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pursuing passionately excellence n e wm ontminingcorpor ati o n annual report 2008

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5-y ear sh arehol der return comparison the following graph assumes a $100 investment reinvestment of dividends if any on december 31 2003 in each of the company s common stock the s&p 500 and the phlx gold silver index xau cumulative total return 200 newmont mining corporation s&p 500 phlx gold silver index xau 150 100 50 $0 dec 2003 dec 2004 dec 2005 dec 2003 dec 2006 dec 2004 dec 2005 dec 2007 dec 2006 dec 2008 dec 2007 dec 2008 newmont mining corporation s&p 500 phlx gold silver index xau $100 $100 $100 92 $111 87 $112 $116 $117 95 $135 $127 $104 $142 $153 87 90 $105 cautionary statement this report contains forward-looking statements within the meaning of section 27a of the securities act of 1933 as amended and section 21e of the securities exchange act of 1934 as amended that are intended to be covered by the safe harbor created by such sections such forward-looking statements include without limitation i estimates of future gold and copper production and sales ii estimates of future costs applicable to sales and the components thereof iii estimates of future capital expenditures and project costs iv estimates regarding timing of future development construction or production activities v statements regarding future exploration results and reserves and vi statements regarding potential cost savings productivity operating performance cost structure and competitive position where the company expresses or implies an expectation or belief as to future events or results such expectation or belief is expressed in good faith and believed to have a reasonable basis however forward-looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially from future results expressed projected or implied by such forward-looking statements such risks include but are not limited to gold and other metals price volatility currency fluctuations increased production costs and variances in ore grade or recovery rates from those assumed in mining plans political and operational risks in the countries in which we operate and governmental regulation and judicial outcomes for a more detailed discussion of such risks and other factors see the company s 2008 annual report on form 10-k which is on file with the securities and exchange commission as well as the company s other sec filings the company does not undertake any obligation to release publicly revisions to any forward-looking statement to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events except as may be required under applicable securities laws.

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vision we will be the most valued and respected mining company through industry leading performance mission we will build a sustainable mining business that delivers top quartile shareholder returns while leading in safety environmental stewardship and social responsibility str at egic foundations people our most valued resource operational planning execution project planning execution reserve production growth leverage scope scale financial strength flexibility 1

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l etter to sh ar eh olders a little over eighteen months ago when i became president and ceo we committed ourselves to improving the execution and sustainability of our business with a focus on three primary strategic priorities 1 enhancing our delivery of safe reliable and profitable operating performance 2 successfully completing our 3 major development projects while improving our overall capital efficiency and 3 building a sustainable and profitable asset portfolio through a strategic combination of exploration project development and acquisition initiatives we made significant strides in 2008 to ensure that our company can deliver sustainable value to our shareholders employees and host communities we also recognize that there is still much to be done and in our style of openness and transparency some of those opportunities are highlighted below enhancing our delivery of safe reliable and profitable operating performance beginning in july 2007 we renewed our passion for operational planning and execution while we worked to make accountability paramount throughout our organization this shift in focus contributed to our ability to meet market expectations for 2008 operationally we adhered to our 2008 plans and met our original gold sales operating cost and capital targets we were the only major gold producer to do so in 2008 a distinction we are proud of our people for achieving in nevada where we have been producing since 1964 our performance was relatively consistent with our operating plans for the year despite challenging grades and a tight labor market our nevada leadership team continues to optimize their production and processing plans to capitalize on one of the world s richest yet most complex mineral endowments in peru we continue to mine through the oxide resource base and access a greater proportion of the more complex sulfide and transition ore body the successful completion and start-up of the new gold mill by our yanacocha team has allowed us to process more metallurgically challenged ore-types successfully as we transition to the next chapter in yanacocha s quest to maintain sustainable production at competitive costs for 2008 our yanacocha operation performed better than originally expected with higher than anticipated production at lower costs applicable to sales in australia our operations exceeded expectations for the year with higher gold sales at lower costs applicable to sales despite a volatile foreign exchange market as well as maturing deposits and labor shortages in ghana our newly reorganized team at ahafo did exactly what they said they were going to do delivering gold sales at costs applicable to sales in-line with or better than original expectations in only its second full year of operation this leadership team has rapidly acquired an in-depth understanding of this asset and hold themselves accountable for delivering on their plans on a daily basis 2

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passionately pursuing excellence successfully completing our 3 major development projects while improving our overall capital efficiency bringing new projects on line was particularly challenging in 2008 with a tight labor market cost inflation and a volatile foreign exchange rate environment all driving up costs notwithstanding these challenges we successfully completed the yanacocha gold mill in peru and the 200 megawatt coal-fired power plant in nevada both on schedule and below budget providing testament to our commitment to delivering sustainable production at competitive operating costs looking to 2009 our focus remains firmly on the successful completion and start-up of the boddington project in western australia in 2008 the completion schedule for this project suffered from the tight labor market as did the final capital cost estimate as we battled a highly inflationary cost environment despite these challenges we remain on schedule to complete boddington in mid-2009 when completed boddington will be a world-class gold mine and a cornerstone asset in newmont s global portfolio building a sustainable and profitable asset portfolio through a strategic combination of exploration project development and acquisition initiatives in 2008 our exploration team significantly increased our non-reserve mineralization while nearly replacing the reserves we mined during the year in addition our recent purchase of the remaining 33.33 interest in boddington enhanced the sustainability of our portfolio when fully operational boddington will be australia s largest gold mine providing near-term value and profitable production our successful closing of the miramar mining corporation acquisition also provides us with future value and the opportunity for additional profitable production from the higher-grade and under-explored hope bay project in nunavut canada these two acquisitions along with our internal exploration and project development opportunities should improve the long-term sustainability of our business while we continue to align our team around execution planning and accountability we also remain focused on demonstrating leadership in safety stewardship of the environment and social responsibility as highlighted by our inclusion in the dow jones sustainability index-world for the second year in a row we also remain committed to consistently improving our existing and future relationships with the local communities near our operations in 2008 we supported an unprecedented review of those relationships through our community relationships review with oversight by an independent advisory panel comprised of representatives from certain non-governmental organizations and other community-minded stakeholders we believe that over time delivering results in these critical areas will provide us with the reputational capital required in today s global marketplace to succeed in operating our existing mines as well as in finding and building new mines momentum established in 2008 will help us capitalize on opportunities and address challenges in 2009 while we have made considerable progress there are still areas of opportunity to improve our business in 2009 to ensure continued progress we must resist the urge to do everything at once we will therefore focus our limited human and financial capital on the following four strategic priorities in 2009 1 retaining developing and attracting the best available employees 2 continuing to deliver on our plans in a safe and environmentally and socially responsible manner 3 creating operating and business efficiencies and 4 investing strategically to improve the profitability and sustainability of our portfolio we are placing unequivocal emphasis on aligning our regional and functional teams around our global portfolio goals everything we have done over the last eighteen months has focused on raising awareness of the competing pressures and opportunities impacting our entire business 3

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by spending $25 million to line a depleted open pit the company created the 6 million cubic meter san josé reservoir that will serve as a year-round water source for the local agricultural community the reservoir was inaugurated on april 28 2008 by the peruvian president alan garcía perez alan blank executive vice president legal and external affairs as a relative newcomer to newmont i continue to be impressed by a grounded culture of `doing things the right way that sweeps across the company the seriousness with which newmont employees regard our host communities and the desire to be viewed as partners of choice is inspiring the san josé reservoir commissioned by newmont in 2008 improves the quality of life for over 4,000 individuals in the communities surrounding our yanacocha operations by providing year-round access to water for their crops and livestock this in turn has had a dramatic impact on the local communities and promotes a culture of mutual respect and collaboration retaining developing and attracting the best available employees our people are our most important resource we are committed to building leaders at newmont and have made significant investments in talent and career development initiatives including our newmont leadership pipeline a model that supports the establishment of a high performance business environment an environment where business results and employee development are clearly aligned the current dislocation in the global commodity and financial markets also provides us with the opportunity to attract some truly outstanding new talent into our organization continuing to deliver on our plans in a safe and environmentally and socially responsible manner as we turn our attention to 2009 we remain committed to delivering on our plans and to doing what we say we are going to do this is a cornerstone of our business and a daily requirement if we are to successfully deliver on our 2009 outlook of slightly higher gold sales as well as lower operating and capital costs however we also realize that industry leading performance is not measured in financial returns alone first and foremost we remain committed to the safety and development of our nearly 15,000 employees and 20,000 contractors despite all our efforts we must always remain vigilant and never become complacent a terrible prompt of the need for such vigilance came in october of 2008 and again in january of 2009 when we lost two valuable employees and dear friends but more importantly two families lost irreplaceable people who will be forever missed while we are proud of a safety record that remains consistently among the best in the industry the loss of ron keen and karen mitchell are constant reminders of the need to keep safety first in everything we do 4

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passionately pursuing excellence we also remain steadfast in our commitment to sustainable partnerships with our host communities our relationships with local communities around the globe are complex and dynamic we know that the relationships we build are fundamental to the success of our business they require humility mutual respect a willingness to listen and a commitment to each other s future success if we do what we say we re going to do everything is possible if we don t nothing is possible creating operating and business efficiencies over the last 18 months we have placed tireless emphasis on improving our understanding of our operational plans and what our assets are truly capable of delivering during that time we simultaneously redefined our strategy particularly after the significant market changes that occurred in september of 2008 with an underpinning of what we can do and where we re headed we must now focus on improving how we do business and provide sustainable increases in cash flow through a dedicated campaign to improve operating and business efficiencies this campaign will be a multi-year effort with an orientation toward operational improvements and efficiencies at all levels of our business investing strategically to improve the profitability and sustainability of our portfolio we started 2009 with the acquisition of anglogold ashanti s remaining interest in boddington at the same time we raised over $1.7 billion in net proceeds through our common stock and convertible debt issues these transactions were completed with the goals of improving the profitability and sustainability of our portfolio while enhancing our guy lansdown executive vice president development with the challenges that we face across the globe our approach is to operate large long-lived core assets in stable geographic regions our recent acquisition of the remaining interest in boddington supports this strategic focus having anchor operations such as boddington in australia our nevada operations and others in geo-politically stable locations provides the flexibility for newmont to take intelligent risks in pursuit of additional growth opportunities around the world the boddington project in western australia was approximately 89 complete at the end of 2008 with start-up expected in mid-2009 upon completion boddington will be australia s largest gold mine and a cornerstone asset in newmont s portfolio.

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passionately pursuing excellence financial strength and flexibility with the completion of these transactions we remain firmly committed to increasing shareholder value through the return-focused stewardship of our available capital base as we prioritize our investment opportunities around near-mine exploration and the potential development of akyem in ghana hope bay in canada and conga in peru delivering on our operational expectations in 2008 has created a more positive outlook for our employees and our business as well as more external opportunities we are building a success culture where our employees all expect that we will do what we say we re going to do from all of our employees through my management team and me with success we re no longer looking backward to find out what went wrong we re solidly focused on looking forward for opportunities business improvements and innovative ideas as i reflect on my time as ceo there is no doubt in my mind that a new day has dawned at newmont but we re now ready and able to move on to the next day our future will be built upon an orientation towards generating real value from our business with clear precise and unequivocal focus on our combined global portfolio one newmont with a constant eye on this portfolio and with an emphasis on driving business excellence throughout our entire organization we will become globally aligned and regionally owned and operated we will utilize our best practices and knowledge everywhere we do business at the same time we will recognize that each community where we operate is different it is our national employees in those communities who will hold the primary responsibility and resources to ensure we are providing true sustainable value to those communities brian hill executive vice president operations a true benefit of a company like newmont is that not only does it provide a portfolio of global projects and operations but also the collective experience and expertise of our employees the commissioning of the yanacocha gold mill provides an example of how the company can leverage this portfolio of global resources to provide true economic benefits during spring 2008 newmont professionals from around the globe were able to congregate in peru and collectively apply their expertise and abilities toward the successful transition of this project from construction completion through commercial production this transition was accomplished during a five-day period thanks to the learning culture within the newmont portfolio completed at a final capital cost of approximately $230 million the yanacocha gold mill represents the next phase of the transition at the world-class yanacocha mine as the operation begins milling more complex ores within the region.

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the hope bay project was acquired in early 2008 as an underexplored and highlyprospective greenstone belt in nunavut canada after spending roughly $80 million on infrastructure improvements in 2008 the company began its aggressive exploration campaign in january 2009 the earliest start to the exploration drilling season ever achieved at hope bay we have the direction right the balance sheet strength an empowered and aligned employee team and we re operating in a positive environment for gold we re ready to capitalize on the opportunities of the future the significance of our achievements will be understood in the context of the unprecedented global economic crisis limited access to capital and volatile commodity prices contribute to a turbulent environment within which we must operate i am enormously proud of our organization s ability to focus and execute on our plans under these circumstances newmont is a company with a very proud 87 year history over the last 18 months we have begun to transform the company into one that is truly an industry leader with solid planning and execution capabilities and strong financial resources leading to improving returns for our shareholders in short we intend to continue our passionate pursuit of excellence in closing i want to thank our board for their strategic counsel active support and ongoing dedication to strong corporate governance and welcome simon thompson as our newest board member we look forward to simon s counsel based on his vast experience in the global mining industry i would also like to thank our shareholders for supporting us in our efforts throughout 2008 as well as our host communities governments contractors and suppliers as we work together to create sustainable value and opportunity for all of our stakeholders finally i would like to extend a special thanks to the many teams across our organization whose hard work skill and dedication have contributed significantly to the reestablishment of our credibility and enabled us to be wellpositioned for success now and for the future sincerely richard t o brien president and chief executive officer 7

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b oard of direc tors glen a barton retired chairman and chief executive officer of caterpillar inc veronica m hagen chief executive officer of polymer group inc john b prescott chairman of asc pty ltd and retired managing director of the broken hill proprietary company limited vincent a calarco non-executive chairman of newmont mining corporation retired chairman president and chief executive officer of crompton corporation now known as chemtura corporation michael s hamson chairman of hamson consultants pty ltd and retired joint chairman and chief executive officer of mcintosh hamson hoare govett limited now merrill lynch australia donald c roth managing partner of emp global llc james v taranik director of mackay school of earth sciences and engineering university of nevada joseph a carrabba chairman president and chief executive officer cliffs natural resources robert j miller principal of dutko worldwide and former governor of the state of nevada simon r thompson retired executive director of anglo american group noreen doyle retired first vice president of the european bank for reconstruction and development richard t o brien president and chief executive officer of newmont mining corporation cor porate officers richard t o brien president and chief executive officer brant e hinze senior vice president north american operations stephen p gottesfeld vice president communications and public affairs russell d ball executive vice president and chief financial officer jeffrey r huspeni senior vice president african operations david v gutierrez vice president accounting and tax alan r blank executive vice president legal and external affairs roger p johnson carlos e santa cruz senior vice president south american operations vice president and chief accounting officer thomas p mahoney vice president and treasurer e randy engel executive vice president strategic development david a baker vice president and chief sustainability officer john w seaberg vice president investor relations brian a hill executive vice president operations michael j byrne vice president health safety and loss prevention ali soltani vice president technical services guy l p lansdown executive vice president development sharon e thomas david r faley vice president corporate development vice president and secretary william m zisch vice president planning gerald gluscic vice president and chief information officer 8

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united states securities and exchange commission washington d.c 20549 form 10-k mark one ¥ annual report pursuant to section 13 or 15d of the securities exchange act of 1934 for the fiscal year ended december 31 2008 or n transition report pursuant to section 13 or 15d of the securities exchange act of 1934 for the transition period from to commission file number 001-31240 newmont mining corporation exact name of registrant as specified in its charter delaware state or other jurisdiction of incorporation or organization 84-1611629 i.r.s employer identification no 6363 south fiddler s green circle greenwood village colorado address of principal executive offices 80111 zip code registrant s telephone number including area code 303 863-7414 securities registered pursuant to section 12b of the act title of each class name of each exchange on which registered common stock $1.60 par value new york stock exchange securities registered pursuant to section 12g of the act none indicate by check mark if the registrant is a well-known seasoned issuer as defined in rule 405 of the securities act yes ¥ no n indicate by check mark if the registrant is not required to file reports pursuant to section 13 or section 15d of the exchange act yes n no ¥ indicate by check mark whether the registrant 1 has filed all reports required to be filed by section 13 or 15d of the securities exchange act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports and 2 has been subject to such filing requirements for the past 90 days yes ¥ no n indicate by check mark if disclosure of delinquent filers pursuant to item 405 of regulation s-k is not contained herein and will not be contained to the best of registrant s knowledge in definitive proxy or information statements incorporated by reference in part iii of this form 10-k or any amendment to this form 10-k n indicate by check mark whether the registrant is a large accelerated filer an accelerated filer a non-accelerated filer or a smaller reporting company see the definitions of large accelerated filer accelerated filer and smaller reporting company in rule 12b-2 of the exchange act check one large accelerated filer ¥ accelerated filer n non-accelerated filer n smaller reporting company n do not check if a smaller reporting company indicate by check mark whether the registrant is a shell company as defined in rule 12b-2 of the exchange act yes n no ¥ as of june 30 2008 the aggregate market value of the registrant s voting and non-voting common equity held by non-affiliates of the registrant was $23,670,310,860 based on the closing sale price as reported on the new york stock exchange there were 478,507,759 shares of common stock outstanding and 10,687,382 exchangeable shares exchangeable into newmont mining corporation common stock on a one-for-one basis on february 11 2009 documents incorporated by reference portions of registrant s definitive proxy statement submitted to the registrant s stockholders in connection with our 2009 annual stockholders meeting to be held on april 29 2009 are incorporated by reference into part iii of this report.

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table of contents page part i business introduction segment information export sales etc products hedging activities exploration licenses and concessions condition of physical assets and insurance environmental matters employees forward-looking statements available information item 1a risk factors risks related to the mining industry generally risks related to newmont item 2 properties gold and copper processing methods production properties other property operating statistics proven and probable equity reserves item 3 legal proceedings item 4 submission of matters to a vote of security holders item 4a executive officers of the registrant item 1 item 5 item 6 item 7 part ii market for registrant s common equity related stockholder matters and issuer purchase of equity securities selected financial data management s discussion and analysis of consolidated financial condition and results of operations overview accounting developments critical accounting policies consolidated financial results results of consolidated operations recently issued accounting pronouncements liquidity and capital resources environmental forward-looking statements 1 1 2 2 4 4 5 6 6 6 7 8 8 8 10 18 18 19 24 25 27 32 32 33 35 36 37 37 40 44 50 60 70 72 80 81 i

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page item 7a quantitative and qualitative disclosures about market risk metal price foreign currency hedging fixed and variable rate debt item 8 financial statements and supplementary data item 9 changes in and disagreements with accountants on accounting and financial disclosure item 9a controls and procedures item 10 item 11 item 12 item 13 item 14 part iii directors and executive officers of the registrant executive compensation security ownership of certain beneficial owners and management and related stockholder matters certain relationships and related transactions principal accountant fees and services 81 81 81 82 86 87 177 177 178 178 178 179 179 180 s-1 e-1 part iv item 15 exhibits and financial statement schedules signatures exhibit index ii

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this document including information incorporated herein by reference contains forward-looking statements within the meaning of section 27a of the securities act of 1933 and section 21e of the securities exchange act of 1934 which involve a degree of risk and uncertainty due to various factors affecting newmont mining corporation and our affiliates and subsidiaries for a discussion of some of these factors see the discussion in item 1a risk factors of this report part i item 1 business dollars in millions except per share per ounce and per pound amounts introduction newmont mining corporation is primarily a gold producer with significant assets or operations in the united states australia peru indonesia ghana canada new zealand and mexico at december 31 2008 newmont had proven and probable gold reserves of 85.0 million equity ounces and an aggregate land position of approximately 38,840 square miles 100,600 square kilometers newmont is also engaged in the production of copper principally through its batu hijau operation in indonesia newmont mining corporation s original predecessor corporation was incorporated in 1921 under the laws of delaware newmont s corporate headquarters are in greenwood village colorado usa in this report newmont the company our and we refer to newmont mining corporation and/or our affiliates and subsidiaries newmont s revenues and long-lived assets are geographically distributed as follows 2008 revenues 2007 2006 long-lived assets 2008 2007 2006 united states peru australia/new zealand indonesia canada ghana other1 1 31 26 17 16 7 3 29 20 15 28 6 2 29 32 15 19 1 3 1 26 13 20 17 14 9 1 29 13 15 17 16 9 1 24 11 20 17 18 9 1 other includes mexico and bolivia on january 27 2009 we entered into a definitive sale and purchase agreement with anglogold ashanti australia limited anglogold to acquire its 33.33 interest in the boddington project in western australia upon expected completion of the acquisition we will own 100 of the boddington project consideration for the acquisition consists of $750 payable in cash at closing $240 payable in cash and/or newmont common stock at our option in december 2009 and a royalty capped at $100 equal to 50 of the average realized operating margin revenue less costs applicable to sales on a by-product basis if any exceeding $600 per ounce payable on one-third of gold sales from boddington the valuation date for the transaction is january 2009 and the transaction is expected to close in march 2009 subject to satisfaction or waiver of certain conditions and approvals we can make no assurances that the pending acquisition of the remaining interest in the boddington project will be consummated see item 1a risk factors risks related to newmont operations below on february 3 2009 we completed a public offering of $450 convertible senior notes maturing on february 15 2012 the notes will pay interest semi-annually at a rate of 3.00 per annum the notes are convertible at the holder s option equivalent to a conversion price of $46.25 per share of common stock we granted the underwriters an option to purchase $68 in additional convertible senior notes at the public offering price less the underwriting discount to cover over-allotments if any the 1

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