11-K 1 sc0098.txt ANNUAL REPORT ON FORM 11-K 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: RIO TINTO AMERICA INC. SAVINGS PLAN 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 24 RIO TINTO AMERICA INC. SAVINGS PLAN 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 24 RIO TINTO AMERICA INC. SAVINGS PLAN TABLE OF CONTENTS -------------------------------------------------------------------------------- PAGE ---- Report of Independent Registered Public Accounting Firm 4 Financial Statements: Statements of Assets Available for Benefits as of December 31, 2006 and 2005 6 Statement of Changes in Assets Available for Benefits for the year ended December 31, 2006 7 Notes to Financial Statements 8 - 19 Supplemental Schedule - Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2006 20 - 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 Rio Tinto America Inc. Savings Plan. Page 3 of 24 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Rio Tinto America Inc. Savings Plan Benefits Committee and the Rio Tinto America Inc. Investment Committee Rio Tinto America Inc. Savings Plan We have audited the accompanying statements of assets available for benefits of the Rio Tinto America Inc. Savings Plan (the Plan) as of December 31, 2006 and 2005 and the related statement of changes in 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 assets available for benefits of the Rio Tinto America Inc. Savings Plan as of December 31, 2006 and 2005 and the changes in assets available for benefits for the year ended December 31, 2006 in conformity with U.S. generally accepted accounting principles. As described in Notes 2 and 3, 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 24 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 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. /s/ Tanner LC Salt Lake City, Utah July 11, 2007 Page 5 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, -------------------------------------------------------------------------------- 2006 2005 ---------------------------- ASSETS (As Restated) ------ Investments, at fair value $492,524,167 $436,112,609 ---------------------------- Receivables: Employee contributions 59,524 317,402 Employer contributions 30,838 189,759 ---------------------------- Total receivables 90,362 507,161 ---------------------------- Assets available for benefits, at fair value 492,614,529 436,619,770 Adjustment from fair value to contract value for fully benefit-responsive investment contracts 1,326,661 717,783 ---------------------------- Assets available for benefits $493,941,190 $437,337,553 ============================ -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 6 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2006 -------------------------------------------------------------------------------- ADDITIONS TO ASSETS ATTRIBUTED TO: Investment income: Net appreciation in fair value of investments $ 25,859,117 Interest and dividends 25,842,272 ------------ Total investment income 51,701,389 ------------ Contributions: Employee 24,305,366 Employer 12,281,173 ------------ Total contributions 36,586,539 ------------ Transfers: From the U.S. Borax Inc. 401(k) Plan for Hourly Employees 323,270 From the Kennecott Corporation Savings Plan for Hourly Employees 813,880 ------------ Total transfers 1,137,150 ------------ Total additions 89,425,078 ------------ DEDUCTIONS FROM ASSETS ATTRIBUTED TO: Benefits paid to participants 32,754,109 Administrative expenses 67,332 ------------ Total deductions 32,821,441 ------------ Net increase in assets available for benefits 56,603,637 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 437,337,553 ------------ End of year $493,941,190 ============ -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 7 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF The following brief description of the Rio Tinto THE PLAN America Inc. Savings Plan (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 (1) all non-represented employees of Rio Tinto America, Inc. and its affiliates (collectively, the Company or the Employer), as defined in the Plan document, and (2) employees covered by a collective bargaining agreement that provides for Plan participation. All eligible full-time employees of the Company can participate in the Plan immediately upon employment. Temporary and part-time employees are eligible after completing 1,000 hours of service during a 12-month period. Rio Tinto America, Inc. is an indirect wholly owned subsidiary of Rio Tinto plc (the Parent). The Plan was created effective January 1, 2003, by a merger of the Kennecott Savings and Investment Plan, the U.S. Borax Inc. Thrift Plan for Salaried Employees, and the Luzenac America, Inc. Investment Savings Plan. 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. CONTRIBUTIONS Each year, participants may elect under a salary reduction agreement to contribute to the Plan an amount not less than 1% and not more than 50% of their eligible compensation on a before-tax basis through payroll deductions. Contributions are limited by the IRC, which established a maximum contribution of $15,000 ($20,000 for participants over age 50) for the year ended December 31, 2006. Participants may also elect to make an after-tax contribution of not less than 1% and not more than 50% of their eligible compensation. Total before-tax and after-tax contributions cannot exceed 50% of participants' eligible compensation. 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 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 1. DESCRIPTION OF The Company matches the participants' contributions to THE PLAN the Plan at 100%, up to the first 6% of their eligible CONTINUED compensation, for all locations other than Luzenac America, Inc. The Company matches the participants' contributions to the Plan at 70%, up to the first 6% of their eligible compensation, for Luzenac America, Inc. employees other than the following: (1) hourly employees of Luzenac America, Inc. at the Three Forks Mill who are represented by the United Cement, Lime, and Allied Workers' Division of the International Brotherhood of Boilermakers and (a) who made contributions after August 1, 2003 and prior to August 1, 2005 received a match of 45%, up to the first 6% of eligible compensation; and (b) who made contributions after August 1, 2005 received a match of 50%, up to the first 6% of eligible compensation; and (2) hourly employees of Luzenac America, Inc. at the Windsor Mine who are represented by the United Cement, Lime, and Allied Workers' Division of the International Brotherhood of Boilermakers and (a) who made contributions after May 12, 2004 and prior to May 12, 2006 received a match of 40%, up to the first 6% of eligible compensation; and (b) who made contributions after May 12, 2006 received a match of 45% up to the first 6% of 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. PARTICIPANT-DIRECTED OPTIONS FOR INVESTMENTS Participants direct the investment of their contributions and the Company matching contributions into various investment options offered by the Plan. Investment options include mutual funds, a common collective trust, common stock of the Parent in the form of American Depository Receipts (ADRs), and a stable value fund consisting of a money market fund, a guaranteed investment contract, and synthetic guaranteed investment contracts. -------------------------------------------------------------------------------- Page 9 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 1. DESCRIPTION OF VESTING THE PLAN Participants are immediately vested in their CONTINUED 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 those employees are changed from union to non-union status during the year, their account balances are transferred from those union plans to this Plan. For the year ended December 31, 2006, transfers into the Plan totaled $1,137,150. For the year ended December 31, 2006, transfers from the U.S. Borax Inc. 401(k) Plan for Hourly Employees totaled $323,270 and transfers from the Kennecott Corporation Savings Plan for Hourly Employees totaled $813,880. FORFEITED ACCOUNTS As of January 1, 2003, the effective date of the Rio Tinto America Inc. Savings Plan, there was a balance in the forfeiture account related to predecessor plans' non-vested participant account balances. Under the Plan document, forfeiture amounts related to terminated participants are required to be held for five years after termination in the event that the individual is re-hired and becomes a participant again. If the employee becomes a participant within that five-year period, the service period resumes for vesting of the participant's account. If the five-year period expires, the forfeitures become available to reduce future Company contributions to the Plan. During the year ended December 31, 2006, $64,321 in forfeitures were used to pay expenses of the Plan. Forfeitures were $76,364 for the year ended December 31, 2006. Interest and dividends attributable to the forfeitures were $2,206 for the year ended December 31, 2006. As of December 31, 2006 and 2005, the balance in the forfeiture account was $98,756 and $84,507, respectively. -------------------------------------------------------------------------------- Page 10 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF BASIS OF PRESENTATION SIGNIFICANT The financial statements of the Plan have been prepared ACCOUNTING on the accrual basis of accounting in accordance with POLICIES U.S. generally accepted accounting principles. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with U.S. generally accepted accounting principles requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets available for benefits at the date of the financial statements, the changes in 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. RISKS AND UNCERTAINTIES The Plan provides for investments in securities that are exposed to various risks, such as interest rate, currency exchange rate, credit and overall 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 assets available for benefits. 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 investment contracts to be presented at fair value in the statement of assets available for benefits. -------------------------------------------------------------------------------- Page 11 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF However, contract value is the relevant measurement SIGNIFICANT attribute for that portion of the assets available for ACCOUNTING benefits of a defined contribution plan attributable to POLICIES fully benefit-responsive investment contracts because CONTINUED contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Therefore, as required by the FSP, the statement of assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in assets available for benefits is prepared on a contract value basis. 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 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 assets available for benefits or changes in 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. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments in mutual funds are valued at quoted market prices, which represent the net asset values of units held by the Plan at year end. Plan investments in common stock are stated at fair value based on quoted market prices. Common collective trusts are valued at the asset value per unit as determined by each common collective trust as of the valuation date. The fair value of the Plan's interest in the Dwight Stable Value Fund (see detail of investments included in this fund in Note 3) is based upon the market value of the underlying securities at quoted market value or quoted share prices. -------------------------------------------------------------------------------- Page 12 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF Purchases and sales of securities are recorded on a SIGNIFICANT trade-date basis. Interest income is recorded on the ACCOUNTING accrual basis. Dividends are recorded on the POLICIES ex-dividend date. CONTINUED The net appreciation (depreciation) in the fair value of investments which includes realized gains (losses) and unrealized appreciation (depreciation) on those investments is presented in the statement of changes in assets available for benefits of the Plan, and totaled $25,859,117 for the year ended December 31, 2006 (see Note 5). PAYMENTS OF BENEFITS Benefit payments are recorded when paid by the Plan. ADMINISTRATIVE EXPENSES The Company pays the majority of the costs and expenses incurred in administering the Plan. The Plan has several fund managers that manage the investments held by the Plan. During the year ended December 31, 2006, the Company paid all investment management fees related to these investment funds. 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. A general-purpose loan must be repaid within 5 years. A loan for a primary residence must be repaid within 20 years. Principal and interest are paid ratably through payroll deductions. -------------------------------------------------------------------------------- Page 13 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 3. FULLY BENEFIT- The Plan's investments include the Dwight Stable Value RESPONSIVE Fund. The Dwight Stable Value Fund is invested in the INVESTMENT following: CONTRACTS o A money market fund (the Mellon Bank - STIF Account); o A fully benefit-responsive common collective trust (the SEI Stable Asset Fund); o A fully benefit-responsive traditional fixed-rate guaranteed investment contract (GIC), (Monumental Life Insurance Company, maturity date of 06/15/2007, 4.11%); and o Fully benefit-responsive synthetic GICs as follows: a. Dwight Core International Fund, no specified maturity date, 5.28%; b. Dwight Managed Target 2, no specified maturity date, 5.28%; c. Dwight Managed Target 5, no specified maturity date, 5.28%; d. Dwight Core International Fund, no specified maturity date, 5.12%; e. Dwight Managed Target 2, no specified maturity date, 5.12%; and f. Dwight Managed Target 5, no specified maturity date, 5.12% The traditional GIC is backed by the general accounts of the issuer. The fund deposits a lump sum with the issuer and receives a guaranteed interest rate for a specified time. The traditional fixed rate GIC does not experience fluctuating crediting rates. Interest is accrued on a fully compounded basis and paid periodically. The issuer guarantees that all qualified participant withdrawals will occur at contract value (principal plus accrued interest). 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. -------------------------------------------------------------------------------- Page 14 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 3. FULLY BENEFIT- The wrap contracts are obligated to provide an RESPONSIVE interest rate not less than zero. These contracts INVESTMENT typically provide that realized and unrealized gains CONTRACTS and losses on the underlying assets are not reflected CONTINUED immediately in the 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 synthetic 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). There are no reserves against contract value for credit risk of the contract issuer or otherwise. Certain events may limit the ability of the Plan to transact at contract value with the issuer of fully benefit-responsive investment contracts. Such events include the following: (1) amendments to the Plan documents (including complete or partial plan termination or merger with another plan), (2) bankruptcy of the Company or other Company events (for example, divestiture or spin-off 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. -------------------------------------------------------------------------------- Page 15 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 3. FULLY BENEFIT- Absent the events described in the preceding paragraph, RESPONSIVE the guaranteed investment contracts do not permit the INVESTMENT issuers to terminate the agreements prior to the CONTRACTS scheduled maturity dates. CONTINUED Average duration for all investment contracts was 3.04 and 3.06 years as of 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 5.25% 4.33% Based on interest rate credited to participants 5.13% 4.27% 4. PARTY-IN- Certain Plan investments are managed by Putnam INTEREST Investments, the Plan trustee, therefore, these TRANSACTIONS transactions are exempt party-in-interest transactions. 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 192,847.41 and 167,436.747 shares, respectively, of common stock of Rio Tinto plc, with a cost basis of $24,882,253 and $16,272,106, respectively. During the year ended December 31, 2006, the Plan recorded dividend income of $1,418,295 related to the Rio Tinto plc ADRs. -------------------------------------------------------------------------------- Page 16 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 5. INVESTMENTS The Plan's investments (stated at fair value) that represented five percent or more of the Plan's assets available for benefits as of December 31, 2006 and 2005 are as follows: 2006 2005 ------------ ------------ Assets of the Dwight Stable Value Fund: Mellon Bank Money Market STIF Account $ 1,379,776 $ 1,127,151 Monumental Life Insurance Company Synthetic GICs 59,898,110 57,271,420 State Street Bank Synthetic GICs 42,668,139 40,739,731 SEI Stable Asset Fund 26,349,553 29,821,656 ------------ ------------ 130,295,578 128,959,958 -------------------------- Dodge and Cox Stock Fund 81,940,774 67,357,011 Putnam S&P 500 Index Fund 44,432,965 38,803,876 Rio Tinto plc ADRs 40,978,089 30,605,763 Putnam Voyager Fund 37,160,338 37,639,071 Putnam International Equity Fund 36,948,039 25,675,260 Pimco Total Return Fund 25,108,800 22,846,685 During the year ended December 31, 2006, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value as follows: Mutual funds $14,910,530 Common stock 5,001,112 Common collective trusts 5,947,475 ----------- Net appreciation $25,859,117 =========== 6. PLAN Although it has not expressed any intention to do so, TERMINATION 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. -------------------------------------------------------------------------------- Page 17 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 7. INCOME TAX The Plan does not have a determination letter from the STATUS Internal Revenue Service informing it that the Plan and related trust are designed in accordance with the applicable requirements of the Internal Revenue Code. 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 assets available OF FINANCIAL for benefits as presented in the financial statements STATEMENTS TO as of December 31, 2006 to the Form 5500: FORM 5500 Assets available for benefits as presented in the financial statements $ 493,941,190 Adjustment from contact value to fair value for fully benefit- responsive investment contracts (1,326,661) ------------- Assets available for benefits as presented in Form 5500 $ 492,614,529 ============= 9. SUBSEQUENT Effective January 1, 2007, the Company matching EVENTS contributions schedule was changed. The Luzenac America, Inc. employees previously eligible for a Company match of 70%, up to the first 6% of their eligible compensation, are now eligible for a Company match of 100%, up to the first 6% of their eligible compensation. An amendment to the Plan for this change is expected to be made by the Company in 2007. -------------------------------------------------------------------------------- Page 18 of 24 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 9. SUBSEQUENT Effective April 1, 2007, the Company contributes on EVENTS behalf of new participants in the Plan, including new CONTINUED hires and transfers, 6% of eligible compensation (which includes 1/2 of compensation earned under a short term bonus program) up to the Social Security Wage Base ($97,500 for 2007) and 11.7% of eligible compensation over the Social Security Wage Base. Participants are not required to contribute to the Plan to receive these Company contributions. Participants are vested in these Company contributions based upon the following schedule: COMPLETED YEARS OF VESTING SERVICE VESTED % One year 33.33% Two years 66.67% Three years 100.00% For communication purposes, the Company refers to this Company contribution as the Investment Partnership Plan. An amendment to the Plan for this change is expected to be made by the Company in 2007. -------------------------------------------------------------------------------- Page 19 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN EMPLOYER IDENTIFICATION NUMBER: 11-3359689 PLAN NUMBER: 002 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 1,379,776 ** $ 1,379,776 -------------------- COMMON COLLECTIVE TRUSTS: SEI Investments SEI Stable Asset Fund 26,349,553 ** 26,349,553 * Putnam Putnam S&P 500 Index Fund 1,195,399 ** 44,432,965 -------------------- Total Common Collective Trusts 70,782,518 -------------------- MUTUAL FUNDS: Dreyfus Dreyfus Mid-Cap Value Fund 499,760 ** 16,032,298 PIMCO PIMCO Total Return Fund 2,418,960 ** 25,108,800 Morgan Stanley MSDW Institutional International Equity Fund 814,940 ** 16,771,459 Dodge and Cox Dodge and Cox Stock Fund 533,955 ** 81,940,774 UAM Trust Company UAM/ICM Small Company Fund 446,561 ** 16,687,975 Artisan Artisan Mid Cap Fund 698,406 ** 21,273,436 * Putnam Putnam Small Cap Growth Fund CL Y 629,389 ** 14,016,492 * Putnam Putnam International Equity Fund 1,171,466 ** 36,948,039 * Putnam Putnam Voyager Fund 1,962,003 ** 37,160,338 -------------------- Total Mutual Funds 265,939,611 -------------------- GUARANTEED INVESTMENT CONTRACT: Monumental Life Insurance GIC, due 6/15/07, 4.11% Company ** 2,110,901 -------------------- * 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.
Page 20 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN EMPLOYER IDENTIFICATION NUMBER: 11-3359689 PLAN NUMBER: 002 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 -------- --------------------------- ---------------------------------------------- ----------- ---- -------------------- SYNTHETIC GUARANTEED INVESTMENT CONTRACTS: Monumental Life Insurance Synthetic GIC, Dwight Core Int Fund, Company no specified maturity date, 5.28% ** $ 1,878,339 Monumental Life Insurance Synthetic GIC, Dwight Managed Target Company 2, no specified maturity date, 5.28% ** 30,286,882 Monumental Life Insurance Synthetic GIC, Dwight Managed Target Company 5, no specified maturity date, 5.28% ** 25,621,988 State Street Bank Synthetic GIC, Dwight Core Int Fund, no specified maturity date, 5.12% ** 11,900,543 State Street Bank Synthetic GIC, Dwight Managed Target 2, no specified maturity date, 5.12% ** 23,299,804 State Street Bank Synthetic GIC, Dwight Managed Target 5, no specified maturity date, 5.12% ** 7,467,792 -------------------- Total Synthetic Guaranteed Investment Contracts 100,455,348 -------------------- * Rio Tinto plc ADRs Common Stock 192,847.41 ** 40,978,089 -------------------- * Putnam Pending Account ** 88,785 -------------------- Various participants Participant loans (maturing 2007 to 2032 at interest rates ranging from 5.0% to 10.5%) 1,203 ** 10,789,139 -------------------- Total Investments at fair value $492,524,167 ==================== * 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.
Page 21 of 24 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. RIO TINTO AMERICA INC. SAVINGS PLAN By: /s/ Kay Priestly -------------------------------------- Name: Kay Priestly Title: Director Date: July 13, 2007 Page 22 of 24 Exhibit Description ------- ----------- 23.1 Consent of Tanner LC Page 23 of 24