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, 2004 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 21 RIO TINTO AMERICA INC. SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004 TOGETHER WITH REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS Page 2 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN Table of Contents -------------------------------------------------------------------------------- Page ---- Report of Independent Registered Public Accounting Firm (Tanner LC) 4 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) 5 Financial Statements: Statements of Assets Available for Benefits as of December 31, 2004 and 2003 6 Statement of Changes in Assets Available for Benefits for the year ended December 31, 2004 7 Notes to Financial Statements 8 - 15 Supplemental Schedule - Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2004 16 - 17 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 21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Rio Tinto America Inc. Savings Plan Investment Committee and the Rio Tinto America Inc. Benefits Committee Rio Tinto America Inc. Savings Plan We have audited the accompanying statement of assets available for benefits of the Rio Tinto America Inc. Savings Plan (the Plan) as of December 31, 2004 and the related statement of changes in assets available for benefits for the year then ended. 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 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. 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 audit provides 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, 2004, and the changes in assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles. Our audit of the financial statements was 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, 2004 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 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Tanner LC Salt Lake City, Utah February 22, 2006 Page 4 of 21 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 presents fairly, in all material respects, the assets available for benefits of the Rio Tinto America Inc. Savings Plan (the "Plan") at December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Plan's management. Our responsiblity is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement 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. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Salt Lake City, Utah September 23, 2005 Page 5 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS December 31, -------------------------------------------------------------------------------- 2004 2003 -------------------------------- Assets Investments (note 2) $399,342,069 $365,814,328 -------------------------------- Receivables: Employee contributions 23,887 42,809 Employer contributions 14,387 23,338 -------------------------------- Total receivables 38,274 66,147 -------------------------------- Assets available for benefits $399,380,343 $365,880,475 ================================ -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 6 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2004 -------------------------------------------------------------------------------- ADDITIONS TO ASSETS ATTRIBUTED TO: Transfer from the U.S. Borax Inc. 401(k) Plan for Hourly Employees $ 286,993 ------------ Contributions: Employee 19,026,033 Employer 9,943,511 ------------ Total contributions 28,969,544 ------------ Investment income: Net appreciation in fair value of investments 24,729,306 Interest and dividends 9,857,741 ------------ Total investment income 34,587,047 ------------ Total additions 63,843,584 ------------ DEDUCTIONS FROM ASSETS ATTRIBUTED TO: Benefits paid to participants 30,343,694 Administrative expenses 22 ------------ Total deductions 30,343,716 ------------ Increase in assets available for benefits 33,499,868 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 365,880,475 ------------ End of year $399,380,343 ============ -------------------------------------------------------------------------------- See accompanying notes to financial statements. Page 7 of 21 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), 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 $13,000 ($16,000 for participants over age 50) for the year ended December 31, 2004. Participants may also elect to make an after-tax contribution 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 21 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) 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 received a match of 25%, 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 contribution, 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 a money market fund, common collective trusts, mutual funds, guaranteed investment contracts, synthetic guaranteed investment contracts and common stock of the Parent in the form of American Depository Receipts (ADRs). -------------------------------------------------------------------------------- Page 9 of 21 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 employees are changed from union to non-union status during the year, their account balances are transferred from the union plan to this Plan. For the year ended December 31, 2004, transfers from the U.S. Borax Inc. 401(k) Plan for Hourly Employees totaled $286,993. 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. These amounts may be used to reduce future Company contributions to the Plan. During the year ended December 31, 2004, the forfeiture account earned $3,407 and forfeitures utilized to reduce Company contributions totaled $64,583. 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. Additional forfeitures that became available for general use for the year ended December 31, 2004 totaled $32,799. As of December 31, 2004 and 2003, the balance in the forfeiture account was $32,460 and $60,837, respectively. -------------------------------------------------------------------------------- Page 10 of 21 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. POLICIES USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with U.S. generally accepted accounting principles requires Plan 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. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value (generally quoted market price) except for its benefit-responsive guaranteed investment contracts, which are valued at contract value (see Note 6). Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Participant loans are valued at their outstanding balances, which approximate fair values. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The net appreciation (depreciation) in the fair value of investments which includes realized gains (losses) and unrealized appreciation (depreciation) on those investments is presented in the statement of changes in assets available for benefits of the Plan. -------------------------------------------------------------------------------- Page 11 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 2. SUMMARY OF PAYMENTS OF BENEFITS SIGNIFICANT Benefits payments are recorded when paid by the Plan. ACCOUNTING POLICIES ADMINISTRATIVE EXPENSES Continued 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, 2004, the Company paid all investment management fees related to the 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 Administrators. Loans originated during the year ended December 31, 2004 have interest rates set at prime plus one percent. 3. PARTIES-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, 2004 and 2003, the Plan held 139,657.081 and 131,144.968 shares, respectively, of common stock of Rio Tinto plc, with a cost basis of $10,620,880 and $9,050,396, respectively. During the year ended December 31, 2004, the Plan recorded dividend income of $365,587. -------------------------------------------------------------------------------- Page 12 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 4. INVESTMENTS The Plan's investments that represented five percent or more of the Plan's assets available for benefits as of December 31, 2004 and 2003 are as follows: 2004 2003 ---------------------- Putnam S&P 500 Index Fund $31,574,647 29,624,988 Dodge and Cox Stock Fund 25,328,751 15,598,101 Putnam International Equity Fund 21,911,615 20,244,427 Putnam Fund for Growth and Income 34,634,858 34,564,952 Putnam New Opportunities Fund 32,924,760 32,551,173 Putnam Voyager Fund 29,928,356 32,506,709 Monumental Life Insurance Company Synthetic GIC 52,444,261 50,023,093 State Street Bank Synthetic GIC 39,101,619 35,720,834 During the year ended December 31, 2004, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Mutual funds $20,403,473 Common stock 1,266,189 Common collective trusts 3,059,644 ----------- Net appreciation in investments $24,729,306 =========== 5. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. -------------------------------------------------------------------------------- Page 13 of 21 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 6. GUARANTEED The Plan's guaranteed investment contracts are in a INVESTMENT stable value fund. The guaranteed investment contracts CONTRACTS are fully benefit-responsive and are stated at con- tract value (which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses). The stable value fund is invested in a money market fund, a common collective trust (the SEI Stable Asset Fund), guaranteed investment contracts (GICs), and synthetic GICs. The synthetic GICs are secured by underlying fixed income assets. The average crediting interest rates on the investment contracts were 4.61% and 4.71% for the years ended December 31, 2004 and 2003, respectively. Average duration for all investment contracts was 3.01 years and 3.00 years at December 31, 2004 and 2003, respectively. The average yield was 4.63% and 4.71% for the years ended December 31, 2004 and 2003, respectively. There are no reserves against the contract value for credit risk of the contracted issuer or otherwise. The contract or crediting interest rates for certain stable value investment contracts are 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. With respect to interest rate resets, all contracts are guaranteed that the rates will not be negative. A synthetic GIC provides 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 backed 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. These wrap contracts provide benefits withdrawals and investment exchanges at the full contract value of the synthetic contracts (principal plus accrued interest) notwithstanding the actual market value of the underlying investments (fair value plus accrued interest). -------------------------------------------------------------------------------- Page 14 OF 20 RIO TINTO AMERICA INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS CONTINUED -------------------------------------------------------------------------------- 6. GUARANTEED Wrap contracts are designed to smooth out the impact of INVESTMENT normal market fluctuations associated with the CONTRACTS performance of the underlying investments. The fair Continued value of the synthetic GICs was $93,709,918 and $88,937,537 as of December 31, 2004 and 2003, respectively. The contract value of the synthetic GICs included $2,164,038 and $3,193,610 as of December 31, 2004 and 2003, respectively, attributable to the wrap contract providers representing the amounts by which the value of the contracts is less than the value of the underlying assets. 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. -------------------------------------------------------------------------------- Page 15 OF 20 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, 2004 ----------------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) PARTY IN NUMBER OF CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT UNITS COST VALUE ---------- --------------------- ---------------------------------------------- ----------- -------- ------------------- MONEY MARKET FUND: Mellon Bank Mellon Bank - STIF Account 1,160,286 ** $ 1,160,286 -------------- COMMON COLLECTIVE TRUSTS: SEI Investments SEI Stable Asset Fund ** 11,905,589 * Putnam Putnam S&P 500 Index Fund 1,027,488 ** 31,574,647 -------------- Total Common Collective Trusts 43,480,236 -------------- MUTUAL FUNDS: Managers Managers Special Equity Fund 116,006 ** 10,488,064 Dreyfus Dreyfus Mid-Cap Value Fund 438,823 ** 14,239,808 PIMCO PIMCO Total Return Fund 1,484,117 ** 15,835,529 Morgan Stanley MSDW Institutional International Equity Fund 404,428 ** 8,488,945 Dodge and Cox Dodge and Cox Stock Fund 194,507 ** 25,328,751 UAM Trust Company UAM/ICM Small Company Fund 303,967 ** 11,155,604 * Putnam Putnam Asset Allocation: Growth Fund 548,985 ** 6,137,657 * Putnam Putnam Asset Allocation: Balanced Fund 759,950 ** 8,070,665 * Putnam Putnam Asset Allocation: Conservative Fund 450,273 ** 4,115,500 * Putnam Putnam International Equity Fund 920,269 ** 21,911,615 * Putnam Putnam Investors Fund 716,055 ** 9,122,541 * Putnam Putnam Fund for Growth and Income 1,781,629 ** 34,634,858 * Putnam Putnam New Opportunities Fund 768,731 ** 32,924,760 * Putnam Putnam Voyager Fund 1,746,112 ** 29,928,356 -------------- Total Mutual Funds 232,382,653 -------------- GUARANTEED INVESTMENT CONTRACTS: Monumental Life Insurance Company GIC, due 6/15/05, 6.6% ** 1,768,676 Pacific Mutual Insurance Company GIC, due 6/15/05, 6.0% ** 1,661,075 -------------- Total Guaranteed Investment Contracts 3,429,751 --------------* denotes a party-in-interest as defined by ERISA ** not required as investments are participant directed -------------------------------------------------------------------------------- See report of independent registered public accounting firm. Page 16 of 21 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) CONTINUED DECEMBER 31, 2004 ----------------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) PARTY IN NUMBER OF CURRENT INTEREST IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT UNITS COST VALUE ---------- --------------------- ---------------------------------------------- ----------- -------- ------------------- SYNTHETIC GUARANTEED INVESTMENT CONTRACTS: Monumental Life Synthetic GIC, Dwight Core Int Fund, no Insurance Company specified maturity date, 4.8% ** $ 1,739,737 Monumental Life Synthetic GIC, Dwight Managed Target 2, Insurance Company no specified maturity date, 4.8% ** 28,261,328 Monumental Life Synthetic GIC, Dwight Managed Target 5, Insurance Company no specified maturity date, 4.8% ** 23,961,179 Monumental Life Wrap Contract ** (1,517,983) Insurance Company State Street Bank Synthetic GIC, Dwight Core Int Fund, no specified maturity date, 4.87% ** 11,022,404 State Street Bank Synthetic GIC, Dwight Managed Target 2, no specified maturity date, 4.87% ** 21,741,538 State Street Bank Synthetic GIC, Dwight Managed Target 5, no specified maturity date, 4.87% ** 6,983,732 State Street Bank Wrap Contract ** (646,055) -------------- Total Synthetic Guaranteed Investment Contracts 91,545,880 -------------- COMMON STOCK: * Rio Tinto plc ADRs Common Stock 139,657 ** 16,648,521 -------------- Putnam Pending Account ** 41,170 -------------- Various participants Participant loans (maturing 2005 to 2031 at interest rates ranging from 5.0% to 10.5%) 1,182 ** 10,653,572 -------------- Total Investments $399,342,069 ==============* denotes a party-in-interest as defined by ERISA ** not required as investments are participant directed -------------------------------------------------------------------------------- See report of independent registered public accounting firm. Page 17 of 21 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/ Robert S. Light -------------------------------- Name: Robert S. Light Title: Rio Tinto America Inc. Director Date: April 25, 2006 Page 18 of 21 Exhibit Description ------- ----------- 23.1 Consent of Tanner LC 23.2 Consent of PricewaterhouseCoopers LLP Page 19 of 21