425 1 d425.htm FORM 425 FORM 425

Filed by: BHP Billiton Plc

and BHP Billiton Limited

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rio Tinto plc

Commission File No.: 001-10533

The following are slides comprising a presentation that was given by Marcus Randolph, Chief Executive Ferrous and Coal, BHP Billiton on November 6, 2008.


Resourcing the Future
6 November 2008
Marcus Randolph
Group Executive and Chief Executive
Ferrous and Coal
Macquarie Private Wealth Special Presentation
SHANGHAI


Slide 2
Disclaimer
By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton") accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that
such is the case, the information contained in this presentation is, to the best of the knowledge and belief of the directors of BHP Billiton, in accordance with the facts and contains no omission
likely to affect its import.
Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and
accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied.  To the extent permitted by
law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever
arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith.  Information about Rio Tinto plc and Rio Tinto Limited ("Rio Tinto") is
based on public information which has not been independently verified.
This presentation is for information purposes only and does not constitute or form part of any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such
securities, nor shall it or any part of it be relied on in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote
or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction (or under an exemption from such requirements).  No offering of securities shall be made into the United States except pursuant to registration under the
US Securities Act of 1933, as amended, or an exemption therefrom.  Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly)
in Japan or Malaysia.  The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about,
and observe, any such restrictions. 
This presentation is directed only at persons who (i) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Order or
(iii) are outside the United Kingdom (all such persons being referred to as "relevant persons").  This presentation must not be acted on or relied on by persons who are not relevant persons. 
Certain statements in this presentation are forward-looking statements (including statements regarding contribution synergies, future cost savings, the cost and timing of development projects,
future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives and, without limitation, other
statements typically containing words such as "intends," "expects," "anticipates," "targets," plans," "estimates" and words of similar import.)  These statements are based on current expectations
and beliefs and numerous assumptions regarding BHP Billiton's present and future business strategies and the environments in which BHP Billiton and Rio Tinto will operate in the future and
such assumptions, expectations and beliefs may or may not prove to be correct and by their nature, are subject to a number of known and unknown risks and uncertainties that could cause
actual results, performance and achievements to differ materially.
Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, BHP Billiton's ability to
successfully combine the businesses of BHP Billiton and Rio Tinto and to realise expected synergies from that combination, the presence of a competitive proposal in relation to Rio Tinto,
satisfaction of any conditions to any proposed transaction, including the receipt of required regulatory and anti-trust approvals, Rio Tinto’s willingness to enter into any proposed transaction, the
successful completion of any transaction, and the risk factors discussed in BHP Billiton's and Rio Tinto’s filings with the U.S. Securities and Exchange Commission ("SEC") (including in Annual
Reports on Form 20-F for the most recent fiscal years) which are available at the SEC's website (http://www.sec.gov).  Save as required by law or the rules of the UK Listing Authority and the
London Stock Exchange, the UK Takeover Panel, or the listing rules of ASX Limited, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation 


Slide 3
Disclaimer
(continued)
No statement concerning expected cost savings, revenue benefits (and resulting incremental EBITDA) and EPS accretion in this presentation should be interpreted to mean that the future
earnings per share of the enlarged BHP Billiton group for current and future financial years will necessarily match or exceed the historical or published earnings per share of BHP Billiton, and
the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.
References in this presentation to “$” are to United States dollars unless otherwise specified. 
In connection with the offer and sale of securities BHP Billiton would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has filed with the SEC a Registration
Statement on Form F-4 (the “Registration Statement”), which contains a  preliminary prospectus (the “Prospectus”), and will file additional relevant materials with the SEC.  This
communication is not a substitute for the Registration Statement or the Prospectus that BHP Billiton has filed, or any amendments or supplements to those documents BHP Billiton may file,
with the SEC.
U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OF RIO TINTO PLC ADSs ARE URGED TO READ THE REGISTRATION STATEMENT,
THE PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain a free copy of the Registration Statement and the Prospectus as well as other relevant documents filed with the SEC at the SEC's website
(http://www.sec.gov).  Copies of such documents may also be obtained from BHP Billiton without charge.
BHP Billiton Limited is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Limited Offer.  Accordingly, Rio Tinto Limited
shareholders should carefully consider the following:
The Rio Tinto Limited Offer will be an exchange offer made for the securities of a foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from
those of the United States. Financial statements included in the document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuers are located in a foreign country, and some or all
of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that BHP Billiton may purchase securities of either Rio Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as in open market or privately
negotiated purchases.
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
and
the
Rio
Tinto
Limited
Offer
for
Rio
Tinto
shareholders
located
in
the
US
Information
for
US
Holders
of
Rio
Tinto
Limited
Shares


Slide 4
0
2
4
6
8
10
12
14
Short-term global economic turmoil
Source:  IMF, IMF Forecasts October 2008
Gross domestic production
(% growth, constant 2006 US$)
Asian Banking
Crisis
Technology
Correction
Current
Financial Crisis
China
Emerging Economies
Developed Economies


Slide 5
China’s response
1.
Loosen credit controls
2.
Tax rebates increased by US$36 billion
3.
Economic stimulus package of US$450 billion
4.
Increase Fixed Asset Investment
5.
Stimulate the domestic economy; 90% of GDP


Slide 6
Simplicity, accountability and effectiveness
Neptune –
Gulf of Mexico


Slide 7
Our core strategy is unchanged
World-class, upstream natural resource assets that are large,
low-cost and expandable
Diversified by commodity, customer and geography
Deep inventory of diversified growth options
Focus on export orientated products
Overriding commitment to ethics, safety, environmental
practice and community engagement
Employer of choice, and a preferred partner for countries and
customers
Simplicity
Accountability
Effectiveness


Slide 8
0
100
200
300
400
500
600
700
BHP Billiton
Rio Tinto(a)
Vale
Xstrata
Anglo American
Note:
EBIT and Employees as per last published Annual Report, data does not include contractors. BHP Billiton as at 30-Jun-2008; Rio Tinto, Vale, Xstrata and
Anglo American as at 31-Dec-2007.
a)
Rio Tinto Post Alcan EBIT based on CY2007 full year proforma results.
EBIT per employee
(US$’000)
Pre-Alcan
Post-Alcan
Simplicity can be measured: earnings per employee


Slide 9
0.0
0.5
1.0
1.5
2.0
2.5
3.0
BHP Billiton
Rio Tinto (a)
Vale
Xstrata
Anglo American
Note:
Underlying EBIT and Net Debt as at 30 June 2008 for BHP Billiton, Rio Tinto, Vale, Xstrata and Anglo American.  Figures as per published Annual and Interim Results.
a)
If Rio
Tinto
Net
Debt
was
based
on
average
of
30
June
2007
and
30
June
2008
figures
(weighted
by
number
of
days
pre-
and
post-Alcan
acquisition),
ratio
would
be 0.512.
$ EBIT per $ of Net Debt
Ratio
Very strong balance sheet


Slide 10
Outstanding FY2008 result driven by strategy and execution
Record profit for the 7
th
consecutive year
Attributable profit up 12%, EPS up 18%
Full year dividend of 70 US cents per share, 49% increase
Production increases in 13 commodities, records in 7
10 major growth projects completed
A further 7 major projects sanctioned by the Board
Underlying
EBIT
margin
(a)
(FY2008)
Iron Ore
Manganese
Energy Coal
Metallurgical Coal
Diamonds and
Specialty Products
Base Metals
Petroleum
Stainless Steel
Materials
Aluminium
Group
Notes:
EBIT Margin excludes third party trading activities.
48%
67%
30%
31%
62%
51%
58%
24%
25%
20%


Slide 11
%
Underlying EBIT margin
(a)
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
0
10
20
30
40
50
60
70
80
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
Petroleum
Aluminium
Base Metals
D&SP
SSM
Iron Ore
Manganese
Met Coal
Energy Coal
BHP Billiton
Notes:
a)
FY2002
to
FY2005
are
calculated
under
UKGAAP.
Subsequent
periods
are
calculated
under
IFRS.
All
periods
exclude
third
party
trading
activities.
Diversification delivers sustainable margin growth


Slide 12
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
CY2007
CY2008F
CY2009F
CY2010F
CY2011F
CY2012F
Growth is expected to accelerate across the portfolio
% of growth CY2007-2012
(Estimated & unrisked)
Note: Growth in production volumes on a copper equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production.
Production volumes exclude BHP Billiton’s Specialty Products operation and all bauxite production. All energy coal businesses are included. Alumina volumes reflect only
tonnes available for external sale. Conversion of production forecasts to copper equivalent units completed using long term consensus price forecasts, plus BHP Billiton
assumptions for
diamonds,
domestic
coal
and
manganese.
Prices
as
at
July
2008.
Expected production growth
(Copper equivalent tonnes '000s)
45%
37%
18%
Steelmaking
Materials
Energy
Non-Ferrous


Slide 13
Focused on low risk countries where we already operate
By project type
(b)
87%
13%
Brownfield
Greenfield
By region
(c)
Existing
New
3%
97%
63%
Notes:
a)
Growth in production volumes on a copper equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production.
Production volumes exclude BHP Billiton’s Specialty Products operation and all bauxite production. All energy coal businesses are included. Alumina volumes reflect only
tonnes available for external sale. Conversion of production forecasts to copper equivalent units completed using long term consensus price forecasts, plus BHP Billiton
assumptions for
diamonds,
domestic
coal
and
manganese.
Prices
as
at
July
2008.
b)
Brownfield includes growth from existing operations as at 31-Dec-2007, as well as expansions and additional developments of, or around those assets.
c)
Existing regions represents those countries in which BHP Billiton already has asset operating as at 31-Dec-2007.
Expected production growth
(a)
(Copper equivalent tonnes, CY2007-CY2012)


Slide 14
Large, expandable assets
Largest uranium deposit in the
world
World’s 4
th
largest copper
deposit
World’s 4
th
largest gold
deposit
Major expansion in pre-
feasibility
World’s leading supplier of
seaborne metallurgical coal
Major expansions underway
Third largest supplier
Tripling of capacity expected
between 2007 & 2015
Well located with China as
largest customer
Olympic Dam
Queensland Coal
WA Iron Ore
Mt Newman
BMA
Olympic Dam


Slide 15
Our offer for Rio Tinto


Slide 16
Pre-conditional offer, capable of acceptance by shareholders following completion of regulatory processes
and posting of offer documents
Regulatory processes anticipated to be completed around the end of 2008
Rio Tinto
shareholders
are
being
offered
3.4
BHP
Billiton
shares
for
every
Rio
Tinto
share
held
All share offer
No shareholder forced to exit
Ability to participate in the synergies as well as the premium
CGT
rollover
relief
for
eligible
shareholders
(a)
Unlocks
US$3.7bn
per
annum
of
quantifiable
synergies
(b)
The
offer
represents
a
45%
premium
to
the
undisturbed
price
(c)
50%
minimum
acceptance
condition
(d)
Proposed
share
buyback
of
up
to
US$30bn
following
completion
if
the
offer
is
successful
(e)
BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value enhancing for BHP
Billiton shareholders
Notes:
a)
Australian CGT rollover relief will be available for Australian resident shareholders accepting the Rio Tinto Ltd Offer if compulsory acquisition is reached in the Rio Tinto Ltd Offer. UK
“rollover”
provisions
will
apply
to
accepting
Rio
Tinto
plc
shareholders
if
there
are
at
least
70
per
cent
acceptances
under
the
Rio
Tinto
plc
Offer.
b)
Estimated incremental EBITDA (nominal) based on publicly available information. To be read in conjunction with the notes in Appendix IV of BHP Billiton’s announcement dated
6-Feb-2008. Full run rate synergies expected in the seventh full year following completion.
c)
Premium based on the combined volume-weighted market capitalisation of Rio Tinto based on the volume-weighted average closing share prices over the month ended 31-Oct-2007
of £43.09 and A$109.20 for Rio Tinto plc and Rio Tinto Ltd respectively and volume-weighted average closing share prices over the month ended 31-Oct-2007 of BHP Billiton Plc
and BHP Billiton Ltd of £17.99 and A$45.77 respectively. Based on BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross
shareholdings eg.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
9-Nov-2007
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007.
NOTE: Consistent
with
the
UK
City
Code
on
Takeovers
and
Mergers,
the
offer
represents
a
48%
discount
based
on
the
combined
market
capitalisation
of
Rio
Tinto
based
on
the
closing share prices of Rio Tinto plc of £43.50 on 7-Nov-2007 and Rio Tinto Ltd of A$113.40 on 8-Nov-2007 and closing share prices of BHP Billiton Plc and BHP Billiton Ltd of £8.23
and A$24.70
respectively
on
23-Oct-2008.
Based
on
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio Tinto plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
23-Oct-2008
and
exchange
rates
of
1.622
US$/£
and
0.668
US$/A$
as
at
23-Oct-2008.
d)
The offer is conditional on more than 50% acceptances of the publicly held shares in each of Rio Tinto plc and Rio Tinto Ltd.
e)
i.e. if BHP Billiton acquires 100% of the shares in Rio Tinto Limited and Rio Tinto plc on the 3.4:1 announced offer terms.
Overview of our offer for Rio Tinto


Slide 17
Significant synergies expected from operations
Selected existing BHP Billiton and Rio Tinto assets, projects and concessions.
3
6
35
36
2
4
5
7
8
10
11
12
9
14
16
15
19
2021
22
23
18
17
24
25
26
27
28
29
3230
30
31
34
33
38
39
40
41
34
35
36
39
1415
16
37
38
40
21
20
3
11
10
12
45
29
31
19
4
6
7
23
21
22
28
24
26
1
18
8
9
41
5
27
33
32
43
44
37
42
45
46
49
47
48
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
13
BHP Billiton
Rio Tinto
Queensland
Coal
Resolution, Pinto Valley
and Kennecott
Hunter
Valley
Coal
26
26
26
26
26
48
Mt Thorley
Warkworth
Hunter Valley Ops
Mt Arthur Coal
Bengalla
Mt Pleasant
Gladstone
Hay Point
Mineral Sands
Ekati
and Diavik
48
26
Ekati
Diavik
48
26
Pinto Valley
Resolution
48
Corridor Sands
48
26
26
QMM
WA
Iron Ore
Port Hedland
Dampier
Cape Lambert
48
Mt Goldsworthy
48
48
48
Mining Area C
Yandi
26
Hamersley IO
26
Robe River
Goonyella
Riverside
Broadmeadow
Dalrymple
48
Blackwater
48
Gregory
26
Kestrel
48
Norwich
Park
48
Saraji
48
Peak Downs
26
Blair Athol
4848
48
48
48
26
Hail Creek
Mt Newman
26
Kennecott
Joint
South
Water Creek
Poitrel
26
24


Slide 18
3.4:1 offer represents compelling value
Source:
Datastream
(as
at
23-Oct-2008).
a)
Exchange
ratio
assumes
100%
BHP
Billiton
Ltd
shares
for
each
Rio
Tinto
Ltd
share
and
BHP
Billiton
shares
for
each
Rio
Tinto
plc
share
consisting
of
80%
BHP
Billiton
Plc
shares
and 20% BHP Billiton Ltd shares.
Rio
Tinto
vs
BHP
Billiton
historical
share
exchange
ratio
(a)
2.2 : 1
2.4 : 1
2.6 : 1
2.8 : 1
3.0 : 1
3.2 : 1
3.4 : 1
3.6 : 1
Jul-2007
Sep-2007
Nov-2007
Jan-2008
Mar-2008
May-2008
Jul-2008
Sep-2008
BHP
Billiton's
offer
for
Rio
Tinto


Slide 19
Comparative dividend per share
Rio Tinto
BHP Billiton
A$31.92
(3.2% yield)
A$25.45
(2.5% yield)
Rio Tinto
BHP Billiton
US$8.5bn
US$42.1bn
FY2008
dividends
per
A$1,000
of
shares
(a)
Net
debt
(c)
Notes:
a)
Calculated based on Rio Tinto Ltd and BHP Billiton Ltd share prices as at 23-Oct-2008 and using the dividend for the respective periods as paid in A$ by
BHP
Billiton and Rio Tinto.
b)
Dividends per share on a US$ basis. Rio Tinto’s ordinary dividends per share restated to June year end.
c)
As at 30-Jun-2008.
31%
49%
Rio Tinto
BHP Billiton
2.2
x
5.4
x
Rio Tinto
BHP Billiton
FY2007
to
FY2008
DPS
growth
(b)
FY2008
vs
FY2002
DPS
(b)


Slide 20
Indicative timetable for the offer
2008
Offer Period
Event
Jul
Aug
Sep
Oct
Nov
Dec
Day 0
(a)
Day 60
Post Day 60
Regulatory Approvals
Satisfaction of regulatory approval
pre-conditions
Offer Documentation
Posting of offer documents for Rio Tinto plc offer
and Rio Tinto Ltd offer to shareholders
Offer Fulfilment
Last date for fulfilment of greater than 50%
minimum acceptance condition in both the Rio
Tinto plc and Rio Tinto Ltd offers
Post Day 60
If
minimum
acceptance
conditions
are
met
offer
continues.  (i.e. in order to receive
sufficient acceptances to enable compulsory
acquisition)
Notes:
a)
Date
for
Day
0
may
fall
in
2008
or
2009.
Timetable
is
indicative
only.
(within 28 days of the
pre conditions being
satisfied)


Slide 21
Our offer is more compelling with this financial crisis
Financing secured
Limited liquidity available
Increased commodity diversification /
reduced cost through expected
synergies
Commodity prices declining
Select the best people from the two
companies
Management resources scarce
High
grade
growth
portfolio
select
best
& optimise capital expenditure
Growth projects being cancelled
Expected synergies a higher percentage
of value
Stock prices down
BHP Billiton / Rio Combination
Global Situation


Slide 22
Summary –
Our Expectations
Financial market volatility and economic uncertainty to
continue in the short-term
China, India and other developing economies to
continue to drive demand for commodities in the long-
term
Our diversified portfolio of low cost, high quality assets
places us at a competitive advantage
Our balance sheet and strong cash flow are a
significant advantage
Future production growth is strong
BHP Billiton is working towards completing the
regulatory review process for the Rio Tinto offer
by
around the end of 2008
We believe our offer is compelling for Rio Tinto
shareholders, and value enhancing for BHP Billiton
shareholders
Cannington


Slide 23
Questions and Answers


Slide 24
BHP Billitons’
senior management team
Chairman and Chief Executive Officer
Group Management Committee
Don Argus
Chairman
Chairman of BHP Billiton
Group since June 2001
Chairman of BHP Limited
since April 1999
Marius Kloppers
Chief Executive Officer
15 years resources
experience
15 years at BHP Billiton
Marcus Randolph
Chief Executive Ferrous and Coal
31 years resources experience
9 years at BHP Billiton
Previously worked at Rio Tinto
Alex Vanselow
Chief Financial Officer
19 years resources experience
19 years at BHP Billiton
Karen Wood
Chief People Officer
7 years resources experience
7 years at BHP Billiton
Michael Yeager
Chief Executive Petroleum
27 years resources experience
2 years at BHP Billiton
Alberto Calderon
Chief Commercial Officer
9 years resources experience
2 years at BHP Billiton


Slide 25
More information for shareholders
Internet
More information on BHP Billiton or BHP Billiton’s offer for Rio Tinto can be
found at either of the following web pages:
BHP Billiton:
www.bhpbilliton.com
BHP Billiton’s offer for Rio Tinto:
www.bhpbilliton.com\RioTintoOffer
Or Email:
investor.relations@bhpbilliton.com
BHP Billiton Shareholder Information Helpline
If you have any additional questions you can contact the Shareholder
Information Helpline on the following numbers:
Australia toll free:
1300 766 363
New Zealand toll free:
0800 668 228
For other callers:
+61 3 9415 4365
BHP
Billiton
Shareholder
Services
-
Computershare
For information about your shareholding contact:
Within Australia:
1300 656 780
Outside Australia:
+61 3 9415 4020
Fax:
+61 3 9473 2460