<PAGE>
FORM 11-K
[x] ANNUAL REPORTS
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from ____________ to _____________
Commission file number 1-1153
NEWMONT MINING CORPORATION
RETIREMENT SAVINGS PLAN FOR HOURLY-RATED EMPLOYEES
--------------------------------------------------
(Title of Plans)
NEWMONT MINING CORPORATION
--------------------------
(Issuer of Securities)
1700 Lincoln Street, Denver, Colorado 80203
--------------------------------------------
(Principal Executive Office)
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN
FOR HOURLY-RATED EMPLOYEES
Financial Statements And Supplemental Schedule
As Of December 31, 1999 and 1998
Together With Report Of Independent Public Accountants
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN
-------------------------------
FOR HOURLY-RATED EMPLOYEES
--------------------------
INDEX TO FINANCIAL STATEMENTS AND
---------------------------------
SUPPLEMENTAL SCHEDULE
---------------------
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
----------------------------------------
FINANCIAL STATEMENTS:
---------------------
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999 3
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE 4-9
-------------------------------------------------------
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
-----------------------------------------
Schedule I--Schedule of Assets Held for
Investment Purposes as of December 31, 1999 10
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administration Committee of the
Newmont Retirement Savings Plan for Hourly-Rated Employees:
We have audited the accompanying statements of net assets available for benefits
of the NEWMONT RETIREMENT SAVINGS PLAN FOR HOURLY-RATED EMPLOYEES (the "Plan")
as of December 31, 1999 and 1998, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Denver, Colorado, /s/ ARTHUR ANDERSEN LLP
June 26, 2000.
-1-
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN
-------------------------------
FOR HOURLY-RATED EMPLOYEES
--------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------
1999 1998
----------- -----------
INVESTMENTS, at fair value (Notes 1 and 2):
Registered investment companies/mutual funds $32,817,951 $28,196,821
Employer stock fund 2,721,545 1,195,698
Participant loans 3,849,704 3,537,400
----------- -----------
Total investments 39,389,200 32,929,919
----------- -----------
RECEIVABLES:
Participant contributions 131,166 129,815
Employer contributions 177,243 62,072
----------- -----------
Total receivables 308,409 191,887
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $39,697,609 $33,121,806
=========== ===========
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN
-------------------------------
FOR HOURLY-RATED EMPLOYEES
--------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
<TABLE>
<S> <C>
ADDITIONS:
Investment income-
Interest and dividends $ 1,637,114
Net appreciation in the fair value of investments (Notes 1 and 2) 4,734,917
-----------
Total investment income 6,372,031
-----------
Contributions-
Employer 1,538,772
Participant 3,423,429
Rollover 70,926
-----------
Total contributions 5,033,127
-----------
Total additions 11,405,158
-----------
DEDUCTIONS:
Payment of benefits 4,824,419
Administrative expenses and other 4,936
-----------
Total deductions 4,829,355
-----------
Net increase 6,575,803
-----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 33,121,806
-----------
End of year $39,697,609
===========
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN
-------------------------------
FOR HOURLY-RATED EMPLOYEES
--------------------------
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
-------------------------------------------------------
DECEMBER 31, 1999 AND 1998
--------------------------
1. DESCRIPTION OF PLAN:
--------------------
The following description of the Newmont Retirement Savings Plan for Hourly-
Rated Employees (the "Plan") (formerly known as Newmont Gold Company Hourly
Retirement Savings Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
General
-------
The Plan was established on October 1, 1991 by Newmont Mining Corporation (the
"Company") for the benefit of all eligible employees. Effective January 1, 1998,
the Plan was amended and restated. The Plan is a collectively bargained, defined
contribution plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). Benefits under the Plan are not subject to
guarantee by the Pension Benefit Guaranty Corporation.
Trust
-----
Trustee, record keeping and investment management services are performed by the
Vanguard Group, Inc. ("Vanguard" or "Trustee").
An Investment Committee of not less than three nor more than five members is
appointed by the Company's Board of Directors. The Investment Committee
evaluates the performance of the Trustee, may retain independent advisors and
consultants, and selects the investment fund options offered under the Plan.
Eligibility and Contributions
-----------------------------
Full time employees are eligible to participate in the Plan after 45 days of
work. Part time employees are eligible to participate in the Plan after one year
of eligibility service, as defined by the Plan document. Participants may elect
to contribute to the Plan up to 15% of their Plan eligible compensation, to a
maximum of $10,000 on a pre-tax basis for the 1999 Plan year. Participants'
contributions are matched 100% by the Company, not to exceed 5% of all regular
compensation. Effective January 1, 1999, the Company match was made in Company
common stock. Total annual additions under the Plan and all other plans
sponsored by the Company are limited to the lesser of 25% of eligible
compensation or $30,000. Annual additions are defined as the participants'
contributions and the Company's matching contributions.
-4-
<PAGE>
Vesting
-------
Participants are fully vested in their contributions. Participants are vested in
Company contributions 20% for each year of service, up to a maximum of 100%
after four years of service. Additionally, participants may become fully vested
in the matching Company contributions upon death, disability, retirement, change
in Company control or termination of the Plan.
Forfeited non-vested account balances are applied to future Company matching
contributions. During 1999, no contributions were reduced as a result of these
forfeitures. At December 31, 1999 and 1998, forfeited non-vested accounts
totaled $251,619 and $196,149, respectively.
Under Plan provisions, the Trustee may accept "rollover contributions" from
participants. Rollover contributions represent distributions to a participant
from another plan, which plan meets the requirements of Section 401(a) of the
Internal Revenue Code (the "Code"). Rollover contributions are fully vested and
are not taken into account, or do not affect in any way, the maximum annual
contribution limitation.
Participant Accounts
--------------------
An individual plan account is maintained for each participant within the Plan.
Each participant's account is credited with the participant's contributions, the
corresponding Company matching and retirement contributions, and an allocation
of plan earnings calculated daily based on participant account balances.
Payment of Benefits
-------------------
Upon retirement, death, disability, or termination of service, a participant may
elect to receive a lump sum distribution equal to his or her vested account
balance. Hardship withdrawals are also allowed if certain criteria are met.
Investments
-----------
Participants may invest their contributions and their corresponding Company
matching contributions in the following investment funds:
. AIM Constellation Fund, Class A - Seeks capital appreciation. The fund
invests primarily in common stocks, emphasizing small to mid-size
emerging-growth companies.
. Templeton Developing Markets Trust - Class I - Seeks long-term capital
appreciation. The fund normally invests at least 65% of assets in equity
securities of developing markets issuers. It maintains investments in at
least three developing markets.
. Vanguard 500 Index Fund - Seeks to provide long-term growth of capital
and income from dividends by holding all of the 500 stocks that make up
the unmanaged Standard & Poor's 500 Composite Stock Price Index, a
widely recognized benchmark of U.S. stock market performance.
-5-
<PAGE>
. Vanguard Extended Market Index Fund - Seeks to provide long-term growth
of capital by attempting to match the performance of the Wilshire 4500
Equity index, an unmanaged index made up mostly of mid and small-
capitalization companies.
. Vanguard International Growth Fund - Seeks to provide long-term growth
of capital by investing stocks of high-quality, seasoned companies based
outside the United States. Stocks are selected from more than 15
countries.
. Vanguard LifeStrategy Conservative Growth Fund - Seeks to provide a high
level of income and moderate long-term growth of capital and income by
investing in five Vanguard funds: a domestic stock fund, an
international stock fund, two bond funds, and an asset allocation fund.
The fund's asset allocation ranges are expected to be 25% - 50% stocks,
50% - 75% bonds, and 0% - 25% cash investments.
. Vanguard LifeStrategy Growth Fund - Seeks to provide long-term growth of
capital by investing in four other Vanguard funds: a domestic stock
fund, an international stock fund, a bond fund, and an asset allocation
fund. The fund's asset allocation ranges are expected to be 65% - 90%
stocks, 10% - 35% bonds, and 0% - 25% cash investments.
. Vanguard LifeStrategy Income Fund - Seeks to provide a high level of
income by investing in four Vanguard funds: a stock fund, two bond
funds, and an asset allocation fund. The fund's asset allocation ranges
are expected to be 5% - 30% stocks, 70% - 95% bonds, and 0% - 25% cash
investments.
. Vanguard LifeStrategy Moderate Growth Fund - Seeks to provide a
reasonable level of income and long-term growth of capital and income by
investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund. The
fund's asset allocation ranges are expected to be 45% -70% stocks, 30% -
55% bonds, and 0% - 25% cash investments.
. Vanguard Prime Money Market Fund - Seeks to provide high income and a
stable share price of $1 by investing in short-term, high-quality money
market instruments issued by financial institutions, nonfinancial
corporations, the U.S. government, and federal agencies.
. Vanguard Total Bond Market Index Fund - Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized
measure of the entire taxable U.S. bond market.
. Vanguard U.S. Growth Fund - Seeks to provide long-term growth of capital
by investing in large, high-quality, seasoned U.S. companies with
records of exceptional growth and above-average prospects for future
growth.
. Vanguard Wellington Fund - Seeks to provide income and long-term growth
of capital without undue risk to capital by investing about 65% of its
assets in stocks and the remaining 35% in bonds.
-6-
<PAGE>
. Vanguard Windsor II Funds - Seeks to provide long-term growth of capital
and income from dividends by investing in a diversified group of out-of-
favor stocks of large-capitalization companies. The stocks generally
sell at prices below the overall market average compared to their
dividend income and future return potential.
. Newmont Stock Fund - Invests in the common stock of the Newmont Mining
Corporation. Seeks to provide the potential for long-term growth through
increases in the value of the stock and reinvestment of its dividends.
The fair market value of individual investment funds representing 5% or more of
the Plan's net assets as of December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
--------------------------- --------------------------
Number Number
of Market of Market
Shares Value Shares Value
----------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
AIM Constellation Fund, Class A 143,172 $ 5,799,909 144,888 $ 4,421,974
Vanguard 500 Index Fund 86,498 11,705,760 88,970 10,138,146
Vanguard LifeStrategy Moderate Growth Fund 199,770 3,631,810 203,360 3,428,657
Vanguard Prime Money Market Fund 5,456,342 5,456,342 4,881,300 4,881,300
Newmont Stock Fund 111,083 2,721,545 * *
</TABLE>
*Did not exceed 5% as of the respective date
During 1999, the Plan investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value as
follows:
Registered investment companies/mutual funds $3,991,858
Employer stock fund 743,059
----------
$4,734,917
==========
Loans
-----
Loans may be made to participants from their individual plan account, with a
minimum loan amount of $1,000 and a maximum amount equal to the lesser of (a)
50% of such participant's vested balance or (b) $50,000. The interest rate on
such loans is determined by the Trustee and is based on the prime lending rate
at the date of the loan, plus 1%, and is fixed over the term of the loan. The
term/repayment period may be up to five years, or up to 15 years if loan
proceeds are used for the purchase of a principal residence.
-7-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States requires the
Plan's management to use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from these
estimates.
New Accounting Pronouncement
----------------------------
The Accounting Standards Executive Committee issued Statement of Position 99-3,
"Accounting for and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters" ("SOP 99-3") which eliminates the requirement that
a defined contribution plan disclose participant-directed investment programs.
SOP 99-3 was adopted for the 1999 financial statements and, as such, the 1998
financial statements have been reclassified to eliminate the participant-
directed investment program disclosures in order to conform to the current year
presentation.
Valuation of Investments and Income Recognition
-----------------------------------------------
The Plan's investment funds are stated at fair value based on quoted market
prices, which was readily determinable at December 31, 1999 and 1998. Cash
equivalents and participant loans are stated at cost which approximates fair
value.
The increase (decrease) in the fair value of investments held in the Plan are
reflected in the Statement of Changes in Net Assets Available for Benefits as
net appreciation in fair value of investments. Purchases and sales of
investments are recorded on a trade date basis. Interest income is accrued when
earned. Dividend income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income.
Payment of Benefits
-------------------
Benefit payments are recorded when paid.
Benefits for retired and/or terminated employees who had not received their full
payment for their vested benefits, but had requested payment prior to year-end,
were approximately $78,000 and $357,000 at December 31, 1999 and 1998,
respectively.
Administrative Fees
-------------------
The Company pays all administrative expenses of the Plan, except for loan
processing fees on loans initiated subsequent to October 1, 1995.
3. PLAN TERMINATION:
-----------------
Although the Company expects to continue the Plan indefinitely, the Company has
the right under the Plan to discontinue its contributions at any time and to
terminate the Plan ("full termination") subject to the provisions of ERISA. In
the event of (a) full termination, (b) termination with respect to a group or
class of participants ("partial termination") or (c) a partial discontinuance of
contributions, the unvested portion of Company matching contributions for
participants subject to such full termination, partial termination or partial
discontinuance will become fully vested and non-forfeitable.
-8-
<PAGE>
4. TAX STATUS:
-----------
A favorable determination letter dated December 4, 1996, has been received from
the Internal Revenue Service stating that the Trust established under the Plan
is exempt from Federal income taxes. Such exemption results from meeting
requirements of a qualified plan under the Code. While the Plan has been
subsequently amended from time to time, the Plan Administrator and outside legal
counsel believe that such amendments have not affected the Plan's status as a
qualified plan and that the Plan continues to be in compliance with such
requirements.
5. RELATED PARTY TRANSACTIONS:
---------------------------
Plan assets are invested in shares of mutual funds managed by an affiliate of
Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as trustee for only those
investments as defined by the Plan. Transactions in such investments qualify as
party-in-interest transactions that are exempt from prohibited transaction
rules. Certain plan assets are also invested in shares of Newmont Mining
Corporation, the parent of the Plan sponsor.
6. RISKS AND UNCERTAINTIES:
------------------------
The Plan provides for various investment options in registered investment
companies/mutual funds and employer stock. Investments, in general, are exposed
to various risks, such as interest rate, market volatility and credit risks. Due
to the level of risks associated with certain investments, it is reasonably
possible that changes in the values of investments will occur in the near term
and that such changes could materially affect participants' account balances and
the amounts reported in the Statement of Net Assets Available for Benefits.
At December 31, 1999 and 1998, the Plan held no derivative instruments directly.
However, the Plan held such instruments indirectly through their investments in
mutual funds, which under the trust agreements, may invest in such instruments.
These instruments consist mainly of futures contracts and options and are valued
at their quoted daily settlement prices. Credit risk exists with respect to
these instruments. The credit related gains and losses during the year ended
December 31, 1999 were immaterial.
7. POTENTIAL PARTIAL TERMINATION:
------------------------------
As a result of recent workforce reductions, there has been a decrease in the
number of Plan participants. The Company is consulting with its legal counsel
in order to determine whether or not a partial plan termination may have
occurred. If a partial termination has occurred, affected Participants will
become fully vested as discussed in Note 3.
8. SUBSEQUENT EVENT:
----------------
In June 2000, the Company and Battle Mountain Gold Company ("Battle Mountain")
entered into a merger agreement which provides, among other things, that Battle
Mountain will merge with and become a wholly-owned subsidiary of the Company.
The transaction is expected to be complete this Fall, following customary
regulatory approvals and approval by Battle Mountain shareholders. The effect
this will have on the Plan has not yet been determined.
-9-
<PAGE>
SCHEDULE I
NEWMONT RETIREMENT SAVINGS PLAN
-------------------------------
FOR HOURLY-RATED EMPLOYEES
--------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
AS OF DECEMBER 31, 1999
-----------------------
EIN # 13-2526632
----------------
FORM 5500 - SCHEDULE H - ITEM 4i
--------------------------------
<TABLE>
<CAPTION>
Number
of
Shares or
Identity of Issue, Borrower, Principal Current
Lessor or Similar Party Description of Investment Value Value
--------------------------------- --------------------------------------------- ---------------- --------------
<S> <C> <C> <C>
Vanguard Fiduciary Registered Investment Companies/
Trust Company: Mutual Funds:
AIM Constellation Fund, Class A 143,172 $ 5,799,909
Templeton Developing Markets
Trust- Class I 8,504 132,746
*Vanguard 500 Index Fund 86,498 11,705,760
*Vanguard Extended Market Index Fund 5,791 214,682
*Vanguard International Growth Fund 53,704 1,207,805
*Vanguard LifeStrategy Conservative
Growth Fund 103,149 1,557,553
*Vanguard LifeStrategy Growth Fund 79,558 1,703,338
*Vanguard LifeStrategy Income Fund 47,235 605,555
*Vanguard LifeStrategy Moderate
Growth Fund 199,770 3,631,810
*Vanguard Prime Money Market Fund 5,456,342 5,456,342
*Vanguard Total Bond Market Index Fund 38,752 370,474
*Vanguard U.S. Growth Fund 8,821 383,991
*Vanguard Wellington Fund 682 19,081
*Vanguard Windsor II Fund 1,158 28,905
-----------
32,817,951
Employer Stock Fund:
*Newmont Stock 111,083 2,721,545
Participant Loans (a)
Interest rates ranging from 6.99% - 10.00% 3,849,704 3,849,704
-----------
$39,389,200
===========
</TABLE>
* Represents a party-in-interest (Note 5).
(a) Participant loans under the Plan bear interest at prime, as of the date of
borrowing, plus one percent.
The accompanying notes are an integral part of this schedule.
-10-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
NEWMONT MINING CORPORATION
RETIREMENT SAVINGS PLAN FOR HOURLY-RATED EMPLOYEES
By: /s/ Orlando Esquibel
-----------------------
Orlando Esquibel
Administration Committee Member
Dated: June 28,2000 By: /s/ Timothy J. Schmitt
______________ --------------------------
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
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23 Consent of Arthur Andersen LLP
