Form 425 -- BHP Billiton PLC

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 to the Securities & Derivatives Industry Association on July 29, 2008.


Securities & Derivatives Industry Association
Marcus Randolph
29 July 2008
Securities & Derivatives Industry Association
Marcus Randolph
29 July 2008
BHP Billiton –
Strength, Stability and Growth
BHP Billiton –
Strength, Stability and Growth


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Disclaimer
This document has been prepared by BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton") and comprises the written materials/slides for a presentation concerning BHP
Billiton's offers for Rio Tinto Limited and Rio Tinto plc (“Rio Tinto”). By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of 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.
This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation
of any offer to sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its
distribution form the basis of, or 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.  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.
Information about Rio Tinto is based on public information which
has not been independently verified.
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.  The forward-looking statements include 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 forward-looking statements speak only as at the date of this presentation.  These statements are based on current expectations and beliefs
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
from any expected future results, performance or achievements expressed or implied by such forward-looking statements.  The forward-looking statements are based on
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 may or may not prove to be correct.
There
are
a
number
of
factors
that
could
cause
actual
results
or
performance
to
differ
materially
from
those
expressed
or
implied
in
the
forward-looking
statements.
Factors
that could cause actual results or performance to differ materially from those described 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, as well as additional factors such as changes in global, political, economic, business, competitive, market or
regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or dispositions and the outcome of litigation and government actions. 
Additional risks and factors that could cause BHP Billiton results to differ materially from those described in the forward-looking statements can be found in BHP Billiton's filings
with the US Securities and Exchange Commission (the "SEC"), including BHP Billiton's Annual Report on Form 20-F for the fiscal year-ended June 30, 2007, and Rio Tinto’s
filings
with
the
SEC,
including
Rio
Tinto’s
Annual
Report
on
Form
20-F
for
the
fiscal
year-ended
December
31,
2007,
which
are
available
at
the
SEC's
website
(http://www.sec.gov).  Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.  The information and
opinions
expressed
in
this
presentation
are
subject
to
change
without
notice
and
BHP
Billiton
expressly
disclaims
any
obligation
(except
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) or undertaking to disseminate any updates or revisions to any
forward-looking
statements
contained
herein
to
reflect
any
change
in
BHP
Billiton’s
expectations
with
regard
thereto
or
any
change
in
events,
conditions
or
circumstances
on
which any such statement is based.


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Disclaimer
(continued)
No
statements
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.
Information Relating to the US Offer for Rio Tinto plc
BHP Billiton plans to register the offer and sale of securities it would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders by filing with the SEC a
Registration Statement (the “Registration Statement”), which will contain a prospectus (the “Prospectus”), as well as other relevant materials.  No such materials have yet
been filed.  This communication is not a substitute for any Registration Statement or Prospectus that 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 ANY REGISTRATION
STATEMENT, 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 will be 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), once such documents are filed with the SEC.  Copies of such documents may also be obtained from BHP Billiton without charge,
once they are filed with the SEC.
Information for US Holders of Rio Tinto Limited Shares
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:
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
and
the
Rio
Tinto
Limited
Offer
for
Rio
Tinto
shareholders
located
in
the
US
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.
References in this presentation to “$”
are
to United States dollars unless otherwise specified.
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.


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BHP Billiton: Strength, Stability and Growth
Today: The world’s leading diversified mining company
Our past: A proven track record
Our future: The outlook is exciting
The offer for Rio Tinto


With a diversified global portfolio
Aluminium
Base Metals
Diamonds & Specialty Products
Energy Coal
Iron Ore
Manganese
Metallurgical Coal
Petroleum
Stainless Steel Materials
Offices
Note: Location of dots indicative only
Stainless Steel Materials
#3 global nickel producer
Iron Ore
#3 global supplier
of seaborne iron ore
Manganese
#1 global supplier of
seaborne manganese ore
Metallurgical Coal
#1 global supplier of seaborne
traded metallurgical coal
Base Metals
#3 global producer of copper, silver and lead
Aluminium
#4 global producer of bauxite and #4 aluminium
company based on net third party sales
Energy Coal
#4 global supplier of seaborne
export thermal coal
Petroleum
A significant oil and gas exploration
and production business
Diamonds & Specialty Products
EKATI Diamond Mine is one of the world’s
largest gem quality diamond producers.


Western Australia: A share in the success
*A$m
State (Royalties and Taxes)                  639
Payments to Local Contractors             384
WA Contract Payments                       2956
Wages and Superannuation                 587
(employees)
Community Contributions                        23
* FY 2008 Estimate


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Creating the world’s largest diversified natural resources
company
Sources:
Bloomberg,
Datastream.
a)
Rio Tinto undisturbed market cap as at 31-Oct-2007 was US$122bn.
Top 10 metals and mining companies
(Market capitalisation as at 17-July-2008, US$bn)
Rio Tinto
China
Shenhua
Anglo
American
Xstrata
Norilsk
Nickel
Barrick
Gold
Freeport
McMoRan
Anglo
Platinum
BHP Billiton
Vale
0
60
120
180
240
Australian head office
Non-Australian head office
Undisturbed (a)


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Led by an experienced management team
Notes:
a)
Andrew Mackenzie’s appointment to BHP Billiton was announced on 20-Nov-2007, he has not yet commenced his new role at BHP Billiton. He
previously worked at Rio Tinto where he was Chief Executive, Diamonds and Industrial Minerals.
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
Andrew Mackenzie
(a)
Chief Executive Non Ferrous
30 years resources experience
Previously worked at Rio Tinto


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Maintaining our commitment to our core strategy
Focus on Tier 1 assets that are large, low-cost and expandable
Focus on the extraction of upstream natural resources
Portfolio diversified by commodity, customer and geography
reducing the volatility of cash flows
Maintenance of a deep diversified inventory of 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


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With an overriding commitment to ethics, safety,
environmental practice and community engagement
Sustainable development is fundamental to our success
Our licence to operate depends on responsibly operating our
business:
A track record of being valued by our communities will
contribute to us being considered a ‘company of choice’
by
governments, business partners and communities
Improves the ability to attract and retain a skilled and
motivated workforce
Our reputation as an ethical, responsible business will assist
in our ability to attract capital
2007 sustainability report available on our website
www.bhpbilliton.com/bb/sustainableDevelopment.jsp
We aim to be a business that creates a positive legacy


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Our past: A proven track record


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Our business today…a unique diversified portfolio balanced
across high margin commodities
Underlying EBITDA
(CY2007, 12 months, US$bn)
Underlying EBITDA Margin
(a)
(CY2007, 12 months)
Note: Historical financial information has been restated for comparative purposes per note 1 of BHP Billiton’s half-year financial report for the half-year
ended 31-Dec-2007. CY2007 represents the 12 months ending 31-Dec-2007.  FY2002 EBITDA number are presented in accordance with UK
GAAP whereas CY2007 is based on IFRS (so underlying EBITDA).
(a) EBITDA margin excludes third party sales.
52%
40%
36%
70%
52%
43%
75%
23%
34%
Iron Ore
Manganese
Metallurgical Coal
Base Metals
Stainless Steel
Materials
Aluminium
Petroleum
Energy Coal
Diamond &
Specialty Products
0
6,000
12,000
18,000
24,000
FY2002
CY2007
4,677
23,623
Iron Ore
Manganese
Metallurgical Coal
Petroleum
Energy Coal
Aluminium
Base Metals
Stainless Steel
Materials
Diamond & Specialty Products
Non
Ferrous
(56%)
Energy
(21%)
Carbon
Steel
Materials
(22%)


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A track record of investing early to meet demand…
Completed projects
(US$bn)
Source: BHP Billiton and Rio Tinto annual and half-yearly reports.
Note: Total represents capital expenditure on completed projects.
1.0
2.1
3.9
5.8
7.4
8.7
15.5
7.2
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
Historical completed projects
Completed projects in financial year
Rio Tinto cumulative completed projects
FY2002
Antamina
Typhoon
Tintaya Oxide
FY2003
Escondida Phase IV
San Juan UG
Bream Gas Pipeline
Mozal 2
Zamzama
FY2004
WAIO - Area C
Mt Arthur North
Hillside 3
Ohanet
Cerrejon Zona Norte
WAIO - Prod & Cap Exp
WAIO Acc Exp
FY2005
NWS Train 4
ROD
GOM
WAIO RGP1
Mad Dog
Minerva
Angostura
Panda UG
Dendrobium
BMA Phase 1
FY2006
Escondida Norte
Paranam
Worsley DCP
Escondida Sulphide
WAIO RGP2
FY2007
Spence
BMA Phase 2
Blackwater Coal
FY2008
Genghis Khan
Atlantis South
Pinto Valley
Stybarrow
Koala UG
WAIO RGP3
Ravensthorpe
Yabulu


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Most developments have been executed to expectations,
wherever on the globe they are located
Notes:
a)
Selected
projects
>US$100m
and
managed
by
BHP
Billiton.
Excludes
petroleum
projects.
Performance
relative
to
initial
announced
US$
budget.
b)
BHP
Billiton
provided
the
latest
update
for
the
status
of
the
Ravensthorpe
project
at
the
announcement
of
its
full
year
2007
preliminary
results
on
22
August
2007.
At
that
time
the
expected
cost
was
212%
of
the
initial
announced
US$
budget
and
136%
of
the
initial
target
schedule.
Major minerals development projects
commissioned
since
July
2001
(a) (b)
0%
20%
40%
60%
80%
100%
120%
Mozal
2
Hillside 3
Escondida
Phase IV
Escondida
Norte
Escondida
Sulphide
Spence
Mount Arthur
North
MAC
& PACE
WAIO
RGP1
WAIO
RGP2
WAIO
RGP3
Ravensthorpe
Time
Over Budget
Behind
Schedule
Under
Budget
Ahead of
Schedule
Budget


Significant EPS and DPS growth delivered for shareholders
Earnings per share
(US$ per share)
Note:
(a)
BHP
Billiton’s
EPS
represents
reported
underlying
EPS
for
the
financial
year
ending
30
-June.
EPS
in
FY2002
excludes
the
results
of
BHP
Billiton’s
Steel
business
which
was
demerged
in
July
2002.
(b)
Two
interim
dividends
were
paid
in
FY2004.
Ordinary dividends per share
(US cents per share)
0.31
0.31
0.56
1.06
1.68
2.34
0.00
0.50
1.00
1.50
2.00
2.50
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
50% CAGR
13.0
14.5
26.0
28.0
36.0
47.0
0
10
20
30
40
50
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
29% CAGR
(a)
(b)


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Our future: The outlook is exciting


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Chinese growth is driving global materials demand
China
USA
Other
Notes:
Seaborne
iron
ore
demand
based
on
import
statistics
-
CRU
data
for
2007,
IISI
data
for
1997.
Energy
consumption
is
all
uses
of
coal,
gas,
oil
and
nuclear,
expressed
as
millions
tonnes
of
oil
equivalent,
2007
data
not
yet
available.
Source:
CRU,
Brook
Hunt,
BP
Statistical
Review
of
World
Energy
(2007),
IISI.
a)
Consumption
growth
calculated
based
on
the
change
in
annual
consumption
between
years
ended
1997
and
2007,
expect
for
Energy
consumption
which
is
based
on
the
period
between
1995
and
2006..
Change in global consumption
(%, 1997-2007
(a)
)
7 %
(2)%
(4)%
(14)%
57 %
7 %
16 %
50 %
36 %
96 %
88 %
64 %
Copper
Nickel
Seaborne Iron Ore
Energy


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0
200
400
600
800
1,000
1,200
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
GDP/Capita (Jan 2008 Constant US Dollars)
China
Germany
India
Japan
Korea, Rep.
United States
Taiwan
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...and industrialisation and urbanisation in China appears to
have a long way to go
Finished steel consumption
(kg/capita)
Note: the shape of the arrow shows the general trend among countries for finished steel consumption as GDP per capita increases and is not to scale
Source: World Bank; Government Statistics for Taiwan; IISI


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India –
the journey has begun
GDP
(US$ billion)
BHP Billiton copper equivalent sales volume units
(a)
(100=FY2002 sales to China)
Equity
1996
2006
FY 2002
FY 2007
0
50
100
150
200
250
300
350
400
450
500
China
India
0
200
400
600
800
1,000
China
India
Equity
Basis
Source:
World
Bank,
Focus
Economics,
BHP
Billiton.
a)
Note:
Converted
to
copper
equivalent
units
using
BHP
Billiton
FY2007
average
realised
prices
and
BHP
Billiton
estimates.
100%
Basis


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BHP Billiton has a deep diversified inventory of growth options,
many of which are brownfield
expansions
2010
As at 2 May 2008
Proposed capital expenditure
SSM
Energy Coal
D&SP
Iron Ore
Base Metals
Petroleum
Met Coal
CSG
Manganese
Aluminium
2008
Execution
2013
Feasibility
Future Options
WA Iron Ore
Quantum 2
Hallmark
CMSA
Pyro Expansion
Blackwater
UG
2008
$2bn+
$501m-$2bn
<$500m
Boffa/Santou
Refinery
Pyrenees
Samarco
Neptune
Shenzi
Alumar
Atlantis
North
Klipspruit
GEMCO
Zamzama
Phase 2
Guinea
Alumina
Worsley
E&G
Perseverance
Deeps
Maruwai
Stage 1
Douglas-
Middelburg
Mt Arthur
Coal UG
Cliffs
Newcastle
Third Port
NWS
Angel
Nimba
Ekati
Canadian
Potash
WA Iron Ore
Quantum 1
CW Africa
Exploration
Angola
& DRC
WA Iron Ore
RGP 5
Macedon
Turrum
CMSA Heap
Leach 1
NWS
CWLH
Peak Downs
Exp
DRC
Smelter
Mad Dog
West
KNS
Exp
Corridor
Sands 1
Cerrejon
Opt Exp
Angostura
Gas
NWS
T5
Navajo
Sth
Bakhuis
Maruwai
Stage 2
NWS Nth
Rankin B
WA Iron Ore
RGP 4
Kipper
Antamina
Exp
Goonyella
Expansions
Olympic Dam
Expansion 3
Corridor
Sands 2
Knotty
Head
Maya
Nickel
Gabon
Daunia
Olympic Dam
Expansion 2
Browse
LNG
Resolution
Saraji
Thebe
Cannington
Life Ext
SA Mn
Ore Exp
Wards
Well
Eastern
Indonesian
Facility
NWS
WFGH
Olympic Dam
Expansion 1
CMSA Heap
Leach 2
Escondida
3rd Conc
Red Hill
UG
GEMCO
Exp
Samarco 4
Shenzi
Nth
Neptune
Nth
MKO
Talc
Scarborough
Caroona
Kennedy
Boffa/Santou
Refinery
Pyrenees
Samarco
Neptune
Shenzi
Alumar
Atlantis
North
Klipspruit
GEMCO
Zamzama
Phase 2
Guinea
Alumina
Worsley
E&G
Perseverance
Deeps
Maruwai
Stage 1
Douglas-
Middelburg
Mt Arthur
Coal UG
Cliffs
Newcastle
Third Port
NWS
Angel
Nimba
Ekati
Canadian
Potash
WA Iron Ore
Quantum 1
CW Africa
Exploration
Angola
& DRC
WA Iron Ore
RGP 5
Macedon
Turrum
CMSA Heap
Leach 1
NWS
CWLH
Peak Downs
Exp
DRC
Smelter
Mad Dog
West
KNS
Exp
Corridor
Sands 1
Cerrejon
Opt Exp
Angostura
Gas
NWS
T5
Navajo
Sth
Bakhuis
Maruwai
Stage 2
NWS Nth
Rankin B
WA Iron Ore
RGP 4
Kipper
Antamina
Exp
Goonyella
Expansions
Olympic Dam
Expansion 3
Corridor
Sands 2
Knotty
Head
Maya
Nickel
Gabon
Daunia
Olympic Dam
Expansion 2
Browse
LNG
Resolution
Saraji
Thebe
Cannington
Life Ext
SA Mn
Ore Exp
Wards
Well
Eastern
Indonesian
Facility
NWS
WFGH
Olympic Dam
Expansion 1
CMSA Heap
Leach 2
Escondida
3rd Conc
Red Hill
UG
GEMCO
Exp
Samarco 4
Shenzi
Nth
Neptune
Nth
MKO
Talc
Scarborough
Caroona
Kennedy
RBM
Puma


Clear plan for growth to 300 mtpa
and beyond
26
112
20
45
40
60
50
Western Australia Iron Ore capacity
(mtpa, 100% basis)
2015
Pre-feasibility
Quantum 1
2007
RGP3*
RGP4
RGP5
RGP6
Quantum 2
Status
CY07 Actual
Production
Ramping up
to full capacity
Construction
Feasibility &
early works
Pre-feasibility
Concept
Completion  (CY)
2007
2010
2011
2012
300
capacity
in 2015
Completed
Advanced planning
Construction
Notes:
109 mtpa
capacity pre RGP3
Attributable basis: CY2007 = 95 mtpa; 240 mtpa
=
~ 204 mtpa; 300 mtpa
= ~ 255 mtpa; 350 mtpa
= ~ 298 mtpa
> 350
capacity
240
capacity
in 2012


382%
599%
486%
Iron ore
Metallurgical
coal
Manganese
ore
Raw material prices have risen, but still low as a % of steel price
Commodity price movement
(% change 2001-2008)
Note:
Historical
nominal
prices
based
on
Japanese
financial
year
benchmarks
beginning
April
of
relevant
year.
a)
Iron
ore
based
on
benchmark
FOB
prices.
JFY2008
forecast
prices
calculated
based
on
65-71%
increase
above
JFY2007
benchmark
per
Vale
settlement
for
Itabira
fines.
b)
Metallurgical
coal
based
on
Peak
Downs
Hay
Point
FOB.
JFY2008
forecast
prices
calculated
based
on
206-240%
increase
above
JFY2007
benchmark
per
BHP
Billiton
announcement
9-Apr-2008.
c)
Manganese
based
on
GEMCO
lump
ore
contract
FOB.
JFY2008
prices
based
on
recent
manganese
spot
price
settlement
reported
in
the
Tex
Report
on
12-Feb-2008.
d)
Based
on
benchmark
contract
prices.
Iron
ore,
metallurgical
coal
and
manganese
announced
2008
settlements
(71%
for
iron
ore
and
206%
for
coking
coal)
are
reflected
in
Q2
CY2008
costs
for
2008
YTD
estimate.
e)
For
US
delivery.
Source:
CRU.
Hot rolled coil price and raw material costs
(US market transactions (US$/mt) and share of raw materials costs (%))
0
100
200
300
400
500
600
700
800
900
1,000
2001
2002
2003
2004
2005
2006
2007
2008
YTD
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Raw materials cost as % of HRC price, % (RHS)
HRC price (LHS) US$/mt
(d)
(e)
(a)
(b)
(c)


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Slide 23
The offer for Rio Tinto


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Slide 24
Overlapping mineral basin positions. US$3.7bn per annum of
synergies
Selected
existing
BHP
Billiton
and
Rio
Tinto
assets,
projects
and
concessions.


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Summary of the offer for Rio Tinto
BHP Billiton has made a pre-conditional offer for Rio Tinto, it will be capable of acceptance by
shareholders following regulatory approvals and posting of offer
documents
The offer is being made direct to the shareholders of Rio Tinto
Rio Tinto shareholders are being offered 3.4 BHP Billiton shares
for every Rio Tinto share held
The 3.4:1 offer represents a 45%
(a)
premium
The offer is conditional on more than 50% acceptances of the publicly held shares in each of
Rio Tinto plc and Rio Tinto Ltd
BHP Billiton has conducted global roadshows speaking to the major shareholders of BHP
Billiton and Rio Tinto which has confirmed that shareholders have a clear understanding of the
industrial logic of the deal
BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value enhancing
for BHP Billiton shareholders –
and it makes even more sense if you own both
Notes:
a)
Based on the volume weighted average market capitalisation-of Rio Tinto and BHP Billiton for the month prior to BHP Billitons approach to
the Rio Tinto Board on 1-Nov-2007.


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BHP Billiton and Rio Tinto’s share prices have been strongly
correlated, with BHP Billiton outperforming
BHP Billiton Ltd and Rio Tinto Ltd TSR
(a)
(Index: Jun-2001 = 100)
BHP Billiton Ltd vs
Rio Tinto Ltd relative performance
(Price performance relative to Jun-2001 = 100)
Source: IRESS.
a)
For
the
period
29-Jun-2001
to
31-Oct-2007.
Total
Shareholder
Return
(“TSR”)
calculated
as
the
increase
in
share
value
including
dividends
reinvested
at
the
date
of
receipt.
Assumes
Bluescope
Steel
shares
received
by
BHP
Billiton
Ltd
shareholders
in
July
2002
were
immediately
sold
with
proceeds
reinvested
in
BHP
Billiton
Ltd.
b)
For
the
period
of
29-Jun-2001
to
31-Oct-2007
to
exclude
any
takeover
premium
in
Rio
Tinto's
share
price
and
the
increased
correlation
in
share
prices
following
the
approach
by BHP
Billiton
to
Rio
Tinto
on
31-Oct-2007
to
the
current
date.
0
100
200
300
400
500
600
Jun-01
May-02
Apr-03
Mar-04
Jan-05
Dec-05
Nov-06
Oct-07
Rio Tinto
CAGR 24%
BHP Billiton
CAGR 30%
0
100
200
300
400
500
0
100
200
300
400
500
Rio Tinto Indexed Share Price Performance
(b)


Offer for Rio Tinto –
Compelling terms
Source: Datastream
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.
2.4
fair
value
exchange
ratio
represents
average
for
period
between
Rio
Tinto
offer
for
Alcan
(12-Jul-2007)
and
BHP
Billiton
approach
to
Rio
Tinto
Board
(1-Nov-2007).
2.2 for 1
2.4 for 1
2.6 for 1
2.8 for 1
3.0 for 1
3.2 for 1
3.4 for 1
3.6 for 1
Jul-2007
Sep-2007
Nov-2007
Jan-2008
Mar-2008
May-2008
Jul-2008
12-Nov-2007
BHP Billiton's proposal
06-Feb-2008
BHP Billiton's offer for Rio Tinto
Pre approach fair value exchange ratio


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Conclusion –
Strength, stability and growth
BHP Billiton on a standalone basis has a bright future
The core strategy remains unchanged
Focused on producing volumes from low cost assets
A combination of BHP Billiton and Rio Tinto can generate substantial
additional
value
for
shareholders
we
are
a
natural
fit
In addition to the synergies, combining the two would create a company
that is:
Unique in character;
Capable of delivering superior returns for its shareholders; and
An Australian champion on the global stage
BHP
Billiton
believes
the
terms
of
the
Rio
Tinto
offer
reflect
a
good
deal
for
both companies’
shareholders
The
process
has
a
long
time
to
run
an
offer
document
is
not
expected
to
be posted to shareholders until late 2008


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Questions and Answers


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Senior Executive Profiles


Slide 31
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Appendix: Marcus Randolph Profile
Marcus Randolph –
Chief Executive Ferrous and Coal
Age:
52
Professional qualifications:
MBA (Harvard Business School)
Bachelor of Science (Colorado School of Mines)
Previous BHP Billiton positions:
Chief Organisation
Development Officer
President Diamonds and Specialty Products
Chief Development Officer Minerals
Prior to the formation of BHP Billiton, other positions held included:
Chief Strategic Officer Minerals
Other work experience:
Chief Executive Officer, First Dynasty Mines
Mining and Minerals Executive, Rio Tinto Plc
Director of Acquisitions and Strategy, Kennecott Inc.
General
Manager,
Corporacion
Minera
Nor
Peru
(Asarco)
Mine Operating Positions in the US, Asarco Inc.
Residence:
Melbourne, Australia


Slide 32
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Appendix: Marius Kloppers Profile
Marius Kloppers –
Chief Executive Officer
Age:
46
Professional qualifications:
BE (Chem), MBA, PhD (Materials Science)
Bachelor of Chemical Engineering (University of Pretoria (South Africa))
PhD from Massachusetts Institute of Technology (MIT) (USA)
MBA from Insead (France)
Previous BHP Billiton positions:
Group President, Non-Ferrous Materials
Chief Commercial Officer
Chief Marketing Officer
Prior to the formation of BHP Billiton, other positions held included:
Group Executive of Billiton Plc (coal and manganese)
Chief Executive Samancor Manganese
Chief Operating Officer, Aluminium
General Manager, Hillside Aluminium
Variety of operating and functional roles in the Aluminium business
Other BHP Billiton roles:
Played a central role in the merger of BHP and Billiton
Led the team working on BHP Billiton’s acquisition of WMC
Other work experience:
McKinsey & Co –
management
consultant (The Netherlands)
Sasol –
petrochemicals (South Africa)
Mintek –
materials research (South Africa)
Residence:
Melbourne, Australia