RIO TINTO PLC [RIO] Filings

20-F 1 rio-20231231.htm 20-F rio-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)


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


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023


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


☐			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 For the transition period from: to


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 (Jurisdiction of Incorporation or Organization)			Victoria, Australia (Jurisdiction of Incorporation or Organization)

6 St. James's Square London, SW1Y 4AD, United Kingdom (Address of Principal Executive Offices)			Level 43, 120 Collins Street Melbourne, Victoria 3000, Australia (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	Trading Symbol	Name of Each Exchange On Which Registered
American Depositary Shares* Ordinary Shares of 10p each** 7.125% Notes due 2028 5.000% Notes due 2033 5.200% Notes due 2040 4.750% Notes due 2042 4.125% Notes due 2042 2.750% Notes due 2051 5.125% Notes due 2053	RIO	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									None

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


Title of Class									Title of Class of Shares
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	1,255,892,098	371,216,214	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 registrants have submitted electronically every

Interactive Data File required to be submitted 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 registrants were required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or emerging growth companies. See definition

of “large accelerated filer”, “accelerated filer” and “emerging growth company” and in Rule 12b-2 of the Exchange Act.:


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 registrants have 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. ☐

*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrants have filed a report on and attestation to their management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued their audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrants included in the filing reflect the correction of an error to previously issued financial statements.

Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants' executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No ☒

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 registrants are shell companies (as defined in Rule 12b-2 of the Exchange

Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or

15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐


Auditor Name	Auditor Location	Auditor Firm ID
KPMG LLP	London, United Kingdom	1118
KPMG	Perth, Australia	1020


Item	Form 20-F Caption	Location in this document	Page
1	Identity of directors, senior management and advisers	Not applicable	–
2	Offer statistics and expected timetable	Not applicable	–
3	Key information
	3.A - [Reserved]	Not applicable	–
	3.B – Capitalisation and indebtedness	Not applicable	–
	3.C – Reasons for the offer and use of proceeds	Not applicable	–
	3.D – Risk factors	Risk factors
4	Information on the company
	4.A – History and development of the company	Contents	Cover
		At a glance	2-3
		Chair’s statement	4-5
		Chief Executive’s Q&A	6-7
		Our purpose in action	10-11
		Our stakeholders	12-13
		Strategic context	14-15
		Progressing our strategy	17
		Progressing our four objectives	18-19
		Key performance indicators	20-22
		Chief Financial Officer’s statement	23
		Financial review	24-29
		Portfolio management	30-31
		Iron Ore	32-33
		Aluminium	34-35
		Copper	36-37
		Minerals	38-39
		Our approach to ESG	40-77
		Governance – Additional statutory disclosure – Operating and financial review	146-147
		Financial statements – Note 1 – Our financial performance by segment – Note 5 – Acquisitions and disposals	173-175 181-182
		Rio Tinto Financial Information by Business Unit	286-288
		Shareholder Information – Organisational structure – Nomenclature and financial data – History – Dual-listed companies structure	347 347 347 347
		Additional information – US disclosure – Document on display – Registered offices	357 382

Form 20-F cross-reference guide


	Annual Report on Form 20-F 2023 \| riotinto.com	i


Item	Form 20-F Caption	Location in this document	Page
	4.B – Business overview	At a glance	2-3
		Chair’s statement	4-5
		Chief Executive’s Q&A	6-7
		Creating value by living our purpose	8-9
		Our purpose in action	10-11
		Our stakeholders	12-13
		Strategic context	14-15
		Our strategy	16
		Progressing our strategy	17
		Progressing our four objectives	18-19
		Key performance indicators	20-22
		Chief Financial Officer’s statement	23
		Financial review	24-29
		Iron Ore	32-33
		Aluminium	34-35
		Copper	36-37
		Minerals	38-39
		Our approach to ESG	40-77
		Governance – Additional statutory disclosure – Government regulations – Environmental regulations	150 150
		Financial statements Note 6 – Revenue by destination and product	182-183
		Metals and minerals production	297-298
		Mineral Resources and Mineral Reserves	299-322
		Qualified Persons	323
		Mines and production facilities	324-342
		Additional information – US disclosure – Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934	354
	4.C Organisational structure	Financial statements – Note 30 – Principal subsidiaries – Note 31 – Principal joint operations – Note 32 – Principal joint ventures and associates	226-228 228-229 229-231
	4.C Organisational structure	Shareholder Information – Organisational structure – Dual-listed companies structure	347 347
	4.D – Property, plants and equipment	Key performance indicators	20-22
		Portfolio management	30-31
		Iron Ore	32-33
		Aluminium	34-35
		Copper	36-37
		Minerals	38-39
		Our approach to ESG	40-77
		Governance – Additional statutory disclosure – Environmental regulations – Energy efficiency action	150 150
		Financial statements Note 13 – Property, plant and equipment	191-195
		Metals and minerals production	297-298
		Mineral Resources and Mineral Reserves	299-322
		Qualified persons	323
		Mines and production facilities	324-342
		Additional information – US disclosure – Summary disclosure of operations pursuant to Item 1303 of SK-1300 under Securities Act of 1933	363
		Additional information – US disclosure – Individual property disclosure pursuant to Item 1304 of SK-1300 under Securities Act of 1933	363-380
		Additional information – US disclosure – Internal controls disclosure pursuant to Item 1305 of SK-1300 under Securities Act of 1933	380
		See Exhibit 96.4	–


ii	Annual Report on Form 20-F 2023 \| riotinto.com


Item	Form 20-F Caption	Location in this document	Page
4A	Unresolved staff comments	None	–
5	Operating and financial review and prospects
	5.A – Operating results	Chair’s statement	4-5
		Financial review	24-29
		Iron Ore	32-33
		Aluminium	34-35
		Copper	36-37
		Minerals	38-39
		Our approach to ESG	40-77
		Governance – Additional statutory disclosure – Operating and financial review – Government regulations – Environmental regulations	146-147 150 150
		Financial statements –h. Impact of Climate Change on the Group –Note 24 – Financial instruments and risk management	162-165 209-214
		Rio Tinto Financial Information by Business Unit	286-288
		Alternative Performance Measures	289-294
	5.B – Liquidity and capital resources	Portfolio management	30-31
		Copper – Oyu Tolgoi underground project	37
		Financial statements – Note 14 – Close-down and restoration provisions – Our capital and liquidity – Note 19 - Net debt – Note 20 – Borrowings – Note 21 – Leases – Note 22 – Cash and cash equivalents – Note 23 – Other financial assets and liabilities – Note 24 – Financial instruments and risk management – Note 28 – Post-retirement benefits – Note 36 – Other provisions – Note 37 – Contingencies and commitments	196-200 204 205 206-207 207-208 208 209 209-214 218-224 234 234-236
	5.C – Research and development, patents and licenses, etc.	Our strategy	16
		Progressing our strategy	17
		Progressing our four objectives	18-19
		Our approach to ESG - Environmental performance	44-65
		Governance – Additional statutory disclosure – Exploration, research and development	150
		Financial statements – Note 7 – Net operating costs (excluding items disclosed separately) – Note 13 - Property, plant and equipment -Impact of climate change on our business - Useful economic lives of our power generating assets	184 191-195 195
	5.D – Trend information	At a glance	2-3
		Chair’s statement	4-5
		Chief Executive's Q&A	6-7
		Creating value by living our purpose	8-9
		Our purpose in action	10-11
		Our stakeholders	12-13
		Strategic context	14-15
		Our strategy	16
		Progressing our strategy	17
		Progressing our four objectives	18-19
		Key performance indicators	20-22
		Chief Financial Officer’s statement	23
		Financial review	24-29
		Iron Ore	32-33
		Aluminium	34-35
		Copper	36-37
		Minerals	38-39
	5.E – Critical accounting estimates	Not Applicable	–
6	Directors, senior management and employees


	Annual Report on Form 20-F 2023 \| riotinto.com	iii


Item	Form 20-F Caption	Location in this document	Page
	6.A – Directors and senior management	Governance – Board of Directors – Executive Committee	92-93 94-95
	6.A – Directors and senior management	Additional statutory disclosure – Directors and executives	147
	6.B – Compensation	Governance – Remuneration at a glance - Policy changes – Remuneration Policy – Implementation report – Implementation report tables	115-117 119-126 127-140 141-145
	6.B – Compensation	Financial statements – Note 26 – Employment costs and provisions – Note 27 – Share-based payments – Note 28 – Post-retirement benefits	215 216-218 218-224
	6.C – Board practices	Governance	90-156
		Governance – Board of Directors – Executive Committee – Audit & Risk Committee report – Remuneration Policy – Executives’ service contracts and termination – Compliance with governance codes and standards	92-93 94-95 107-110 124-125 152-156
		Shareholder information – Directors – Appointment and removal of Directors	352
	6.D – Employees	Our stakeholders – Workforce	12
		Our approach to ESG – Talent, diversity and inclusion	73
		Financial statements – Note 25 – Average number of employees – Note 26 – Employment costs and provisions	215 215
		Rio Tinto financial Information by Business Unit	286-288
	6.E – Share ownership	Governance – Implementation report – Executive Directors’ shareholding – Non-Executive Directors’ share ownership – Other share plans	136 140 140
	6.E – Share ownership	Financial statements - Note 27 – Share-based payments	216-218
	6.F – Disclosure of a registrant’s action to recover erroneously awarded compensation	Governance – Remuneration policy – Executive remuneration structure - Policy table See Exhibit 96.5	120-122
7	Major shareholders and related party transactions
	7.A – Major shareholders	Shareholder information - Shareownership – Substantial shareholders in Rio Tinto plc – Substantial shareholders in Rio Tinto Limited – Analysis of ordinary shareholders – Twenty largest registered shareholders	349 349 350 350
	7.B – Related party transactions	Financial review	24-29
	7.B – Related party transactions	Financial statements Note 33 – Related-party transactions	231
	7.C – Interests of experts and counsel	Not applicable	–

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