Obligation Rio Tinto 1.375% ( US76720AAL08 ) en USD

Rio Tinto

100 % ⇌

Royaume-Uni

US76720AAL08 ( en USD )

1.375% par an ( paiement semestriel )

17/06/2016 - Obligation échue

Prospectus brochure de l'obligation Rio Tinto US76720AAL08 en USD 1.375%, échue

2 000 USD

1 000 000 000 USD

76720AAL0

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

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 US76720AAL08, paye un coupon de 1.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/06/2016

L'Obligation émise par Rio Tinto ( Royaume-Uni ) , en USD, avec le code ISIN US76720AAL08, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Rio Tinto ( Royaume-Uni ) , en USD, avec le code ISIN US76720AAL08, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Calculation of Registration Fee

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

Registered

Registration Fee
U.S.$1,000,000,000 1.375% Notes due 2016

$1,000,000,000

$136,400(1)
U.S.$1,250,000,000 2.250% Notes due 2018

$1,250,000,000

$170,500(1)
U.S.$250,000,000 Floating Rate Notes due 2015

$250,000,000

$34,100(1)
U.S.$500,000,000 Floating Rate Notes due 2016

$500,000,000

$68,200(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.$1,000,000,000 1.375% Notes due 2016
U.S.$1,250,000,000 2.250% Notes due 2018
U.S.$250,000,000 Floating Rate Notes due 2015
U.S.$500,000,000 Floating Rate Notes due 2016
Fully and unconditionally guaranteed by
Rio Tinto plc
and
Rio Tinto Limited

The U.S.$1,000,000,000 notes due 2016 (the "2016 notes") will bear interest at 1.375% per year. Interest on the 2016 notes will be payable semi-annual y in arrears on June 17 and December 17 of each year, beginning
on December 17, 2013. The 2016 notes will mature at 100% of their principal amount on June 17, 2016, subject to the applicable business day convention.
The U.S.$1,250,000,000 notes due 2018 (the "2018 notes" and together with the 2016 notes, the "fixed rate notes") will bear interest at 2.250% per year. Interest on the 2018 notes will be payable semi-annually in arrears
on June 14 and December 14 of each year, beginning on December 14, 2013. The 2018 notes will mature at 100% of their principal amount on December 14, 2018, subject to the applicable business day convention.
The U.S.$250,000,000 floating rate notes due 2015 (the "2015 floating rate notes") will be payable quarterly in arrears on March 19, June 19, September 19 and December 19 of each year, beginning on September 19,
2013. The 2015 floating rate notes will mature at 100% of their principal amount on June 19, 2015, subject to the applicable business day convention.
The U.S.$500,000,000 floating rate notes due 2016 (the "2016 floating rate notes") will be payable quarterly in arrears on March 17, June 17, September 17 and December 17 of each year, beginning on September 17,
2013. The 2016 floating rate notes will mature at 100% of their principal amount on June 17, 2016, subject to the applicable business day convention.
The fixed rate notes and the floating rate notes are herein referred to as the "notes."
The notes and the guarantees will be senior unsecured obligations and will rank equally with all other present and future unsecured and unsubordinated indebtedness.
The fixed rate 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-9 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 Floating Rate
2016 Floating Rate

2016 Notes

2018 Notes

Notes

Notes

Per Note
Total
Per Note
Total
Per Note
Total
Per Note
Total

Price to public(1)

99.708% U.S.$997,080,000
99.086% U.S.$1,238,575,000 100.000% U.S.$250,000,000 100.000% U.S.$500,000,000
Underwriting discount and commissions

0.250%
U.S.$2,500,000
0.350%
U.S.$4,375,000
0.200%
U.S.$500,000
0.250%
U.S.$1,250,000
Proceeds, before expenses, to us(2)

99.458% U.S.$994,580,000
98.736% U.S.$1,234,200,000
99.800% U.S.$249,500,000
99.750% U.S.$498,750,000
Notes:

(1)
Plus accrued interest from June 19, 2013 if settlement occurs after that date.
(2)
See "Underwriting" beginning on page S-26 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 June 19, 2013. 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
BNP PARIBAS

J.P. Morgan

Morgan Stanley

Credit Suisse

RBS

Co-Managers
Bank of China

Santander

Scotiabank
The date of this prospectus supplement is June 14, 2013
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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-9
RECENT DEVELOPMENTS

S-15
USE OF PROCEEDS

S-16
SUMMARY HISTORICAL FINANCIAL DATA

S-17
CAPITALIZATION AND INDEBTEDNESS OF RIO TINTO

S-19
RATIO OF EARNINGS TO FIXED CHARGES

S-20
DESCRIPTION OF GUARANTEED NOTES

S-21
UNDERWRITING

S-25
LEGAL MATTERS

S-30
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
We have not, and the underwriters have not, authorized any other person to provide you with any information other than the information contained in
this prospectus supplement, the accompanying base prospectus dated March 16, 2012 (the "base prospectus"), any related free writing prospectus filed with
the Securities and Exchange Commission (the "SEC") and the documents incorporated by reference herein and therein. Neither we nor the underwriters take
responsibility for, or provide any assurance as to the reliability of, any different or additional information. Neither we nor the underwriters are making an offer
to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus supplement, the
base prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial
condition, results of operations and 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, 2012 filed with the SEC on March 15, 2013;

(ii)
Exhibit 99.1 to the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on April 19, 2013 containing the first quarter 2013

operations review of the Rio Tinto Group;

(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
Tel: 011-44-20-781-2000
Tel: 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-21 of this prospectus
supplement and "Description of Guaranteed Debt Securities" beginning on page 10 of the base prospectus for more detailed information about the notes.
1.375% Notes due 2016

Stated Maturity
June 17, 2016

Principal Amount of Notes Being Issued
U.S.$1,000,000,000

Issue Price
99.708%

Interest Rate
1.375%

Date Interest Starts Accruing
June 19, 2013

Interest Payment Dates
Semi-annually in arrears on June 17 and December 17 of each year, commencing December 17, 2013.

Business day convention
Following, Unadjusted.

Day count fraction
30/360.

First Interest Payment Date
December 17, 2013

Optional Redemption
The 2016 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-22 of this prospectus supplement. 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 (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, together, in either 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.

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CUSIP
76720AAL0

ISIN
US76720AAL08
2.250% Notes due 2018

Stated Maturity
December 14, 2018

Principal Amount of Notes Being Issued
U.S.$1,250,000,000

Issue Price
99.086%

Interest Rate
2.250%

Date Interest Starts Accruing
June 19, 2013

Interest Payment Dates
Semi-annually in arrears on June 14 and December 14 of each year, commencing December 14, 2013.

Business day convention
Following, Unadjusted.

Day count fraction
30/360.

First Interest Payment Date
December 14, 2013

Optional Redemption
The 2018 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-22 of this prospectus supplement. Upon redemption, we will pay a
redemption price equal to (i) if such redemption occurs prior to November 14, 2018, 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
(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 or (ii) if such redemption
occurs on or after November 14, 2018, 100% of the principal amount of the notes to be redeemed,
together, in either 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 -- 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.

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CUSIP
76720AAM8

ISIN
US76720AAM80
Floating Rate Notes due 2015

Stated Maturity
June 19, 2015

Principal Amount of Notes Being Issued
U.S.$250,000,000

Issue Price
100.000%

Interest Rate
The interest rate for the period from June 19, 2013 to, but excluding, the first interest reset date will be
the initial base rate, as adjusted by adding the spread. Thereafter, the interest rate will be the base rate,
as adjusted by adding the spread. The interest rate will be reset quarterly on each interest reset date.

Initial Base Rate
3-month U.S. dollar LIBOR, as determined on the second London and New York City business day
preceding June 19, 2013

Base Rate
3-month U.S. dollar LIBOR

Spread
Plus 0.550%

Interest Payment Dates
Quarterly on March 19, June 19, September 19 and December 19 of each year, commencing September
19, 2013, up to and including the maturity date for the 2015 floating rate notes.

Interest Reset Dates
Starting with the interest period scheduled to commence on September 19, 2013, the interest reset date
for each interest period will be the first day of such interest period.

Interest Determination Date
The interest determination date relating to a particular interest reset date will be the second London and
New York City business day preceding such interest reset date.

Business Day Convention
Modified following.

Day Count Fraction
Actual/360 (ISDA).

Calculation Agent
The Bank of New York Mellon.

CUSIP
76720AAH9

ISIN
US76720AAH95
Floating Rate Notes due 2016

Stated Maturity
June 17, 2016

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Principal Amount of Notes Being Issued
U.S.$500,000,000

Issue Price
100.00%

Interest Rate
The interest rate for the period from June 19, 2013 to, but excluding, the first interest reset date will be
the initial base rate, as adjusted by adding the spread. Thereafter, the interest rate will be the base rate,
as adjusted by adding the spread. The interest rate will be reset quarterly on each interest reset date.

Initial Base Rate
3-month U.S. dollar LIBOR, as determined on the second London and New York City business day
preceding June 19, 2013

Base Rate
3-month U.S. dollar LIBOR

Spread
Plus 0.840%

Interest Payment Dates
Quarterly on March 17, June 17, September 17 and December 17 of each year, commencing September
17, 2013, up to and including the maturity date for the 2016 floating rate notes.

Interest Reset Dates
Starting with the interest period scheduled to commence on September 17, 2013, the interest reset date
for each interest period will be the first day of such interest period.

Interest Determination Date
The interest determination date relating to a particular interest reset date will be the second London and
New York City business day preceding such interest reset date.

Business Day Convention
Modified following.

Day Count Fraction
Actual/360 (ISDA).

Calculation Agent
The Bank of New York Mellon.

CUSIP
76720AAJ5

ISIN
US76720AAJ51
The following terms apply to each tranche of notes:

Issuer
Rio Tinto Finance (USA) plc

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.

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

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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.

Tax Redemption
In the event of various tax law changes that require us, Rio Tinto plc or Rio Tinto Limited to pay
additional amounts on a series of notes and other limited circumstances, as described in the base
prospectus on page 19 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 relevant series of notes for redemption at 100% of their aggregate principal amount plus
accrued interest to the date of redemption.

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.

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.$2.98 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-9 of this prospectus supplement before
deciding to invest in the notes.

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