20-F/A 1 rio-20fa_20171231.htm 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: 31 December 2017

or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

or

☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-10533 | Commission file number: 001-34121
Rio Tinto plc | Rio Tinto Limited
| ABN 96 004 458 404
(Exact Name of Registrant as Specified in Its Charter) | (Exact Name of Registrant as Specified in Its Charter)
England and Wales | Victoria, Australia
(Jurisdiction of Incorporation or Organisation) | (Jurisdiction of Incorporation or Organisation)
6 St. James’s Square | Level 7, 360 Collins Street
London, SW1Y 4AD, United Kingdom | Melbourne, Victoria 3000, Australia
(Address of Principal Executive Offices) | (Address of Principal Executive Offices)

Julie Parent, T: 514-848-8519, E: julie.parent@riotinto.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class | Name of Each Exchange On Which Registered | Title of Each Class | Name of Each Exchange On Which Registered
American Depositary Shares* | New York Stock Exchange |  |
Ordinary Shares of 10p each** 4.125% Notes due 2021 3.750% Notes due 2021 3.500% Notes due 2022 2.875% Notes due 2022 3.750% Notes due 2025 7.125% Notes due 2028 5.200% Notes due 2040 4.750% Notes due 2042 4.125% Notes due 2042 | New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange | 4.125% Notes due 2021 3.750% Notes due 2021 3.500% Notes due 2022 2.875% Notes due 2022 3.750% Notes due 2025 7.125% Notes due 2028 5.200% Notes due 2040 4.750% Notes due 2042 4.125% Notes due 2042 | New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange

* | Evidenced by American Depositary Receipts. Each American Depositary Share Represents one Rio Tinto plc Ordinary Shares of 10p each.

** | Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of Class |  |  | Title of Class Shares
None |  |  |

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None |  |  | None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Title of each class | Rio Tinto plc - Number | Rio Tinto Limited - Number | Title of each class
Ordinary Shares of 10p each | 1,351,608,558 | 412,414,348 | Shares
DLC Dividend Share of 10p | 1 | 1 | DLC Dividend Share
Special Voting Share of 10p | 1 | 1 | Special Voting Share

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒ | Accelerated Filer ☐ | Non-Accelerated Filer ☐
|  | Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark

if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing:

US GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrants have elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Explanatory Note

This Amendment No. 1 to Form 20-F (“Form 20-F/A” or Amendment No. 1”) amends the annual report for the year ended 31 December 2017 of Rio Tinto plc and Rio Tinto Limited (“Rio Tinto”), which was filed with the Securities and Exchange Commission on 1 March 2018 (the “Original 2017 Form 20-F”). Rio Tinto is filing this Amendment No. 1 solely to furnish Exhibit 101, which was not included in the Original 2017 Form 20-F. Exhibit 101 includes information in eXtensible Business Reporting Language (XBRL).

Except as described above, this Amendment No. 1 does not amend any information set forth in the Original 2017 Form 20-F, and Rio Tinto has not updated disclosures included therein to reflect any events that occurred subsequent to 1 March 2018.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.

PART III

Item 19. Exhibits.

Exhibit Number |  | Description of Exhibit
101 |  | (1) Consolidated Balance Sheets as of 31 December 2017 and 2016; (2) Consolidated Statements of Income for the years ended 31 December 2017, 2016 and 2015; (3) Consolidated Statements of Cash Flows for the years ended 31 December 2017, 2016 and 2015; (4) Consolidated Statements of Equity for the years ended 31 December 2017, 2016 and 2015; and (5) Notes to Consolidated Financial Statements.

Signature

The Registrants hereby certify that they meet all of the requirements for filing on Form 20-F/A and that they have duly caused and authorised the undersigned to sign this Amendment No. 1 to the Annual Report on their behalf.

Rio Tinto plc | Rio Tinto Limited
(Registrant) /s/ Steve Allen | (Registrant) /s/ Steve Allen
Name: Steve Allen | Name: Steve Allen
Title: Company Secretary | Title: Joint Company Secretary
Date: 29 March 2018 | Date: 29 March 2018