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x
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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RIO
TINTO AMERICA INC. SAVINGS PLAN
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Financial
Statements and Supplemental Schedules
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As
of December 31, 2007 and 2006 and for the Year Ended December 31,
2007
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Together
with Report of Independent Registered Public Accounting
Firm
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Page
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Report
of Independent Registered Public Accounting Firm
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3
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Financial
Statements:
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Statements
of Assets Available for Benefits as of December 31, 2007 and
2006
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4
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Statement
of Changes in Assets Available for Benefits for the Year Ended December
31, 2007
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5
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Notes
to Financial Statements
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6 –
18
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Supplemental
Schedules:
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Schedule
H, Part IV, Line 4i –Schedule of Assets (Held at End of
Year)
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19
– 20
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Schedule
H, Part IV, Line 4a – Schedule of Delinquent Contributions
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21
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| 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. |
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2007
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2006
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Assets
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Investments,
at fair value
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$ | 548,081,765 | $ | 492,524,167 | ||||
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Receivables:
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Employee
contributions
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408,949 | 59,524 | ||||||
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Employer
contributions
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409,721 | 30,838 | ||||||
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Total
receivables
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818,670 | 90,362 | ||||||
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Assets
available for benefits, at fair value
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548,900,435 | 492,614,529 | ||||||
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Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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690,931 | 1,326,661 | ||||||
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Assets
available for benefits
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$ | 549,591,366 | $ | 493,941,190 | ||||
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Additions
to assets attributed to:
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Investment
income:
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Net
appreciation in fair value of investments
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$ | 24,234,903 | ||
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Interest
and dividends
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38,347,129 | |||
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Total
investment income
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62,582,032 | |||
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Contributions:
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Employee
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28,752,832 | |||
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Employer
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14,089,104 | |||
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Total
contributions
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43,841,936 | |||
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Transfers:
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From
the U.S. Borax Inc. 401(k) Plan for Hourly Employees
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386,016 | |||
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From
the Kennecott Corporation Savings Plan for Hourly
Employees
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1,171,841 | |||
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Total
transfers
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1,557,857 | |||
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Total
additions
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106,981,825 | |||
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Deductions
from assets attributed to:
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Benefits
paid to participants
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51,313,441 | |||
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Administrative
expenses
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18,208 | |||
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Total
deductions
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51,331,649 | |||
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Net
increase in assets available for benefits
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55,650,176 | |||
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Assets
available for benefits:
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Beginning
of year
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493,941,190 | |||
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End
of year
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$ | 549,591,366 | ||
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1. Description
of
the Plan
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The
following brief description of the Rio Tinto 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.
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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.
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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 $15,500 ($20,500 for participants
over age 50) for the year ended December 31, 2007. 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 each participant's
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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1. Description
of
the Plan
Continued
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Contributions -
Continued
During
the year ended December 31, 2007, the Company matching contributions
criteria for the Plan was changed. Effective April 1, 2007 for
new participants in the Plan (including new hires and transfers) and
October 1, 2007 for current electing employees, the Company contributes
6.0% of eligible compensation (which includes ½ 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. For communication purposes, the Company refers to this
new Company contribution as the Investment Partnership Plan
(IPP). To be eligible for the IPP, current employees as of
March 31, 2007, were required to elect not to continue to be credited with
future Benefit Service under the Company-sponsored defined benefit pension
plan, the Rio Tinto America Inc. Retirement Plan. Participants are not
required to contribute to the Plan to receive IPP contributions.
Participants are vested in IPP contributions based upon the following
schedule:
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Completed
Years of Vesting
Service
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Vested %
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One
year
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33.33%
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Two
years
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66.37%
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Three
years
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100.00%
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In
addition, the Company matches participants’ contributions to the Plan at
100%, up to the first 6% of their eligible compensation, for all locations
other than the represented hourly employees of Luzenac America,
Inc. (Effective January 1, 2007, the Luzenac America, Inc.
employees previously eligible for a Company match of 70%, up to the first
6% of their eligible compensation, became eligible for a Company match of
100%, up to the first 6% of their eligible
compensation). Participants are immediately vested in their
contributions and Company matching contributions plus actual earnings
thereon.
The
Company matches the participants’ contributions to the Plan for the
represented hourly employees of Luzenac America, Inc., not eligible for
the IPP, based on the following:
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1. Description
of
the Plan
Continued
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Contributions - Continued
· 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 who made contributions after
August 1, 2005 receive a match of 50%, up to the first 6% of eligible
compensation; and
· 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
(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.
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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.
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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, common collective trusts, common stock of the Parent in
the form of American Depositary Receipts (ADRs), and a stable value fund
consisting of a money market fund and synthetic guaranteed investment
contracts.
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1. Description
of
the Plan
Continued
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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.
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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, 2007, transfers into the Plan totaled
$1,557,857. For the year ended December 31, 2007, transfers
from the U.S. Borax Inc. 401(k) Plan for Hourly Employees totaled $386,016
and transfers from the Kennecott Corporation Savings Plan for Hourly
Employees totaled $1,171,841.
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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, 2007, $288 in
forfeitures were used to pay expenses of the Plan. Forfeitures
were $98,016 for the year ended December 31, 2007. Interest and dividends
attributable to the forfeitures were $6,570 for the year ended December
31, 2007. As of December 31, 2007 and 2006, the balance in the forfeiture
account was $203,054 and $98,756, respectively.
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2. Summary
of
Significant
Accounting
Policies
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Basis
of Presentation
The
financial statements of the Plan have been prepared on the accrual basis
of accounting in accordance with U.S. generally accepted accounting
principles.
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2. Summary
of
Significant
Accounting
Policies
Continued
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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.
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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.
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Financial
Accounting Standards Board Staff Position
As
described in 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 (the
FSP), investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value
is the relevant measurement attribute for that portion of the net assets
available for benefits of a defined-contribution plan attributable to
fully benefit-responsive investment contracts because contract value is
the amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. 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.
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2. Summary
of
Significant
Accounting
Policies
Continued
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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.
Purchases
and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the 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, and totaled
$24,234,903 for the year ended December 31, 2007 (see Note
6).
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Payments
of Benefits
Benefits
payments are recorded when paid by the Plan.
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Administrative
Expenses
The
Company pays the majority of the costs and expenses incurred in
administering the Plan. The Company provides accounting and
other services for the Plan at no cost to the Plan.
The
Plan has several fund managers that manage the investments held by the
Plan. During the year ended December 31, 2007, the Company paid
all investment management fees related to these investment
funds.
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The
investment management fees related to transaction costs associated with
the purchase or sale of Rio Tinto plc ADRs are paid by the
participants.
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2. Summary
of
Significant
Accounting
Policies
Continued
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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, 2007 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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3. Fully
Benefit-
Responsive
Investment
Contracts
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The
Plan’s investments include the Dwight Stable Value Fund. The
Dwight Stable Value Fund is invested in the following:
· A
money market fund (TBC Pooled Daily Liquidity Fund);
· A
fully benefit-responsive common collective trust (the SEI Stable Asset
Fund); and
· Fully
benefit-responsive synthetic GICs as follows:
a. Dwight
Core International Fund, no specified maturity date, 5.10%;
b. Dwight
Managed Target 2, no specified maturity date, 5.10%;
c. Dwight
Managed Target 5, no specified maturity date, 5.10%;
d. Dwight
Core International Fund, no specified maturity date, 5.00%;
e. Dwight
Managed Target 2, no specified maturity date, 5.00%; and
f. Dwight
Managed Target 5, no specified maturity date, 5.00%
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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 diversified bond
portfolios.
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3. Fully
Benefit-
Responsive
Investment
Contracts
Continued
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The
wrap contracts are obligated to provide an interest rate not less than
zero. These contracts typically provide that realized and unrealized gains
and losses on the underlying assets are not reflected immediately in the
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.
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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.
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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.
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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. With the
exception of announced efforts on the part of the Company to market the
sale of certain subsidiaries, 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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3. Fully
Benefit-
Responsive
Investment
Contracts
Continued
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Absent
the events described in the preceding paragraph, the guaranteed investment
contracts do not permit the issuers to terminate the agreements prior to
the scheduled maturity dates.
Average
duration for all investment contracts was 3.02 and 3.06 years as of
December 31, 2007 and 2006, respectively. Average yield
data for all fully benefit-responsive investment contracts as of December
31, 2007 and 2006 was as follows:
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Average
Yields
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2007
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2006
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Based
on actual earnings
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5.59 | % | 5.25 | % | |||||
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Based
on interest rate credited to participants
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4.87 | % | 5.13 | % | |||||
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4. Party-in-
Interest
Transactions
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Certain
Plan investments are managed by Putnam Investments, the Plan trustee,
therefore, these 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, 2007 and 2006, the Plan held
146,778.41 and 192,847.41 shares, respectively, of common stock of Rio
Tinto plc, with a cost basis of $23,002,104 and $24,882,253,
respectively. During the year ended December 31, 2007, the Plan
recorded dividend income of $811,150 related to the Rio Tinto plc
ADRs.
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5. Global
Securities
Lending
Program
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The
Plan participates in the State Street Bank and Trust Company S&P 500
Flagship Securities Lending Series C Fund (the Fund), a common collective
trust. The Fund invests in certain collective investment funds that
participate in the Global Securities Lending Program maintained by State
Street Bank. The State Street Bank and Trust Company Quality Funds for
Short-Term Investment Super Collateral Fund and Quality D Short-Term
Investment Fund (collectively referred to as "Cash Collateral Pools") are
cash collateral pools utilized by the underlying fund(s) for the
investment of cash collateral resulting from securities lending
activities.
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5. Global
Securities
Lending
Program
Continued
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The
Cash Collateral Pools issue and redeem their units at a price of $1.00 per
unit in accordance with their governing documents. Management of the Cash
Collateral Pools monitors the variation between the per unit market value
of each Pool's portfolio and $1.00. Independent pricing services,
quotations from bond dealers, and information with respect to bond and
note transactions may be used to assist in determining market value; such
pricing services may use valuation models or matrix pricing.
Management of the funds has reviewed the basis on which management
of the Cash Collateral Pools has determined to continue to issue and
redeem units at a price of $1.00 per unit, including among other things
current market conditions and the liquidity of the portfolio. Based on
that review, Management of the funds has continued to fair value its
holdings of units of each of the Cash Collateral Pools at $1.00 per unit.
Management of the funds will continue to review the valuation of the units
of the Cash Collateral Pools, including the basis for the valuation of
those Pools by their management, and whether it continues to be
appropriate to fair value the funds' investment in those Pools at $1.00
per unit or, alternatively, at a lower per unit fair value.
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6. Investments
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The
Plan’s investments (stated at fair value) that represented five percent or
more of the Plan’s assets available for benefits as of December 31, 2007
and 2006 are as follows:
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2007
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2006
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Assets
of the Dwight Stable Value Fund:
|
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TBC
Pooled Employee Daily Liquidity Fund
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$ | 3,423,813 | $ | 1,379,776 | ||||
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Monumental
Life Insurance Company Synthetic GICs
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61,306,152 | 59,898,110 | ||||||
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State
Street Bank Synthetic GICs
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47,120,265 | 42,668,139 | ||||||
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SEI
Stable Asset Fund
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34,900,140 | 26,349,553 | ||||||
| $ | 146,750,370 | $ | 130,295,578 | |||||
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Dodge
and Cox Stock Fund
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$ | 74,079,771 | $ | 81,940,774 | ||||
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Rio
Tinto plc ADRs
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61,632,256 | 40,978,089 | ||||||
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State
Street Bank and Trust Company S&P 500 Flagship Securities Lending
Series C Fund
|
44,303,629 | - | ||||||
|
Harbor
Capital Appreciation Fund
|
40,496,345 | - | ||||||
|
Putnam
International Equity Fund
|
39,544,736 | 36,948,039 | ||||||
|
PIMCO
Total Return Fund
|
33,516,108 | 25,108,800 | ||||||
|
Artisan
Mid Cap Fund
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30,935,150 | 21,273,436 |
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6. Investments
Continued
|
During
the year ended December 31, 2007, 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:
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Mutual
funds
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$ | (13,723,537 | ) | |
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Common
stock
|
35,564,943 | |||
|
Common
collective trusts
|
2,393,497 | |||
|
Net
appreciation
|
$ | 24,234,903 |
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7. 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.
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|
8. Income
Tax
Status
|
The
Plan does not have a determination letter from the 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.
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9. Reconciliation
of Financial
Statements to
Form 5500
|
The
following is a reconciliation of assets available for benefits as
presented in the financial statements as of December 31, 2007 and 2006 to
the Form 5500:
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2007
|
2006
|
|||||||
|
Assets
available for benefits as presented in the financial
statements
|
$ | 549,591,366 | $ | 493,941,190 | ||||
|
Adjustment
from contract value to fair value
|
(690,931 | ) | (1,326,661 | ) | ||||
|
Assets
available for benefits as presented in Form 5500
|
$ | 548,900,435 | $ | 492,614,529 | ||||
|
10.
Delinquent
Contributions
|
Subsequent
to December 31, 2007, Plan management determined that IPP contributions
totaling $6,150 had not been provided to certain new employees. In
addition, Plan management determined that IPP contributions totaling
$17,064 were calculated incorrectly. The Company has now remitted the
delinquent contributions to the Plan, plus $6,175 of interest calculated
under the guidelines of the U.S. Department of Labor’s Voluntary Fiduciary
Correction Program (see the accompanying supplemental Schedule of
Delinquent Contributions).
|
|
|
During
the year ended December 31, 2007, Plan management determined that employee
and Employer contributions totaling $24,080 for the payroll periods ended
January 15, 2006 and June 29, 2007, had not been remitted to the
Plan. As of December 31, 2007, the Plan had not paid the
delinquent contributions to the Plan. The Plan recorded a
receivable for contributions and related interest of $24,080 and $2,832,
respectively, which amounts were calculated under the guidelines of the
U.S. Department of Labor’s Voluntary Fiduciary Correction Program (see the
accompanying supplemental Schedule of Delinquent
Contributions). On January 10, 2008 and January 14, 2008, the
Company paid the delinquent contributions and interest due.
|
|
11.
Excess
Contributions
|
Subsequent
to December 31, 2007, Plan management determined that excess Employer IPP
contributions of $9,647 had been made to 38 participants. The
Plan intends to correct these excess contributions by reducing the
impacted participants' accounts.
|
|
|
12. Subsequent
Event
|
Effective
April 15, 2008, as a result of the sale of the Kennecott Greens Creek
Mining Company and the Kennecott Juneau Mining Company, the affected
participants who terminated employment with the Company were 100% vested
in the Company IPP contributions.
|
|
|
13. Recent
Accounting
Pronounce-
ments
|
In
September 2006, the Financial Accounting Standards Board (FASB) issued
Statement on Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements. SFAS 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value
and requires additional disclosures about fair value measurement. SFAS 157
is effective for financial assets and liabilities for financial statements
issued for fiscal years beginning after November 15, 2007 and for
non-financial assets and liabilities for financial statements issued for
fiscal years beginning after November 15, 2008. Plan management does
not believe the adoption of SFAS 157 will have a material impact on the
Plan’s financial statements.
In
February 2007, the FASB issued Statement on Financial Accounting Standards
No. 159 (SFAS 159), The
Fair Value Option for Financial Assets and Financial Liabilities –
including an amendment of FASB Statement No. 115. SFAS 159 provides
an option to report selected financial assets and liabilities at fair
value, which can be elected on an instrument-by-instrument basis. SFAS 159
is effective for financial statements issued for fiscal years beginning
after November 15, 2007. Plan management does not believe the
adoption of SFAS 159 will have a material impact on the Plan’s financial
statements.
|
|
(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
|
TBC
Pooled Employee Daily Liquidity Fund
|
3,423,813 |
**
|
$ | 3,423,813 | |||||||||||
|
Common
Collective Trusts:
|
||||||||||||||||
|
SEI
Investments
|
SEI
Stable Asset Fund
|
34,900,140 |
**
|
34,900,140 | ||||||||||||
|
State
Street Global Advisors
|
State
Street Bank and Trust Company
|
|||||||||||||||
| S&P 500 Flagship Securities | ||||||||||||||||
|
Lending
Series C Fund
|
1,683,844 |
**
|
44,303,629 | |||||||||||||
|
Total Common Collective Trusts
|
79,203,769 | |||||||||||||||
|
Mutual
Funds:
|
||||||||||||||||
|
PIMCO
|
PIMCO
Total Return Fund
|
3,135,277 |
**
|
33,516,108 | ||||||||||||
|
Dodge
and Cox
|
Dodge
and Cox Stock Fund
|
535,800 |
**
|
74,079,771 | ||||||||||||
|
UAM
Trust Company
|
UAM/ICM
Small Company Fund
|
478,582 |
**
|
15,860,199 | ||||||||||||
|
Wells
Fargo
|
Wells
Fargo Advantage C&B Mid Cap Value Fund
|
810,095 |
**
|
13,115,431 | ||||||||||||
|
Dodge
and Cox
|
Dodge
& Cox International Fund
|
496,005 |
**
|
22,826,154 | ||||||||||||
|
Artisan
|
Artisan
Mid Cap Fund
|
999,843 |
**
|
30,935,150 | ||||||||||||
|
*
|
Putnam
|
Putnam
Small Cap Growth CL Y Fund
|
673,778 |
**
|
13,421,657 | |||||||||||
|
*
|
Putnam
|
Putnam
International Equity Fund
|
1,425,549 |
**
|
39,544,736 | |||||||||||
|
Harbor
|
Harbor
Capital Appreciation Fund
|
1,085,402 |
**
|
40,496,345 | ||||||||||||
|
Total
Mutual Funds
|
283,795,551 | |||||||||||||||
|
*
denotes a party-in-interest as defined by ERISA
|
||||||||||||||||
|
**
not required as investments are participant directed
|
||||||||||||||||
|
(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 Insurance Company
|
Synthetic
GIC, Dwight Core Int Fund, no specified maturity date,
5.10%
|
131,787 |
**
|
$ | 1,991,536 | |||||||||||
|
Monumental
Life Insurance Company
|
Synthetic
GIC, Dwight Managed Target 2, no specified maturity date,
5.10%
|
1,902,805 |
**
|
32,084,572 | ||||||||||||
|
Monumental
Life Insurance Company
|
Synthetic
GIC, Dwight Managed Target 5, no specified maturity date,
5.10%
|
1,459,486 |
**
|
27,230,044 | ||||||||||||
|
State
Street Bank
|
Synthetic
GIC, Dwight Core Int Fund, no specified maturity date,
5.00%
|
834,957 |
**
|
12,617,721 | ||||||||||||
|
State
Street Bank
|
Synthetic
GIC, Dwight Managed Target 2, no specified maturity date,
5.00%
|
1,538,601 |
**
|
25,943,476 | ||||||||||||
|
State
Street Bank
|
Synthetic
GIC, Dwight Managed Target 5, no specified maturity date,
5.00%
|
458,752 |
**
|
8,559,068 | ||||||||||||
|
Total
Synthetic Guaranteed Investment Contracts
|
108,426,417 | |||||||||||||||
|
*
|
Rio
Tinto plc ADRs
|
Common
Stock
|
146,778 |
**
|
61,632,256 | |||||||||||
|
*
|
Putnam
|
Pending
Account
|
**
|
331,428 | ||||||||||||
|
*
|
Various
participants
|
Participant
loans (maturing 2007 to 2027 at interest rates
|
||||||||||||||
|
ranging
from 5.0% to 10.5%)
|
1,267 |
**
|
11,268,531 | |||||||||||||
|
Total Investments at Fair Value
|
$ | 548,081,765 | ||||||||||||||
|
*
denotes a party-in-interest as defined by ERISA
|
||||||||||||||||
|
**
not required as investments are participant directed
|
||||||||||||||||
|
Employee
|
|||||||||||||
|
Payroll
|
contributions
|
Nonexempt
prohibited
|
Corrective
|
||||||||||
|
Date
|
End
|
remitted
late
|
transactions
that are
|
additional
Employer
|
|||||||||
|
Remitted
|
Date
|
to
the Plan
|
corrected
outside VFCP
|
earnings
contribution
|
|||||||||
|
1/14/2008
|
6/29/2007
|
$ | 1,274 | $ | 1,274 | $ | 398 | ||||||
|
Payroll
|
Employer
|
Nonexempt
prohibited
|
Corrective
|
||||||||||
|
Date
|
End
|
match
|
transactions
that are
|
additional
Employer
|
|||||||||
|
Remitted
|
Date
|
due
|
corrected
outside VFCP
|
earnings
contribution
|
|||||||||
|
1/14/2008
|
6/29/2007
|
$ | 682 | $ | 682 | $ | 213 | ||||||
|
1/10/2008
|
1/15/2006
|
22,124 | 22,124 | 2,221 | |||||||||
|
6/11/2008
|
Various
2007
|
17,064 | 17,064 | 6,078 | |||||||||
|
5/23/2008
|
Various
2007
|
6,150 | 6,150 | 97 | |||||||||
| $ | 46,020 | $ | 46,020 | $ | 8,609 | ||||||||
|
RIO
TINTO AMERICA INC. SAVINGS PLAN
|
||
|
By:
|
/s/ Kevin
Baker_____
|
|
|
Name: Kevin
Baker
|
||
|
Chief
Legal Counsel,
|
||
| Rio Tinto America, Inc. | ||
|
Exhibit
|
||
|
Number
|
Document
|
|