<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 (NON-UNION)
-----------------------------------
(Title of Plans)
NEWMONT MINING CORPORATION
--------------------------
(Issuer of Securities)
1700 Lincoln Street, Denver, Colorado 80203
--------------------------------------------
(Principal Executive Office)
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION)
Financial Statements And Supplemental Schedule
As Of December 31, 1999 and 1998
Together With Report Of Independent Public Accountants
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION)
-------------------------------------------
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 4-10
-------------------------------------------------------
SCHEDULE SUPPORTING FINANCIAL STATEMENTS:
----------------------------------------
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1999 11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administration Committee of the
Newmont Retirement Savings Plan (Non-Union):
We have audited the accompanying statements of net assets available for benefits
of the NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION) (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 (NON-UNION)
-------------------------------------------
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 $ 140,588,990 $ 119,643,943
Employer stock fund 15,024,518 7,153,778
Participant loans 7,864,231 7,713,683
----------- -----------
Total investments 163,477,739 134,511,404
----------- -----------
RECEIVABLES:
Participant contributions 15,482 15,029
Employer contributions 3,376 -
----------- -----------
Total receivables 18,858 15,029
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 163,496,597 $ 134,526,433
=========== ===========
The accompanying notes are an integral part of these statements.
-2-
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION)
-------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
ADDITIONS:
Investment income-
Interest, dividends and other income $ 6,138,435
Net appreciation in fair value of investments
(Notes 1 and 2) 19,016,319
-----------
Total investment income 25,154,754
-----------
Contributions-
Employer 6,854,703
Participant 10,218,128
Rollover 1,277,633
-----------
Total contributions 18,350,464
-----------
Total additions 43,505,218
-----------
DEDUCTIONS:
Payment of benefits 14,519,335
Administrative expenses and other 15,719
-----------
Total deductions 14,535,054
-----------
Net increase 28,970,164
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 134,526,433
-----------
End of year $ 163,496,597
===========
The accompanying notes are an integral part of this statement.
-3-
<PAGE>
NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION)
-------------------------------------------
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 (Non-Union)
(the "Plan") (formerly known as Newmont Gold Company 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 July 1, 1973 by Newmont Mining Corporation (the
"Company") for the benefit of all eligible employees which excludes collectively
bargained employees, non-U.S. citizens and leased employees. Effective January
1, 1998, the Plan was amended and restated. The Plan is a 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.
Plan Amendment
--------------
Effective April 1, 1999, the definition of compensation was amended to include
overtime.
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 performing an
hour of service. Part-time employees are eligible to participate in the Plan
after a year of eligibility service and 1,000 hours of service, as defined by
the Plan document. Participants may elect to contribute to the Plan, on a pre-
tax or after-tax basis or combination thereof, 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 by the Company, not to exceed 6% of
their compensation. Total matching contributions are limited to $12,000 annually
per participant. Hourly participants also receive a retirement contribution from
the Company of 2% of compensation, as defined. Effective January 1, 1999 the
Company match was made in Company common stock. Annual additions under the Plan
and all other plans sponsored by the Company are
-4-
<PAGE>
limited to the lesser of 25% of eligible compensation or $30,000. Annual
additions are defined as the participant's contributions and the Company's
matching and retirement contributions.
Vesting
-------
Participants are fully vested in their contributions, and are vested in Company
matching contributions as follows:
. 20% for each year of service completed and 100% after four years of
service, for participants who were eligible employees on or after
January 1, 1998
. 100% of such contributions as of May 5, 1997 and 100% for all subsequent
contributions, for employees who were participants under the Santa Fe
Plan on May 5, 1997
Participants are vested in retirement contributions from the Company as follows:
. 100% after five years of service, for participants whose employment
commencement date was on or after January 1, 1998
. 20% for each year of service completed and fully after four years of
service, for participants whose employment commencement date was on or
prior to December 31, 1997
Additionally, participants may become fully vested in Company contributions upon
death, disability or retirement.
Forfeited non-vested account balances are applied to future Company matching
contributions. During 1999, no forfeitures were used to reduce Company matching
contributions. At December 31, 1999 and 1998, forfeited non-vested accounts
totaled $357,382 and $124,693, 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. In-service and hardship withdrawals are allowed if certain criteria are
met.
Investments
-----------
Participants may invest their contributions and their corresponding Company
matching contributions in the following investment funds:
-5-
<PAGE>
. 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.
. 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 in stock 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.
-6-
<PAGE>
. 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.
. Vanguard Windsor II Fund - 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 of Market Number of Market
Shares Value Shares Value
---------- --------- ----------- -----------
<S> <C> <C> <C> <C>
AIM Constellation Fund, Class A 404,082 $ 16,369,343 417,578 $ 12,744,491
Vanguard 500 Index Fund 382,514 51,765,585 394,875 44,996,036
Vanguard LifeStrategy Moderate
Growth Fund 785,566 14,281,589 766,681 12,926,239
Vanguard Prime Money Market Fund 32,094,974 32,094,974 29,779,994 29,779,994
Newmont Stock Fund 613,246 15,024,518 396,057 7,153,778
</TABLE>
During 1999, the Plan's 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 $ 15,131,165
Employer stock fund 3,885,154
-----------
$ 19,016,319
===========
-7-
<PAGE>
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.
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 were 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 $411,000 and $856,000 at December 31, 1999 and 1998,
respectively.
-8-
<PAGE>
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 contributions for participants
subject to such full termination, partial termination or partial discontinuance
will become fully vested and nonforfeitable.
4. TAX STATUS:
-----------
A favorable determination letter dated December 4, 1996, has been received from
the IRS 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 registered investment companies/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 risk associated with certain investments, it is reasonably
possible that changes in the value of investments will occur in the near term
and that such changes could materially affect participants' account balances and
the amounts reported in the Statements 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
the 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.
-9-
<PAGE>
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.
-10-
<PAGE>
SCHEDULE I
NEWMONT RETIREMENT SAVINGS PLAN (NON-UNION)
-------------------------------------------
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
Trust Company: Registered Investment Companies/Mutual Funds:
AIM Constellation Fund, Class A 404,082 $ 16,369,343
Templeton Developing Markets Trust - Class I 50,564 789,305
*Vanguard 500 Index Fund 382,514 51,765,585
*Vanguard Extended Market Index Fund 22,320 827,420
*Vanguard International Growth Fund 350,545 7,883,758
*Vanguard LifeStrategy Conservative Growth Fund 314,303 4,745,974
*Vanguard LifeStrategy Growth Fund 193,985 4,153,212
*Vanguard LifeStrategy Income Fund 150,257 1,926,294
*Vanguard LifeStrategy Moderate Growth Fund 785,566 14,281,589
*Vanguard Prime Money Market Fund 32,094,974 32,094,974
*Vanguard Total Bond Market Index Fund 320,780 3,066,662
*Vanguard U.S. Growth Fund 44,034 1,916,792
*Vanguard Wellington Fund 11,883 332,253
*Vanguard Windsor II Fund 17,454 435,829
-----------
140,588,990
Employer Stock Fund:
*Newmont Stock 613,246 15,024,518
Participant Loans (a)
Interest rates ranging from 7.00% - 10.00% 7,864,231 7,864,231
-----------
Total $ 163,477,739
===========
</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.
-11-
<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 (NON-UNION)
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
----------- -------
23 Consent of Arthur Andersen LLP
