UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 11-K
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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
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PAGE
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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,
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2006 2005
----------------------------
ASSETS (As Restated)
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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
============================
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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
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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
============
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See accompanying notes to financial statements.
Page 7 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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.
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Page 8 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
CONTINUED
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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.
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Page 9 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
CONTINUED
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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.
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Page 10 of 24
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
CONTINUED
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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