Obligation Rio Tinto Group 3.75% ( US767201AQ92 ) en USD

Rio Tinto Group

100 % ⇌

Royaume-Uni

US767201AQ92 ( en USD )

3.75% par an ( paiement semestriel )

19/09/2021 - Obligation échue

Prospectus brochure de l'obligation Rio Tinto US767201AQ92 en USD 3.75%, échue

1 000 USD

1 150 000 000 USD

767201AQ9

N/A

Rio Tinto est une société minière multinationale anglo-australienne cotée en bourse, spécialisée dans l'extraction et la production de matières premières telles que le fer, l'aluminium, le cuivre et les minerais de diamants.

L'Obligation émise par Rio Tinto Group ( Royaume-Uni ) , en USD, avec le code ISIN US767201AQ92, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2021

Prospectus Supplement
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424B5 1 d224042d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Amount of
Securities to be Registered

Registered

Registration Fee
U.S.$500,000,000 2.250% Notes due 2016

$500,000,000

$58,050(1)
U.S.$1,150,000,000 3.750% Notes due 2021

$1,150,000,000
$133,515(1)
U.S.$350,000,000 5.200% Notes due 2040

$350,000,000

$40,635(1)
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
(To Base Prospectus dated June 21, 2011)

Registration No. 333-175037

U.S.$500,000,000 2.250% Notes due 2016
U.S.$1,150,000,000 3.750% Notes due 2021
U.S.$350,000,000 5.200% Notes due 2040
Fully and unconditionally guaranteed by
Rio Tinto plc
and
Rio Tinto Limited

The U.S.$500,000,000 notes due 2016 (the "2016 notes") will bear interest at 2.250% per year. Interest on the 2016 notes will
be payable semi-annually in arrears on March 20 and September 20 of each year, beginning on March 20, 2012. The 2016 notes will
mature at 100% of their principal amount on September 20, 2016.
The U.S.$1,150,000,000 notes due 2021 (the "2021 notes") will bear interest at 3.750% per year. Interest on the 2021 notes
will be payable semi-annually in arrears on March 20 and September 20 of each year, beginning on March 20, 2012. The 2021 notes
will mature at 100% of their principal amount on September 20, 2021.
The U.S.$350,000,000 notes due 2040 (the "2040 notes" and together with the 2016 notes and the 2021 notes, the "notes") will
bear interest at 5.200% per year. Interest on the 2040 notes will be payable semi-annually in arrears on May 2 and November 2 of
each year, beginning on November 2, 2011. The 2040 notes will mature at 100% of their principal amount on November 2, 2040.
The 2040 notes offered hereby constitute a further issuance of the U.S.$500,000,000 principal amount of the 5.200% notes due
2040 that were issued on November 2, 2010 and the U.S.$300,000,000 principal amount of the 5.200% notes due 2040 that were
issued on May 20, 2011 (the "Existing 2040 notes"). The 2040 notes will form a single series with the Existing 2040 notes and will
have the same terms other than the initial offering price. Immediately upon settlement, the 2040 notes will have the same CUSIP
number and will trade interchangeably with the Existing 2040 notes. Upon completion of this offering, U.S.$1,150,000,000 of the
5.200% notes due 2040 will be outstanding.
The notes and the guarantees will be senior unsecured obligations and will rank equally with all other present and future
unsecured and unsubordinated indebtedness.
Each series of notes will be redeemable at our option or at the option of Rio Tinto plc or Rio Tinto Limited, in whole or in part,
at any time at the redemption price determined in the manner described in this prospectus supplement. We may also redeem each
series of notes at the principal amount of the notes being redeemed plus accrued interest to the date of redemption upon the occurrence
of certain tax events described in this prospectus.
Application will be made to list the notes on the New York Stock Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus.
Any representation to the contrary is a criminal offense.

2016 Notes

2021 Notes

2040 Notes

Per Note

Total
Per Note

Total

Per Note

Total

Price to public(1)

99.400% U.S.$497,000,000 99.744% U.S.$1,147,056,000 102.285% U.S.$357,997,500
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Underwriting discount and
commissions

0.350% U.S.$ 1,750,000 0.450% U.S.$
5,175,000 0.875%
U.S.$
3,062,500
Proceeds, before expenses,
to us(2)

99.050% U.S.$495,250,000 99.294% U.S.$1,141,881,000 101.410% U.S.$354,935,000
Notes:
(1) Plus accrued interest from September 19, 2011 if settlement occurs after that date and plus, in the case of the 2040 notes,
additional accrued interest of U.S.$6,926,111.11 for the period from May 2, 2011 to, but not including, September 19, 2011.
(2) See "Underwriting" beginning on page S-27 of this prospectus supplement.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company ("DTC"), against payment in New York, New
York, on or about September 19, 2011. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its
direct and indirect participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").

Joint Bookrunners

Barclays Capital

BNP PARIBAS

Morgan Stanley
Citigroup

HSBC

SOCIETE GENERALE

Co-Managers

ANZ Securities

Credit Agricole CIB

Mitsubishi UFJ Securities
Scotia Capital

UBS Investment Bank
The date of this prospectus supplement is September 14, 2011
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS DOCUMENT
S-3

WHERE YOU CAN FIND MORE INFORMATION
S-3

FORWARD-LOOKING STATEMENTS
S-4

THE OFFERING
S-5

RISK FACTORS
S-8

RECENT DEVELOPMENTS
S-15
USE OF PROCEEDS
S-17
SUMMARY HISTORICAL FINANCIAL DATA
S-18
CAPITALIZATION AND INDEBTEDNESS OF RIO TINTO
S-21
RATIO OF EARNINGS TO FIXED CHARGES
S-22
DESCRIPTION OF GUARANTEED NOTES
S-23
UNITED STATES FEDERAL INCOME TAXATION
S-26
UNDERWRITING
S-27
LEGAL MATTERS
S-31
BASE PROSPECTUS

Page
ABOUT THIS PROSPECTUS
1

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
1

WHERE YOU CAN FIND MORE INFORMATION
2

FORWARD-LOOKING STATEMENTS
3

RIO TINTO PLC AND RIO TINTO LIMITED
4

RIO TINTO FINANCE (USA) LIMITED
6

RATIO OF EARNINGS TO FIXED CHARGES
7

USE OF PROCEEDS
8

DESCRIPTION OF GUARANTEED DEBT SECURITIES
9

CLEARANCE AND SETTLEMENT
25

TAXATION
30

PLAN OF DISTRIBUTION
46

LEGAL MATTERS
48

EXPERTS
48

You should only rely on the information contained or incorporated by reference in the prospectus supplement and the
accompanying base prospectus dated June 21, 2011 (the "base prospectus") and any related free writing prospectus filed with
the Securities and Exchange Commission (the "SEC"). We have not, and the underwriters have not, authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in the prospectus supplement, the base
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and any prospects may have changed since those dates.

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ABOUT THIS DOCUMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the notes and
also adds to and updates information contained in the base prospectus and the documents incorporated by reference in the prospectus
supplement and the base prospectus. The second part, the base prospectus, provides more general information about debt securities
we may offer from time to time. When we refer to the prospectus, we are referring to both parts of this document combined. If the
description of the notes in the prospectus supplement differs from the description in the base prospectus, the description in the
prospectus supplement supersedes the description in the base prospectus.
The base prospectus contains important information regarding this offering, which is not contained in the prospectus supplement.
You are urged to read the base prospectus and the prospectus supplement in full.
In this prospectus supplement, the terms "we", "our" and "us" refer to Rio Tinto Finance (USA) Limited (ABN 84 062 129
551). We refer to Rio Tinto plc and Rio Tinto Limited (ABN 96 004 458 404), taken together, as Rio Tinto. We refer to Rio Tinto plc,
Rio Tinto Limited and their subsidiaries, taken together, as the Rio Tinto Group or the Group. Rio Tinto Finance (USA) Limited is
offering debt securities using this prospectus supplement. Both Rio Tinto plc and Rio Tinto Limited act as the guarantors for offerings
by Rio Tinto Finance (USA) Limited using this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We incorporate by reference the documents below filed or furnished with the SEC by Rio Tinto plc and Rio Tinto Limited
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

(i)
Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended December 31, 2010 filed with the

SEC on March 15, 2011;

(ii) The report on 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on August 26, 2011 containing the unaudited

condensed interim financial report of the Rio Tinto Group for the period ended June 30, 2011;

(iii) any reports on Form 6-K filed or furnished by Rio Tinto plc or Rio Tinto Limited pursuant to the Exchange Act that

expressly state that we incorporate them by reference; and

(iv) any reports filed under Section 13(a), 13(c) or 15(d) of the Exchange Act.
You can obtain copies of any of the documents incorporated by reference through Rio Tinto or the SEC. Documents incorporated
by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference
into this prospectus. You may obtain Rio Tinto documents incorporated by reference into this prospectus, at no cost, by requesting
them in writing or by telephone at the following addresses and telephone numbers:

Rio Tinto Limited
Rio Tinto plc
Level 33
2 Eastbourne Terrace
120 Collins Street
London W2 6LG
Melbourne, Victoria 3000
United Kingdom
Australia
011-44-20-781-2000
011-61-3-9283-3333

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FORWARD-LOOKING STATEMENTS
This prospectus supplement contains and incorporates by reference certain forward-looking statements with respect to the
financial condition, results of operations and business of the Rio Tinto Group. These statements are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Exchange Act. The
words "intend," "aim," "project," "anticipate," "estimate," "plan," "believe," "expect," "may," "should," "will" or similar
expressions, commonly identify such forward-looking statements.
Examples of forward-looking statements contained in or incorporated by reference in this prospectus supplement include those
regarding estimated ore reserves, anticipated production or construction dates, costs, outputs and productive lives of assets or similar
factors. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors set forth in this
document that are beyond the Group's control. For example, future ore reserves will be based in part on market prices that may vary
significantly from current levels. These may materially affect the timing and feasibility of particular developments. Other factors
include the ability to produce and transport products profitably, demand for our products, the effect of foreign currency exchange rates
on market prices and operating costs, and activities by governmental authorities, such as changes in taxation or regulation, and
political uncertainty.
In light of these risks, uncertainties and assumptions, actual results could be materially different from projected future results
expressed or implied by these forward-looking statements which speak only as at the date of this prospectus supplement. Except as
required by applicable regulations or by law, the Group does not undertake any obligation to publicly update or revise any forward-
looking statements, whether as a result of new information or future events. The Group cannot guarantee that its forward-looking
statements will not differ materially from actual results.

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THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the base prospectus.
It may not contain all information that you should consider before investing in the notes. You should read "Description of
Guaranteed Notes" beginning on page S-23 of this prospectus supplement for more detailed information about the notes.
Issuer
Rio Tinto Finance (USA) Limited
Notes Offered
U.S.$500,000,000 2.250% notes due 2016
U.S.$1,150,000,000 3.750% notes due 2021
U.S.$350,000,000 5.200% notes due 2040, which will form a single series with
the U.S.$800,000,000 principal amount of the Existing 2040 notes
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and
any other additional amounts payable in respect of the notes are given by Rio Tinto
plc and Rio Tinto Limited.
Stated Maturity
2016 notes: September 20, 2016
2021 notes: September 20, 2021

2040 notes: November 2, 2040

Principal Amount of Notes Being Issued
2016 notes: U.S.$500,000,000
2021 notes: U.S.$1,150,000,000

2040 notes: U.S.$350,000,000
Issue Price
2016 notes: 99.400%
2021 notes: 99.744%

2040 notes: 102.285% plus accrued interest of U.S.$6,926,111.11 for the period
from May 2, 2011 to, but not including, September 19, 2011
Ranking
The notes and guarantees are not secured by any of our or Rio Tinto's respective
property or assets and will rank equally with all other unsecured and
unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are
holding companies and currently conduct their operations through subsidiaries,
payments on the guarantees are effectively subordinated to the other liabilities of
those subsidiaries.
Interest Rate
2016 notes: 2.250%
2021 notes: 3.750%

2040 notes: 5.200%

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Date Interest Starts Accruing
2016 notes: September 19, 2011
2021 notes: September 19, 2011
2040 notes: May 2, 2011
Interest Payment Dates
2016 notes: March 20 and September 20 of each year, commencing March 20,
2012
2021 notes: March 20 and September 20 of each year, commencing March 20,
2012
2040 notes: May 2 and November 2 of each year, commencing November 2, 2011
First Interest Payment Date
2016 notes: March 20, 2012
2021 notes: March 20, 2012
2040 notes: November 2, 2011
Optional Make-Whole Redemption
Each series of notes will be redeemable at our option or at the option of Rio Tinto
plc and Rio Tinto Limited, in whole or in part, at any time. See "Description of
Guaranteed Notes -- Optional Make-Whole Redemption" beginning on page S-23
of this prospectus supplement. Upon redemption, we will pay a redemption price
equal to the greater of (i) 100% of the principal amount of the notes to be
redeemed and (ii) as certified to the trustee by us or Rio Tinto, the sum of the
present values of the remaining scheduled payments of principal and interest on the
relevant series of notes (excluding any interest accrued as of the date of
redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in this prospectus supplement) plus a spread of 25 basis points in
the case of the 2016 notes, 30 basis points in the case of the 2021 notes and 20
basis points in the case of the 2040 notes, together with accrued interest on the
principal amount of the notes to be redeemed to the date of redemption. The
"Comparable Treasury Issue" for purposes of the definition contained in
"Description of Guaranteed Notes -- Optional Make-Whole Redemption" will be
the U.S. Treasury security selected by the quotation agents as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes and other limited circumstances that
require us to pay additional amounts as described in the base prospectus on page
17 under "Description of Guaranteed Debt Securities -- Special Situations --
Payment of Additional Amounts", we, Rio Tinto plc or Rio Tinto Limited may call
all, but not less than all, of the notes of each series for redemption at 100% of their
aggregate principal amount plus accrued interest to the date of redemption.

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Form of Notes; Clearance and Settlement
We will issue the notes in fully registered form. The notes will be represented by
one or more global securities registered in the name of a nominee of DTC and
deposited with The Bank of New York Mellon, as depositary. You will hold a
beneficial interest in the notes through DTC in book-entry form. Indirect holders
trading their beneficial interest in the notes through DTC must trade in DTC's
same-day funds settlement system and pay in immediately available funds.
Secondary market trading through Euroclear and Clearstream, Luxembourg will
occur in the ordinary way following the applicable rules and operating procedures
of Euroclear and Clearstream, Luxembourg.
Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral
multiples of U.S.$1,000 in excess thereof.
Further Issues
We may from time to time without your consent create and issue further notes
having the same terms and conditions as any series of notes so that the further issue
is consolidated and forms a single series with such series of notes, provided that
such further issue constitutes a "qualified reopening" for U.S. federal income tax
purposes or such further notes are issued with not more than a de minimis amount
of original issue discount for U.S. federal income tax purposes.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
Application will be made to list the notes on the New York Stock Exchange.
Governing Law
The indenture, the notes and the guarantees will be governed by the laws of the
State of New York.
Use of Proceeds
We expect to receive net proceeds (after underwriting discounts and commissions
and estimated offering expenses) from this offering of approximately U.S.$1.99
billion. We intend to use the net proceeds for general corporate purposes.
Risk Factors
You should carefully consider all the information in this prospectus supplement
and in the base prospectus (including the documents incorporated by reference in
this prospectus) and, in particular, the risks described under "Risk Factors"
beginning on page S-8 of this prospectus supplement before deciding to invest in
the notes.
CUSIP
2016 notes: 767201 AP1

2021 notes: 767201 AQ9

2040 notes: 767201 AL0
ISIN
2016 notes: US 767201 AP10

2021 notes: US 767201 AQ92

2040 notes: US 767201 AL06

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RISK FACTORS
An investment in the notes involves risks. Prior to making a decision about investing, you should carefully consider, among
other matters, the following risk factors, as well as those incorporated by reference in other filings we may make from time to
time with the SEC.
Risks relating to Rio Tinto
Commodity prices and global demand for the Group's products are expected to remain uncertain, which could affect the
Group's business
Commodity prices and demand for the Group's products are cyclical and strongly influenced by world economic conditions,
particularly with respect to key customers, in the U.S. and Asia (notably China). There is potential volatility in short to medium term
commodity prices due to persistent economic imbalances. The Group's normal policy is to sell its products at prevailing market
prices and not to enter into price hedging arrangements. The recent improvement in commodity prices and demand for the Group's
products may not remain as strong, which would have an impact on Group revenues, earnings, cash flows, asset values and growth.
Continued growth in demand for the Group's products in China could be affected by future developments in that country
The Group has signed agreements with almost 50% of its iron ore customers in Asia for pricing on a quarterly basis. This is a
shift away from the previous annual benchmark pricing. Sales are being made to other iron ore customers on the same basis.
If a major economic downturn were to occur in China impacting the demand and price for iron ore or the Group's other
products, or if Chinese customers source such products from elsewhere, the Group's business, financial condition and prospects
could be affected.
Rio Tinto is exposed to fluctuations in exchange rates that could affect its overall business results
The U.S. dollar is the currency in which the great majority of the Group's sales are determined. It is also the most appropriate
currency for holding surplus cash, financing its operations, and presenting its external and internal results. Although many costs are
incurred in U.S. dollars, significant costs are influenced by the local currencies of the countries where the Group operates, principally
the Australian dollar, Canadian dollar and Euro. The Group's normal policy is to avoid hedging arrangements relating to changes in
foreign exchange rates. Appreciation in the value of these currencies against the U.S. dollar or prolonged periods of exchange rate
volatility may adversely affect the Group's business results.
Political, legal and commercial changes in the places where the Group operates could affect the Group's reputation, future
development opportunities, and/or the viability of its operations
The Group has operations in jurisdictions with varying degrees of political, legal and commercial stability. Commercial
instability in some jurisdictions can be influenced by bribery and corruption in their various guises. Political and administrative
change, policy reform, and changes in law or government regulation can result in expropriation or nationalization. Renegotiation or
nullification of existing agreements, leases and permits; changes in fiscal policies (including increased taxes or royalty rates);
changes in government ownership of operations; currency restrictions; increased regulation and significantly increased costs or
impediments to operation are also possible consequences. Such consequences could have an adverse effect on the profitability, the
ability to finance or, in extreme cases, the viability of an operation.
Political instability and uncertainty or government changes to the fiscal terms covering the Group's operations may discourage
future investments in certain jurisdictions. This may have an adverse impact on the Group's ability to access new assets, potentially
reducing future growth opportunities.

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