Indicate by check mark if the registrants are well-known seasoned issuers, as defined in rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing:

US GAAP o       International Financial Reporting Standards as issued by the International Accounting Standards Board x        Other o

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrants have elected to follow:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

EXPLANATORY NOTE

The Rio Tinto Group is a leading international mining group, combining Rio Tinto plc and Rio Tinto Limited in a dual listed companies (‘DLC’) merger which was designed to place the shareholders of both Companies in substantially the same position as if they held shares in a single enterprise owning all of the assets of both Companies. This annual report on Form 20-F, including the financial statements, is presented on a combined basis for the Rio Tinto Group.

TABLE OF CONTENTS
				Page
PART I
Item 1.		Identity of Directors, Senior Management and Advisers			4
Item 2.		Offer Statistics and Expected Timetable			4
Item 3.		Key Information			4
Item 4.		Information on the Company			12
Item 4A.		Unresolved Staff Comments			54
Item 5.		Operating and Financial Review and Prospects			54
Item 6.		Directors, Senior Management and Employees			131
Item 7.		Major Shareholders and Related Party Transactions			176
Item 8.		Financial Information			178
Item 9.		The Offer and Listing			179
Item 10.		Additional Information			181
Item 11.		Quantitative and Qualitative Disclosures about Market Risk			191
Item 12.		Description of Securities other than Equity Securities			191
PART II
Item 13.		Defaults, Dividend Arrearages and Delinquencies			191
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds			191
Item 15.		Controls and Procedures			191
Item 16A.		Audit Committee Financial Expert			192
Item 16B.		Code of Ethics			192
Item 16C.		Principal Accountant Fees and Services			192
Item 16D.		Exemptions from the Listing Standards for Audit Committees			192
Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers			193
Item 16F.		Change in Registrant’s Certifying Accountant			193
Item 16G.		Corporate Governance			193
PART III
Item 17.		Financial Statements			194
Item 18.		Financial Statements			194
Item 19.		Exhibits			194
EXHIBIT 4.8
EXHIBIT 4.15
EXHIBIT 4.16
EXHIBIT 4.17
EXHIBIT 4.18
EXHIBIT 8.1
EXHIBIT 12.1
EXHIBIT 13.1
EXHIBIT 15.1
EXHIBIT 15.2

Rio Tinto 2008 Form 20-F     3

Rio Tinto

PART I

Item 1.		Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.		Offer Statistics and Expected Timetable

Not applicable.

Item 3.		Key Information

SELECTED FINANCIAL DATA

The selected consolidated financial data below has been derived from the 2008 Financial statements of the Rio Tinto Group. The selected consolidated financial data should be read in conjunction with, and qualified in their entirety by reference to, the 2008 Financial statements and notes thereto. The 2008 Financial statements were prepared in accordance with IFRS as issued by the IASB (IFRS).

RIO TINTO GROUP

Income Statement Data
For the years ending 31 December		2008				2007				2006				2005				2004
Amounts in accordance with IFRS		US$m				US$m				US$m				US$m				US$m
Consolidated revenue			54,264				29,700				22,465				19,033				12,954
Group operating profit (a)			10,194				8,571				8,974				6,922				3,327
Profit for the year from continuing operations			5,436				7,746				7,867				5,498				3,244
Loss after tax from discontinued operations			(827	)			—				—				—				—
Profit for the year			4,609				7,746				7,867				5,498				3,244
Basic earnings per share
Profit from continuing operations (US cents)			350.8				568.7				557.8				382.3				239.1
Loss from discontinued operations (US cents)			(64.4	)			—				—				—				—
Profit for the year per share (US cents)			286.4				568.7				557.8				382.3				239.1
Diluted earnings per share (US cents)
Profit from continuing operations (US cents)			349.2				566.3				555.6				381.1				238.7
Loss from discontinued operations (US cents)			(64.1	)			—				—				—				—
Profit for the year per share (US cents)			285.1				566.3				555.6				381.1				238.7

Rio Tinto 2008 Form 20-F     4

Dividends per share			2008				2007				2006				2005				2004
Dividends declared during the year
US cents
– interim			68.0				52.0				40.0				38.5				32.0
– final and special			68.0				84.0				64.0				151.5				45.0
UK pence
– interim			36.25				25.59				21.42				21.75				17.54
– final and special			46.29				43.13				32.63				85.24				23.94
Australian cents
– interim			77.35				60.69				52.48				50.56				45.53
– final and special			101.48				93.02				82.84				200.28				58.29
Dividends paid during the year (US cents)
– ordinary and special			152.0				116.0				191.5				83.5				66.0
Weighted average number of shares basic (millions)			1,283.5				1,285.8				1,333.4				1,364.1				1,379.2
Weighted average number of shares diluted (millions)			1,289.3				1,291.3				1,338.8				1,368.5				1,381.4
Balance Sheet Data						Restated
at 31 December			2008				2007				2006				2005				2004
Amounts in accordance with IFRS		US$m				US$m				US$m				US$m				US$m
Total assets			89,616				101,091				34,494				29,803				26,308
Share capital / premium			5,826				3,323				3,190				3,079				3,127
Total equity / Net assets			22,461				26,293				19,385				15,739				12,591
Equity attributable to Rio Tinto shareholders			20,638				24,772				18,232				14,948				11,877

Notes

Rio Tinto 2008 Form 20-F     5

Risk factors

The following describes some of the risks that could affect Rio Tinto. There may be additional risks unknown to Rio Tinto and other risks, currently believed to be immaterial, which could turn out to be material. These risks, whether they materialise individually or simultaneously, could significantly affect the Group’s business and financial results. They should also be considered in connection with any forward looking statements in this document and the cautionary statement on page 11.
      The following highlight the Group’s exposure to risk without explaining how these exposures are managed and mitigated or how some risks are both threats and potential opportunities.

The recent significant reduction in commodity prices and global demand for the Group’s products has had, and are expected to continue to have, a material adverse impact on the Group’s business, financial condition and results of operations.
Commodity prices, and demand for the Group’s products, are cyclical and influenced strongly by world economic growth, particularly in the US and Asia (notably China). The Group’s normal policy is to sell its products at prevailing market prices and not to enter into hedging arrangements relating to changes or fluctuations in such prices. Commodity prices have significantly declined recently and prices can fluctuate widely. Such fluctuations have impacted the Group’s recent trading and could have a material adverse impact on the Group’s revenues, earnings, cash flows, asset values and growth in the future. As a result of difficult market and general economic conditions (which may be long lasting and continue to deepen), there has also been reduced direct and indirect demand for the Group’s products and these declines have had, and are expected to continue to have, a material adverse impact on the Group’s revenues, earnings, cash flows, asset values and growth.

China is an important source of demand for the Group’s products and a reduction in the imports of the Group’s products by Chinese customers has had, and may continue to have, a material adverse effect on the Group’s results of operations.
As a result of the increasing importance of China as a source of demand for its products, in particular iron ore, the Group has recently been, and may continue to be, adversely affected by a reduction in the importation of its products by Chinese customers. In part as a result of weak demand from the slowing global economy, China’s economy grew at a slower rate in 2008 than in prior years. China remains the world’s largest importer of iron ore but the reduction in the growth rate of the Chinese economy and the sharp decline in Chinese steel output since October 2008 has contributed to a contraction in Chinese demand. Although the Group’s iron ore is predominantly sold to Chinese customers at fixed prices rather than at spot rates, these prices are subject to annual negotiations and the Group may not be able to negotiate favourable pricing when it renegotiates its annual iron ore contracts in the first half of 2009. In addition, if the Group’s Chinese iron ore customers are successful in sourcing iron ore domestically or from the Group’s competitors (particularly if volatility in the freight market impacts the competitiveness of the Group’s supply of iron ore), the Group may experience further weakened demand for its iron ore.
      The slowdown of China’s economy has also contributed to a contraction in demand and lower pricing for copper and aluminium. If Chinese customers’ demand for external sources of the Group’s products continues to weaken or does not recover, or Chinese customers source such products from the Group’s competitors, the Group’s business, results of operations, financial condition and prospects could continue to be materially adversely affected.

Failure to progress the divestment programme, complete the strategic partnership with Chinalco or raise additional capital from alternative sources may lead to the renegotiation of the Group’s US$40 billion syndicated credit facilities on more onerous terms.
In July 2007, in connection with its acquisition of Alcan, the Group entered into syndicated credit facilities of up to US$40 billion, which have principal repayments falling due in October 2009, October 2010 and October 2012. Following the acquisition, the Group announced its intention to reduce this debt by divesting some of its existing assets as well as the Packaging and Engineered Products units of Rio Tinto Alcan. In November 2007, the Group announced its intention to achieve at least US$15 billion of divestments and divested US$2.6 billion at favourable prices in the first half of 2008. Deteriorating market conditions in the second half of 2008 and continued severe dislocation in global markets, made it increasingly difficult for buyers to raise finance to purchase Group assets. In October 2008, the Group announced it would review its 2008 targeted divestments given market conditions and made a further announcement about its targeted divestments on 12 December 2008.
      On 12 February 2009 the Group announced that it had entered into a transaction with Chinalco to forge a strategic partnership through the creation of joint ventures and the issuance of convertible bonds. The transaction is subject to the approval by Rio Tinto shareholders, governments and regulators.
      The timing and proceeds of divestments and the completion of the transaction with Chinalco are subject to uncertainty. The Group cannot anticipate when it will be able to reduce its borrowings through further asset divestments, if at all or be certain that the transaction with Chinalco will receive all requisite approvals or complete in a timely manner. If the Group is unable to access sufficient funds, to make the repayments under its credit facilities, it may not be able to fulfil its repayment obligations or may need to find an alternate source of financing, which may be

Rio Tinto 2008 Form 20-F     6

on more onerous terms. The occurrence of any of these events may have a material adverse effect on the Group’s business, results of operations, financial condition, prospects and share prices.

     In addition, if the transaction with Chinalco does not complete it will result in the Group having to consider other strategic and financing options and under certain circumstances may result in the Group paying a break fee of US$195 million to Chinalco.
      Further details of the Group’s existing credit facilities are set out on page 116. Further details of the strategic partnership with Chinalco are set out on page 59.

Adverse economic and credit market conditions have materially adversely affected, and may continue to materially adversely affect, the Group’s ability to raise additional debt or equity.
At the time of the acquisition of Alcan, it was the Group’s intention to repay a portion of the US$40 billion Alcan credit facilities through the issuance of bonds. Accordingly, the Group issued a series of bonds in June 2008, and the aggregate net proceeds were applied in partial prepayment of the credit facilities maturing in October 2009. Deteriorating conditions in the credit markets since June 2008 have restricted the Group’s ability to access the credit markets on a commercially acceptable basis.
      The Group’s ability to raise additional debt and/or equity financing will also continue to be significantly influenced by, among other things, general economic conditions, developments in the credit markets, volatility in the equity markets, investors’ desire to maintain cash and to assume additional levels of risk and the Group’s credit rating. If economic and credit conditions do not improve, the Group may not be able to raise debt and/or equity finance on attractive terms, or at all, and it may need to seek further financing from alternative sources. Alternative financing may also be on unfavourable terms. As a result, the Group’s business, results of operations, financial condition and prospects could be materially adversely affected.

The Group’s borrowing costs and its access to the debt capital markets depend both on its long term credit ratings, (which were recently downgraded), and on interest rate levels.
In December 2008, Moody’s downgraded the long term ratings of the Group from A3 to Baa1 and S&P downgraded its long term ratings from BBB+ to BBB and its short term corporate credit ratings from A-2 to A-3. Both Moody’s and S&P have retained a negative outlook in respect of its ratings and may downgrade the ratings of the Group again. Any current or future downgrades by credit rating agencies may increase the Group’s financing costs and limit or eliminate its access to the debt capital markets. Following the announcement of the strategic alliance with Chinalco, Moody's placed the group under a review for possible downgrade at the same time affirming the Prime-2 short term ratings. S&P reaffirmed the BBB rating and upon successful completion of the transaction may revise the outlook to stable from negative.
     Increases in interest rates are likely to increase the interest cost associated with the Group’s debt, 73 per cent of which is floating rate debt, and will increase the cost of future borrowings, which could affect the Group’s earnings and financial position. See also the risk factors relating to defined benefit pension plans on page 9.

Failure of the Group to make successful acquisitions and to effectively integrate its acquisitions could have a material adverse impact on the Group’s business and results of operations.
Business combinations entail a number of risks, including the ability of management to integrate effectively the businesses acquired with its existing operations (including the realisation of synergies), significant one time write offs or restructuring charges, difficulties in achieving optimal tax structures, and unanticipated costs. All of these may be exacerbated by the diversion of management’s attention away from other ongoing business concerns. The Group may also be liable for the past acts, omissions or liabilities of companies or businesses it has acquired, which may be unforeseen or greater than anticipated at the time of the relevant acquisition. Deterioration or reduced demand for the Group’s products could impact the Group’s estimated post tax synergies for the Alcan acquisition and have a material adverse impact on the Group’s results of operations.

The Group’s results of operations could be materially adversely affected by the impairment of assets and goodwill.
An asset impairment charge may result from the occurrence of unexpected adverse events that impact the Group’s estimates of expected cash flows generated from its assets. The Group was recently required and may again be required to recognise asset impairment charges, as a result of impairment indicators which could include a weak economic environment, challenging market conditions, fluctuations in long term commodity prices, changes to long term mine plans, mining properties and to characteristics of orebody (including the expected life of the orebody). The deteriorating global economic outlook and declines in commodity prices are likely to reduce the recoverable amount of the Group’s cash generating units and therefore may increase the Group’s impairment charges in the future.
      In accordance with IFRS, the Group does not amortise goodwill but rather tests it annually for impairment. Goodwill impairments cannot be reversed. The Group tested goodwill arising from the Alcan acquisition for impairment and recorded a goodwill impairment charge of US$6.6 billion for the year ended 31 December 2008.
      In November 2007, the Group initially determined goodwill based on provisional fair values, and finalised the fair value determinations within 12 months of the date it acquired Alcan. Following this determination, the Group adjusted the value of goodwill arising from the Alcan acquisition to US$20.1 billion.
      The Group will continue to test goodwill and may, in the future, record additional impairment charges. This could result in the recognition of impairment losses which could be significant and which could have a material adverse effect on the Group’s results of operations. Further details on impairments are set out on page 125.

Rio Tinto 2008 Form 20-F     7

Rio Tinto is exposed to fluctuations in exchange rates that could have a material adverse impact on the results of its operations.
The majority of the Group’s sales are denominated in US dollars. The Group also finances its operations and holds surplus cash primarily in US dollars. Given the dominant role of the US dollar in the Group’s operations it is the currency in which its results are presented both internally and externally. The Group also incurs costs in US dollars but significant costs are influenced by the local currencies of the territories in which its ore reserves and other assets are located. These currencies are principally the Australian dollar, Canadian dollar and Euro. The Group’s normal policy is not to enter into hedging arrangements relating to changes or fluctuations in foreign exchange rates. As a result, if there is an appreciation in the value of these currencies against the US dollar or prolonged periods of exchange rate volatility these changes may have a material adverse impact on the Group’s results of operations.

If the Group does not significantly reduce its business and operating costs, its business and results of operations may suffer materially.
On 10 December 2008, the Group announced that it had undertaken a review of its controllable operating expenditure and intended to reduce operating and functional costs by at least US$2.5 billion per annum by the end of 2010 based on 2008 production rates and constant exchange rates and oil prices. To achieve this targeted reduction, the Group intends to reduce global headcount by approximately 14,000 roles. However, as a result of continuing market conditions, the Group may need to reduce operating expenditure further. The Group also intends to consolidate some of its offices, accelerate the outsourcing and off-shoring of IT and procurement and defer certain exploration and evaluation expenditure. If the Group experiences delays in implementing these measures or if the Group does not realise the cost savings or operating efficiencies it anticipates, this could have a material adverse effect on the Group’s results of operations.
      In the event that demand subsequently increases and the Group seeks to raise production levels to respond, its ability to take advantage of the increased demand may be constrained and operating costs may increase significantly, which could have a material adverse effect on the Group’s business and results of operations.

The Group’s business and growth prospects may be negatively impacted by reductions in its capital expenditure programme.
The Group requires substantial capital to invest in greenfield and brownfield projects and to maintain and prolong the life and capacity of its existing mines. The recently announced reductions in capital expenditure relate to the cancellation of, or slowing work on, certain projects and the deferral of others until at least the Group is satisfied that market conditions and commodity prices have sufficiently recovered and sufficient cash for investment is available. The Group may reduce its capital expenditure further in light of various considerations such as expected global demand for its products, the level of commodity pricing and the Group’s resources, which may negatively impact the timing of the Group’s growth and future prospects.
      If commodity markets improve, the Group’s ability to take advantage of that improvement may be constrained by earlier capital expenditure restrictions and the long term value of its business could be adversely impacted.
      The Group’s position in relation to its competitors may also deteriorate.
      Competitors may have sufficient funds or access to capital and be better positioned to respond quickly to changes in commodity prices or market conditions generally.
      The Group may also need to address commercial and political issues in relation to its reductions in capital expenditure in certain of the jurisdictions in which it operates. If the Group’s interest in its joint ventures is diluted or it loses key concessions or if it is prevented from reducing capital expenditure commitments in the relevant jurisdiction, its growth could be constrained. Any of the foregoing could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

The Group’s exploration and development of new projects might be unsuccessful, expenditures may not be fully recovered and depleted ore reserves may not be replaced.
The Group develops new mining properties and expands its existing operations as a means of generating shareholder value. The Group seeks to identify new mining properties through its exploration programme. The Group has also undertaken the development or expansion of other major operations. There is no assurance, however, that such expenditure will be recouped or that depleted ore reserves will be replaced.

Political, legal and commercial instability or community disputes in the countries and territories in which the Group operates could affect the viability of its operations.
The Group has operations in jurisdictions with varying degrees of political, legal and commercial stability. Administrative change, policy reform, changes in law or governmental regulations can result in civil unrest, expropriation, or nationalisation. Renegotiation or nullification of existing agreements, leases and permits, changes in fiscal policies (including increased tax or royalty rates) or currency restrictions are all possible consequences. Commercial instability caused by bribery and corruption in their various guises can lead to similar consequences. The consequences of such instability or changes could have a material adverse effect on the profitability, the ability to finance or, in extreme cases, the viability of an operation.

Rio Tinto 2008 Form 20-F     8

     Some of the Group’s current and potential operations are located in or near communities that may regard such an operation as having a detrimental effect on their environmental, economic or social circumstances. The consequences of community reaction could also have a material adverse impact on the cost, profitability, ability to finance or even the viability of an operation. Such events could lead to disputes with national or local governments or with local communities and give rise to material reputational damage. If the Group’s operations are delayed or shut down as a result of political and community instability, its revenue growth may be constrained and the long term value of its business could be adversely impacted.

The Group’s land and resource tenure could be disputed resulting in disruption and/or impediment in the operation or development of a resource.
The Group operates in several countries where title to land and rights in respect of land and resources (including indigenous title, particularly in Australia and Canada) may be unclear and may lead to disputes over resource development. Such disputes could disrupt or delay relevant mining projects and/or impede the Group’s ability to develop new mining properties and may have a material adverse effect on the Group’s results of operations and/or prospects.

The Group’s operations are resource intensive and changes in the cost and/or interruptions in the supply of energy, water, fuel or other key inputs could adversely affect their economic viability.
The Group’s operations are resource intensive and, as a result, its costs and net earnings may be adversely affected by the availability or cost of energy, water, fuel or other key inputs. If the current downward trend in energy prices reverses, carbon trading schemes or carbon taxes begin to apply to the Group’s operations or if the Group experiences interruptions in, or constraints on, its supply of energy, water, fuel or other key inputs, the Group’s costs could increase and its results could be materially adversely affected.

Increased regulation of greenhouse gas emissions could adversely impact the Group’s cost of operations.
Rio Tinto’s smelting and mineral processing operations are energy intensive and depend heavily on fossil fuels.
Increasing regulation of greenhouse gas emissions, including the progressive introduction of carbon emissions trading mechanisms and tighter emission reduction targets, in numerous jurisdictions in which the Group operates is likely to raise energy costs and costs of production to a material degree over the next decade. Regulation of greenhouse gas emissions in the jurisdictions of the Group’s major customers and in relation to international shipping could also have an adverse effect on the demand for the Group’s products.

Estimates of ore reserves are based on certain assumptions and so changes in such assumptions could lead to reported ore reserves being restated.
There are numerous uncertainties inherent in estimating ore reserves (including subjective judgments and determinations based on available geological, technical, contracted and economic information) and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may result in the reserves ceasing to be economically viable. This may, ultimately, result in the reserves needing to be restated. Such changes in reserves could also impact depreciation and amortisation rates, asset carrying values, deferred stripping calculations and provisions for close down, restoration and environmental clean up costs.

The Group’s net earnings are sensitive to the assumptions used for valuing defined benefit pension plans and post retirement healthcare plans.
Certain of the Group’s businesses sponsor defined benefit pension plans. The pension expense reported in respect of those plans is sensitive to the assumptions used to value the pension obligations and also to the underlying economic conditions that influence those assumptions. Changing economic conditions and in particular poor pension investment returns may require the Group to make substantial cash contributions to these pension plans. Actual investment returns achieved compared to the amounts assumed within the Group’s reported pension expense was as follows:

		2008				2007				2006				2005				2004
		US$m				US$m				US$m				US$m				US$m
Expected return on plan assets			1,000				550				326				306				263
Actual return on plan assets			(2,910	)			442				664				529				650
Difference between the expected and actual return on plan assets:
(loss)/gain			(3,910	)			(108	)			338				223				387
Difference as a percentage of plan assets			(37	%)			(1	%)			6	%			4	%			8	%

As at 31 December 2008, the Group had recorded pension liabilities (on an IAS19 accounting basis) of US$13.1 billion and assets of US$10.5 billion. After excluding those pension arrangements deliberately operated as unfunded arrangements, representing liabilities of US$0.9 billion, the global funding level for pension liabilities (on an IAS19 basis) was approximately 86 per cent. If the funding level materially deteriorates further cash contributions from the Group may be needed, subject to local requirements.

Rio Tinto 2008 Form 20-F     9

     The long term credit ratings of the Group were downgraded in December 2008. See earlier risk factor relating to credit ratings. If the Group’s long term credit ratings are downgraded by Moody’s by another two levels to Baa3, Rio Tinto would be required to make a one off cash payment to the Rio Tinto Pension Fund (UK) to bring the funding level up to 100 per cent on the funding basis agreed with the trustees, or offer an alternative form of security. As at 31 December 2008, the funding deficit was estimated to be £108 million (US$156 million). If the Group is required to make such substantial cash contributions to its pension plans, its financial position and results could be adversely affected.

Labour disputes could lead to lost production and/or increased costs.
Some of the Group’s employees, including employees in non managed operations, are represented by labour unions under various collective labour agreements. The Group may not be able to satisfactorily renegotiate its collective labour agreements when they expire and may face tougher negotiations or higher wage demands than would be the case for non unionised labour. In addition, existing labour agreements may not prevent a strike or work stoppage at its facilities in the future, and any strike or other work stoppage could have a material adverse effect on the Group’s earnings and financial condition.

The Group is dependent on the continued services of key personnel.
The Group’s ability to maintain its competitive position and to implement its business strategy is dependent on the services of its personnel, including key engineering, managerial, financial, commercial, marketing and processing personnel and the maintenance of good labour relations. The loss or diminution in the services of such key personnel, particularly as a result of a reduction in headcount, an inability to attract and retain additional staff, or if the Group does not have a competitive remuneration structure, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

     Competition for personnel with relevant expertise and experience of international best practice in certain of the jurisdictions in which the Group operates, especially for positions in engineering, mining, metallurgy and geological sciences, is intense due to the small pool of qualified individuals and strong demand for such individuals. This may affect the Group’s ability to retain its existing senior management, marketing and technical personnel and attract additional qualified personnel on appropriate terms or at all.

Some of the Group’s technologies are unproven and failures could adversely impact costs and/or productivity.
The Group has invested in and implemented information systems and operational initiatives. Some aspects of these technologies are unproven and the eventual operational outcome or viability cannot be assessed with certainty. Accordingly, the costs, productivity and other benefits from these initiatives and the consequent effects on the Group’s future earnings and financial results may vary widely from present expectations. If the Group’s technology system fails to realise the anticipated benefits, there is no assurance that this would not result in increased costs, interruptions to supply continuity, failure for the Group to realise its production or growth plans or some other adverse affect on operational performance.

The Group’s mining operations are vulnerable to natural disasters, operating difficulties and infrastructure constraints that could have a material impact on its productivity and not all of which are covered by insurance.
Mining operations are vulnerable to natural disasters, including earthquakes, drought, floods, fire, tropical storms and the physical effects of climate change. Operating difficulties, such as unexpected geological variations that could result in significant failure, could affect the costs and viability of its operations for indeterminate periods. Furthermore, downstream activities such as smelting and refining are dependent upon mine production. The Group’s insurance coverage can provide protection from some, but not all, of the costs that may arise from unforeseen events.

     The Group requires reliable roads, rail networks, ports, power sources and water supplies to access and conduct its operations. The availability and cost of this infrastructure affects capital and operating costs and the Group’s ability to maintain expected levels of production and sales. In particular, the Group transports a large proportion of its products by sea. The Group competes with a number of other exporters for limited storage and berthing facilities at ports, which can result in delays in loading the Group’s products and expose the Group to significant delivery interruptions.

     Limitations, or interruptions in, rail or shipping capacity at any port, including as a result of third parties gaining access to the Group’s integrated infrastructure, could impede the Group’s ability to deliver its products on time. This could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

     The Group’s insurance does not cover every potential risk associated with its operations. Adequate coverage at reasonable rates is not always obtainable. In addition, the Group’s insurance may not fully cover its liability or the consequences of any business interruptions such as equipment failure or labour dispute. The occurrence of a significant adverse event not fully or partially covered by insurance, could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

The Group’s costs of close down and restoration, and for environmental clean up, could be higher than expected due to unforeseen changes in legislation, standards and techniques. Underestimated or unidentified costs could have a material adverse impact on the Group’s reputation and results of operations.
Close down and restoration costs include the dismantling and demolition of infrastructure and the remediation of land

Rio Tinto 2008 Form 20-F     10

disturbed during the life of mining and operations. Estimated costs are provided for over the life of each operation based on the net present value of the close down and restoration costs. The estimated costs are updated annually but the provisions might prove to be inadequate due to changes in legislation, standards and the emergence of new restoration techniques. Furthermore the expected timing of expenditure could change significantly due to changes in commodity prices which might substantially curtail the life of an operation. The total provisions as at 31 December 2008 amounted to US$6,011 million (2007 restated: US$6,228 million) as set out in note 27 to the 2008 Financial statements. These provisions could, however, be insufficient in relation to the actual cost of restoration or the cost of remediating or compensating damage including to land or other elements of the environment outside the site boundary. Any underestimated or unidentified close down and restoration costs could have a material and adverse impact on the Group’s reputation as well as its asset values, earnings and cash flows.

Joint ventures and other strategic partnerships may not be successful and non managed projects and operations may not comply with the Group’s standards and as a consequence may adversely affect its reputation and the value of such projects and operations.
The Group participates in several joint venture arrangements and it may enter into further joint ventures in the future. Although the Group has, in relation to its existing joint ventures, sought to protect its interests, joint ventures necessarily involve special risks. Whether or not the Group holds majority interests or maintains operational control in its joint ventures, its partners may:

•		have economic or business interests or goals that are inconsistent with or opposed to those of the Group;
•		exercise veto rights so as to block actions that the Group believes to be in its or the joint venture’s best interests;
•		take action contrary to the Group’s policies or objectives with respect to its investments; or
•		as a result of financial or other difficulties, be unable or unwilling to fulfil their obligations under the joint venture or other agreements, such as contributing capital to expansion or maintenance projects.

Where projects and operations are controlled and managed by the Group’s partners, the Group may provide expertise and advice, but it has limited control with respect to compliance with its standards and objectives. Improper management or ineffective policies, procedures or controls could adversely affect the value of the related non managed projects and operations and, by association, damage the Group’s reputation and thereby harm the Group’s other operations and access to new assets.

Health, safety, environmental and other regulations, standards and expectations evolve over time and unforeseen changes could have an adverse effect on the Group’s earnings and cash flows.
Rio Tinto operates in an industry that is subject to numerous health, safety and environmental laws, regulations and standards as well as community and stakeholder expectations. The Group is subject to extensive governmental regulations in all jurisdictions in which it operates. Operations are subject to general and specific regulations governing mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and statutory authorisations), workplace health and safety, social impacts, trade and export, corporations, competition, access to infrastructure, foreign investment and taxation. Some operations are conducted under specific agreements with respective governments and associated acts of parliament but unilateral variations could diminish or even remove such rights. Evolving regulatory standards and expectations can result in increased litigation and/or increased costs, all of which can have a material and adverse effect on earnings and cash flows.

Cautionary statement about forward looking statements

This document contains certain forward looking statements with respect to the financial condition, results of operations and business of the Rio Tinto Group. The words “intend”, “aim”, “project”, “anticipate”, “estimate”, “plan”, “believes”, “expects”, “may”, “should”, “will”, or similar expressions, commonly identify such forward looking statements.

     Examples of forward looking statements in this Annual report and financial statements include those regarding estimated ore reserves, anticipated production or construction dates, costs, outputs and productive lives of assets or similar factors. Forward looking statements involve known and unknown risks, uncertainties, assumptions and other factors set forth in this document that are beyond the Group’s control. For example, future ore reserves will be based in part on market prices that may vary significantly from current levels. These may materially affect the timing and feasibility of particular developments. Other factors include the ability to produce and transport products profitably, demand for our products, the effect of foreign currency exchange rates on market prices and operating costs, and activities by governmental authorities, such as changes in taxation or regulation, and political uncertainty.

     In light of these risks, uncertainties and assumptions, actual results could be materially different from projected future results expressed or implied by these forward looking statements which speak only as at the date of this report. 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.

Rio Tinto 2008 Form 20-F     11

Item 4.		Information on the Company

INTRODUCTION

Rio Tinto
The Rio Tinto Group combines Rio Tinto plc, which is listed on the London Stock Exchange and headquartered in London, and Rio Tinto Limited, which is listed on the Australian Securities Exchange and has executive offices in Melbourne.

     Businesses include open pit and underground mines, mills, refineries and smelters as well as a number of research and service facilities. The Group consists of wholly and partly owned subsidiaries, jointly controlled assets, jointly controlled entities and associated companies, the principal entities being listed in notes 37 to 40 of the 2008 Financial statements.

     On 31 December 2008, Rio Tinto plc had a market capitalisation of £14.87 billion (US$21.72 billion) and Rio Tinto Limited had a market capitalisation of A$10.86 billion (US$7.66 billion). The Group’s combined market capitalisation in publicly held shares at the end of 2008 was US$29.38 billion.

Operational structure
Rio Tinto’s operational structure is designed to facilitate a clear focus on the Group’s objective. This structure, reflected in this report, is based on the following primary product and business support groups:

•		Aluminium
•		Copper & Diamonds
•		Energy & Minerals
•		Iron Ore
•		Exploration
•		Technology & Innovation

The chief executive of each product group and the global head of each business support group report to the chief executive of Rio Tinto.

Nomenclature and financial data
Rio Tinto plc and Rio Tinto Limited operate as one business organisation, referred to in this report as Rio Tinto, the Rio Tinto Group or, more simply, the Group. These collective expressions are used for convenience only, since both Companies, and the individual companies in which they directly or indirectly own investments, are separate and distinct legal entities.

     “Limited”, “plc”, “Pty”, “Inc”, “Limitada”, “L.L.C.”, “A.S.” or “SA” have generally been omitted from Group company names,except to distinguish between Rio Tinto plc and Rio Tinto Limited. Financial data in United States dollars (US$) is derived from, and should be read in conjunction with, the 2008 Financial statements. In general, financial data in pounds sterling (£) and Australian dollars (A$) have been translated from the consolidated financial statements and have been provided solely for convenience; exceptions arise where data can be extracted directly from source records. Certain key information has been provided in all three currencies in the 2008 Financial statements.

     Rio Tinto Group sales revenue, profit before finance items and tax, net earnings and operating assets for 2007 and 2008 attributable to the product groups and geographical areas are shown in notes 31 and 32 to the 2008 Financial statements. In the Performance section, operating assets and sales revenue for 2007 and 2008 are consistent with the financial information by business unit in the 2008 Financial statements.

     The tables on pages 29 to 32 show production for 2006, 2007 and 2008 and include estimates of proven and probable ore reserves. Words and phrases, often technical, have been used which have particular meanings; definitions of these terms are in the Glossary on pages 197 to 198. The weights and measures used are mainly metric units; conversions into other units are shown on page 199.

History
Rio Tinto’s predecessor companies were formed in 1873 and 1905. The Rio Tinto Company was formed by investors in 1873 to mine ancient copper workings at Rio Tinto, near Seville in southern Spain. The Consolidated Zinc Corporation was incorporated in 1905 to treat zinc bearing mine waste at Broken Hill, New South Wales, Australia.

     The RTZ Corporation (formerly The Rio Tinto-Zinc Corporation) was formed in 1962 by the merger of The Rio Tinto Company and The Consolidated Zinc Corporation.

     CRA Limited (formerly Conzinc Riotinto of Australia Limited) was formed at the same time by a merger of the Australian interests of The Consolidated Zinc Corporation and The Rio Tinto Company.

     Between 1962 and 1995, both RTZ and CRA discovered important mineral deposits, developed major mining projects and also grew through acquisition.

     RTZ and CRA were unified in 1995 through a dual listed companies structure. This means the Group, with its common board of directors, is designed to place the shareholders of both Companies in substantially the same position as if they held shares in a single enterprise owning all of the assets of both Companies.

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     In 1997, the RTZ Corporation became Rio Tinto plc and CRA Limited became Rio Tinto Limited, together known as the Rio Tinto Group. Over the past decade, the Group has continued to invest in developments and acquisitions in keeping with its strategy.

     In 2007, Rio Tinto completed an agreed takeover of the Canadian aluminium producer Alcan Inc. in a US$38 billion transaction that transformed the Group’s aluminium product group into a global leader in aluminium. With copper and iron ore, this gave the Group a leading role in the production of the three key metals associated with the growth and urbanisation of China and other developing countries.

Contact details
Rio Tinto plc is registered in England and Wales under company number 719885 with its registered office at 5 Aldermanbury Square, London, EC2V 7HR (telephone: +44 20 7781 2000). Rio Tinto Limited is registered in Victoria, Australia under ABN 96 004 458 404 with its registered office at Level 33, 120 Collins Street, Melbourne, Victoria 3000 (telephone: +61 3 9283 3333).

Public takeover offers

In November 2007 Rio Tinto received an unsolicited approach from BHP Billiton proposing a combination of the two companies. This was followed in February 2008 by pre-conditional takeover offers which BHP Billiton finally withdrew in November 2008, before the conditions had been satisfied, citing deterioration of near term global economic conditions.

     The board of Rio Tinto gave careful consideration to BHP Billiton’s pre-conditional offers to acquire the whole of the issued share capital of Rio Tinto plc and Rio Tinto Limited. Under this proposal each Rio Tinto share would have been exchanged for 3.4 BHP Billiton shares.

     The board concluded that the pre-conditional offers significantly undervalued Rio Tinto. Accordingly the board unanimously rejected BHP Billiton’s pre-conditional offers as not being in the best interests of shareholders.

     During the term of the offer, the board monitored the situation closely and nothing changed its view that the BHP Billiton bid significantly undervalued Rio Tinto’s assets and future prospects. The board also believed the great majority of synergies that would have resulted would have come from the Rio Tinto assets, and Rio Tinto shareholders would not have been adequately rewarded. Those synergies would, in any event, have been highly dependent on any remedies required by competition regulators and on delivery risk.

Core objective and strategy

Rio Tinto’s core objective is to maximize the long term return to shareholders by finding, mining and processing metal and mineral resources across the globe.

To deliver this objective the Group follows a long term strategy that concentrates on:

•		The discovery of Tier 1 (large, low cost) orebodies that will safeguard our future cash flow.
•		The development of Group assets into safe and efficient large scale, long life and low cost operations to ensure the Group can operate profitably at every stage of the commodity cycle.
•		Operating in an ethical and socially responsible manner that maintains Rio Tinto’s reputation and ensures ongoing access to people, capital and mineral resources.
•		Putting long term sustainable development at the heart of everything the Group does.

RIO TINTO’S STRATEGIC PILLARS

To support and deliver its long term strategy, Rio Tinto structures its activities around the six core strategic pillars below. These pillars are used by each product group and business support group to develop their medium and short term strategic and operational plans. Using this consistent framework ensures that the Group is aligned in the delivery of the long term strategy.

Health and safety
We believe that all incidents and injuries are preventable. Rio Tinto’s aim is to create an environment where all employees and contractors have the knowledge, skills and desires to work safely, so that everyone goes home safe and healthy at the end of each day. In 2009 there will be a renewed focus on implementing the safety programmes currently being rolled out across the Group, with a particular focus on contractor management.

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Operational and financial delivery
The mineral and metal extraction industry is cyclical, but to deliver the maximum value to shareholders the Group must earn positive financial returns at the lowest points of the economic cycle with exceptional returns delivered at times of strong commodity prices. The majority of Rio Tinto’s assets aim to operate in the lower half of the cost curve for their respective industries. Rio Tinto attempts to achieve this through the promotion of management excellence, the application of the latest mining technologies, the constant delivery of business improvement programmes and investment in the asset throughout its lifecycle.

Growth and innovation
The Group’s ability to maintain production growth over long periods in line with demand is underpinned by its reserve position in its key commodities. Rio Tinto believes that a consistent commitment to greenfield and brownfield exploration activity ensures that the Group’s mineral inventory is replenished, and creates a strong pipeline of future development opportunities. The current weak global market has had a significant impact both on commodity prices and customer demand, leading the Group to re-evaluate and cut back on its near term capital expenditure on growth projects. The near term focus is to reduce capital spending yet maintain strategic growth options.

People
Rio Tinto’s workforce consists of both staff and contractors and their safety is the organisation’s first priority. Rio Tinto believes that attracting, developing and retaining a skilled and engaged workforce is critical to business performance. Strategic workforce planning, an integrated talent sourcing and development model, the total rewards architecture and efficient, effective development are examples of the Group wide initiatives that Rio Tinto uses to optimise the value of its workforce. As the Company strives to deliver shareholder value under challenging market conditions, Rio Tinto intends to continue to strive to engage its employees, support the development of critical leadership competencies during periods of change and extend the overall agility of the workforce while helping to sustain business performance.

Communities and environment
Rio Tinto has a strong commitment to all aspects of sustainable development. This is an integral part of the way Rio Tinto conducts its business activities. By focusing on delivering economic prosperity, social wellbeing and environmental stewardship, within strong governance systems, we ensure sustainable development remains at the forefront. While this approach helps us to manage risk, our strong reputation as a socially responsible miner has helped us to win customer preference, giving us improved access to land, people and capital -the three critical resources upon which our business success is built.

Customers and markets
By understanding what our customers value, we develop offerings to help meet their needs and generate superior returns for Rio Tinto. Competitively positioning our businesses in their markets is based on a robust, fact based five year marketing strategy supported by rigorous tactical execution. Effective supply chain integration with our operations and Rio Tinto Marine helps meet customer needs and create value for ourselves by supplying the right products and services at the right time to the right place. While market conditions in 2009 are some of the most challenging we have seen, we intend our investment in sales and marketing capability to help meet the revenue challenge of the down-cycle while retaining the flexibility to take advantage of future growth.

Key performance indicators

Rio Tinto’s core objective and long term strategy dictate key performance indicators (KPIs) that the Group monitors, targets and measures. These KPIs fulfil three roles:

•		To give senior management a means to evaluate the Group’s overall performance from an operational, growth and sustainable development perspective.
•		To provide managers and their teams with clarity and focus on the areas that are critical for the successful achievement of the Group’s goals.
•		To give guidance to the Remuneration committee for short term incentive plan calculation purposes.

KPI trend data
The Group’s performance against each KPI is covered in detail in this annual report on Form 20-F on the pages referenced below. Supporting the data is an explanation of the actions taken by management to maintain and improve the performance of each KPI.

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THE GROUP KPIs

All injury frequency rate (AIFR)
Rio Tinto’s continuous focus on safety in the workplace means that the AIFR is one of the Group’s most important non financial KPIs.

     It is calculated based on the number of injuries per 200,000 man hours worked. This includes medical treatment cases, restricted work day and lost day injuries for employees and contractors.

Total shareholder return (TSR)
TSR measures the Group’s performance against its peers in terms of shareholder wealth generation through dividends and the share price. Rio Tinto’s TSR is calculated by an independent third party. The Group’s TSR performance compared to the FTSE 100 index, the ASX All Ordinaries index and the HSBC Global Mining index, as well as the relationship between TSR and executive remuneration, are shown on page 145 of the Remuneration report. See page 63

Employee engagement
The employee engagement score measures how connected and committed our employees are to Rio Tinto. The first global employee engagement survey was completed in 2008 and this is the first year that the engagement score appears as a KPI. Employee responses to six questions in the survey combine to become the engagement score.

Total greenhouse gas emissions efficiency
Rio Tinto accepts the urgent need for climate change action. Broadly consistent with the Greenhouse Gas Protocol of the World Business Council for Sustainable Development and the World Resources Institute, we calculate total greenhouse gas emissions as direct emissions (Scope 1) plus emissions from imports of electricity (Scope 2), minus electricity and steam exports. Efficiency is a measure of changes in emissions per tonne of product resulting from operational performance improvement.

Underlying earnings
Underlying earnings is the key financial performance indicator used across the Group. It is a measure of earnings that provides insight into the underlying business performance of the Group’s operations. Items excluded from net earnings to arrive at underlying earnings are explained in note 2 of the 2008 Financial statements. See page 63.

Net debt
In December 2008, Rio Tinto announced its commitment to reduce net debt by US$10 billion in 2009, including US$8.9 billion in October 2009.

     Net debt is calculated as: the net total of borrowings, cash and cash equivalents, other liquid resources and derivatives related to net debt. See page 118

Capital expenditure
Capital expenditure tracks new and continuing investment in value added sustaining and growth projects. The Group’s capital projects are listed on pages 26 and 27 in the Capital projects section.

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Group overview

Rio Tinto’s organisational structure is designed to facilitate a clear focus on the Group’s objective. The structure comprises, primarily, four product groups and two business support groups.

Product groups
Aluminium Products Bauxite alumina aluminium metal		The Aluminium product group, Rio Tinto Alcan, is one of the world’s largest producers of bauxite, alumina and aluminium, benefiting from a sustainable, low cost energy supply. It operates mainly in Canada and Australia, with interests in Europe, New Zealand, Africa, South America and the US. The group is organised into four business units, Bauxite & Alumina, Primary Metal, Engineered Products and Packaging, the latter two of which are to be divested.		Underlying earnings contribution * 12%		Number of employees 39,326 Operating assets US$35,730 million Gross sales revenue US$23,839 million Underlying earnings US$1,184 million
Copper & Diamonds Products: Copper in concentrate refined copper gold silver molybdenum magnetite, vermiculite diamonds		The Copper group is a world leader in copper production, comprising Kennecott Utah Copper in the US, and interests in some of the world’s largest copper mines and development projects, including Escondida in Chile, Grasberg in Indonesia, the Resolution and Pebble projects in the US, the Oyu Tolgoi project in Mongolia and the La Granja project in Peru. The Diamonds group is a leading supplier of rough diamonds, comprising interests in the Diavik mine in Canada, the Argyle mine in Australia, and the Murowa mine in Zimbabwe, served by a diamond sales office in Belgium.		Underlying earnings contribution * 17%		Number of employees 8,976 Operating assets US$5,536 million Gross sales revenue US$6,669 million Underlying earnings US$1,758 million
Energy & Minerals Products: Coking and thermal coal uranium titanium dioxide feedstock borates talc		The Energy group is one of the biggest suppliers in its markets, represented in coal by Rio Tinto Coal Australia and Coal & Allied in Australia, and by Rio Tinto Energy America in the US. It also includes uranium interests in Energy Resources of Australia and the Rössing Uranium mine in Namibia, both among the world’s largest uranium operations. The industrial minerals businesses are global leaders in the supply and science of their products, comprising Rio Tinto Minerals, made up of borates and talc operations in the US, South America, Europe and Australia, as well as Rio Tinto Iron & Titanium which has interests in North America, South Africa and Madagascar.		Underlying earnings contribution * 28%		Number of employees 14,278 Operating assets US$5,639 million Gross sales revenue US$10,998 million Underlying earnings US$2,887 million
Iron Ore Products: Iron ore pig iron salt gypsum		The Iron Ore group is the second largest contributor to the world’s seaborne iron ore trade with interests that comprise Hamersley Iron and Robe River in Australia, Iron Ore Company of Canada, Corumbá in Brazil, and the Simandou, Guinea, and Orissa, India, projects. The group includes the HIsmelt® direct iron making plant in Australia, employing a new, cleaner iron making process developed largely by Rio Tinto. It also includes the Dampier Salt operations at three sites in Western Australia.		Underlying earnings contribution * 58%		Number of employees 11,109 Operating assets US$7,632 million Gross sales revenue US$16,527 million Underlying earnings US$6,017 million
Business support groups
Exploration		The Exploration group is organised into five teams based in North America, South America, Australia, Asia and Africa/Europe and a sixth project generation team that searches the world for new opportunities and provides specialized geological, geophysical and commercial expertise to the regional teams.				Number of employees 694
Technology & Innovation		Technology & Innovation has bases in Australia, Canada, the UK and the US. Its role is to identify and promote operational technology best practice across the Group and to pursue step change innovation of strategic importance to the development of orebodies of the future.				Number of employees 351

*		A reconciliation of the net earnings with underlying earnings as determined under IFRS is set out on page 63. All amounts presented by the product groups exclude net interest and other centrally reported items. The aggregate product group underlying earnings contribution of 115 per cent is reduced to 100 per cent by these centrally reported items.

Rio Tinto 2008 Form 20-F     16

Product overview

No one can spend a day without using a metal or mineral. In the production and supply of metals and minerals, Rio Tinto is one of the world’s most diversified companies. Major products are aluminium, iron ore, copper, molybdenum, coal, uranium, diamonds, gold and industrial minerals (borates, titanium dioxide, salt and talc).

Segmental analyses of sales revenue by product and by geographic source and destination have been included in Notes 31 and 32 to the 2008 Financial statements.

Gross revenue by commodity 2008		US$bn				%
Aluminium			23.8				41.0
Coal			7.0				12.0
Copper			4.5				7.7
Diamonds			0.8				1.4
Gold			0.4				0.7
Industrial minerals			3.0				5.2
Iron ore			16.2				27.9
Molybdenum			0.7				1.2
Uranium			1.0				1.7
Other			0.7				1.2
			58.1				100.0

Bauxite, alumina, aluminium
The mineral bauxite is refined into alumina which is smelted into aluminium metal. Aluminium is one of the most widely used metals from tennis racquets to aircraft. Rio Tinto is a leading global supplier of bauxite, alumina and primary aluminium, with an annual production capacity of 35 million tonnes of bauxite, nine million tones of alumina and 4.1 million tonnes of aluminium.

Silver
Silver is a good conductor of electricity and does not corrode. It is used in many electrical and electronic applications and is the principal ingredient of photographic and x-ray film. Silver is also a metal of beauty, used to make lasting products for the home and person. Rio Tinto produces silver as a by-product of its copper production.

Molybdenum
Molybdenum is a metallic element frequently used in alloys with stainless steel and other metals. It enhances the metal’s toughness, high temperature strength and corrosion resistance. We produce molybdenum as a by-product from the Kennecott Utah Copper operations.

Gold
Gold has enjoyed a mystique and value unrivalled by other metals. Most gold that is not stored as bullion for investment purposes goes into jewellery. Gold’s conductivity and non corrosive properties make it a vital fabrication material in technology, electronics, space exploration and dentistry. We produce gold as a by-product from our copper mines.

Coal
Coal is plentiful, relatively inexpensive, and safe and easy to transport. We are one of the world’s largest producers of thermal coal, used for electricity generation in power stations. We also produce higher value coking, or metallurgical, coal which, when treated into coke, is used in furnaces with iron ore to produce steel.

Uranium
Uranium is one of the most powerful natural energy sources known, used in the production of clean, stable, base load electricity. After uranium ore is mined, it is milled into uranium oxide, the mine product that is sent away for further processing into fuel rods for nuclear power stations.

Iron ore
Iron is the key ingredient in the production of steel, one of the most fundamental and durable products for modern day living, from railways to paperclips. Our mines are located in Australia and Canada.

Copper
About two thirds of copper production is used in electrical applications due to its high conductivity. It helps power our lives, in homes and factories, cars, computers, phones and equipment. Further major uses are in air conditioning and refrigeration, plumbing and roofing. Rio Tinto produces about five per cent of world mined copper.

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Borates
Mineral borates are used in hundreds of products and processes. They are a vital ingredient of many home, garden and beauty care products, and have many automotive applications. They are commonly used in vitreous applications such as fibreglass products and high temperature glasses and enamels. About half of the world’s borates come from Rio Tinto’s Boron mine in California.

Diamonds
Gem diamonds share the role with gold as a luxury commodity in jewellery. Rio Tinto offers diamond products across a wide range, from the pink, champagne and cognac stones from Argyle in Australia, to the spectacular whites of Diavik in Canada and Murowa in Zimbabwe.

Salt
Dampier Salt is the world’s largest salt exporter. Salt is one of the basic raw materials for the chemicals industry and is indispensable to a wide array of automotive, construction and electronic products, as well as for water treatment, food and healthcare.

Talc
Talc is hydrated magnesium silicate and is the softest rock in the world. It is an important ingredient in the manufacture of paper, paints, moulded plastics for cars and other familiar products. Our talc subsidiary Rio Tinto Minerals serves more than 1,000 customers in more than 100 countries.

Gypsum
Gypsum is a key ingredient in wallboard, plaster, cement and is used in agriculture markets. Rio Tinto’s Dampier Salt operations at Lake MacLeod, Australia, provide high quality natural gypsum to the markets in Africa, Asia and Australia.

Titanium dioxide
The minerals ilmenite and rutile, together with titanium slag, can be transformed into a white titanium dioxide pigment or titanium metal. The white pigment is a key component in paints, plastics, paper, inks, textiles, food, sunscreen and cosmetics. Titanium metal’s key properties of lightweight, chemical inertness and high strength make it ideal for use in medical applications and in the aerospace industry.

Sulphuric acid
Sulphuric acid is one of the most important industrial chemicals with a wide range of uses. It is produced as a by-product of Rio Tinto’s copper smelting operations at Kennecott Utah Copper.

Rio Tinto 2008 Form 20-F     18

Market review

Competitive environment
Rio Tinto is a major producer in all the metals and minerals markets in which it operates. It is generally among the top five global producers by volume in each such market. It has market shares for different commodities ranging from five per cent to 40 per cent.
      Most of Rio Tinto’s competitors are private sector companies which are publicly quoted. Several are, like Rio Tinto, diversified in terms of commodity exposure, but others are focused on particular commodities. Metal and mineral markets are highly competitive particularly since commodity prices are subject to price declines in real terms as a result of productivity gains, increasing technical sophistication, better management and advances in information technology.
      High quality, long life mineral resources, the basis of attractive financial returns, are relatively scarce. Nevertheless, Rio Tinto holds interests in some of the world’s largest deposits.

Economic overview
Between 2004 and 2007 the world economy grew at an average rate of around five per cent a year on a purchasing power parity basis (source: IMF). This favourable economic environment generated strong year on year growth in demand for commodities. Although the mining industry responded by raising levels of investment, there were significant lags in bringing on new capacity. Consequently, growth in demand for certain commodities outpaced growth in supply, causing prices for those commodities to increase.
      A significant portion of the growth in demand during this period was attributable to China, which experienced rapid economic growth as it entered a phase of mass urbanisation and industrialisation. China’s GDP expanded by 13 per cent in 2007 (source: Chinese National Statistics) and its consumption of copper and aluminium increased by 35 per cent and 43 per cent, respectively, according to the World Bureau of Metal Statistics.
      Spot commodity prices eased slightly in the latter part of 2007 but during the first half of 2008 the global economy continued to grow at a rate above the long term average. At the same time, metal and mineral production levels were limited by a series of disruptions and constraints on the supply of certain inputs. In part as a consequence of these factors, Australian iron ore benchmark prices for the 2008-9 marketing year were increased by 80 to 98 per cent compared to previous levels, coking coal benchmark prices increased by 211 per cent and thermal coal benchmark prices increased by 99 per cent. The West Texas Intermediate oil benchmark price peaked at US$147 per barrel in mid July 2008 and during the same month, copper prices reached a record level of almost US$9,000 per tonne.
      During the third quarter of 2008, however, global economic conditions began to deteriorate, in part as a result of turbulence in the financial markets stemming from the sub-prime mortgage crisis in the US. In particular, the bankruptcy of Lehman Brothers, the US investment bank, in September 2008, contributed to an acceleration of economic deterioration. Following the bankruptcy, risk premiums expanded significantly and lending and general access to financing contracted. Governments around the world took action to restore confidence in financial markets and improve liquidity, including purchasing distressed assets, providing loan guarantees and through direct capital injections.
      Despite these measures, financial turbulence continued during 2008 and contributed to a decline in global economic growth and the emergence of recessionary conditions in certain countries. In particular, the US, UK, Eurozone and Japan all experienced declines in GDP during the second half of 2008 and China’s economy grew at a slower rate in 2008 than in prior years. Slowing growth in China and certain other developing countries reflected the fact that those economies were much more dependent on external demand than was previously expected and is a result of the absolute fall in exports relative to expectations. In the case of China the lagged impact of previous policy tightening, declines in equity markets and a correction in a slightly overheating property market have also contributed to the deceleration in growth. Activity in the housing and automotive sectors has fallen alongside a fall in consumer confidence.
      The deterioration in global economic conditions since the third quarter of 2008 has had a significant impact on demand for, and prices of, metals and minerals. Previous conditions of market shortages have been transformed into excess supply. Combined primary base metals stocks on the LME doubled during the second half of 2008, to their highest level since the mid-1990s. This trend has been most notable in the case of aluminium. For metals such as copper, where supply growth has been more limited, there has been a much lower rise in visible stocks.
      Prior to the economic downturn, metals prices were well in excess of the marginal costs of production, reflecting strong demand and constraints in supply. As a result of declining demand stemming from the deterioration in global economic conditions, the LMEX base metals price index (a basket of the main LME traded base metals) finished the year 60 per cent below its March 2008 peak. Spot aluminium and nickel prices finished 2008 at around US$1,500 per tonne and US$11,000 per tonne, respectively, their lowest since 2003. Spot copper prices ended 2008 at approximately half of their level at the beginning of the year and their lowest since 2005.
      The majority of Rio Tinto’s iron ore and coal production is sold at annual contracted prices rather than on the spot market. Accordingly, Rio Tinto is experiencing significant deterioration in the pricing environment for these commodities. However, it reduced production of iron ore towards the end of the year as a result of declining demand associated with lower steel production in Europe and Asia.
      The impact of the deterioration in economic conditions on industrial minerals prices has been less significant.

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Gold prices have increased, reflecting weak growth in supply as well as gold’s attractiveness to some investors in times of increased financial uncertainty.

     Adverse economic developments during 2008 have led to a shift in focus from maximising output to capital management and cost saving. Despite this, Rio Tinto also believes that recent developments have highlighted the value of pursuing a strategy of investing in Tier 1 mining assets, which are generally able to generate positive margins over the whole of the economic cycle.

Marketing channels
Rio Tinto’s marketing channels are described under ‘Marketing’ on page 113.

Governmental regulation
Rio Tinto is subject to extensive governmental regulation affecting all aspects of its operations and consistently seeks to apply best practice in all of its activities. Due to Rio Tinto’s product and geographical spread, there is unlikely to be any single governmental regulation that could have a material effect on the Group’s business. Rio Tinto’s operations in Australia, New Zealand, and Indonesia are subject to state, provincial and federal regulations of general application governing mining and processing, land tenure and use, environmental requirements, including site specific environmental licences, permits and statutory authorisations, workplace health and safety, trade and export, corporations, competition, access to infrastructure, foreign investment and taxation. Some operations are conducted under specific agreements with the respective governments and associated acts of parliament. In addition, Rio Tinto’s uranium operations in the Northern Territory, Australia and Namibia are subject to specific regulation in relation to mining and the export of uranium.
      US and Canada based operations are subject to local, state, provincial and national regulations governing land tenure and use, environmental aspects of operations, product and workplace health and safety, trade and export administration, corporations, competition, securities and taxation. In relation to hydro-electric power generation in Canada, water rentals and royalties, as well as surplus power sales, are regulated by the Quebec and British Columbia provincial governments.
      The South African Mineral and Petroleum Resources Development Act 2002 read in conjunction with the Empowerment Charter for the South African Mining Industry, targets the transfer (for fair value) of 26 per cent ownership of existing South African mining assets to historically disadvantaged South Africans (HDSAs) within ten years. Attached to the Empowerment Charter is a “scorecard” by which companies will be judged on their progress towards empowerment and the attainment of the target transfer of 26 per cent ownership. The scorecard also provides that in relation to existing mining assets, 15 per cent ownership should vest in HDSAs within five years of 1 May 2004. Rio Tinto anticipates that the government of South Africa will continue working towards the introduction of new royalty payments in respect of mining tenements, expected to become effective during 2009.

Environmental regulation
Rio Tinto measures its performance against environmental regulation by rating incidents on a low, moderate, high, or critical scale of likelihood and consequence of impacting the environment. High and critical ratings are reported to the Executive committee and the Committee on social and environmental accountability, including progress with remedial actions. Prosecutions and other breaches are also used to gauge Rio Tinto’s performance. In 2008, there were 17 high or critical environment incidents at Rio Tinto managed operations compared with nine in 2007. Of the 17 incidents, 11 occurred at former Alcan Inc. operations acquired in October 2007. These incidents were of a nature to impact the environment or may have concerned local communities. Of these, one affected air quality, nine resulted from water discharge and seven were spills. Examples of these include:

•		Discharges of bauxite residue and also acid into the local river at Vaudreuil, Canada
•		Loss of transformer oil into groundwater following a fire at Anglesey, Wales
•		Discharge of mine water off site following the failure of a pipeline flange at Bengalla, Australia
•		Slow leakage of water from a drain point following failure of a valve that resulted in unlicensed discharge from a dam at Mount Thorley Warkworth, Australia
•		Oil leakage from a sump into surrounding soil at Richards Bay, South Africa
•		Acid spray from a storage tank onto surrounding soil as a result of mechanical failure of an inlet supply pipe at Rössing, Namibia
•		Oil overflow from a truck onto soil during maintenance activities at an electrical substation at Chute des Passes, Canada
•		Processing liquor releases to a sea water channel from holding ponds at Gove, Australia
•		Oily stormwater release from a light fuel tank farm which exceeded waste discharge license limits at Gove, Australia
•		Overflow of residue mud into a natural channel from holding ponds during a high rainfall event at Gove, Australia
•		Air emission concentrations of fluoride and particulates that exceeded monthly permit limits at Kitimat, Canada
•		Hydrocarbon leakage from an underground pipe at NZAS, New Zealand.

Rio Tinto 2008 Form 20-F     20

Trend information
Demand for the Group’s products is closely aligned with global GDP. Changes in the GDP of developing countries will generally have a greater impact on demand for commodities such as iron ore and coal, which are significant inputs in the development and improvement of infrastructure. Conversely, changes in the GDP of developed countries will have a greater impact on industrial minerals, which have many applications in consumer products. Copper is used in a wide range of applications and demand for it has tended to grow in line with or slightly faster than global GDP. Trends in production of the Group’s minerals and metals, gross sales revenue and underlying earnings are set out in the Performance section of this 2008 Annual report.

Outlook for 2009

Following the sharp decline in industrial output during the second half of 2008, many metals markets have entered 2009 with prices at their lowest level in several years. Whilst the precise shape and length of the current downturn is uncertain, economic activity continues to decline and forward indicators suggest any recovery is unlikely to begin until the second half of the year. The current pace of contraction is such that a large body of commentators expect the world economy in 2009 to record its first year on year fall since the Second World War.
      This poor macroeconomic outlook prevails despite government attempts to bolster economic activity through fiscal spending and tax reductions as well as reducing interest rates and injecting cash into lending markets. However, lower equity and housing prices are putting downward pressure on indebted consumers and expectations of a prolonged downturn and tighter access to finance are holding back investment and trade.
      Even when a recovery does take place the strength of the upturn may be muted. Recessions associated with reduced credit and declines in house and equity values are typically deeper and are longer than other downturns. Deleveraging of balance sheets, the need to rebuild savings and for governments to eventually rein in ballooning fiscal deficits will restrict future rates of growth.
      In the case of the Chinese economy, which now accounts for one third of commodity consumption and to which metals markets are therefore particularly exposed, growth came to a standstill towards the end of 2008. Projections for 2009 have fallen alongside this observed slowdown and greater recognition of trade and investment linkages to other parts of the world. The central government has responded aggressively, announcing a four trillion renminbi (US$585 billion) stimulus package last November.
      This has a particular focus on metals intensive public infrastructure spending. Reductions in interest rates and easing in bank reserve ratios will also allow for greater lending whilst cuts in taxes will be additional contributions to the direct spending stimulus. But whilst these measures will be supportive there are significant headwinds from weaker export demand. An inventory overhang is expected to hold back any immediate recovery in housing activity.
      Chinese metals demand is expected to rise at a single digit rate in 2009. This is much slower than the over 20 per cent rates of growth realised in recent years and will not be enough to offset a much bigger decline in consumption in other markets. These headline annual changes mask a quarterly pattern of improvement in metals demand over the course of the year but given the development of a large stock and capacity overhang, even with this profile, prices seem unlikely to be able to stage much of a rebound during 2009.
      More positively, despite reductions in costs, many metals prices are now below the operating costs of marginal industry producers and the supply side of the industry is responding. This suggests that further downside risk to prices is becoming limited.
      Spot prices in bulk commodity markets are currently below benchmark price levels set in the first half of 2008. However, the outcome of price negotiations for the 2009/10 marketing year will depend on the extent and timing of any recovery in spot markets as destocking cycles end and economic growth bottoms out.

Rio Tinto 2008 Form 20-F     21

Locations

Note
Rio Tinto has announced its intention to divest both the Packaging and Engineered Products business units. Sites relating to these business units are not shown.

Rio Tinto 2008 Form 20-F     22

Locations (continued)

Rio Tinto 2008 Form 20-F     23

Locations (continued)

Australia and Asia activities

Australia is home to our core iron ore and metallurgical coal businesses as well producing bauxite, alumina, uranium, copper, talc and salt.

Energy & Minerals group

Rio Tinto 2008 Form 20-F     24

Locations (continued)

Europe, Africa and Middle East activities
In Europe and the Middle East we have aluminium production, copper, in Namibia, uranium, and in Madagascar, ilmenite.

Iron Ore group

Rio Tinto 2008 Form 20-F     25

Capital Projects

Rio Tinto has committed to reduce net debt by US$10 billion in 2009

On 10 December 2008, Rio Tinto announced the following key initiatives and commitments to reduce net debt by US$10 billion in 2009, including US$8.9 billion due in October 2009:

•		Reduction of capital expenditure for 2009 from US$8.5 billion in 2008 to US$4 billion, while retaining future growth options.
•		Capital expenditure to be reduced to sustaining levels in 2010 in the absence of an improvement in commodity market conditions.
•		Reduction of controllable operating costs by at least US$2.5 billion per annum in 2010.
•		Reduction in global employment levels of 14,000 roles (8,500 contractor and 5,500 employees).
•		Expanded scope of assets targeted for divestment including significant assets not previously highlighted for sale.

Rio Tinto continued to invest heavily in its capital projects during 2008 with financing provided by internally generated funds. The focus for 2009 is expected to be on the ongoing capital projects set out below.

Rio Tinto share 100% unless stated		Estimated cost		Status/milestones
		100% basis
		US$m
Ongoing
Iron ore – Expansion of Pilbara iron ore mines and infrastructure to 220 mtpa and beyond.		3,600 * 900		Expansion of Hope Downs from 22 mtpa to 30 mtpa (US$350 million on 100% basis — Rio Tinto share is 50%) is expected to be completed during the first quarter of 2009. Further capital expenditure is required to maintain the capacity of the Pilbara mines at 220 mtpa.
Alumina – Expansion of Yarwun alumina refinery from 1.4 to 3.4 mtpa.		1,800 * 650		The expansion of Yarwun will be reviewed in light of the proposed strategic partnership with Chinalco. Subject to a commercial agreement with Chinalco (50% share), Yarwun is expected to complete the project and make its first shipment in the second half of 2011.
Alumina – Expansion of the Gove alumina refinery from 2.0 to 3.0 mtpa		2,300 * 100		Gove is expected to reach a 3.0 mtpa operating rate in 2009.
Diamonds – Argyle underground development and open pit cutback.		1,500 * 78		In January 2009 Rio Tinto announced that the Argyle underground mining project will be slowed to critical development activities. Full production is expected to take place in 2013.
Diamonds – Diavik (Rio Tinto: 60%) underground development.		787 * 88		The project has been slowed with first underground production expected to commence in the fourth quarter of 2009.
Coking coal – Kestrel (Rio Tinto: 80%) extension and expansion.		991 30		The project has been slowed to critical development activities. Coking coal production at Kestrel is forecast to reduce by 15 per cent in 2009 in response to the slowdown in the global steel industry.
Thermal coal – Clermont (Rio Tinto: 50.1%) replacement of Blair Athol.		1,290 * 300		The project remains on track with first coal expected in the first quarter of 2010, ramping up to full capacity of 12.2 mtpa by 2013.
Molybdenum – Construction of a new Molybdenum Autoclave Process (MAP) facility at Kennecott Utah Copper.		270 * 20		The project has been delayed but the option to re-start development has been retained.
Aluminium – Modernisation of the Kitimat aluminium smelter in British Columbia, Canada.		300 * 100		Further approval was given in October 2008 bringing the current project funding total to over US$500 million. The overall project timing has been prolonged.
Aluminium – Construction of a new 225MW turbine at the Shipshaw power station in Saguenay, Quebec, Canada.		228 * 100		Approved in October 2008, the project remains on track and is expected to be completed in December 2012
Aluminium – Arvida pilot plant using groundbreaking AP50 smelting technology.		444 * 100		The overall project timing has been prolonged.
Nickel – Development of Eagle mine in Michigan, US.		297 * 9		The project has been deferred until market conditions recover and local permitting is completed.

Note

Rio Tinto 2008 Form 20-F      26

Capital projects

The previously announced iron ore expansion at Iron Ore Company of Canada (US$768 million for phases one and two) has been suspended until market conditions recover.

     In January 2009 Rio Tinto announced the postponement of the US$371 million Automated Train Operations programme in Western Australia and the suspension of the Northparkes US$229 million E48 block cave project.

     Sustaining capital expenditure in 2009 for the Group is estimated to be approximately US$2.0 billion.

     Capital expenditure plans for 2010 will be reviewed throughout the year, assessing current and future market conditions. Capital expenditure levels will be reduced towards sustaining capital levels, if current demand and pricing weakness continues. Evaluation work at many of the advanced projects, notably Simandou, La Granja and Resolution has been considerably scaled back in light of current economic conditions.

     The central exploration budget for 2009 has been cut by approximately 60 per cent to US$100 million.

Completed in 2008
Aluminium – Development of the 360,000 tonne per annum greenfield Sohar smelter in Oman (Rio Tinto: 20%).			1,700			Approved in February 2005, first hot metal was produced in June 2008.
Aluminium – Aluminium Spent potlining recycling plant in Quebec			225			Approved in September 2006, the plant commenced operations in June 2008.
Titanium dioxide – Construction by QMM (Rio Tinto: 80%) of a greenfield ilmenite operation in Madagascar and associated upgrade of processing facilities at QIT in Canada.			1,000			Construction is substantially complete. First production of ilmenite took place at the end of 2008.
Iron ore – Cape Lambert port expansion (Rio Tinto: 53%) from 55 to 80 million tones per annum and additional rolling stock and infrastructure.			952			Approved in January 2007, the project was completed at the end of 2008, ahead of time and within budget. Progressive capacity will ramp up in the first half of 2009.
Completed in 2007
Iron ore – Expansion of Hamersley’s Mount Tom Price mine to 28 million tonnes per annum capacity.			226			Project completed in March 2007.
Iron ore – Brownfields mine expansion of Hamersley’s (Rio Tinto 100%) Yandicoogina mine from 36 million tonnes per annum to 52 million tonnes per annum.			530			First ore was produced in May 2007, with the project completed at the end of the third quarter of 2007 on time and on budget.
Iron ore – Expansion of Hamersley’s Dampier port (Phase B) from 116 million tonnes per annum to 140 million tonnes per annum capacity and additional rolling stock and infrastructure.			803			This project was completed at the end of 2007 on schedule and on budget.
Iron ore – Hope Downs development (Rio Tinto share: 50% of mine and 100% of infrastructure). Construction of 22 million tonnes per annum mine and related infrastructure.			980			First production occurred in November 2007, three months ahead of schedule. The first train load took place in December 2007.
Completed in 2006
Iron ore — Expansion of Hamersley Iron’s Tom Price and Marandoo mines and construction of new mine capacity at Nammuldi.			290			The Marandoo and Nammuldi components are complete and Tom Price was completed during first quarter of 2007.
Iron ore – Expansion by Robe River (Rio Tinto: 53%) of rail capacity including completion of dual tracking of 100 km mainline section.			200			The project was completed on budget and ahead of schedule.
Copper – Escondida sulphide leach (Rio Tinto: 30%). The project is expected to produce 180,000 tonnes per annum of copper cathode for more than 25 years.			925			The first cathode production from the sulphide leach plant occurred in June 2006.
Titanium dioxide – expansion of annual capacity at UGS plant from 325,000 tonnes to 375,000 tonnes.			79			The project was completed in October three months ahead of schedule and under budget.
Boric acid — Phase 2 of Rio Tinto Minerals boric acid expansion			50			The project was completed on schedule and under budget.
Coking coal – Hail Creek (Rio Tinto: 82%) Expansion of annual capacity from 6 million tonnes to nameplate 8 million tonnes per annum, with washing plant increased to 12 million tonnes per annum.			223			The new dragline was commissioned early in the third quarter of 2006.

Rio Tinto 2008 Form 20-F      27

Acquisitions

Asset						Status
		Cost
		US$m
Acquired in 2008
None		–
Acquired in 2007
Aluminium – Alcan Inc			38,652			Acquisition of Alcan Inc announced in July 2007 and completed in October 2007
Energy – Hydrogen Energy (Rio Tinto: 50%)			35			Joint venture with BP
Diamonds & Industrial Minerals – Dampier Salt (Rio Tinto: 3%)			19			The purchase of a 3% interest in Dampier Salt from a minority shareholder that increased the Group’s total interest to 68.4%.
Acquired in 2006
Copper – Ivanhoe Mines (Rio Tinto: 9.9%)			303			Agreement to acquire a strategic stake including, upon completion of satisfactory a long term investment agreement with the Mongolian government, a second tranche of 9.9% for US$338m.
Copper – Northern Dynasty Minerals (Rio Tinto: 9.9%)						Increased stake to 19.8% during February 2007

Divestitures

Asset		Proceeds				Status
		US$m
Divested in 2009
Energy – Jacobs Ranch			761			Sale, subject to completion, to Arch Coal, Inc
Iron ore – Corumbá mine			750			Sale, subject to completion, to Vale
Potash – Projects in Argentina and Canada			850			Sold to Vale
Aluminium – Ningxia smelter (Rio Tinto: 50%)			125			Sold to Qingtongxia Aluminium Group
Divested in 2008
Titanium dioxide – Richards Bay Minerals (Rio Tinto: 12%)			228			Sale by Rio Tinto and BHP, subject to completion, of a combined 24% stake to a Black Economic Empowerment consortium
Uranium – Kintyre project			495			Sold to a joint venture
Silver, Zinc – Greens Creek mine (Rio Tinto: 70%)			750			Sale completed to Hecla Mining, the Group’s minority partner.
Gold – Cortez Joint Venture (Rio Tinto: 40%)			1,695			Sold to Barrick Gold, the Group’s partner, for cash plus a deferred bonus payment and contingent royalty interest.
Divested in 2007
Diamonds and Industrial Minerals – Lassing and Ennsdorf			6			Rio Tinto Minerals disposed of its operations at Lassing and Ennsdorf for consideration of $6m.
Divested in 2006
Aluminium – Eurallumina SpA (Rio Tinto: 56.2%)			n/a			Sold to RUSAL
Diamonds – Ashton Mining of Canada Inc (Rio Tinto: 51.7%)			n/a			Sold to Stornaway Diamond Corporation for US$26m plus shares representing an interest of 17.7%.

Rio Tinto 2008 Form 20-F      28

Metals and minerals production

Rio Tinto share 100% unless stated

						2008								2007								2006
						Production (a)								Production (a)								Production (a)
		Rio Tinto				Total				Rio Tinto				Total				Rio Tinto				Total				Rio Tinto
		% share (b)								share								share								share
ALUMINA (‘000 tonnes)
Eurallumina (Italy) (c)			—				—				—				—				—				914				513
Gardanne (France) (d)			100.0				38				38				21				21				—				—
Gove (Australia) (d)			100.0				2,325				2,325				405				405				—				—
Jonquiere (Canada) (d)			100.0				1,370				1,370				252				252				—				—
Queensland Alumina (Australia) (d) (e)			80.0				3,842				3,074				3,816				1,766				3,871				1,494
Sao Luis (Alumar) (Brazil) (d)			10.0				1,504				150				288				29				—				—
Yarwun (Australia) (d)			100.0				1,293				1,293				1,260				1,260				1,240				1,240
Speciality Plants (Canada/France/Germany) (d)			100.0				759				759				144				144				—				—
Rio Tinto total											9,009								3,877								3,247
ALUMINIUM (refined) (‘000 tonnes)
Alma (Canada) (d)			100.0				424.1				424.1				80.1				80.1				—				—
Alouette (Sept-Iles) (Canada) (d)			40.0				572.1				228.8				108.9				43.5				—				—
Alucam (Edea) (Cameroon) (d)			46.7				91.1				42.5				18.8				8.8				—				—
Anglesey (UK) (f)			51.0				118.0				60.2				146.6				74.7				144.3				73.6
Arvida (Canada) (d)			100.0				172.2				172.2				31.8				31.8				—				—
Beauharnois (Canada) (d)			100.0				49.6				49.6				9.8				9.8				—				—
Becancour (Canada) (d)			25.1				414.5				103.8				80.1				20.1				—				—
Bell Bay (Australia) (f)			100.0				178.5				178.5				176.9				176.9				176.2				176.2
Boyne Island (Australia) (f)			59.4				556.4				330.5				547.6				325.3				546.5				324.5
Dunkerque (France) (d)			100.0				254.1				254.1				49.5				49.5				—				—
Grande-Baie (Canada) (d)			100.0				212.1				212.1				39.7				39.7				—				—
ISAL (Reykjavik) (Iceland) (d)			100.0				187.4				187.4				35.0				35.0				—				—
Kitimat (Canada) (d)			100.0				247.3				247.3				46.8				46.8				—				—
Lannemezan (France) (d)			100.0				5.2				5.2				5.0				5.0				—				—
Laterriere (Canada) (d)			100.0				234.2				234.2				44.0				44.0				—				—
Lochaber (UK) (d)			100.0				42.9				42.9				8.3				8.3				—				—
Lynemouth (UK) (d)			100.0				164.6				164.6				33.3				33.3				—				—
Ningxia (Qingtongxia) (China) (d) (g)			50.0				162.9				81.5				30.9				15.5				—				—
Sebree (USA) (d)			100.0				197.4				197.4				36.8				36.8				—				—
Shawinigan (Canada) (d)			100.0				100.1				100.1				18.3				18.3				—				—
Sohar (Oman) (h)			20.0				48.8				9.8				—				—				—				—
SORAL (Husnes) (Norway) (d)			50.0				171.3				85.7				32.0				16.0				—				—
St-Jean-de Maurienne (France) (d)			100.0				129.8				129.8				25.2				25.2				—				—
Tiwai Point (New Zealand) (f)			79.4				315.5				250.4				351.1				278.7				335.3				266.1
Tomago (Australia) (d)			51.6				523.3				269.8				97.4				50.2				—				—
Rio Tinto total											4,062.4								1,473.2								840.4
BAUXITE (‘000 tonnes)
Awaso (Ghana) (d) (i)			80.0				796				637				216				173				—				—
Gove (Australia) (d)			100.0				6,245				6,245				985				985				—				—
Porto Trombetas (MRN) (Brazil) (d)			12.0				18,063				2,168				3,392				407				—				—
Sangaredi (Guinea) (d)			(j	)			13,181				5,932				2,502				1,126				—				—
Weipa (Australia)			100.0				20,006				20,006				18,209				18,209				16,319				16,319
Rio Tinto total											34,987								20,900								16,319
BORATES (‘000 tonnes) (k)
Rio Tinto Minerals — Boron (US)			100.0				591				591				541				541				538				538
Rio Tinto Minerals — Argentina (Argentina)			100.0				19				19				19				19				15				15
Rio Tinto total											610								560								553
COAL — HARD COKING (‘000 tonnes)
Rio Tinto Coal Australia
Hail Creek Coal (Australia)			82.0				6,049				4,960				5,012				4,110				4,544				3,726
Kestrel Coal (Australia)			80.0				3,089				2,471				2,586				2,069				2,729				2,183
Rio Tinto total hard coking coal											7,431								6,179								5,909

Rio Tinto 2008 Form 20-F     29

Metals and minerals production (continued)

						2008								2007								2006
						Production (a)								Production (a)								Production (a)
		Rio Tinto				Total				Rio Tinto				Total				Rio Tinto				Total				Rio Tinto
		% share (b)								share								share								share
COAL — OTHER* (‘000 tonnes) Rio Tinto Coal Australia
Bengalla (Australia)			30.3				5,357				1,622				5,155				1,561				5,544				1,679
Blair Athol (Australia)			71.2				10,194				7,262				7,924				5,645				10,190				7,259
Hunter Valley Operations (Australia)			75.7				10,751				8,139				10,094				7,642				12,024				9,104
Kestrel Coal (Australia)			80.0				929				744				1,035				828				863				691
Mount Thorley Operations (Australia)			60.6				2,949				1,786				2,924				1,771				3,895				2,359
Tarong Coal (Australia) (l)			—				262				262				4,510				4,510				6,979				6,979
Warkworth (Australia)			42.1				6,039				2,540				5,775				2,430				7,342				3,089
Total Australian other coal											22,356								24,388								31,159
Rio Tinto Energy America
Antelope (US)			100.0				32,474				32,474				31,267				31,267				30,749				30,749
Colowyo (US)			(m	)			4,446				4,446				5,077				5,077				5,754				5,754
Cordero Rojo (US)			100.0				36,318				36,318				36,712				36,712				36,094				36,094
Decker (US)			50.0				5,939				2,970				6,340				3,170				6,449				3,225
Jacobs Ranch (US) †			100.0				38,206				38,206				34,565				34,565				36,258				36,258
Spring Creek (US)			100.0				16,341				16,341				14,291				14,291				13,181				13,181
Total US coal											130,755								125,083								125,260
Rio Tinto total other coal											153,111								149,471								156,419
COPPER (mined) (‘000 tonnes)
Bingham Canyon (US)			100.0				238.0				238.0				212.2				212.2				265.6				265.6
Escondida (Chile)			30.0				1,281.7				384.5				1,405.5				421.6				1,313.4				394.0
Grasberg — Joint Venture (Indonesia) (n)			40.0				521.2				7.1				569.4				28.4				115.5				46.2
Northparkes (Australia)			80.0				24.8				19.8				43.1				34.5				83.3				66.6
Palabora (South Africa) (o)			57.7				85.1				49.1				71.4				41.2				61.5				31.1
Rio Tinto total											698.5								737.9								803.5
COPPER (refined) (‘000 tonnes)
Escondida (Chile)			30.0				257.5				77.3				238.4				71.5				134.4				40.3
Kennecott Utah Copper (US)			100.0				200.6				200.6				265.6				265.6				217.9				217.9
Palabora (South Africa) (o)			57.7				75.9				43.8				91.7				52.9				81.2				40.9
Rio Tinto total											321.6								390.0								299.2
DIAMONDS (‘000 carats)
Argyle (Australia)			100.0				15,076				15,076				18,744				18,744				29,078				29,078
Diavik (Canada)			60.0				9,225				5,535				11,943				7,166				9,829				5,897
Murowa (Zimbabwe)			77.8				264				205				145				113				240				187
Rio Tinto total											20,816								26,023								35,162
GOLD (mined) (‘000 ounces)
Barneys Canyon (US)			100.0				5				5				11				11				15				15
Bingham Canyon (US)			100.0				368				368				397				397				523				523
Cortez/Pipeline (US) (p)			—				72				29				538				215				444				178
Escondida (Chile)			30.0				144				43				187				56				170				51
Grasberg — Joint Venture (Indonesia) (n)			40.0				—				—				2,689				423				238				95
Greens Creek (US) (q)			—				18				12				68				48				63				44
Northparkes (Australia)			80.0				32				26				79				63				95				76
Rawhide (US) (r)			100.0				18				9				19				10				26				13
Others			—				14				8				19				11				18				9
Rio Tinto total											501								1,233								1,003
GOLD (refined) (‘000 ounces)
Kennecott Utah Copper (US)			100.0				303				303				523				523				462				462