(outflow)                                                                                                                             11.7            161.5        (86.3)
Net cash inflow/(outflow)from continuing operations                                                                                                   (3.4)            11.6       (217.8)
Net cash inflow from discontinued operations                                                                                                          15.0            150.0        131.5
Cash distributed on unbundling of Sibanye                                                                                                           (106.4)               -            -
Translation adjustment                                                                                                                                 7.6              0.1         22.0
Cash at beginning of period                                                                                                                          655.6            494.0        744.0
Cash at end of period                                                                                                                                568.5            655.6#       679.7

*Cash flow from operating activities less capital expenditure additions for continuing operations                                                    (44.8)            (6.1)        15.9

*Cash flow from operating activities less capital expenditure additions for discontinued operations                                                  (16.6)           (21.2)         2.9

# Cash at the end December 2012 comprised cash attributable to continuing operations of US$606.3 million and cash attributable to discontinued operations of US$49.3 million.

Reconciliation of headline earnings from continuing operations with net
earnings from continuing operations
International Financial Reporting Standards Basis
Figures are in millions unless otherwise stated

SOUTH AFRICAN RAND                                                                                                         Quarter
                                                                                                                             Restated    Restated
                                                                                                                  March      December       March
                                                                                                                   2013          2012        2012
Net earnings from continuing operations                                                                           235.7         375.5       381.1
Loss on sale of investments                                                                                           -           0.3           -
Taxation effect on sale of investments                                                                                -          24.6           -
Profit on sale of assets                                                                                           (0.8)         (0.1)       (1.7)
Taxation effect on sale of assets                                                                                   0.2          (0.2)        0.3
Impairment of investments and assets                                                                               12.8         554.2        17.3
Taxation on impairment of investments and assets                                                                   (2.4)       (167.6)          -
Headline earnings from continuing operations                                                                      245.5         786.7       397.0
Headline earnings per share  cents                                                                                  34           107          55
Based on headline earnings as given above divided by 731,207,454 (December 2012  729,075,924 and March 2012 
723,776,008) being the weighted average number of ordinary shares in issue.


UNITED STATES DOLLARS                                                                                                      Quarter
                                                                                                                             Restated    Restated
                                                                                                                   March     December       March
                                                                                                                    2013         2012        2012
Net earnings from continuing operations                                                                             26.5         40.7        48.9
Loss on sale of investments                                                                                            -          0.5           -
Taxation effect on sale of investments                                                                                 -          3.0           -
Profit on sale of assets                                                                                            (0.1)        (0.1)       (0.2)
Taxation effect on sale of assets                                                                                      -            -         0.1
Impairment of investments and assets                                                                                 1.5         67.4         2.2
Taxation effect on impairment of investments and assets                                                             (0.3)       (20.4)          -
Headline earnings from continuing operations                                                                        27.6         91.0        51.0
Headline earnings per share  cents                                                                                    4           12           7
Based on headline earnings as given above divided by 731,207,454 (December 2012  729,075,924 and March 2012 
723,776,008) being the weighted average number of ordinary shares in issue.

Hedging/Derivatives
The Group's policy is to remain unhedged to the gold price. However, hedges are sometimes undertaken on a project specific basis as follows:
  -   to protect cash flows at times of significant expenditure;
  -   for specific debt servicing requirements; and
  -   to safeguard the viability of higher cost operations.
Gold Fields may from time to time establish currency financial instruments to protect underlying cash flows.

South Africa forward exchange contracts*

There were no outstanding contracts at the end of March 2013.

* Do not qualify for hedge accounting and will be accounted for as derivative financial instruments in the income statement.

Debt maturity ladder
The table below shows the debt maturity profile of Gold Fields reflecting the new dollar facilities that have been negotiated for the
Group post unbundling.

Figures are in millions unless otherwise stated
                                                                                                                                      1 Jan 2016
                                                                                                                                              to
                                                                                           31 Dec 2013   31 Dec 2014   31 Dec 2015   31 Dec 2020      Total
Committed loan facilities (including US$ bond)
Rand million                                                                                         -             -             -       1,500.0    1,500.0
US dollar million                                                                                 30.0          75.0         750.0       1,709.2    2,564.2
Dollar debt translated to rand                                                                   278.4         696.0       6,960.0      15,861.5   23,795.9
Total (R'm)                                                                                      278.4         696.0       6,960.0      17,361.5   25,295.9
Utilisation  Uncommitted and committed loan facilities (including US$ bond)
Rand million                                                                                     400.0             -             -         700.0    1,100.0
US dollar million                                                                                 30.0          40.0         750.0       1,041.2    1,861.2
Dollar debt translated to rand                                                                   278.4         371.2       6,960.0       9,662.5   17,272.1
Total (R'm)                                                                                      678.4         371.2       6,960.0      10,362.5   18,372.1
Exchange rate: US$1 = R9.28 being the closing rate at the end of the March 2013 quarter.

Total cash cost
Gold Industry Standards Basis
Figures are in South African rand millions unless otherwise stated

                                                                Total Mine                                                                             South
                                                                Continuing       South Africa                         West Africa Region             America                      Australasia Region
                                                                Operations          Region                                                            Region
                                                                                                                       Ghana                            Peru                             Australia
                                                                                 South Deep             Total         Tarkwa         Damang            Cerro          Total         St Ives          Agnew
                                                                                                                                                      Corona
Operating costs(1)                         March 2013             (3,572.8)          (678.8)         (1,466.2)      (1,094.3)        (371.9)          (376.0)      (1,051.8)         (761.3)        (290.5)
                                             Dec 2012             (3,787.7)          (658.0)         (1,537.2)      (1,122.2)        (415.0)          (412.1)      (1,180.4)         (867.8)        (312.6)

Gold-in-process and                        March 2013                (24.8)               -             (10.7)         (72.9)          62.2             36.4           (0.9)          (12.9)          12.0
inventory change*                            Dec 2012                (55.6)               -             (13.4)         (25.2)          11.8             22.6          (64.8)          (36.0)         (28.8)

Less:                                      March 2013                (28.3)            (3.3)            (13.4)         (11.6)          (1.8)            (2.4)          (9.2)           (7.4)          (1.8)
   Rehabilitation costs                      Dec 2012                (27.3)            (2.0)            (14.4)         (12.4)          (2.0)            (3.0)          (7.9)           (6.4)          (1.5)

      General and                          March 2013               (160.4)           (14.1)            (81.6)         (61.9)         (19.7)            (9.3)         (55.4)          (38.7)         (16.7)
      admin                                  Dec 2012               (201.1)           (10.8)           (126.4)        (100.4)         (26.0)            (3.9)         (60.0)          (39.6)         (20.4)
   
Plus:                                      March 2013               (247.2)            (4.6)           (154.7)        (123.2)         (31.5)           (36.8)         (51.1)          (37.3)         (13.8)
   Royalties                                 Dec 2012               (279.9)            (4.7)           (171.9)        (139.3)         (32.6)           (40.7)         (62.6)          (40.7)         (21.9)
                         
TOTAL CASH COST(2)                         March 2013             (3,606.5)          (666.0)         (1,536.6)      (1,216.9)        (319.7)          (364.7)      (1,039.2)         (765.4)        (273.8)
                                             Dec 2012             (3,894.8)          (649.9)         (1,581.7)      (1,173.9)        (407.8)          (423.3)      (1,239.9)         (898.5)        (341.4)

Plus:                                      March 2013             (1,219.6)          (193.6)           (363.0)        (293.6)         (69.4)           (98.1)        (564.9)
   Amortisation*                             Dec 2012             (1,254.9)          (182.5)           (351.9)        (297.0)         (54.9)          (118.9)        (601.6)
 
   Rehabilitation                          March 2013                (28.3)            (3.3)            (13.4)         (11.6)          (1.8)            (2.4)          (9.2)
                                             Dec 2012                (27.3)            (2.0)            (14.4)         (12.4)          (2.0)            (3.0)          (7.9)

TOTAL PRODUCTION                           March 2013             (4,854.4)          (862.9)         (1,913.0)      (1,522.1)        (390.9)          (465.2)      (1,613.3)
COST(3)                                      Dec 2012             (5,177.0)          (834.4)         (1,948.0)      (1,483.3)        (464.7)          (545.2)      (1,849.4)

Gold sold                                  March 2013                495.4             63.0             213.4          170.1           43.3             73.3          145.7           102.0           43.7
 thousand ounces                            Dec 2012                563.0             62.7             231.8          187.8           44.0            102.0          166.5           111.6           54.9
 
TOTAL CASH COST                            March 2013                  819            1,189               810            805            830              560            802             844            705
 US$/oz                                     Dec 2012                  798            1,196               787            721          1,070              479            859             929            717

TOTAL CASH COST                            March 2013              234,036          339,969           231,451        229,994        237,166          160,026        229,252         241,147        201,472
 R/kg                                       Dec 2012              222,433          333,282           219,528        201,045        298,536          133,407        239,271         258,636        199,883

TOTAL PRODUCTION                           March 2013                1,102            1,541             1,008          1,006          1,015              714          1,245
COST  US$/oz                                Dec 2012                1,061            1,535               969            911          1,219              616          1,281

TOTAL PRODUCTION                           March 2013              315,016          440,480           288,146        287,677        289,985          204,125        355,901
COST  R/kg                                  Dec 2012              295,662          427,897           270,373        254,040        340,190          171,825        356,889


DEFINITIONS
Total cash cost and Total production cost are calculated in accordance with the Gold Institute Industry standard.
(1)
      Operating costs  All gold mining related costs before amortisation/depreciation, changes in gold inventory, taxation and non-recurring items.
(2)
      Total cash cost  Operating costs less off-mine costs, which include general and administration costs, as detailed in the table above.
(3)
      Total production cost  Total cash cost plus amortisation/depreciation and rehabilitation provisions, as detailed in the table above.

* Adjusted for amortisation/depreciation (non-cash item) excluded from gold-in-process change.

Average exchange rates were US$1 = R8.89 and US$1 = R8.67 for the March 2013 and December 2012 quarters respectively.

Operating and financial results
                                                           Total Mine       South                                                     South
SOUTH AFRICAN RAND                                         Continuing      Africa                 West Africa Region                America
                                                           Operations      Region                                                    Region
                                                                                                                                       Peru
                                                                            South                          Ghana                      Cerro
                                                                             Deep         Total           Tarkwa         Damang      Corona
Operating Results
Ore milled/treated (000 tonnes)               March 2013        9,535         520         5,978            5,018            960       1,624
                                           December 2012       11,011         538         7,023            5,853          1,170       1,600

Yield (grams per tonne)                       March 2013          1.6         3.8           1.1              1.1            1.4         1.5
                                           December 2012          1.6         3.6           1.0              1.0            1.2         1.9

Gold produced (kilograms)                     March 2013       15,522       1,959         6,639            5,291          1,348       2,391
                                           December 2012       17,384       1,950         7,205            5,839          1,366       3,047

Gold sold (kilograms)                         March 2013       15,410       1,959         6,639            5,291          1,348       2,279
                                           December 2012       17,510       1,950         7,205            5,839          1,366       3,173

Gold price received                           March 2013      464,549     470,597       465,989          465,753        466,914     452,172
(Rand per kilogram)                        December 2012      469,914     481,487       477,183          477,085        477,599     432,241

Total cash cost (Rand per kilogram)           March 2013      234,036     339,969       231,451          229,994        237,166     160,026
                                           December 2012      222,433     333,282       219,528          201,045        298,536     133,407

Notional cash expenditure                     March 2013      363,188     627,514       353,683          347,912        376,335     208,072
(Rand per kilogram)                        December 2012      369,023     672,974       334,545          311,714        432,138     222,448

Operating costs (Rand per tonne)              March 2013          375       1,305           245              218            387         232
                                           December 2012          344       1,223           219              192            355         258

Financial Results (Rand million)
Revenue                                       March 2012      7,158.7       921.9       3,093.7          2,464.3          629.4     1,030.5
                                           December 2012      8,228.2       938.9       3,438.1          2,785.7          652.4     1,371.5

Net operating costs                           March 2013     (3,565.7)     (678.8)     (1,499.9)        (1,195.6)        (304.3)     (333.0)
                                           December 2012     (3,888.1)     (658.0)     (1,567.2)        (1,143.9)        (423.3)     (388.6)
 
 - Operating costs                            March 2013     (3,572.8)     (678.8)     (1,466.2)        (1,094.3)        (371.9)     (376.0)
                                           December 2012     (3,787.7)     (658.0)     (1,537.2)        (1,122.2)        (415.0)     (412.1)

 - Gold inventory change                      March 2013          7.1           -         (33.7)          (101.3)          67.6        43.0
                                           December 2012       (100.4)          -         (30.0)           (21.7)          (8.3)       23.5

Operating profit                              March 2013      3,593.0       243.1       1,593.8          1,268.7          325.1       697.5
                                           December 2012      4,340.1       280.9       1,870.9          1,641.8          229.1       982.9

Amortisation of mining assets                 March 2013     (1,201.9)     (193.6)       (340.0)          (265.2)         (74.8)     (104.7)
                                           December 2012     (1,210.1)     (182.5)       (335.3)          (300.5)         (34.8)     (119.8)

Net operating profit                          March 2013      2,391.1        49.5       1,253.8          1,003.5          250.3       592.8
                                           December 2012      3,130.0        98.4       1,535.6          1,341.3          194.3       863.1
 
Other expenses                                March 2013       (130.2)      (21.2)        (59.7)           (38.7)         (21.0)      (28.6)
                                           December 2012       (169.8)      (14.8)        (34.3)           (26.2)          (8.1)      (63.1)
 
Profit before royalties and taxation          March 2013      2,260.9        28.3       1,194.1            964.8          229.3       564.2
                                           December 2012      2,960.2        83.6       1,501.3          1,315.1          186.2       800.0

Royalties, mining and income taxation         March 2013       (943.8)       (7.4)       (512.5)          (411.0)        (101.5)     (243.0)
                                           December 2012       (907.3)       38.4        (675.1)          (567.2)        (107.9)     (263.7)

 - Normal taxation                            March 2013       (501.5)          -        (303.1)          (249.6)         (53.5)     (198.4)
                                           December 2012     (1,171.9)          -        (439.3)          (391.9)         (47.4)     (293.7)

 - Royalties                                  March 2013       (247.2)       (4.6)       (154.7)          (123.2)         (31.5)      (36.8)
                                           December 2012       (279.9)       (4.7)       (171.9)          (139.3)         (32.6)      (40.7)

 - Deferred taxation                          March 2013       (195.1)       (2.8)        (54.7)           (38.2)         (16.5)       (7.8)
                                           December 2012        544.5        43.1         (63.9)           (36.0)         (27.9)       70.7

Profit before non-recurring items             March 2013      1,317.1        20.9         681.6            553.8          127.8       321.2
                                           December 2012      2,052.9       122.0         826.2            747.9           78.3       536.3

Non-recurring items                           March 2012        (57.3)      (32.9)        (13.4)           (15.4)           2.0        (5.2)
                                           December 2012       (984.9)     (220.8)        (44.1)           (52.0)           7.9        (5.0)

Net profit                                    March 2013      1,259.8       (12.0)        668.2            538.4          129.8       316.0
                                           December 2012      1,068.0       (98.8)        782.1            695.9           86.2       531.3
 
Net profit excluding gains and losses on      March 2013      1,310.1        11.0         684.4            552.9          131.5       320.9
foreign exchange, financial instruments    December 2012      1,474.6        55.8         565.0            512.7           52.3       508.1
and non-recurring items
Capital expenditure                           March 2013     (2,064.6)     (550.5)       (881.9)          (746.5)        (135.4)     (121.5)
                                           December 2012     (2,627.4)     (654.3)       (873.2)          (697.9)        (175.3)     (265.7)

Operating and financial results
SOUTH AFRICAN RAND                                                                                Australasia Region#
                                                                                                        Australia
                                                                                          Total             St Ives              Agnew
Operating Results
Ore milled/treated (000 tonnes)                            March 2013                      1,413              1,233                180
                                                        December 2012                      1,850              1,651                199

Yield (grams per tonne)                                    March 2013                        3.2                2.6               7.6
                                                        December 2012                        2.8                2.1               8.6

Gold produced (kilograms)                                  March 2013                      4,533              3,174              1,359
                                                        December 2012                      5,182              3,474              1,708

Gold sold (kilograms)                                      March 2013                      4,533              3,174              1,359
                                                        December 2012                      5,182              3,474              1,708

Gold price received (Rand per kilogram)                    March 2013                    466,049            466,163            465,784
                                                        December 2012                    478,522            481,721            472,014

Total cash cost (Rand per kilogram)                        March 2013                    229,252            241,147            201,472
                                                        December 2012                    239,271            258,636            199,883

Notional cash expenditure (Rand per kilogram)              March 2013                    344,694            372,936            278,734
                                                        December 2012                    388,769            455,066            253,923
 
Operating costs (Rand per tonne)                           March 2013                        744                617              1,614
                                                        December 2012                        638                526              1,571

Financial Results (Rand million)
Revenue                                                    March 2013                    2,112.6            1,479.6              633.0
                                                        December 2012                    2,479.7            1,673.5              806.2

Net operating costs                                        March 2013                   (1,054.0)            (780.8)            (273.2)
                                                        December 2012                   (1,274.3)            (917.1)            (357.2)

    - Operating costs                                      March 2013                   (1,051.8)            (761.3)            (290.5)
                                                        December 2012                   (1,180.4)            (867.8)            (312.6)

    - Gold inventory change                                March 2013                       (2.2)             (19.5)              17.3
                                                        December 2012                      (93.9)             (49.3)             (44.6)

Operating profit                                           March 2013                    1,058.6              698.8              359.8
                                                        December 2012                    1,205.4              756.4              449.0

Amortisation of mining assets                              March 2013                     (563.6)
                                                        December 2012                     (572.5)

Net operating profit                                       March 2013                      495.0
                                                        December 2012                      632.9

Other expenses                                             March 2013                      (20.7)
                                                        December 2012                      (57.6)

Profit before royalties and taxation                       March 2013                      474.3
                                                        December 2012                      575.3

Royalties, mining and income taxation                      March 2013                     (180.9)
                                                        December 2012                       (6.9)

    - Normal taxation                                      March 2013                          -
                                                        December 2012                     (438.9)

    - Royalties                                            March 2013                      (51.1)
                                                        December 2012                      (62.6)

    - Deferred taxation                                    March 2013                     (129.8)
                                                        December 2012                      494.6

Profit before non-recurring items                          March 2013                      293.4
                                                        December 2012                      568.4

Non-recurring items                                        March 2013                       (5.8)
                                                        December 2012                     (715.0)

Net profit                                                 March 2013                      287.6
                                                        December 2012                     (146.6)

Net profit excluding gains and losses on                   March 2013                      293.8
foreign exchange, financial instruments and             December 2012                      345.7
non-recurring items
Capital expenditure                                        March 2013                     (510.7)             (422.4)             (88.3)
                                                        December 2012                     (834.2)             (713.1)            (121.1)

# As a significant portion of the acquisition price was allocated to tenements of St Ives and Agnew based on endowment ounces and also as these two Australian operations are entitled to transfer
and then off-set tax losses from one company to another, it is not meaningful to split the income statement below operating profit.

Operating and financial results
                                                                              Total Mine                 South                                                             South
UNITED STATES DOLLARS                                                         Continuing                Africa                          West Africa Region               America
                                                                              Operations                Region                                                            Region
                                                                                                                                                                            Peru
                                                                                                         South                                 Ghana                       Cerro
                                                                                                          Deep                Total           Tarkwa         Damang       Corona
Operating Results
Ore milled/treated (000 tonnes)                           March 2013                9,535                  520                5,978            5,018            960        1,624
                                                       December 2012               11,011                  538                7,023            5,853          1,170        1,600

Yield (ounces per tonne)                                  March 2013                0.052                0.121                0.036            0.034          0.045        0.047
                                                       December 2012                0.051                0.117                0.033            0.032          0.038        0.061

Gold produced (000 ounces)                                March 2013                499.0                 63.0                213.4            170.1           43.3         76.9
                                                       December 2012                558.9                 62.7                231.8            187.8           44.0         97.9

Gold sold (000 ounces)                                    March 2013                495.4                 63.0                213.4            170.1           43.3         73.3
                                                       December 2012                563.0                 62.7                231.8            187.8           44.0        102.0

Gold price received                                       March 2013                1,625                1,646                1,630            1,630          1,634        1,582
(dollars per ounce)                                    December 2012                1,686                1,727                1,712            1,712          1,713        1,551

Total cash cost (dollars per ounce)                       March 2013                  819                1,189                  810              805            830          560
                                                       December 2012                  798                1,196                  787              721          1,070          479

Notional cash expenditure                                 March 2013                1,271                2,195                1,237            1,217          1,317          728
(dollars per ounce)                                    December 2012                1,324                2,414                1,200            1,118          1,550          798

Operating costs (dollars per tonne)                       March 2013                   42                  147                   28               25             44           26
                                                       December 2012                   40                  141                   25               22             41           30

Financial Results ($ million)
Revenue                                                   March 2013                805.2                103.7                348.0            277.2           70.8        115.9
                                                       December 2012                954.3                107.9                398.7            323.1           75.7        159.7

Net operating costs                                       March 2013               (401.2)               (76.4)              (168.7)          (134.5)         (34.2)       (37.5)
                                                       December 2012               (451.3)               (76.0)              (182.4)          (133.1)         (49.3)       (45.3)
 
 - Operating costs                                        March 2013               (401.9)               (76.4)              (164.9)          (123.1)         (41.8)       (42.3)
                                                       December 2012               (438.4)               (76.0)              (178.1)          (129.9)         (48.2)       (48.0)

 - Gold inventory change                                  March 2013                  0.8                    -                 (3.8)           (11.4)           7.6          4.8
                                                       December 2012                (12.9)                   -                 (4.3)            (3.2)          (1.1)         2.7

Operating profit                                          March 2013                404.0                 27.3                179.3            142.7           36.6         78.5
                                                       December 2012                503.0                 31.9                216.3            190.0           26.3        114.4

Amortisation of mining assets                             March 2013               (135.2)               (21.8)               (38.2)           (29.8)          (8.4)       (11.8)
                                                       December 2012               (141.0)               (21.1)               (38.9)           (34.9)          (4.0)       (14.0)

Net operating profit                                      March 2013                269.0                  5.6                141.0            112.9           28.2         66.7
                                                       December 2012                361.9                 10.9                177.4            155.0           22.4        100.4

Other expenses                                            March 2013                (14.6)                (2.4)                (6.7)            (4.4)          (2.4)        (3.2)
                                                       December 2012                (19.8)                (1.7)                (3.8)            (2.9)          (0.9)        (7.5)

Profit before royalties and                               March 2013                254.3                  3.2                134.3            108.5           25.8         63.5
taxation                                               December 2012                342.1                  9.2                173.6            152.1           21.5         93.0

Royalties, mining and income                              March 2013               (106.2)                (0.8)               (57.6)           (46.2)         (11.4)       (27.3)
taxation                                               December 2012               (102.5)                 4.4                (76.9)           (64.4)         (12.6)       (30.7)
 
 - Normal taxation                                        March 2013                (56.4)                   -                (34.1)           (28.1)          (6.0)       (22.3)
                                                       December 2012               (139.4)                   -                (51.3)           (45.6)          (5.8)       (34.5)

 - Royalties                                              March 2013                (27.8)                (0.5)               (17.4)           (13.9)          (3.5)        (4.1)
                                                       December 2012                (32.5)                (0.6)               (19.9)           (16.1)          (3.8)        (4.8)

 - Deferred taxation                                      March 2013                (21.9)                (0.3)                (6.2)            (4.3)          (1.9)        (0.9)
                                                       December 2012                 69.4                  5.0                 (5.7)            (2.7)          (3.0)         8.5

Profit before non-recurring items                         March 2013                148.2                  2.4                 76.7             62.3           14.4         36.1
                                                       December 2012                239.6                 13.6                 96.7             87.7            8.9         62.2
 
Non-recurring items                                       March 2013                 (6.4)                (3.7)                (1.5)            (1.7)           0.2         (0.6)
                                                       December 2012               (119.9)               (26.8)                (5.2)            (6.3)           1.1         (0.6)

Net profit                                                March 2013                141.7                 (1.3)                75.2             60.6           14.6         35.5
                                                       December 2012                119.7                (13.2)                91.4             81.4           10.1         61.6

Net profit excluding gains and losses on                  March 2013                147.4                  1.2                 77.0             62.2           14.8         36.1
foreign exchange, financial instruments                December 2012                170.2                  6.2                 65.0             58.9            6.0         58.9
and non-recurring items
Capital expenditure                                       March 2013               (232.2)               (61.9)               (99.2)           (84.0)         (15.2)       (13.7)
                                                       December 2012               (304.6)               (75.2)              (101.7)           (81.8)         (19.9)       (31.2)

Average exchange rates were US$1 = R8.89 and US$1 = R8.67 for the March 2013 and December 2012 quarters respectively.
The Australian dollar exchange rates were A$1 = R9.22 and A$1 = R9.00 for the March 2013 and December 2012 quarters respectively.

    Operating and financial results
    UNITED STATES DOLLARS                                                                            Australasia Region#                                        AUSTRALIAN DOLLARS


                                                                                                           Australia                                             Australasia Region #

                                                                                               Total           St Ives               Agnew                   Total           St Ives           Agnew
    Operating Results
    Ore milled/treated                                           March 2013                    1,413             1,233                 180                  1,413              1,233                  180
    (000 tonnes)                                              December 2012                    1,850             1,651                 199                  1,850              1,651                  199

    Yield (ounces per tonne)                                     March 2013                    0.103             0.083               0.243                  0.103              0.083                0.243
                                                              December 2012                    0.090             0.068               0.276                  0.090              0.068                0.276

    Gold produced (000 ounces)                                   March 2013                    145.7             102.0                43.7                  145.7              102.0                 43.7
                                                              December 2012                    166.5             111.6                54.9                  166.5              111.6                 54.9

    Gold sold (000 ounces)                                       March 2013                    145.7             102.0                43.7                  145.7              102.0                 43.7
                                                              December 2012                    166.5             111.6                54.9                  166.5              111.6                 54.9

    Gold price received                                          March 2013                    1,631             1,631               1,630                  1,572              1,573                1,571
    (dollars per ounce)                                       December 2012                    1,717             1,728               1,693                  1,654              1,665                1,631

    Total cash cost                                              March 2013                      802               844                 705                    773                814                  680
    (dollars per ounce)                                       December 2012                      859               929                 717                    827                894                  691

    Notional cash expenditure                                    March 2013                    1,206             1,305                 975                  1,163              1,258                  940
    (dollars per ounce)                                       December 2012                    1,395             1,633                 911                  1,344              1,573                  878

    Operating costs                                              March 2013                       84                69                 182                     81                 67                  175
    (dollars per tonne)                                       December 2012                       74                61                 181                     71                 58                  175

    Financial Results ($ million)
    Revenue                                                      March 2013                    237.6             166.4                71.2                  229.1              160.5                 68.7
                                                              December 2012                    288.0             193.5                94.5                  276.8              185.8                 91.0

    Net operating costs                                          March 2013                   (118.6)            (87.8)              (30.7)                (114.3)             (84.7)               (29.6)
                                                              December 2012                   (147.8)           (106.3)              (41.5)                (142.2)            (102.2)               (40.0)
 
     - Operating costs                                           March 2013                   (118.3)            (85.6)              (32.7)                (114.1)             (82.6)               (31.5)
                                                              December 2012                   (136.4)           (100.4)              (36.0)                (131.2)             (96.6)               (34.6)

     - Gold inventory change                                     March 2013                     (0.2)             (2.2)                1.9                   (0.2)              (2.1)                 1.9
                                                              December 2012                    (11.4)             (5.8)               (5.5)                 (11.0)              (5.6)                (5.4)

    Operating profit                                             March 2013                    119.1              78.6                40.6                  114.8               75.8                 39.0
                                                              December 2012                    140.2              87.2                53.0                  134.6               83.6                 51.0

    Amortisation of mining assets                                March 2013                    (63.4)                                                       (61.1)
                                                              December 2012                    (67.0)                                                       (64.5)

    Net operating profit                                         March 2013                     55.7                                                         53.7
                                                              December 2012                     73.2                                                         70.1

    Other expenses                                               March 2013                     (2.3)                                                        (2.2)
                                                              December 2012                     (6.9)                                                        (6.6)

    Profit before royalties and                                  March 2013                     53.4                                                         51.4
    taxation                                                  December 2012                     66.3                                                         63.5

    Royalties, mining and income taxation                        March 2013                    (20.3)                                                       (19.6)
                                                              December 2012                      0.7                                                          0.7

     - Normal taxation                                           March 2013                        -                                                            -
                                                              December 2012                    (53.6)                                                       (51.8)

     - Royalties                                                 March 2013                     (5.7)                                                        (5.5)
                                                              December 2012                     (7.3)                                                        (7.0)

     - Deferred taxation                                         March 2013                    (14.6)                                                       (14.1)
                                                              December 2012                     61.6                                                         59.5

    Profit before                                                March 2013                     33.0                                                         31.8
    non-recurring items                                       December 2012                     67.0                                                         64.2

    Non-recurring items                                          March 2013                     (0.7)                                                        (0.6)
                                                              December 2012                    (87.3)                                                       (84.3)

    Net profit                                                   March 2013                     32.4                                                         31.2
                                                              December 2012                    (20.2)                                                       (20.1)

    Net profit excluding gains and losses on                     March 2013                     33.0                                                         31.9
    foreign exchange, financial instruments                   December 2012                     39.9                                                         38.4
    and non-recurring items
    Capital expenditure                                          March 2013                    (57.4)             (47.5)               (9.9)                (55.4)              (45.8)              (9.6)
                                                              December 2012                    (96.5)             (82.7)              (13.8)                (92.7)              (79.4)             (13.3)

#
    As a significant portion of the acquisition price was allocated to tenements of St Ives and Agnew on endowment ounces and also as these two Australian operations are entitled to transfer and
    then off-set tax losses from one company to another, it is not meaningful to split the income statement below operating profit.
    Figures may not add as they are rounded independently.

 Capital expenditure
 Figures are in South African rand millions unless otherwise stated

                                                     Total            South                                                       South
                                                   Continuing         Africa                West Africa Region                  America                Australasia Region                
                                                   Operations         Region                                                     Region
                                                                                                                                   Peru                        Australia                  Corporate
                                                                      South                           Ghana                       Cerro
                                                                         Deep            Total       Tarkwa       Damang         Corona           Total       St Ives         Agnew
 Sustaining                       March 2013          (1,461.8)             -           (881.9)      (746.5)      (135.4)        (121.5)         (458.1)       (378.1)        (80.0)          (0.3)
 capital                       December 2012          (1,908.9)             -           (913.8)      (697.9)      (215.9)        (265.7)         (716.7)       (618.4)        (98.3)         (12.7)

 Project capital#                 March 2013            (641.2)        (550.5)               -            -            -              -               -             -             -          (90.7)
                               December 2012            (791.8)        (654.3)               -            -            -              -               -             -             -         (137.5)

 Brownfields                      March 2013             (52.6)             -                -            -            -              -           (52.6)        (44.3)         (8.3)             -
 exploration                   December 2012             (76.9)             -             40.6            -         40.6              -          (117.5)        (94.7)        (22.8)             -

 Total capital                    March 2013          (2,155.6)        (550.5)          (881.9)      (746.5)      (135.4)        (121.5)         (510.7)       (422.4)        (88.3)         (91.0)
 expenditure                   December 2012          (2,777.6)        (654.3)          (873.2)      (697.9)      (175.3)        (265.7)         (834.2)       (713.1)       (121.1)        (150.2)

# Project capital expenditure under Corporate in the March quarter included R47 million (US$5 million) at the Arctic Platinum project (APP), R18 million (US$2 million) at Chucapaca being our 51 per
cent share in this project and R26 million (US$3 million) at Salares Norte and general corporate capital expenditure. This compared with expenditure during the December quarter of R62 million
(US$7 million) at APP, R50 million (US$6 million) at Chucapaca, being our 51 per cent share in this project and R15 million (US$2 million) at the Damang super-pit project, together with general
corporate capital expenditure. The table above only includes Gold Fields' 51 per cent share of capital expenditure in Chucapaca, resulting in total capital expenditure of R2,156 million (US$243
million) for the March quarter compared with R2,173 million (US$244 million) as reported in the Statement of cash flows.

Notional cash expenditure##

Figures are in South African rand millions unless otherwise stated

                                                        Total Group           South                                                     South
                                                        Continuing           Africa                West Africa Region                 America                Australasia Region             
                                                        Operations           Region                                                    Region
                                                                                                        Ghana                            Peru                           Australia            Corporate
                                                                              South                                                     Cerro
                                                                               Deep           Total       Tarkwa      Damang            Corona           Total      St Ives       Agnew
 Operating costs                      March 2013          (3,572.8)          (678.8)       (1,466.2)    (1,094.3)     (371.9)          (376.0)        (1,051.8)      (761.3)     (290.5)            -
  R'm                             December 2012          (3,787.7)          (658.0)       (1,537.2)    (1,122.2)     (415.0)          (412.1)        (1,180.4)      (867.8)     (312.6)            -

 Capital                              March 2013          (2,155.6)          (550.5)         (881.9)      (746.5)     (135.4)          (121.5)          (510.7)      (422.4)      (88.3)        (91.0)
 expenditure                       December 2012          (2,777.6)          (654.3)         (873.2)      (697.9)     (175.3)          (265.7)          (834.2)      (713.1)     (121.1)       (150.2)
  R'm
 Notional cash                        March 2013           369,050          627,514         353,683      347,912      376,335         208,072          344,694      372,936     278,734             -
 Expenditure                       December 2012           377,663          672,974         334,545      311,714      432,138         222,448          388,769      455,066     253,923             -
  R/kg
 Notional cash                        March 2013             1,291            2,195           1,237        1,217        1,317             728            1,206        1,305         975             -
 expenditure                       December 2012             1,355            2,414           1,200        1,118        1,550             798            1,395        1,633         911             -
  US$/oz

## Notional cash expenditure (NCE) per kilogram (ounce) = operating costs plus capital expenditure, excluding minority interest in projects, divided by gold produced.

Underground and surface                                                                                                                                                          
South African rand and metric units                                                                                                                                                          
                                                      
                                                                        Total Mine                South                                                       South
                                                                        Continuing               Africa                West Africa Region                   America                Australasia Region             
                                                                        Operations               Region                                                      Region
                                                                                                                                                               Peru                       Australia
                                                                                                  South                       Ghana                           Cerro
                                                                                                   Deep   Total              Tarkwa   Damang                 Corona   Total           St Ives   Agnew
Ore milled/treated (000 tonnes)                                                                                                                                                          
- underground                       March 2013                              1,154                   489       -                   -        -                      -     665               499     166   
                                 December 2012                              1,243                   538       -                   -        -                      -     705               539     166   
- surface                           March 2013                              8,381                    31   5,978               5,018      960                  1,624     748               734      14   
                                 December 2012                              9,768                     -   7,023               5,853    1,170                  1,600   1,145             1,112      33   
- total                             March 2013                              9,535                   520   5,978               5,018      960                  1,624   1,413             1,233     180   
                                 December 2012                             11,011                   538   7,023               5,853    1,170                  1,600   1,850             1,651     199   
Yield (grams per tonne)                                                                                                                                                                                 
- underground                       March 2013                                4.8                   4.8       -                   -        -                      -     5.5               4.6     8.1   
                                 December 2012                                4.9                   5.0       -                   -        -                      -     5.8               4.5    10.0   
- surface                           March 2013                                1.2                   0.5     1.1                 1.1      1.4                    1.5     1.2               1.2     0.9   
                                 December 2012                                1.2                     -     1.0                 1.0      1.2                    1.9     0.9               0.9     1.5   
- combined                          March 2013                                1.6                   3.8     1.1                 1.1      1.4                    1.5     3.2               2.6     7.6   
                                 December 2012                                1.6                   3.6     1.0                 1.0      1.2                    1.9     2.8               2.1     8.6   
Gold produced (kilograms)                                                                                                                                                                               
- underground                       March 2013                              5,577                 1,944       -                   -        -                      -   3,633             2,286   1,347   
                                 December 2012                              6,057                 1,950       -                   -        -                      -   4,107             2,450   1,657   
- surface                           March 2013                              9,945                    15   6,639               5,291    1,348                  2,391     900               888      12   
                                 December 2012                             11,327                     -   7,205               5,839    1,366                  3,047   1,075             1,024      51   
- total                             March 2013                             15,522                 1,959   6,639               5,291    1,348                  2,391   4,533             3,174   1,359   
                                 December 2012                             17,384                 1,950   7,205               5,839    1,366                  3,047   5,182             3,474   1,708   
Operating costs (Rand per tonne)                                                                                                                                                          
- underground                       March 2013                              1,297                 1,382       -                   -        -                      -   1,234             1,070   1,728   
                                 December 2012                              1,222                 1,223       -                   -        -                      -   1,221             1,037   1,819   
- surface                           March 2013                                248                    90     245                 218      387                    232     309               310     257   
                                 December 2012                                232                     -     219                 192      355                    258     279               278     324   
- total                             March 2013                                375                 1,305     245                 218      387                    232     744               617   1,614   
                                 December 2012                                344                 1,223     219                 192      355                    258     638               526   1,571   

# March quarter includes 84,000 tonnes (December quarter included 147,000 tonnes) of waste processed from underground. In order to show the yield based on ore mined, the calculation of the
underground yield at South Deep only, excludes the underground waste.

Administration and corporate information

Corporate Secretary
Karen Robinson
Tel: +27 11 562 9702
Fax: +27 11 562 9829
e-mail: karen.robinson2@goldfields.co.za

Registered Office
Johannesburg
Gold Fields Limited
150 Helen Road
Sandown
Sandton
2196

Postnet Suite 252
Private Bag X30500
Houghton
2041
Tel: +27 11 562 9700
Fax: +27 11 562 9829

Office of the United Kingdom Secretaries
London
St James's Corporate Services Limited
6 St James's Place
London SW1A 1NP
United Kingdom
Tel: +44 20 7499 3916
Fax: +44 20 7491 1989

American Depository Receipts Transfer
Agent
Bank of New York Mellon
BNY Mellon Shareowner Services
P O Box 358516
Pittsburgh, PA15252-8516
US toll-free telephone: +1 888 269 2377
Tel: +1 201 680 6825
e-mail: shrrelations@bnymellon.com

Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
Issuer code: GOGOF
ISIN  ZAE 000018123

Investor Enquiries
Willie Jacobsz
Tel: +27 11 562 9775
Mobile: +27 82 971 9238
e-mail: willie.jacobsz@goldfields.co.za

Remmy Kawala
Tel: +27 11 562 9844
Mobile: +27 82 312 8692
e-mail: remmy.kawala@goldfields.co.za

Media Enquiries
Sven Lunsche
Tel: +27 11 562 9763
Mobile: +27 83 260 9279
e-mail: sven.lunsche@goldfields.co.za

Transfer Secretaries
South Africa
Computershare Investor Services (Proprietary) Limited 
Ground Floor
70 Marshall Street
Johannesburg
2001
P O Box 61051
Marshalltown
2107
Tel: +27 11 370 5000
Fax: +27 11 688 5248

United Kingdom
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
England
Tel: 0871 664 0300 [calls cost 10p a minute plus
     network extras, lines are open 8.30am  5pm
     Mon-Fri] or [from overseas]
    +44 20 8639 3399
Fax:+44 20 8658 3430
e-mail:ssd@capitaregistrars.com

Forward looking statements
Certain statements in this document constitute
"forward looking statements" within the meaning of
Section 27A of the US Securities Act of 1933 and
Section 21E of the US Securities Exchange Act of
1934.

Such forward looking statements involve known and
unknown risks, uncertainties and other important
factors that could cause the actual results,
performance or achievements of the company to be
materially different from the future results,
performance or achievements expressed or implied
by such forward looking statements. Such risks,
uncertainties and other important factors include
among others: economic, business and political
conditions in South Africa, Ghana, Australia, Peru
and elsewhere; the ability to achieve anticipated
efficiencies and other cost savings in connection
with past and future acquisitions, exploration and
development activities; decreases in the market
price of gold and/or copper; hazards associated
with underground and surface gold mining; labour
disruptions; availability, terms and deployment of
capital or credit; changes in government
regulations, particularly environmental regulations
and new legislation affecting mining and mineral
rights; changes in exchange rates, currency
devaluations, inflation and other macro-economic
factors; industrial action; temporary stoppages of
mines for safety and unplanned maintenance
reasons; and the impact of the AIDS crisis in South
Africa. These forward looking statements speak
only as of the date of this document.

The company undertakes no obligation to update
publicly or release any revisions to these forward
looking statements to reflect events or
circumstances after the date of this document or to
reflect the occurrence of unanticipated events.

Website
www.goldfields.co.za

Listings 
JSE / NYSE / NASDAQ Dubai: GFI 
NYX: GFLB 
SWX: GOLI 
 

Directors
CA Carolus (Chair) ^ K Ansah # A R Hill +^ R L Pennant-Rea *^ G M Wilson ^ N J Holland *++ (Chief Executive Officer) R P Menell °
D L Lazaro ~^ D N Murray ^ R Daņino **^ P A Schmidt ++ (Chief Financial Officer) D M J Ncube ^

* British # Ghanaian + Canadian ~^Filipino ** Peruvian
^ Independent Director ++ Non-independent Director
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