11-K 1 sc0087.txt ANNUAL REPORT PURSUANT TO SECTION 15(D) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 11-K ------------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) [X] ANNUAL report pursuant to section 15(d) of the Securities Exchange Act of 1934 For Fiscal year ended December 31, 2006 or [_] Transition report pursuant to Section 15(d) of the Securities Exchange Act (No fee required) For the transition period from _________ to ___________ Commission file number 001-10533 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: Rio Tinto plc, 6 St. James's Square, London, SW1Y 4LD, England Page 1 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2006 AND 2005 AND FOR THE YEAR ENDED DECEMBER 31, 2006 TOGETHER WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Page 2 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES TABLE OF CONTENTS -------------------------------------------------------------------------------- PAGE ---- Report of Independent Registered Public Accounting Firm 4 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 6 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2006 7 Notes to Financial Statements 8 - 17 Supplemental Schedule - Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2006 18 - 19 Signature 20 Exhibits 21 All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable to the U.S. Borax Inc. 401(k) Plan for Hourly Employees. Page 3 of 22 215 South State Street, Suite 800 Salt Lake City, Utah 84111 Telephone (801) 532-7444 Fax (801) 532-4911 www.tannerco.com -------------------------------------------------------------------------------- [TANNER LC LOGO] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator U.S. Borax Inc. 401(k) Plan for Hourly Employees We have audited the accompanying statements of net assets available for benefits of the U.S. Borax Inc. 401(k) Plan for Hourly Employees (the Plan) as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. 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 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. 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 U.S. Borax Inc. 401(k) Plan for Hourly Employees as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. As described in Note 2, the Plan adopted Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, as of December 31, 2006. Page 4 of 22 Our audits of the financial statements were performed 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) as of December 31, 2006, 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 United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management and has been subjected to the auditing procedures applied in the audit 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. /s/ Tanner LC Salt Lake City, Utah June 29, 2007 Page 5 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, -------------------------------------------------------------------------------- (AS RESTATED) 2006 2005 ------------------------- ASSETS ------ Investments (at fair value) $39,227,723 $35,165,636 ------------------------- Receivables: Employee contributions 93,458 108,479 Employer contributions 13,781 15,763 ------------------------- Total receivables 107,239 124,242 ------------------------- Total assets 39,334,962 35,289,878 LIABILITIES ----------- Excess contributions payable 10,993 29,453 ------------------------- Net assets available for benefits (at fair value) 39,323,969 35,260,425 Adjustment from fair value to contract value for fully benefit-responsive investment contracts 225,578 154,489 ------------------------- Net assets available for benefits $39,549,547 $35,414,914 ========================= -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 6 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2006 -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net appreciation in fair and contract values of investments $ 1,605,385 Interest and dividends 1,934,963 ----------- Total investment income 3,540,348 ----------- Contributions: Employee 2,638,806 Employer 368,364 ----------- Total contributions 3,007,170 ----------- Total additions 6,547,518 ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 2,088,796 Transfer to the Rio Tinto America Inc. Savings Plan 323,270 Administrative expenses 819 ----------- Total deductions 2,412,885 ----------- Increase in net assets available for benefits 4,134,633 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 35,414,914 ----------- End of year $39,549,547 ----------- -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 7 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF The following brief description of the U.S. Borax THE PLAN Inc. 401(k) Plan for Hourly Employees (the Plan) is provided for general information purposes only. Participants should refer to the Plan document and summary plan description for more complete information. GENERAL The Plan is a defined contribution plan covering full-time hourly employees who are represented by or included in a collective bargaining unit of U.S. Borax Inc. and its affiliates (collectively, the "Company"), as defined in the Plan document. U.S. Borax Inc. is an indirect, wholly-owned subsidiary of Rio Tinto America Inc., which is an indirect, wholly-owned subsidiary of Rio Tinto plc (the Parent). The Plan is intended to be a qualified retirement plan under the Internal Revenue Code (IRC) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Effective January 1, 2005, eligible employees who are represented by Local 30-International Longshoremen's and Warehousemen's Union (Boron hourly employees) can participate in the Plan immediately after completing sixty days of continuous service. Eligible employees who are represented by Local 20A-International Longshoremen's and Warehousemen's Union (Wilmington hourly employees) can participate in the Plan immediately upon employment. CONTRIBUTIONS Each year, participants may elect under a salary reduction agreement to contribute to the Plan. Contributions are limited by the IRC, which established a maximum contribution of $15,000 for the year ended December 31, 2006. Participant contributions are recorded in the period during which the amounts are withheld from participant earnings. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. -------------------------------------------------------------------------------- Page 8 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 1. DESCRIPTION OF CONTRIBUTIONS - CONTINUED THE PLAN Effective January 1, 2005, Boron hourly employees CONTINUED can contribute an amount not less than 1% and not more than 30% of their eligible compensation on a before-tax basis through payroll deductions. Participants may also elect to make an after-tax contribution not less than 1% and not more than 30% of their eligible compensation. Total before-tax and after-tax contributions cannot exceed 30% of participants' eligible compensation. The Company matches the Boron participants' contributions to the Plan at 30%, up to the first 5% of their eligible compensation. Matching contributions are recorded on the date the related participant contributions are withheld. Wilmington hourly employees can contribute an amount not less than 1% and not more than 15% of their eligible compensation on a before-tax basis through payroll deductions. Participants may also elect to make an after-tax contribution not less than 1% and not more than 15% of their eligible compensation. Total before-tax and after-tax contributions cannot exceed 15% of participants' eligible compensation. The Company matched the Wilmington participants' contributions to the Plan at 30%, up to the first 5% of their eligible compensation through June 16, 2005. Effective June 17, 2005, the Company matches the Wilmington participants' contributions to the Plan at 35%, up to the first 5% of their eligible compensation. Matching contributions are recorded on the date the related participant contributions are withheld. PARTICIPANT ACCOUNTS Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contributions, the Company's matching contributions, and an allocation of the Plan's earnings, and is charged with withdrawals and an allocation of the Plan's losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. -------------------------------------------------------------------------------- Page 9 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 1. DESCRIPTION OF PARTICIPANT-DIRECTED OPTIONS FOR INVESTMENTS THE PLAN Participants direct the investment of their CONTINUED contributions and the Company matching contributions into various investment options offered by the Plan. Investment options include a money market fund, common collective trusts, mutual funds, guaranteed investment contracts, synthetic guaranteed investment contracts and common stock of the Parent in the form of American Depository Receipts (ADRs). VESTING Participants are immediately vested in their contributions and Company matching contributions plus actual earnings thereon. PAYMENT OF BENEFITS On termination of service due to death, disability, or retirement, participants or their beneficiaries may elect to receive lump-sum distributions or annual, semi-annual, quarterly or monthly installments in amounts equal to the value of the participants' vested interests in their accounts. Under certain circumstances, participants may withdraw their contributions prior to the occurrence of these events. TRANSFERS Along with the Plan, the Company also sponsors other 401(k) plans that cover represented employees. If employees are changed from union to non-union status during the year, their account balances are transferred from this Plan to the non-union plan. For the year ended December 31, 2006, transfers to the Rio Tinto America Inc. Savings Plan totaled $323,270. 2. SUMMARY OF BASIS OF PRESENTATION SIGNIFICANT The financial statements of the Plan have been ACCOUNTING prepared on the accrual basis of accounting. POLICIES -------------------------------------------------------------------------------- Page 10 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF USE OF ESTIMATES SIGNIFICANT The preparation of the Plan's financial statements ACCOUNTING in conformity with accounting principles generally POLICIES accepted in the United States of America requires CONTINUED Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements, the changes in net assets available for benefits during the reporting period and, when applicable, the disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. ADOPTION OF NEW FINANCIAL ACCOUNTING STANDARD In December 2005, the Financial Accounting Standards Board ("FASB") issued a Staff Position, ("FSP"), Reporting of Fully Benefit Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting of Investment Contracts Held by Health and Welfare Benefits Plans and Defined-Contribution Pensions Plans, with respect to the definition of fully benefit-responsive investment contracts and the presentation and disclosure of fully benefit-responsive investment contracts in Plan financial statements. The FSP requires that investments in fully benefit-responsive investment contracts be presented at fair value in the statement of net assets available for benefits and that the amount representing the difference between fair value and contract value of these investments also be presented on the face of the statement of net assets available for benefits. The FSP is effective for financial statements for annual periods ending after December 15, 2006, and must be applied retroactively to all prior periods presented. Accordingly, the Plan has adopted the financial statement presentation and disclosure requirements effective December 31, 2006, and has restated the 2005 Statement of Net Assets Available for Benefits to present all investments at fair value, with the adjustment to contract value separately disclosed. The effect of adopting the FSP had no impact on the Plan's net assets available for benefits or changes in net assets available for benefits, as such investments have historically been presented at contract value. Refer to Note 3 for additional information related to the Plan's fully benefit-responsive investment contracts. -------------------------------------------------------------------------------- Page 11 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF RISKS AND UNCERTAINTIES SIGNFIICANT The Plan provides for investments in securities ACCOUNTING that are exposed to various risks, such as interest POLICIES rate, currency exchange rate, credit and overall CONTINUED market fluctuation. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities 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. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments in mutual funds are valued at quoted market prices, which represent the net asset value of units held by the Plan at year end. Plan investments in common stock are stated at fair value based on quoted market prices. The Plan's interest in the Dwight Stable Value Fund is valued based upon the market value of the underlying securities at quoted market value or quoted share prices. Participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The net appreciation (depreciation) in the fair value of investments which includes realized gains (losses) and unrealized appreciation (depreciation) on those investments is shown in the statement of changes in net assets available for benefits of the Plan. PAYMENTS OF BENEFITS Benefit payments are recorded when paid by the Plan. -------------------------------------------------------------------------------- Page 12 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF ADMINISTRATIVE EXPENSES SIGNIFICANT The Company pays the majority of the costs and ACCOUNTING expenses incurred in administering the Plan. The POLICIES Plan has several fund managers that manage the CONTINUED investments held by the Plan. During the year ended December 31, 2006, the Company paid all investment management fees related to the Plan. The investment management fees related to transaction costs associated with the purchase or sale of Rio Tinto plc ADRs are paid by the participants. PARTICIPANT LOANS Participants may borrow from the Plan up to a maximum of $50,000 or 50% of their account balances, whichever is less. Each loan is secured by the balance in the participant's account and bears interest at a rate commensurate with prevailing rates at the time funds are borrowed, as determined by the Plan Administrator. Loans originated during the year ended December 31, 2006 have interest rates set at prime plus one percent, and are reset quarterly. -------------------------------------------------------------------------------- Page 13 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 3. FULLY BENEFIT The Plan's investments include the Dwight Stable RESPONSIVE Value Fund. The Dwight Stable Value Fund is INVESTMENT invested in a money market fund, a fully CONTRACTS benefit-responsive common collective trust (the SEI Stable Asset Fund), and fully benefit-responsive synthetic guaranteed investment contracts (GICs). Synthetic GICs provide for a guaranteed return on principal over a specified period of time through fully benefit-responsive wrap contracts, issued by a third party, which are secured by underlying assets. The portfolio of assets underlying the synthetic GICs has an overall AAA credit quality and includes mortgages, fixed income securities and United States treasury notes and bonds. The wrap contracts are obligated to provide an interest rate not less than zero. These contracts typically provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the net assets of the fund. Realized and unrealized gains and losses are amortized, usually over the time to maturity or the duration of the underlying investments, through adjustments to the future interest crediting rate. The contract or crediting interest rates for the GICs are typically reset quarterly and are based on the market value of the portfolio of assets underlying these contracts. Inputs used to determine the crediting interest rates include each contract's portfolio market value, current yield-to-date maturity, duration, and market value relative to contract value. These wrap contracts provide benefit withdrawals and investment exchanges at the full contract value of the synthetic contracts (principal plus accrued interest) notwithstanding the actual market value of the underlying investments (fair value plus accrued interest). -------------------------------------------------------------------------------- Page 14 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 3. FULLY BENEFIT Certain events may limit the ability of the Plan to RESPONSIVE transact at contract value with the issuer of fully INVESTMENT benefit-responsive investment contracts. Such CONTRACTS events include the following: (1) amendments to the CONTINUED Plan documents (including complete or partial plan termination or merger with another plan), (2) bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (3) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA, as amended. The Plan Administrator does not believe that the occurrence of any such event, which would limit the Plan's ability to transact at contract value with participants, is probable. The contracts provide that withdrawals associated with certain events which are not in the ordinary course of fund operations, and are determined by the issuer to have a material adverse effect on the issuer's financial interest, may be paid at other than contract value. Average duration for all investment contracts was 2.93 and 2.93 years at December 31, 2006 and 2005, respectively. Average yield data for all fully benefit - responsive investment contracts as of December 31, 2006 and 2005 was as follows: AVERAGE YIELDS: 2006 2005 --------------------------------------------------- Based on actual earnings 5.04% 4.65% Based on interest rate credited to participants 5.08% 4.71% -------------------------------------------------------------------------------- Page 15 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 4. RELATED PARTY Certain Plan investments are managed by Putnam TRANSACTIONS Investments, the Plan trustee, therefore, these transactions are exempt party-in-interest transactions. Transaction fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. Transactions associated with Rio Tinto plc ADRs are considered exempt party-in-interest transactions because Rio Tinto plc is the parent of the Company. As of December 31, 2006 and 2005, the Plan held 13,357 and 12,956 shares, respectively, of common stock of Rio Tinto plc, with a cost basis of $1,617,230 and $1,288,479, respectively. During the year ended December 31, 2006, the Plan recorded dividend income of $103,869 related to this stock. At December 31, 2006 and 2005, the Plan held loans from participants totaling $2,611,022 and $2,552,318, respectively. Loans to particpants, at cost, which approximates fair value, are at interest rates ranging from 5% to 10% and have maturities ranging from 2007 to 2015. 5. INVESTMENTS The Plan's investments stated at fair value that represent five percent or more of the Plan's net assets available for benefits as of December 31, 2006 and 2005 are as follows: 2006 2005 --------- --------- SEI Stable Asset Fund $7,436,509 $7,710,657 Dodge & Cox Stock Fund 5,382,138 4,715,932 Putnam Voyager Fund 3,581,426 3,761,446 State Street Bank Synthetic GIC 3,513,183 2,621,455 Monumental Life Insurance Company Synthetic GIC 3,513,183 2,621,455 Rio Tinto plc American Depository Shares 2,838,223 2,368,229 Participant Loans 2,611,022 2,552,318 Artisan Mid Cap Fund 2,600,333 2,436,109 Putnam S&P 500 Index Fund 2,314,472 2,158,749 -------------------------------------------------------------------------------- Page 16 of 22 U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 5. INVESTMENTS During the year ended December 31, 2006, the Plan's CONTINUED investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Mutual funds $ 891,058 Common stock 381,673 Common collective trusts 332,654 ----------- Net appreciation in investments $ 1,605,385 =========== 6. PLAN Although it has not expressed any intention to do TERMINATION so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. 7. INCOME TAX The Internal Revenue Service has determined and STATUS informed the Company by a letter dated August 27, 2003, that the Plan and related trust were designed in accordance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the Plan Administrator and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. RECONCILIATION The following is a reconciliation of net assets OF FINANCIAL available for benefits as presented in the STATEMENTS TO financial statements as of December 31, 2006 to the FORM 5500 Form 5500: Net assets available for benefits as presented in the financial statements $ 39,549,547 Adjustment from fair value to contract value For fully benefit-responsive investment Contracts (225,578) ------------ Net assets available for benefits as presented in Form 5500 $ 39,323,969 ============ -------------------------------------------------------------------------------- Page 17 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES EMPLOYER IDENTIFICATION NUMBER: 98-0047580 PLAN NUMBER: 007 SCHEDULE H, PART IV, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2006 ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) d) (e) PARTY IN NUMBER OF CURRENT INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE -------- --------------------------- ---------------------------------------------- ----------- ---- -------------------- MONEY MARKET FUND: Mellon Bank Mellon Bank - STIF Account 25,806 ** $ 25,806 -------------------- COMMON COLLECTIVE TRUSTS: SEI Investments SEI Stable Asset Fund ** 7,436,509 * Putnam Putnam S&P 500 Index Fund 62,267 ** 2,314,472 -------------------- Total Common Collective Trusts 9,750,981 -------------------- MUTUAL FUNDS: Dodge and Cox Dodge and Cox Stock Fund 35,072 ** 5,382,138 * Putnam Putnam Voyager Fund 189,093 ** 3,581,426 Artisan Artisan Mid Cap Fund 85,369 ** 2,600,333 * Putnam Putnam International Equity Fund 40,737 ** 1,284,858 PIMCO PIMCO Total Return Fund 104,241 ** 1,082,018 Dreyfus Dreyfus Mid-Cap Value Fund 24,867 ** 797,737 * Putnam Putnam Small Cap Growth Fund CL Y 41,928 ** 933,743 UAM Trust Company UAM/ICM Small Company Fund 19,338 ** 722,659 Morgan Stanley MSIF Institutional International Equity Fund 28,689 ** 590,413 -------------------- Total Mutual Funds 16,975,325 -------------------- ------------------------------------------------------------------------------------------------------------------------------------ See accompanying report of independent registered public accounting firm. Page 18 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES EMPLOYER IDENTIFICATION NUMBER: 98-0047580 PLAN NUMBER: 007 SCHEDULE H, PART IV, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR) CONTINUED DECEMBER 31, 2006 ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) d) (e) PARTY IN NUMBER OF CURRENT INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE -------- --------------------------- ---------------------------------------------- ----------- ---- -------------------- SYNTHETIC GUARANTEED INVESTMENT CONTRACTS: Monumental Life Insurance Synthetic GIC, Dwight Managed Target Company 2 F1 Cl B, no specified maturity date, 5.08% ** $ 1,981,755 Monumental Life Insurance Synthetic GIC, Dwight Managed Target Company 5 F1 Cl B, no specified maturity date, 5.08% ** 1,108,303 Monumental Life Insurance Synthetic GIC, Dwight Int Core Plus Company F1 Cl B, no specified maturity date, 5.08% ** 423,125 State Street Bank Synthetic GIC, Dwight Managed Target 2 F1 Cl B, no specified maturity date, 5.04% ** 1,981,755 State Street Bank Synthetic GIC, Dwight Managed Target 5 F1 Cl B, no specified maturity date, 5.04% ** 1,108,303 State Street Bank Synthetic GIC, Dwight Int Core Plus F1 Cl B, no specified maturity date, 5.04% ** 423,125 -------------------- Total Synthetic Guaranteed Investment Contracts 7,026,366 -------------------- COMMON STOCK: * Rio Tinto plc ADRs Common Stock 13,357 ** 2,838,223 -------------------- * Various participants Participant loans (maturing 2007 to 2015 at interest rates ranging from 5.0% to 10.0%) 499 ** 2,611,022 -------------------- Total Investments $39,227,723 ==================== * denotes a party-in-interest as defined by ERISA ** not required as investments are participant directed ------------------------------------------------------------------------------------------------------------------------------------ See accompanying report of independent registered public accounting firm. 19 Page 19 of 22
SIGNATURE --------- 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. U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES By: /s/ Leah G. Cooper ------------------------------------------ Name: Leah G. Cooper Title: Vice President, Lease (RTM) Date: June 29, 2007 Page 20 of 22 Exhibit Description ------- ----------- 23.1 Consent of Tanner LC Page 21 of 22