UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 11-K
------------------
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[X] ANNUAL report pursuant to section 15(d) of the Securities Exchange Act of
1934
For Fiscal year ended December 31, 2006
or
[_] Transition report pursuant to Section 15(d) of the Securities Exchange Act
(No fee required)
For the transition period from _________ to ___________
Commission file number 001-10533
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
U.S. BORAX INC. 401(k) 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 22
U.S. BORAX INC.
401(k) PLAN FOR HOURLY EMPLOYEES
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2006 AND 2005
AND FOR THE YEAR ENDED DECEMBER 31, 2006
TOGETHER WITH REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Page 2 of 22
U.S. BORAX INC.
401(k) PLAN FOR HOURLY EMPLOYEES
TABLE OF CONTENTS
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PAGE
----
Report of Independent Registered Public Accounting Firm 4
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2006 and 2005 6
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2006 7
Notes to Financial Statements 8 - 17
Supplemental Schedule - Schedule H, Part IV, line 4i -
Schedule of Assets (Held at End of Year) as of December 31, 2006 18 - 19
Signature 20
Exhibits 21
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 U.S. Borax Inc. 401(k) Plan for Hourly Employees.
Page 3 of 22
215 South State Street, Suite 800
Salt Lake City, Utah 84111
Telephone (801) 532-7444
Fax (801) 532-4911
www.tannerco.com
--------------------------------------------------------------------------------
[TANNER LC LOGO]
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Plan Administrator
U.S. Borax Inc. 401(k) Plan for Hourly Employees
We have audited the accompanying statements of net assets available for benefits
of the U.S. Borax Inc. 401(k) Plan for Hourly Employees (the Plan) as of
December 31, 2006 and 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. 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. An audit includes 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 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
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 U.S. Borax
Inc. 401(k) Plan for Hourly Employees as of December 31, 2006 and 2005, and the
changes in net assets available for benefits for the year ended December 31,
2006, in conformity with U.S. generally accepted accounting principles.
As described in Note 2, the Plan adopted 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, as of December 31, 2006.
Page 4 of 22
Our audits of the financial statements were 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, 2006, 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 is the responsibility of the Plan's management and 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
June 29, 2007
Page 5 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
--------------------------------------------------------------------------------
(AS RESTATED)
2006 2005
-------------------------
ASSETS
------
Investments (at fair value) $39,227,723 $35,165,636
-------------------------
Receivables:
Employee contributions 93,458 108,479
Employer contributions 13,781 15,763
-------------------------
Total receivables 107,239 124,242
-------------------------
Total assets 39,334,962 35,289,878
LIABILITIES
-----------
Excess contributions payable 10,993 29,453
-------------------------
Net assets available for benefits (at fair value) 39,323,969 35,260,425
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts 225,578 154,489
-------------------------
Net assets available for benefits $39,549,547 $35,414,914
=========================
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
Page 6 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2006
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair and contract values of investments $ 1,605,385
Interest and dividends 1,934,963
-----------
Total investment income 3,540,348
-----------
Contributions:
Employee 2,638,806
Employer 368,364
-----------
Total contributions 3,007,170
-----------
Total additions 6,547,518
-----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 2,088,796
Transfer to the Rio Tinto America Inc. Savings Plan 323,270
Administrative expenses 819
-----------
Total deductions 2,412,885
-----------
Increase in net assets available for benefits 4,134,633
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 35,414,914
-----------
End of year $39,549,547
-----------
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
Page 7 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF The following brief description of the U.S. Borax
THE PLAN Inc. 401(k) 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
full-time hourly employees who are represented by
or included in a collective bargaining unit of U.S.
Borax Inc. and its affiliates (collectively, the
"Company"), as defined in the Plan document. 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 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.
Effective January 1, 2005, eligible employees who
are represented by Local 30-International
Longshoremen's and Warehousemen's Union (Boron
hourly employees) can participate in the Plan
immediately after completing sixty days of
continuous service.
Eligible employees who are represented by Local
20A-International Longshoremen's and Warehousemen's
Union (Wilmington hourly employees) can participate
in the Plan immediately upon employment.
CONTRIBUTIONS
Each year, participants may elect under a salary
reduction agreement to contribute to the Plan.
Contributions are limited by the IRC, which
established a maximum contribution of $15,000 for
the year ended December 31, 2006. 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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Page 8 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF CONTRIBUTIONS - CONTINUED
THE PLAN Effective January 1, 2005, Boron hourly employees
CONTINUED can contribute an amount not less than 1% and not
more than 30% of their eligible compensation on a
before-tax basis through payroll deductions.
Participants may also elect to make an after-tax
contribution not less than 1% and not more than 30%
of their eligible compensation. Total before-tax
and after-tax contributions cannot exceed 30% of
participants' eligible compensation.
The Company matches the Boron participants'
contributions to the Plan at 30%, up to the first
5% of their eligible compensation. Matching
contributions are recorded on the date the related
participant contributions are withheld.
Wilmington hourly employees can contribute an
amount not less than 1% and not more than 15% of
their eligible compensation on a before-tax basis
through payroll deductions. Participants may also
elect to make an after-tax contribution not less
than 1% and not more than 15% of their eligible
compensation. Total before-tax and after-tax
contributions cannot exceed 15% of participants'
eligible compensation.
The Company matched the Wilmington participants'
contributions to the Plan at 30%, up to the first
5% of their eligible compensation through June 16,
2005. Effective June 17, 2005, the Company matches
the Wilmington participants' contributions to the
Plan at 35%, up to the first 5% of their eligible
compensation. Matching contributions are recorded
on the date the related participant contributions
are withheld.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each Plan
participant. Each participant's account is credited
with the participant's contributions, the Company's
matching 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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Page 9 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF PARTICIPANT-DIRECTED OPTIONS FOR INVESTMENTS
THE PLAN Participants direct the investment of their
CONTINUED contributions and the Company matching
contributions into various investment options
offered by the Plan. Investment options include a
money market fund, common collective trusts, mutual
funds, guaranteed investment contracts, synthetic
guaranteed investment contracts and common stock of
the Parent in the form of American Depository
Receipts (ADRs).
VESTING
Participants are immediately vested in their
contributions and Company matching contributions
plus actual earnings thereon.
PAYMENT OF BENEFITS
On termination of service due to death, disability,
or retirement, participants or their beneficiaries
may elect to receive lump-sum distributions or
annual, semi-annual, quarterly or monthly
installments in amounts equal to the value of the
participants' vested interests in their accounts.
Under certain circumstances, participants may
withdraw their contributions prior to the
occurrence of these events.
TRANSFERS
Along with the Plan, the Company also sponsors
other 401(k) plans that cover represented
employees. If employees are changed from union to
non-union status during the year, their account
balances are transferred from this Plan to the
non-union plan. For the year ended December 31,
2006, transfers to the Rio Tinto America Inc.
Savings Plan totaled $323,270.
2. SUMMARY OF BASIS OF PRESENTATION
SIGNIFICANT The financial statements of the Plan have been
ACCOUNTING prepared on the accrual basis of accounting.
POLICIES
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Page 10 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
2. SUMMARY OF USE OF ESTIMATES
SIGNIFICANT The preparation of the Plan's financial statements
ACCOUNTING in conformity with accounting principles generally
POLICIES accepted in the United States of America requires
CONTINUED Plan management to make estimates and assumptions
that affect the reported amounts of net assets
available for benefits at the date of the financial
statements, the changes in net 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.
ADOPTION OF NEW FINANCIAL ACCOUNTING STANDARD
In December 2005, the Financial Accounting
Standards Board ("FASB") issued a Staff Position,
("FSP"), 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. This FSP amends the guidance in
AICPA Statement of Position 94-4, Reporting of
Investment Contracts Held by Health and Welfare
Benefits Plans and Defined-Contribution Pensions
Plans, with respect to the definition of fully
benefit-responsive investment contracts and the
presentation and disclosure of fully
benefit-responsive investment contracts in Plan
financial statements. The FSP requires that
investments in fully benefit-responsive investment
contracts be presented at fair value in the
statement of net assets available for benefits and
that the amount representing the difference between
fair value and contract value of these investments
also be presented on the face of the statement of
net assets available for benefits. The FSP is
effective for financial statements for annual
periods ending after December 15, 2006, and must be
applied retroactively to all prior periods
presented. Accordingly, the Plan has adopted the
financial statement presentation and disclosure
requirements effective December 31, 2006, and has
restated the 2005 Statement of Net Assets Available
for Benefits to present all investments at fair
value, with the adjustment to contract value
separately disclosed. The effect of adopting the
FSP had no impact on the Plan's net assets
available for benefits or changes in net assets
available for benefits, as such investments have
historically been presented at contract value.
Refer to Note 3 for additional information related
to the Plan's fully benefit-responsive investment
contracts.
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Page 11 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
2. SUMMARY OF RISKS AND UNCERTAINTIES
SIGNFIICANT The Plan provides for investments in securities
ACCOUNTING that are exposed to various risks, such as interest
POLICIES rate, currency exchange rate, credit and overall
CONTINUED 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 net assets available
for benefits.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments in mutual funds are valued
at quoted market prices, which represent the net
asset value of units held by the Plan at year end.
Plan investments in common stock are stated at fair
value based on quoted market prices. The Plan's
interest in the Dwight Stable Value Fund is valued
based upon the market value of the underlying
securities at quoted market value or quoted share
prices. Participant loans are valued at their
outstanding balances, which approximate fair value.
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 net assets available for benefits of the
Plan.
PAYMENTS OF BENEFITS
Benefit payments are recorded when paid by the
Plan.
--------------------------------------------------------------------------------
Page 12 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
2. SUMMARY OF ADMINISTRATIVE EXPENSES
SIGNIFICANT The Company pays the majority of the costs and
ACCOUNTING expenses incurred in administering the Plan. The
POLICIES Plan has several fund managers that manage the
CONTINUED investments held by the Plan. During the year ended
December 31, 2006, the Company paid all investment
management fees related to the Plan.
The investment management fees related to
transaction costs associated with the purchase or
sale of Rio Tinto plc ADRs are paid by the
participants.
PARTICIPANT LOANS
Participants may borrow from the Plan up to a
maximum of $50,000 or 50% of their account
balances, whichever is less. Each loan is secured
by the balance in the participant's account and
bears interest at a rate commensurate with
prevailing rates at the time funds are borrowed, as
determined by the Plan Administrator. Loans
originated during the year ended December 31, 2006
have interest rates set at prime plus one percent,
and are reset quarterly.
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Page 13 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
3. FULLY BENEFIT The Plan's investments include the Dwight Stable
RESPONSIVE Value Fund. The Dwight Stable Value Fund is
INVESTMENT invested in a money market fund, a fully
CONTRACTS benefit-responsive common collective trust (the SEI
Stable Asset Fund), and fully benefit-responsive
synthetic guaranteed investment contracts (GICs).
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 mortgages, fixed income securities and
United States treasury notes and bonds.
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 net 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.
The contract or crediting interest rates for the
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.
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).
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Page 14 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
3. FULLY BENEFIT Certain events may limit the ability of the Plan to
RESPONSIVE transact at contract value with the issuer of fully
INVESTMENT benefit-responsive investment contracts. Such
CONTRACTS events include the following: (1) amendments to the
CONTINUED Plan documents (including complete or partial plan
termination or merger with another plan), (2)
bankruptcy of the Plan sponsor or other Plan
sponsor events (for example, divestitures or
spin-offs 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. 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.
Average duration for all investment contracts was
2.93 and 2.93 years at December 31, 2006 and 2005,
respectively. Average yield data for all fully
benefit - responsive investment contracts as of
December 31, 2006 and 2005 was as follows:
AVERAGE YIELDS: 2006 2005
---------------------------------------------------
Based on actual earnings 5.04% 4.65%
Based on interest rate credited
to participants 5.08% 4.71%
--------------------------------------------------------------------------------
Page 15 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
4. RELATED PARTY Certain Plan investments are managed by Putnam
TRANSACTIONS Investments, the Plan trustee, therefore, these
transactions are exempt party-in-interest
transactions. Transaction 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, 2006 and 2005, the Plan held
13,357 and 12,956 shares, respectively, of common
stock of Rio Tinto plc, with a cost basis of
$1,617,230 and $1,288,479, respectively. During the
year ended December 31, 2006, the Plan recorded
dividend income of $103,869 related to this stock.
At December 31, 2006 and 2005, the Plan held loans
from participants totaling $2,611,022 and
$2,552,318, respectively. Loans to particpants, at
cost, which approximates fair value, are at
interest rates ranging from 5% to 10% and
have maturities ranging from 2007 to 2015.
5. INVESTMENTS The Plan's investments stated at fair value that
represent five percent or more of the Plan's net
assets available for benefits as of December 31,
2006 and 2005 are as follows:
2006 2005
--------- ---------
SEI Stable Asset Fund $7,436,509 $7,710,657
Dodge & Cox Stock Fund 5,382,138 4,715,932
Putnam Voyager Fund 3,581,426 3,761,446
State Street Bank
Synthetic GIC 3,513,183 2,621,455
Monumental Life Insurance
Company Synthetic GIC 3,513,183 2,621,455
Rio Tinto plc American
Depository Shares 2,838,223 2,368,229
Participant Loans 2,611,022 2,552,318
Artisan Mid Cap Fund 2,600,333 2,436,109
Putnam S&P 500 Index Fund 2,314,472 2,158,749
--------------------------------------------------------------------------------
Page 16 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
5. INVESTMENTS During the year ended December 31, 2006, the Plan's
CONTINUED investments (including gains and losses on
investments bought and sold, as well as held during
the year) appreciated in value as follows:
Mutual funds $ 891,058
Common stock 381,673
Common collective trusts 332,654
-----------
Net appreciation in investments $ 1,605,385
===========
6. PLAN Although it has not expressed any intention to do
TERMINATION 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.
7. INCOME TAX The Internal Revenue Service has determined and
STATUS informed the Company by a letter dated August 27,
2003, 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.
8. RECONCILIATION The following is a reconciliation of net assets
OF FINANCIAL available for benefits as presented in the
STATEMENTS TO financial statements as of December 31, 2006 to the
FORM 5500 Form 5500:
Net assets available for benefits
as presented in the financial
statements $ 39,549,547
Adjustment from fair value to
contract value
For fully benefit-responsive
investment Contracts (225,578)
------------
Net assets available for benefits
as presented in Form 5500 $ 39,323,969
============
--------------------------------------------------------------------------------
Page 17 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
EMPLOYER IDENTIFICATION NUMBER: 98-0047580
PLAN NUMBER: 007
SCHEDULE H, PART IV, LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) d) (e)
PARTY IN NUMBER OF CURRENT
INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE
-------- --------------------------- ---------------------------------------------- ----------- ---- --------------------
MONEY MARKET FUND:
Mellon Bank Mellon Bank - STIF Account 25,806 ** $ 25,806
--------------------
COMMON COLLECTIVE TRUSTS:
SEI Investments SEI Stable Asset Fund ** 7,436,509
* Putnam Putnam S&P 500 Index Fund 62,267 ** 2,314,472
--------------------
Total Common Collective Trusts 9,750,981
--------------------
MUTUAL FUNDS:
Dodge and Cox Dodge and Cox Stock Fund 35,072 ** 5,382,138
* Putnam Putnam Voyager Fund 189,093 ** 3,581,426
Artisan Artisan Mid Cap Fund 85,369 ** 2,600,333
* Putnam Putnam International Equity Fund 40,737 ** 1,284,858
PIMCO PIMCO Total Return Fund 104,241 ** 1,082,018
Dreyfus Dreyfus Mid-Cap Value Fund 24,867 ** 797,737
* Putnam Putnam Small Cap Growth Fund CL Y 41,928 ** 933,743
UAM Trust Company UAM/ICM Small Company Fund 19,338 ** 722,659
Morgan Stanley MSIF Institutional International Equity Fund 28,689 ** 590,413
--------------------
Total Mutual Funds 16,975,325
--------------------
------------------------------------------------------------------------------------------------------------------------------------
See accompanying report of independent registered public accounting firm.
Page 18 of 22
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
EMPLOYER IDENTIFICATION NUMBER: 98-0047580
PLAN NUMBER: 007
SCHEDULE H, PART IV, LINE 4I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
CONTINUED
DECEMBER 31, 2006
------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) d) (e)
PARTY IN NUMBER OF CURRENT
INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT UNITS COST VALUE
-------- --------------------------- ---------------------------------------------- ----------- ---- --------------------
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS:
Monumental Life Insurance Synthetic GIC, Dwight Managed Target
Company 2 F1 Cl B, no specified maturity date, 5.08% ** $ 1,981,755
Monumental Life Insurance Synthetic GIC, Dwight Managed Target
Company 5 F1 Cl B, no specified maturity date, 5.08% ** 1,108,303
Monumental Life Insurance Synthetic GIC, Dwight Int Core Plus
Company F1 Cl B, no specified maturity date, 5.08% ** 423,125
State Street Bank Synthetic GIC, Dwight Managed Target
2 F1 Cl B, no specified maturity date, 5.04% ** 1,981,755
State Street Bank Synthetic GIC, Dwight Managed Target
5 F1 Cl B, no specified maturity date, 5.04% ** 1,108,303
State Street Bank Synthetic GIC, Dwight Int Core Plus
F1 Cl B, no specified maturity date, 5.04% ** 423,125
--------------------
Total Synthetic Guaranteed
Investment Contracts 7,026,366
--------------------
COMMON STOCK:
* Rio Tinto plc ADRs Common Stock 13,357 ** 2,838,223
--------------------
* Various participants Participant loans (maturing 2007 to 2015
at interest rates ranging from 5.0% to 10.0%) 499 ** 2,611,022
--------------------
Total Investments $39,227,723
====================
* denotes a party-in-interest as defined by ERISA
** not required as investments are participant directed
------------------------------------------------------------------------------------------------------------------------------------
See accompanying report of independent registered public accounting firm. 19
Page 19 of 22
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.
U.S. BORAX INC. 401(k) PLAN FOR HOURLY EMPLOYEES
By: /s/ Leah G. Cooper
------------------------------------------
Name: Leah G. Cooper
Title: Vice President, Lease (RTM)
Date: June 29, 2007
Page 20 of 22
Exhibit Description
------- -----------
23.1 Consent of Tanner LC
Page 21 of 22