Form 11-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 

For the fiscal year ended December 31, 2004

 

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 001-31240

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

NEWMONT RETIREMENT SAVINGS PLAN

FOR HOURLY-RATED EMPLOYEES

(Title of Plan)

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

NEWMONT MINING CORPORATION

(Issuer of Securities)

 

1700 Lincoln Street

Denver, Colorado 80203

(Principal Executive Office)

 


 

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Newmont

 

Retirement Savings Plan for Hourly-Rated Employees

 

Financial Statements as of December 31, 2004 and 2003 and for the years ended December 31, 2004 and 2003 and Supplemental Schedule as of December 31, 2004.

 

2


Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of

Newmont Retirement Savings Plan for Hourly-Rated Employees

 

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Newmont Retirement Savings Plan for Hourly-Rated Employees (the “Plan”) at December 31, 2004 and December 31, 2003, and the changes in net assets available for benefits for the years ended December 31, 2004 and December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) 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, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PricewaterhouseCoopers LLP

 

PricewaterhouseCoopers LLP

Denver, Colorado

June 24, 2005

 

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Newmont

 

Retirement Savings Plan for Hourly-Rated Employees

 

Statements of Net Assets Available for Plan Benefits

 

     As of December 31,

     2004

   2003

Assets:

             

Investments, at fair value

   $ 46,257,127    $ 44,203,263

Loans to participants

     3,904,363      3,821,961
    

  

Net assets available for plan benefits

   $ 50,161,490    $ 48,025,224
    

  

 

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

 

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Newmont

 

Retirement Savings Plan for Hourly-Rated Employees

 

Statement of Changes in Net Assets Available for Plan Benefits

 

     As of December 31,

 
     2004

    2003

 

Additions to net assets attributed to

                

Investment income:

                

Dividend income, common stock

   $ 74,837     $ 44,372  

Dividend income, registered investment companies

     608,840       456,262  

Interest income, participant loans

     228,841       271,688  

Net appreciation in the fair value of investments (Notes 2 and 3)

     1,161,067       9,347,678  
    


 


Net investment gain

     2,073,585       10,120,000  
    


 


Contributions

                

Employer, net of forfeitures applied (Note 1)

     1,430,503       1,347,557  

Participants

     3,387,344       3,011,369  

Rollover

     3,229       55,238  
    


 


Total contributions

     4,821,076       4,414,158  
    


 


Transfers (Out)

     (805 )     —    
    


 


Total additions

     6,893,856       14,534,158  
    


 


Deductions from net assets attributed to

                

Payment of benefits

     (4,714,900 )     (4,195,787 )

Administrative and other expenses

     (42,690 )     (9,475 )
    


 


Total deductions

     (4,757,590 )     (4,205,262 )
    


 


Increase in net assets

     2,136,266       10,328,896  

Net assets available for plan benefits at beginning of year

     48,025,224       37,696,328  
    


 


Net assets available for plan benefits at end of year

   $ 50,161,490     $ 48,025,224  
    


 


 

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

 

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1. Description of the 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) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

 

The Plan was established effective October 1, 1991, by Newmont Mining Corporation (the “Company”) to qualify as a defined contribution, profit sharing plan under Section 401(k) of the Internal Revenue Code, for the benefit of eligible employees of the Company. 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, as amended (“ERISA”). Benefits under the plan are not subject to guarantee by the Pension Benefit Guaranty Corporation.

 

Administration

 

Trustee, record keeping and investment management services are performed by The Vanguard Fiduciary Trust Company, a member of the Vanguard Group, Inc. (“Trustee”).

 

The Plan is administered by the Administration Committee (the “Committee”), which consists of not less than three nor more than five members appointed by the Company’s Board of Directors. The Committee evaluates the performance of the Trustee, may retain independent advisors and consultants, and selects the investment fund options offered under the Plan. Further, the Committee is responsible for executing the provisions of the Plan and for managing the Plan’s activities.

 

Eligibility and Contributions

 

Full-time employees are eligible to participate in the Plan after performing 60 calendar days of service. Part-time employees are eligible to participate in the Plan after one year of service in which they complete 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, from 1% to 100% of the Plan eligible compensation to a maximum $13,000 on a pre-tax basis for the 2004 Plan year.

 

The Company’s matching contribution for each eligible active participant is limited to 5% of participant’s eligible compensation. Participant’s contributions are matched by the Company in Company common stock. The number of Company shares contributed is based on the market price at the date of contribution. Total matching contributions are limited to $13,000 per participant for 2004.

 

All employees who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the Plan year are eligible to make catch-up contributions beyond the pre-tax limit to “catch-up” retirement savings. The limit for catch-up contributions in the Plan year 2004 was $3,000.

 

In addition, the maximum contributions and other additions (including all other plans sponsored by the Company) for the plan year of a participant under the Plan may not exceed the lesser of $41,000 or 100% of the eligible compensation paid to the participant by the Company in such plan year. Annual additions are defined as the participant’s contributions, Company’s matching and retirement contributions.

 

The Plan also allows rollover contributions of part or all of an “eligible rollover distribution” received by a participant from a qualified plan of a previous employer.

 

Vesting

 

Participants are fully vested in their contributions, and are vested in employer matching contributions 20% after one year of service, 40% after two years of service, 60% after three years of service and 100% after four years of service. Additionally, participants become fully vested in Company contributions upon death, disability or retirement.

 

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Non-vested balances of employees who terminate are forfeited and shall be used to reduce subsequent Company contributions to the Plan and administrative expenses of the Plan paid by the trustee.

 

Participant Accounts

 

Separate accounts are maintained for each participant and are credited with the participant’s contributions, the Company’s contributions and rollover contributions, if any, including the allocations of earnings and losses to these accounts calculated daily based on participant account balances. Participants direct their investments by electing the percentages of their accounts and contributions to be allocated between investment fund alternatives. Participants may make unlimited changes in their future investment allocations or make transfers of existing balances between investment fund alternatives.

 

Payment of Benefits and Withdrawals

 

At the time of a participant’s retirement, death or disability, the vested balances in all of his or her accounts will be paid in a lump sum. Upon termination of employment for reasons other than retirement, death or disability, participants are entitled to receive a lump sum payment for the value of the nonforfeitable portion of their account. Such lump sum payments may result in adverse tax consequences for the participant. Participants may also choose to leave their account in the Plan or roll it over into an IRA rollover account or another qualified benefit plan. Participants with vested account balances less than $5,000 are required to roll their account balances into an IRA rollover account, another qualified benefit plan, or receive a lump sum distribution. Participants with account balances of $5,000 or more may choose to leave their account balances in the Plan.

 

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 50% of such participant’s vested balance or $50,000. The interest rate on such loans is determined by the Trustee based on commercial lending rates at the date of the loan, and is fixed over the term of the loan. The repayment period may be up to five years for general loans or up to 15 years if loan proceeds are used for the purchase of a principal residence.

 

Plan Termination

 

Although the Company expects to continue the Plan indefinitely, the Company has the right under the Plan document to discontinue its contributions at any time and to terminate the Plan (“full termination”) subject to the provisions of ERISA. In the event of full termination, termination with respect to a group or class of participants (“partial termination”) or 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.

 

2. Significant Accounting Principles

 

Basis of Accounting

 

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America on the accrual basis of accounting. Trades are recorded on the trade date. Interest is accrued when earned and dividends are accrued when declared.

 

Valuation of Investments

 

All of the Plan’s investments are maintained in mutual funds and a Company stock trust which are valued using quoted market prices from the respective securities’ principal active exchange. The net appreciation (depreciation) in the fair value of investments for the period is included in the determination of net investment gain (loss) as reflected in the Statement of Changes in Net Assets Available for Plan Benefits.

 

7


Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Risks and Uncertainties

 

The Plan provides for various investment options in a combination of mutual funds and Company stock. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least 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 Statements of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.

 

Payment of Benefits

 

Payments of benefits are recorded on the accrual basis of accounting.

 

Plan Expenses

 

The Company pays administrative expenses on behalf of the Plan through the use of forfeitures and other payments.

 

Administrative expenses include recordkeeping fees, trustee fees, account maintenance fees, and annual loan fees. Participant loan origination fees are excluded from administrative expenses and deducted from participant’s accounts as they are paid directly by the participants to the trustee and do not flow through the Plan.

 

3. Investments

 

Plan participants have the following investment options: AIM Constellation Fund, A Shares, Templeton Developing Markets Trust – Class I Shares, Vanguard 500 Index Fund Investor Shares, Vanguard Capital Opportunity Fund, Vanguard Extended Market Index Fund Investor Shares, Vanguard International Growth Fund, Vanguard LifeStrategy Conservative Growth Fund, Vanguard LifeStrategy Growth Fund, Vanguard LifeStrategy Income Fund, Vanguard LifeStrategy Moderate Growth Fund, Vanguard Prime Money Market Fund, Vanguard PRIMECAP Fund, Vanguard Total Bond Market Index Fund, Vanguard U.S. Growth Fund, Vanguard Wellington Fund Investor Shares, Vanguard Windsor II Fund Investor Shares, Vanguard Explorer Fund, Vanguard Small-Cap Index Fund Investor Shares, Vanguard Total International Stock Index Fund and Newmont Mining Stock Fund. Participants are able to allocate and reallocate account balances among these funds on a daily basis. All investments are participant directed.

 

Effective June 1, 2004, if more than 50% of any participant’s account balance was invested in the Newmont Mining (NMC) Stock Fund and if the participant was directing any percentage of ongoing contributions to this fund, any new contributions that were directed to the NMC Stock Fund would be automatically redirected to the Vanguard Prime Money Market Fund. On March 1, 2005, if more than 50% of any participant’s account balance was invested in the NMC Stock Fund and if the participant was directing any percentage of their ongoing contributions to the NMC Stock Fund, the portion invested in the NMC Stock Fund that exceeded 50% was automatically moved to the mix of funds that matches the participant’s ongoing contribution election. Ongoing contributions directed to the NMC Stock Fund were automatically redirected to Vanguard Prime Money Market Fund.

 

On July 1, 2004, the Plan Administration Committee replaced two funds, Vanguard U.S. Growth Fund and AIM Constellation Fund-Class A with Vanguard PRIMECAP Fund and Vanguard Capital Opportunity Fund. The two replaced funds were closed to new investments on June 30, 2004. Existing balances would remain in these funds until March 1, 2005. On March 1, 2005, all remaining balances in Vanguard U.S. Growth Fund were automatically moved to Vanguard PRIMECAP Fund and all remaining balances in AIM Constellation Fund-Class A were automatically moved to Vanguard Capital Opportunity Fund.

 

8


The fair value of individual investments that represented 5% or more of the Plan’s net assets as of December 31, were as follows:

 

     2004

   2003

     Shares

   Fair Value

   Shares

   Fair Value

Investment Funds:

                       

AIM Constellation Fund, A Shares

   114,404    $ 2,612,977    180,428    $ 3,881,013

Vanguard 500 Index Fund Investor Shares

   85,355    $ 9,529,043    79,711    $ 8,183,962

Vanguard LifeStrategy Moderate Growth Fund

   225,673    $ 4,579,110    226,363    $ 3,759,894

Vanguard Prime Money Market Fund

   7,165,361    $ 7,165,361    7,890,193    $ 7,890,193

Newmont Mining Stock Fund

   876,596    $ 10,562,986    902,055    $ 11,880,064

 

The reconciliation of net appreciation in fair value of the Plan’s net assets as of December 31, were as follows:

 

     2004

    2003

Net realized gain (loss) on sale of assets, common stock

   $ (234,664 )   $ 895,519

Net realized gain on sale of registered investment companies

     58,188       347,970

Unrealized appreciation (depreciation) of assets, common stock

     (705,028 )     4,154,418

Unrealized appreciation of registered investment companies

     2,042,571       3,949,771
    


 

Net appreciation of fair value of the Plan’s net assets

   $ 1,161,067     $ 9,347,678
    


 

 

4. Tax Status of the Plan

 

The Plan received a favorable determination letter from the Internal Revenue Service as to the qualified status of the Plan on December 5, 2002. Although the Plan has been amended since receipt of the determination letter, the Plan remains a qualified plan and is not subject to tax. Accordingly, no provision for federal or state income taxes has been recorded.

 

5. Related Party Transactions

 

VFTC acts as trustee for only those investments as defined in the Plan. Also, certain Plan assets are also invested in shares of Company stock. Transactions in such investments qualify as party-in-interest transactions that are exempt from prohibited transaction rules as defined by ERISA. Administrative fees for Trustee services amounted to $42,690 for the year ending December 31, 2004.

 

Plan-related expenses of $52,562 were paid by the Company for the year ended December 31, 2004.

 

9


Newmont

 

Retirement Savings Plan for Hourly-Related Employees

 

Schedule of Assets (Held at End of Year)

 

     Shares

   Current Value
Year Ended
December 31, 2004


Investment Funds:

           

AIM Constellation Fund, A Shares

   114,404    $ 2,612,977

Templeton Developing Markets Trust - Class I Shares

   25,880      479,305

*Vanguard 500 Index Fund Investor Shares

   85,355      9,529,043

*Vanguard Capital Opportunity Fund

   24,578      756,267

*Vanguard Explorer Fund

   4,757      354,711

*Vanguard Extended Market Index Fund Investor Shares

   19,710      618,116

*Vanguard International Growth Fund

   49,206      928,023

*Vanguard LifeStrategy Conservative Growth Fund

   142,975      2,181,794

*Vanguard LifeStrategy Growth Fund

   98,912      1,982,199

*Vanguard LifeStrategy Income Fund

   70,707      956,659

*Vanguard LifeStrategy Moderate Growth Fund

   255,673      4,579,110

*Vanguard PRIMECAP Fund

   5,604      349,130

*Vanguard Prime Money Market Fund

   7,165,361      7,165,362

*Vanguard Small-Cap Index Fund Investor Shares

   12,420      333,107

*Vanguard Total Bond Market Index Fund

   129,804      1,333,082

*Vanguard Total International Stock Index Fund

   10,849      136,692

*Vanguard U.S. Growth Fund

   13,510      218,594

*Vanguard Wellington Fund Investor Shares

   19,609      592,007

*Vanguard Windsor II Fund Investor Shares

   19,133      587,963
         

            35,694,141
         

Employer Stock:

           

*Newmont Mining Stock Fund

   876,596      10,562,986

Participant Loans (a):

           
         

Interest rates ranging from 5.0% - 10.5%

          3,904,363
         

Total

        $ 50,161,490
         

 

* Represents a party-in-interest

 

(a) Interest rates on loans are determined by the Trustee based on commercial lending rates at the date of the loan.

 

10


 

SIGNATURE

 

The Plan. 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 Retirement Savings Plan For Hourly-Rated Employees
Date June 28, 2005       /s/    RUSSELL D. BALL        
        Russell D. Ball
        Administrative Committee Member

 

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EXHIBIT INDEX

 

Exhibit No.

  

Exhibit


23    Consent of PricewaterhouseCoopers, LLP

 

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