UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 11-K
(Mark
One)
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☒
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal
year ended December 31, 2016
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or
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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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For the
transition period from
to
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Commission
file number
001-10533
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A.
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Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
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U. S. BORAX INC. 401(K) SAVINGS &
RETIREMENT PLAN FOR REPRESENTED EMPLOYEES
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B.
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Name
of the issuer of the securities held pursuant to the plan and the address of
its principal executive office:
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Rio Tinto plc
6 St. James's
Square
London SW1Y 4AD
United Kingdom
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.
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U.
S. BORAX INC. 401(K) SAVINGS & RETIREMENT
PLAN FOR REPRESENTED EMPLOYEES
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By:
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/s/ Kathy K. Pike
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Name:
Kathy K. Pike
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Secretary-Rio
Tinto America Inc. Benefit Governance Committee
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Date:
June 28, 2017
U.S.
Borax Inc. 401(k) Savings
& Retirement Contribution Plan
for Represented
Employees
Financial Report
December 31, 2016
Report of Independent Registered Public Accounting Firm
To the Rio Tinto America Inc. Benefit
Governance Committee
U.S. Borax Inc.
401(k) Savings & Retirement Contribution Plan for Represented Employees
We have audited the accompanying statements of net assets
available for benefits of the
U.S.
Borax
Inc.
401(k)
Savings
& Retirement
Contribution Plan
for
Represented
Employees
(the “Plan”) as of December
31, 2016 and 2015, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2016. These financial statements
are the responsibility of the Plan’s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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.
The Plan is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Plan’s internal control over financial reporting. Accordingly, we express no
such opinion.
An audit also 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, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2016 and 2015, and the changes in net assets available
for benefits for the year ended December 31, 2016, in conformity with
accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying supplemental
schedules of assets (held at end of year) as of December 31, 2016 and
delinquent
participant
contributions
for the year ended
December
31,
2016,
have been subjected to audit procedures performed in
conjunction with the audit of the Plan’s financial statements. The
supplemental information is presented for the purpose of additional analysis
and is not a required part of the financial statements but include supplemental
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental information is the responsibility of the Plan’s
management. Our audit procedures included determining whether the supplemental
schedules reconcile to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental
information. In forming our opinion on the supplemental information in the
accompanying schedules, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the Department
of Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion, the
supplemental information in the accompanying schedules is fairly stated, in all
material respects, in relation to the financial statements as a whole.
/s/ Anton Collins Mitchell LLP
Denver, Colorado
June
28, 201
7
U.S.
Borax Inc. 401(k) Savings & Retirement Contribution Plan for Represented
Employees
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Statements of Net Assets
Available for Benefits
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December 31, 2016 and 2015
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2016
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2015
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Investments at fair value (Notes
3 and 4):
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Plan interest in Rio Tinto
America Inc. Savings Plan Trust
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$ 44,454, 439
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$ 42,911,621
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Receivables:
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Participant
contributions
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85,184
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-
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Employer
contributions
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33,332
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-
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Notes
from participants
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1,351,538
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1,122,241
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Total
receivables
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1,470,054
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1,122,241
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Payables:
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Fees
payable
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(23,517)
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-
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Total
payables
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(23,517)
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-
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Net assets available for
benefits
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$ 45,900,976
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$ 44,033,862
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See Report of Independent
Registered Public Accounting Firm and Notes to Financial Statements.
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U.S.
Borax Inc. 401(k) Savings & Retirement Contribution Plan for Represented
Employees
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Statement of Changes in Net
Assets Available for Benefits
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For the Year Ended December
31, 2016
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Investment results (Note 3):
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Plan
interest in Rio Tinto America Inc. Savings Plan Trust’s investment income
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$ 2,772,452
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Interest income on notes from
participants
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53,100
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Contributions:
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Participants
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2,075,120
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Participant
rollovers
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65,575
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Employer,
net of forfeitures
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768,756
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Total
contributions
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2,909,451
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Benefits paid to participants
and loans deemed distributed
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(3,723,268)
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Administrative expenses
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(12,546)
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Net
increase before transfers
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1,999,189
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Transfers to the Rio Tinto
America Inc. 401(k) Savings Plan and
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Investment
Partnership Plan (Note 1)
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(132,075)
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Net
increase after transfers
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1,867,114
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Net assets available for
benefits:
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Beginning
of the year
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44,033,862
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End
of the year
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$ 45,900,976
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See Report of Independent
Registered Public Accounting Firm and Notes to Financial Statements.
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U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Note 1. Description of
the Plan
The following description of the U.S. Borax Inc. 401(k)
Savings & Retirement Contribution Plan for Represented Employees, (the “Plan”
or the “Borax Plan”) provides only general information. Participants should
refer to the plan document, summary plan description and union agreement for a
more complete description of the Plan’s provisions.
General:
The Plan is a defined contribution plan
covering all hourly employees of U.S. Borax Inc. (the “Company” or the
“Employer”) who are represented by or included in a collective bargaining unit
of the Company (Boron or Wilmington), as defined in the plan document. Eligible
Boron employees can contribute to the Plan and receive the Company match on the
first day of the calendar month after the employee’s employment commencement
date. Eligible Wilmington employees can contribute to the Plan and receive the
Company match immediately upon employment commencement.
U.S. Borax Inc. 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 has appointed State Street Bank & Trust
Company (“State Street” or “Plan Trustee”) to be the trustee of the Plan. The
Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended.
The Plan is part of the Rio Tinto America Inc. Savings Plan
Trust (the “Master Trust”), whose assets are held with State Street. The Master
Trust was established August 1, 2010, to hold the qualified defined
contribution investment assets of the Plan and certain other benefit plans
sponsored by Rio Tinto America Holdings Inc. (and its subsidiaries). See Note 9
for subsequent changes in trustee and dissolution of the Master Trust.
Contributions:
Participants may elect, under a salary
reduction agreement, to contribute to the Plan an amount not less than one
percent and not more than 30 percent of their eligible compensation on a
before-tax basis through payroll deductions. Before-tax contributions are
limited by the Internal Revenue Code (“IRC”), which established a maximum
contribution of $18,000 ($24,000 for participants age 50 or over) for the year
ended December 31, 2016. Participants may also elect to make after-tax
contributions not less than one percent and not more than 30 percent of their
eligible compensation. Total before-tax and after-tax contributions cannot
exceed 30 percent of each participant’s eligible compensation.
The Company matches participants’ contributions. For Boron
participants, the Company matches 30 percent of the participants’
before-tax and/or after-tax contributions up to the first five percent of their
eligible compensation (match not to exceed 1.5 percent of eligible
compensation). For Wilmington participants, the Company matches 35 percent of
the participants’ before-tax and/or after-tax contributions up to the first five
percent of their eligible compensation (match not to exceed 1.75 percent of
eligible compensation).
The Company also makes Retirement Contribution Plan (“RCP”)
contributions. To be eligible for RCP contributions, the participant must be
employed by the Company for 60 days and hired after May 17, 2010 and June 17, 2011
at Boron or Wilmington, respectively. The Company contributes four percent of
the participant’s base pay, as defined.
Rollovers:
An employee can make rollover contributions
from another qualified plan or an individual retirement account (“IRA”) if
certain criteria are met as set forth in the plan document.
The Plan does not permit participants to invest rollover
contributions into the common stock of the Parent in the form of a unitized
fund with American Depository Receipts (“ADRs”) (the “Company Stock Fund” or “Employer
Stock Fund” or “Rio Tinto ADR Stock Fund”).
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 1. Description of
the Plan (Continued)
Participant accounts:
Each participant’s account is
credited with the participant’s contributions, the Company’s matching
contributions, the Company’s RCP contributions (if applicable), an allocation
of Plan earnings (losses), and administrative expenses. Allocations are based
on participant earnings (losses), 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 have the option to allocate plan contributions among various investment
options, including the Rio Tinto ADR Stock Fund. All choices vary in types of
investments, rates of return and investment risk. Participants may elect to
have all or part of their account balances and future contributions invested in
one fund, transferred to another fund, or in any combination (except as noted
below). Company RCP contributions are not eligible to be contributed to the Rio
Tinto ADR Stock Fund. Participants also have the option to invest in managed
funds that are weighted by asset class, based on the participant’s retirement
date. The funds assume participants will retire upon reaching age 65 and invest
in various collective trust and mutual funds.
The Plan limits the total amount of participant contributions
and the Company matching contributions to the Rio Tinto ADR Stock Fund to a
maximum of 20 percent of such contributions. The Plan does not permit participants
to transfer funds into the Rio Tinto ADR Stock Fund, including rollover
contributions; however, participants are permitted to transfer funds out of the
Rio Tinto ADR Stock Fund or to re-allocate their portfolio among all other funds
with the exception of the Rio Tinto ADR Stock Fund.
Vesting:
Participants are immediately vested in their
contributions and Company matching contributions plus actual earnings or losses
thereon. Vesting in the Company’s RCP contributions is graded based on completed
years of service. A participant is 100 percent vested after five completed years
of credited service, or at time of death or attainment of age 65.
Payment of benefits:
Upon termination, retirement,
death or becoming permanently disabled, participants, or their beneficiaries
may elect to receive lump-sum distributions, installment payments, or rollover
distributions in an amount equal to the value of the participants’ vested
interests in their accounts. If a participant terminates employment and the
participant’s account balance is less than $1,000, the Plan Administrator will
authorize the benefit payment in a single lump sum without the participant’s
consent. During employment, participants may withdraw account balances for
financial hardship and other in-service withdrawals, as defined.
Notes from participants:
Participants may borrow from
their total account balance a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50 percent of the participant’s total vested account
balance. Note terms range from one to five years or up to 20 years for the
purchase of a primary residence. Notes to participants are treated as a
separate investment of the participant, and all principal and interest payments
on note balances are credited to the participant account from which the note to
the participant was made. Notes from participants bear interest at rates ranging
from 4.25 percent to 5.50 percent at December 31, 2016. Principal and
interest are paid ratably through payroll deductions.
Interest rates are two percent above the prime rate at the
beginning of the last month preceding the calendar quarter in which the loan is
approved, and are fixed for the term of the loan.
Transfers:
Company employees not represented by a
collective bargaining unit (non-represented employees) participate in the Rio
Tinto America Inc. 401(k) Savings Plan and Investment Partnership Plan (the “RTAI
Plan”). If employees change from represented to non-represented status during
the year, their account balances are transferred within the Master Trust from
the Borax Plan to the RTAI Plan.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 1. Description of
the Plan (Continued)
Forfeitures:
Forfeitures are used to first restore
re-employed participants’ accounts and secondly to pay administrative expenses
and/or to reduce future Company contributions. At December 31, 2016 and 2015,
forfeited non-vested accounts were approximately $4,000 and $20,000,
respectively. Approximately $12,000 and $15,000 in forfeitures were used to
pay administrative expenses and reduce Company contributions, respectively, for
the year ended December 31, 2016.
If the distribution of a participant’s account is outstanding
for five years or more, and reasonable efforts were made to locate the
participant, such participant’s benefit may be forfeited. Any forfeitures from
the Master Trust can be utilized to reinstate benefits should a participant or
beneficiary make a claim for the forfeited benefit.
Note 2
.
Summary of Significant Accounting
Policies
Basis of presentation:
The financial statements of the
Plan reflect transactions on the accrual basis of accounting.
Use of estimates:
The preparation of the financial
statements in conformity with accounting principles generally accepted in the
United States of America requires plan management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosures of contingent assets and liabilities and changes therein, at the
date of the financial statements, and additions and deductions during the
reporting period. Actual results could differ from those estimates.
Concentrations, risks and uncertainties:
The Master
Trust invests in various investment securities. Investment securities are
exposed to various risks, such as interest rate, market, currency exchange
rate, and credit risks. 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 net assets available for benefits. The Plan’s investments in
the Invesco Stable Value Fund and Dodge and Cox Stock Fund represent 37.5 percent
and 10.3 percent of the Plan’s total interest in the Master Trust, respectively,
at December 31, 2016. The Plan’s investments in the Invesco Stable Value Fund
and Dodge and Cox Stock Fund represent 38.4 percent and 10.2 percent of the
Plan’s total interest in the Master Trust, respectively, at December 31, 2015. The
Rio Tinto America Inc. Savings Plan Investment Committee (“Investment
Committee”) monitors investment performance on a quarterly basis.
Investment valuation and income recognition:
Investments are reported at fair value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The Plan’s
Investment Committee determines the Plan’s valuation policies utilizing
information provided by the investment advisors and Plan Trustee. See Note 4
for a discussion of fair value measurements.
Interest income is recorded on the accrual basis, and
dividends are recorded on the ex-dividend date. Net appreciation (depreciation)
includes gains and losses on investments bought and sold as well as held during
the year. Realized gains and losses related to sales of investments are
recorded on a trade-date basis. Investment income (loss) is allocated to the
Plan based upon its pro rata share in the net assets of the Master Trust.
Expenses are allocated to the Plan based on actual costs incurred and its pro
rata share in the net assets of the Master Trust.
Payment of benefits:
Benefits are recorded when paid
by the Plan.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 2
.
Summary of Significant Accounting
Policies (Continued)
Contributions
: Employee contributions, related
matching contributions, and RCP contributions are recorded when withheld from
the participants’ compensation.
Administrative expenses:
Certain investment advisor, legal and other administrative fees were paid from
the Plan for the year ended December 31, 2016. The Company provides accounting
and other services for the Plan at no cost to the Plan. All other expenses
related to administering the Plan were paid by the Company, and were excluded
from these financial statements.
The Master Trust has several
fund managers that manage the investments held by the Plan. Fees for certain
investment fund management services are included as a reduction of the return
earned on each fund. These fees, net of expected revenue sharing, range from
0.04 percent to 0.99 percent of investment fund balances. The fees related to
transaction costs associated with the purchase or sale of Rio Tinto plc common
stock ADRs are paid by the participants.
Certain fees have been
withdrawn from participant accounts, and are held in a clearing account until
they can be paid out to the service providers. These balances are recorded as a
Plan payable.
Notes from participants:
Notes from participants are
measured at their unpaid principal balance plus any accrued but unpaid
interest. No allowance for credit losses has been recorded at December 31, 2016
or 2015. Defaulted notes from participants are recorded as a distribution in
the year of default. Interest income from loans is recorded on the accrual
basis.
Accounting guidance requires that participant loans be
classified as notes from participants, which are segregated from plan
investments. Notes from participants have been classified as an investment
asset for Form 5500 reporting purposes.
Subsequent
events:
The
Plan Administrator has evaluated subsequent events through
June 28, 2017
, which is the date the financial
statements were available to be issued. See Note 9.
New accounting pronouncements:
In February 2017, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU”) 2017-06
Plan Accounting: Defined Benefit Pension Plans (Topic
960), Defined Contribution Pension Plans (Topic 962), Health and Welfare
Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting
. For
each master trust in which a plan holds an interest, the amendments in this
update require a plan’s interest in that master trust and any change in that
interest to be presented in separate line items. The amendments in this update
remove the requirement to disclose the percentage interest in the master trust
for plans with divided interests and require that all plans disclose the dollar
amount of their interest in each of those general types of investments, which
supplements the existing requirement to disclose the master trust’s balances in
each general type of investments. The amendments in this update require all
plans to disclose their master trust’s other asset and liability balances and
the dollar amount of the plan’s interest in each of those balances. Lastly, the
amendments in this update remove the redundancy in investment disclosures
related to 401(h) account assets. The amendments in this update are effective
for fiscal years beginning after December 15, 2018 and are to be applied
retroactively. Early adoption is permitted. Management has elected to adopt ASU
2017-06 for the 2016 plan year. The adoption of this ASU did not have a
material impact on the financial statements.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 3. Plan Interest in
the Rio Tinto America Inc. Savings Plan Trust
The Plan’s investments are included in the investments of the
Master Trust. Each participating retirement plan has a divided interest in the
Master Trust (based on the investment direction by plan participants in the
various investment options offered through the Master Trust). The value of the
Plan’s interest in the Master Trust is based on the beginning of year value of
the Plan’s interest in the Master Trust plus actual contributions and allocated
investment income (loss) less actual distributions, and allocated administrative
expenses. Investment income (loss), investment management fees and other direct
expenses relating to the Master Trust are allocated to the individual plans
based on the average daily balances. Accrued income, pending trades, and
accrued expenses were de minimus at December 31, 2016 and 2015, and are
included in the investment balances below. The Plan’s interest in the Master
Trust was 6.4 percent and 6.1 percent at December 31, 2016 and 2015,
respectively. The Master Trust also includes the investment assets of the
following retirement plans:
·
RTAI Plan,
·
Kennecott Utah Copper Savings Plan for Represented Employees, and
·
Rio Tinto Alcan 401(k) Savings Plan for Former Employees.
The following is a summary of the Master Trust assets, the
Plan’s divided interest in the assets of the Master Trust, and the Plan’s
divided interest percentage ownership of the Master Trust assets at December
31, 2016 and 2015:
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December 31, 2016
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Plan’s Percent
Interest in
Master Trust
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Master Trust
Assets
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Plan’s Interest
in Master Trust
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Investments at
fair value:
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Mutual
funds
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$ 383,615,539
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$ 21,158,889
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5.5
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Stable
value fund: collective investment trust
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149,603,512
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16,686,886
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11.2
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Collective
trust funds
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135,641,433
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4,197,733
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3.1
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Rio Tinto
plc common stock ADRs
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24,212,261
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1,865,955
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7.7
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Government
Short-Term Investment Fund
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5,270,515
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544,976
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10.3
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Net assets
available for benefits
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$ 698,343,260
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$ 44,454,439
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6.4
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December 31, 2015
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Plan’s Percent
Interest in
Master Trust
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Master Trust
Assets
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Plan’s Interest
in Master Trust
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Investments at
fair value:
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Mutual
funds
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$ 379,642,576
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$ 20,174,293
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5.3
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Stable
value fund: collective investment trust
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152,154,360
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16,480,239
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10.8
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Collective
trust funds
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140,743,623
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4,060,161
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2.9
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Rio Tinto
plc common stock ADRs
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19,922,030
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1,675,936
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8.4
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Government
Short-Term Investment Fund
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4,627,489
|
501,215
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10.8
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Interest-bearing cash
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684,263
|
19,777
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2.9
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Net assets
available for benefits
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$ 697,774,341
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$ 42,911,621
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6.1
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U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 3. Plan Interest in
the Rio Tinto America Inc. Savings Plan Trust (Continued)
The following are changes in net assets for the Master Trust
for the year ended December 31, 2016:
Investment results:
|
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Appreciation
in fair value of investments, net of investment management fees
|
$ 41,303,995
|
Interest
and dividends
|
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13,191,867
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Net investment results
|
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54,495,862
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Net transfers
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(53,926,943)
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Increase in net assets
|
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568,919
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Net assets:
|
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Beginning
of year
|
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697,774,341
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End
of year
|
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$ 698,343,260
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Note 4. Fair Value Measurements
Accounting guidance provides the framework for measuring fair
value. The framework provides a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy are described as follows:
Level 1: Inputs
to the valuation methodology are unadjusted quoted prices for identical assets
or liabilities in active markets that the Plan has the ability to access.
Level 2: Inputs
to the valuation methodology include quoted market prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or
liabilities in inactive markets; inputs other than quoted prices that are
observable for the asset or liability; and inputs that are derived principally
from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input
must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation
methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within
the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. Valuation techniques used need to
maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following is a description of the valuation methodologies
used for assets measured at fair value. There have been no significant changes
in the methodologies used at December 31, 2016 and 2015.
Mutual funds:
Mutual funds are valued at the daily
closing price as reported by the fund. Mutual funds held by the Master Trust
are open-end mutual funds that are registered with the U.S. Securities and Exchange
Commission. These funds are required to publish their daily net asset value (“NAV”)
and to transact at that price. The mutual funds held by the Master Trust are
deemed to be actively traded.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 4. Fair Value
Measurements (Continued)
Stable value fund: collective investment trust:
The
stable value fund is valued at NAV per unit as a practical expedient, which is
calculated based on the fair values of the underlying funds. This practical
expedient would not be used if it is determined to be probable that the fund
will sell the investment for an amount different from the reported NAV. The
underlying funds include synthetic guaranteed investment contracts (“GICs”) and
traditional GICs, for which contract value is used as the fair value, since contract
value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. Participant transactions
(purchases and sales) may occur daily. If the Plan initiates a full redemption
of the fund, the issuer reserves the right to require 12 months’ notification
in order to ensure that security liquidations will be carried out in an orderly
manner.
Collective trust funds:
The
collective trust funds are valued at the NAV per unit as a practical expedient,
which is based on the fair values of the underlying funds using a market
approach. This practical expedient would not be used if it is determined to be
probable that the fund will sell the investment for an amount different from
the reported NAV. Underlying equity investments for which market quotations are
readily available are reported at the last reported sale price on their
principal exchange, market or system on valuation date, or official close price
of certain markets. If no sales are reported for that day, investments are
valued at the last published sales price, the mean between the last reported
bid and asked prices, or at fair value as determined in good faith by the
trustee of the fund. Underlying short-term investments are stated at amortized
costs, which approximates fair value. Underlying registered investment
companies or collective investment funds are valued at their respective NAV.
Underlying fixed income investments are valued based on the basis of valuations
furnished by independent pricing services. In the event current market prices
or quotations are not readily available or deemed unreliable by the fund
trustee, the fair value of the underlying fund will be determined in good faith
by the fund trustee using alternative fair valuation methods. Participant
transactions (purchases and sales) may occur daily. There are no restrictions
on redemption.
Rio Tinto plc common stock ADRs:
Rio Tinto plc common
stock ADRs are valued at the closing price reported on the active market on
which individual securities are traded. The fund includes a cash component,
which is valued at $1 per unit.
Government short-term investment fund (“STIF”):
Consists of the State Street Global Advisors (“SSgA”) Government STIF which
seeks to maximize current income, to the extent consistent with the
preservation of capital and liquidity and the maintenance of a stable $1.00 per
share NAV, by investing in U.S. dollar-denominated money market securities.
Interest-bearing cash:
Interest-bearing cash is valued
at cost plus accrued income, which approximates fair value measured by similar
assets in active markets.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 4. Fair Value
Measurements (Continued)
The following tables set forth, by level within the fair
value hierarchy, the Master Trust’s fair value measurements at December 31, 2016
and 2015:
|
Assets at Fair Value as of December 31,
2016
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Mutual funds
|
$ 383,615,539
|
$ -
|
$ -
|
$ 383,615,539
|
Rio Tinto plc
common stock ADRs (Note 5)
|
24,212,261
|
-
|
-
|
24,212,261
|
Government
Short-Term Investment Fund
|
-
|
5,270,515
|
-
|
5,270,515
|
Total assets in
the fair value hierarchy
|
$ 407,827,800
|
$ 5,270,515
|
$ -
|
$ 413,098,315
|
|
|
|
|
|
Investments
measured at net asset value (a):
|
|
|
|
|
Stable value
fund: collective investment trust
|
|
|
|
149,603,512
|
Collective
trust funds
|
|
|
|
135,641,433
|
Total
investments measured at net asset value
|
|
|
|
285,244,945
|
|
|
|
|
|
Investments at
fair value
|
|
|
|
$ 698,343,260
|
|
Assets at Fair Value as of December 31,
2015
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Mutual funds
|
$ 379,642,576
|
$ -
|
$
-
|
$ 379,642,576
|
Rio Tinto plc
common stock ADRs (Note 5)
|
19,922,030
|
-
|
-
|
19,922,030
|
Government
Short-Term Investment Fund
|
-
|
4,627,489
|
-
|
4,627,489
|
Interest-bearing
cash
|
684,263
|
-
|
-
|
684,263
|
Total assets in
the fair value hierarchy
|
$ 400,248,869
|
$ 4,627,489
|
$
-
|
$ 404,876,358
|
|
|
|
|
|
Investments
measured at net asset value (a):
|
|
|
|
|
Stable value
fund: collective investment trust
|
|
|
|
152,154,360
|
Collective
trust funds
|
|
|
|
140,743,623
|
Total
investments measured at net asset value
|
|
|
|
292,897,983
|
|
|
|
|
|
Investments at
fair value
|
|
|
|
$ 697,774,341
|
(a)
In
accordance with Subtopic 820-10, certain investments that are measured at fair
value using the net asset value per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy. The fair value amounts
presented in this table are intended to permit reconciliation of the fair value
hierarchy to the amounts presented in the statements of net assets available
for benefits.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 4. Fair Value
Measurements (Continued)
The methods described above may produce a fair value
calculation that may not be indicative of net realizable value or reflective of
future fair values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the
reporting date.
The availability of observable
market data is monitored to assess the appropriate classification of financial
instruments within the fair value hierarchy. Changes in economic conditions or
model-based valuation techniques may require the transfer of financial
instruments from one fair value level to another. In such instances, the
transfer is reported at the beginning of the reporting period. The Master Trust
evaluates the significance of transfers between levels based upon the nature of
the financial instrument and size of the transfer relative to total net assets
available for benefits. For the year ended December 31, 2016, there was an immaterial
transfer between level 2 and level 1, related to the interest-bearing cash and Government
STIF balances.
The Master Trust follows guidance on how entities should
estimate fair value of certain alternative investments. The fair value of
investments within the scope of the guidance can be determined using NAV per
share as a practical expedient, when fair value is not readily determinable;
unless it is probable the investment will be sold at something other than NAV.
The following table includes categories of investments within
the Master Trust where NAV is available as a practical expedient:
|
Fair Value as of December 31
|
Redemption
|
Redemption
|
|
2016
|
2015
|
Frequency
|
Notice Period
|
Stable value
fund:
|
|
|
|
|
Invesco stable value trust
|
$ 149,603,512
|
$ 152,154,360
|
Daily
|
12 months for full liquidation
|
Collective trust
funds:
|
|
|
|
|
Bond investments
|
22,922,124
|
29,535,725
|
Daily*
|
None
|
Commodities futures market
|
4,284,085
|
3,592,835
|
Daily*
|
None
|
Foreign
|
23,921,864
|
26,598,863
|
Daily*
|
None
|
Large cap
|
60,225,709
|
55,238,243
|
Daily*
|
None
|
Real estate
|
3,205,616
|
3,451,200
|
Daily*
|
None
|
Small-mid cap
|
11,341,299
|
17,044,610
|
Daily*
|
None
|
U.S. fixed-income securities
|
9,740,736
|
3,393,516
|
Daily*
|
None
|
U.S. money market securities (b)
|
-
|
1,888,631
|
Daily*
|
None
|
*The fund
trustee, in its sole discretion, reserves the right to value any contributions
or withdrawals as of the next succeeding valuation date or another date as the
fund trustee deems appropriate.
(b)
The fund seeks to maximize current income, to the extent
consistent with the preservation of capital and liquidity and the maintenance
of a stable $1.00 per share NAV, by investing in U.S. dollar-denominated money
market securities.
There are no unfunded commitments
related to the categories of investments where NAV is available as a practical
expedient.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 5. Related Party
and Parties-in-Interest Transactions
The Master Trust is managed by State Street. Therefore, certain
transactions within the Master Trust qualify as party-in-interest transactions.
The Master Trust also holds certain investments that are managed by SSgA, the
investment management division of State Street. Fees paid by the Master Trust
or Plan for investment management services to State Street or SSgA were
included as a reduction of the return earned on each investment.
The Master Trust invests in Rio Tinto plc common stock ADRs.
The Master Trust held 628,783 and 678,951 shares of Rio Tinto plc common stock
ADRs at December 31, 2016 and 2015, respectively, valued at $38.46 and $29.12,
respectively. The cash component of this fund was approximately $68,000 and
$151,000 at December 31, 2016 and 2015, respectively. During the year ended
December 31, 2016, purchases and sales of shares by the Master Trust totaled
approximately $4,719,000 and $1,204,000, respectively. As of December 31, 2016
and 2015, the Plan held notes receivable from participants totaling approximately
$1,352,000 and $1,122,000, respectively. These transactions qualify as
party-in-interest transactions, which are exempt from prohibited transaction
rules.
Note 6. Plan Termination
Although it has not expressed any intent 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 of ERISA. In the event of
termination, all participants would become fully vested in their accounts.
Note 7. Tax Status
The Internal Revenue Service has determined and informed the Company
by a letter dated November 30, 2015, that the Plan and related trust were
designed in accordance with the applicable requirements of the IRC. 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 IRC and
therefore believe the Plan and the related trust are tax-exempt.
The Plan Administrator has evaluated
the Plan’s tax positions and concluded the Plan had maintained its tax-exempt
status and had taken no uncertain tax positions which require adjustment to the
financial statements. Therefore, no provision or liability for income taxes has
been included in the financial statements. The Plan is subject to routine
audits by taxing jurisdictions; however, there are currently no audits for any
tax years in progress.
Note 8. Delinquent Participant Contributions
The
Company erroneously failed to remit participant contributions and participant
loan repayments to the Plan on a timely basis totaling approximately $744,000
and $1,000 for the years ended December 31, 2013 and 2014, respectively. During
the year ended December 31, 2016, the Company remitted lost earnings on the
2013 and 2014 delinquent contributions, and filed the correction under the
Voluntary Fiduciary Correction Program (“VFCP”). The VFCP application has been
received by the Department of Labor and is currently under review. The Plan had
previously reported late contributions of approximately $204,000 for the year
ended December 31, 2015; however, during the VFCP filing process, the Company
determined that these contributions were not considered to be late.
U.S. Borax Inc. 401(k) Savings & Retirement Contribution
Plan for Represented Employees
Notes to Financial Statements
Note 8.
Delinquent Participant Contributions (Continued)
The
Company also erroneously failed to remit participant contributions and
participant loan repayments totaling approximately $687,000 to the Plan on a
timely basis for the year ended December 31, 2016. The Company remitted lost
earnings and filed under the VFCP for late contributions totaling approximately
$585,000 during the year ended December 31, 2016. The Company is in the process
of calculating and remitting lost earnings on the remaining 2016 delinquent
contributions, totaling approximately $103,000, and has begun the process of
filing under the VFCP. See the accompanying supplemental Schedule of Delinquent
Participant Contributions.
Note 9. Subsequent Events
The Rio Tinto America Inc.
Benefit Governance Committee and the
Investment Committee decided to transition the custodial and recordkeeping
functions from State Street and Xerox HR Solutions, respectively, to Prudential
Retirement Insurance and Annuity Company. This transition occurred on February
1, 2017. In order to facilitate this transition, a blackout period was
established and enforced. For the period from 4:00 PM on January 31, 2017
through February 13, 2017 (the blackout period), participants were unable to
direct or diversify investments in their individual accounts, obtain a loan or
receive a distribution from the Plan. During the transition, the Master Trust
was dissolved and the Plan reverted to stand alone trust and plan accounting.
Effective January 1, 2017 and February 1, 2017, the Plan was
amended for minor changes to various plan provisions including eligibility,
elapsed time for determining breaks in service, a formal loan policy and timing
of distributions upon termination, death or disability.
U.S.
Borax Inc. 401(k) Savings & Retirement Contribution Plan for Represented
Employees
|
|
|
Schedule H
, Part IV, Line
4i—Schedule of Assets (Held at End of Year)
|
|
December 31, 2016
|
|
|
|
|
|
EIN: 98-0047580
|
|
Plan Number: 007
|
|
|
|
Description of Asset
|
Fair Value
|
|
|
Notes from participants, due in
various amounts through July 2034, with interest
|
|
rates
ranging from 4.25% to 5.50%*
|
$ 1,351,538
|
|
|
*Party-in-interest transaction
considered exempt by the Department of Labor.
|
|
|
|
|
|
|
|
See Report of Independent
Registered Public Accounting Firm and Notes to Financial Statements.
|
U.S.
Borax Inc. 401(k) Savings & Retirement Contribution Plan for Represented
Employees
|
|
Schedule H, Part IV
, Line
4a—Schedule of Delinquent Participant Contributions
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
EIN: 98-0047580
|
|
|
|
Plan Number: 007
|
|
|
|
|
|
|
|
|
Participant Contributions
Transferred Late to Plan
|
Total That Constitute Nonexempt
Prohibited Transactions
|
|
Check Here if Late
Participant Loan
Repayments Are
Included:
⊠
|
Contributions
Not Fully
Corrected**
|
Contributions
Corrected Outside
the Voluntary
Fiduciary
Correction Program
(VFCP)
|
Contributions
Pending
Correction in
VFCP
|
Total Fully
Corrected Under
VFCP and
Prohibited
Transaction
Exemption
2002-51
|
|
|
|
|
|
2013
|
$ -
|
$
-
|
$ 744,439*
|
$ -
|
2014
|
$ -
|
$
-
|
$
852*
|
$ -
|
2016
|
$ 102,803*
|
$
-
|
$ 584,536*
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
|
*Party-in-interest transaction
|
|
|
|
|
|
|
|
|
**The Company is in the process
of calculating and remitting lost earnings on these delinquent contributions
and has begun the process of filing under the VFCP.
|
|
|
|
|
|
|
|
|
|
|
|
See Report of Independent
Registered Public Accounting Firm and Notes to Financial Statements.
|
|
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Document
|
|
|
|
23.1
|
|
Consent
of Independent Registered Public Accounting Firm
|
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