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, 2003
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 17
RIO TINTO AMERICA INC. SAVINGS PLAN
CONTENTS
Report of Independent Registered Public Accounting Firm .......................3
Financial Statements:
Statement of Assets Available
for Benefits...........................................................4
Statement of Changes in Assets
Available for Benefits.................................................5
Notes to Financial Statements........................................6 - 12
Supplemental Schedule:
Schedule H, line 4i - Schedule of Assets Held for Investment
Purposes at December 31, 2003.........................................14
Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 that are omitted are not applicable to the Rio Tinto America Inc.
Savings Plan.
Page 2 of 17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
The Rio Tinto America Inc. Savings Plan
In our opinion, the accompanying statement of assets available for benefits and
the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the Rio
Tinto America Inc. Savings Plan (the "Plan") at December 31, 2003, and the
changes in assets available for benefits for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes at December 31, 2003 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the 2003 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/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Salt Lake City, Utah
September 23, 2005
Page 3 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
Statement of Assets Available for Benefits
As of December 31, 2003
2003
---------------
Assets
-----------
Investments $ 365,814,328
---------------
Receivables:
Employee Contributions 42,809
Employer Contributions 23,338
---------------
66,147
---------------
Assets available for benefits $ 365,880,475
===============
The accompanying notes are an integral part of the financial statements
Page 4 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
Statement of Changes in Assets Available for Benefits
For the Year ended December 31, 2003
2003
---------------
Additions:
Transfers in:
Transfer from the Kennectott
Savings and Investment Plan $ 221,535,778
Transfer from the U.S. Borax Inc.
Thrift Plan for Salaried Employees 69,256,942
Transfer from the U.S. Borax Inc.
401(k) plan for Hourly Employees 48,154
Transfer from the Luzenac America, Inc.
Investment Savings Plan 17,072,680
---------------
Total transfers in 307,913,554
---------------
Investment income:
Interest and dividends 8,931,005
Net appreciation in fair value of investments 52,022,890
---------------
Total investment income 60,953,895
---------------
Contributions:
Employee contributions 18,741,384
Employer contributions 9,913,245
---------------
Total contributions 28,654,629
---------------
Deductions:
Administrative fees (108,679)
Benefits paid to participants (31,532,924)
---------------
Total deductions (31,641,603)
---------------
Net increase 365,880,475
Assets available for benefits
Beginning of year -
---------------
End of year $ 365,880,475
===============
The accompanying notes are an integral part of the financial statements
Page 5 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The financial statements of the Rio Tinto America Inc. Savings Plan
(the Plan) have been prepared on the accrual basis of accounting.
The Plan presents in the statement of changes in assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains (losses) and the
unrealized appreciation (depreciation) on those investments.
Use of Estimates - The preparation of the Plan's financial statements
in conformity with accounting principles generally accepted in the
United States of America requires the Plan Administrator 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 various investment
options, in any combination of stocks, bonds, mutual funds and other
investment securities as designated by the employee. Investment
securities are exposed to various risks, such as interest rate and
market fluctuations and credit risk. Due to the level of risk
associated with certain investment securities, changes in the values of
investment securities may occur in the near term. Such changes could
materially affect participants' account balances and the amounts
reported in the statement of assets available for benefits.
Payment of Benefits - Benefits are recorded when paid.
Investment Valuation and Income Recognition - The Plan's investments
are stated at fair value except for its insurance contracts, which are
valued at contract value (Note 3). Quoted market prices are used to
value investments. Shares of mutual funds are valued at the net asset
value held by the Plan at year end. Participant loans are valued at
their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
2. DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the summary
Plan description, "Rio Tinto America Savings Plan," which provides a
detailed discussion of the Plan, benefits and vesting of participants.
Page 6 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN, (continued)
------------------------------------
General - 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. Effective January 1, 2003, the assets of these
plans, which totaled $307,913,554, were transferred to the Plan. The
Plan is a defined contribution plan covering all non-represented
employees of Rio Tinto America Inc. and Participating Companies
(collectively the Company), as defined in the Plan. In addition, the
Plan covers the Luzenac America Inc. represented hourly employees at
Three Forks and Windsor. Rio Tinto America Inc. is an indirect
wholly-owned subsidiary of Rio Tinto plc. Rio Tinto plc and Rio Tinto
Limited entered into a dual listed companies merger in 1995 with the
effect that the two companies operate as one business organization. All
eligible full-time employees of the Company can participate in the Plan
immediately upon employment. All temporary and part-time employees are
eligible after completing 1,000 hours during a 12-month period.
Contributions - An eligible employee may make a contribution of 1% to
50% of his/her salary on a before-tax basis via payroll deduction up to
a maximum of $12,000 for 2003. Eligible employees may also contribute
on an after-tax basis from 1% to 50% of their eligible salary. Total
before-tax and after-tax contributions may not exceed 50% of eligible
salary. Contributions are allocated among 17 funds in 2003, as
designated by the employee. For all locations other than Luzenac
America Inc., the Company matches employee contributions dollar for
dollar up to 6% of base pay. For Luzenac America Inc. salaried and
non-represented hourly employees, the Company matches 70 cents for
every dollar up to 6% of base pay. For Luzenac America Inc. represented
employees at Three Forks, the Company matched 40 cents for every dollar
up to 6% of base pay prior to August 1, 2003, and 45 cents for every
dollar up to 6% of base pay on or after August 1, 2003. For Luzenac
America Inc. represented employees at Windsor; the Company matches 25
cents for every dollar up to 6% of base pay. The Company match is
invested in the same manner as the employee's contributions.
Participant Accounts - Each participant's investment account is
credited with the participant's contributions and an allocation of the
Company's contributions and Plan earnings and is charged with an
allocation of investment management fees. Allocations are based on
participant earnings or account balances. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Loans - Participants may borrow against their account balances. The
amount of the loan may not exceed the lesser of $50,000 or 50% of the
participant's vested account balance. A participant may not request a
loan for less than $1,000 and may not have more than two loans
outstanding from the Plan. All loans are collateralized by 50% of the
participant's vested account balance. Interest is charged on loans at a
rate equal to the prime rate (4.00% at December 31, 2003) plus one
percent. Repayment is made through payroll deductions and the term of
repayment may not be greater than ten years.
Page 7 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN, (continued)
------------------------------------
Vesting - Participants who were active at the time the prior plans were
merged into the Plan, and all employees who become participants after
January 1, 2003, are immediately vested in their voluntary
contributions, the Company match contribution and any actual earnings
thereon. Participants of prior plans who terminated prior to
establishment of the Plan and who were not yet vested in the Company
match contributions in the prior plan when their accounts were merged
into the Plan, will not vest in those contributions unless they are
re-employed by the Company.
Payment of Benefits - On termination of service, a participant may
elect to receive an amount equal to the value of the participant's
vested interest in his or her account in a lump-sum amount or annual,
semi-annual, quarterly or monthly installments.
Account Forfeitures - Forfeited non-vested amounts are used to reduce
Company contributions. Forfeitures from the Plan for the year ended
December 31, 2003 were $28,722. No forfeitures were used to reduce
employer contributions for the year ended December 31, 2003. On a
periodic basis, the Plan administrator directs that accumulated,
multi-year forfeitures be used to offset employer contributions. As of
December 31, 2003, the Plan had $60,837 of unused, forfeited non-vested
amounts.
Administrative - The Administrative Committee, consisting of three or
more persons appointed by the Board of Directors of Rio Tinto America
Inc., administers the Plan. The Administrative Committee has the sole
power and responsibility to interpret and construe the provisions of
the Plan and decide on any disputes, and in general, to direct the
administration of the Plan.
Expenses - Putnum manages all investments except for the Plan's Dwight
Stable Value Fund and the Company pays all other costs and expenses
incurred in administering the Plan. A third party investment manager
manages the Plan's Dwight Stable Value Fund. The investment manager
receives an investment management fee at an annual rate of 0.9% of the
Dwight Stable Value Fund's fair value calculated based on the Fund's
average month-end balance for each calendar quarter and paid quarterly.
The investment management fees totaling $108,679 for the year ended
December 31, 2003 were paid by participants of the Dwight Stable Value
Fund. Transaction costs associated with the purchase or sale of Rio
Tinto plc ADRs are paid by the participant.
Plan Termination - The Board of Directors of Rio Tinto America Inc.
reserves the right at any time and from time to time, and retroactively
if deemed necessary or appropriate, to amend in whole or in part any or
all of the provisions of the Plan, except as otherwise provided by law.
Rio Tinto America Inc. may, at any time, terminate or amend the Plan.
On termination of the Plan, each participant's account shall become
fully vested and nonforfeitable and distribution of Plan assets shall
be made as directed by the Administrative Committee.
Page 8 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS
-----------
Investments in common collective trust funds are stated at fair value
based upon the market value of the underlying securities, as determined
or provided by the Trustee. Collective trust funds represent
investments in pooled funds. Investments are purchased and sold at the
fair value of the underlying securities and receive the interest and
dividend earnings of the underlying securities.
Shares of mutual funds are valued at the net asset value of shares held
by the Plan at year end.
Investments in common stock are stated at fair value based on quoted
market prices.
The Plan invests in both group annuity contracts and synthetic
investment contracts. The Plan has entered into investment contracts
with various insurance companies. The Plan maintains the contributions
in a pooled account. The account is credited with earnings on the
underlying investments and charged for Plan withdrawals and
administrative expenses charged. The contracts are included in the
financial statements at contract value, (which represents contributions
made under the contract, plus earnings, less withdrawals and
administrative expenses) because it is fully benefit responsive. For
example, participants may ordinarily direct the withdrawal or transfer
of all or a portion of their investment at contract value. There are no
reserves against contract value for credit risk of the contract issuer
or otherwise.
The guaranteed investment contracts held by the Plan are accounted for
at their contract value (representing invested principal plus accrued
interest) as reported by the contract issuers. Synthetic investment
contracts have crediting rates that reset quarterly based on a
pre-determined crediting rate formula. This formula factors in the
contract value, the market value, the yield to maturity and the
underlying fixed income investments. In all cases, the contract value
is determined by increasing the principal balance by accrued interest
that is based on the contract value crediting rate of each contract.
Synthetic investment contracts are comprised of both investment and
contractual components. The investment component consists of securities
or units of a commingled pooled fund of fixed-income securities,
referred to as the underlying investments. Underlying investments may
include, but are not limited to:
o Units of collective investment trusts ("CITs"), shares of mutual
funds, or actively managed accounts, which may include CITs and
mutual funds which provide for contract value accounting as part
of the CIT or mutual fund structure. Any CIT or mutual fund
investment shall have a stated target minimum average credit
rating of "AA".
o U.S. Treasuries and other securities backed by the full faith and
credit of the U.S. Government.
o Securities rated "AAA" at time of purchase and issued by U.S.
Government Sponsored Entities.
o Other fixed income investments such as mortgage-backed
securities, asset-backed securities, collateralized mortgage
obligations, corporate debt obligations and structured notes, in
each case rated "AAA" at the time of purchase.
Page 9 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS (continued)
-----------------------
The underlying investments are "wrapped" by contracts issued by
third-party financial institutions. These wrap contracts provide
benefit withdrawals and investment exchanges at the full contract
values of the synthetic contracts (i.e., principal plus accrued
interest) notwithstanding the actual market value of the underlying
investments (i.e. fair value of security plus accrued interest). In
this manner, wrap contracts are designed to smooth out the impact of
normal market fluctuations associated with the performance of the
underlying investments.
The difference between the market value of the underlying investments
and the reported value of the synthetic contract is generally the
implicit value of the wrap contract. A positive value implies that the
wrap contract issuer is obligated to the Fund for the indicated amount
in the event of benefit withdrawals and or investment exchanges from
the contract. A negative value for the wrap contract indicates that the
market value of the underlying investment exceeds the contract value.
The crediting rate of a particular synthetic contract is reset on a
fixed schedule basis and is thus tied to the performance of the
underlying investments.
TOTAL FAIR WRAPPER CONTRACT
DESCRIPTION AND UNDERLYING INVESTMENTS VALUE VALUE VALUE
SYNTHETIC GUARANTEED CONTRACTS
Monumental Life Insurance Company
MDA00131TR, no set maturity date, 4.80% $ 52,164,999 $ (2,141,906) $ 50,023,093
State Street Bank
101035, no set maturity date, 4.87% 36,772,538 (1,051,704) 35,720,834
------------- ------------- -------------
TOTAL SYNTHETIC GUARANTEED CONTRACTS $ 88,937,537 $ (3,193,610) $ 85,743,927
============= ============= =============
At December 31, 2003, all investments were held by Putnam Investments.
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $52,022,890.
2003
------------
Common Collective Trust $ 6,768,607
Mutual Funds 40,883,552
Common Stock 4,370,731
------------
$ 52,022,890
============
Page 10 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS (continued)
-----------------------
The following information presents the fair value of all investments by
type of investment as of December 31, 2003:
2003
-------------
Money Market
Mellon Bank - STIF Account $ 1,144,926
-------------
$ 1,144,926
-------------
Common Collective Trust
SEI Stable Asset Fund 15,268,178
Putnam S&P 500 Index Fund 29,624,988 *
-------------
44,893,166
-------------
Mutual Fund
Managers Special Equity Fund 8,492,658
Dreyfus Mid-Cap Value Fund 9,594,037
PIMCO Total Return Fund 14,266,157
MSIF Institutional International Equity Fund 4,634,342
Dodge & Cox Stock Fund 15,598,101
UAM/ICM Small Company Fund 7,053,532
Putnam Asset Allocation: Growth Fund 4,839,201
Putnam Asset Allocation: Balanced Fund 7,309,471
Putnam Asset Allocation: Conservative Fund 4,041,344
Putnam International Equity Fund 20,244,427 *
Putnam Investors Fund 9,073,778
Putnam Fund for Growth and Income 34,564,952 *
Putnam New Opportunities Fund 32,551,173 *
Putnam Voyager Fund 32,506,709 *
-------------
204,769,882
-------------
Guaranteed Insurance Contracts
Monumental Life Insurance Company 3,485,759
Pacific Mutual Insurance Company 1,666,713
-------------
5,152,472
-------------
Synthetic Guaranteed Contracts
Monumental Life Insurance Company 50,023,093 *
State Street Bank 35,720,834 *
-------------
85,743,927
-------------
Common Stock
Rio Tinto plc ADRs 14,597,746
-------------
Pending Account
Pending Account 79,326
-------------
Loan Fund
Participant Loans 9,432,883
-------------
Total Investments $ 365,814,328
=============
* Represents 5% or more of assets available for benefits
Page 11 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. INCOME TAX STATUS
-----------------
The trust established under the Plan to hold the Plan's assets is
qualified pursuant to the appropriate section of the Internal Revenue
Code, and, accordingly, the trust's net investment income is exempt
from income taxes. The Plan is applying for a favorable tax
determination letter from the Internal Revenue Service and the Plan
Administrator believes that the Plan will qualify as designed.
5. PARTIES-IN-INTEREST TRANSACTIONS
--------------------------------
Certain Plan investments are managed by Putnam Investments. Putnam
Investments is the trustee as defined by the Plan, therefore, these
transactions qualify as party-in-interest transactions.
Transactions associated with Rio Tinto plc ADRs are considered
party-in-interest transactions since Rio Tinto plc is the parent of the
Company.
Page 12 of 17
SUPPLEMENTAL SCHEDULE
Page 13 of 17
RIO TINTO AMERICA INC. SAVINGS PLAN
FORM 5500 DETAIL SCHEDULE
Schedule H, line 4i - Schedule of Assets Held for Investment Purposes at December 31, 2003
(a) (b) (c) (d) (e)
Identity of issue, borrower, Description of investment including maturity date,
lessor or similar party rate of interest, collateral, par or maturity value Cost(1) Current Value
Mellon Bank - STIF Account Money Market $ 1,144,926
--------------
SEI Stable Asset Fund Common Collective Trust 15,268,178
(2) Putnam S&P 500 Index Fund Common Collective Trust 29,624,988
--------------
Total Common Collective Trusts 44,893,166
--------------
Managers Special Equity Fund Mutual Fund 8,492,658
Dreyfus Mid-Cap Value Fund Mutual Fund 9,594,037
PIMCO Total Return Fund Mutual Fund 14,266,157
MSIF Institutional International Equity Fund Mutual Fund 4,634,342
Dodge & Cox Stock Fund Mutual Fund 15,598,101
UAM/ICM Small Company Fund Mutual Fund 7,053,532
(2) Putnam Asset Allocation: Growth Fund Mutual Fund 4,839,201
(2) Putnam Asset Allocation: Balanced Fund Mutual Fund 7,309,471
(2) Putnam Asset Allocation: Conservative Fund Mutual Fund 4,041,344
(2) Putnam International Equity Fund Mutual Fund 20,244,427
(2) Putnam Investors Fund Mutual Fund 9,073,778
(2) Putnam Fund for Growth and Income Mutual Fund 34,564,952
(2) Putnam New Opportunities Fund Mutual Fund 32,551,173
(2) Putnam Voyager Fund Mutual Fund 32,506,709
--------------
Total Mutual Funds 204,769,882
--------------
Monumental Life Insurance Company GIC, final due 06/15/05, 6.60% 3,485,759
Pacific Mutual Insurance Company GIC, due 06/15/04, 6.60% 1,666,713
--------------
Total Guaranteed Insurance Contracts 5,152,472
--------------
Monumental Life Insurance Company Synthetic GIC, Dwight Core Int Fund, no specified
maturity date, 4.8% 1,662,795
Monumental Life Insurance Company Synthetic GIC, Dwight Managed Target 2, no
specified maturity date, 4.8% 27,608,600
Monumental Life Insurance Company Synthetic GIC, Dwight Managed Target 5, no
maturity date, 4.8% 22,893,604
Monumental Life Insurance Company Wrap contract (2,141,906)
--------------
50,023,093
--------------
State Street Bank Synthetic GIC, Dwight Core Int Fund, no specified
maturity date, 4.87% 10,534,924
State Street Bank Synthetic GIC, Dwight Managed Target 2, no
specified maturity date, 4.87% 19,565,038
State Street Bank Synthetic GIC, Dwight Managed Target 5, no
maturity date, 4.87% 6,672,576
State Street Bank Wrap contract (1,051,704)
--------------
35,720,834
--------------
Total Synthetic Guaranteed Investment Contracts 85,743,927
--------------
(2) Rio Tinto plc ADRs Common Stock 14,597,746
--------------
Pending Account Pending Account 79,326
--------------
Participant Loans Loan Account 9,432,883
--------------
Total Investments $ 365,814,328
=============
(1) Cost information not required as pre Special Rule for certain participant-directed transactions
(2) Known party-in-interest
Page 14 of 17
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/ Steven Saperstein
----------------------------------
Name: Steven Saperstein
Title: Chief HR, Communications
External Affairs Officer
Date: November 2, 2005
Page 15 of 17
Exhibit Description
------- -----------
23.1 Consent of PricewaterhouseCoopers LLP
Page 16 of 17