425 Filing -- BHP LTD

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 first given by Don Argus, Chairman, BHP Billiton on July 4, 2008.


Mr
Don Argus AO
Chairman, BHP Billiton


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.  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)
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.
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.


Slide 3
Disclaimer
(continued)
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:
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.
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 judgement.
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.


Slide 4
Today’s discussion
Introduction
BHP Billiton –
yesterday, today and tomorrow
Summary of the offer for Rio Tinto


Slide 5
Introduction
Joined the board November 1996, Chairman April 1999
Chairman of BHP Billiton Limited and BHP Billiton Plc since
formation
Market
capitalisation
rown
from
~US$31bn
in
2001
to
~US$220bn
in 2008
Four CEOs
in that period
Paul Anderson
Brian Gilbertson
Chip Goodyear
Marius Kloppers
Board
sound
and
strong
with
right
skills
and
experience
Positioned
for
the
next
stage
of
growth
and
sophistication
g


Slide 6
Today’s discussion
Introduction
BHP Billiton –
yesterday, today and tomorrow
Summary of the offer for Rio Tinto


Slide 7
100
110
120
130
140
150
160
170
FY01
FY02
FY03
FY04
FY05
FY06
FY07
BHP Billiton
8% CAGR
Rio Tinto
4% CAGR
BHP Billiton’s track record in production growth and value
growth speaks for itself
Notes:
a)
Source: Rio Tinto production numbers sourced from 2006 Annual and 2007 Half-Year Reports. Note: Production shown for the comparable 12 months ending 30-June for both BHP
Billiton and Rio Tinto. Converted to copper equivalent units using BHP Billiton FY2007 average realised prices and BHP Billiton estimates. Excludes production from sold/ceased
operations. Production growth does not include production for the six month period ending 31-Dec-2007.
b)
Source:
Datastream
and
financial
reports
and
company
filings
of
BHP
Billiton
and
Rio
Tinto.
Market
capitalisation
based
on
shares
outstanding
and
share
price
as
at
the
dates
shown.
In
addition,
over
the
period
from
29
-Jun-2001
to
31-Oct-2007,
BHP
Billiton
undertook
share
buybacks
of
US$11.4bn
and
Rio
Tinto
undertook
share
buybacks
of
US$4.8bn
and paid a special dividend of US$1.5bn in 2006.
Production
growth
(a)
(Index: FY2001 production = 100)
Market
capitalisation
(US$bn)
0
30
60
90
120
150
180
210
240
BHP Billiton
CAGR: 37%
Rio Tinto
CAGR: 29%
US$230bn
US$31bn
US$122bn
US$24bn
(b)


Slide 8
A record of growth driven from a unique diversified
portfolio, balanced across high margin commodities…
Underlying EBITDA
(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.
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%)


Slide 9
which
generates
strong
cash
flow
-
delivering
value
growth
through
reinvestment
and
return
to
shareholders
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
H1
H2
0
1,500
3,000
4,500
6,000
7,500
9,000
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
Available cash flow
(US$m)
Organic
growth
(US$m)
Return
to
shareholders
(US$m)
Note:
FY2005,
FY2006,
FY2007
and
H1
FY2008
have
been
calculated
on
the
basis
of
the
IFRS.
Prior
periods
have
been
calculated
on
the
basis
of
UK
GAAP.
(a)
Capital and Exploration FY expenditures (exclude acquisitions).
(b)
Dividends paid and share buybacks.
0
1,500
3,000
4,500
6,000
7,500
9,000
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
(a)
(b)


Slide 10
China’s urban population is on track to reach one billion
China population by city size
(Millions of people)
143
157
149
232
160
315
86
102
34
120
572
926
2005
2025
Big town
(<0.5m)
Small
(0.5m–1.5m)
Midsized
(1.5m–5m)
Big
(5m–10m)
Mega
(10m+)
Source: McKinsey Global Institute, March 2008, “Preparing for China’s Urban Billion”.
the number of times which GDP will have
multiplied by 2025
5
of
these
buildings
could
be
skyscrapers
the
equivalent
to
constructing
up
to
ten
New
York
cities
50,000
square
metres
of
floor
space
will
be
built
in
five
million
buildings
40
billion
mass-transit systems could be built
170
square metres
of road will be paved
5
billion
Chinese cities will have over one million people
living in them –
Europe has 35 today
221
China's
expected
urbanisation
in
2025


Slide 11
Industrialisation and urbanisation in China have a long way to
go …
China’s tiered city structure
2005
2010
2020
84 tier 1-3 cities
(a)
106 tier 1-3 cities
(b)
143 tier 1-3 cities
(c)
Tier 1
Tier 2
Tier 3
Source:
Global
Insight;
National
Bureau
of
Statistics
of
China
China
Statistical
Yearbook;
McKinsey
&
Company,
2006.
a)
Tier 1 city defined as registered population >4.6 m and nominal GDP/capita >US$3,200, tier 2 city defined as either registered population >4.6 m and nominal GDP/capita
at
least
US$1,600
or
nominal
GDP/capita
>US$3,200
and
registered
population
at
least
1.5m,
tier
3
city
defined
as
registered
population
US$1,600-US$3,200.
b)
Tier 1 city defined as registered population >4.8 m and nominal GDP/capita >US$3,600, tier 2 city defined as either registered population >4.8 m and nominal GDP/capita
at least
US$1,800
or
GDP/capita
>US$3,600
and
registered
population
at
least
1.6m,
tier
3
city
defined
as
registered
population
1.6-4.8 m
or
nominal
GDP/capita
US$1,800-
US$3,600.
c)
Tier 1 city defined as registered population >5.0 m and nominal GDP/capita >US$4,800, tier 2 city defined as either registered population >5.0 m and nominal GDP/capita
at least
US$2,400
or
GDP/capita
>US$4,800
and
registered
population
at
least
1.7m,
tier
3
city
defined
as
registered
population
US$4,800
1.7-5.0 m or nominal GDP/capita US$2,400-
1.5-4.6 m or nominal GDP/capita


Slide 12
0
200
400
600
800
1,000
1,200
1,400
1997
2007
with Chinese, not US, growth driving global metals
demand over the past 10 years
Copper consumption (kt)
Nickel consumption (kt)
Seaborne iron ore (mt)
Energy consumption (mtoe)
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.
0
2,000
4,000
6,000
8,000
10,000
12,000
1996
2006
0
3,000
6,000
9,000
12,000
15,000
18,000
1997
2007
0
150
300
450
600
750
900
1997
2007


Slide 13
Steel is an essential input as nations industrialise
and urbanise
Finished steel consumption
(kg/capita)
Source:
World
Bank;
Government
Statistics
for
Taiwan;
IISI
0
250
500
750
1,000
1,250
0
5,000
10,000
15,000
20,000
25,000
30,000
GDP/Capita (Jan-2008 Constant US Dollars)
China
India
Japan
Korea, Rep.
Taiwan
Germany
United States


Slide 14
Boffa/Santou
Refinery
As at 2 May 2008
Proposed capital expenditure
<$500m
$501m-$2bn
$2bn+
SSM
Energy Coal
D&SP
Iron Ore
Base Metals
Petroleum
Met Coal
CSG
Manganese
Aluminium
Neptune
Atlantis
North
Klipspruit
GEMCO
Zamzama
Phase 2
Maruwai
Stage 1
Mt Arthur
Coal UG
Newcastle
Third Port
Nimba
WA Iron Ore
Quantum 1
CW Africa
Exploration
WA Iron Ore
Quantum 2
Peak Downs
Exp
DRC
Smelter
Mad Dog
West
KNS
Exp
Hallmark
Corridor
Sands 1
Puma
Cerrejon
Opt Exp
Angostura
Gas
BHP Billiton’s future is assured
Navajo
Sth
Bakhuis
Maruwai
Stage 2
Antamina
Exp
Goonyella
Expansions
Olympic Dam
Expansion 3
Corridor
Sands 2
Knotty
Head
Maya
Nickel
Gabon
RBM
Olympic Dam
Expansion 2
Browse
LNG
Resolution
Saraji
Thebe
CMSA
Pyro Expansion
Cannington
Life Ext
SA Mn
Ore Exp
Wards
Well
Eastern
Indonesian
Facility
NWS
WFGH
Blackwater
UG
Red Hill
UG
GEMCO
Exp
Samarco 4
Shenzi
Nth
Neptune
Nth
Scarborough
Caroona
Kennedy
MKO
Talc
2010
2008
Execution
2013
Feasibility
Future Options
CMSA Heap
Leach 2
Olympic Dam
Expansion 1
Angola
& DRC
Macedon
CMSA Heap
Leach 1
Perseverance
Deeps
NWS Nth
Rankin B
WA Iron Ore
RGP 5
Turrum
NWS
CWLH
Guinea
Alumina
Douglas-
Middelburg
Pyrenees
Alumar
Shenzi
NWS
T5
WA Iron Ore
RGP 4
Kipper
Samarco
Worsley
E&G
NWS
Angel
Cliffs
Ekati
Daunia
Canadian
Potash
Escondida
3rd Conc


Slide 15
…and has created considerable wealth for global investors so
far…
BHP
Billiton
Plc
(a)
(GBP)
Source: Bloomberg, Datastream as at 26-Jun-2008
a)      Dividends/distributions assumes that the dividends are received in cash and reinvested in BHP Billiton. Includes the value of bonus shares distributed to BHP Billiton PLC
A holder of 1,000 BHP Billiton Plc shares on 28 June 2001 would have seen the value
of their total holding increase by 534%
-
5,000
10,000
15,000
20,000
25,000
30,000
Jun-01
Dec-01
Jun-02
Dec-02
Jun-03
Dec-03
Jun-04
Dec-04
Jun-05
Dec-05
Jun-06
Dec-06
Jun-07
Dec-07
Value at  26 June 2008: £22,077
Value at  28 June 2001: £3,480
Bluescope
shareholders post the
Steel spin-off.


Slide 16
Our message to BHP Billiton shareholders
BHP Billiton is a strong company today and will be with or without Rio Tinto
A superior track record of delivering shareholder value
A deep and diversified portfolio of resources assets
Excellent management of those assets
Genuinely global operating capability
Our strategy is clear and has been stable since 2001
The offer is structured to deliver to BHP Billiton shareholders a fair value uplift
Unlocks unique value for both groups of shareholders because of the
quantified synergies and other benefits 
These benefits are not available to Rio Tinto shareholders or BHP Billiton
shareholders on a standalone basis
The offer is compelling


Slide 17
Today’s discussion
Introduction
BHP Billiton –
yesterday, today and tomorrow
Summary of the offer for Rio Tinto


Slide 18
Offer for Rio Tinto –
A compelling combination
Optimising
mineral
basin
positions
and
infrastructure
Lower cost, more efficient production
Unlocking volume through matching reserves with infrastructure
Enhanced platform for future growth
Deployment of scarce resources to highest value opportunities
Greater ability to develop the next generation of large scale projects in
new geographies
Better positioned as partner of choice with governments and stakeholders
Efficient exploration and infrastructure development
Unique synergies and combination benefits
Economies of scale –
especially procurement
Avoid duplication, reduce corporate and divisional non-operating costs
Accelerate tonnage delivered to market
2
3
1


Slide 19
Offer for Rio Tinto –
Compelling terms
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
3.8 for 1
12-Jul-2007
07-Sep-2007
05-Nov-2007
01-Jan-2008
27-Feb-2008
24-Apr-2008
20-Jun-2008
Pre approach fair value exchange ratio
12-Nov-2007 BHP Billiton Proposal
06-Feb-2008
BHP Billiton Offer
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).


Slide 20
Legitimate questions for Rio Tinto shareholders
Assuming a satisfactory regulatory outcome, Rio Tinto shareholders will be faced
with 2 choices:
Accept BHP Billiton’s offer, which is priced at a 45% premium to the pre-
approach trading valuations of the two companies; or
Reject BHP Billiton’s offer, and require the Rio Tinto board to deliver this
value on a standalone basis
Rio Tinto shareholders will have 2 legitimate questions to ask of their Board
On
what
grounds
does
the
board
justify
rejecting
the
45%
premium
value
uplift plus pro rata share of synergies uplift, implied by BHP Billiton’s offer?
How does the Rio Tinto Board propose to deliver to its shareholders this
value that shareholders may forego by the Rio Tinto Board refusing to
engage with BHP Billiton?
Remember this is about relative value not absolute value