Obligation Rio Tinto 1.125% ( US76720AAA43 ) en USD

Rio Tinto

100 % ⇌

Royaume-Uni

US76720AAA43 ( en USD )

1.125% par an ( paiement semestriel )

20/03/2015 - Obligation échue

Prospectus brochure de l'obligation Rio Tinto US76720AAA43 en USD 1.125%, échue

2 000 USD

500 000 000 USD

76720AAA4

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 ( Royaume-Uni ) , en USD, avec le code ISIN US76720AAA43, paye un coupon de 1.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/03/2015

L'Obligation émise par Rio Tinto ( Royaume-Uni ) , en USD, avec le code ISIN US76720AAA43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Rio Tinto ( Royaume-Uni ) , en USD, avec le code ISIN US76720AAA43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement filed pursuant to Rule 424(b)5
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424B5 1 d315364d424b5.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)5
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 1.250% Notes due 2015

$500,000,000
$57,300(1)
U.S.$500,000,000 2.000% Notes due 2017

$500,000,000
$57,300(1)
U.S.$1,000,000,000 3.500% Notes due 2022
$1,000,000,000
$114,600(1)
U.S.$500,000,000 4.750% Notes due 2042

$500,000,000
$57,300(1)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-175037
PROSPECTUS SUPPLEMENT
(To Base Prospectus dated March 16, 2012)

Rio Tinto Finance (USA) plc
U.S.$ 500,000,000 1.125% Notes due 2015
U.S.$ 500,000,000 2.000% Notes due 2017
U.S.$1,000,000,000 3.500% Notes due 2022
U.S.$ 500,000,000 4.750% Notes due 2042
Fully and unconditionally guaranteed by
Rio Tinto plc
and
Rio Tinto Limited

The U.S.$500,000,000 notes due 2015 (the "2015 notes") will bear interest at 1.125% per year. Interest on the 2015 notes will be payable semi-annual y in arrears on March
20 and September 20 of each year, beginning on September 20, 2012. The 2015 notes will mature at 100% of their principal amount on March 20, 2015.
The U.S.$500,000,000 notes due 2017 (the "2017 notes") will bear interest at 2.000% per year. Interest on the 2017 notes will be payable semi-annual y in arrears on March
22 and September 22 of each year, beginning on September 22, 2012. The 2017 notes will mature at 100% of their principal amount on March 22, 2017.
The U.S.$1,000,000,000 notes due 2022 (the "2022 notes") will bear interest at 3.500% per year. Interest on the 2022 notes will be payable semi-annual y in arrears on March
22 and September 22 of each year, beginning on September 22, 2012. The 2022 notes will mature at 100% of their principal amount on March 22, 2022.
The U.S.$500,000,000 notes due 2042 (the "2042 notes" and together with the 2015 notes, the 2017 notes and the 2022 notes, the "notes") will bear interest at 4.750% per
year. Interest on the 2042 notes will be payable semi-annually in arrears on March 22 and September 22 of each year, beginning on September 22, 2012. The 2042 notes will mature
at 100% of their principal amount on March 22, 2042.
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-7 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.

2015 Notes

2017 Notes

2022 Notes

2042 Notes

Per Note

Total
Per Note

Total
Per Note

Total
Per Note

Total

Price
to
public(1)
99.716% U.S.$498,580,000 99.872% U.S.$499,360,000 99.474% U.S.$994,740,000 98.599% U.S.$492,995,000
Underwriting discount
and
commissions
0.250% U.S.$ 1,250,000 0.350% U.S.$ 1,750,000 0.450% U.S.$ 4,500,000
0.875% U.S.$ 4,375,000

Proceeds, before
expenses,
to
us(2)
99.466% U.S.$497,330,000 99.522% U.S.$497,610,000 99.024% U.S.$990,240,000
97.724% U.S.$488,620,000
Notes:
(1) Plus accrued interest from March 22, 2012 if settlement occurs after that date.
(2) See "Underwriting" beginning on page S-21 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 March 22, 2012. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct
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and indirect participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").

Joint Bookrunners
Citigroup

Credit Suisse

Deutsche Bank Securities
J.P. Morgan
ANZ Securities
Credit Agricole
Mitsubishi UFJ Securities
SOCIETE GENERALE

CIB

Co-Managers
CIBC

nabSecurities, LLC
Natixis

SMBC Nikko
The date of this prospectus supplement is March 19, 2012
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Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS DOCUMENT

S-2
WHERE YOU CAN FIND MORE INFORMATION

S-2
FORWARD-LOOKING STATEMENTS

S-3
THE OFFERING

S-4
RISK FACTORS

S-7
USE OF PROCEEDS

S-13
SUMMARY HISTORICAL FINANCIAL DATA

S-14
CAPITALIZATION AND INDEBTEDNESS OF RIO TINTO

S-16
RATIO OF EARNINGS TO FIXED CHARGES

S-17
DESCRIPTION OF GUARANTEED NOTES

S-18
UNDERWRITING

S-21
LEGAL MATTERS

S-25
BASE PROSPECTUS

Page
ABOUT THIS PROSPECTUS

2
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

2
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

4
RIO TINTO PLC AND RIO TINTO LIMITED

5
RIO TINTO FINANCE (USA) LIMITED AND RIO TINTO FINANCE (USA) PLC

7
RATIO OF EARNINGS TO FIXED CHARGES

8
USE OF PROCEEDS

9
DESCRIPTION OF GUARANTEED DEBT SECURITIES

10
CLEARANCE AND SETTLEMENT

27
TAXATION

32
PLAN OF DISTRIBUTION

48
LEGAL MATTERS

49
EXPERTS

49
You should only rely on the information contained or incorporated by reference in the prospectus supplement and the
accompanying base prospectus dated March 16, 2012 (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) plc. 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) plc 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)
plc 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, 2011 filed with the

SEC on March 16, 2012;

(ii) 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

(iii) 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-18 of this prospectus supplement for more detailed information about the notes.

Issuer
Rio Tinto Finance (USA) plc
Notes Offered
U.S.$500,000,000 1.125% notes due 2015
U.S.$500,000,000 2.000% notes due 2017
U.S.$1,000,000,000 3.500% notes due 2022
U.S.$500,000,000 4.750% notes due 2042
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
2015 notes: March 20, 2015
2017 notes: March 22, 2017
2022 notes: March 22, 2022
2042 notes: March 22, 2042
Principal Amount of Notes Being
2015 notes: U.S.$500,000,000
Issued
2017 notes: U.S.$500,000,000
2022 notes: U.S.$1,000,000,000
2042 notes: U.S.$500,000,000
Issue Price
2015 notes: 99.716%
2017 notes: 99.872%
2022 notes: 99.474%
2042 notes: 98.599%
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
2015 notes: 1.125%
2017 notes: 2.000%
2022 notes: 3.500%
2042 notes: 4.750%
Date Interest Starts Accruing
March 22, 2012

Interest Payment Dates
2015 notes:
Semi-annually in arrears on March 20 and September 20 of each

year, commencing September 20, 2012
2017 notes:
Semi-annually in arrears on March 22 and September 22 of each

year, commencing September 22, 2012
2022 notes:
Semi-annually in arrears on March 22 and September 22 of each

year, commencing September 22, 2012
2042 notes:
Semi-annually in arrears on March 22 and September 22 of each

year, commencing September 22, 2012

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First Interest Payment Date
2015 notes: September 20, 2012
2017 notes: September 22, 2012
2022 notes: September 22, 2012
2042 notes: September 22, 2012
Optional 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 Redemption" beginning on page S-18 of this
prospectus supplement. In the case of the 2015 notes, upon redemption, we will
pay a redemption price equal to the greater of (x) 100% of the principal amount of
the notes to be redeemed and (y) 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 notes to be redeemed (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 10 basis points,
together, in either case, with accrued interest on the principal amount of the notes
to be redeemed to the date of redemption. In the case of the 2017 notes, the 2022
notes and the 2042 notes, upon redemption, we will pay a redemption price equal
to (i) if such redemption occurs prior to February 22, 2017, in the case of the 2017
notes, December 22, 2021 in the case of the 2022 notes or September 22, 2041 in
the case of the 2042 notes, the greater of (x) 100% of the principal amount of the
notes to be redeemed and (y) 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 notes to be redeemed (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 15 basis points in
the case of the 2017 notes, 20 basis points in the case of the 2022 notes and 25
basis points in the case of the 2042 notes or (ii) if such redemption occurs on or
after February 22, 2017 in the case of the 2017 notes, December 22, 2021 in the
case of the 2022 notes or September 22, 2041 in the case of the 2042 notes, 100%
of the principal amount of the notes to be redeemed, together, in each case, 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 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
19 under "Description of Guaranteed Debt Securities -- Special Situations --
Payment of Additional

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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.
Form of Notes; Clearance and
We will issue the notes in fully registered form. The notes will be represented by
Settlement
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.
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.$2.48
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-7 of this prospectus supplement before deciding to invest in
the notes.
CUSIP
2015 notes: 76720AAA4
2017 notes: 76720AAB2
2022 notes: 76720AAC0
2042 notes: 76720AAD8
ISIN
2015 notes: US76720AAA43
2017 notes: US76720AAB26
2022 notes: US76720AAC09
2042 notes: US76720AAD81

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RISK FACTORS
An investment in the notes involves risks. The following describes all known principal risks and uncertainties that could
materially affect Rio Tinto. Risks may materialize individually, simultaneously or in combination. There may be additional risks
unknown to Rio Tinto and other risks, currently believed to be immaterial, which could turn out to be material. The risk factors
outlined below omit the management detail on how each is managed and mitigated. The principal risks and uncertainties should
be considered in connection with any forward looking statements in this prospectus supplement and the cautionary statement on
page S-3 of this prospectus supplement. Prior to making a decision about investing, you should carefully consider, among other
matters, these principal risks and uncertainties, as well as those incorporated by reference in other filings Rio Tinto plc and Rio
Tinto Limited 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 are cyclical and strongly influenced by world economic conditions. The Group's normal policy
is to sell its products at prevailing market prices and not to enter into price hedging arrangements. Persistent economic imbalances
that have led to recent volatility in commodity prices and demand may continue.
Past strong demand for the Group's products in China could be affected by future developments in that country
The Group is heavily reliant on the China market and a major economic downturn in China, or if Chinese customers source
products from elsewhere, would have effects across all of the Group's products. The basis on which the Group prices iron ore in
Asia is evolving and sales to other iron ore customers may be influenced by any changes.
Rio Tinto is exposed to fluctuations in exchange rates
The great majority of the Group's sales are denominated in U.S. dollars, which is also the currency used for holding surplus
cash, financing operations, and presenting 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 normal policy is to avoid hedging of foreign exchange rates and so the Group is vulnerable to appreciation in the
value of other currencies against the U.S. dollar, or to prolonged periods of exchange rate volatility.
Political, legal and commercial changes in the places where the Group operates
The Group has operations in jurisdictions where governments and communities are seeking a greater share in mineral wealth. In
some jurisdictions commercial instability can arise from a culture of bribery and corruption. Some operations are conducted under
specific agreements with respective governments and associated acts of parliament. In several countries land title and rights to land
and resources (including indigenous title) may be unclear. Political and administrative change, policy reform, and changes in law or
government regulation can result in expropriation, or nationalization. In its operations and development projects, Rio Tinto is exposed
to:

· Renegotiation, unilateral variation or nullification of existing agreements, leases and permits,

· Changes in government ownership of operations,

· Significant restoration and environmental clean up costs,

· Currency and foreign investment restrictions,

· Changes in taxation rates, regimes or international tax agreements,

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