Filed Pursuant to Rule 424(b)(3)
Registration No. 333-196694
The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed. This
preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 11, 2015
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Base Prospectus dated June 12, 2014)
Rio Tinto Finance (USA) Limited
U.S.$ % Notes due 20
Fully and unconditionally guaranteed by
Rio Tinto plc
and
Rio Tinto Limited
The
U.S.$ notes due 20 (the notes) will bear interest at % per year. Interest on the notes
will be payable semi-annually in arrears on and of each year, beginning on , 2015. The notes will
mature at 100% of their principal amount on , 20 subject to the applicable business day convention.
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 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 the 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.
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Per Note |
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Total |
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Price to public(1) |
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% |
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U.S.$ |
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Underwriting discount and commissions |
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% |
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U.S.$ |
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Proceeds, before expenses, to us(2) |
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% |
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U.S.$ |
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Notes:
(1) |
Plus accrued interest from , 2015 if settlement occurs after that date. |
(2) |
See Underwriting beginning on page S-25 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 , 2015. 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
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Citigroup |
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Deutsche Bank Securities |
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SOCIETE GENERALE |
The date of this prospectus supplement is , 2015
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
BASE PROSPECTUS
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 June 12, 2014 (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.
S-1
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) a 100% owned finance subsidiary of Rio Tinto Limited. 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.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
Rio Tinto Finance (USA) Limited is a corporation incorporated under the laws of the State of Victoria, Australia. Rio Tinto Finance (USA)
plc is a public limited company incorporated under the laws of England and Wales. Rio Tinto plc is a public limited company incorporated under the laws of England and Wales. Rio Tinto Limited is a corporation incorporated under the laws of the State
of Victoria, Australia. Substantially all of our and Rio Tintos directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom and Australia. A substantial portion of
our and Rio Tintos assets, and the assets of such persons, are located outside the United States. Therefore, you may not be able to effect service of process within the United States upon us, Rio Tinto or these persons so that you may enforce
judgments of U.S. courts against us, Rio Tinto or these persons based on the civil liability provisions of the U.S. federal or state securities laws. Our English and Australian legal advisers have advised us and Rio Tinto that the enforcement of
U.S. judgments in England and Wales and Australia is not automatic but subject to certain qualifications, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities based on the U.S. federal or state
securities laws.
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).
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(i) |
Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended December 31, 2014 filed with the SEC on March 6, 2015, excluding Exhibit
15.2 thereto, except to the extent such Exhibit is specifically incorporated by reference in the Annual Report on Form 20-F; |
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(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 21, 2015 containing the first quarter 2015 operations
review of the Rio Tinto Group; |
S-2
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(iii) |
the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on June 11, 2015 containing the updated Taxation section of the base
prospectus; |
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(iv) |
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 |
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(v) |
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:
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Rio Tinto Limited Level 33 120 Collins Street
Melbourne, Victoria 3000 Australia Tel: 011-61-3-9283-3333 |
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Rio Tinto plc 6 St Jamess Square London SW1Y 4AD
United Kingdom
Tel: 011-44-20-7781-2000 |
S-3
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 Groups 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.
S-4
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-22 of this prospectus supplement and Description of Guaranteed Debt
Securities beginning on page 11 of the base prospectus for more detailed information about the notes.
Issuer |
Rio Tinto Finance (USA) Limited |
Notes Offered |
U.S.$ % notes due 20 |
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.
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Principal Amount of Notes Being Issued |
U.S.$ |
Ranking |
The notes and guarantees are not secured by any of our or Rio Tintos 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. |
Date Interest Starts Accruing |
, 2015 |
Interest Payment Dates |
Semi-annually in arrears on and of each year, commencing
, 2015 |
Business day convention |
Following, Unadjusted |
Day count fraction |
30/360 |
Optional Redemption |
The 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 ,
20 , 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
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 plus a spread of basis points or (ii) if such redemption
occurs on or after , 20 , |
S-5
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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 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 that require us, Rio Tinto plc or Rio Tinto Limited to pay additional amounts and other limited circumstances, as described in the base prospectus on page
21 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 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 DTCs 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.
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Denomination |
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. |
Trustee and Paying Agent |
The Bank of New York Mellon |
Listing |
Application will be made to list the notes on the New York Stock Exchange. |
Governing Law |
The indenture, the notes and the guarantees will be governed by the laws of the State of New York. |
Use of Proceeds |
We expect to receive net proceeds (after underwriting discounts and commissions and estimated offering expenses) from this offering of approximately
U.S.$ . We intend to use the net proceeds to fund substantially all of the redemption of our 2.500% Notes due 2016, of which U.S.$700,000,000 aggregate principal amount is outstanding, and 2.250% Notes
due 2016, of which U.S.$500,000,000 aggregate principal amount is outstanding, as described in Concurrent Make-Whole Redemption, and for general corporate purposes. |
S-6
Concurrent Make-Whole Redemption |
On June 11, 2015, we announced our election to redeem (the Concurrent Make-Whole Redemption) our 2.500% Notes due 2016 (the 2.500% Notes), of which U.S.$700,000,000
aggregate principal amount was outstanding as of that date, and our 2.250% Notes due 2016 (the 2.250% Notes and together with the 2.500% Notes, the 2016 Notes), of which U.S.$500,000,000 aggregate principal amount was
outstanding as of that date. The 2016 Notes are guaranteed by Rio Tinto plc and Rio Tinto Limited. The 2016 Notes are expected to be redeemed, pursuant to the Concurrent Make-Whole Redemption, on July 13, 2015 (the Redemption Date).
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We expect to fund substantially all of the Concurrent Make-Whole Redemption with the net proceeds from this offering. See Use of Proceeds.
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The Concurrent Make-Whole Redemption is made only by and pursuant to the redemption notice dated June 11, 2015. |
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. |
S-7
RISK FACTORS
An investment in the notes involves risks. The following describes all known principal risks and uncertainties that could materially
affect the Rio Tinto Group. Risks may materialize individually, simultaneously or in combination. There may be additional risks unknown to the Rio Tinto Group 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-4 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 may make from time to time with the SEC.
External Risks
Commodity prices and global demand for the Groups products are expected to remain uncertain
Commodity prices and demand are volatile and strongly influenced by world economic conditions. The Groups normal policy is to sell
its products at prices that reflect the value of its products in the market and not to enter into price hedging arrangements. Recent volatility in commodity prices and demand may continue, which could adversely affect the Groups earnings, cash
flow and mineral reserves. Furthermore, iron ore prices are typically determined on a landed in China basis, and increases in the freight market would adversely impact Group earnings.
Past strong demand for the Groups products in China could be affected by future developments in that country
The Group is heavily exposed to the Chinese market. Chinas demand for any of the Groups products, and iron ore in particular, could be substantially affected by:
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an economic slowdown in China; |
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financial or banking market conditions impacting investment; |
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an accelerated shift from infrastructure-led to service-oriented growth; or |
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a material change in energy policy. |
Any or all of these may adversely affect the Groups profitability and cash position.
Rio Tinto is exposed to fluctuations in exchange rates
The vast majority of the Groups sales are denominated in US 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 US dollars, a significant portion are incurred in, or influenced by, the local currencies of the countries where the Group operates, principally the Australian dollar and Canadian dollar. The Groups normal
policy is not to hedge foreign exchange rates and so the Group may be adversely affected by appreciation in the value of other currencies against the US dollar, or to prolonged periods of exchange rate volatility. Currency fluctuations may
negatively impact the Groups profitability and dividend payments as well as rating agency metrics and asset carrying values.
Political, legal and commercial changes in the places where the Group operates
The Group operates across a large number of jurisdictions, resulting in exposure to a broad spectrum of economies, political and legal
frameworks and societal norms. Each jurisdiction poses unique complexities and challenges that in turn impose risks on the value chain, from new business development through to closure and rehabilitation, and on asset carrying values.
S-8
These can include:
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difficulty in obtaining agreements, leases or permits for new activities; |
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renegotiation, unilateral variation or nullification of existing agreements, leases and permits; |
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changes in government ownership levels in Group businesses; |
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changes in taxation rates, regimes or international tax agreements; |
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currency and foreign investment restrictions; |
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limitations to power, water, energy and infrastructure access; and |
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general increases in regulation and compliance requirements. |
Jurisdiction-specific behavior or circumstance may also present uncertainties to the Groups operating environment: unclear land
title and rights to land and resources (including Indigenous title); political and administrative change, policy reform, and changes in law or government regulation; an inherent culture of bribery and corruption; violent criminal or sectarian
tensions. Any such jurisdictional instability or legislative uncertainty that impacts the Groups operations may result in increased costs, curtail or negatively impact existing operations and/or prevent the Group from making future
investments.
Community disputes in the countries and territories in which the Group operates
Some of the Groups current and potential operations are located in or near communities that may regard these operations as being
detrimental to them. Community expectations are typically complex, with the potential for multiple inconsistent stakeholder views that may be difficult to resolve. Stakeholder opinion and community acceptance can be subject to many influences, for
example, related industries, operations of other groups, or local, regional or national events in other places where the Group operates. These disputes can disrupt the Groups operations and may increase its costs, thereby potentially impacting
the Groups revenue and profitability. In the extreme, the Groups operations may be a focus for civil unrest or criminal activity, which can impact its operational and financial performance, as well as its reputation.
Increased regulation of greenhouse gas emissions could adversely affect the Groups cost of operations
The Groups operations are energy-intensive and depend on fossil fuels. In numerous jurisdictions, there is increasing regulation of
greenhouse gas emissions, tighter emission reduction targets and progressive introduction of carbon pricing mechanisms. These may raise worldwide energy, production and transport costs over the medium to long term, which may increase the
Groups cost base and potentially negatively impact the Groups profitability.
Regulations, standards and stakeholder
expectations regarding health, safety, environment and community evolve over time and unforeseen changes could have an adverse effect on the Groups business and reputation
The resources sector is subject to extensive health, safety and environmental laws, regulations and standards alongside community and
stakeholder expectations. Evolving regulation, standards and stakeholder expectations could result in increased costs, regulatory action, litigation or, in extreme cases, threaten the viability of an operation.
Strategic Risks
The Groups
exploration and development of new projects might be unsuccessful
The Group identifies new orebodies and mining
properties through its exploration program, and develops or expands other operations as a means of generating shareholder value. Exploration is not always successful and
S-9
there is a high degree of competition to develop world-class orebodies. The Group may also not be able to source or maintain adequate project financing, or may be unable to find willing and
suitable joint venture partners to share the cost of developing large projects. Furthermore, project execution may not proceed as planned and project budgets and schedules may prove inaccurate, all of which may negatively impact the Groups
profitability and the mineral resources from which future cash flows should come.
Rio Tinto may fail to successfully execute
divestments and acquisitions
The Group may not be able to successfully divest assets it wishes to sell, resulting in
unforeseen pressure on its cash position or reducing the Groups ability to expand operations as a means of generating shareholder value. All business combinations or acquisitions entail a number of risks, including the cost of effectively
integrating acquisitions to realize synergies, significant write-offs or restructuring charges, and unanticipated costs and liabilities. The Group may also be liable for the past acts, omissions or liabilities it has acquired that were unforeseen or
greater than anticipated. The Group may also face liabilities for divested entities if the buyer fails to honor all commitments or the Group agrees to retain certain liabilities.
Large outsourcing programs may result in exposure to third- party failure, or loss of intellectual property
The Group is implementing business transformation programs to increase efficiency. These include outsourcing and offshoring elements of important business support delivery as well as increasing
procurement of goods and services from emerging market suppliers. The Group may be exposed to business continuity failure impacting financial performance, loss of intellectual property or data, data privacy violations and/or reputational damage as a
result of third-party failure or actions.
Financial Risks
The Groups reported results could be adversely affected by the impairment of assets including goodwill
The Group may be required to record impairment charges as a result of adverse developments in the recoverable values of its assets (including goodwill). Significant assumptions in the determination of
recoverable value include, but are not limited to: pricing of the Groups commodities and products, reserves and resources, infrastructure availability, discount and foreign currency exchange rates, operating and development cost projections,
and the timing of expenditure and revenues related to major projects. In addition, the occurrence of unexpected events, or events beyond the Groups control that adversely impact its business, may have an impact on the assumptions underlying
the recoverable value of its assets. The foregoing items are not exhaustive and impairments may be caused by factors currently unknown to the Group. To the extent that the recoverable value of an asset is impaired, such impairment will negatively
impact the Groups profitability during the relevant period.
Discount rates used in determining provisions and asset valuations
may change, causing changes to provisions, asset carrying values and capital allocation
Discount rates are utilized to
determine provisions for costs of known future obligations (such as close-down and remediation) as well as valuing assets for impairment testing and capital allocation purposes. Discount rates may vary over time as underlying assumptions change.
These assumptions include observable long term government bond yields, market risk premiums, and other situational changes (such as change in political stability in a particular jurisdiction).
Changes to the discount rate may impact the size of provisions recognised, lead to changes in the carrying value of assets, or alter the
capital allocated to various projects.
S-10
The Groups liquidity and cash flow expectations may not be realized, inhibiting planned
expenditure
Both the Groups ability to fund planned expenditure such as capital growth, mergers and
acquisitions, innovation and other objectives or obligations as well as the ability to weather a major economic downturn could be compromised by inadequate access to sufficient liquidity, including external financing sources such as bank financing
or capital markets.
Failure to reduce costs may result in reduced margins
Failure to reduce costs may have an adverse impact on the Groups operating margins and the viability of the Groups capital
expansion projects.
Operational Risks
Estimates of ore reserves are based on uncertain assumptions that, if changed, could result in the need to restate ore reserves
There are numerous uncertainties inherent in estimating ore reserves, including subjective judgments and determinations that are based on
available geological, technical, contract and economic information. Previously valid assumptions may change significantly with new information, which may result in changes to the economic viability of some reserves and the need for them to be
restated. In addition, volatility in commodity prices can result in substantial adjustments in the Groups recognition of ore reserves.
Labor disputes could lead to lost production and/or increased costs
Some of the Groups employees, including employees in non-managed operations, are represented by labor unions under various
collective labor agreements. The Group may not be able to renegotiate agreements satisfactorily when they expire and may face difficult negotiations, higher wage demands or industrial action. In addition, labor agreements may not prevent a strike or
work stoppage and labor disputes may arise even in circumstances where the Groups employees are not represented by labor unions.
Some of the Groups technologies are unproven and failures could adversely impact costs and/or productivity
The Group has invested in and implemented new technologies both in information systems and in operational initiatives, some of which are
unproven and their eventual viability cannot be assessed with certainty. The actual benefits of these technologies may differ materially from expectations.
The Group may be exposed to major failures in the supply chain for specialist services, equipment and materials
Rio Tinto operates within a complex supply chain depending on suppliers of materials, services, equipment, and infrastructure, and on providers of logistics. Supply chain failures, or significantly
increased costs within the supply chain, for whatever reason, could have an adverse effect on the Groups business.
Joint
ventures, strategic partnerships or non-managed operations may not be successful and may not comply with the Groups standards
The Group participates in several joint venture and partnership arrangements, and it may enter into others, all of which involve risk. Whether or not the Group holds majority interests or maintains
operational control in its joint ventures, its partners may:
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have economic or business interests or goals that are inconsistent with, or opposed to, those of the Group; |
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exercise veto rights to block actions that the Group believes are in its or the joint ventures best interests; or |
S-11
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be unable or unwilling to fulfill their obligations under the joint venture or other agreements, such as contributing capital to expansion or
maintenance projects. |
Where these joint ventures are controlled and managed by others, the Group may
provide expertise and advice but has limited control over compliance with its standards and objectives. Controlling partners may take action contrary to the Groups interests or policies, resulting in adverse impact to the Groups
operations, financial performance, legal liability or reputation.
The Groups operations are vulnerable to a range of
interruptions, not all of which are covered fully by insurance
Natural disasters and events
Mining, smelting, refining and infrastructure installations are vulnerable to natural events including earthquakes, subsidence, drought,
flood, fire, storm and climate change.
Sustained operational difficulties
Operating difficulties are many and various, ranging from geological variations that could result in significant ground or containment
failure to breakdown of key capital equipment. Reliable roads, rail networks, ports, power generation and transmission, and water supplies are required to access and conduct Rio Tintos operations and deliver product to market. Limitations,
delayed development, bottlenecks or interruptions in transport infrastructure, including as a result of third parties gaining access to Rio Tintos integrated facilities, could impede its ability to deliver products.
Information technology and cyber security
The Group relies heavily on information technology and process control systems to support its business. In common with most large global companies, the Group has experienced cyber attacks and is faced
with ongoing threats to the confidentiality, integrity and availability of such systems. An extended failure of critical system components, caused by accidental or malicious actions, including those resulting from a cyber security attack, could
result in a significant environmental, health or safety incident, commercial loss or interruption to operations.
Major operational failure
The Groups operations involve chemicals and other substances stored under high temperature and pressure, with the
potential for fire, explosion or other loss of control of the process, leading to a release of hazardous materials. This could occur by accident, systems failure or a breach of operating standards, and could result in a significant environmental,
health or safety incident.
Sustained pandemic
The Group has exploration, development projects and operations in numerous countries and is reliant on effective global shipping/transportation movements to deliver product to markets. The sustained
outbreak of a pandemic may result in health exposure to the Groups workforce as well as the temporary closure of a site or access to shipping/transportation movements, adversely impacting financial performance.
The Groups insurance does not cover every potential loss associated with its operations and adequate coverage at reasonable rates
is not always obtainable. In addition, insurance provision may not fully cover its liability or the consequences of any business interruption. Any occurrence not fully covered by insurance could have an adverse effect on the Groups business.
S-12
The Group depends on the continued services of key personnel
The Groups ability to maintain its competitive position is dependent on the services of a wide range of highly-skilled and
experienced personnel available in the locations where they are needed. Failure to recruit and retain key staff, and the inability to deploy staff worldwide, where they are most needed, could affect the Groups business. Similar constraints may
be felt by the Groups key consultants, contractors and suppliers, thereby impacting the Groups operations, expansion plans or business more generally.
The Groups costs of close down, reclamation, and rehabilitation could be higher than expected
Close-down and reclamation works to return operating sites to the community can be extensive and costly. Estimated costs are provided for, and updated annually, over the life of each operation but the
provisions might prove to be inadequate due to changes in legislation, standards and the emergence of new, or increase in the cost of, reclamation techniques. In addition, the expected timing of expenditure could change significantly due to changes
in the business environment that might vary the life of an operation.
Risks relating to the notes
Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, your right to receive
payments on the guarantees is subordinated to the other liabilities of their subsidiaries
Rio Tinto plc and Rio Tinto
Limited are organized as holding companies, and substantially all of their operations are carried on through subsidiaries. Their principal source of income is the dividends and distributions they receive from their subsidiaries. The ability of Rio
Tinto plc and Rio Tinto Limited to meet their financial obligations is dependent upon the availability of cash flows from their domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and
other payments. These subsidiaries and affiliated companies are not required to and may not be able to pay dividends or make distributions to Rio Tinto plc and Rio Tinto Limited. Claims of the creditors of the subsidiaries of Rio Tinto plc and Rio
Tinto Limited have priority as to the assets of such subsidiaries over the claims of Rio Tinto plc or Rio Tinto Limited. Consequently, holders of notes guaranteed by Rio Tinto plc and Rio Tinto Limited are structurally subordinated to the prior
claims of the creditors of subsidiaries of Rio Tinto plc and Rio Tinto Limited.
In addition, some of Rio Tintos
subsidiaries are subject to laws restricting the amount of dividends they may pay. For example, these laws may prohibit dividend payments when net assets fall below subscribed share capital, when the subsidiary lacks available profits or when the
subsidiary fails to meet certain capital and reserve requirements. English and Australian law prohibits those subsidiaries incorporated in the United Kingdom and Australia, respectively, from paying dividends unless these payments are made out of
distributable profits. These profits consist of accumulated, realized profits which have not been previously utilized by distribution or capitalization, less accumulated, realized losses which have not been previously written off in a reduction or
reorganization of capital duly made. Other statutory and general law obligations also affect the ability of directors of Rio Tintos subsidiaries to declare dividends and the ability of Rio Tintos subsidiaries to make payments to Rio
Tinto on account of intercompany loans.
Since the notes are unsecured, your right to receive payments may be adversely affected
The notes that we are offering will be unsecured. If we default on the notes or Rio Tinto defaults on the guarantees,
or after bankruptcy, liquidation or reorganization, then, to the extent that we or Rio Tinto have granted security over our or Rio Tintos assets, the assets that secure our or Rio Tintos debts will be used to satisfy the obligations
under that secured debt before we or Rio Tinto could make payment on the notes or the guarantees. There may only be limited assets available to make payments on the notes or the guarantees in the event of an acceleration of the notes. If there is
not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness.
S-13
We or Rio Tinto may incur substantially more debt in the future
We or Rio Tinto may incur substantial additional indebtedness in the future, including in connection with future acquisitions, some or all
of which may be secured by our or Rio Tintos assets. The terms of the notes will not limit the amount of indebtedness we or Rio Tinto may incur. Any such incurrence of additional indebtedness could exacerbate the risks that holders of the
notes now face.
The notes lack a developed public market
There can be no assurance regarding the future development of a market for the notes or the ability of holders of the notes to sell their
notes or the price at which such holders may be able to sell their notes. If such a market were to develop, the notes could trade at prices that may be higher or lower than the initial offering price depending on many factors, including, among other
things, prevailing interest rates, our or Rio Tintos operating results and the market for similar notes. The underwriters may make a market in the notes as permitted by applicable laws and regulations. However, the underwriters are not
obligated to do so, and any such market-making activities with respect to the notes may be discontinued at any time without notice. Therefore, there can be no assurance as to the liquidity of any trading market for the notes or that an active public
market for the notes will develop. See Underwriting.
Our and Rio Tintos credit ratings may not reflect all risks of
an investment in the notes
The credit ratings ascribed to us, Rio Tinto and the notes are intended to reflect our and
Rio Tintos ability to meet our payment obligations in respect of the notes and the guarantees, and may not reflect the potential impact of all risks related to structure and other factors on the value of the notes. In addition, actual or
anticipated changes in our or Rio Tintos credit ratings may generally be expected to affect the market value of the notes.
If we
default on the notes, or if Rio Tinto defaults on the guarantees, your right to receive payments on the guarantees may be adversely affected by English or Australian insolvency laws
Rio Tinto plc is incorporated under the laws of England and Wales. Accordingly, insolvency proceedings with respect to Rio Tinto plc would
be likely to proceed under, and be governed by, English insolvency law. The procedural and substantive provisions of English insolvency laws generally are more favorable to secured creditors than comparable provisions of United States law. These
provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it will generally not be possible for us, Rio Tinto or other unsecured creditors to prevent or delay the secured creditors from
enforcing their security to repay the debts due to them.
Rio Tinto Limited and Rio Tinto Finance (USA) Limited are
incorporated under the laws of Australia and, therefore, insolvency proceedings with respect to them would be likely to proceed under, and be governed by, Australian insolvency law. The procedural and substantive provisions of Australian insolvency
laws are also generally more favorable to secured creditors than comparable provision of United States law. These provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it will generally
not be possible for us, Rio Tinto or other unsecured creditors to prevent or delay the secured creditors from enforcing their security to repay the debts due to them.
Withholding may be imposed under the EU Directive on the Taxation of Savings Income
EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive) requires EU Member States to provide to the tax authorities of other EU Member States details of
payments of interest and other similar income paid by a person established within its jurisdiction to (or secured by such a person for the benefit of) an individual resident, or to (or secured for) certain other types of entity established, in that
other EU Member State, except that Austria will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no
tax be withheld) unless during such period it elects otherwise.
S-14
The Council of the European Union has adopted a Directive (the Amending Savings
Directive) which would, when implemented, amend and broaden the scope of the requirements of the Savings Directive described above, including by expanding the range of payments covered by the Savings Directive, in particular to include
additional types of income payable on securities, and by expanding the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or secured for) (i) an entity or legal arrangement effectively
managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures
to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Savings Directive requires EU Member States to adopt national legislation
necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017.
The European Commission
has published a proposal for a Council Directive repealing the Savings Directive from 1 January 2016 (1 January 2017 in the case of Austria) (in each case subject to transitional arrangements). The proposal also provides that, if it is adopted, EU
Member States will not be required to implement the Amending Savings Directive.
If a payment were to be made or collected
through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to any law implementing the Savings Directive or any other directive implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, neither we nor any paying agent nor any other person would be obliged to pay additional
amounts with respect to any debt security as a result of the imposition of such withholding tax. Furthermore, if the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances
than at present, as explained above.
Investors who are in any doubt as to their position or would like to know more should
consult their professional advisers.
S-15
RECENT DEVELOPMENTS
Oyu Tolgoi Underground Mine Development and Financing Plan
On May 18, 2015, the Government of Mongolia, Turquoise Hill Resources and Rio Tinto signed the Oyu Tolgoi Underground Mine Development and Financing Plan (the Plan). The Plan addresses
the key outstanding shareholder issues and sets out an agreed basis for the funding of the project. With a new pathway to development of the underground mine agreed, the focus has now shifted to finalizing the project finance, the feasibility study
and securing all necessary permits so that the underground mine development can proceed.
Completion of A$560 million Off-Market Share
Buy-back
On April 7, 2015, Rio Tinto completed its off-market buy-back tender of Rio Tinto Limited shares, which was
increased to A$560 million from the indicative A$500 million announced due to strong demand. The buy-back price was A$48.44 per share, which represented a discount of 14 per cent to the market price for
Rio Tinto Limited shares. The buy-back was announced on February 12, 2015 as part of the Groups proposed U.S.$2 billion capital return program.
Rio Tinto Limited bought back around 11.6 million shares, at an aggregate cost of approximately A$560 million (U.S.$425 million). This represents 2.65% of Rio Tinto Limiteds issued capital
(0.63% of the Groups issued capital).
The on-market buy-back of Rio Tinto plc shares, which will continue until the end
of the year, will now total approximately U.S.$1,575 million. As of May 31, 2015, approximately 9.9 million Rio Tinto plc shares have been repurchased at an average price of £29.47 per share for an aggregate consideration of
approximately U.S.$441 million.
Recent Trends
For recent trends in Rio Tintos production, see the first quarter 2015 operations review of the Rio Tinto Group contained in Exhibit 99.1 to the report on Form 6-K filed with the SEC by Rio Tinto
plc and Rio Tinto Limited on April 21, 2015, incorporated by reference in this prospectus supplement. During the first four months of 2015, iron ore prices decreased by approximately 32% compared to the full year average for 2014. Iron ore prices
remain volatile.
S-16
USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts and commissions and estimated offering expenses) from the sale of the
notes will be approximately U.S.$ . We intend to use the net proceeds to fund substantially all of the redemption of our 2.500% Notes due 2016, of which U.S.$700,000,000 aggregate principal amount is
outstanding, and 2.250% Notes due 2016, of which U.S.$500,000,000 aggregate principal amount is outstanding, as described in The Offering Concurrent Make-Whole Redemption, and for general corporate purposes.
S-17
SUMMARY HISTORICAL FINANCIAL DATA
The summary consolidated historical financial data as of December 31, 2014 and 2013 and for the years ended December 2014, 2013 and
2012 has been derived from the audited consolidated financial statements of Rio Tinto included in the Annual Report on Form 20-F of Rio Tinto for the year ended December 31, 2014 incorporated by reference in this prospectus and have been
prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). The summary consolidated historical financial data as of December 31, 2011 and 2010 and for
the years ended December 31, 2011 and 2010 has been derived from financial data not included in the consolidated financial statements incorporated by reference in this prospectus supplement. The summary consolidated historical financial data
should be read in conjunction with, and are qualified in their entirety by reference to, the audited consolidated financial statements and notes thereto contained in the Annual Report on Form 20-F of Rio Tinto for the year ended December 31,
2014, which is incorporated by reference in this prospectus supplement.
Summary Condensed Consolidated Financial Information of Rio Tinto
Income Statement
|
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|
|
|
|
|
|
|
|
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|
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|
|
|
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|
Year ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(U.S.$ million) |
|
Consolidated sales revenue |
|
|
47,664 |
|
|
|
51,171 |
|
|
|
50,942 |
|
|
|
60,529 |
|
|
|
55,171 |
|
Group operating profit/(loss)(1) |
|
|
11,346 |
|
|
|
7,430 |
|
|
|
(1,925 |
) |
|
|
14,037 |
|
|
|
19,608 |
|
Profit/(loss) for the year from continuing operations |
|
|
6,499 |
|
|
|
1,079 |
|
|
|
(3,020 |
) |
|
|
6,800 |
|
|
|
15,195 |
|
Loss after tax from discontinued operations |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(10 |
) |
|
|
(97 |
) |
Basic earnings/(losses) per share |
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|
|
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|
|
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|
|
|
|
|
|
|
|
Profit/(loss) from continuing operations (U.S. cents) |
|
|
353.1 |
|
|
|
198.4 |
|
|
|
(163.4 |
) |
|
|
303.9 |
|
|
|
731.0 |
|
Loss after tax from discontinued operations (U.S. cents) |
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
|
|
(0.5 |
) |
|
|
(4.9 |
) |
Profit/(loss) for the year per share (U.S. cents) |
|
|
353.1 |
|
|
|
198.4 |
|
|
|
(163.8 |
) |
|
|
303.4 |
|
|
|
726.1 |
|
Diluted earnings/(losses) per share(2) |
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|
|
|
|
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|
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|
|
|
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|
|
|
|
|
|
Profit/(loss) from continuing operations (U.S. cents) |
|
|
351.2 |
|
|
|
197.3 |
|
|
|
(163.4 |
) |
|
|
302.0 |
|
|
|
726.7 |
|
Loss after tax from discontinued operations (U.S. cents) |
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
|
|
(0.5 |
) |
|
|
(4.9 |
) |
Profit/(loss) for the year per share (U.S. cents) |
|
|
351.2 |
|
|
|
197.3 |
|
|
|
(163.8 |
) |
|
|
301.5 |
|
|
|
721.8 |
|
Balance Sheet/Statement of Financial Position
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At December 31, |
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2014 |
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2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(U.S.$ million) |
|
Total assets |
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|
107,827 |
|
|
|
111,025 |
|
|
|
118,437 |
|
|
|
120,152 |
|
|
|
112,773 |
|
Share capital/premium |
|
|
9,053 |
|
|
|
9,410 |
|
|
|
10,189 |
|
|
|
10,024 |
|
|
|
10,105 |
|
Total equity/Net assets |
|
|
54,594 |
|
|
|
53,502 |
|
|
|
57,740 |
|
|
|
58,884 |
|
|
|
64,512 |
|
Equity attributable to owners of Rio Tinto |
|
|
46,285 |
|
|
|
45,886 |
|
|
|
46,553 |
|
|
|
52,199 |
|
|
|
58,247 |
|
Other Financial Data
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|
Year ended December 31, |
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2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(U.S.$ million) |
|
EBITDA(3) |
|
|
18,840 |
|
|
|
20,953 |
|
|
|
19,595 |
|
|
|
28,925 |
|
|
|
26,553 |
|
S-18
Notes:
(1) |
Group operating profit or loss under IFRS includes the effects of charges and reversals resulting from impairments (other than impairments of equity accounted units)
and profit and loss on disposals of interests in businesses. Group operating profit or loss amounts shown above exclude equity accounted operations, finance items, tax and discontinued operations. |
(2) |
The effects of anti-dilutive potential have not been included when calculating diluted loss per share for the year ended December 31, 2012.
|
(3) |
EBITDA (including Rio Tintos share of equity accounted units) represents profit before finance items and tax, depreciation and amortization in subsidiaries,
impairment charges/(reversals), depreciation and amortization in equity accounted units, taxation in equity accounted units and finance items in equity accounted units. Information regarding EBITDA is sometimes used by investors to evaluate the
efficiency of a companys operations and its ability to employ its earnings towards repayment of debt, capital expenditures and working capital requirements. There are no generally accepted accounting principles governing the calculation of
EBITDA and, as a non-GAAP measure, the criteria upon which EBITDA is based can vary from company to company. EBITDA, by itself, does not provide a sufficient basis to compare Rio Tintos performance with that of other companies and should not
be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity. |
The reconciliation of Rio Tintos profit before finance items and taxation to EBITDA is as follows:
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|
Year ended December 31, |
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2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
|
|
(U.S.$ million) |
|
Profit/(loss) on ordinary activities before finance items and taxation |
|
|
12,560 |
|
|
|
7,912 |
|
|
|
(2,395 |
) |
|
|
14,141 |
|
|
|
20,709 |
|
Depreciation and amortization in subsidiaries |
|
|
4,828 |
|
|
|
4,470 |
|
|
|
4,563 |
|
|
|
3,972 |
|
|
|
3,437 |
|
Impairment charges excluding capital depreciation |
|
|
221 |
|
|
|
7,545 |
|
|
|
16,918 |
|
|
|
10,115 |
|
|
|
982 |
|
Depreciation and amortization in equity accounted units |
|
|
472 |
|
|
|
401 |
|
|
|
460 |
|
|
|
403 |
|
|
|
522 |
|
Taxation and finance items in equity accounted units |
|
|
759 |
|
|
|
625 |
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|
|
49 |
|
|
|
294 |
|
|
|
903 |
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|
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|
|
|
|
|
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|
|
EBITDA (unaudited) |
|
|
18,840 |
|
|
|
20,953 |
|
|
|
19,595 |
|
|
|
28,925 |
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|
26,553 |
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|
S-19
CAPITALIZATION AND INDEBTEDNESS OF RIO TINTO
The following table sets out the capitalization and indebtedness of Rio Tinto in accordance with IFRS (i) on an actual basis as of
December 31, 2014; and (ii) as adjusted to give effect to the repayment of notes maturing since that date, the issuance of the notes offered hereby and the application of the net proceeds of the offering together with existing cash to
redeem the 2016 Notes in the Concurrent Make-Whole Redemption.
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|
At December 31, 2014 |
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|
|
Actual |
|
|
As Adjusted |
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|
|
(U.S.$ millions) |
|
Share capital of Rio Tinto plc |
|
|
230 |
|
|
|
230 |
|
Share capital of Rio Tinto Limited |
|
|
4,535 |
|
|
|
4,535 |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
4,765 |
|
|
|
4,765 |
|
Share premium account |
|
|
4,288 |
|
|
|
4,288 |
|
Other reserves |
|
|
11,122 |
|
|
|
11,122 |
|
Retained earnings(1) |
|
|
26,110 |
|
|
|
26,110 |
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of Rio Tinto |
|
|
46,285 |
|
|
|
46,285 |
|
Borrowings(2)(3): |
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|
|
|
|
|
|
Current borrowings, including bank overdrafts |
|
|
2,684 |
|
|
|
|
|
Non-current borrowings |
|
|
22,535 |
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|
|
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|
|
|
|
|
|
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|
Total capitalization and indebtedness(4) |
|
|
71,504 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
Notes:
(1) |
Except for (i) the payment of a dividend in respect of the year ended December 31, 2014 on April 9, 2015, (ii) share repurchases under the U.S.$2
billion program announced February 12, 2015 (U.S.$425 million off-market completed April 7, 2015 and continued on-market share repurchases) and (iii) profit/(loss) and currency translation adjustments in the ordinary course of
business, there has been no material change to Rio Tintos retained earnings since December 31, 2014. |
(2) |
For an indication of which debt is secured and unsecured as of December 31, 2014, see Note 22 to the 2014 Financial statements in the Annual Report on Form 20-F of
Rio Tinto for the year ended December 31, 2014, which is incorporated by reference in this prospectus supplement. |
(3) |
Of the debt listed in Note 22 to the 2014 Financial Statements in the Annual Report on Form 20-F of Rio Tinto for the year ended December 31, 2014, which is
incorporated herein by reference, the bonds issued by Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Limited are guaranteed by each of Rio Tinto plc and Rio Tinto Limited and the notes issued under Rio Tintos European Debt Issuance
Program by Rio Tinto Finance plc are guaranteed by Rio Tinto plc and Rio Tinto Limited. |
(4) |
Except for (i) the repayment of the U.S.$500,000,000 1.125% Notes due 2015 issued by Rio Tinto Finance (USA) plc and the U.S.$500,000,000 5.00% Notes due 2015
issued by Rio Tinto Alcan, Inc., which matured on March 20, 2015 and June 1, 2015, respectively, (ii) the movements in retained earnings referred to above and (iii) the issuance of the notes to which this prospectus
supplement relates and the Concurrent Make-Whole Redemption, there has been no material change to Rio Tintos capitalization and indebtedness since December 31, 2014. |
S-20
RATIO OF EARNINGS TO FIXED CHARGES
Set forth in the table below are the ratios of earnings to fixed charges of Rio Tinto based on information derived from Rio Tintos
consolidated financial statements, which are prepared in accordance with IFRS.
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|
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|
|
Year ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Ratio of earnings to fixed charges |
|
|
7.27 |
|
|
|
5.10 |
|
|
|
n/a |
(1) |
|
|
13.74 |
|
|
|
22.93 |
|
Note:
(1) |
The ratio of earnings to fixed charges is below 1.0 for the year ended December 31, 2012 and additional earnings of U.S.$2,021 million would have been necessary to
bring the ratio to 1.0. This was primarily the result of a loss from charges for the impairment of goodwill and other assets. |
The ratio of earnings to fixed charges of Rio Tinto is computed by dividing the amount of its pre-tax earnings by the amount of its fixed charges. For the purposes of calculating the ratio, earnings is
defined as pre-tax income from continuing operations before adjustments for non-controlling interests, less (i) non-controlling interests in pre-tax income of subsidiaries that have not incurred fixed charges; and (ii) share of profit
after tax of equity accounted units, plus (i) fixed charges; (ii) distributed income of equity investees; and (iii) amortization of capitalized interest. Fixed charges consist of interest costs, both expensed and capitalized, and a
reasonable approximation of the rental expense representative of the interest factor.
S-21
DESCRIPTION OF GUARANTEED NOTES
This section is a summary of certain financial and legal terms of the notes and supplements the more general description under
Description of Guaranteed Debt Securities in the base prospectus. To the extent that the following description is inconsistent with the terms described under Description of Guaranteed Debt Securities in the base prospectus,
the following description replaces that in the base prospectus.
General
We will offer U.S.$ initial aggregate principal amount of
% notes due 20 . Book-entry interests in the notes will be issued, as described in Clearance and Settlement in the base prospectus, in minimum
denominations of U.S.$2,000 and in integral multiples of U.S.$1,000.
The notes will bear interest at the applicable rate per
annum shown on the cover page of this prospectus supplement, payable semi-annually in arrears on and of each year, beginning on
, 2015. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date (other than the maturity date) would otherwise be a day that is not a
business day, the relevant interest payment date will be postponed to the next day that is a business day.
A business
day means any day other than a day on which banks are permitted or required to be closed in London and New York City. The indenture, the notes and the guarantees will be governed by New York law.
The notes will be unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) Limited and will rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each will
unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or
declaration of acceleration, or otherwise. The guarantees of the notes will be unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees will rank equally with all other unsecured and unsubordinated indebtedness of
Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes will effectively be subordinated to any indebtedness of each of their subsidiaries.
The trustee will be The Bank of New York Mellon. See Description of Guaranteed Debt Securities Default and Related
Matters on page 26 of the base prospectus for a description of the trustees procedures and remedies available in the event of default.
The principal corporate trust office of the trustee in the City of New York is currently designated as the principal paying agent. We may at any time designate additional paying agents or rescind the
designation of paying agents or approve a change in the office through which any paying agent acts.
Payment of principal of
and interest on the notes, so long as the notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system
of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.
Optional Redemption
We or Rio Tinto may redeem the notes in whole or in
part, at our option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to (i) if such redemption occurs prior to ,
20 , 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
S-22
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 plus a spread of
basis points or (ii) if such redemption occurs on or after , 20 , 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. In connection with such optional redemption the following defined terms apply:
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Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date. |
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Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker 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. |
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Independent Investment Banker means one of the Reference Treasury Dealers appointed by us to act as the Independent Investment
Banker. |
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Comparable Treasury Price means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of
all such Quotations. |
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Reference Treasury Dealer means each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC and
their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by us, provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a Primary Treasury Dealer), we shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. |
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Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date. |
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Remaining Scheduled Payments means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related redemption date but for such redemption, provided, however, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date. |
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will
cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, we shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on such date. If less than all of the notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the
Independent Investment Banker and us, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.
Payment of Additional Amounts
All payments of principal, premium (if any) and interest in respect of the notes or the guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties
or governmental
S-23
charges imposed, levied or collected by any jurisdiction in which we, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, are organized (or any political subdivision
or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, we, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes
additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other
governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail on
page 21 of the base prospectus under Description of Guaranteed Debt Securities Special Situations Payment of Additional Amounts.
Tax Redemption
In the event of various tax law changes after the date of
this prospectus supplement and other limited circumstances that require us, Rio Tinto plc or Rio Tinto Limited to pay additional amounts as described in the base prospectus on page 21 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 for redemption. This means we may repay the notes early. Our ability to redeem the notes is
discussed in greater detail on page 20 of the base prospectus under Description of Guaranteed Debt Securities Special Situations Optional Tax Redemption. If we call the notes as a result of such tax law changes, we must pay
100% of their principal amount (including any additional amounts). We will also pay the holders accrued interest if we have not otherwise paid interest through the redemption date (including any additional amounts). Notes will stop bearing interest
on the redemption date, even if the holders do not collect their money.
Notice of Redemption
In either of the situations discussed above, we will give notice to DTC of any redemption we propose to make at least 30 days, but not
more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to
statutory or regulatory requirements.
Defeasance and Discharge
We may release ourselves from any payment or other obligations on the notes as described under Description of Guaranteed Debt
Securities Defeasance and Covenant Defeasance Defeasance and Discharge on page 25 of the base prospectus.
S-24
UNDERWRITING
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC are acting as joint bookrunners of the
offering and are acting as representatives of the underwriters named below.
Subject to the terms and conditions stated in the
underwriting agreement dated the date of the prospectus supplement, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of notes set forth opposite the
underwriters name.
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Underwriter |
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Principal Amount |
Citigroup Global Markets Inc. |
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U.S.$ |
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Deutsche Bank Securities Inc. |
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SG Americas Securities, LLC |
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Total |
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U.S.$ |
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The underwriting agreement provides that the obligations of the underwriters to purchase the notes
included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the notes if they purchase any of the notes.
The underwriters propose to offer some of the notes directly to the public at the public offering price set forth on the cover page of
the prospectus supplement and some of the notes to dealers at the public offering price less a concession not to exceed % of the principal amount of the notes. The underwriters may allow, and dealers
may reallow, a concession not to exceed % of the principal amount of the notes, on sales to other dealers. After the initial offering of the notes to the public, the representatives may change the
public offering price and concessions.
In connection with the offering, the underwriters may purchase and sell notes in the
open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of notes in excess of the principal amount of notes to be purchased by the underwriters
in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing
transactions consist of certain bids or purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate
member when they, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause the price of the notes to be higher than the price that otherwise
would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at
any time.
We estimate that our total expenses (which consist of, among other fees, Securities and Exchange Commission
registration fees, legal fees and expenses, accounting fees and expenses and printing expenses) for this offering, excluding underwriting discounts, will be approximately U.S.$ . The underwriters have
agreed to reimburse us for U.S.$ of expenses incurred in connection with the offering, the Concurrent Make-Whole Redemption and certain other transactions.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory,
S-25
investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the underwriters and
their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers and such investment and securities activities may involve securities and instruments of Rio Tinto or its subsidiaries. The underwriters and their respective affiliates may also make investment recommendations or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
The underwriters or their affiliates have also performed investment banking and advisory services for us and the Rio Tinto Group from
time to time for which they have received customary fees and reimbursement of expenses. The underwriters or their affiliates may in the future, from time to time, engage in transactions with and perform services for us and the Rio Tinto Group in the
ordinary course of their business for which they may receive customary fees and reimbursement of expenses.
A prospectus in
electronic format may be made available on the websites maintained by one or more of the underwriters.
We have agreed to
indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer to the public of any notes described in
this prospectus supplement may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any notes may be made at any time under the following exemptions under the Prospectus Directive:
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to any legal entity which is a qualified investor as defined in the Prospectus Directive; |
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to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the representatives for any such offer; or |
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in any other circumstances falling within Article 3(2) of the Prospectus Directive, |
provided that no such offer of notes shall result in a requirement for the publication by us, our affiliates or any of the underwriters
of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer to the public in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any notes to be offered so as to enable an investor to
decide to purchase any notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
This
prospectus supplement has been prepared on the basis that all offers of the notes within the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce or publish a prospectus for
offers of the notes. Accordingly, any person making or intending to make any offer of the notes within the European Economic Area should only do so in circumstances in which no obligation arises for us, our affiliates or any of the underwriters to
produce or publish a prospectus for such offer. Neither
S-26
we nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of the notes through any financial intermediary, other than offers made by the underwriters
which constitute the final placement of the notes contemplated in this prospectus supplement.
Notice to Prospective Investors in the
United Kingdom
An offer of notes described in this prospectus supplement may only be made:
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through the communication of an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (the FSMA)) in connection with the issue or sale of notes in circumstances in which Section 21(1) of the FSMA does not apply to us or to Rio Tinto; and |
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in compliance with all applicable provisions of the FSMA with respect to anything done in relation to notes, from or otherwise involving the United
Kingdom. |
Australian Selling Restrictions
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the Corporations Act)) in relation to the notes has been or will be lodged with the Australian
Securities and Investments Commission (ASIC) or Australian Stock Exchange Limited and:
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an invitation or offer of the notes for issue, sale or purchase in Australia (including an offer or invitation which is received by a person in
Australia) may not be made; and |
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any draft or final form offering memorandum, advertisement or any other offering material relating to any notes may not be distributed or published in
Australia, unless: |
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the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in other currencies but disregarding moneys lent by the
offeror or its associates (as defined in the Corporations Act)) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act; |
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such action complies with all applicable laws and regulations; and |
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such action does not require any document to be lodged with, or registered by, ASIC. |
In addition, any note issued by the issuer may not be sold in circumstances where employees of an underwriter aware of, or involved in,
the sale know, or have reasonable grounds to suspect, that the note or an interest in or right in respect of the note, was being or would later be, acquired either directly or indirectly by an Offshore Associate of the Issuer acting other than in
the capacity of a dealer, manager or underwriter in relation to the placement of the notes or a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act.
Offshore Associate means an associate (as defined in section 128F of the Income Tax Assessment Act 1936 of Australia and any
successor legislation) of the issuer that is either a non-resident of Australia which does not acquire the notes in carrying on a business at or through a permanent establishment in Australia or,
alternatively, a resident of Australia that acquires the notes in carrying on business at or through a permanent establishment outside of Australia.
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LEGAL MATTERS
Certain legal matters relating to the notes and the guarantees will be passed upon by Linklaters LLP, our English and U.S. counsel and by
Allens, our Australian counsel. Certain legal matters relating to the notes and the guarantees will be passed upon for the underwriters by Davis Polk & Wardwell London LLP, U.S. counsel to the underwriters.
EXPERTS
The financial statements and managements assessment of the effectiveness of internal control over financial reporting (which is
included in Managements Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F for the year ended December 31, 2014, have been so incorporated in reliance
on the reports of PricewaterhouseCoopers LLP and PricewaterhouseCoopers, independent registered public accounting firms, given on the authority of said firms as experts in auditing and accounting. PricewaterhouseCoopers LLP is a member of the
Institute of Chartered Accountants in England and Wales. PricewaterhouseCoopers is a member of the Institute of Chartered Accountants in Australia.
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PROSPECTUS
RIO TINTO FINANCE (USA) LIMITED
RIO TINTO FINANCE (USA) PLC
DEBT SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY
RIO TINTO PLC
and
RIO TINTO LIMITED
We may offer and sell guaranteed debt securities from time to time. Each time we sell any of the guaranteed debt securities described in
this prospectus, we will provide one or more supplements to this prospectus that will contain specific information about those guaranteed debt securities and their offering. You should read this prospectus and any applicable prospectus supplement(s)
together with additional information described under the heading Where You Can Find More Information carefully before you invest.
We may sell these guaranteed debt securities to, or through, underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be stated in an accompanying
prospectus supplement. This prospectus may not be used to sell any guaranteed debt securities unless it is accompanied by a prospectus supplement.
The principal executive offices of Rio Tinto Finance (USA) Limited and the principal executive offices of Rio Tinto Limited are located at Level 33, 120 Collins Street, Melbourne, Victoria 3000,
Australia. Rio Tinto Finance (USA) Limiteds and Rio Tinto Limiteds telephone number is +61 3-9283-3333. The principal executive offices of Rio Tinto
Finance (USA) plc and Rio Tinto plc are located at 2 Eastbourne Terrace, London W2 6LG, United Kingdom and Rio Tinto Finance (USA) plcs and Rio Tinto plcs telephone number is +44 20-7781-2000.
You should carefully consider the risk factors
included, or incorporated by reference, in this prospectus and any applicable prospectus supplement(s) before you invest in any of our securities.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated June 12, 2014
TABLE OF CONTENTS
1
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-3 that has been filed with the Securities and Exchange Commission, which we
refer to as the SEC, using a shelf registration process. Under this shelf registration process, we may offer and sell the guaranteed debt securities described in this prospectus in one or more offerings. This prospectus
provides you with a general description of the guaranteed debt securities we may offer. Each time we use this prospectus to offer guaranteed debt securities, we will provide one or more prospectus supplements that will contain specific information
about the offering and the terms of those guaranteed debt securities and the extent to which such terms differ from the general terms described in Description of Guaranteed Debt Securities. The prospectus supplements may also add, update
or change the information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement(s), together with the additional information described under the heading Where You Can Find More
Information, prior to purchasing any of the guaranteed debt securities offered by this prospectus.
When acquiring any
guaranteed debt securities discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus that we authorize to be
delivered to you. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the guaranteed debt securities in any jurisdiction in which an offer or solicitation is not
authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is truthful or complete at any date other than the date mentioned on the
cover page of those documents.
In this prospectus, the terms we, our and us refer to Rio
Tinto Finance (USA) Limited with respect to securities to be issued by it and Rio Tinto Finance (USA) plc with respect to securities to be issued by it, or as the context may require. We refer to Rio Tinto plc and Rio Tinto Limited taken together as
Rio Tinto or the Companies. 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 and Rio Tinto
Finance (USA) plc offer debt securities using this prospectus. Both Rio Tinto plc and Rio Tinto Limited act as the guarantors for offerings by Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc using this prospectus.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
Rio Tinto Finance (USA) Limited is a corporation incorporated under the laws of the State of Victoria, Australia. Rio Tinto Finance (USA)
plc is a public limited company incorporated under the laws of England and Wales. Rio Tinto plc is a public limited company incorporated under the laws of England and Wales. Rio Tinto Limited is a corporation incorporated under the laws of the State
of Victoria, Australia. Substantially all of our and Rio Tintos directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom and Australia. A substantial portion of
our and Rio Tintos assets, and the assets of such persons, are located outside the United States. Therefore, you may not be able to effect service of process within the United States upon us, Rio Tinto or these persons so that you may enforce
judgments of U.S. courts against us, Rio Tinto or these persons based on the civil liability provisions of the U.S. federal or state securities laws. Our English and Australian legal advisers have advised us and Rio Tinto that there are doubts as to
the enforceability in England and Wales and Australia, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities based on the U.S. federal or state securities laws.
2
WHERE YOU CAN FIND MORE INFORMATION
Rio Tinto plc and Rio Tinto Limited are subject to the reporting requirements of the Securities Exchange Act of 1934 (the Exchange
Act) applicable to foreign private issuers and, in accordance with these requirements, file annual and special reports and other information with the SEC. You may read and copy any document that Rio Tinto plc and Rio Tinto Limited file at the
SECs Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain documents Rio Tinto plc and Rio Tinto Limited file with the SEC on the SEC website at www.sec.gov. The address of the SECs internet
site is provided solely for the information of prospective investors and is not intended to be an active link. Please visit this website or call the SEC at 1-800-732-0330 for further information about its public reference room.
American depositary shares representing ordinary shares of Rio Tinto plc are listed on the New York Stock Exchange, and the ordinary
shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plcs main market for listed securities. The ordinary shares of Rio Tinto Limited are listed on the Australian Securities Exchange.
You can consult reports and other information about Rio Tinto plc that it has filed pursuant to the rules of the New York Stock Exchange and the UK Listing Authority, and about Rio Tinto Limited that it has filed pursuant to the rules of the
Australian Securities Exchange, at those exchanges or authorities.
The SEC allows us and Rio Tinto to incorporate by
reference the information that we and Rio Tinto file with them, which means that:
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we can disclose important information to you by referring to those documents; and |
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information that we and Rio Tinto file with the SEC in the future and incorporate by reference herein will automatically update and supersede
information in this prospectus and information previously incorporated by reference herein. |
The information
that we incorporate by reference is an important part of this prospectus.
Each document incorporated by reference is current
only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in the affairs of the Rio Tinto Group since the date thereof or that the information contained
therein is current as of any time subsequent to its date. Any statement contained in such incorporated documents shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a subsequent statement contained in
another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We incorporate by reference the documents below filed with the SEC by Rio Tinto plc and Rio Tinto Limited pursuant to the
Exchange Act. We also incorporate by reference any future filings that Rio Tinto plc and Rio Tinto Limited make with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act until we sell all of the securities. Our reports on Form 6-K
furnished to the SEC after the date of this prospectus (or portions thereof) are incorporated by reference in this prospectus only to the extent that the forms expressly state that we incorporate them (or such portions) by reference in this
prospectus.
The documents incorporated by reference herein in the future and set forth below contain important information
about us and our financial condition:
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Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended December 31, 2013 filed with the SEC on March 14, 2014;
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(ii) |
the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on April 2, 2014 containing information regarding certain board changes as well as
details of global tax payments in 2013; |
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the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on April 14, 2014 containing the first quarter 2014 operations review of the Rio
Tinto Group; |
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the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on May 2, 2014 containing details of its gift of its stake in Northern Dynasty
Minerals to Alaskan charities and information regarding the complaint filed in United States District Court in relation to the mining concessions in Guinea; |
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the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on May 8, 2014 containing materials relating to the Rio Tinto Groups annual
general meeting; |
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the report on Form 6-K filed with the SEC by Rio Tinto plc and Rio Tinto Limited on June 2, 2014 containing information regarding operational performance in the
Pilbara, the investment framework at Simandou South, the appointment of a new chief executive of the Aluminum business and the appointment of a new board member; and |
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any future report on Form 20-F that either of Rio Tinto plc or Rio Tinto Limited files with the SEC under the Exchange Act until we sell the guaranteed debt securities
that may be offered through this prospectus. |
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:
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Rio Tinto plc 2 Eastbourne Terrace London W2 6LG
United Kingdom
011-44-20-7781-2000 |
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Rio Tinto Limited Level 33, 120 Collins Street Melbourne, Victoria 3000
Australia
011-61-3-9283-3333 |
4
FORWARD-LOOKING STATEMENTS
This prospectus 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,
target, set to or similar expressions, commonly identify such forward-looking statements.
Examples of
forward-looking statements contained in or incorporated by reference in this prospectus 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 Groups 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. 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.
5
RIO TINTO PLC AND RIO TINTO LIMITED
The Rio Tinto Group
Rio
Tinto is a leading international mining group combining Rio Tinto plc and its group undertakings and Rio Tinto Limited and its group undertakings in a dual listed companies structure that operates as a single economic entity. Nevertheless both
Companies remain as legal entities with separate share listings and registers.
Businesses include open pit and underground
mines, mills, refineries and smelters as well as a number of research and development facilities. The Group consists of wholly and partly owned subsidiaries, jointly controlled assets, jointly controlled entities and associated companies.
On December 31, 2013, Rio Tinto plc had a market capitalization of £48 billion (U.S.$80 billion) and Rio Tinto
Limited had a market capitalization of A$30 billion (U.S.$26 billion). The Groups combined market capitalization in publicly held shares on December 31, 2013, was U.S.$106 billion.
Rio Tintos operational structure is designed to facilitate a clear focus on the Groups objective. This structure is based on
the following primary product and business support groups:
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Aluminum: Rio Tinto Alcan is a global leader in the aluminum industry. Its fully-integrated facilities include high-quality bauxite
mines, large-scale alumina refineries, and some of the worlds lowest-cost, most technologically- advanced primary aluminum smelters. |
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Copper: With diverse assets and leading technology, the Copper group is uniquely positioned to supply growing global demand. Rio
Tintos Copper group is made up of four operating assets and two key development projects. It is among the worlds largest producers of copper, gold and molybdenum. |
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Diamonds & Minerals: The Diamonds & Minerals group comprises mining, refining and marketing operations across four
sectors. Rio Tinto Diamonds is one of the worlds leading diamond producers, active in mining, manufacturing, sales and marketing. Rio Tinto Minerals is a world leader in borates, with mines, processing plants, commercial and research
facilities. Dampier Salt is one of the worlds largest producers of seaborne salt. Rio Tinto Iron & Titanium is an industry leader in high grade titanium dioxide feedstocks. |
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Energy: Rio Tinto Energy is a leading seaborne supplier of thermal and coking coal to Asian customers and is a producer of uranium used
by electricity providers worldwide. The Rio Tinto Energy product group has operations, exploration and development projects in Australia, southern Africa and Canada. |
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Iron Ore: Rio Tinto Iron Ore is the second-largest producer supplying the global seaborne iron ore trade. After a decade of rapid
expansion in Australia, and more recent growth in Canada, it is well positioned to benefit from the continuing strong demand in China and other Asian markets. |
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Exploration: Rio Tinto considers exploration to be one of its leading capabilities. Fundamental to the exploration strategy is a focus on
Tier 1 resources: the largest, lowest-cost resources that are profitable at all parts of the commodity cycle. The Exploration group conducts both greenfield and brownfield exploration programs and also supports business development groups in
evaluating merger and acquisition opportunities. At the end of 2013, the Exploration groups activities covered ten commodities across a range of greenfield and brownfield environments. |
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Technology & Innovation: Rio Tintos Technology & Innovation group (T&I) collectively seeks to maximize
total shareholder returns by partnering with, supporting and constructively challenging product groups and functions in productivity improvement, technical assurance, project delivery, and innovation. T&I focuses on creating sustainable value
and competitive advantage by making improvements to the way Rio Tinto operates. |
6
The DLC Structure
Each of Rio Tinto plc and Rio Tinto Limited is the ultimate holding company of the companies within its respective group and its respective assets are substantially comprised of shares in such companies.
Neither Rio Tinto plc nor Rio Tinto Limited conducts any other business and both are accordingly dependent on the other members of the Rio Tinto Group and revenues received from them.
In December 1995 the shareholders of each of Rio Tinto plc and Rio Tinto Limited approved the terms of a dual listed companies structure
(the DLC structure) that is designed to place the shareholders of each of the companies in substantially the same position as if they held shares in a single entity owning all of the assets of both Companies. Following the approval of
the DLC structure, each of Rio Tinto plc and Rio Tinto Limited entered into a DLC Structure Sharing Agreement (the Sharing Agreement). The Sharing Agreement ensures that the boards of directors of each of Rio Tinto plc and Rio Tinto
Limited are identical and that their businesses are managed as a single entity. The Sharing Agreement provides for the ratio of dividend, voting and capital distribution rights attached to each Rio Tinto plc ordinary share and to each Rio Tinto
Limited share to be fixed in an equalization ratio which has remained unchanged at 1:1. In principle, the Sharing Agreement provides for the public shareholders of Rio Tinto plc and Rio Tinto Limited to vote as a joint electorate on all matters
which affect them in similar ways. However, the Sharing Agreement also provides for the protection of the public shareholders of each of the Companies by treating the shares of each as if they were separate classes of shares issued by a single
company.
Also in December 1995, each of Rio Tinto plc and Rio Tinto Limited entered into a Deed Poll Guarantee in favor of
the creditors of the other. Pursuant to the Deed Poll Guarantees, each of Rio Tinto plc and Rio Tinto Limited guaranteed the contractual obligations of the other (and the obligations of other persons which are guaranteed by the other Company),
subject to certain limited exceptions. As a consequence of the Deed Poll Guarantees, holders of notes issued by the Company may make demand upon either Rio Tinto plc or Rio Tinto Limited.
7
RIO TINTO FINANCE (USA) LIMITED AND RIO TINTO FINANCE (USA) PLC
Rio Tinto Finance (USA) Limited (ABN 84 062 129 551), a corporation incorporated with limited liability in Australia, on
October 19, 1993, under the Corporations Act 2001 is a wholly owned subsidiary of Rio Tinto Limited. Rio Tinto Finance (USA) plc, a public limited company incorporated under the laws of England and Wales, is an indirect wholly owned subsidiary
of Rio Tinto plc. Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc are finance companies through which the Rio Tinto Group conducts its treasury operations. Each of Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc has
access to surplus corporate funds and raises finance from banks and third parties in the short, medium and long-term markets for on-lending to Rio Tinto Group companies. Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc also undertake
foreign exchange and interest rate transactions as part of the Rio Tinto Groups long-term management of foreign currency and interest rate exposures. Rio Tinto Finance (USA) Limiteds registered and principal executive office is located
at 120 Collins Street, Melbourne, Victoria 3000, Australia. Rio Tinto Finance (USA) plcs registered and principal executive office is located at 2 Eastbourne Terrace, London W2 6LG, United Kingdom.
8
RATIO OF EARNINGS TO FIXED CHARGES
Set forth in the table below are the ratios of earnings to fixed charges of Rio Tinto based on information derived from our consolidated
financial statements, which are prepared in accordance with International Financial Reporting Standards (IFRS).
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Year Ended December 31, |
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2013 |
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2012(1)(2) |
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2011(1) |
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2010(3) |
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Ratio of earnings to fixed charges |
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5.10 |
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n/a |
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13.74 |
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22.93 |
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7.05 |
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Notes:
(1) |
The audited financial statements for the years ended December 31, 2011 and 2012 have been restated to reflect a number of new accounting standards, including:
(i) IFRS 11 Joint Arrangements which replaces IAS 31 Interest in Joint Ventures where certain of the Groups operations that were previously equity accounted are now accounted for as Joint Operations;
(ii) IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine, which specifies the accounting for post-production stripping cost; and (iii) IAS 19 (revised 2011) Employee benefits, which amends
the calculation of pension costs (see Note 46 to the 2013 Financial Statements in the Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended December 31, 2013 filed with the SEC on March 14, 2014).
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(2) |
The ratio of earnings to fixed charges is below 1.0 for the year ended December 31, 2012 and additional earnings of U.S.$2,021 million would have been necessary to
bring the ratio to 1.0. This was primarily the result of a loss from charges for the impairment of goodwill and of other assets. |
(3) |
The audited financial statements for the year ended December 31, 2010 were restated in accordance with IFRS 3 Business Combinations (Revised),
following reclassification of certain balances relating to the consolidation of Oyu Tolgoi LLC (see Note 39 to the 2011 Financial Statements in the 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). |
The ratio of earnings to fixed charges of
Rio Tinto is computed by dividing the amount of its pre-tax earnings by the amount of its fixed charges. For the purposes of calculating the ratio, earnings is defined as pre-tax income from continuing operations before adjustments for
non-controlling interests, less (i) non-controlling interests in pre-tax income of subsidiaries that have not incurred fixed charges; and (ii) share of profits after tax of equity accounted units, plus (i) fixed charges;
(ii) distributed income of equity investees; and (iii) amortization of capitalized interest. Fixed charges consist of interest costs, both expensed and capitalized, and a reasonable approximation of the interest component of rental expense
representative of the interest factor.
9
USE OF PROCEEDS
The net proceeds from the sale of the guaranteed debt securities offered will be added to the general funds of Rio Tinto, unless we state
otherwise in a prospectus supplement.
10
DESCRIPTION OF GUARANTEED DEBT SECURITIES
This prospectus relates to guaranteed debt securities issued by Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc. As
required by federal law of the United States for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an indenture. The indenture relating to debt securities issued by Rio Tinto Finance
(USA) Limited and Rio Tinto Finance (USA) plc is a contract among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon.
General
The Bank of New
York Mellon (BNYM) acts as the trustee under the indenture. The trustee has two principal functions:
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First, it can enforce the rights of holders of the debt securities against us or Rio Tinto if we or Rio Tinto default on debt securities issued under
the indenture. There are some limitations on the extent to which the trustee acts on behalf of holders of the debt securities, described under Default and Related Matters Events of Default Remedies If an
Event of Default Occurs below; and |
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Second, the trustee performs administrative duties for us, such as sending interest payments to holders, transferring debt securities to new buyers and
sending notices to holders. |
Both Rio Tinto plc and Rio Tinto Limited act as the guarantors of the debt
securities issued under the indenture. The guarantees are described under Guarantees below.
The
indenture and its associated documents contain the full legal text of the matters described in this section. The indenture, the debt securities and the guarantees are governed by New York law. A copy of the form of indenture is filed with the SEC as
an exhibit to the registration statement. See Where You Can Find More Information for information on how to obtain a copy.
We may issue as many distinct series of debt securities under the indenture as we wish. This section summarizes all material terms of the debt securities and the guarantees that are common to all series,
unless otherwise indicated in the prospectus supplement relating to a particular series.
Because this section is a summary,
it does not describe every aspect of the debt securities or the guarantees. This summary is subject to, and qualified in its entirety by reference to, all the provisions of the indenture, including some of the terms used in the indenture. We
describe the meaning for only the more important terms. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus
supplement, those sections or defined terms are incorporated by reference in this prospectus or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular terms of the series of debt
securities described in the prospectus supplement.
In addition, the specific financial, legal and other terms particular to a
series of debt securities are described in the prospectus supplement and the pricing agreement relating to the series. Those terms may vary from the terms described here. Accordingly, this summary also is subject to and qualified by reference to the
description of the terms of the series of debt securities described in the prospectus supplement.
The prospectus supplement
relating to a series of debt securities will describe the following terms of the series:
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the title of the series of debt securities; |
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any limit on the aggregate principal amount of the series of debt securities; |
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any stock exchange on which we will list the series of debt securities; |
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the date or dates on which we will pay the principal of the series of debt securities; |
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the rate or rates, which may be fixed or variable, per annum at which the series of debt securities will bear interest, if any, and the date or
dates from which that interest, if any, will accrue; |
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the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates;
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any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder; |
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the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional or mandatory
redemption provisions that are not described in this prospectus, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any; |
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the denominations in which the series of debt securities will be issuable; |
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the currency of payment of principal, premium, if any, and interest on the series of debt securities if other than the currency of the United States
and the manner of determining the equivalent amount in the currency of the United States; |
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any index used to determine the amount of payment of principal of, premium, if any, and interest on the series of debt securities;
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the applicability of the provisions described later under Restrictive Covenants Defeasance and Discharge;
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if the series of debt securities will be issuable in whole or part in the form of a global security as described under Legal
Ownership Global Securities, and the depositary or its nominee with respect to the series of debt securities, and any special circumstances under which the global security may be registered for transfer or exchange in the name of a
person other than the depositary or its nominee; and |
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any other special features of the series of debt securities. |
We may issue the debt securities as original issue discount securities, which are debt securities that are offered and sold at a material
discount to their stated principal amount (Section 101 of the Indenture). The prospectus supplement relating to original issue discount securities will describe U.S. federal income tax consequences and other special considerations
applicable to them. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency units, as described in more detail in the prospectus supplement relating to any such debt securities.
Unless otherwise specified in the applicable prospectus supplement, the following terms will apply to a series of debt
securities:
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Business days. A business day will be any day that is a New York business day, a London business day and/or a euro business day, as specified in
the applicable prospectus supplement. London business day means any day on which dealings in U.S. dollars are transacted in the London interbank market. New York business day means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close. Euro business day means each Monday, Tuesday, Wednesday, Thursday and
Friday on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business. |
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Business day convention. With respect to fixed rate debt securities, if any interest payment date (other than the maturity date) would otherwise
be a day that is not a business day, the relevant interest |
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payment date will be postponed to the next day that is a business day. With respect to floating rate debt securities, if any interest reset date or interest payment date (other than the maturity
date) would otherwise be a day that is not a business day, the relevant date will be postponed to the next day that is a business day. However, if that date would fall in the next succeeding calendar month, such date will be the immediately
preceding business day. |
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Calculation agent. All calculations relating to a series of floating rate debt securities will be made by the calculation agent, an institution
that we appoint as our agent for this purpose. The calculation agent will determine on each interest determination date the interest rate that takes effect on the applicable interest reset date. In addition, the calculation agent will calculate the
amount of interest that has accrued during each interest period. Upon request, the calculation agent will provide notice of the interest rate then in effect and, if determined, the interest rate that will become effective on the next interest reset
date. The calculation agents determination of any interest rate, and its calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest error. All percentages resulting from any calculation
relating to a note will be rounded upward or downward, as appropriate, to the next higher or lower one hundred- thousandth of a percentage point. All amounts used in or resulting from any calculation will be rounded upward or downward, as
appropriate, to the nearest cent. The calculation agent for a particular series will be named in the applicable prospectus supplement. |
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Day count fraction. We will compute interest on fixed rate debt securities on the basis of a 360-day year of twelve 30-day months. In the case
of floating rate debt securities, the calculation agent will calculate the amount of interest that has accrued during each interest period i.e., the period from and including the original issue date, or the last date to which interest
has been paid or made available for payment, to, but excluding, the payment date. For each such interest period, the calculation agent will calculate the amount of accrued interest by multiplying the face amount of the floating rate debt security by
the applicable interest rate and an accrued interest factor for the interest period. This factor will be determined in accordance with the day count convention specified in the applicable prospectus supplement. If Actual/360 (ISDA),
Act/360 (ISDA) or A/360 (ISDA) is specified, the factor will be equal to the number of days in the interest period divided by 360. |
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Regular record dates for interest. With respect to each interest payment date, the regular record date for interest on global securities in
registered form will be the close of business on the Clearing System Business Day immediately prior to the date for payment, where the term Clearing System Business Day means Monday to Friday inclusive except December 25 and
January 1. The regular record date for interest on debt securities that are represented by physical certificates will be the date that is 15 calendar days prior to such date, whether or not such date is a business day.
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Interest rates
In addition to debt securities that bear interest at fixed rates, we may, from time to time, issue floating rate debt securities that bear interest at rates based on one or more of the following base
rates:
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any other interest rates (which may include a combination of more than one of the interest rate bases described above) as may be described in
the applicable prospectus supplement. |
LIBOR. A LIBOR note is a floating rate debt security that will
bear interest at a base rate equal to LIBOR, which will be the London interbank offered rate for deposits in U.S. dollars or any other index currency, as specified in the applicable prospectus supplement. In addition, the applicable LIBOR base rate
will be adjusted by the spread or spread multiplier, if any, specified in the applicable prospectus supplement.
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LIBOR will be determined in the following manner:
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LIBOR will be the arithmetic mean of the offered rates appearing on the Reuters LIBOR page, unless that page by its terms cites only one rate,
in which case that rate; in either case, as of 11:00 A.M., London time, on the relevant interest determination date, for deposits of the relevant index currency having the relevant index maturity beginning on the relevant interest reset date.
The applicable prospectus supplement will indicate the index currency, the index maturity and the reference page that apply to the debt security and how interest determination dates and interest reset dates will be determined.
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If fewer than two of the rates described above appears on the Reuters LIBOR page or no rate appears on any page on which only one rate normally
appears, then LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant interest determination date, at which deposits of the following kind are offered to prime banks in the London interbank
market by four major banks in that market selected by the calculation agent: deposits of the index currency having the relevant index maturity, beginning on the relevant interest reset date and in a representative amount. The calculation agent will
request the principal London office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant interest determination date will be the arithmetic mean of the quotations.
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If fewer than two quotations are provided as described in the preceding paragraph, LIBOR for the relevant interest determination date will be
the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., London time, in the principal financial center for the country of the index currency, on that interest determination
date, by three major banks in that financial center selected by the calculation agent: loans of the index currency having the relevant index maturity, beginning on the relevant interest reset date and in a representative amount.
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If fewer than three banks selected by the calculation agent provide quotations as described above, LIBOR for the new interest period will be
LIBOR in effect for the prior interest period. If the initial base rate has been in effect for the prior interest period, however, it will remain in effect. |
The reference banks and dealers employed by the calculation agent in determining the base rate may include the calculation agent itself and its affiliates.
Guarantees
Both Rio
Tinto plc and Rio Tinto Limited will fully and unconditionally guarantee the payment of the principal of, premium, if any, and interest on the debt securities, including any additional amounts which may be payable in respect of the debt securities,
as described under Special Situations Payment of Additional Amounts. Rio Tinto plc and Rio Tinto Limited guarantee the payment of such amounts when such amounts become due and payable, whether at the stated
maturity of the debt securities, by declaration or acceleration, call for redemption or otherwise. Each of Rio Tinto plc and Rio Tinto Limited is individually obligated to pay such amounts.
Legal Ownership
Street Name and Other Indirect Holders
Investors who hold debt securities in accounts at banks or brokers will generally not be recognized by us as legal holders of debt
securities. This is called holding in street name. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its debt securities. These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. Holders of debt securities who hold in street name
should check with their institutions to find out:
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how it handles payments in respect of the debt securities and notices; |
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whether it imposes fees or charges; |
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how it would handle voting if it were ever required; |
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whether and how holders can instruct it to send their debt securities, registered in their own names so they can be direct holders as described below;
and |
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how it would pursue rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their
interests. |
Direct Holders
Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons who are registered as holders of debt securities. As noted
above, we do not have obligations to holders who hold in street name or other indirect means, either because such holders choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as
described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to the street name customer but does not do so.
Global Securities
What is a Global Security? A global security is a special type of indirectly held security, as described above under Street Name and Other Indirect Holders. If we choose to
issue debt securities in the form of global securities, the ultimate beneficial owners can only be indirect holders.
We
require that the global security be registered in the name of a financial institution we select. In addition, we require that the debt securities included in the global security not be transferred to the name of any other direct holder unless the
special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a security must do so indirectly by virtue of an account with a
broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement indicates whether a particular series of debt securities will be issued only in the form of global securities.
Special Investor Considerations for Global Securities. As an indirect holder, an investors rights relating to a global
security will be governed by the account rules of the investors financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of debt securities and
instead deal only with the depositary that holds the global security.
Investors in debt securities that are issued only in
the form of global debt securities should be aware that:
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They cannot get debt securities registered in their own names. |
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They cannot receive physical certificates for their interests in the debt securities. |
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They will be street name holders and must look to their own banks or brokers for payments on the debt securities and protection of their legal rights
relating to the debt securities, as explained earlier under Legal Ownership Street Name and Other Indirect Holders. |
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They may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their
debt securities in the form of physical certificates. |
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The depositarys policies will govern payments, transfers, exchange and other matters relating to holders interests in the global security.
We and the trustee have no responsibility for any aspect of the depositarys actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.
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The depositary will require that interests in a global security be purchased or sold within its system using same-day funds.
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Special Situations When Global Security Will Be Terminated. In a few special
situations described later, the global security will terminate and interests in it will be exchanged for physical certificates representing debt securities. After that exchange, the choice of whether to hold debt securities directly or in street
name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in debt securities transferred to their own name so that they will be direct holders. The rights of street name investors and
direct holders in the debt securities have been previously described in the subsections entitled Legal Ownership Street Name and Other Indirect Holders and Direct Holders.
The special situations for termination of a global security are:
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When the depositary notifies us or Rio Tinto that it is unwilling, unable or no longer qualified to continue as depositary.
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When an event of default on the debt securities has occurred and has not been cured. Defaults are discussed below under Default and
Related Matters Events of Default. |
The prospectus supplement may also list additional
situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. When a global security terminates, the depositary (and not we or the trustee) is responsible for
deciding the names of the institutions that will be the initial direct holders. (Sections 305 and 206)
Overview of
Remainder of this Description
The remainder of this description summarizes:
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Additional mechanics relevant to the debt securities under normal circumstances, such as how to transfer ownership and where we make
payments. |
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Holders rights under several special situations, such as if we merge with another company, if we want to change a term of the debt
securities or if we want to redeem the debt securities for tax reasons. |
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Holders rights to receive payment of additional amounts due to changes in the withholding requirements of various jurisdictions.
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Covenants contained in the indenture that restrict our and Rio Tintos ability to incur liens. A particular series of debt
securities may have additional covenants. |
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Holders rights if we or Rio Tinto default in respect of our or Rio Tintos obligations under the debt securities or experience
other financial difficulties. |
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Our relationship with the trustee. |
Additional Mechanics
Exchange and Transfer
The debt securities will be issued:
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only in fully registered form; |
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without interest coupons; and |
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unless indicated in the applicable prospectus supplement, in denominations that are even multiples of U.S.$1,000. |
Holders may have their debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities
of larger denominations, as long as the total principal amount is not changed. (Section 305) This is called an exchange.
Holders may exchange or transfer their debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring the securities.
We may change this
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appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also
register transfers of the debt securities. (Section 305)
Holders will not be required to pay a service charge to
transfer or exchange debt securities, but may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange of a registered debt security will only be made if the security registrar is
satisfied with a holders proof of ownership.
If we have designated additional transfer agents, they are named in the
prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. (Section 1002)
If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the
transfer or exchange of debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we mail the notice of redemption and ends on the day of that
mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any security being partially redeemed.
(Section 305)
Payment and Paying Agents
We will pay interest to holders who are direct holders listed in the trustees records at the close of business on a particular day in advance of each due date for interest, even if such holders no
longer own the security on the interest due date. That particular day, usually the Clearing System Business Day immediately prior to the interest due date, is called the regular record date and is stated in the prospectus supplement.
(Section 307)
We will pay interest, principal and any other money due on your debt securities at the corporate
trust office of the trustee in New York City. That office is currently located at 101 Barclay Street, New York, NY 10286. Holders must make arrangements to have payments picked up at or wired from that office. We may also choose to pay interest by
mailing checks.
Interest on global securities will be paid to the holder thereof by wire transfer of same-day funds.
Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the
interest for an interest period to, in the case of registered debt securities, the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly
between buyer and seller. This prorated interest amount is called accrued interest.
Street name and other indirect holders should consult their banks or brokers for information on how
they will receive payments.
We or Rio Tinto may also arrange for additional payment offices, and may cancel or
change these offices, including our or Rio Tintos use of the trustees corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify holders of changes in the paying
agents for any particular series of debt securities. (Section 1002)
Notices
We and the trustee will send notices only to direct holders, using their addresses as listed in the trustees records.
(Sections 101 and 106)
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Regardless of who acts as paying agent, all money that we pay to a paying agent that remains
unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, holders may look only to us for payment and not to the trustee, any other paying agent or anyone else.
(Section 1003)
Special Situations
Mergers and Similar Events
We, Rio Tinto plc and Rio Tinto Limited
are generally permitted to consolidate or merge with another entity. We, Rio Tinto plc and Rio Tinto Limited are also permitted to sell or lease substantially all of our assets to another entity or to buy or lease substantially all of the assets of
another entity. However, Rio Tinto Finance (USA) Limited may only take these actions if the successor entity is incorporated or organized under the laws of Australia, any state thereof, or the United States, any state thereof, or the District of
Columbia and Rio Tinto Finance (USA) plc may only take these actions if the successor entity is incorporated or organized under the laws of the United Kingdom, or any political subdivision thereof, or the United States, any state thereof, or the
District of Columbia. In addition, neither we, Rio Tinto plc nor Rio Tinto Limited may take any of these actions unless all the following conditions are met:
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Where Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases
substantially all its assets, the successor entity must be duly organized and validly existing under the laws of the applicable jurisdiction. |
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If such successor entity is organized under the laws of a jurisdiction other than Australia, the United Kingdom, or the United States, any state
thereof, or the District of Columbia, it must indemnify holders against any governmental charge or other cost resulting from the transaction. |
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Neither we, Rio Tinto plc nor Rio Tinto Limited may be in default on the debt securities or guarantees immediately prior to such action and such action
must not cause a default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under Default and Related Matters Events of
Default What is An Event of Default? A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were
disregarded. |
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If we, Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases substantially all of our or their assets, the successor entity
must execute a supplement to the indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the indenture applicable to Rio Tinto Finance (USA) Limited, Rio Tinto Finance
(USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be. |
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We, Rio Tinto plc or Rio Tinto Limited, as the case may be, must deliver a certificate and an opinion of counsel to the trustee, each stating that the
consolidation, merger, conveyance, transfer or lease, and, if applicable, the supplemental indenture pursuant to which the successor entity assumes our obligations or the obligations of Rio Tinto plc or Rio Tinto Limited, are in compliance with the
indenture. |
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Neither our nor Rio Tintos assets or properties may become subject to any impermissible lien unless the debt securities issued under the
indenture are secured equally and ratably with the indebtedness secured by the impermissible lien. Impermissible liens are described in further detail below under Restrictive Covenants Restrictions on Liens.
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Under the indenture, Rio Tinto or any Rio Tinto subsidiary may assume our obligations under the debt
securities. This would likely be a taxable event to U.S. holders. U.S. holders would likely be treated as having exchanged their debt securities for other debt securities issued by Rio Tinto or such subsidiary and therefore may have to recognize
gain or loss for U.S. federal income tax purposes upon such assumption.
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Modification and Waiver
There are three types of changes we can make to the indenture and the debt securities.
Changes Requiring the Approval of all Holders. First, there are changes that cannot be made to the debt securities without the
specific approval of each holder of the debt securities of the applicable series. Following is a list of those types of changes:
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changes to the stated maturity of the principal or the interest payment dates on a debt security; |
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any reduction in amounts due on a debt security; |
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changes to any of our or Rio Tintos obligations to pay additional amounts described later under Special Situations
Payment of Additional Amounts; |
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any reduction in the amount of principal payable upon acceleration of the maturity of a debt security following a default;
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changes in the place or currency of payment on a debt security; |
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any impairment of holders right to sue for payment; |
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any reduction in the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; |
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any reduction in the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indenture or
to waive various defaults; and |
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any modification, in any manner adverse to the holders of the debt securities, to the obligations of Rio Tinto plc or Rio Tinto Limited in respect of
the payment of principal, premium, if any, and interest, if any. (Section 902) |
Changes
Requiring a Majority Vote. The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by holders of debt securities owning a majority of the principal amount of the particular series affected.
Most changes fall into this category, except for clarifying changes, amendments, supplements and other changes that would not adversely affect holders of the debt securities in any material respect. The same vote would be required for us to obtain a
waiver of all or part of the covenants described below or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the indenture or the debt securities listed in the first category described
previously under Changes Requiring the Approval of all Holders unless we obtain the individual consent of each holder to the waiver. (Section 513)
Changes Not Requiring Approval. The third type of change does not require any vote by holders of debt securities. This type is
limited to clarifications and other changes that would not adversely affect holders of the debt securities in any material respect. (Section 901)
Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a security:
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For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt
securities were accelerated to that date because of a default. |
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For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that security
described in the prospectus supplement. |
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For debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent.
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Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their
payment or redemption. Debt securities will also not be |
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eligible to vote if they have been fully defeased as described later under Restrictive Covenants Defeasance and Discharge. (Section 101)
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We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are
entitled to vote or take other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of
a particular series, that vote or action may be taken only by persons who are holders of outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or another period that we may
specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 104) |
Street name and other indirect holders should consult their banks or brokers for information on how
approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.
Optional
Tax Redemption
The debt securities of any series may be redeemed in whole but not in part, in the three situations
described below. The redemption price for the debt securities will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. Holders must receive
between 30 and 60 days notice before their debt securities are redeemed.
The first situation is where, as a result
of a change in or amendment to any laws, regulations or rulings or the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or any amendment
to, any treaty or treaties affecting taxation, any of we, Rio Tinto plc or Rio Tinto Limited determines that it would be required to pay additional amounts as described later under Payment of Additional Amounts.
The second situation is where, as a result of a change in or amendment to any laws, rulings or regulations or the official application or
interpretation of such laws, rulings or regulations, or any change in the official application or interpretation of, or any execution of or any amendment to, any treaty or treaties affecting taxation, Rio Tinto plc or Rio Tinto Limited or any
subsidiary of either of them determines that it would have to deduct or withhold tax on any payment to us to enable it to make a payment of principal or interest on a debt security.
In the first and second situations, the option to redeem the debt securities applies only in the case of changes or amendments that occur
on or after the date specified in the prospectus supplement for the applicable series of debt securities and in the jurisdiction where Rio Tinto plc and Rio Tinto Limited are incorporated. If we, Rio Tinto plc or Rio Tinto Limited, as the case may
be, have been succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is organized, and the applicable date will be the date the entity became a successor.
In addition, in the case of the first and second situations, we, Rio Tinto plc or Rio Tinto Limited will not have the option to redeem if
we could have avoided the payment of additional amounts or the deduction or withholding by using reasonable measures available to us.
The third situation is where, following a merger or consolidation of Rio Tinto plc or Rio Tinto Limited or a transfer or lease of all of Rio Tinto plcs or Rio Tinto Limiteds assets, the person
formed by such merger, consolidation, transfer or lease is organized under the laws of a jurisdiction other than the United States, the United Kingdom or Australia, or any political subdivisions thereof, and is required to pay additional amounts as
described under Payment of Additional Amounts.
We, Rio Tinto plc or Rio Tinto Limited shall deliver
to the trustee an Officers Certificate to the effect that the circumstances required for redemption exist. (Sections 1104 and 1108).
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Payment of Additional Amounts
If the debt securities of any series provide for the payment of additional amounts, all payments of principal, premium (if any) and
interest in respect of the debt securities or the guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges or whatever nature imposed, levied or collected by or
within a Relevant Taxing Jurisdiction unless that withholding or deduction is required by law. A Relevant Taxing Jurisdiction is any jurisdiction under the laws of which we, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor
entity, are or is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax).
The indenture provides that if withholding or deduction is required by law, then we, Rio Tinto plc or Rio Tinto Limited, as the case may
be, will pay to the holder of any debt security additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest, if any, on that debt security to such holder who, with respect to any such
withholding or deduction is not resident in the Relevant Taxing Jurisdiction, after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied
or collected by or on behalf of a Relevant Taxing Jurisdiction, will not be less than the amount that would have been payable on that debt security in the absence of such deduction or withholding. However, we, Rio Tinto plc or Rio Tinto Limited, as
the case may be, will not be required to make any payment of additional amounts in respect of taxes imposed as a result of any of the following circumstances:
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If the holder is a U.S. person and the U.S. government or any political subdivision of the U.S. government is the entity that is imposing the tax or
governmental charge. For this purpose, a U.S. person is any person who, for U.S. federal income tax purposes, is a citizen or resident, a domestic corporation, an estate whose income is subject to taxation regardless of its source, or a trust if a
U.S. court can exercise supervision over the trusts administration and one or more U.S. persons are authorized to control all substantial decisions of the trust. |
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The payment of additional amounts is for a tax or charge imposed only because the holder, or a fiduciary, settlor, beneficiary or member or shareholder
of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the Relevant Taxing Jurisdiction. These connections include where the holder or related party:
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is or has been a citizen or resident of the jurisdiction; |
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is or has been engaged in trade or business in the jurisdiction; or |
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has or had a permanent establishment in the jurisdiction. |
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The payment of additional amounts is for a tax or charge imposed due to the presentation of a debt security, if presentation is required, for payment
on a date more than 30 days after the security became due or after the payment was provided for. |
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The payment of additional amounts is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental
charge. |
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The payment of additional amounts is for a tax or governmental charge that is payable in a manner that does not involve withholdings.
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The payment of additional amounts is for a tax imposed or withheld because the holder or beneficial owner failed to comply with any of our or Rio
Tintos requests for the following that the statutes, treaties, regulations or administrative practices of the Relevant Taxing Jurisdiction require as a precondition to exemption from all or part of such withholding:
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to provide information about the nationality, residence or identity of the holder or beneficial owner; or |
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to make a declaration or satisfy any information requirements. |
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In the case of a payment made by Rio Tinto plc under its guarantees or a payment made by Rio Tinto Finance (USA) plc, the payment of additional amounts
results from the security being presented for payment, where presentation is required, in the United Kingdom unless presentation could not have been made elsewhere. |
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The payment of additional amounts is for any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to
any law implementing European Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or
introduced in order to conform to, such Directive. |
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The payment of additional amounts is for any withholding or deduction required to be made with respect to a debt security presented for payment, where
presentation is required, by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a member state of the European Union.
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The holder of a debt security is our associate (as that term is defined in the Australian tax legislation (the Australian Tax Act)) and, as
a result, the Australian Tax Act requires withholding tax to be paid on the interest or amounts in the nature of interest payable on the debt security. |
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A determination is made under the Australian Tax Act that withholding tax is payable because the holder has participated in a scheme to avoid
withholding tax provided that neither we nor Rio Tinto participated in the scheme. |
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The holder is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, any
security, and the laws of the Relevant Taxing Jurisdiction require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would
not have been entitled to such additional amounts had it been the holder of such security. |
These provisions
will also apply to any taxes or governmental charges imposed by any jurisdiction in which a successor to us or Rio Tinto is incorporated. The prospectus supplement relating to the debt securities will describe whether additional amounts are payable
with respect to that series of securities and if so, may describe additional circumstances in which we would not be required to pay additional amounts.
Additional amounts may also be payable in the event of certain consolidations, mergers, sales of assets or assumptions of obligations. For more information see Optional Tax
Redemption and Taxation. References to principal, premium and interest in this prospectus shall be deemed to include additional amounts payable with respect thereto.
Restrictive Covenants
Restrictions on Liens
Some of our or Rio Tintos property may be subject to a mortgage or other legal mechanism that gives our and Rio Tintos lenders preferential rights in that property over other lenders,
including the holders of the debt securities, or over our and Rio Tintos general creditors if we fail to pay them back. These preferential rights are called liens. We promise that we will not become obligated on any new debt for borrowed money
that is secured by a lien on any of our or Rio Tintos properties, unless we or Rio Tinto grant an equivalent or higher-ranking lien on the same property to the holders of the debt securities.
Neither we nor Rio Tinto need to comply with this restriction if the amount of all debt that would be secured by liens on our or Rio
Tintos properties, excluding the debt secured by the liens that are listed below, is less than 10% of Rio Tintos consolidated net worth plus minorities. Consolidated net worth plus minorities is defined in the indenture as a measure of
the net worth of Rio Tinto that includes amounts attributable to the outside interests
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in the accounting subsidiaries of Rio Tinto. (Sections 101 and 1007) At the date of this prospectus, a substantial portion of the consolidated assets of Rio Tinto is held by their
subsidiaries and thus would not be subject to this restriction on liens.
This restriction on liens applies only to liens for
borrowed money. In addition, this restriction on liens also does not apply to debt secured by a number of different types of liens. These types of liens include the following:
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any lien existing on or before the date of the issuance of the applicable series of debt securities; |
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any lien arising by operation of law and not as a result of any act or omission on our or Rio Tintos part; |
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liens arising from any judgment against us or Rio Tinto that does not give rise to an event of default; |
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any lien created on property (or the title documents for that property) acquired after the date of the issuance of the applicable series of debt
securities for the sole purpose of financing or refinancing or securing the cost of that property so long as the principal moneys secured by the property do not exceed the cost of that acquisition; |
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any lien over property (or the title documents for that property) that was in existence at the time we or Rio Tinto acquired the property;
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any lien over assets and/or, where such assets comprise substantially the whole of the assets of their owner, shares or stock in the owner of those
assets that secures project finance borrowing to finance the costs of developing, or acquiring and developing, those assets; |
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any lien over property, including improvements, which was developed, constructed or improved by us or Rio Tinto, acquired after the date of the
issuance of the applicable series of debt securities, |
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to secure the payment of all or any part of the cost of development or construction of or improvement on the property, or |
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to secure indebtedness incurred by us or Rio Tinto for the purpose of financing all or any part of the cost of development or construction or of
improvements on the property, |
so long as the secured indebtedness does not exceed the higher of the cost or
the fair market value of that development, construction or improvement;
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any lien arising solely by operation of law over any credit balance or cash held in an account with a financial institution;
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any lien arising in transactions entered into or established for our or Rio Tintos benefit in connection with any of the following:
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the operation of cash management programs; |
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other payment netting arrangements; |
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derivatives transactions (including swaps, caps, collars, options, futures transactions, forward rate agreements and foreign exchange transactions and
any other similar transaction (including any option with respect to any of the foregoing) and any combination of any of the foregoing); |
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other normal banking transactions; or |
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in the ordinary course of letter of credit transactions; |
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any lien securing our or Rio Tintos indebtedness for borrowed money incurred in connection with the financing of our or Rio Tintos accounts
receivable; |
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any lien arising in the ordinary course of dealings in base and precious metals, other minerals, petroleum or any other materials;
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any lien incurred or deposits made in the ordinary course of business, including, but not limited to; |
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any mechanics, materialmens, carriers, workmens, vendors or similar lien; |
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any lien securing amounts in connection with workers compensation unemployment insurance and other types of social security; and
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any easements, right-of-way, restrictions and other similar charges; |
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any lien securing all or part of our or Rio Tintos interest in any mine or mineral deposit and/or facilities and/or any agreement or instrument
relating to a mine or mineral deposit that is in favor of any operator or participant in that mine, mineral deposit or facility if |
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the lien serves as security for any sum which may become due to |
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an operator in its capacity as operator; or |
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to a participant by virtue of any agreement or instrument relating to such mine or mineral deposit and/or facilities; and |
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the lien is limited to the relevant mine or mineral deposit and/or facilities; |
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any lien upon specific items of our or Rio Tintos inventory or other goods, and proceeds inventory or other goods, securing our or Rio
Tintos obligations relating to bankers acceptances, issued or created for our or Rio Tintos account to facilitate the purchase, shipment or storage of the inventory or other goods; |
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any lien incurred or deposits made securing our or Rio Tintos performance of tenders, bids, leases, statutory obligations, surety and appeal
bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of our or Rio Tintos business; |
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any lien on any of our or Rio Tintos property in favor of the Federal Government of the United States or the government of any state thereof, or
the government of Australia or the government of any state or territory thereof, the United Kingdom, or the government of any member nation of the European Union, or any instrumentality of any of them, securing our or Rio Tintos obligations
under any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes; |
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any liens securing taxes or assessments or other applicable governmental charges or levies; |
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any liens securing industrial revenue, development or similar bonds issued by us or Rio Tinto, or for our or Rio Tintos benefit, provided that
the industrial revenue, development or similar bonds are non-recourse to us or Rio Tinto; |
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the sale or other transfer of |
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any minerals in place, or for the future production of minerals, for a specified period of time or in any amount such that, the purchaser will realize
from such sale or transfer a specified amount of money or minerals; or |
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any other interest in property that is commonly referred to as a production payment; |
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any liens in favor of any company in the Rio Tinto Group; |
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any liens securing indebtedness for which we or Rio Tinto have paid money or deposited securities in an arrangement to discharge in full any liability
relating to that indebtedness; and |
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any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any lien referred to above, so
long as |
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the amount does not exceed the principal amount of the borrowed money secured by the lien which is to be extended, renewed or replaced; and
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the extension, renewal or replacement lien is limited to all or a part of the same property, including improvements, that secured the lien to be
extended, renewed or replaced. (Section 1007) |
Under the indenture, the following are not
considered liens securing indebtedness and so are not prevented by the restrictions:
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any acquisition of any property or assets by us or Rio Tinto that is subject to any reservation that creates or reserves for the seller an interest in
any metals or minerals in place or the proceeds from their sale; |
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any conveyance or assignment in which we or Rio Tinto convey or assign an interest in any metals or minerals in place or the proceeds from their sale;
or |
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any lien upon any of our or Rio Tintos wholly or partially owned or leased property or assets, to secure the payment of our or Rio Tintos
proportionate part of the development or operating expenses in realizing the metal or mineral resources of such property. |
Restrictions on Sales and Leasebacks
Neither we, Rio Tinto plc nor Rio Tinto Limited will enter into any sale and leaseback transaction involving a property, other than as allowed by this covenant. A sale and leaseback transaction is an
arrangement between us or Rio Tinto and a bank, insurance company or other lender or investor where we lease a property that we previously owned for more than 270 days and sold to a lender or investor or to any person to whom the lender or investor
has advanced funds on the security of the principal property.
The restriction on sales and leasebacks does not apply to any
sale and leaseback transaction between any companies of the Rio Tinto Group. It also does not apply to any lease with a term, including renewals, of three years or less. Further, the indenture does not restrict the ability of any subsidiary (other
than Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc) to enter into sale and leaseback transactions. At the date of this prospectus, a substantial portion of our and Rio Tintos consolidated assets is held directly by
subsidiaries and so would not be subject to the covenant restricting sale and leaseback transactions.
The covenant allows us
or Rio Tinto to enter into sale and leaseback transactions in two additional situations. First, we or Rio Tinto may enter sale and leaseback transactions if we could grant a lien on the property in an amount equal to the indebtedness attributable to
the sale and leaseback transaction without being required to grant an equivalent or higher-ranking lien to the holders of the debt securities under the restriction on liens described above.
Second, we or Rio Tinto may enter sales and leaseback transactions if, within one year of the transaction, we or Rio Tinto, as the case
may be, invest an amount equal to at least the net proceeds of the sale of the principal property that we or Rio Tinto, as the case may be, lease in the transaction or the fair value of that property, whichever is greater. This amount must be
invested in any of our or Rio Tintos property or used to retire indebtedness for money that we borrowed, incurred or assumed that either has a maturity of 12 months or more from the date of incurrence of the indebtedness or which may be
extended beyond 12 months from that date at our and Rio Tintos option. (Section 1008)
Defeasance and Covenant Defeasance
The following discussion of defeasance and discharge will be applicable to a series of debt securities only if the
prospectus supplement applicable to the series so states. (Article 13).
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Defeasance and Discharge
We, Rio Tinto plc and Rio Tinto Limited can legally release ourselves from any payment or other obligations on the debt securities, except
for various obligations described below, if we, Rio Tinto plc or Rio Tinto Limited, in addition to other actions, put in place the following arrangements for you to be repaid:
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We, Rio Tinto plc or Rio Tinto Limited must deposit in trust for the benefit of all other direct holders of the debt securities a combination of money
and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. |
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We, Rio Tinto plc or Rio Tinto Limited must deliver to the trustee a legal opinion of counsel of recognized standing with respect to such matters
confirming that either (A) there has been a change in U.S. federal income tax law or (B) we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling in each case to the effect that we may make the
above deposit without causing holders to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. |
However, even if we, Rio Tinto plc or Rio Tinto Limited take these actions, a number of our obligations relating to the debt securities
will remain. These include the following obligations:
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to register the transfer and exchange of debt securities; |
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to replace mutilated, destroyed, lost or stolen debt securities; |
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to maintain paying agencies; and |
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to hold money for payment in trust. |
Covenant Defeasance
We, Rio Tinto plc or Rio Tinto Limited can be
legally released from compliance with certain covenants, including those described under Restrictive Covenants and any that may be described in the applicable prospectus supplement and including the related Events of Default
if we, Rio Tinto plc or Rio Tinto Limited, as the case may be, take all the steps described above under Defeasance and Discharge except that the opinion of counsel does not have to refer to a change in U.S. federal income tax
laws or a ruling from the U.S. Internal Revenue Service.
Further Issues
We may from time to time, without your consent, create and issue further notes having the same terms and conditions as the notes so that
the further issue is consolidated and forms a single series with such 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.
Default and Related Matters
Ranking
The debt
securities are not secured by any of our property or assets nor Rio Tintos property or assets. Accordingly, holders of debt securities are unsecured creditors of Rio Tinto. The debt securities are not subordinated to any of our or Rio
Tintos other debt obligations and therefore they rank equally with all our and Rio Tintos other unsecured and unsubordinated indebtedness.
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Events of Default
Holders will have special rights if an event of default occurs and is not cured, as described later in this subsection.
What Is An Event of Default? The term event of default means any of the following:
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Neither we, Rio Tinto plc nor Rio Tinto Limited pay the principal or any premium on a debt security and, in the case of technical or administrative
difficulties, only if such failure to pay persists for more than three business days. As used here, a business day is a week day on which financial institutions in New York and the applicable place of payment are open for business.
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Neither we, Rio Tinto plc nor Rio Tinto Limited pay interest or any additional amounts on a debt security within 30 days of its due date.
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Neither we, Rio Tinto plc nor Rio Tinto Limited make a deposit of any applicable sinking fund payment within 30 days of its due date, or any
applicable longer period of grace. |
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We, Rio Tinto plc or Rio Tinto Limited remain in breach of a covenant or any other term of the indenture or series of debt securities for 90 days after
we, Rio Tinto plc or Rio Tinto Limited, as the case may be, receive a notice of default stating we, Rio Tinto plc or Rio Tinto Limited are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt
securities of the affected series. |
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We, Rio Tinto plc or Rio Tinto Limited file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur, unless, in the
case of Rio Tinto plc or Rio Tinto Limited, the reorganization is a voluntary winding up carried out in accordance with English or Australian statutory requirements as applicable and which results in a legal entity that is liable under the
guarantees, and which owns the assets of Rio Tinto plc or Rio Tinto Limited, respectively. |
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Our or Rio Tintos other borrowings in principal amount of at least U.S.$50,000,000 are accelerated by reason of a default and steps are taken to
obtain repayment of these borrowings. |
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We or Rio Tinto fail to make a payment of principal of at least U.S.$50,000,000 or fail to honor any guarantee or indemnity with respect to borrowings
of at least U.S.$50,000,000 and steps are taken to enforce either of these obligations. |
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Any mortgage, pledge or other charge granted by us or Rio Tinto in relation to any borrowing of at least U.S.$50,000,000 becomes enforceable and steps
are taken to enforce the mortgage, pledge or other charge, as the case may be. |
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Any other event of default described in the prospectus supplement occurs. (Section 501) |
Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the trustee or the holders of
25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A
declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if we, Rio Tinto plc or Rio Tinto Limited have paid the outstanding amounts, other than
amounts due because of the acceleration of maturity, and we, Rio Tinto plc or Rio Tinto Limited have satisfied certain other conditions. (Section 502)
Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee
reasonable protection from expenses and liability. This protection is called an indemnity. (Section 603) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the
relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
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available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 512)
Before bypassing the trustee and bringing a lawsuit or other formal legal action or taking other steps to enforce rights or protect
interests relating to the debt securities, the following must occur:
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The trustee must be given written notice that an event of default has occurred and remains uncured. |
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The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take
action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action. |
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The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an
inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities during that period. (Section 507) |
However, such limitations do not apply to a suit instituted for the enforcement of payment of the principal of or interest on a debt security on or after the respective due dates. (Section 508).
Street name and other indirect holders should consult their banks or brokers for information on how
to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.
We and Rio Tinto will furnish to the trustee every year a written statement of certain of our and Rio Tintos officers certifying that, to their knowledge, we and Rio Tinto are in compliance with the
indenture and the debt securities, or else specifying any default. (Section 1005)
Regarding The Trustee
If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving default notice or the
default having to exist for a specific period of time were disregarded, the trustee may be considered to have a conflicting interest with respect to the debt securities for purposes of the Trust Indenture Act of 1939. In that case, the trustee may
be required to resign as trustee under the applicable indenture and we or Rio Tinto would be required to appoint a successor trustee.
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CLEARANCE AND SETTLEMENT
General
Debt securities
we issue may be held through one or more international and domestic clearing systems. The principal clearing systems we will use are the book-entry systems operated by The Depository Trust Company, or DTC, in the United States, Clearstream Banking,
société anonyme in Luxembourg (Clearstream, Luxembourg) and Euroclear SA/NV (Euroclear) in Brussels, Belgium. These systems have established electronic securities and payment transfer, processing,
depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of
certificates.
Special procedures to facilitate clearance and settlement have been established among these clearing systems to
trade securities across borders in the secondary market. Where payments for registered securities in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on
a delivery against payment basis.
Cross-market transfers of securities that are not in global form may be cleared and settled
in accordance with other procedures that may be established among the clearing systems for these securities. Investors in securities that are issued outside of the United States, its territories and possessions must initially hold their interests
through Euroclear, Clearstream, Luxembourg or the clearance system that is described in the applicable prospectus supplement.
The policies of DTC, Clearstream, Luxembourg, and Euroclear will govern payments, transfers, exchange and other matters relating to the
investors interest in securities held by them. This is also true for any other clearance system that may be named in a prospectus supplement.
We have no responsibility for any aspect of the actions of DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspect of the
records kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We also do not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.
DTC, Clearstream, Luxembourg, Euroclear and their participants perform these clearance and settlement functions under
agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream,
Luxembourg and Euroclear as they are currently in effect. These systems could change their rules and procedures at any time.
The Clearing
Systems
DTC
DTC has advised us as follows:
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a limited purpose trust company organized under the laws of the State of New York; |
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a banking corporation within the meaning of the New York Banking Law; |
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a member of the Federal Reserve System; |
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a clearing corporation within the meaning of the Uniform Commercial Code; and |
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a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. |
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DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants
through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates. |
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Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other
organizations. DTC is partially owned by some of these participants or their representatives. |
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Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants.
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The rules applicable to DTC and DTC participants are on file with the SEC. |
Clearstream, Luxembourg
Clearstream, Luxembourg has advised us as
follows:
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Clearstream, Luxembourg is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is
subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). |
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Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does
so through electronic book-entry changes to the accounts of its customers. This eliminates the need for physical movement of certificates. |
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Clearstream, Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally
traded securities and lending and borrowing of securities. It interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships. |
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Clearstream, Luxembourgs customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may
include professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks. |
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Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream, Luxembourg customers or that have
custodial relationships with its customers, such as banks, brokers, dealers and trust companies. |
Euroclear
Euroclear has advised us as follows:
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Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking, Finance and Insurance Commission
(Commission Bancaire et Financiére et des Assurances) and the National Bank of Belgium (Banque Nationale de Belgique). |
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Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through
simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates. |
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Euroclear provides other services to its customers, including credit custody, lending and borrowing of securities and tri-party collateral management.
It interfaces with the domestic markets of several other countries. |
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Euroclear customers include banks, including central banks, securities brokers and dealers, banks, trust companies and clearing corporations and may
include certain other professional financial intermediaries |
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Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear
customers. |
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All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance
accounts. |
Other Clearing Systems
We may choose any other clearing system for a particular series of debt securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus
supplement.
Primary Distribution
The distribution of debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus
supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for
the specific series of debt securities. Customary clearance and settlement procedures are described below.
We will submit
applications to the relevant system or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.
Clearance and Settlement Procedures DTC
DTC participants that hold securities through DTC on behalf of investors will follow the settlement practices applicable to U.S. corporate debt obligations in DTCs Same-Day Funds Settlement System.
Debt securities will be credited to the securities custody accounts of these DTC participants against payment in the same-day
funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, securities will be credited free of payment on the settlement date.
Clearance and Settlement Procedures Euroclear and Clearstream, Luxembourg
We understand that investors that hold their securities through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in
registered form.
Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream, Luxembourg
participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.
Secondary Market Trading
Trading
between DTC Participants
We understand that secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTCs rules. Secondary market trading will be settled using procedures applicable to U.S. corporate debt obligations in DTCs Same-Day Funds Settlement System.
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If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made
in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.
Trading between Euroclear and/or Clearstream, Luxembourg Participants
We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way
following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form.
Trading between a DTC Seller and a Euroclear or Clearstream, Luxembourg Purchaser
A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream,
Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the securities from the selling DTC participants account to the account of the purchasing Euroclear or Clearstream, Luxembourg
participant. Euroclear or Clearstream, Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream, Luxembourg to receive the debt securities either against payment or free of payment.
The beneficial interests in the debt securities will be credited to the respective clearing system. The clearing system will then credit
the account of the participant, following its usual procedures. Credit for the debt securities will appear on the next day, European time. Cash debit will be back-valued to, and the interest on the debt securities will accrue from, the value date,
which would be the preceding day, when settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream, Luxembourg cash debit will be valued as of the actual settlement date
instead.
Euroclear participants or Clearstream, Luxembourg participants will need the funds necessary to process same-day
funds settlement. The most direct means of doing this is to preposition funds for settlement, either from cash or from existing lines of credit, as for any settlement occurring within Euroclear or Clearstream, Luxembourg. Under this approach,
participants may take on credit exposure to Euroclear or Clearstream, Luxembourg until the securities are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream, Luxembourg has extended a line of credit to them, participants can choose not to preposition funds and will allow that credit line to be drawn upon to
finance settlement. Under this procedure, Euroclear participants or Clearstream, Luxembourg participants purchasing debt securities would incur overdraft charges for one business day, (assuming they cleared the overdraft as soon as the debt
securities were credited to their accounts). However, interest on the debt securities would accrue from the value date. Therefore, in many cases, the investment income on debt securities that is earned during that one business day period may
substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on each participants particular cost of funds.
Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to deliver debt securities to the depositary on behalf of Euroclear participants or
Clearstream, Luxembourg participants. The sale proceeds will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no differently than a trade between two DTC participants.
Special Timing Considerations
You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving debt securities through Clearstream, Luxembourg and Euroclear on days when
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systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream, Luxembourg and
Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities, or to receive or make a payment or delivery of debt securities, on a particular day, may find that the
transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used.
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TAXATION
This section describes the material Australian, U.K. and U.S. federal income tax consequences of acquiring, owning and disposing of debt
securities that we may issue.
Australian Taxation
The following is a summary of the principal Australian tax consequences generally applicable to a holder who is a resident of the United States and not a resident of Australia for tax purposes (a
United States holder) and who holds debt securities issued by Rio Tinto Finance (USA) Limited (the RTL Debt Securities) or by Rio Tinto Finance (USA) plc (the RTP Debt Securities). This summary reflects the
current provisions of the Australian Income Tax Assessment Act 1936 and the Australian Income Tax Assessment Act 1997 (together, Australian Tax Act).
The following summary is not exhaustive of all possible Australian income tax considerations that could apply to particular holders. These considerations may vary according to your individual
circumstances.
Australias income tax laws are currently subject to review by the Federal Government. The summary below
is based upon our understanding of the current law (except as expressly stated) and of the implications of changes that have been announced by the Australian Government in only very general terms. This summary does not otherwise take into account or
anticipate changes in the law, whether by way of judicial decision or legislative action.
In the opinion of Allens Arthur
Robinson, our and Rio Tintos Australian taxation legal counsel, the following are the material Australian tax consequences of an investment in debt securities generally applicable to a United States holder, on the basis of Australian law as in
effect at the date of this prospectus, which (as indicated above) is subject to change, possibly with retroactive effect.
Payments of
Principal, Premium and Interest on RTL Debt Securities
Under existing Australian income tax law, United States holders
of RTL Debt Securities, other than persons holding such securities or interests as part of a business carried on at or through a permanent establishment in Australia (an Australian Establishment), are not subject to Australian income tax
on payments of principal or interest made to that holder, other than interest withholding tax (currently 10%) on interest (or amounts in the nature of interest) paid on such debt securities (unless the Section 128F exemption described below
applies). Subject to the following, where a United States holder makes a gain on disposal of an RTL Debt Security (including any gain on redemption of such security by the issuer), the holders gain will not be subject to Australian income tax
provided the gain is not sourced in Australia, as described in Gains on Disposal below, and the holder does not hold the security as part of an Australian Establishment. However, Australian tax may be payable to the extent
that those conditions do not exist. Also, to the extent that any such gain is treated as interest, as described in Gains on Disposal below, or in the nature of interest, Australian withholding tax may apply.
Pursuant to Section 128F of the Australian Tax Act, an exemption from Australian interest withholding tax (IWT) applies
provided the following conditions are met:
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Rio Tinto Finance (USA) Limited is a resident of Australia when it issues the debt securities and when interest, as defined in
Section 128A(1AB), is paid. Interest is defined to include amounts in the nature of, or in substitution for, interest. |
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The debt securities are issued in a manner that satisfies the public offer test of Section 128F under the Australian Tax Act
(described below). |
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Rio Tinto Finance (USA) Limited does not know, or have reasonable grounds to suspect, at the time of issue that the debt securities or an interest in
them were being, or would later be, acquired, directly or |
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indirectly, by one of its associates (as defined in Section 128F(9) of the Australian Tax Act), except as permitted by Section 128F(5) of the Australian Tax Act.
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At the time of the payment of interest on the debt securities, Rio Tinto Finance (USA) Limited did not know or have reasonable grounds to suspect that
the payee is its associate, except as permitted by Section 128F(6) of the Australian Tax Act. |
An associate of Rio Tinto Finance (USA) Limited for the purposes of Section 128F of the Australian Tax Act generally includes (i) a person or entity which holds 50% of the voting
shares of, or otherwise controls, Rio Tinto Finance (USA) Limited, (ii) an entity which is a subsidiary of, or otherwise controlled by, Rio Tinto Finance (USA) Limited, (iii) a trustee of a trust where Rio Tinto Finance (USA) Limited is
capable of benefiting (whether directly or indirectly) under that trust, and (iv) a person or entity who is an associate of another person or company which is an associate of Rio Tinto Finance (USA) Limited under any of
the foregoing.
However, for the purposes of Sections 128F(5) and (6) of the Australian Tax Act (see above),
associate does not include:
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onshore associates (i.e. Australian resident associates who do not hold the debt securities in the course of carrying on business at or through a permanent
establishment outside Australia and non-resident associates who hold the debt securities in the course of carrying on business at or through an Australian Establishment); or |
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offshore associates (i.e. Australian resident associates that hold the debt securities in the course of carrying on business at or through a permanent establishment
outside Australia and non-resident associates who do not hold the debt securities in the course of carrying on business through an Australian Establishment) who are acting in the capacity of: |
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in the case of Section 128F(5) only, a dealer, manager or underwriter in relation to the placement of the relevant debt securities; or |
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a clearing house, custodian, funds manager, responsible entity of a registered scheme or, in the case of Section 128F(6) only, paying agent.
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There are five principal methods of satisfying the public offer test. In summary, the five principal methods
are:
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offers of the relevant debt securities to 10 or more professional financiers, investors or dealers who are not associates of each other;
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offers of the relevant debt securities to 100 or more potential investors; |
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offers of the relevant debt securities which are listed on a stock exchange; |
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offers of the relevant debt securities via a publicly available financial markets dealing platform; and |
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offers of the relevant debt securities to dealers, managers or underwriters who offer to sell the debt securities within 30 days by one of the
preceding methods. |
Rio Tinto Finance (USA) Limited intends to offer and sell debt securities in a manner
that will satisfy the requirements of Section 128F of the Australian Tax Act.
As set out in more detail in the section
entitled Description of Guaranteed Debt Securities Special Situations Payment of Additional Amounts, if Rio Tinto Finance (USA) Limited should at any time be compelled by law to deduct or withhold an amount in
respect of any Australian withholding taxes, it is required, subject to the exceptions described, to pay such additional amounts as may be necessary in order to ensure that the net amounts you receive in respect of the debt securities after such
deductions or withholding will equal the respective amounts that would have been receivable had no such deduction or withholding been required.
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Payments of Principal and Interest on RTP Debt Securities
Under existing Australian income tax law, United States holders of RTP Debt Securities will not be subject to Australian income tax on
payments of principal or interest on RTP Debt Securities provided such payments are not sourced in Australia, as is expected to be the case, and the holder does not hold the security as part of an Australian Establishment. Further, payments of
interest on such securities will not be subject to Australian IWT provided (as is expected) that Rio Tinto Finance (USA) plc does not carry on business in Australia through an Australian Establishment.
Payments under the Guarantee
IWT at the rate of 10% may be payable on payments of interest, or interest paid on an overdue amount, by Rio Tinto Limited pursuant to its guarantee of RTL Debt Securities to United States holders (other
than those holding the debt securities in the course of carrying on a business at or through an Australian Establishment).
Whether payments under the guarantee would be interest for withholding tax purposes is not clear. The Australian Taxation Offices
ruling, as reflected in Taxation Determination TD 1999/26, is that such payments under a guarantee would be interest for withholding tax purposes. However that Determination also states that guarantee payments would be treated as exempt from
withholding tax under Section 128F if the requirements of that section are satisfied. Therefore, if the requirements of Section 128F as described above are satisfied in relation to the debt securities, interest withholding tax should not
be payable in relation to the guarantee payments.
IWT will not be payable on payments by Rio Tinto plc pursuant to its
guarantee of RTP Debt Securities to United States holders provided Rio Tinto Finance (USA) plc does not carry on business in Australia at or through an Australian Establishment (which is not presently expected to be the case).
Gains on Disposal
Under existing Australian law, United States holders of RTL Debt Securities or RTP Debt Securities will not be subject to Australian
income tax on gains arising from a disposal of debt securities (including a disposal by way of redemption) provided that the gains do not have an Australian source.
The source of any gain on disposal of debt securities will depend on the factual circumstances of the disposal. Where the disposal occurs by way of a sale to a third party, then provided the debt
securities are acquired and sold pursuant to contractual arrangements entered into and concluded outside Australia, and the seller and the purchaser are non-residents of Australia and do not have Australian Establishments, a gain will not be
regarded as having an Australian source. Where disposal occurs by way of redemption by the issuer then, in the absence of special circumstances, a gain on redemption will not be regarded as having an Australian source.
There are specific rules (Section 128AA of the Australian Tax Act) that can apply to treat a portion of the sale price of debt securities
as interest for withholding tax purposes. These rules apply when certain debt securities originally issued at a discount or with maturity premium, generally speaking, or which do not pay interest at least annually are sold to:
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an Australian resident that does not acquire the debt securities in the course of carrying on a trade or business through a permanent establishment
outside Australia; or |
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a non-resident of Australia who acquires the debt securities as part of an Australian Establishment. |
However, section 128AA should not apply to the RTP Debt Securities provided Rio Tinto Finance (USA) plc does not carry on business in
Australia at or through an Australian Establishment (which is not presently expected to be the case). Further, in relation to the RTL Debt Securities, if the issue of those securities satisfies
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the public offer test, such portions of deemed interest will be covered by the exemption from Australian interest withholding tax contained in Section 128F of the Australian Tax Act.
Other Taxes
No ad valorem stamp, issue, registration or similar taxes are payable in Australia in connection with the issue of the debt securities. Furthermore, a transfer of or agreement to transfer debt securities,
executed outside of Australia, will not be subject to Australian stamp duty.
The Commissioner of Taxation of the Commonwealth
of Australia may give a direction under Section 255 of the Australian Tax Act or Section 260-5 of the Taxation Administration Act 1953 (TAA) requiring the issuer of debt securities to deduct from any payment to any other party
(including any holder of debt securities) any amount in respect of income tax payable by that other party in respect of the other partys other Australian sourced income or sales.
Section 12-140 of the TAA will impose a type of withholding tax at the rate of (currently) 46.5% on the payment of interest on
certain securities unless the relevant investor has quoted a tax file number, in certain circumstances an Australian Business Number or proof of some other exception. In relation to the RTL Debt Securities, assuming that the debt securities will at
all material times be in registered form and the requirements of Section 128F of the Australian Tax Act are satisfied with respect to the debt securities, these rules should not apply to payments to a holder of debt securities who is not a
resident of Australia for tax purposes and not holding the debt securities in the course of carrying on business at or through an Australian Establishment. Withholdings may be made from payments to holders of debt securities who are residents of
Australia or non-residents who carry on business at or through an Australian Establishment but who do not quote a tax file number, Australian Business Number or provide proof of an appropriate exemption.
Section 12-190 of the TAA imposes another type of withholding obligation such that if Rio Tinto Finance (USA) Limited makes a
payment to a holder of an RTL Debt Security for a supply the holder of the debt security has made to Rio Tinto Finance (USA) Limited in the course or furtherance of an enterprise carried on in Australia by that holder, Rio Tinto Finance (USA)
Limited must withhold amounts from that payment at the prescribed rate (currently 46.5%) unless that holder has quoted their ABN or another exception applies. There is some uncertainty as to the precise operation of these rules. However, these rules
will not apply to payments of principal and interest to holders of RTL Debt Securities where a tax file number, Australian Business Number, or proof that a relevant exemption is applicable has been provided (in accordance with the above paragraph),
or a deduction has been made by us for a failure to provide such information. Although the position is not free from doubt, on the basis that all holders of RTL Debt Securities will fall within
Section 12-140 (discussed above), the withholding requirements in Section 12-190 of the TAA should have no residual operation.
Section 12-190 will not apply to RTP Debt Securities provided Rio Tinto Finance (USA) plc does not carry on business in Australia or through an Australian Establishment (which is not presently expected to
be the case).
No debt securities will be subject to death, estate or succession duties imposed by Australia, or by any
political subdivision therein having the power to tax, if held at the time of death.
Neither the issue of the debt securities
nor the payment of principal, premium (if any) and interest by us in respect of the debt securities would give rise to a liability to a goods and services tax in Australia.
Taxation of Financial Arrangements
Division 230 of the Australian
Tax Act contains provisions dealing with the taxation of financial arrangements (the TOFA laws). Debt securities will generally be financial arrangements for the purposes of the TOFA laws. In relation to RTL Debt Securities, a United
States holder will not be taxed under the TOFA laws for payments of interest or amounts in the nature of interest under the securities because such payments are subject
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to the withholding tax rules (including the exemption from withholding tax under section 128F described above). Further, a United States holder of such securities will not otherwise be taxed
under the TOFA laws for gains relating to the securities provided any such gains do not have an Australian source and the holder does not hold the securities as part of an Australian Establishment. In relation to RTP Debt Securities, a United States
holder will not be taxed under the TOFA laws for gains relating to the securities provided any such gains do not have an Australian source and the holder does not hold the securities as part of an Australian Establishment.
United Kingdom Taxation
The comments below are of a general nature, are based on current United Kingdom tax law, as applied in England and Wales and published
practice of the United Kingdom HM Revenue & Customs (HMRC) and are not intended to be exhaustive. They do not necessarily apply where the income is deemed for tax purposes to be the income of any person other than the holder of
the debt securities. They relate only to the position of persons who are resident outside of the United Kingdom for tax purposes (and not resident in the United Kingdom for United Kingdom tax purposes) and who are the absolute beneficial owners of
their debt securities and may not apply to certain classes of persons such as dealers or certain professional investors.
Please consult
your own tax advisor concerning the consequences of owning the offered securities in your particular circumstances.
Interest
Payments
References to interest in this section mean interest as understood in United Kingdom tax law. The
statements do not take account of any different definitions of interest that may prevail under any other law or which may be created by the terms and conditions of the debt securities or any related documentation. If debt securities are, or may fall
to be, redeemed at a premium as opposed to being issued at a discount, then any such premium may constitute interest for United Kingdom tax purposes and so be treated in the manner described below.
(a) Payments of interest in respect of debt securities issued by Rio Tinto Finance (USA) Limited
Payments of interest on the RTL Debt Securities will not be subject to withholding or deduction for or on account of United Kingdom
taxation on the basis that, and so long as, such interest is not treated as arising in the United Kingdom for the purposes of section 874 of the United Kingdom Income Tax Act 2007. It is currently expected that the circumstances will be such that
interest paid by Rio Tinto Finance (USA) Limited on the RTL Debt Securities would not have a United Kingdom source.
(b) Payment of
interest (i) in respect of debt securities issued by Rio Tinto Finance (USA) plc, and (ii) by Rio Tinto plc under the guarantee in respect of the RTL Debt Securities and/or the RTP Debt Securities (together the debt securities)
Payments of interest by Rio Tinto Finance (USA) plc on the RTP Debt Securities will not be subject to withholding or
deduction for or on account of United Kingdom taxation if and so long as the RTP Debt Securities are and continue to be listed on a recognized stock exchange within the meaning of Section 1005 of the United Kingdom Income Tax Act
2007 (the Quoted Eurobond Exemption). The London Stock Exchange is a recognized stock exchange for these purposes. Debt securities will be treated as listed on the London Stock Exchange if they are included in the Official
List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange. The New York Stock Exchange will also be a recognized stock exchange for these purposes provided that it is registered with the
Securities and Exchange Commission of the United States as a national securities exchange. Debt securities will be treated as listed on the New York Stock Exchange if they are both admitted to trading on the New York Stock Exchange and are
officially listed in the United States in accordance with provisions corresponding to those generally applicable in countries in the European Economic Area.
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If the RTP Debt Securities are not (or cease to be) listed, interest will generally be paid
by Rio Tinto Finance (USA) plc under deduction of United Kingdom income tax at the basic rate (currently 20%) subject to such relief as may be available under the provisions of any applicable double tax treaty or any other relief that may apply.
It is not entirely clear whether payments by Rio Tinto plc under the guarantee in respect of interest on the debt securities
are eligible for the Quoted Eurobond Exemption and, therefore, it is possible that such payments may be subject to withholding or deduction for or on account of United Kingdom tax at the basic rate (currently 20%) subject to such relief as may be
available under the provisions of any applicable double tax treaty or any other relief that may apply.
Certain holders of
debt securities who are U.S. residents may be entitled to receive payments free of deductions for or on account of United Kingdom tax under the double taxation treaty between the United Kingdom and the United States and may therefore be able to
obtain a direction to that effect from HMRC. Holders of debt securities who are resident in other jurisdictions may also be able to receive payment free of deductions or subject to a lower rate of deduction under an appropriate double taxation
treaty and may be able to obtain a direction from HMRC to that effect.
However, such a direction will, in either case, only
be issued on prior application to HMRC by the holder in question. If such a direction is not in place at the time a payment of interest is made, the person making the payment will be required to withhold tax, although a holder of debt securities
resident in a jurisdiction outside of the United Kingdom who is entitled to relief may subsequently claim the amount withheld from HMRC.
Payments by Rio Tinto Finance (USA) plc in respect of interest on the RTP Debt Securities, and payments by Rio Tinto plc under the guarantee in respect of interest on the debt securities will have a
United Kingdom source and accordingly may be chargeable to United Kingdom tax by direct assessment. Where the interest is paid without withholding or deduction, the interest will not be assessed to United Kingdom tax in the hands of holders of the
debt securities who are not resident in the United Kingdom, except where:
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(i) |
in the case of corporate holders, such persons carry on a trade in the United Kingdom through a United Kingdom permanent establishment; or |
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(ii) |
in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency,
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in connection with which the interest is received or to which the debt securities are attributable, in which case (subject to
exemptions for interest received by certain categories of agent) tax may be levied on the United Kingdom permanent establishment or branch or agency.
In the event that payments by Rio Tinto Finance (USA) plc in respect of interest on the RTP Debt Securities, and payments by Rio Tinto plc under the guarantee in respect of interest on the debt securities
are subject to withholding or deduction for or on account of United Kingdom taxation then the provisions referred to in Description of Guaranteed Debt Securities Payment of Additional Amounts may apply so that the net amount
received by the holders after such reduction will not be less than the amount the holders would have received in the absence of such withholding or deduction.
Holders of the debt securities should note that the provisions relating to additional amounts referred to in Description of Guaranteed Debt Securities Payment of Additional Amounts
would not apply if HMRC sought to assess directly the person entitled to the relevant interest to United Kingdom tax. However exemption from, or reduction of, such United Kingdom tax liability might be available under an applicable double taxation
treaty.
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Provision of Information
Information relating to securities may be required to be provided to HMRC in certain circumstances. This may include the value of the debt
securities, details of the holders or beneficial owners of the debt securities (or the persons for whom the debt securities are held), details of the persons to whom payments derived from the debt securities are or may be paid and information and
documents in connection with transactions relating to the debt securities. Information may be required to be provided by, amongst others, the holders of the debt securities, persons by (or via) whom payments derived from the debt securities are made
or who receive (or would be entitled to receive) such payments, persons who effect or are a party to transactions relating to the debt securities on behalf of others and certain registrars or administrators. In certain circumstances, the information
obtained by HMRC may be provided to tax authorities in other countries.
Optional Tax Redemption
In the earlier section entitled Description of Guaranteed Debt Securities Optional Tax Redemption we set out
certain situations in which we may redeem debt securities.
Disposal (including Redemption)
Generally, a holder of debt securities who is not resident in the United Kingdom for tax purposes will not be liable for United Kingdom
taxation in respect of a disposal of a debt security, or in respect of any gain accrued in respect of a debt security or any change in the value of a debt security.
This may not, however, be the case if:
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(i) |
in the case of corporate holders, such persons carry on a trade in the United Kingdom through a United Kingdom permanent establishment; or |
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(ii) |
in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency
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in connection with which the interest is received or to which the debt securities are attributable.
Inheritance Tax
A holder of debt securities who is an individual domiciled outside the United Kingdom will generally not be liable for United Kingdom
inheritance tax in respect of his holding of debt securities. However, there may be a liability for United Kingdom inheritance tax for such an individual if a register of debt securities is maintained in the United Kingdom. In that case, exemption
from any United Kingdom inheritance tax liability may be available for holders of debt securities who are domiciled in the United States under the U.S.-United Kingdom double tax convention relating to estate and gift taxes.
Stamp Duty and Stamp Duty Reserve Tax (SDRT)
No United Kingdom stamp duty or SDRT is payable on the issue of the debt securities into a clearing system.
No United Kingdom stamp duty or SDRT is payable on dealings in the debt securities within a clearing system where such dealings are effected in electronic book entry form and not by written instrument of
transfer.
European Union Directive on the Taxation of Savings Income
EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive) requires EU Member States to provide
to the tax authorities of other EU Member States details of payments of interest and
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other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entity established, in that other EU Member
State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax
be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favor of an automatic exchange of information with effect from January 1, 2015.
The Council of the European Union has adopted the Amending Directive which will, when implemented, amend and broaden the scope of the
requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be
reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity
or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State,
may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by January 1, 2016, which legislation must apply from January 1,
2017.
U.S. Federal Income Taxation
The following is a summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of debt securities by a U.S. Holder (as defined below). This summary does not
address the material U.S. federal income tax consequences of every type of debt security which may be issued under this prospectus, and the relevant prospectus supplement will contain additional or modified disclosure concerning U.S. federal income
tax consequences relevant to a particular issue of debt securities as appropriate. This summary deals only with purchasers of debt securities that are U.S. Holders and that will hold the debt securities as capital assets. The discussion does not
cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of debt securities by particular investors
(including consequences under alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws. This summary also does not discuss all of the tax considerations that may be relevant to certain
types of investors subject to special treatment under the U.S. federal income tax laws (such as certain financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, dealers in
securities or currencies, investors that will hold the debt securities as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, investors whose functional currency is not the U.S. dollar) or
investors whose debt securities are held in connection with a trade or business conducted outside the United States. Moreover, the summary deals only with debt securities with a term of 30 years or less. The U.S. federal income tax consequences of
owning debt securities with a longer term will be discussed in the applicable prospectus supplement.
As used herein, the term
U.S. Holder means a beneficial owner of debt securities that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organized under the laws of the
United States or any State thereof, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a partner in an entity that is classified as a partnership for U.S. federal income tax purposes
that holds debt securities will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are entities treated as partnerships for U.S. federal income tax
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purposes should consult their tax advisor concerning the U.S. federal income tax consequences to their partners of the acquisition, ownership and disposition of debt securities by the
partnership.
This summary is based on the tax laws of the United States including the Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed regulations thereunder and published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS SHOULD
CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE DEBT SECURITIES, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Payments of Interest
Interest on a debt security, whether payable in U.S. dollars or a currency, composite currency or basket of currencies other than U.S. dollars (a foreign currency), other than interest on a
Discount Debt Security that is not qualified stated interest (each as defined below under Original Issue Discount General), will be taxable to a U.S. Holder as ordinary income at the time
it is received or accrued, depending on the U.S. Holders method of accounting for tax purposes. For this purpose, interest includes any additional amounts payable under Description of Guaranteed Debt Securities Payment of
Additional Amounts. Interest paid by us on the debt securities and original issue discount (OID), if any, accrued with respect to the debt securities (as described below under Original Issue Discount)
generally will constitute income from sources outside the United States. Prospective purchasers should consult their tax advisors concerning the applicability of the foreign tax credit and source of income rules to income attributable to the debt
securities in their particular circumstances.
Original Issue Discount
General
The following is a summary of the principal U.S. federal income tax consequences of the ownership of debt securities issued with OID. The
following summary does not discuss debt securities that are characterized as contingent payment debt instruments for U.S. federal income tax purposes. In the event we issue contingent payment debt instruments the applicable prospectus supplement
will describe the U.S. federal income tax consequences thereof.
A debt security, other than a debt security with a term of
one year or less (a Short-Term Debt Security), will be treated as issued with OID (a Discount Debt Security) if the excess of the debt securitys stated redemption price at maturity over its issue price is
equal to or more than a de minimis amount (0.25% of the debt securitys stated redemption price at maturity multiplied by the number of complete years to its maturity). An obligation that provides for the payment of amounts other than qualified
stated interest before maturity (an installment obligation) will be treated as a Discount Debt Security if the excess of the debt securitys stated redemption price at maturity over its issue price is greater than 0.25% of the debt
securitys stated redemption price at maturity multiplied by the weighted average maturity of the debt security. A debt securitys weighted average maturity is the sum of the following amounts determined for each payment on a debt security
(other than a payment of qualified stated interest): (i) the number of complete years from the issue date until the payment is made multiplied by (ii) a fraction, the numerator of which is the amount of the payment and the denominator of
which is the debt securitys stated redemption price at maturity. Generally, the issue price of a debt security will be the first price at which a substantial amount of debt securities included in the issue of which the debt security is a part
is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. The stated redemption price at maturity of a debt security is the total of all payments
provided by the debt security that are not payments of qualified stated interest. A qualified stated interest payment generally is any one of a series of stated interest payments on a debt
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security that are unconditionally payable at least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods), or a variable rate (in the circumstances
described below under Variable Interest Rate Debt Securities), applied to the outstanding principal amount of the debt security. Solely for the purposes of determining whether a debt security has OID, we will be deemed to
exercise any call option that has the effect of decreasing the yield on the debt security, and the U.S. Holder will be deemed to exercise any put option that has the effect of increasing the yield on the debt security. If the option is not in fact
exercised, the debt security would be treated solely for purposes of calculating OID as if it were redeemed and a new debt security were issued on the deemed exercise date for an amount equal to the adjusted issue price (as defined
below) of the debt security.
U.S. Holders of Discount Debt Securities must include OID in income calculated on a
constant-yield method before the receipt of cash attributable to the income, and generally will have to include in income increasingly greater amounts of OID over the life of the Discount Debt Securities. The amount of OID includible in income by a
U.S. Holder of a Discount Debt Security is the sum of the daily portions of OID with respect to the Discount Debt Security for each day during the taxable year or portion of the taxable year on which the U.S. Holder holds the Discount Debt Security
(accrued OID). The daily portion is determined by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period. Accrual periods with respect to a Discount Debt Security may be of
any length selected by the U.S. Holder and may vary in length over the term of the Discount Debt Security as long as (i) no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on the Discount
Debt Security occurs on either the final or first day of an accrual period. The amount of OID allocable to an accrual period equals the excess of (a) the product of the Discount Debt Securitys adjusted issue price at the beginning of the
accrual period and the Discount Debt Securitys yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of the payments of
qualified stated interest on the Discount Debt Security allocable to the accrual period. The adjusted issue price of a Discount Debt Security at the beginning of any accrual period is the issue price of the Discount Debt Security
increased by (x) the amount of accrued OID for each prior accrual period and decreased by (y) the amount of any payments previously made on the Discount Debt Security that were not qualified stated interest payments. The yield to
maturity of a security is the discount rate that causes the present value of all payments on the security as of its original issue date to equal the issue price of such security.
Acquisition Premium
A U.S. Holder that purchases a Discount Debt Security
for an amount less than or equal to the sum of all amounts payable on the Discount Debt Security after the purchase date, other than payments of qualified stated interest, but in excess of its adjusted issue price (any such excess being
acquisition premium) and that does not make the election described below under Election to Treat All Interest as Original Issue Discount, is permitted to reduce the daily portions of OID by a fraction, the
numerator of which is the excess of the U.S. Holders adjusted basis in the Discount Debt Security immediately after its purchase over the Discount Debt Securitys adjusted issue price, and the denominator of which is the excess of the sum
of all amounts payable on the Discount Debt Security after the purchase date, other than payments of qualified stated interest, over the Discount Debt securitys adjusted issue price.
Short-Term Debt Securities
In general, an individual or other cash basis
U.S. Holder of a Short-Term Debt Security is not required to accrue OID (as specially defined below for the purposes of this paragraph) for U.S. federal income tax purposes unless it elects to do so (but will be required to include any stated
interest in income as the interest is received). Accrual basis U.S. Holders and certain other U.S. Holders are required to accrue OID on Short-Term Debt Securities on a straight-line basis or, if the U.S. Holder so elects, under the constant-yield
method (based on daily compounding). In the case of a U.S. Holder not required and not electing to include OID in income currently, any gain realized on the sale or retirement of the Short-Term Debt Security will be ordinary income to the extent of
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the OID accrued on a straight-line basis (unless an election is made to accrue the OID under the constant-yield method) through the date of sale or retirement. U.S. Holders who are not required
and do not elect to accrue OID on Short-Term Debt Securities will be required to defer deductions for interest on borrowings allocable to Short-Term Debt Securities in an amount not exceeding the deferred income until the deferred income is
realized.
For purposes of determining the amount of OID subject to these rules, all interest payments on a Short-Term Debt
Security are included in the Short-Term Debt Securitys stated redemption price at maturity. A U.S. Holder may elect to determine OID on a Short-Term Debt Security as if the Short-Term Debt Security had been originally issued to the U.S. Holder
at the U.S. Holders purchase price for the Short-Term Debt Security. This election shall apply to all obligations with a maturity of one year or less acquired by the U.S. Holder on or after the first day of the first taxable year to which the
election applies, and may not be revoked without the consent of the Internal Revenue Service (IRS).
Market Discount
A debt security, other than a Short-Term Debt Security, generally will be treated as purchased at a market discount (a
Market Discount Debt Security) if the debt securitys stated redemption price at maturity or, in the case of a Discount Debt Security, the debt securitys revised issue price, exceeds the amount for which the U.S.
Holder purchased the debt security by at least 0.25% of the debt securitys stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the debt securitys maturity (or, in the
case of a debt security that is an installment obligation, the debt securitys weighted average maturity). If this excess is not sufficient to cause the debt security to be a Market Discount Debt Security, then the excess constitutes de
minimis market discount. For this purpose, the revised issue price of a debt security generally equals its issue price, increased by the amount of any OID that has accrued on the debt security and decreased by the amount of any
payments previously made on the debt security that were not qualified stated interest payments.
Under current law, any gain
recognized on the maturity or disposition of a Market Discount Debt Security (including any payment on a Market Discount Debt Security that is not qualified stated interest) will be treated as ordinary income to the extent that the gain does not
exceed the accrued market discount on the Market Discount debt Security. Alternatively, a U.S. Holder of a Market Discount Debt Security may elect to include market discount in income currently over the life of the Market Discount Debt Security.
This election will apply to all debt instruments with market discount acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the
IRS. A U.S. Holder of a Market Discount Debt Security that does not elect to include market discount in income currently will generally be required to defer deductions for interest on borrowings incurred to purchase or carry a Market Discount Debt
Security that are in excess of the interest and OID on the Market Discount Debt Security includible in the U.S. Holders income, to the extent that this excess interest expense does not exceed the portion of the market discount allocable to the
days on which the Market Discount Debt Security was held by the U.S. Holder.
Under current law, market discount will accrue
on a straight-line basis unless the U.S. Holder elects to accrue the market discount on a constant-yield method. This election applies only to the Market Discount Debt Security with respect to which it is made and is irrevocable.
Variable Interest Rate Debt Securities
Debt securities that provide for interest at variable rates (Variable Interest Rate Debt Securities) generally will either bear interest at a qualified floating rate, or they will
bear interest at an objective rate and thus may be treated as variable rate debt instruments under Treasury regulations governing accrual of OID. A Variable Interest Rate Debt Security will qualify as a variable rate
debt instrument if (a) its issue price does not exceed the total noncontingent principal payments due under the Variable Interest Rate Debt Security by more than a
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specified de minimis amount, (b) it provides for stated interest, paid or compounded at least annually, at (i) one or more qualified floating rates, (ii) a single fixed rate and
one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate, and (c) it does not provide for any
principal payments that are contingent (other than as described in (a) above).
A qualified floating rate is
any variable rate where variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the Variable Interest Rate Debt Security is denominated. A
fixed multiple of a qualified floating rate will constitute a qualified floating rate only if the multiple is greater than 0.65 but not more than 1.35. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is
greater than 0.65 but not more than 1.35 increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values
throughout the term of the Variable Interest Rate Debt Security (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the Variable Interest Rate Debt Securitys issue date) will be
treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a
cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate unless the cap or floor is either fixed throughout the term of the Variable Interest Rate Debt Security or is
not reasonably expected as of the issue date to cause the yield on the Variable Interest Rate Debt Security to significantly deviate from the expected yield determined without the cap or floor.
An objective rate is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula
and which is based on objective financial or economic information (e.g., one or more qualified floating rates or the yield of actively traded personal property). A rate will not qualify as an objective rate if it is based on information that is
within our control (or the control of a related party) or that is unique to our circumstances (or the circumstances of a related party), such as dividends, profits or the value of Rio Tinto ordinary shares or the shares of the relevant issuer
(although a rate does not fail to be an objective rate merely because it is based on the credit quality of Rio Tinto or the relevant issuer). Other variable interest rates may be treated as objective rates if so designated by the IRS in the future.
Despite the foregoing, a variable rate of interest on a Variable Interest Rate Debt Security will not constitute an objective rate if it is reasonably expected that the average value of the rate during the first half of the Variable Interest Rate
Debt Securitys term will be either significantly less than or significantly greater than the average value of the rate during the final half of the Variable Interest Rate Debt Securitys term. A qualified inverse floating rate
is any objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If a Variable
Interest Rate Debt Security provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period and if the variable
rate on the Variable Interest Rate Debt Securitys issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then
the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.
A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a current value of that rate. A current value of a rate is the
value of the rate on any day that is no earlier than 3 months prior to the first day on which that value is in effect and no later than 1 year following that first day.
If a Variable Interest Rate Debt Security that provides for stated interest at either a single qualified floating rate or a single
objective rate throughout the term thereof qualifies as a variable rate debt instrument, then any stated interest on the Variable Interest Debt Security which is unconditionally payable in cash or property (other than our debt
instruments) at least annually will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Interest Rate Debt Security that provides for stated interest at either a single qualified floating
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rate or a single objective rate throughout the term thereof and that qualifies as a variable rate debt instrument generally will not be treated as having been issued with OID unless
the Variable Interest Rate Debt Security is issued at a true discount (i.e., at a price below the Variable Interest Rate Debt Securitys stated principal amount) in excess of the de minimis amount described in Original Issue
Discount General above. OID on a Variable Interest Rate Debt Security arising from true discount is allocated to an accrual period using the constant yield method described above by assuming that the variable rate is a
fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective
rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Debt Security.
In general, any other Variable Interest Rate Debt Security that qualifies as a variable rate debt instrument will be converted into an equivalent fixed rate debt instrument for
purposes of determining the amount and accrual of OID and qualified stated interest on the Variable Interest Rate Debt Security. Such a Variable Interest Rate Debt Security must be converted into an equivalent fixed rate debt instrument
by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of the Variable Interest Rate Debt Security with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating
rate, as the case may be, as of the Variable Interest Rate Debt Securitys issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Interest Rate Debt Security is converted into
a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Debt Security. In the case of a Variable Interest Rate Debt Security that qualifies as a variable rate debt instrument and provides for
stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the
Variable Interest Rate Debt Security provides for a qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of
the Variable Interest Rate Debt Security as of the Variable Interest Rate Debt Securitys issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating
rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Interest Rate Debt Security is converted into an
equivalent fixed rate debt instrument in the manner described above.
Once the Variable Interest Rate Debt
Security is converted into an equivalent fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the equivalent fixed rate debt instrument by
applying the general OID rules to the equivalent fixed rate debt instrument and a U.S. Holder of the Variable Interest Rate Debt Security will account for the OID and qualified stated interest as if the U.S. Holder held the
equivalent fixed rate debt instrument. In each accrual period, appropriate adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the equivalent fixed
rate debt instrument in the event that these amounts differ from the actual amount of interest accrued or paid on the Variable Interest Rate Debt Security during the accrual period.
If a Variable Interest Rate Debt Security does not qualify as a variable rate debt instrument, then the Variable Interest
Rate Debt Security will generally be treated as a contingent payment debt obligation. The proper U.S. federal income tax treatment of Variable Interest Rate Debt Securities that are treated as contingent payment debt obligations will be more fully
described in the applicable prospectus supplement.
Election to Treat All Interest as Original Issue Discount
A U.S. Holder may elect to include in gross income all interest that accrues on a debt security using the constant-yield method described
above under Original Issue Discount General, with certain modifications. For purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and
unstated interest, as adjusted by any amortizable bond premium
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(described below under Debt Securities Purchased at a Premium) or acquisition premium. This election generally will apply only to the debt security with respect to which
it is made and may not be revoked without the consent of the IRS. If the election to apply the constant-yield method to all interest on a debt security is made with respect to a Market Discount Debt Security, the electing U.S. Holder will be treated
as having made the election discussed below under Market Discount to include market discount in income currently over the life of all debt instruments with market discount held or thereafter acquired by the U.S. Holder. U.S.
Holders should consult their tax advisors concerning the propriety and consequences of this election.
Debt Securities Purchased at a
Premium
A U.S. Holder that purchases a debt security for an amount in excess of its principal amount, or for a
Discount Debt Security, its stated redemption price at maturity, may elect to treat the excess as amortizable bond premium, in which case the amount required to be included in the U.S. Holders income each year with respect to
interest on the debt security will be reduced by the amount of amortizable bond premium allocable (based on the debt securitys yield to maturity) to that year. Any election to amortize bond premium will apply to all bonds (other than bonds the
interest on which is excludable from gross income for U.S. federal income tax purposes) held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is irrevocable
without the consent of the IRS. A U.S. Holder that does not elect to take bond premium (other than acquisition premium) into account currently will recognize a market loss when the debt security matures. See also Original Issue
Discount Election to Treat All Interest as Original Issue Discount.
Substitution of Issuer
The terms of the debt securities provide that, in certain circumstances, the obligations of the issuer under the debt securities may be
assumed by another entity. Any such assumption might be treated for U.S. federal income tax purposes as a deemed disposition of debt securities by a U.S. Holder in exchange for new debt securities issued by the new obligor. As a result of this
deemed disposition, a U.S. Holder could be required to recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the issue price of the new debt securities (as determined for U.S. federal income tax
purposes), and the U.S. Holders tax basis in the debt securities. U.S. Holders should consult their tax advisers concerning the U.S. federal income tax consequences to them of a change in obligor with respect to the debt securities.
Purchase, Sale and Retirement of Debt Securities
A U.S. Holders adjusted tax basis in a debt security generally will be its cost, increased by the amount of any OID and market discount included in the U.S. Holders income with respect to the
debt security and the amount, if any, of income attributable to de minimis OID and de minimis market discount included in the U.S. Holders income with respect to the debt security, and reduced by (i) the amount of any payments that are
not qualified stated interest payments, and (ii) the amount of any amortizable bond premium applied to reduce interest on the debt security.
A U.S. Holder generally will recognize gain or loss on the sale or retirement of a debt security equal to the difference between the amount realized on the sale or retirement and the adjusted tax basis of
the debt security. The amount realized does not include the amount attributable to accrued but unpaid interest, which will be taxable as interest income to the extent not previously included in income. Except to the extent described above under
Original Issue Discount Market Discount or Original Issue Discount Short Term Debt Securities or attributable to changes in exchange rates (as discussed below), gain or loss
recognized on the sale or retirement of a debt security will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holders holding period in the debt securities exceeds one year. Gain or loss realized by a U.S. Holder
on the sale or retirement of a debt security generally will be U.S. source. The deductibility of capital losses is subject to limitations.
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Foreign Currency Debt Securities
Interest
If an interest payment is denominated in, or determined by
reference to, a foreign currency, the amount of income recognized by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in
fact converted into U.S. dollars.
An accrual basis U.S. Holder may determine the amount of income recognized with respect to
an interest payment denominated in, or determined by reference to, a foreign currency in accordance with either of two methods. Under the first method, the amount of income accrued will be based on the average exchange rate in effect during the
interest accrual period (or, in the case of an accrual period that spans two taxable years of a U.S. Holder, the part of the period within the taxable year).
Under the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period (or, in the case of an
accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year). Additionally, if a payment of interest is actually received within five business days of the last day of the
accrual period, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by the U.S.
Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent of the IRS.
Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a
Debt Security) denominated in, or determined by reference to, a foreign currency, the U.S. Holder may recognize U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference between the amount received (translated
into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued, regardless of whether the payment is in fact converted into U.S. dollars.
OID
OID for each accrual period on a Discount Debt Security that is
denominated in, or determined by reference to, a foreign currency, will be determined in the foreign currency and then translated into U.S. dollars in the same manner as stated interest accrued by an accrual basis U.S. Holder, as described above.
Upon receipt of an amount attributable to OID (whether in connection with a payment on the Discount Debt Security or a sale or disposition of the Discount Debt Security), a U.S. Holder may recognize U.S. source exchange gain or loss (taxable as
ordinary income or loss) equal to the difference between the amount received (translated into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued, regardless of whether the payment is in fact converted into U.S.
dollars.
Market Discount
Market discount on a debt security that is denominated in, or determined by reference to, a foreign currency, will be accrued in the foreign currency. If the U.S. Holder elects to include market discount
in income currently, the accrued market discount will be translated into U.S. dollars at the average exchange rate for the accrual period (or portion thereof within the U.S. Holders taxable year). Upon the receipt of an amount attributable to
accrued market discount, the U.S. Holder may recognize U.S. source exchange gain or loss (which will be taxable as ordinary income or loss) determined in the same manner as for accrued interest or OID. A U.S. Holder that does not elect to include
market discount in income currently will recognize, upon the disposition or maturity of the debt security, the U.S. dollar value of the amount accrued, calculated at the spot rate on that date, and no part of this accrued market discount will be
treated as exchange gain or loss.
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Bond Premium
Bond premium (including acquisition premium) on a debt security that is denominated in, or determined by reference to, a foreign currency, will be computed in units of the foreign currency, and any such
bond premium that is taken into account currently will reduce interest income in units of the foreign currency. On the date bond premium offsets interest income, a U.S. Holder may recognize U.S. source exchange gain or loss (taxable as ordinary
income or loss) equal to the amount offset multiplied by the difference between the spot rate in effect on the date of the offset and the spot rate in effect on the date the debt securities were acquired by the U.S. Holder. A U.S. Holder that does
not elect to take bond premium (other than acquisition premium) into account currently will recognize a market loss when the debt security matures.
Sale or Retirement
As discussed above under Purchase,
Sale and Retirement of Debt Securities, a U.S. Holder generally will recognize gain or loss on the sale or retirement of a debt security equal to the difference between the amount realized on the sale or retirement and its adjusted tax basis
in the debt security. A U.S. Holders initial tax basis in a debt security that is denominated in a foreign currency will be determined by reference to the U.S. dollar cost of the debt security. The U.S. dollar cost of a debt security purchased
with foreign currency generally will be the U.S. dollar value of the purchase price on the date of purchase, or the settlement date for the purchase, in the case of debt securities traded on an established securities market, as defined in the
applicable Treasury Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects).
The amount realized on a sale or retirement of a debt security for an amount in foreign currency will be the U.S. dollar value of this amount on the date of sale or retirement, or the settlement date for
the sale, in the case of debt securities traded on an established securities market, as defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects). Such an election by an accrual
basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS.
A U.S.
Holder will recognize U.S. source exchange gain or loss (taxable as ordinary income or loss) on the sale or retirement of a debt security equal to the difference, if any, between the U.S. dollar values of the U.S. Holders purchase price for
the debt security (as adjusted for amortized bond premium, if any) (i) on the date of sale or retirement and (ii) on the date on which the U.S. Holder acquired the debt security. Any such exchange rate gain or loss will be realized only to
the extent of total gain or loss realized on the sale or retirement (including any exchange gain or loss with respect to the receipt of accrued but unpaid interest).
Disposition of Foreign Currency
Foreign currency received as interest on a
debt security or on the sale or retirement of a debt security will have a tax basis equal to its U.S. dollar value at the time the foreign currency is received. Foreign currency that is purchased will generally have a tax basis equal to the U.S.
dollar value of the foreign currency on the date of purchase. Any gain or loss recognized on a sale or other disposition of a foreign currency (including its use to purchase debt securities or upon exchange for U.S. dollars) will be U.S. source
ordinary income or loss.
Backup Withholding and Information Reporting
In general, payments of interest and accruals of OID on, and the proceeds of a sale, redemption or other disposition of, a debt security,
payable to a U.S. Holder by a U.S. paying agent or other U.S., or U.S.-related intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding will apply to these payments,
including payments attributable to OID, if the U.S. Holder fails to provide an accurate taxpayer identification number or establish an exemption from backup withholding, or otherwise fails to comply with applicable certification requirements.
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Foreign Financial Asset Reporting
U.S. taxpayers that own certain foreign financial assets, including debt of foreign entities, with an aggregate value in excess of $50,000
at the end of the taxable year or $75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an
information report with respect to such assets with their tax returns. The debt securities are expected to constitute foreign financial assets subject to these requirements unless the debt securities are held in an account at a financial institution
(in which case the account may be reportable if maintained by a foreign financial institution). U.S. Holders should consult their tax advisors regarding the application of the rules relating to foreign financial asset reporting.
FATCA
Sections
1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA) impose a reporting regime and potentially a 30% withholding tax with respect to certain payments to any non-U.S. financial institution (a foreign financial
institution, or FFI (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the IRS to provide the IRS with certain information in respect of its account holders and investors
or is not otherwise exempt from or in deemed compliance with FATCA. Each issuer may be classified as an FFI.
This withholding
regime will be phased in beginning July 1, 2014 for payments from sources within the United States and will apply to foreign passthru payments (a term not yet defined) no earlier than January 1, 2017. This withholding would
potentially apply to payments in respect of (i) any debt securities characterized as debt (or which are not otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the
grandfathering date, which is the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register, or which are materially modified on or
after the grandfathering date and (ii) any debt securities characterized as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If debt securities are issued before the grandfathering date, and additional
debt securities of the same series are issued on or after that date, the additional debt securities may not be treated as grandfathered, which may have negative consequences for the existing debt securities, including a negative impact on market
price.
The application of FATCA to interest, principal or other amounts paid with respect to the debt securities and the
information reporting obligations of the issuers and other entities in the payment chain is still developing. In particular, a number of jurisdictions (including the United Kingdom and Australia) have entered into, or have announced their intention
to enter into, intergovernmental agreements (IGAs) (or similar mutual understandings) with the United States, which modify the way in which FATCA applies in their jurisdictions. The full impact of such agreements (and the laws
implementing such agreements in such jurisdictions) on reporting and withholding responsibilities under FATCA is unclear. The issuers and other entities in the payment chain may be required to report certain information on their U.S. account holders
to government authorities in their respective jurisdictions or the United States in order (i) to obtain an exemption from FATCA withholding on payments they receive and/or (ii) to comply with applicable law in their jurisdiction. It is not
yet certain how the United States and the jurisdictions which enter into intergovernmental agreements will address withholding on foreign passthru payments (which may include payments on the debt securities) or if such withholding will
be required at all.
Rio Tinto Finance (USA) plc expects to be treated as a Reporting FI pursuant to the
intergovernmental agreement between the United States and the United Kingdom and does not anticipate being obliged to deduct any withholding under FATCA, an IGA or any law implementing an IGA (any such withholding being FATCA
Withholding) on payments it makes. There can be no assurance, however, that Rio Tinto Finance (USA) plc will be treated as a Reporting FI, or that it would in the future not be required to deduct FATCA Withholding from payments it makes. The
relevant issuer and financial institutions through which payments on the debt securities
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are made may be required to withhold FATCA Withholding if any FFI through or to which payment on such debt securities is made is not a Participating FFI, a Reporting FI, or otherwise exempt from
or in deemed compliance with FATCA.
Whilst the debt securities are in global form and held within DTC or Euroclear and
Clearstream, Luxembourg, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the debt securities by the relevant issuer, the guarantors, any paying agent and the common depositary or common safekeeper,
given that each of the entities in the payment chain between the relevant issuer and the participants in DTC and the ICSDs is a major financial institution whose business is dependent on compliance with FATCA or is exempt from FATCA Withholding and
that any alternative approach introduced under an IGA will be unlikely to affect the debt securities. The documentation expressly contemplates the possibility that physical certificates representing debt securities may be issued and therefore that
the debt securities may be taken out of DTC and the ICSDs. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, physical certificates representing debt securities will only be issued in remote
circumstances.
If an amount in respect of FATCA Withholding tax were to be deducted or withheld from interest, principal or
other payments on the debt securities as a result of FATCA, none of the issuers, the guarantors, any paying agent or any other person would, pursuant to the Terms and Conditions of the debt securities be required to pay additional amounts as a
result of the deduction or withholding. As a result, investors may receive less interest or principal than expected.
FATCA is
particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form.
Prospective investors should consult their tax advisers on how these rules may apply to the issuers and guarantors and to payments they may receive in connection with the debt securities.
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PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus through agents, underwriters or dealers, or directly to one or more purchasers. In
addition, third parties may sell securities under the registration statement for their own account.
The prospectus supplement
relating to any offering will identify or describe:
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the net proceeds to us; |
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the purchase price of the securities; |
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any exchange on which the securities will be listed. |
Agents
We may designate agents who agree to use their reasonable efforts
to solicit purchases of securities during the term of their appointment to sell securities on a continuing basis.
We may
enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those
derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to
settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be
an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).
Underwriters
If we use underwriters for the sale of securities, they will
acquire securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of
sale. Unless we otherwise state in the applicable prospectus supplement, various conditions will apply to the underwriters obligation to purchase securities, and the underwriters will be obligated to purchase all of the securities contemplated
in an offering if they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Dealers
If we use
dealers in the sale, unless we otherwise indicate in the applicable prospectus supplement, we will sell securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices that the dealers may
determine at the time of resale.
Direct Sales
We may also sell securities directly without using agents, underwriters or dealers.
Securities Act of 1933; Indemnification
Underwriters, dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive from us and any
profit on their
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resale of securities may be treated as underwriting discounts and commissions under the Securities Act. Agreements that we will enter into with underwriters, dealers or agents may entitle them to
indemnification by us against various civil liabilities. These include liabilities under the Securities Act. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities.
Underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.
Stabilization
To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. These may include over-allotment, stabilization, syndicate short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions involve bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate
short covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim selling concessions from dealers
when the securities originally sold by the dealers are purchased in covering transactions to cover syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it would be otherwise. These
transactions, if commenced, may be continued by the persons participating in the offering at any time.
Market Making
In the event that we do not list securities of any type or series on a U.S. national securities exchange, various broker-dealers may make
a market in the securities, but will have no obligation to do so, and may discontinue any market making at any time without notice. Consequently, it may be the case that no broker-dealer will make a market in securities of any series or that the
liquidity of the trading market for the securities will be limited.
LEGAL MATTERS
The validity of the debt securities and the guarantees and certain other legal matters governed by English, U.S. federal and New York law
will be passed upon for us by Linklaters LLP or any other law firm named in the applicable prospectus supplement. The validity of the debt securities and the guarantees will be passed upon for us by Allens Arthur Robinson or any other law firm named
in the applicable prospectus supplement as to certain matters of Australian law. The validity of the debt securities and the guarantees and certain other legal matters governed by U.S. federal and New York law will be passed upon for any
underwriters or agents by Davis Polk & Wardwell LLP or any other law firm named in the applicable prospectus supplement as to certain matters of New York law.
EXPERTS
The financial statements and
managements assessment of the effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual
Report on Form 20-F for the year ended December 31, 2013 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP and PricewaterhouseCoopers, independent registered public accounting firms given on the authority of said
firms as experts in auditing and accounting.
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RIO TINTO FINANCE (USA)
LIMITED
U.S.$
% Notes due 20
Fully and unconditionally
guaranteed by
Rio Tinto plc
and
Rio Tinto Limited
PROSPECTUS SUPPLEMENT
June , 2015
Joint Bookrunners
Citigroup
Deutsche Bank Securities
SOCIETE GENERALE
Rio Tinto (PK) (USOTC:RTPPF)
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