UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 11-K
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Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
(Mark one)
[X] ANNUAL report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2004
or
[_] Transition report pursuant to Section 15(d) of the Securities Exchange Act
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:
KENNECOTT CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
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 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
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 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
TABLE OF CONTENTS
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PAGE
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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 - 14
Supplemental Schedule - Schedule H, Part IV, line 4i -
Schedule of Assets (Held at End of Year) as of December 31, 2004 15 - 16
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 Kennecott Corporation Savings Plan for Hourly Employees.
Page 3 of 20
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Plan Administrator (Vice President Human Resources of
Kennecott Utah Copper Corporation)
Kennecott Corporation Savings Plan for Hourly Employees
We have audited the accompanying statement of assets available for benefits of
the Kennecott Corporation Savings Plan for Hourly Employees (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 Kennecott
Corporation Savings Plan for Hourly Employees 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 20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
the Kennecott Corporation Savings Plan for Hourly Employees
In our opinion, the accompanying statement of assets available for benefits
presents fairly, in all material respects, the assets available for benefits
of the Kennecott Corporation Savings Plan for Hourly Employees (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 responsibility 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 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
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2004 2003
-------------------------------
ASSETS
------
Investments (note 2) $ 44,832,506 $ 44,184,371
-------------------------------
Receivables:
Employee contributions 83,242 85,056
Employer contributions 25,203 25,771
-------------------------------
Total receivables 108,445 110,827
-------------------------------
Assets available for benefits $ 44,940,951 $ 44,295,198
===============================
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See accompanying notes to financial statements.
Page 6 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004
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ADDITIONS TO ASSETS ATTRIBUTED TO:
Contributions:
Employee $ 2,231,329
Employer 627,191
------------
Total contributions 2,858,520
------------
Investment income:
Net appreciation in fair value of investments 2,516,167
Interest and dividends 1,035,586
------------
Total investment income 3,551,753
------------
Total additions 6,410,273
------------
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Benefits paid to participants 5,764,414
Administrative expenses 106
------------
Total deductions 5,764,520
------------
Increase in assets available for benefits 645,753
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 44,295,198
------------
End of year $ 44,940,951
============
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See accompanying notes to financial statements.
Page 7 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF The following brief description of the Kennecott
THE PLAN Corporation Savings Plan for Hourly Employees (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 all
full-time hourly employees who are represented by or
included in a collective bargaining unit of Kennecott
Utah Copper Corporation and its affiliates
(collectively, the Company), as defined in the Plan
document. Eligible employees can participate in the
Plan immediately after completing three months of
continuous service. Kennecott Utah Copper Corporation
is an indirect wholly owned subsidiary of Rio Tinto
America Inc., which is an indirect wholly owned
subsidiary of Rio Tinto plc (the Parent). 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 19% 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. 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.
The Company matches the participant's contributions
to the Plan at 50%, up to the first 6% of their
eligible compensation. Matching contributions are
recorded on the date the related participant
contributions are withheld.
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Page 8 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
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1. DESCRIPTION OF PARTICIPANT ACCOUNTS
THE PLAN Individual accounts are maintained for each Plan
CONTINUED 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, synthetic
guaranteed investment contracts and common stock of
the Parent in the form of American Depository
Receipts (ADRs).
VESTING
Participants are immediately vested in their
contributions plus actual earnings thereon. Vesting
in the Company's contribution portion of their
accounts is based on years of continuous service. A
participant is 100% cliff vested after three years of
credited service.
PAYMENT OF BENEFITS
On termination of service due to death, disability,
or retirement, participants or their beneficiaries
may elect to receive a lump-sum distribution in an
amount 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.
FORFEITED ACCOUNTS
Forfeited non-vested participant account balances may
be used to reduce future Company contributions to the
Plan. Forfeitures utilized for these purposes during
the year ended December 31, 2004 totaled $43,082.
Forfeitures were $14,970 for the year ended December
31, 2004. As of December 31, 2004 and 2003, the
balance of the forfeiture account was $13,828 and
$41,940, respectively.
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Page 9 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
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2. SUMMARY OF BASIS OF PRESENTATION
SIGNIFICANT The financial statements of the Plan have been
ACCOUNTING prepared 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 benefit 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.
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 shown in the statement of changes in
assets available for benefits of the Plan.
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Page 10 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
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 2004, the
Company paid all investment management fees related
to these fund managers.
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
Loans are not permitted to be made to participants in
the Plan.
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
30,627.477 and 33,554.390 shares, respectively, of
common stock of Rio Tinto plc, with a cost basis of
$2,144,056 and $2,215,912, respectively. During the
year ended December 31, 2004, the Plan recorded
dividend income of $85,054.
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Page 11 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
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
------------------------
SEI Stable Asset Fund $ 3,726,143 $ 4,697,103
Putnam S&P 500 Index Fund 3,606,189 3,558,411
Putnam International Equity
Fund 2,623,143 2,429,618
Putnam Fund for Growth
and Income 5,379,788 5,228,096
Putnam New Opportunities Fund 4,661,883 5,022,937
Putnam Voyager Fund 2,568,125 2,664,377
Monumental Life Insurance
Company GIC 2,819,519 2,686,978
State Street Bank Synthetic
GIC 4,920,475 4,731,914
Rio Tinto plc ADRs 3,651,102 3,734,939
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 $ 1,951,298
Common stock 214,599
Common collective trusts 350,270
-----------
Net appreciation in investments $ 2,516,167
===========
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Page 12 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
5. PLAN The terms of the Plan may be amended, modified or
TERMINATION discontinued after the effective date of the Savings
Plan Agreement. Such amendment, modification or
discontinuance may occur pursuant to negotiations for
employees at Kennecott Utah Copper Corporation who
are represented by the labor organizations that are
jointly referred to as the Union, or as required by
law, or to gain Internal Revenue Service approval. No
change, however, shall make it possible for any part
of the funds of the Plan to be used for or diverted
for purposes other than for the exclusive benefit of
participants and/or their beneficiaries. In addition,
no change shall adversely affect the rights of any
participant with respect to contributions made prior
to the date of the change.
If the Plan is terminated in accordance with the
terms described in the preceding paragraph, each
participant's account shall become fully vested and
nonforfeitable and distribution of Plan assets shall
be made as directed by the Plan Administrator.
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 contract 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),
and synthetic guaranteed investment contracts (GICs).
The synthetic GICs are secured by underlying fixed
income assets. The average crediting interest rates
on the investment contracts were 4.54% and 4.53% for
the years ended December 31, 2004 and 2003,
respectively. Average duration for all investment
contracts was 2.96 years and 3.01 years at December
31, 2004 and 2003, respectively. The average yield
was 4.70% and 4.63% 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.
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Page 13 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
6. GUARANTEED The contract or crediting interest rates for certain
INVESTMENT stable value investment contracts are reset quarterly
CONTRACTS and are based on the market value of the portfolio of
CONTINUED 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 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).
Wrap contracts are designed to smooth out the impact
of normal market fluctuations associated with the
performance of the underlying investments. The fair
value of the synthetic GICs was $11,519,614 and
$11,147,794 as of December 31, 2004 and 2003,
respectively. The contract value of the synthetic
GICs included $287,377 and $427,914 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 Internal Revenue Service has determined and
STATUS informed the Company by a letter dated December 9,
2002, that the Plan and related trust were designed
in accordance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended
since receiving the determination letter; 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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Page 14 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
EMPLOYER IDENTIFICATION NUMBER: 13-3108078
PLAN NUMBER: 204
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 94,931 ** $ 94,931
--------------
COMMON COLLECTIVE TRUSTS:
SEI Investments SEI Stable Asset Fund ** 3,726,143
* Putnam Putnam S&P 500 Index Fund 117,351 ** 3,606,189
--------------
Total Common Collective Trusts 7,332,332
--------------
MUTUAL FUNDS:
Managers Managers Special Equity Fund 10,221 ** 924,083
Dreyfus Dreyfus Mid-Cap Value Fund 39,345 ** 1,276,758
PIMCO PIMCO Total Return Fund 149,301 ** 1,593,044
Morgan Stanley MSDW Institutional International Equity Fund 17,803 ** 373,691
Dodge and Cox Dodge and Cox Stock Fund 6,932 ** 902,716
UAM Trust Company UAM/ICM Small Company Fund 18,910 ** 694,001
* Putnam Putnam Asset Allocation: Growth Fund 30,765 ** 343,952
* Putnam Putnam Asset Allocation: Balanced Fund 37,733 ** 400,723
* Putnam Putnam Asset Allocation: Conservative Fund 26,969 ** 246,493
* Putnam Putnam International Equity Fund 110,170 ** 2,623,143
* Putnam Putnam Investors Fund 41,876 ** 533,504
* Putnam Putnam Fund for Growth and Income 276,738 ** 5,379,788
* Putnam Putnam New Opportunities Fund 108,846 ** 4,661,883
* Putnam Putnam Voyager Fund 149,832 ** 2,568,125
--------------
Total Mutual Funds 22,521,904
--------------
* 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 15 of 20
KENNECOTT CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
EMPLOYER IDENTIFICATION NUMBER: 13-3108078
PLAN NUMBER: 204
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 Managed Target 2,
Insurance Company no specified maturity date, 5.15% ** 2,049,186
Monumental Life Synthetic GIC, Dwight Managed Target 5,
Insurance Company no specified maturity date, 5.15% ** 853,315
Monumental Life
Insurance Company Wrap Contract ** (82,982)
--------------
2,819,519
--------------
Transamerica Occidental Synthetic GIC, Dwight Managed Target 5, ** 1,869,703
Life Insurance Co. no specified maturity date, 5.54%
Transamerica Occidental
Life Insurance Co. Wrap Contract ** (103,871)
--------------
1,765,832
--------------
State Street Bank Synthetic GIC, Dwight Core Int Fund, no
specified maturity date, 6.07% ** 1,801,009
State Street Bank Wrap Contract ** (74,598)
--------------
1,726,411
--------------
State Street Bank Synthetic GIC, Dwight Managed Target 2,
no specified maturity date, 3.98% ** 4,383,904
State Street Bank Synthetic GIC, Dwight Managed Target 5,
no specified maturity date, 3.98% ** 562,497
State Street Bank Wrap Contract ** (25,926)
--------------
4,920,475
--------------
Total Synthetic Guaranteed Investment Contracts 11,232,237
--------------
COMMON STOCK:
* Rio Tinto plc ADRs Common Stock 30,627 ** 3,651,102
--------------
Total Investments $ 44,832,506
==============
* 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 20
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.
KENNECOTT CORPORATION SAVINGS PLAN FOR
HOURLY EMPLOYEES
By: /s/ Robert S. Light
-----------------------------------------
Name: Robert S. Light
Title: Chief Financial Officer
Kennecott Utah Copper Corporation
Date: April 25, 2006
Page 17 of 20
Exhibit Description
------- -----------
23.1 Consent of Tanner LC
23.2 Consent of PricewaterhouseCoopers LLP
Page 18 of 20