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 Fiscal year ended December 31, 2005
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 18 Pages
U.S. BORAX INC.
401(k) PLAN FOR HOURLY EMPLOYEES
TABLE OF CONTENTS
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PAGE
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Reports of Independent Registered Public Accounting Firms 3 - 4
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2005 and 2004 5
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2005 6
Notes to Financial Statements 7 - 12
Supplemental Schedule - Schedule H, Part IV, line 4i -
Schedule of Assets (Held at End of Year) as of December 31, 2005 13 - 14
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.
Signature 15
Exhibits 16-18
Page 2 of 18 Pages
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrative Committee
U.S. Borax Inc. 401(k) Plan for Hourly Employees
We have audited the accompanying statement of net assets available for benefits
of the U.S. Borax Inc. 401(k) Plan for Hourly Employees (the Plan) as of
December 31, 2005 and the related statement of changes in net 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 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
audit provides 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, 2005, and the changes
in net 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, 2005, 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 28, 2006
Page 3 of 18 Pages
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
the U.S. Borax Inc. 401(k) Plan for Hourly Employees:
In our opinion, the accompanying statement of net assets available for benefits
presents fairly, in all material respects, the net assets available for benefits
of the U.S. Borax Inc. 401(k) Plan for Hourly Employees (the "Plan") at December
31, 2004, 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
Los Angeles, California
June 21, 2005
Page 4 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
-------------------------------------------------------------------------------
2005 2004
--------------------- -----------------
Assets
Investments $35,320,125 $31,933,955
--------------------- -----------------
Receivables:
Employee contributions 108,479 -
Employer contributions 15,763 -
--------------------- -----------------
Total receivables 124,242 -
--------------------- -----------------
Total assets 35,444,367 31,933,955
Liabilities
Excess contributions payable 29,453 -
--------------------- -----------------
Net assets available for benefits $35,414,914 $31,933,955
===================== =================
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See accompanying notes to financial statements.
Page 5 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2005
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair and contract values of investments $ 1,586,299
Interest and dividends 1,228,191
-------------------
Total investment income 2,814,490
-------------------
Contributions:
Employee 2,708,379
Employer 387,800
-------------------
Total contributions 3,096,179
-------------------
Total additions 5,910,669
-------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,878,054
Transfer to the Rio Tinto America Inc. Savings Plan 551,656
-------------------
Total deductions 2,429,710
-------------------
Increase in net assets available for benefits 3,480,959
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 31,933,955
-------------------
End of year $ 35,414,914
-------------------
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See accompanying notes to financial statements.
Page 6 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF The following brief description of the U.S. Borax Inc.
THE PLAN 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 all
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 $14,000 for the year ended December 31, 2005. 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.
Effective January 1, 2005, Boron hourly employees 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.
Effective November 4, 2004, the Company matched 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.
Page 7 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF CONTRIBUTIONS - CONTINUED
THE PLAN Wilmington hourly employees can contribute an amount not
CONTINUED 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.
Effective June 17, 2004, the Company matched the Wilmington
participants' contributions to the Plan at 30%, up to the
first 5% of their eligible compensation. Effective June 17,
2005, the Company matched 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.
PARTICIPANT-DIRECTED OPTIONS FOR INVESTMENTS
Participants direct the investment of their contributions
and the Company matching contributions into various
investment options offered by the Plan. Investment options
include a money market fund, common collective trusts,
mutual funds, guaranteed investment contracts, synthetic
guaranteed investment contracts and common stock of the
Parent in the form of American Depository Receipts (ADRs).
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.
Page 8 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
1. DESCRIPTION OF TRANSFERS
THE PLAN Along with the Plan, the Company also sponsors other 401(k)
CONTINUED 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, 2005,
transfers to the Rio Tinto America Inc. Savings Plan totaled
$551,656.
2. SUMMARY OF BASIS OF PRESENTATION
SIGNIFICANT The financial statements of the Plan have been prepared on
ACCOUNTING the accrual basis of accounting in accordance with U.S.
POLICIES generally accepted accounting principles.
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 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.
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 net 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
synthetic guaranteed investment contracts, which are valued
at contract value (see Note 6). Shares of mutual funds are
valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year end.
Participant loans are valued at their outstanding balances,
which approximate fair values.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on an accrual
basis. Dividends are recorded on the ex-dividend date.
Page 9 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
2. SUMMARY OF INVESTMENT VALUATION AND INCOME RECOGNITION - CONTINUED
SIGNIFICANT The net appreciation (depreciation) in the fair value of
ACCOUNTING investments which includes realized gains (losses) and
POLICIES unrealized appreciation (depreciation) on those investments
CONTINUED is shown in the statement of changes in net assets available
for benefits of the Plan.
PAYMENTS OF BENEFITS
Benefits payments are recorded when paid by the Plan.
ADMINISTRATIVE EXPENSES
The Company pays the majority of the costs and expenses
incurred in administering the Plan.
The Plan has several fund managers that manage the
investments held by the Plan. During the year ended
December 31, 2005, the Company paid all investment
management fees related to this 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 Administrators. Loans originated
during the year ended December 31, 2005 have interest rates
set at prime plus one percent and are reset quarterly.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2005, the Financial Accounting Standards Board
(FASB) issued FASB 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 (FSP). This FSP makes the
definition of benefit-responsive more restrictive so that
certain investment contracts currently reported at contract
value may be reported at fair value. Management has not yet
determined the impact this standard, which is effective for
the plan year ending December 31, 2006, will have on the
Plan's financial statements.
3. RELATED PARTY Certain Plan investments are managed by Putnam Investments,
TRANSACTIONS 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,
2005 and 2004, the Plan held 12,956 and 11,072 shares,
respectively, of common stock of Rio Tinto plc, with a cost
basis of $1,288,479 and $946,799, respectively. During the
year ended December 31, 2005, the Plan recorded dividend
income of $42,102 related to this stock. Participant loans
totaling $2,552,318 and $2,569,917 as of December 31, 2005
and 2004, are also party-in-interest transactions.
Page 10 of 18 Pages
U.S. BORAX INC. 401(K) 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 net assets available for benefits as of
December 31, 2005 and 2004 are as follows:
2005 2004
----------- -----------
SEI Stable Asset Fund $ 7,870,883 $ 3,679,940
Dodge and Cox Stock Fund 4,715,932 -
Putnam Voyager Fund 3,761,446 2,445,910
State Street Bank Synthetic GIC 2,614,751 2,489,202
Monumental Life Insurance Company
Synthetic GIC 2,609,199 2,483,063
Participant Loans 2,552,318 2,569,917
Artisan Mid Cap Fund 2,436,109 -
Rio Tinto plc ADRs 2,368,229 -
Putnam S&P 500 Index Fund 2,158,749 -
Putnam New Opportunities Fund - 4,354,252
Putnam Fund for Growth and Income - 3,424,514
During the year ended December 31, 2005, 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 $ 658,004
Common stock 819,687
Common collective trusts 108,608
-----------
Net appreciation in investments $ 1,586,299
===========
5. PLAN Although it has not expressed any intention to do so, the
TERMINATION 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.
6. GUARANTEED The Plan's guaranteed investment contracts are in a stable
INVESTMENT value fund. The guaranteed investment contracts are fully
CONTRACTS 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 GICs. The synthetic GICs are secured by
underlying fixed income assets. The average crediting
interest rates on the investment contracts were 4.72% and
4.83% for the years ended December 31, 2005 and 2004,
respectively. Average duration for all investment contracts
was 2.93 years and 2.98 years at December 31, 2005 and 2004,
respectively. The average yield was 4.74% and 4.87% for the
years ended December 31, 2005 and 2004, respectively. There
are no reserves against the contract value for credit risk
of the contracted issuer or otherwise.
Page 11 of 18 Pages
U.S. BORAX INC. 401(K) PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
CONTINUED
--------------------------------------------------------------------------------
6. GUARANTEED The contract or crediting interest rates for certain stable
INVESTMENT value investment contracts are reset quarterly and are based
CONTRACTS on the market value of the portfolio of assets underlying
CONTINUED 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 $5,223,950 and $4,972,265, as of December
31, 2005 and 2004, respectively. The contract value of the
synthetic GICs included $18,960 and $145,625 as of December
31, 2005 and 2004, 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 informed the
STATUS 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.
Page 12 of 18 Pages
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, 2005
------------------------------------------------------------------------------------------------------------------------------------
(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 ** $ 29,634
------------
COMMON COLLECTIVE TRUSTS:
SEI Investments SEI Stable Asset Fund ** 7,870,883
* Putnam Putnam S&P 500 Index Fund 67,104 ** 2,158,749
------------
Total Common Collective Trusts 10,029,632
------------
MUTUAL FUNDS:
Dodge and Cox Dodge and Cox Stock Fund 34,368 ** 4,715,932
* Putnam Putnam Voyager Fund 209,551 ** 3,761,446
Artisan Funds, Inc. Artisan Mid Cap Fund 78,787 ** 2,436,109
* Putnam Putnam International Equity Fund 34,449 ** 905,666
PIMCO PIMCO Total Return Fund 78,238 ** 821,496
Dreyfus Dreyfus Mid-Cap Value Fund 25,374 ** 804,100
* Putnam Putnam Small Cap Growth Fund CL Y 34,517 ** 769,723
UAM Trust Company UAM/ICM Small Company Fund 13,842 ** 501,499
Morgan Stanley MSIF Institutional International Equity Fund 19,685 ** 400,391
------------
Total Mutual Funds $15,116,362
------------
--------------------------------------------------------------------------------
See accompanying report of independent registered public accounting firm.
Page 13 of 18 Pages
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, 2005
------------------------------------------------------------------------------------------------------------------------------------
(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 Company Synthetic GIC, Dwight Managed Target 2 F1 Cl B, ** 1,379,470
no specified maturity date, 5.08%
Monumental Life Insurance Company Synthetic GIC, Dwight Managed Target 5 F1 Cl B, ** 838,757
no specified maturity date, 5.08%
Monumental Life Insurance Company Synthetic GIC, Dwight Int Core Plus F1 Cl B, ** 403,228
no specified maturity date, 5.08%
Monumental Life Insurance Company Wrap Contract ** (12,256)
State Street Bank Synthetic GIC, Dwight Managed Target 2 F1 Cl B, ** 1,379,470
no specified maturity date, 5.04%
State Street Bank Synthetic GIC, Dwight Managed Target 5 F1 Cl B, ** 838,757
no specified maturity date, 5.04%
State Street Bank Synthetic GIC, Dwight Int Core Plus F1 Cl B, ** 403,228
no specified maturity date, 5.04%
State Street Bank Wrap Contract ** (6,704)
------------
Total Synthetic Guaranteed Investment Contracts 5,223,950
------------
COMMON STOCK:
* Rio Tinto plc ADRs Common Stock 12,956 ** 2,368,229
------------
* Various participants Participant loans (maturing 2006 to 2020 at interest
rates ranging from 5.0% to 10.0%) 389 ** 2,552,318
------------
Total Investments $35,320,125
============
* 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.
Page 14 of 18 Pages
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/ Steven Saperstein
----------------------------------
Name: Steven Saperstein
Title: V.P. Administration
Date: June 29, 2006
Page 15 of 18 Pages
Exhibit Description
------- -----------
23.1 Consent of Tanner LC
23.2 Consent of PricewaterhouseCoopers LLP
Page 16 of 18 Pages