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

And

Rio Tinto Limited

Commission file No.: 000-20122

Date: 12 November 2007

The following are slides comprising an investor presentation that was first given on November 12, 2007.


12 November 2007
BHP Billiton and Rio Tinto
Unlocking Value


Page 2
Page
Disclaimer
This document has been prepared by BHP Billiton Ltd and BHP Billiton Plc (“BHP Billiton") and comprises the written materials/slides for a presentation concerning BHP Billiton and its proposed
combination with Rio Tinto Ltd 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 Canada or 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.
Information about Rio Tinto and Alcan Inc. (“Alcan”) included in this presentation is based on public information which has not been independently verified. Certain statistical and other
information about BHP Billiton included in this presentation is sourced from publicly available third party sources. As such it presents the views of those third parties, but may not necessarily
correspond to the views held by BHP Billiton.
Certain statements in this presentation are forward-looking statements.  Forward-looking statements include any synergy statements and, without limitation, other statements typically containing
words
such
as
"intends",
"expects",
"anticipates",
"targets",
"plans",
"estimates"
and
words
of
similar
import.
Such
forward-looking
information
includes,
without
limitation,
the
statements
as to
the impact of the proposed transaction on revenues, costs and earnings.  These forward-looking statements speak only as at the date of this presentation.  Such 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.  Such 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.


Page 3
Page 3
Disclaimer
(Continued)
There
are
several
factors
which
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
("SEC"),
including
BHP
Billiton's
Annual
Report
on
Form
20-F
for
the
fiscal
year-ended
December
31,
2006,
and
Alcan's
filings
with
the
SEC,
including
Alcan's
Annual
Report
on
Form
20-F
for
the
fiscal
year-
ended
December
31,
2006,
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.
None
of
the
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.
Goldman
Sachs
International
and
its
affiliates,
and
Gresham
Partners
are
acting
for
BHP
Billiton
and
no-one
else
in
connection
with
the
proposals
referred
to
in
this
presentation
and
will
not
be
responsible
to
any
other
person
for
providing
the
protections
afforded
to
their
respective
clients,
or
for
providing
advice
in
relation
to
such
proposals
or
any
other
transaction,
arrangement
or
matter
referred
to
herein.
In
connection
with
BHP
Billiton's
proposed
combination
with
Rio
Tinto
by
way
of
the
proposed
Schemes
of
Arrangement
(the
"Schemes"),
the
new
BHP
Billiton
shares
to
be
issued
to
Rio
Tinto
shareholders
under
the
terms
of
the
Schemes
have
not
been,
and
will
not
be,
registered
under
the
US
Securities
Act
of
1933,
as
amended,
or
under
the
securities
laws
of
any
state,
district
or
other
jurisdiction
of
the
United
States,
and
no
regulatory
clearances
in
respect
of
the
new
BHP
Billiton
shares
have
been,
or
(possibly
with
certain
limited
exceptions)
will
be,
applied
for
in
any
jurisdiction
of
the
United
States.
It
is
expected
that
the
new
BHP
Billiton
shares
will
be
issued
in
reliance
upon
the
exemption
from
the
registration
requirements
of
the
US
Securities
Act
provided
by
Section
3(a)(10)
thereof. 
In the event that the proposed Schemes do not qualify (or BHP Billiton otherwise elects pursuant to its right to proceed with the transaction in a manner that does not qualify) for an
exemption from the registration requirements of the US Securities Act, BHP Billiton would expect to register the offer and sale of the securities it would issue to Rio Tinto US shareholders
and Rio Tinto ADS holders by filing with the US Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”), which would contain a prospectus
(“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.
US
INVESTORS
AND
US
HOLDERS
OF
RIO
TINTO
SECURITIES
AND
ALL
HOLDERS
OF
RIO
TINTO
ADSs
ARE
URGED
TO
READ
THE
REGISTRATION
STATEMENT
AND
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,
IF
AND
WHEN
THEY
BECOME
AVAILABLE,
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
If and when filed, investors and security holders will be able to obtain a free copy of the Registration Statement and 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.
References
in
this
presentation
to
“$”
are
to
United
States
dollars
unless
otherwise
specified.


Page 4
Page 4
Agenda
I.
The proposal
II.
Market environment
III.
Unlocking value
IV.
Creating a minerals industry ‘super-major’
V.
Attractive and deliverable proposal
VI.
Conclusion: a unique combination to unlock value


Page 5
Page 5
I.
The proposal


Page 6
Page 6
BHP Billiton and Rio Tinto:
Creating a minerals industry ‘super-major’
BHP Billiton approached Rio Tinto on November 1 with a proposal to combine
the two companies
Rio Tinto has not agreed to engage in discussions
The proposal sets out a unique opportunity to unlock value for shareholders
Optimising mineral basin asset positions and infrastructure utilisation
Enhancing the platform for future growth
Delivery of synergy and combination benefits
Attractive value proposition for all shareholders
Benefits for customers and communities
Importantly, BHP Billiton believes that the proposal is deliverable


Page 7
Page 7
Summary of key elements of the proposal
All share proposal of 3 BHP Billiton shares for 1 Rio Tinto share
Attractive value at a premium of 28% to the combined volume-weighted
average
market
capitalisation
over
the
one
month
pre-approach
Proposal values Rio Tinto’s
issued ordinary shares at $153B
(b)
, equivalent to
£56.28 per Rio Tinto plc share
(b)(c)
A$138.30 per Rio Tinto Ltd share
(b)
Continued participation of Rio Tinto shareholders through 41% ownership of
combined group
(d)
Intended
initial
share
buy-back
of
approximately
$30B
following
completion
Two inter-conditional schemes of arrangement for Rio Tinto plc and Rio Tinto Ltd
BHP Billiton is seeking the support and recommendation of the Rio Tinto Board
Notes: 
a)
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.
b)
Based
on
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
closing
share
prices
of
£18.31
and
A$46.10
respectively
and
exchange
rates
of
2.077
US$/£
and
0.927
US$/A$
as
at
31-Oct-2007,
and
Rio
Tinto
plc
and
Rio
Tinto
Ltd
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.
c)
Value
per
Rio
Tinto
plc
share
assumes
Rio
Tinto
plc
shareholder
receives
consideration
as
a
mix
of
80%
BHP
Billiton
Plc
and
20%
BHP
Billiton
Ltd,
and
an
exchange
rate
of
0.446
£/A$
on
31-Oct-2007.
d)
Calculated before intended initial share buy-back (or an other appropriate mechanism); assumes that all Rio Tinto options estimated to be outstanding as at 31-Oct-2007 are exercised with exercise price cash settled and
resulting
Rio
Tinto
shares
exchanged
for
BHP
Billiton
shares.This
may
be
effected
through
an
other
appropriate
mechanism,
to
be
determined
at
a
later
date.
e)
This may be effected through other appropriate mechanism, to be determined at a later date.
(a)
(e)


Page 8
Page 8
II.
Market environment


Page 9
Page 9
China is industrialising, India following
Source: IMF and BHP Billiton estimates.
a)
Sales volume converted to copper equivalent units.
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
China’s rate of industrialisation is strong and growing
India’s GDP currently 10-15 years behind China
BHP Billiton’s equivalent sales volume to India in FY2007 was greater
than to China in FY2002
(a)
GDP
($B)
China
India


Page 10
Page 10
Chinese growth is driving global materials demand
Source:  IISI and BHP Billiton estimates.
Note crude steel production growth calculated based on the change in annual production between years ended 1996 and 2006.
0
250
500
750
1,000
1,250
1996
2006
Crude steel production
(mt)
China
USA
Japan
Europe
Other
India
65%
20%
6%
4%
4%
1%
Crude steel production growth (1996-2006)
(mt)
China
USA
Japan
Europe
Other
100% = 494
India


Page 11
Page 11
Demand growth to continue
Source: World Bank, OECD (GDP at Purchasing Power Parity), and IISI.
Steel intensity per capita
(kg Steel/Capita)
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
GDP/Capita (PPP, Jan. 2006 $)
USA (1900-2005)
Japan (1950-2005)
S. Korea (1970-2005)
Taiwan (1970-2005)
China (1970-2005)
India (2005)


Page 12
Page 12
III.
Unlocking value


Page 13
Page 13
Keys to unlocking value
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
1
3
2


Page 14
Page 14
Optimising mineral basin positions and infrastructure
Selected existing BHP Billiton and Rio Tinto assets, projects and concessions.
1
3
6
35
36
2
4
5
7
8
10
11
12
9
14
16
15
19
20
21
22
23
18
17
24
25
26
27
28
29
3230
30
31
34
33
38
39
40
41
34
35
36
39
14
16
37
38
40
21
20
3
11
10
12
45
29
31
19
4
6
7
23
2
22
28
24
26
1
18
8
9
41
5
27
33
32
43
44
15
1
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
48
48
48
48
48
26
Hail Creek
Mt Newman
26
Kennecott
Joint
South
Water Creek
Poitrel
26
24


Page 15
Pilbara
Port
BHP Billiton deposit / mine / port
Rio Tinto railway
Rio Tinto railway (proposed)
BHP Billiton railway
Rio Tinto deposit  / mine / port
Example: matching reserves and infrastructure (WAIO)
1
Notes:
a)
BHP Billiton estimates.
Rio Tinto
BHP Billiton
Incremental
Iron ore volume growth options unlocked
(a)
BHP Billiton village
Rio Tinto
undeveloped
deposits
Rio Tinto
operations
BHP Billiton
o
perations
HI
village
HI Yandi
BHP Billiton
Yandi


Page 16
Page 16
Selected existing BHP Billiton and Rio Tinto project pipeline and exploration permits.
Source:
Rio
Tinto
Fact
Book
2007,
Rio
Tinto
press
releases
(03-Jul-2007,
28-Jun-2007,
02-Aug-2007),
Rio
Tinto
and
Alcan
company
presentation
12-Jul-2007,
“Recommended
cash
offer
for
Alcan
by
Rio Tinto”,
and BHP Billiton estimates.
2
Enhanced platform for future growth
Unlocking value from future mineral provinces
Joint
38371
2
3
2
136
2
4
8
2
12
2
6
9
3
0
3
2¹
9
7
1
5
1
0
2
5
1
8
2
2
6
9
1
8
2
0
1
9
2
1
0
2
2
3
5
15
18
27
7
1
9
5
4
6
11
23
BHP Billiton
Rio Tinto
0
9
25
6
4
26
1
4
2
7
12
24
1
4
1
6
167
7
28
1
1
1
2
6
1
7
2
8
31
32
33
34
35
39
40
47
48
49
50
52
54
55
63
65
68
31
33
34
40
41
29
1
2
62
58
56
51
38
30
32
35
36
39
42
43
45
46
47
47
48
49
50
51
52
53
54
55
3
41
42
43
44
45
46
53
57
59
60
61
64
37
66
67
67
49
67
67
67
67
67
67
67
67
67
67
67
50
Lessons from:
-
Ekati
/ Diavik
-
Escondida
/ Zaldivar
-
Yandicoogina
Iron Ore,
Bauxite
Coal
Bauxite
Coal
Diamonds
,
Copper
Nickel
,
Ind. Minerals
Iron Ore
Nickel
,
Coal
Copper
Nickel


Page 17
Page 17
Example: efficient infrastructure development
2
Source:  Various Rio Tinto company presentations, and BHP Billiton.
Guinea Bauxite
A major source of
the world’s bauxite
potential resources
BHP Billiton leading
its development
Guinea Iron Ore
Large, undeveloped
high-quality deposits
Deposits under
development by BHP
Billiton and Rio Tinto with
significant potential
infrastructure and other
synergies
Senegal
Sierra Leone
Liberia
Cote d’Ivoire
Mali
Guinea-Bissau
Guinea
BHP Billiton
Exploration License
Rio Tinto Mining Concession
BHP Billiton
Exploration Application
Planned Trans Guinean Railway
Liberian Rail System
Global Alumina Mining Concession (33% BHPB)


Page 18
Page 18
Unique synergies and combination benefits
Material quantifiable synergies and financial benefits
Unique to this combination due to substantial overlap in neighbouring
and
jointly-owned operations
Incremental
EBITDA
impact
growing
to
estimated
$3.7B
(a)
*
$1.7B*
nominal
per
annum
from
cost
savings
expected
by
Year
3
(b)
; plus
Further EBITDA enhancement of $2.0B*
nominal per annum driven
primarily
by
the
acceleration
of
volumes
expected
by
Year
7
(b)
Total estimated one-off implementation cash costs related to achieving these
synergies
of
$0.65B*
over
Years
1
and
2
(b)
Other combination benefits expected
*  To
be
read
in
conjunction
with
the
notes
in
Appendix
1
of
BHP
Billiton
announcement
dated 12-Nov-2007, “Further Details On BHP Billiton’s Proposal”.
a)
Full run rate synergies expected by Year 7.
b)
Relates to number of full years following completion.
3


Page 19
Page 19
Anticipated cost savings EBITDA impact of $1.7B
$1.7B* EBITDA impact per annum from cost
savings expected by Year 3
(a)
Operating costs
Economies of scale in operations and
procurement of goods and services
Corporate and divisional non-operating costs
Elimination of overlaps in head office /
administration, marketing, exploration and
technology
Delivery expected to be phased through Year 1
(c.35%),
Year
2
(c.85%)
and
Year
3
(100%)
(a)
*  To
be
read
in
conjunction
with
the
notes
in
Appendix
1
of
BHP
Billiton
announcement
dated
12-Nov-2007,
“Further
Details
On
BHP
Billiton’s
Proposal”.
a)
Relates to number of full years following completion.
Cost savings achievable
($B*)
3
Total = 1.7
56%
18%
26%
Operating
costs
Corporate
non-operating
costs
Divisional
non-operating
costs


Page 20
Page 20
Anticipated further EBITDA enhancement of $2.0B
$2.0B* further EBITDA enhancement per annum expected by Year 7
Accelerate tonnage produced by optimising key mineral basins, assets and
infrastructure
Match infrastructure and resources in iron ore
Other asset optimisations
(NSW coal, Canadian diamonds, RBM/QIT)
Delivery expected to start in Year 4, and phased through Year 5 (c.25%), Year 6
(c.65%) and
Year
7
(100%)
(a)
3
*  To
be
read
in
conjunction
with
the
notes
in
Appendix
1
of
BHP
Billiton
announcement
dated
12-Nov-2007,
“Further
Details
On
BHP
Billiton’s
Proposal”.
a)
Relates to number of full years following completion.
(a)


Page 21
Page 21
Unlocking value: conclusions and observations
*  To
be
read
in
conjunction
with
the
notes
in
Appendix
1
of
BHP
Billiton
announcement
dated
12-Nov-2007,
“Further
Details
On
BHP
Billiton’s
Proposal”.
a)
Full run rate synergies expected by Year 7
b)
Relates to number of full years following completion.
This combination unlocks a very material and unique pool of value
More production, faster and lower cost; enhanced future growth options;
traditional synergies
Quantifiable
value;
incremental
EBITDA
impact
growing
to
estimated
$3.7B
(before realisation
costs)
The core consideration of the proposal is how this value would be shared
All
share
proposal:
both
BHP
Billiton
and
Rio
Tinto
shareholders
benefit
Rio Tinto shareholders: an increased share by way of the premium
BHP Billiton shareholders: a fair proportion of the value pool
(a)*


Page 22
Page 22
IV.
Creating a minerals industry ‘super-major’


Page 23
Page 23
Consistent with our strategy and investment proposition
Our strategy
Large, low-cost assets which are consistently profitable through the cycle
Focus on the extraction of upstream natural resources
Portfolio diversified by commodity, customer and geography reducing the volatility
of cash flows
Deep inventory of growth options
Focus on globally traded products
Overriding commitment to ethics, safety, environmental practice and community
engagement
Employer of choice, and a preferred partner for countries and customers
Our investment proposition
Strong cashflows through the cycle
Volume and value growth


Page 24
Page 24
Portfolio of tier 1 assets: low cost
2006
cost
curves
based
on
BHP
Billiton
estimates,
public
company
filings,
CRU,
Barlow
Jonker
and
Brook
Hunt
data.
Quartiles
calculated
as a percentage of total production reported.
Note: Orange shading represents assets owned by the combined company post transaction.
Iron ore CIF cost curve
($/dmt)
Hard coking coal FOB cost curve
($/t)
Copper C1 cash cost curve
(c/lb)
Alumina C1 cash cost curve
($/t)
0
50
100
150
200
250
300
350
0%
25%
50%
75%
100%
0
20
40
60
80
100
0%
25%
50%
75%
100%
0
20
40
60
80
0%
25%
50%
75%
100%
-120
-80
-40
0
40
80
120
160
200
25%
50%
75%
100%


Page 25
Page 25
Unique portfolio of tier 1 assets: scale
Iron ore (Mt)
Copper mines (Kt)
Bauxite mines (Kt)
2006 Production
Sources: 2006 data. CRU for iron ore, Brook Hunt for copper and bauxite.
Note: Orange represents assets owned by the combined company post transaction. Orange and grey shading represents assets with less than 50% ownership.
a)
Rio Tinto owns 40% of the Grasberg Joint Venture. The Grasberg mine is owned 91% by Freeport-McMoRan Copper & Gold Inc.
0
50
100
150
CVRD South
BHPB -
Pilbara
Rio -
Hamersley
CVRD North
Rio - Robe
Caemi System
Sishen
Ciudad Piar
Lebedinsky
Mikhailovsky
0
7,000
14,000
21,000
Huntly
Trombetas
(26.8%)
Weipa
Boké
(23.0%)
Boddington
Willowdale
Gove
Discovery Bay
Los Pijiguaos
Turgai
0
500
1000
1500
Escondida
Codelco Norte
Grasberg (a)
(40%)
Collahuasi
El Teniente
Norilsk
Antamina
(33.8%)
Morenci
Los Pelambres
Rudna


Page 26
Page 26
Portfolio of tier 1 assets: product diversification
Source:
BHP
Billiton
2007
Annual
Report,
Rio
Tinto
2006
Annual
Report
and
2007HY
Report,
Alcan
2006
10K
filing
and
2007
2nd
Quarter
10Q
filing.
Note: Underlying EBITDA excludes exceptional items and net finance costs, taxation and depreciation for jointly controlled entities.
a)
Rio
Tinto
financials
include
Alcan
(excluding
discontinued
operations),
for
the
twelve
months
ended
30-Jun-2007.
Aluminium
EBITDA
calculated
as
total
Rio
Tinto
Aluminium
underlying
EBITDA
plus
total
Alcan
underlying
EBITDA
less
Alcan
Packaging
and
Engineered
Products
Business
Group
Profit.
b)
Excludes
any
acquisition
accounting
adjustments,
synergies
and
the
potential
impact
of
adjusting
the
accounting
policies
of
Rio
Tinto
to
those
of
BHP
Billiton.
Underlying EBITDA (12 months to Jun-2007)
($B)
31%
31%
31%
24%
22%
20%
25%
16%
9%
10%
17%
9%
16%
5%
7%
4%
7%
4%
2%
6%
3%
BHP Billiton
Rio Tinto(a)
Combined Company(b)
23.0
17.2
40.2
Base Metals
Iron Ore, Manganese & Met Coal
Aluminium
Stainless Steel Materials
Petroleum
Energy Coal
Diamonds & Specialty Products
Other


Page 27
Page 27
Portfolio of tier 1 assets: geographic diversity and fiscal
stability
49%
28%
11%
12%
Pro forma assets by geography
($B)
100% = 91.4
Source:
BHP
Billiton
2007
Annual
Report,
Rio
Tinto
and
Alcan
pro
forma
sourced
from
Rio
Tinto
and
Alcan
company
presentation
12-Jul-2007,
“Recommended
cash
offer
for
Alcan
by
Rio
Tinto”.
Notes:
-
No adjustment to accounting policies has been made for the purposes of comparison. Alcan’s assets have not been adjusted to fair value post-acquisition by Rio Tinto.
-
BHP Billiton assets equal to total assets less investments in jointly controlled entities and unallocated assets as at 30-Jun-2007.
-
Rio Tinto and Alcan based on PP&E, intangible assets and goodwill as at 31 December 2006.
Australia
North America
Europe
South America,
Southern Africa
and Other
High proportion of core assets
in fiscally stable countries
A sound foundation for future
ventures into new mineral
provinces


Page 28
Portfolio of tier 1 assets: deep project pipeline
Source: Rio Tinto Fact Book 2007, Rio Tinto press releases (03-Jul-2007, 28-Jun-2007, 02-Aug-2007), Rio Tinto and Alcan company presentation 12-Jul-2007, “Recommended cash offer for Alcan by Rio Tinto”, and BHP Billiton estimates.
* Note Olympic Dam expansion shown under both Base Metals and Energy.
a)
Includes BHP Billiton Energy Coal and Rio Tinto Energy projects.
Execution
Feasibility
KUC Pushback
Northparkes
Cortez Hills
Oyu Tolgoi
Pebble
Olympic Dam Exp*
Escondida 3rd
Concentrator
Resolution
Greens Creek Ext
Northparkes Ext
KUC Ext
Alaska Copper
Deep Cortez Hill
La Granja
WA Iron Ore RGP 3
WA Iron Ore RGP 4
Samarco
#3 Pellet
Plant
Hamersley Port &
Rail
Hope Downs
Cape Lambert Port
WA Iron
Ore RGP 5
Quantum 1
Quantum 2
Samarco
#4
Nimba
CW Africa Exp
Pilbara Expansion
to 320mt
Orissa
Corumba
II
Corumba
III
IOC options
Simandou
Rössing
Clermont
Klipspruit
Douglas -
Middleburg
Newcastle Port
Mt Arthur Coal UG
Navajo South
Mt Pleasant
Cerrejon
Opt Exp
Caroona
Rössing
Options
Sweetwater
Nth American Coal
ERA Options
Neptune
NWS Angel
NWS T5
Shenzi
Atlantis North
Pyrenees
Kipper
NWS Nth Rankin B
Angostura Gas
Browse LNG
Scarborough
Thebe
Macedon
Turrum
Shenzi North
Alumar Refinery
Yarwun
Sohar
1
Coega
Smelter
Worsley E&G
Guinea Alumina
Bakhuis
Adalco
Smelter
Ma’aden
Smelter
Sarawak Smelter
ISAL Smelter
Kitimat
Smelter
Boffa
/ Santou
Refinery
DRC Smelter
Alumina Options
Yarwun
Exp
Guinea Options
Ghana and
Madagascar
Options
Sohar
Line 2
Ekati Koala UG
Argyle UG
Diavik
Optimisation
QMM
PRC Argentina
Murowa
Ekati
Corridor Sands 1
Corridor Sands 2
Angola & DRC
Canadian Potash
RBM
Indian Diamonds
Cliffs
Yabulu
Ravensthorpe
Perseverance
Deeps
Eagle
CMSA Heap
Leaching
Hallmark
CMSA 3rd
Line
CMSA 4th
Line
Sulawesi Nickel
Maruwai 1
Maruwai 2
Daunia
Peak Downs Exp
Red Hill UG
Wards Well
Saraji
Blackwater
UG
Kennedy
Sth
African Coal
Hail Creek +
GEMCO Exp
Alloy Exp
SA Mn Ore Exp
Gabon
GEMCO Exp 2
Base
Metals
Iron Ore
Energy
(a)
Petroleum
Aluminium
Diamonds
& SP
Nickel
Met Coal
Manganese
Pre-
Feasibility
&
Future
Options
BHP Billiton
Rio Tinto
Joint


Page 29
Page 29
Creating a minerals industry ‘super-major’
Source: Company filings, Bloomberg and Datastream.
a)
Based
on
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
closing
share
prices
of
£18.31
and
A$46.10,
Rio
Tinto
plc
and
Rio
Tinto
Ltd
closing
share
prices
of
£44.90
and
A$110.00, respectively and exchange rates of 2.077
US$/£
and 0.927 US$/A$
as at 31-Oct-2007. 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. Market capitalisation excludes impact of intended initial share buy-back (or an other appropriate mechanism).
b)
Source:
BHP
Billiton
2007
Annual
Report,
Rio
Tinto
2006
Annual
Report
and
2007HY
Report,
Alcan
2006
10K
filing
and
2007
2nd
Quarter
10Q
filing. Note: Underlying EBITDA excludes exceptional items
and net finance costs, taxation and depreciation for jointly controlled entities.
Top 10 metals & mining companies
Market capitalisation as at 9-Nov-2007 ($B)
Top 5 company in the world by
market value
(a)
Pro forma FY2007 annual underlying
EBITDA of approximately $40B
(b)
Increased index weighting in both
Australia and UK
Targeting a single A credit rating
A core investment holding
0
100
200
300
400
Southern Copper
Anglo Platinum
Freeport McMoRan
Chalco
Norilsk Nickel
Xstrata
Anglo American
CVRD
Shenhua
Combined
Company (a)


Page 30
Page 30
Page 30
V.
Attractive and deliverable proposal


Page 31
Page 31
Page 31
Compelling proposal for Rio Tinto shareholders
28% premium to the combined volume-weighted average market capitalisation over the one
month pre-approach
(a)
41% share of combined group for Rio Tinto shareholders
(b)
Pro rata exposure to post combination synergies
Incremental EBITDA
impact
growing
to
estimated
$3.7B
(c)
per
annum
All share proposal
No shareholder forced to exit
CGT rollover relief for eligible shareholders
(d)
Strengthened asset portfolio and future growth opportunities
Opportunity to
participate
in
intended
initial
share
buy-back
of
approximately
$30B
(e)
BHP Billiton progressive dividend policy to be maintained
Benefits only achievable by this combination
Notes: 
a)
Premium
based
on
the
combined
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.
b)
Calculated before intended initial share buy-back (or an other appropriate mechanism); assumes that all Rio Tinto options estimated to be outstanding as at 31-Oct-2007 are exercised with exercise price cash settled and resulting Rio Tinto
shares exchanged for BHP Billiton shares.
c)
Full run rate synergies expected by Year 7. To be read in conjunction with the notes in Appendix 1 of BHP Billiton announcement dated 12-Nov-2007, “Further Details On BHP Billiton’s Proposal”.
d)
With the potential exception of Rio Tinto plc shareholders in relation to any BHP Billiton Ltd shares received as consideration.
e)
This may be effected through an other appropriate mechanism, to be determined at a later date.


Page 32
Page 32
Page 32
Value enhancing for BHP Billiton shareholders
Pro-rata exposure to post combination synergies
Incremental EBITDA
growing
to
estimated
$3.7B
(a)
per
annum
Strengthened asset portfolio and future growth
Cashflow per share accretive from the first full fiscal year following completion
(b)
Earnings per share accretive from the first full fiscal year following completion
(c)
Opportunity to
participate
in
the
intended
initial
share
buy-back
of
approximately
$30B
(d)
Progressive dividend policy to be maintained
Benefits only achievable by this combination
Notes: 
a)
Full run rate synergies expected by Year 7. To be read in conjunction with the notes in Appendix 1 of BHP Billiton announcement dated 12-Nov-2007, “Further Details On BHP Billiton’s Proposal”.
b)
After adjusting for the intended initial share buy-back (or an other appropriate mechanism).
c)
After
adjusting
for
the
intended
initial
share
buy-back
(or
an
other
appropriate
mechanism)
and
excluding
depreciation
on
the
write-up
of
Rio
Tinto’s
assets.
d)
This may be effected through an other appropriate mechanism, to be determined at a later date.


Page 33
Page 33
Broader stakeholders will benefit
Page 33
Customers
Increased product volumes to market more quickly
Expanded
product,
shipping
and
delivery
options
improved
security
of supply
Low cost, reliable producer through the cycle
Communities, employees and developing countries
Global leader in safety, community and environmental practices
Stable employer and employer of choice
Quality and depth of skills to explore, develop and operate
Trusted brand for partnership with developing countries’
governments


Page 34
Page 34
Value of corporate renewal
BHP Billiton Ltd and Rio Tinto Ltd total
shareholder
return
(a)
Index –
June 2001 = 100
Source: IRESS.
a)
As
at
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
monetised
with
proceeds
reinvested
in BHP Billiton Ltd.
BHP Billiton DLC merger was a catalyst
for corporate renewal and created a
superior platform for long term value
growth
Total shareholder return:
BHP Billiton Ltd TSR 30.2% per
annum
(a)
Rio Tinto Ltd TSR 23.2% per
annum
(a)
A$10,000 invested at the date of
formation is today worth approximately
BHP Billiton Ltd:  A$53,317
(a)
Rio Tinto Ltd: A$37,612
(a)
Estimated shareholder overlap ~60-70%
0
100
200
300
400
500
600
Jun-01
Mar-02
Nov-02
Jul-03
Apr-04
Dec-04
Aug-05
Apr-06
Jan-07
Sep-07
BHP Billiton
Rio Tinto


Page 35
Page 35
Page 35
A natural fit –
low integration risk
Similar heritage, culture, values and strategy
‘Best of breed’
management
Optimal
deployment
of
scarce
labour
resources
Successful track record of integration


Page 36
Page 36
Page 36
A deliverable proposal
Following a thorough anti-trust analysis, we believe any possible regulatory
concerns can be readily addressed without impacting benefits in a meaningful way
Likely the regulatory focus will fall primarily on iron ore
Combined share of contestable iron ore sales approximately 27%
Prices
are
set
by
supply
and
demand
and
the
cost
of
the
marginal
production
Combined assets are low cost compared to marginal production; combination
incentivised to maximise current production, invest in assets and increase
supply
Emerging
and
new
low
cost
producers
will
increase
competition
in
a
rapidly
evolving marketplace
Obtaining regulatory approvals is expected to take between 9-12 months, allowing
for a detailed review by the regulators
Notes: 
a)
Based on 2006 market sales, inclusive of Chinese domestic production.
(a)


Page 37
Page 37
Page 37
Summary of key terms of the proposal
All share proposal of 3 BHP Billiton shares for every Rio Tinto share
Rio Tinto Ltd shareholders will receive BHP Billiton Ltd shares
Rio Tinto plc shareholders will receive 80% BHP Billiton Plc shares and 20% BHP Billiton Ltd
shares (subject to mix and match)
41% Rio Tinto shareholder ownership of the combined group
(a)
Overall
28%
premium
to
the
combined
volume-weighted
average
market
capitalisation
over
the one month pre-approach
(b)
Overall 15% premium based on BHP Billiton’s closing share prices on 9-Nov-2007 and Rio
Tinto’s
combined market capitalisation
immediately prior to BHP Billiton’s announcement on
8-Nov-2007 in response to speculation of a potential offer
(c)
Notes: 
a)
Calculated before intended initial share buy-back (or an other appropriate mechanism); assumes that all Rio Tinto options estimated to be outstanding as at 31-Oct-2007 are exercised with exercise price cash
settled and resulting Rio Tinto shares exchanged for BHP Billiton shares.
b)
Premium
based
on
the
combined
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$45.77 respectively. Based on BHP Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
e.g.
Rio
Tinto
plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
9-Nov-2007
and
exchange
rates
of
2.077
US$/£
and
0.927 US$/A$ as at 31-Oct-2007.
c)
Premium
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$113.4
on
8-Nov-2007
and
closing
share
prices
of
BHP
Billiton
Plc
and
BHP
Billiton
Ltd
of
£16.28
and
A$42.47
respectively
on
9-Nov-2007.
Based
on
BHP
Billiton
and
Rio
Tinto
issued
ordinary
shares
outstanding
(excluding
Treasury
shares
and
cross
shareholdings
eg.
Rio
Tinto
Plc’s
shareholding
in
Rio
Tinto
Ltd)
as
at
9-Nov-2007
and
exchange
rates
of
2.095
US$/£
and
0.914
US$/A$
as
at
9-Nov-2007.


Page 38
Page 38
Page 38
Summary of key terms of the proposal
DLC maintained with listings in UK and Australia of approximately equal size
BHP
Billiton
would
invite
a
number
of
Rio
Tinto’s
independent
directors
to
the
combined Board
Key management positions to be filled by drawing on the best of both
management teams
Structure
Board and
Management
Approvals /    
conditions
Support and recommendation of Rio Tinto Board
Pre-conditional approval by merger control and other regulatory authorities in
EU, US, Australia, Canada and South Africa
BHP Billiton and Rio Tinto shareholder and court approvals
Separate interconditional
schemes of arrangement for each of Rio Tinto plc
and Rio Tinto Ltd
Process
Intended
initial
share
buy-back
of
approximately
$30B
(a)
following
completion
Future capital management consistent with a single A rating target
Intended
share buy-back
Notes: 
a)
This may be effected through an other appropriate mechanism, to be determined at a later date.


Page 39
Page 39
Page 39
VI.
Conclusion: a unique combination to unlock value


Page 40
Page 40
Page 40
BHP Billiton and Rio Tinto –
unlocking value
Compelling value opportunity for Rio Tinto shareholders through an all-share proposal
41% share of combined group for Rio Tinto shareholders
(a)
Pro-rata exposure to EBITDA synergies growing to estimated $3.7B
per annum
Attractive value proposition for BHP Billiton shareholders
Benefits for customers and communities
Confident that anti-trust issues present no significant barriers to completion, and that any
regulatory concerns can be addressed without impacting benefits in a meaningful way
This natural combination unlocks value, value not available by any other means
More production, faster and lower cost
Enhanced future growth options
Quantified traditional combination synergies are large
Creates a minerals industry ‘super-major’, a core investment holding
Notes: 
a)
Calculated before intended initial share buy-back (or an other appropriate mechanism), assumes that all outstanding Rio Tinto options as at 31-Oct-2007 are exercised for cash and resulting Rio Tinto shares are exchanged for
BHP Billiton shares.
b)
Full run rate synergies expected by Year 7. To be read in conjunction with the notes in Appendix 1 of BHP Billiton announcement dated 12-Nov-2007, “Further Details On BHP Billiton’s Proposal”.
(b)