Filed by: BHP Billiton Plc

and BHP Billiton Limited

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rio Tinto plc

Commission File No.: 001-10533

The following are slides comprising a presentation that was given on June 24, 2008, and was subsequently amended to edit the footnote on slide 31 to show BHP Billiton attributable Mineral Resource and Ore Reserve figures for FY2006 and FY2007. The amended version of this presentation has been posted to www.bhpbilliton.com, replacing the version that was originally posted there.

London and Sydney

24 June 2008

Steelmaking Materials Briefing

Slide 2

Disclaimer

By

reviewing/attending

this

presentation

you

agree

to

be

bound

by

the

following

conditions.

The

directors

of

BHP

Billiton

Limited

and

BHP

Billiton

Plc

(“BHP

Billiton")

accept

responsibility

for

the

information

contained

in

this

presentation.

Having

taken

all

reasonable

care

to

ensure

that

such

is

the

case,

the

information

contained

in

this

presentation

is,

to

the

best

of

the

knowledge

and

belief

of

the

directors

of

BHP

Billiton,

in

accordance

with

the

facts

and

contains

no

omission

likely

to

affect

its

import.

Subject

to

the

above,

neither

BHP

Billiton

nor

any

of

its

directors,

officers,

employees

or

advisers

nor

any

other

person

makes

any

representation

or

warranty,

express

or

implied,

as

to,

and

accordingly

no

reliance

should

be

placed

on,

the

fairness,

accuracy

or

completeness

of

the

information

contained

in

the

presentation

or

of

the

views

given

or

implied.

To

the

extent

permitted

by

law,

neither

BHP

Billiton

nor

any

of

its

directors,

officers,

employees

or

advisers

nor

any

other

person

shall

have

any

liability

whatsoever

for

any

errors

or

omissions

or

any

loss

howsoever

arising,

directly

or

indirectly,

from

any

use

of

this

information

or

its

contents

or

otherwise

arising

in

connection

therewith.

Information

about

Rio

Tinto

plc

and

Rio

Tinto

Limited

("Rio

Tinto")

is

based

on

public

information

which

has

not

been

independently

verified.

This

presentation

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information

purposes

only

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not

constitute

or

form

part

of

any

offer

for

sale

or

issue

of

any

securities

or

an

offer

or

invitation

to

purchase

or

subscribe

for

any

such

securities,

nor

shall

it

or

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part

of

it

be

relied

on

in

connection

with,

any

contract

or

investment

decision,

nor

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it

constitute

a

proposal

to

make

a

takeover

bid

or

the

solicitation

of

any

vote

or

approval

in

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jurisdiction,

nor

shall

there

be

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sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction

(or

under

an

exemption

from

such

requirements).

No

offering

of

securities

shall

be

made

into

the

United

States

except

pursuant

to

registration

under

the

US

Securities

Act

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1933,

as

amended,

or

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therefrom.

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and

observe,

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This

presentation

is

directed

only

at

persons

who

(i)

are

persons

falling

within

Article

49(2)(a)

to

(d)

("high

net

worth

companies,

unincorporated

associations

etc.")

of

the

Financial

Services

and

Markets

Act

2000

(Financial

Promotion)

Order

2005

(as

amended)

(the

"Order")

or

(ii)

have

professional

experience

in

matters

relating

to

investments

falling

within

Article

19(5)

of

the

Order

or

(iii)

are

outside

the

United

Kingdom

(all

such

persons

being

referred

to

as

"relevant

persons").

This

presentation

must

not

be

acted

on

or

relied

on

by

persons

who

are

not

relevant

persons.

Certain

statements

in

this

presentation

are

forward-looking

statements

(including

statements

regarding

contribution

synergies,

future

cost

savings,

the

cost

and

timing

of

development

projects,

future

production

volumes,

increases

in

production

and

infrastructure

capacity,

the

identification

of

additional

mineral

Reserves

and

Resources

and

project

lives

and,

without

limitation,

other

statements

typically

containing

words

such

as

"intends,"

"expects,"

"anticipates,"

"targets,"

plans,"

"estimates"

and

words

of

similar

import.)

These

statements

are

based

on

current

expectations

and

beliefs

and

numerous

assumptions

regarding

BHP

Billiton's

present

and

future

business

strategies

and

the

environments

in

which

BHP

Billiton

and

Rio

Tinto

will

operate

in

the

future

and

such

assumptions,

expectations

and

beliefs

may

or

may

not

prove

to

be

correct

and

by

their

nature,

are

subject

to

a

number

of

known

and

unknown

risks

and

uncertainties

that

could

cause

actual

results,

performance

and

achievements

to

differ

materially.

Factors

that

could

cause

actual

results

or

performance

to

differ

materially

from

those

expressed

or

implied

in

the

forward-looking

statements

include,

but

are

not

limited

to,

BHP

Billiton's

ability

to

successfully

combine

the

businesses

of

BHP

Billiton

and

Rio

Tinto

and

to

realise

expected

synergies

from

that

combination,

the

presence

of

a

competitive

proposal

in

relation

to

Rio

Tinto,

satisfaction

of

any

conditions

to

any

proposed

transaction,

including

the

receipt

of

required

regulatory

and

anti-trust

approvals,

Rio

Tinto’s

willingness

to

enter

into

any

proposed

transaction,

the

successful

completion

of

any

transaction,

and

the

risk

factors

discussed

in

BHP

Billiton's

and

Rio

Tinto’s

filings

with

the

U.S.

Securities

and

Exchange

Commission

("SEC")

(including

in

Annual

Reports

on

Form

20-F)

which

are

available

at

the

SEC's

website

(http://www.sec.gov).

Save

as

required

by

law

or

the

rules

of

the

UK

Listing

Authority

and

the

London

Stock

Exchange,

the

UK

Takeover

Panel,

or

the

listing

rules

of

ASX

Limited,

BHP

Billiton

undertakes

no

duty

to

update

any

forward-looking

statements

in

this

presentation.

No

statement

concerning

expected

cost

savings,

revenue

benefits

(and

resulting

incremental

EBITDA)

and

EPS

accretion

in

this

presentation

should

be

interpreted

to

mean

that

the

future

earnings

per

share

of

the

enlarged

BHP

Billiton

group

for

current

and

future

financial

years

will

necessarily

match

or

exceed

the

historical

or

published

earnings

per

share

of

BHP

Billiton,

and

the

actual

estimated

cost

savings

and

revenue

benefits

(and

resulting

EBITDA

enhancement)

may

be

materially

greater

or

less

than

estimated.

References

in

this

presentation

to

“$”

are

to

United

States

dollars

unless

otherwise

specified.

Slide 3

Disclaimer (continued)

Cautionary

Note

to

US

Investors

–

The

SEC

generally

permits

mining

companies

in

their

filings

with

the

SEC

to

disclose

only

those

mineral

deposits

that

the

company

can

economically

and

legally

extract.

Certain

terms

in

this

presentation,

including

“resource”,

“mineralisation”

and

“potential

mineralisation”,

would

not

generally

be

permitted

in

an

SEC

filing.

The

material

denoted

by

such

terms

is

not

proven

or

probable

Reserves

as

such

terms

are

used

in

the

SEC's

Industry

Guide

7,

and

there

can

be

no

assurance

that

BHP

Billiton

will

be

able

to

convert

such

material

to

proven

or

probable

Reserves

or

extract

such

material

economically.

BHP

Billiton

urges

investors

to

refer

to

its

Annual

Report

on

Form

20-F

for

the

fiscal

year

ended

30

June,

2007

(and,

with

respect

to

iron

ore

Reserves,

the

BHP

Billiton

Reserves

News

Release,

dated

24

June

2008

and

available

at

www.bhpbilliton.com

and

www.sec.gov)

for

its

most

recent

statements

of

mineral

Reserves

calculated

in

accordance

with

Industry

Guide

7.

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

BHP

Billiton

plans

to

register

the

offer

and

sale

of

securities

it

would

issue

to

Rio

Tinto

plc

US

shareholders

and

Rio

Tinto

plc

ADS

holders

by

filing

with

the

SEC

a

Registration

Statement

(the

“Registration

Statement”),

which

will

contain

a

prospectus

(the

“Prospectus”),

as

well

as

other

relevant

materials.

No

such

materials

have

yet

been

filed.

This

communication

is

not

a

substitute

for

any

Registration

Statement

or

Prospectus

that

BHP

Billiton

may

file

with

the

SEC.

U.S.

INVESTORS

AND

U.S.

HOLDERS

OF

RIO

TINTO

PLC

SECURITIES

AND

ALL

HOLDERS

OF

RIO

TINTO

PLC

ADSs

ARE

URGED

TO

READ

ANY

REGISTRATION

STATEMENT,

PROSPECTUS

AND

ANY

OTHER

DOCUMENTS

MADE

AVAILABLE

TO

THEM

AND/OR

FILED

WITH

THE

SEC

REGARDING

THE

POTENTIAL

TRANSACTION,

AS

WELL

AS

ANY

AMENDMENTS

AND

SUPPLEMENTS

TO

THOSE

DOCUMENTS,

WHEN

THEY

BECOME

AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT INFORMATION.

Investors

and

security

holders

will

be

able

to

obtain

a

free

copy

of

the

Registration

Statement

and

the

Prospectus

as

well

as

other

relevant

documents

filed

with

the

SEC

at

the

SEC's

website

(http://www.sec.gov),

once

such

documents

are

filed

with

the

SEC.

Copies

of

such

documents

may

also

be

obtained

from

BHP

Billiton

without

charge,

once

they

are

filed

with

the

SEC.

Information

for

US

Holders

of

Rio

Tinto

Limited

Shares

BHP

Billiton

Limited

is

not

required

to,

and

does

not

plan

to,

prepare

and

file

with

the

SEC

a

registration

statement

in

respect

of

the

Rio

Tinto

Limited

Offer.

Accordingly,

Rio

Tinto

Limited

shareholders

should

carefully

consider

the

following:

The

Rio

Tinto

Limited

Offer

will

be

an

exchange

offer

made

for

the

securities

of

a

foreign

company.

Such

offer

is

subject

to

disclosure

requirements

of

a

foreign

country

that

are

different

from

those

of

the

United

States.

Financial

statements

included

in

the

document

will

be

prepared

in

accordance

with

foreign

accounting

standards

that

may

not

be

comparable

to

the

financial

statements

of

United

States

companies.

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

and

the

Rio

Tinto

Limited

Offer

for

Rio

Tinto

shareholders

located

in

the

US

It

may

be

difficult

for

you

to

enforce

your

rights

and

any

claim

you

may

have

arising

under

the

U.S.

federal

securities

laws,

since

the

issuers

are

located

in

a

foreign

country,

and

some

or

all

of

their

officers

and

directors

may

be

residents

of

foreign

countries.

You

may

not

be

able

to

sue

a

foreign

company

or

its

officers

or

directors

in

a

foreign

court

for

violations

of

the

U.S.

securities

laws.

It

may

be

difficult

to

compel

a

foreign

company

and

its

affiliates

to

subject

themselves

to

a

U.S.

court's

judgment.

You

should

be

aware

that

BHP

Billiton

may

purchase

securities

of

either

Rio

Tinto

plc

or

Rio

Tinto

Limited

otherwise

than

under

the

exchange

offer,

such

as

in

open

market

or

privately

negotiated

purchases.

Slide 4

Disclaimer (continued)

Competent

Persons

for

Mineral

Resources

and

Ore

Reserves

are

named

in

the

BHP

Billiton

Limited

Group

Combined

Financial

Statements

2007

and

BHP

Billiton

press

release

of

24

June

2008,

which

can

be

viewed

at

www.bhpbilliton.com.

The

statement

of

Mineral

Resources

and

Ore

Reserves

being

presented

has

been

produced

in

accordance

with

the

Australasian

Code

for

Reporting

of

Mineral

Resources

and

Ore

Reserves,

December

2004

(the

JORC

Code).

This

information

is

based

on

information

prepared

by

the

relevant

Competent

Persons

and

relates

to

Mineral

Resources

and

Ore

Reserves

forecast

as

at

30

June

2008.

Competent

Persons

for

Iron

Ore

are

Heath

Arvidson

(Resources

and

Potential

Mineralisation)

and

Reza

Pasyar

(Reserves).

Competent

Persons

for

Manganese

are

E

P

W

Swindell

(SACNASP),

E

P

Ferreira

(SACNASP)

and

O

van

Antwerpen

(SACNASP).

Metallurgical

Coal

Competent

Persons

for

Mineral

Resources

and

Ore

Reserves

are

named

in

the

BHP

Billiton

Limited

Group

Combined

Financial

Statements

2007,

which

can

be

viewed

at:

http://bhpbilliton.com.

Doug

Dunn

verifies

that

this

report

is

based

on

and

fairly

reflects

the

information

from

the

BHP

Billiton

FY07

Annual

Report.

All

Competent

Persons

are

full

time

employees

of

BHP

Billiton

(unless

otherwise

specified)

and

have

sufficient

experience

relevant

to

the

style

of

mineralisation

and

type

of

deposit

under

consideration

and

to

the

activity

they

are

undertaking

to

qualify

as

a

Competent

Person

as

defined

in

the

JORC

Code.

All

Competent

Persons

are

members

of

either

the

Australian

Institute

of

Mining

&

Metallurgy

(AusIMM)

or

the

Australian

Institute

of

Geoscientists

(AIG)

or

a

Recognised

Overseas

Professional

Organisation

(ROPO).

The

Competent

Persons

consent

to

the

inclusion

in

this

report

of

the

matters

based

on

their

information

in

the

form

and

context

in

which

it

appears.

Doug

Dunn,

who

is

a

member

of

the

AusIMM,

is

a

full

time

employee

of

BMA.

Slide 5

Today’s agenda

Introduction & Markets

Marcus Randolph, Chief Executive Ferrous and Coal

Iron Ore

Ian Ashby, President Iron Ore

Metallurgical Coal

Dave Murray, President Coal

Manganese

Peter Beaven, President Manganese

Concluding Remarks

Marius Kloppers, Chief Executive Officer

Marcus Randolph

Chief Executive Ferrous and Coal

Introduction and Markets

24 June 2008

Slide 7

Introduction

Steelmaking materials demand

Market pricing

Introduction & Markets

Slide 8

Iron ore, metallurgical coal and manganese are integral

components in blast furnace production

Notes:

a)

Iron

ore

2008

forecast

price

calculated

based

on

65-71%

increase

above

Newman

IO

fines

price

in

2007

–

per

Vale

settlement

for

Itabira

fines.

Assuming

63.5%

iron

content

and  5%

moisture.

b)

Metallurgical

coal

2008

forecast

price

calculated

based

on

206-240%

increase

above

Peak

Downs

Hay

Point

price

in

2007

–

per

BHP

Billiton

announcement  9-Apr-2008.

c)

Manganese

2008

forecast

price

assumes

100%

FeMn

use

and  76%

Mn

content

in

HC

FeMn.

Based  on

actual

USA

spot

HC

FeMn

prices

for

Jan

–

May

2008 and

BHP Billiton  forecasts.

Basic Oxygen Furnace

COKE OVEN

COKE OVEN

CONVERTER (BOF)

CONVERTER (BOF)

REFINING STAND

REFINING STAND

CONTINUOUS CASTING

CONTINUOUS CASTING

REHEAT FURNACE

REHEAT FURNACE

SINTERING

SINTERING

Iron ore

Coal

Coke

Slag

Molten pig iron

Sintered ore

“Graded”

Liquid Steel

Slab

Hot

Rolled

Coils

ROLLING MILL

ROLLING MILL

Electrical Arc Furnace

“Graded”

Liquid

Steel

Scrap

Raw liquid

steel

Hot Rolled

Coils

ROLLING MILL

ROLLING MILL

TUNNEL FURNACE

TUNNEL FURNACE

THIN SLAB CASTING

THIN SLAB CASTING

REFINING STAND

REFINING STAND

BLAST FURNACE

BLAST FURNACE

ELECTRIC ARC FURNACE

ELECTRIC ARC FURNACE

Input per tonne

of

steel (kg)

Cost per tonne

HRC

(US$’2008)

Iron

Ore

(a)

1,600

133

Metallurgical

Coal

(b)

600

180

Manganese

(c)

7

25

Blast Furnace Production Inputs

Slide 9

Blast furnace steel production is continuing to increase

•

66% of global crude steel is currently

generated via blast furnaces

•

Blast furnace production and

share is

continuing to rise

•

Trend is to larger, higher productivity

furnaces

•

China’s steel policy is supportive of this

move and the shift towards blast furnace

•

Shift in size and efficiency demands will

require high-quality raw materials

Global

blast

furnace/BOF

steel

production

(a)

50%

55%

60%

65%

70%

0

500

1,000

1,500

World BF/BOF production (RHS)

BOF share of crude steel production (LHS)

Market share

(%)

Steel production

(mt)

Notes:

(a)

Source: IISI, CRU (pre-1990).

CAGR: 1.0%

CAGR:

8.4%

Slide 10

BHP Billiton’s businesses are leaders in their own right

•

BHP Billiton is the only mining

company with a top three marketing

position in all three steel raw material

groups

•

Australian based operations have a

significant location advantage with

close proximity to Asian growth

market

•

Expected mineralisation base will

support metallurgical coal and iron

ore production lives of >50 years

•

We are aggressively expanding

production capacity

296

103

145

21

111

24

25

14

25

17

5

33

0

50

100

150

200

250

300

350

Vale

BHP Billiton

Rio Tinto

Anglo

American

Xstrata

Manganese

Met Coal

Iron Ore

Source:

Annual

reports,

BHP

Billiton

analysis.

a)

Calculation

based

on

CY2007

equity

production

and

JFY2008

prices.

Iron

ore

JFY2008

price

based

on

a

71%

increase

above

JFY2007

benchmark

–

per

Vale

settlement

for

Ilabira

fines.

Metallurgical

coal JFY2008

price

based

on

a

206-240%

increase

above

JFY2007

benchmark

–

per

BHP

Billiton

announcement

9-Apr-2008.

Manganese

JFY2008

price

based

on

recent

manganese

spot

price

settlement

reported

in the

Tex

Report

on

12-Feb-2008.

Iron

ore

equivalent

production

(a)

(mt, CY2007 based on JFY2008 prices)

Slide 11

Three large, low cost, high quality and expandable businesses

•

Production is expected to triple between 2007 and 2015 –

benefits of

operational scale and simplicity

•

High quality resources, and low costs of production

•

Large resource base in close proximity to key growth markets

Iron Ore

Metallurgical

Coal

Manganese

•

Bowen Basin produces ~64% of the global seaborne metallurgical coal

•

Large, low cost operations, supplying extremely high quality products to

customers

•

Resource base and infrastructure provides growth optionality

•

Unique high grade ore position

•

High value in use is being reflected in price

Slide 12

One co-ordinated business unit

Marcus Randolph

Chief Executive Ferrous and Coal

•

31 years resources experience

•

9 years at BHP Billiton

•

Previously held roles:

–

Chief Organisation

Development Officer

–

President Diamonds & Specialty Products

–

Chief Development Officer Minerals

Iron Ore

Metallurgical Coal

Manganese

Marketing

•

Previously held roles:

–

President and Chief Operating

Officer, WA Iron Ore

–

Chief Operating Officer Base

Metals

Ian Ashby

President, Iron Ore

•

28 years resources

experience

•

21 years at BHP Billiton

Dave Murray

President, Coal

•

29 years resources

experience

•

29 years at BHP Billiton

Peter Beaven

President, Manganese

•

8 years resources

experience

•

8 years at BHP Billiton

Nelson Silva

Marketing Director Carbon

Steel Materials

•

Previously held roles:

–

President, Metallurgical Coal

–

Chief Executive Officer, BMA

–

Chief Executive Billiton Coal

•

Previously held roles:

–

Chief Development Officer,

Carbon Steel Materials

–

Practice Leader, Corporate

Finance

–

Executive Director, UBS Warburg

•

Previously held roles:

–

President, Aluminium

–

Marketing and Sales Director,

CVRD Iron Ore Division

–

Commercial Director, Embraer

–

Chief Executive Officer, ALL

Logistica

•

19 years resources

experience

•

1 year at BHP Billiton

Slide 13

Marketing reflects customer requirements

•

Purpose is to delight our customers and to

receive market prices

•

Superior product offerings with full range of steel

making materials

•

Security of long term contract volumes, capturing

floating prices

•

Freight optimisation –

prefer CIF to FOB

•

Measure and reward performances against

market prices for product and freight and

customer satisfaction

Slide 14

Safety performance demonstrates operational control

0

5

10

15

20

25

30

35

Jul-04

Dec-04

May-05

Oct-05

Mar-06

Aug-06

Jan-07

Jun-07

Nov-07

Apr-08

Iron ore

Metallurgical coal

Manganese

Total recordable incident frequency rate (TRIFR)

(Per million hours, 12 month rolling average)

Slide 15

Introduction

Steelmaking materials demand

Market pricing

Introduction & Markets

Slide 16

Steel is an essential input as nations industrialise

and urbanise

Finished steel consumption

(kg/capita)

Source: World Bank; Government Statistics for Taiwan; IISI

0

250

500

750

1,000

1,250

0

5,000

10,000

15,000

20,000

25,000

30,000

GDP/Capita (Jan-2008 Constant US Dollars)

China

India

Japan

Korea, Rep.

Taiwan

Germany

United States

Slide 17

China’s urban population is on track to reach one billion

China population by city size

(Millions of people)

143

157

149

232

160

315

86

102

34

120

572

926

2005

2025

Big town

(<0.5m)

Small

(0.5m–1.5m)

Midsized

(1.5m–5m)

Big (5m–10m)

Mega (10m+)

Source: McKinsey Global Institute, March 2008, “Preparing for China’s Urban Billion”.

–

the number of times which GDP will have

multiplied by 2025

5

of these buildings could be skyscrapers –

the

equivalent to constructing up to ten New York

cities

50,000

square metres

of floor space will be built –

in

five million buildings

40

billion

mass-transit systems could be built

170

square metres

of road will be paved

5

billion

Chinese cities will have over one million people

living in them –

Europe has 35 today

221

China's expected urbanisation in 2025

Slide 18

China is the world’s largest steel producer

Source:  IISI and BHP Billiton estimates.

Note crude steel production growth calculated based on the change in annual production between years ended 1996 and 2007.

0

250

500

750

1,000

1,250

1,500

1996

2007

Crude steel production

(mt)

China

USA

Japan

Europe

Other

India

66%

20%

5%

4%

5%

0%

Crude steel production growth (1996-2007)

(mt)

China

USA

Japan

Europe

Other

100% = 590

India

Slide 19

India metallurgical coal demand –

the next wave

9.7

9.3

11.2

9.7

8.8

7.2

6.6

Indian domestic metallurgical coal consumption

(mt)

Data source: CRU “The Annual Outlook for Coking Coal 2007”, BHP Billiton.

10.7

12.9

14.9

15.9

19.6

20.2

22.9

Indian seaborne metallurgical coal consumption

(mt)

Slide 20

Source: GTIS and CRU

Note: Trade flow figures are in million tonnes per year and domestic supply and demand figures are in million tonnes. All data is for the year ended 2006. Location of the arrows are indicative.

South America

Domestic supply / demand

0%

426%

Iron Ore

Met Coal

India

Domestic supply / demand

17%

226%

Iron Ore

Met Coal

China

Domestic supply / demand

47%

99%

Iron Ore

Met Coal

CIS / Other Europe

101%

97%

Iron Ore

Met Coal

Domestic supply / demand

Australia is the natural supplier to Asia

75

21

137

62

14

238

84

18

26

Slide 21

Introduction

Steelmaking materials demand

Market pricing

Introduction & Markets

Slide 22

The price received by Australian producers does not reflect

its superior value

0

20

40

60

80

100

120

140

160

180

200

220

Jun-03

Nov-03

May-04

Nov-04

May-05

Oct-05

Apr-06

Oct-06

Apr-07

Sep-07

Mar-08

China Market Price (66% Fe Equiv)

Newman Fines

Carajas Fines

Source:

Press

releases,

TEX

report,

Baltic

Exchange

and

BHP

Billiton

estimates.

Newman

fines

and

Carajas

fines

price

are

based

on

the

benchmark

price

multiple

by

its

natural

grade

from

TEX

report.

The

freight

rates

are

based

on

spot

rate

for

Western

Australia

to

China

and

Brazil

to

China. JFY2008

Newman

fines

price

based

on

a

71%

increase

above

JFY2007

benchmark

–

per

Vale

settlement

for

Ilabira

fines.

a)

Source:

China

market

price

(66%

Fe

Equiv)

is

the

average

price

of

13

China

regions

in

11

provinces

including

Anhui

Anqing,

Fujian

Longyan,

Guangdong

Huaiji,

Guangxi

Liuzhou,

Hebei

Tangshan,

Hebei

Hanxing, Hubei,

Inner

Mongolia

Wuhai,

Liaoning

Benxi,

Liaoning

Chaoyang,

Shandong

Zibo,

Shanxi

Daixian

and

Sichuan

Liangshan.

(a)

Iron ore landed prices

(US$/dmt)

Slide 23

Transparent pricing for bulk commodities will maximise

supply from the most efficient producers

Financial swaps

enable ‘price risk’

to

be managed

separately from

‘supply risk’

Counter-parties

trade directly with

each other

Prices set by

negotiation

Time

Source: FSA

OTC Forward

Delivery

Benchmark  

pricing

OTC Financial

Swap

Slide 24

382%

599%

486%

Iron ore

Metallurgical

coal

Manganese

ore

Raw material prices have risen, but still low as a % of steel price

Commodity price movement

(% change 2001-2008)

Note:

Historical

nominal

prices

based

on

Japanese

financial

year

benchmarks

beginning

April

of

relevant

year.

a)

Iron

ore

based

on

benchmark

FOB

prices.

JFY2008

forecast

prices

calculated

based

on

65-71%

increase

above

JFY2007

benchmark

–

per

Vale

settlement

for

Itabira

fines.

b)

Metallurgical

coal

based

on

Peak

Downs

Hay

Point

FOB.

JFY2008

forecast

prices

calculated

based

on

206-240%

increase

above

JFY2007

benchmark

–

per

BHP

Billiton

announcement

9-Apr-2008.

c)

Manganese

based

on

GEMCO

lump

ore

contract

FOB.

JFY2008

prices

based

on

recent

manganese

spot

price

settlement

reported

in

the

Tex

Report

on

12-Feb-2008.

d)

Based

on

benchmark

contract

prices.

Iron

ore,

metallurgical

coal

and

manganese

announced

2008

settlements

(71%

for

iron

ore

and

206%

for

coking

coal)

are

reflected

in

Q2

CY2008

costs

for

2008

YTD

estimate.

e)

For

US

delivery.

Source:

CRU.

Hot rolled coil price and raw material costs

(US market transactions (US$/mt) and share of raw materials costs (%))

0

100

200

300

400

500

600

700

800

900

1,000

2001

2002

2003

2004

2005

2006

2007

2008

YTD

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Raw materials cost as % of HRC price, % (RHS)

HRC price (LHS) US$/mt

(d)

(e)

(a)

(b)

(c)

Ian Ashby, President

24 June 2008

Iron Ore

Slide 26

Iron Ore

A world class iron ore business

2008 –

A record year

Continued rapid growth

Key messages

Slide 27

BHP Billiton Iron Ore –

A premier iron ore business

WAIO (85-100%)

Samarco

Operations

Selected Customer Technical

Collaborations

Exploration & Development

CSM Technology Centre

Quadrilatero

Ferrifero

Nimba / W Africa

CW Africa

Bluescope

NSC

JFE Steel

Baosteel

CSC

WISCO

Masteel

India

Iron Ore Marketing

Nelson Point

Yandi

Newman JV

Mining Area C

BHP Billiton’s Tenements

Jimblebar

Jinayri

Nimingarra

Yarrie

Finucane Island

Slide 28

Central Pilbara

12bt of high quality Resource and 21 to 35bt of

mineralisation concentrated in two production regions

Source:  Resource base: BHP Billiton News Release, 24-Jun-2008;

Equity basis: The Mineral Resource of 11.7bt in 100% terms translates to an attributable Mineral Resource of 10.3bt. The Potential Mineralisation range of 21 to 35bt in 100% terms translates to an

attributable Potential Mineralisation Range of 19 to 32bt.

The

Potential

Mineralisation

(Exploration

Target)

is

based

on

probabilistic

assessment

of

are

as

across

the

Pilbara

using

surface

mapping,

geophysics,

known

regional

geology

and

some

limited

drill

results

acquired

over

the

last

40

years

of

exploration.

The

target

range

is

conceptual

in

nature,

there

has

not

been

sufficient

exploration

to

define

a

Mineral

Resource

and

it

is

uncertain

if

further

exploration

will

result

in

the

determination

of

a

Mineral

Resource

This

BHP

Billiton

Mineral

Resource

information

should

be

read

together

with

and

subject

to

the

notes

set

out

in

the

BHP

Billiton

Resource

and

Reserve

News

Release,

dated

24

June

2008.

This document can be viewed at: http://bhpbilliton.com.

•

12bt of high quality Mineral Resource

(100% basis)

•

Potential Mineralisation range has

increased by 17% (21 –

35bt, 100%

basis)

•

Large tonnages of Marra

Mamba and

Brockman ores, available for blending, at

both Central and East Pilbara hubs

•

Benefits of concentrated resources

-

Infrastructure scale efficiencies

-

More resource unlocked by local

blending

-

Smaller environmental footprint

East Pilbara

<0.5bt

Nelson Point

Finucane

Island

BHP Billiton

Tenements

BHP Billiton Mines

Ore Reserve

Mineral Resource

Potential

Mineralisation

>2bt

1 –

2bt

0.5 –

1bt

Slide 29

Source:  CRU, BHP Billiton analysis

Iron Ore cost delivered to Asia

($/dmt)

Cumulative production (Mt)

WA Iron Ore weighted

average cost delivered to Asia

0

100

200

300

400

500

600

700

800

900

1000

0

140

130

120

110

100

90

80

70

60

50

40

30

20

10

2008  Delivered

2007  Delivered

Low cost supply to customers

•

Proximity to market drives  a

delivered cost advantage

•

Freight costs have become a

much larger component of

delivered cost

•

Supply side pressures has seen

increased supply of low cost

Chinese domestic ore in 2008

•

Tier 1 direct ship ore producers

are best placed to deliver

sustainable low cost product in

an environment of rising input

costs

Slide 30

Iron Ore

A world class iron ore business

2008 –

A record year

Continued rapid growth

Key messages

Slide 31

2.3

2.4

3.0

7.0

8.0

11.7

FY2006

FY2007

FY2008

+15%

increase

+46%

increase

Pilbara Resources and Reserves

(Bt, 100% basis)

46% increase in the Pilbara Resource base

Ore Reserve

Mineral Resource

•

Ore Reserve increased by 0.6 bt

to

3 bt

total  (23% increase on FY07)

•

Mineral Resource increased by 3.7 bt

to 12 bt

•

Added 2.3 bt

Resource in Central

Pilbara hubs:

2

1.4 bt

Resources at Jinayri

2

0.9 bt

Resources at Marillana

•

Added 1.4 bt

Mineral Resource at

existing hubs (Yandi, Area C, Newman)

Source:  BHP Billiton News Release, [24-Jun-2008]

Equity

basis:

The

FY2008

Mineral

Resource

of

11.7bt

and

Ore

Reserve

of

3.0bt

in

100%

terms

translates

to

an

attributable

Mineral

Resource

and

Ore

Reserve

of

10.3bt

and

2.6bt

respectively.

Similarly,

the

attributable

Mineral

Resource

and

Ore

Reserve

in

FY2007

was

7.1bt

and

2.1bt

respectively,

and

in

FY2006

was

6.3bt

and

2.0bt

respectively.

The

increase

in

the

Mineral

Resource

between

FY2007

and

FY2008

on

an

attributable

basis was 44%, and between FY2006 and FY2007 was 14%.

Additional detail on attributable Reserves and Resources is provided in the BHP Billiton Resource and Reserve News Release, dated 24 June 2008.

This

BHP

Billiton

Mineral

Resource

information

should

be

read

together

with

and

subject

to

the

notes

set

out

in

the

BHP

Billiton

Resource

and

Reserve

News

Release,

dated

24

June

2008.

This

document

can

be

viewed at: http://bhpbilliton.com.

Slide 32

•

RGP3 completed under budget and on time

a

•

System Operating at RGP3 design rate of

129 mtpa (100%)

b

-

New stockyard at Finucane

Island

-

C Berth and shiploader

upgrade

-

Area C mine expansion, new processing

plant and stockyard

•

Samarco expansion completed

-

New concentrator, third pellet plant and

pipeline

-

7.6 mtpa

C

capacity added (+ >50%)

-

Reserves increased by 30%

-

Resources increased by 11%

2008 –

Growth projects delivered

Notes:

a)

Budget: Capex forecast to completion tracking under budget in operating currency

b)

110 mtpa in attributable terms

c)

3.8 mtpa in attributable terms

Above: New stacker and reclaimer at Area C operating at design rates

Below: Samarco pellet plant 3

Slide 33

2008 –

Continuing excellent operating performance

•

Continued rate of safety improvement

•

Record production in Q1 CY08

•

Strong cost performance

•

Outperforming on volumes:

-

Record ore mined at Area C and

Yandi

-

Railing to port

-

High performance from all ship

loaders

•

Samarco rapid ramp-up: new pellet plant

already operating at design rates

Above:

Stockyard

operations

at

Area

C

Below:

Loading

first

ore

from

shiploader

3

in

October

2007

Slide 34

0

10

20

30

FY02

FY08

Volumes growing at an average annual rate of 9%

Quarterly production, BHP Billiton Iron Ore

(mt, WAIO and Samarco equity basis)

•

Strong historical growth

•

Beating production targets

•

Record quarterly production in

Q1 CY08

•

Delivering 100% of contracted

tonnes

Slide 35

Iron Ore

A world class iron ore business

2008 –

A record year

Continued rapid growth

Key messages

Slide 36

Clear plan for growth to 300 mtpa and beyond

26

112

20

45

40

60

50

Western Australia Iron Ore capacity

(mtpa, 100% basis)

2015

Pre-feasibility

Quantum 1

2007

RGP3*

RGP4

RGP5

RGP6

Quantum 2

Status

CY07 Actual

Production

Ramping up

to full capacity

Construction

Feasibility &

early works

Pre-feasibility

Concept

Completion  (CY)

2007

2010

2011

2012

300

capacity

in 2015

Completed

Advanced planning

Construction

Notes:

•

109

mtpa

capacity

pre

RGP3

•

Attributable

basis:

CY2007

=

95

mtpa;

240

mtpa

=

~

204

mtpa;

300

mtpa

=

~

255

mtpa;

350

mtpa

=

~

298

mtpa

> 350

capacity

240

capacity

in 2012

Slide 37

Resource evaluation programme to support growth

•

Focus on identifying new resource

to support new mining hubs

•

FY08 resource evaluation

programme has delivered a 46%

increase in Mineral Resources

•

~US$500m in expenditure planned

•

Resources have significant

geological upside

•

The evaluation programme is in

place to continue to deliver results

Drill metres

(‘000s)

Source:  BHP Billiton.

0

50

100

150

200

250

300

350

400

450

500

FY07

Current

FY09F

FY10F

FY11F

FY12F

FY13F

Resource

drilling

Reserve

drilling

Slide 38

Rapid Growth Project 4 –

Capacity 155 mtpa

Notes:

•

Budget:

Capex

forecast

to

completion

tracking

on

budget

in

operating

currency

•

155

mtpa

in

100%

terms

translates

to

~132

mtpa

in

attributable

terms

Above:

Construction

of

Jimblebar,

including

new

rail

loadout

,

May

2008

Below:

Construction

of

the

Newman

Hub,

May

2008

•

155 mtpa capacity by 2010 (100%)

•

Project ~40% complete

•

Accelerating delivery

•

Port works are complete: Car Dumper 2,

Stacker 12, 2nd row East Yard

•

Major construction fronts at Newman

and Jimblebar underway including:

-

Mine expansion

-

Rail shuttle and car dumper

-

Crushing and screening plant

-

Blending yard

-

Train loadout

Slide 39

Rapid Growth Project 5 –

Capacity 200+ mtpa

Notes:

•

200+mtpa in 100% terms translates to ~170+ mtpa in attributable terms

•

US$1.1B pre-approval funding is 100% terms.

Above: RGP5 Drilling Barge at Port Hedland (Finucane Island in the background)

Below: Yule River bridge, starting dual tracking construction

•

200+ mtpa capacity by 2011 (100%)

•

Approval for early works in January

2008 –

US$1.1bn

•

Ordering long lead equipment

•

Critical tenders under evaluation

•

Dual tracking of rail at Yule River

Bridge commencing

•

Seeking final investment approval in

4th quarter of 2008

•

Harriet Point port geotechnical program

80% complete

Slide 40

Above: Nelson Point Port Plans

Below: Port Hedland Inner Harbour

Rapid Growth Project 6 –

Capacity 240 mtpa

Nelson Point

•

RGP6 targeting 240 mtpa capacity by

2012 (100%)

•

Pre-feasibility study on track for

completion in H1 CY09

•

Leveraging off RGP5 works for rapid

start:

-

Dredging

-

Equipment and plant procurement

-

Rail corridors

•

Nelson Point geotechnical work

complete

•

Inner harbour port design well

advanced

Notes:

•

240 mtpa in 100% terms translates to ~204 mtpa in attributable terms

Slide 41

Quantum Outer Harbour Development –

Capacity 300+ mtpa

•

Quantum delivers the Outer Harbour

•

Pre-feasibility study has identified a simpler

channel solution

•

Stage 1: 300 mtpa capacity by 2015 (100%)

•

Stage 2: planning to deliver 350 mtpa

capacity is underway (100%)

•

Key marine studies underway or complete

•

Major landside infrastructure studies

complete

•

Preliminary environmental modeling and

surveys complete

•

Delivery of environmental approvals on

track

Phase 1

Link into

existing

channel

Phase 2

Dual

Channel

Concept

Study

Channel

Option

Notes:

•

300 mtpa in 100% terms = ~ 255 mtpa in attributable terms; 350 mtpa in 100% terms  = ~ 298 mtpa in attributable terms

Slide 42

Iron Ore

A world class iron ore business

2008 –

A record year

Continued rapid growth

Key messages

Slide 43

Key messages

•

A clear and deliverable strategy to achieve 300 mtpa of installed capacity by 2015

•

Expanding the resource base to support our growth plans and operating strategy of large,

long life, low cost hubs

•

Delivering our committed volumes

•

Growth projects delivered on time and on budget

•

An advantaged cost position into the growth markets of Asia

Dave Murray, President Coal

24 June 2008

Metallurgical Coal

Slide 45

The premier metallurgical coal business

Global metallurgical coal supply

Strong resource position and growth options

Key messages

Metallurgical coal

Slide 46

0

10

20

30

40

50

60

Leading supplier in seaborne metallurgical coal market

Source:

McCloskey,

country

trade

statistics,

Barlow

Jonker,

AME

and

BHP

Billiton

estimates.

Note:

Production

figures

represent

100%

of

production

regardless

of

ownership

structure.

BMA

–

BHP

Billiton

Mitsubishi

Alliance

(50%

BHP

Billiton),

BMC

–

BHP

Billiton

Mitsui

(80%

BHP

Billiton).

BHP Billiton share ~28mt

Estimated seaborne metallurgical coal supply

(CY2006, mt)

Slide 47

BHP Billiton’s world class operations

2.5

0

2.5

.

5

Kilometres

Port Kembla

Coal Terminal

Mining Licences

Illawarra Coal

Appin

West Cliff

Dendrobium

Maruwai Project (100%)

BMA (50%) & BMC (80%)

Illawarra Coal (100%)

S. Banto

River

Lahai

Pari

Maruwai

Central Kalimantan

Juloi

Sumber

Banto

Ratah

Kalteng

East Kalimantan

Province Boundary

Maruwai Project

Access Road Stage 1

Access Road Stage 2

0km

5km

10km

20km

30km

Abbot

Point

DalrympeBay

leBay

Gladstone

HayPoint

Coal

Goonyella

Riverside

BroadmeadowUG

PeakDowns

Saraji

NorwichPark

GregoryCrinumUG

Blackwater

100km

South

Walker

Creek

Poitrel

BMA (50%)

Exploration Licences (EL)

Mining Licences (ML)

BMC (80%)

Slide 48

Low cost coal operations drive competitive advantage

Copyright Barlow Jonker. Not to be used in any third party documentation

Average Canadian

cost position (all suppliers)

BMA/BMC/BHP Billiton operations

World export metallurgical coal FOB cash cost curve

(CY2007, US$/t)

0

10

20

30

40

50

60

70

80

90

0

50

100

150

200

250

Volume (mt)

Slide 49

A broad range of high quality metallurgical coal

Source:

BHP

Billiton

Annual

Report

2007.

Production

rate

for

FY2007.

Bubble

size

represents

approximate

resource

size

on

a

100%

basis.

Production

Approximate Resource

Size (mt)

Blackwater

Peak Downs /

Peak Downs East

Goonyella

/

Broadmeadow

/

Red Hill

South Walker

Creek

Norwich

Park

Poitrel

Gregory Crinum

Saraji

Illawarra

500

1,000

Slide 50

BMA/BMC –

Large scale, low cost, high quality &

expandable operations

•

Large volumes of good quality coals

•

Large resource base

•

Large pipeline of low cost, brownfield

expansion options

•

Hay Point, a wholly dedicated operating coal

port on Australia’s east coast

•

Hay Point takes ~70% of BMA / BMC product

Slide 51

BMA/BMC –

Recovering well from flooding

•

Two extraordinary floods (1 in 100

year events)

•

Production loss of 3.7 –

4.6mt (BHP

Billiton share)

•

Force Majeure from 24 January 2008,

lifted on 5 June 2008

•

Recovery of operations well advanced

operating on average ~90% capacity

Slide 52

Illawarra Coal –

Performing strongly

Notes:

a)

High ash thermal.

Illawarra Coal sales

(mt, FY2007)

•

Strong operational performance

–

West Cliff Mine -

yearly, monthly production

records

–

Dendrobium -

yearly, monthly production

records

•

Reconfiguration of Appin Mine to be completed in

FY09

•

"Creep" potential with some spare port capacity

Domestic

3.6

Export

2.7

Energy Coal

0.9

Metallurgical Coal

(a)

Slide 53

The premier metallurgical coal business

Global metallurgical coal supply

Strong resource position and growth options

Key messages

Metallurgical coal

Slide 54

Bowen Basin is the pre-eminent global supply basin

195mt

Seaborne metallurgical

coal trade (2006)

Exports

Imports

S America

16mt

China

(a)

2mt

Australia

125mt

North Asia

96mt

Europe

58mt

India

19mt

Canada

24mt

USA

22mt

South

Africa

2mt

Trade flow

Russia

6mt

Around 64% of the world’s seaborne metallurgical coal is sourced from the Bowen Basin

Source: Barlow Jonker, CRU, BHP Billiton.

a)

Note: China is net seaborne figure

Indonesia

4mt

Slide 55

Global supply limited by infrastructure constraints

Source: The Australian

Photo: The Australian

Slide 56

BMA/BMC has a strong infrastructure position

Our strategy:

•

Position in all rail/port corridors

•

Expansion of wholly owned

Hay Point terminal

•

Hay Point expansion #3

currently in pre-feasibility

•

Contracted positions support

growth plans

Source: BHP Billiton

Abbot Point

Hay Point Coal Terminal

Dalrymple

Bay

Blackwater

Gregory Crinum UG

Norwich Park

Saraji

Peak Downs

Poitrel

South

Walker

Creek

Goonyella

Riverside

Broadmeadow UG

100km

Slide 57

Chinese structural shortage of supply emerging…

China metallurgical coal net imports

(mt, seaborne and landed)

Source: Barlow Jonker, CRU, Chinese customs data and BHP Billiton

Total China met coal tonnage refers to consumption calculated from pig iron output by applying blast furnace coke rate and coal coke ratio. 

Met coal market

Total China

=

493mt

Global Seaborne

=

195mt

<9

<50

Gas (cubic metres/tonne)

China

Bowen Basin

Age of

mining areas

+100 yrs

~40 years

Depth of mining

0-800m

0-350m

Operations

> 95%

underground

~70% open

cut

(14)

(12)

(10)

(8)

(6)

(4)

(2)

0

2

4

6

May-2004:

VAT rebate

removed

Nov-2006:

Export tax

imposed

Slide 58

The premier metallurgical coal business

Global metallurgical coal supply

Strong resource position and growth options

Key messages

Metallurgical coal

Slide 59

Our premier resource position facilitates low risk expansion

Source: BHP Billiton 2007 Annual Report JORC Resource Estimate. Bubble size represents approximate resource size on a 100% basis.

(a)

100% basis. On an equity basis, BMA/BMC’s Reserves are 852mt, Mineral Resources are 5,418mt and FY2007 production is 30.6mt.

(b)

The

Elouera

Mine

was

sold

in

December

2007

and

has

therefore

not

been

included

in

the

Illawatta

Coal

Reaserve

or

Mineral

Resources

total.

(c)

Reserve

and

Mineral

Resources

estimates

referenced

from

BHP

Billiton

2007

Annual

Report

‘Resource

Life’

is

an

indicative

figure

only

and

is

calculated

on the basis of [(Total Resource x Estimated Saleable Conversion Factor) / current mining rate].

6.9

58.2

FY2007

Production

Million

tonnes

(JORC)

(a)

BMA /

BMC

(FY07)

Illawarra

(FY07)

Reserve

1,651

76

(b)

Mineral

Resources

9,758

1,135

(b)

100km

Abbot Point

Dalrymple

Bay

Hay Point Coal

Wards

Well

Red Hill

Goonyella

Riverside

Broadmeadow UG

Daunia

Peak Downs

Norwich Park

Gregory Crinum UG

Blackwater

South

Walker

Creek

Poitrel

18

60

103

21

61

Saraji

40

31

32

FY07 Measured, Indicated &

Inferred Resource (mt)

Resource Life

(c)

12

Gladstone

Slide 60

BMA/BMC is accelerating growth to capture demand

•

Accelerating growth:

–

Speed to market

–

Volume growth

•

Focus on accelerated development

–

Dragline and equipment build slots

secured

–

Standardisation of preparation

plant design

•

Deep inventory of growth options

–

Peak Downs

–

Saraji

–

Blackwater North and South

–

Wards Well

–

Red Hill

45

55

65

75

85

FY07

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15

Current operations

Note:

BHP

Billiton

estimates.

Forecast

production

based

on

100%

basis.

Production

on

an

equity

basis

of

31mt

in

FY2007,

38mt

in

FY2012

and

43mt

in

FY2015.

BMA/BMC ‘creep’

Goonyella

O/C

Goonyella U/G

Caval Ridge

Daunia

BMA/BMC production forecast

(mtpa, 100% basis)

Slide 61

Maruwai an exploration success with construction underway

•

A world class coal discovery

•

Major metallurgical and thermal coal basin     

•

100% BHP Billiton

•

Stage 1 development

–

~US$100m development

–

1mtpa

–

First coal expected CY2009

•

Stage 2 development

–

Currently in feasibility

–

~3-5mtpa

S. Banto

River

Lahai

Pari

Maruwai

Central Kalimantan

Juloi

Sumber

Banto

Ratah

Kalteng

East Kalimantan

Province Boundary

Maruwai Project

Access Road Stage 1

Access Road Stage 2

0km

5km

10km

20km

30km

Slide 62

The premier metallurgical coal business

Global metallurgical coal supply

Strong resource position and growth options

Key messages

Metallurgical coal

Slide 63

Key messages

•

BHP Billiton is the leading supplier in seaborne

metallurgical coal

–

Low cost, high margin operations

–

Superior product offerings

–

Efficient port facility at Hay Point

–

Contracted growth in port and rail

–

Freight advantage -

close to key growth markets

•

Met coal market conditions remain very tight

–

Infrastructure constraints

–

India and China driving demand

•

Premier resource position facilitates low risk brownfield

expansion

–

Accelerating growth projects to capture market

demand

Peter Beaven, President

24 June 2008

Manganese

Slide 65

Manganese

Manganese industry structure

The industry leading Manganese business

Significant future growth and resources

Key messages

Slide 66

Manganese demand chain is driven by steel production

Source: IMnI, IISI

•

~90% of manganese production is

consumed in steel making

•

Removes oxygen and sulphur

in the

steel making process

•

Hardening alloy for steel

•

No practical substitute

1.3bt of crude steel production CY2007

~14mt of Manganese alloy demand

~37mt of Manganese ore demand

Slide 67

Source: IMnI

•

Majority of alloy production located close to

major steel producers (eg. China)

•

Balance produced in countries with high

grade ore or low cost power (e.g. Australia,

South Africa, Brazil)

•

Silico

manganese

–

57% of CY2007 production

–

Used in construction steels

–

Lower grade ores can be used to

produce

•

High and medium carbon ferro

manganese

–

43% of CY2007 production

–

Used in flat products and better quality

steels

–

Requires higher grade ore

China is a major producer of manganese alloy…

Manganese alloy production by country/region

(mt, CY2007)

48%

15%

10%

7%

6%

6%

8%

China

CIS

Europe

Africa/

Middle East

India

Americas

Other Asia

Slide 68

13.8

7.4

17.0

0

3

6

9

12

15

18

>43% Mn

>30% & <=43% Mn

<=30% Mn

China

Ghana

Ukraine

India

Australia

South

Africa

Gabon

Brazil

Other

Source: IMnI

a) Includes Australia, Burma, Indonesia, Phillipines, Taiwan, Vietnam and Korea

•

Ore is produced globally

•

Individual ores are unique, large

variation in grade and quality

•

Low grade ore (less than 30% Mn)

–

Cannot carry transport cost thus

used domestically

–

Largest producers China, India

and Ukraine

•

Medium and high grade ore (between

37-48% Mn)

–

Dominates seaborne market

–

Largest producers South Africa,

Gabon and Australia

...but based on lower grade ores.  High grade ore is located

principally in Australia and South Africa

Manganese ore production by grade and country

(mt, CY2007)

Slide 69

High grade ore has significant value in use benefits

Source: BHP Billiton estimates.

a) Assumed ore inputs for example of 40% domestic ore (25% Mn), 20% imported ore (44% Mn) and 40% rich slag (33% Mn).

•

Low grade ore performance in alloy

production is substantially inferior

•

Using low grade ores:

–

Increases input costs

–

Produces a greater amount of

slag output

–

Decreases volume of saleable

product

–

Decreases quality of final

product

•

High grade ore therefore has a

higher value in use

High Grade Ore

Low Grade Ore –

China

(a)

3.3 MWh

2.2 MWh

Electricity (MWh)

0.80mt

0.01mt

Flux (mt)

0.48mt

0.41mt

Reductant

(mt)

32%

48%

Ore grade (av. %)

3.4mt

1.8mt

Ore (mt)

19%

34%

Slag (% MnO)

1.9mt

0.5mt

Slag (mt)

70%

75%

HCFeMn

grade (%)

1mt

1mt

HCFeMn

(mt)

Slide 70

Adjusting the supply curve for the value in use highlights

the benefits of high grade ore

•

Alloyers’

recognise relative ore

value in use

•

Will pay for the differentials

•

Chinese ore grades are generally

low (typically 22%)

•

Cost curve has to take value in use

differentials into account

•

Seaborne and domestic cost

curves have integrated

•

Samancor

Manganese’s (BHP

Billiton 60%) high grade ores are

well-placed on the delivered supply

cost-curve

–

Low cost

–

High VIU

Manganese ore relative value in use index

(CIF China, 2008)

(a)

Units of Supply

China domestic

Samancor

Manganese (BHP Billiton 60%)

Other seaborne suppliers

China domestic VIU adjustment

GEMCO

Wessels

Mamatwan

Source: BHP Billiton estimates.

a)

Delivered cost index benchmarked to GEMCO siliceous lump product.

1

0

Slide 71

Source: BHP Billiton estimates and IMni.

50

72

88

120

197

193

258

281

246

150

153

171

187

241

275

424

313

287

0

100

200

300

400

500

600

700

CY2000

CY2001

CY2002

CY2003

CY2004

CY2005

CY2006

CY2007

CY2008E

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Domestic supply (LHS)

Seaborne supply (LHS)

% supplied by seaborne (RHS)

China manganese ore demand

(mmtu)

•

China is demanding more high grade

manganese ore

•

Growth in supply has not kept pace

•

High grade ore supply has also reduced

(Ghana and Brazil)

•

Chinese alloy producers have to again

increase use of lower grade ores

•

Price of high grade ore now fully reflects

relative value in use compared to

marginal tonne

Chinese alloyers

refocus on high grade manganese ore

demand has exceeded seaborne supply capacity

Slide 72

Ownership of low cost alloy smelters

Source:  BHP Billiton estimates.

High carbon ferro

manganese cost curve

(Index, FOB 2008)

Samancor

Metalloys

TEMCO

Units of Supply

•

Alloy is a global commodity with essentially

homogenous products

•

Pricing is driven by marginal producer

•

Cost curve has steepened in recent years

•

Ore and alloy integration adds value:

–

Markets can be accessed using an

optimal mix of products

–

Deep understanding of ore

performance in smelters adds to ore

market offering

–

Ore and alloy output can be optimised

to best suit market conditions

–

Alloy plants significant profit

contributors in their own right

1

0

Slide 73

Manganese industry structure

The industry leading Manganese business

Significant future growth and resources

Key messages

Manganese

Slide 74

Samancor

Manganese business overview

•

Largest producer of manganese ore

globally

–

22% global market share

–

35% seaborne market share

•

Significant global alloy producer

•

High quality ore with a high value in use

•

Low cost ore and alloy operations

•

Large resource base

•

~80% of ore sold to third parties

•

Record ore and alloy production

•

Key challenges for the business

–

South African power crisis –

limited

impact to date

–

South African transport bottlenecks

BHP Billiton

(Operator)

Anglo American

Samancor

Manganese

60%

40%

Slide 75

Samancor

Manganese ore

GEMCO

GEMCO

Wessels

(a)

•

0.9mtpa capacity

•

Underground mine

•

High in situ ore grades

-

42-49%

Mamatwan

(a)

•

2.8mtpa capacity

•

Open-cut low cost mine

•

Average grade ~37%

•

0.9mtpa sinter plant

upgrades ore to 46%

Manganese Ore

HOTAZEL

Mamatwan

& Wessels

•

3.4mtpa capacity

•

Open-cut mine

•

High grade product  43-48%

•

Lowest cost mine globally

–

Situated on coast

–

Close to China

Notes:

a)

An

agreement

has

been

signed

between

Samancor

Manganese

and

empowerment

consortium

Ntsimbintle

Pty

Ltd.

Under

the

transaction

Prospecting

Rights

held

by

Ntsimbintle

are

to

be

vended

into

a

new

vehicle

in

exchange

for

a

9%

equity

interest

in

Hotazel

Mines,

reducing

Samancor

Manganese’s

equity

interest

in

Mamatwan

and

Wessels

to

91%.

The

transaction

remains

subject

to

Government

approval.

Slide 76

HOTAZEL

Mamatwan

& Wessels

Samancor

Manganese alloy

TEMCO

Metalloys

& Advalloy

MMC (51%)

Manganese Alloy

Metalloys

Advalloy

MMC (51%)

TEMCO

GEMCO

Manganese Ore

•

370ktpa HCFeMn

capacity

•

82ktpa MCFeMn

capacity

•

120ktpa SiMn

capacity

•

One of the largest alloy

plants in the world

•

HCFeMn

128ktpa

capacity

•

SiMn

126ktpa capacity

•

336ktpa sinter per

annum

•

Power supplied by

Hydro Tasmania

•

Mn Metal producer

27ktpa capacity

•

Hydrometallurgical

extraction process

Slide 77

0%

5%

10%

15%

20%

25%

30%

35%

40%

0

200

400

600

800

1,000

1,200

1,400

1,600

0

50

100

150

200

250

300

Samancor Manganese is an industry leader

Manganese ore production

(a)

(mmtu, CY2007)

Notes:

a)

Source:

CRU,

Metal

Expert,

company

reports,

BHP

estimates.

b)

Source:

Metal

Expert,

company

reports.

c)

Source:

Company

reports.

Samancor

Manganese

excludes

third

party

trading.

Segment

EBIT

margin

not

available

for

Privat

and

Assmang.

EBIT margin

(c)

(%, CY2007)

Manganese alloy production

(b)

(kt, CY2007)

NA

NA

Slide 78

A strong existing market footprint, with excellent exposure

to all major developing markets

22%

16%

17%

89%

32%

11%

49%

74%

29%

9%

52%

Global

China

India

Middle East

Samancor

Manganese

Other

Seaborne

Other

Domestic

Global manganese ore market share

(mmtu, CY2007)

•

Leading supplier of seaborne

manganese ore globally

•

Balanced global market position

•

Position in developing markets is

critical for future growth

•

Seaborne market share position in

these markets is stronger than

global position

•

Seaborne suppliers are well

positioned to capture future market

share with the increased

recognition of value in use

Source:

Global

Trade

Atlas

and

BHP

Billiton

estimates

Note:

The

figures

represent

manganese

on

a

contained

basis.

Samancor

Manganese's

global

market

share

for

CY2007

was

16%

when

calculated

on

a

tonnage

basis.

Slide 79

Manganese industry structure

The industry leading Manganese business

Significant future growth and resources

Key messages

Manganese

Slide 80

Samancor

Manganese ore production ramp-up

•

GEMCO

–

Current expansion of 0.7mtpa,

cost of ~US$110m (BHP Billiton

share)

–

Future expansion currently in

pre-feasibility

•

Wessels

–

~US$37m capex expansion

project (BHP Billiton share)

–

Additional 0.7mtpa by FY2012

•

Mamatwan

–

~US$19m capex expansion

project (BHP Billiton share)

–

Additional 1mtpa by FY2010

Manganese ore production forecast

(mt)

0

2

4

6

8

10

12

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

Mamatwan

Wessels

GEMCO

Note:

Production

on

a

100%

basis.

An

agreement

has

been

signed

between

Samancor

Manganese

and

empowerment

consortium

Ntsimbintle

Mining

(Pty)

Limited

(“Ntsimbintle”).

Under

the

transaction

Prospecting

Rights

held

by

Ntsimbintle

are

to

be

vended

into

a

new

vehicle

in

exchange

for

a

9%

equity

interest

in

Hotazel

Mines,

reducing

Samancor

Manganese’s

equity

interest

in

Mamatwan

and

Wessels

to

91%.

The

transaction remains subject

to

Government

approval.

Assuming

the

transaction

had

been

in

effect

from

1-Jul-2006, the CAGR between

FY2007 and FY2012 is 10% based on production on an equity basis of 6.0mt in FY2007 and 9.7mt in FY2012.

Slide 81

•

Long life mines

•

Wessels 137mt uplift as a result of:

–

Upper body delineation

–

Ntsimbintle

BEE

transaction

(a)

•

Mamatwan

82mt uplift as a result of:

–

Enhanced mine planning

–

Ntsimbintle

BEE

transaction

(a)

170

164

68

150

22

159

0

100

200

300

400

500

June 2007

June 2008

+82%

upgrade

Increased resource position to support long term growth

Samancor

Manganese Mineral

Resources

(a)

(mt, as at June 2008)

260mt

Wessels

GEMCO

Mamatwan

473mt

Note:

Mineral

Resources

as

per JORC

Code

and

FY07

and

FY08

annual

estimates

by

relevant

Competent

Persons.

a)

Based

on

100%

basis.

An

agreement

has

been

signed

between

Samancor

Manganese

and

empowerment

consortium

Ntsimbintle

Mining

(Pty)

Limited

(“Ntsimbintle”).

Under

the

transaction

Prospecting

Rights

held

by

Ntsimbintle

are

to

be

vended

into

a

new

vehicle

in

exchange

for

a

9%

equity

interest

in

Hotazel

Mines,

reducing

Samancor

Manganese’s

equity

interest

in

Mamatwan

and

Wessels

to

91%.

The

transaction

remains

subject

to

Government

approval.

Minerals

Resources

on

an

equity

basis

as

at

June

2008

are

446mt,

a

72%

upgrade

over

June

2007

Minerals

Resources.

Slide 82

A focused exploration plan

•

Targeting large, low cost and expandable resource

bases

•

Greenfields activities

–

Gabon

–

Concept study underway

–

Focus on expanding the resource base

–

Arnhem land (Northern Territory, Australia)

–

Good progress in NLC negotiations

•

Brownfields

activities

–

GEMCO

–

Hotazel mines

–

Middelplaats

–

Large underground resource base adjacent to

Mamatwan

•

Ntsimbintle

extensions

Slide 83

Manganese industry structure

The industry leading Manganese business

Significant future growth and resources

Key messages

Manganese

Slide 84

Key messages

•

Samancor

Manganese

(BHP Billiton 60%) is the largest producer

–

Long life assets

–

High quality and global product suite

–

Strong EBIT margin

–

Exposure to all significant developed and

growth markets

•

Globalisation of ore industry

–

Fundamental shift to value in use pricing

–

Very strong growth

•

Operating assets performing very well

–

Excellent safety performance

–

Record production

•

Growth projects underway at mines

•

EBIT contribution levels material to BHP Billiton

Slide 85

Marius Kloppers, Chief Executive Officer

24 June 2008

Concluding Remarks

Slide 86

BHP Billiton’s businesses are leaders in their own right

•

BHP Billiton is the only mining

company with a top three marketing

position in all three steel raw material

groups

•

Australian based operations have a

significant location advantage with

close proximity to Asian growth

market

•

Expected mineralisation base will

support metallurgical coal and iron

ore production lives of >50 years

•

We are aggressively expanding

production capacity

296

103

145

21

111

24

25

14

25

17

33

5

0

50

100

150

200

250

300

350

Vale

BHP Billiton

Rio Tinto

Anglo

American

Xstrata

Manganese

Met Coal

Iron Ore

Source:

Annual

reports,

BHP

Billiton

analysis.

a)

Calculation

based

on

CY2007

equity

production

and

JFY2008

prices.

Iron

ore

JFY2008

price

based

on

a

71%

increase

above

JFY2007

benchmark

–

per

Vale

settlement

for

Ilabira

fines.

Metallurgical

coal JFY2008

price

based

on

a

206-240%

increase

above

JFY2007

benchmark

–

per

BHP

Billiton

announcement

9-Apr-2008.

Manganese

JFY2008

price

based

on

recent

manganese

spot

price

settlement reported in

the

Tex

Report

on

12-Feb-2008.

Iron

ore

equivalent

production

(a)

(mt, CY2007 based on JFY2008 prices)

Slide 87

Industry leading position in Steelmaking materials

•

Tier 1 assets in Iron Ore, Metallurgical Coal and Manganese businesses

-

Large, low-cost assets with significant resource bases

-

Access to key infrastructure

-

A deep inventory of growth options consisting primarily of brownfield expansions

•

Our Australian-based operations have significant advantages in supplying key growth

markets in Asia

•

BHP Billiton’s strong technical and human skills underpin our execution capability

•

All three businesses continue to deliver operating performance and growth

Slide 88

0

2,000

4,000

6,000

8,000

10,000

12,000

CY07

CY08

CY09

CY10

CY11

CY12

A strong and diversified growth profile

% of growth 2007-2012

(Estimated & unrisked)

Note:

Copper

equivalent

units

calculated

using

BHP

Billiton

(BHPB)

estimates

for

BHPB

production.

Production

volumes

exclude

BHPB’s

Speciality

Products

operation

and

a

ll

bauxite

production.

All

energy

coal

businesses

are

included.

Alumina

volumes

reflect

only

tonnes

available

for

external

sale.

Conversion

of

production

forecasts

to

copper

equivalent

units

completed

using

long

term

consensus

price

forecasts,

plus

BHPB assumptions

for

diamonds,

domestic

coal

and

manganese.

Production in copper equivalent tonnes

(Copper equivalent tonnes '000s)

41%

38%

21%

Steelmaking

Materials

Energy

Non-Ferrous

Slide 89

Offer for Rio Tinto –

Compelling terms

2.2 for 1

2.4 for 1

2.6 for 1

2.8 for 1

3.0 for 1

3.2 for 1

3.4 for 1

3.6 for 1

3.8 for 1

12-Jul-2007

07-Sep-2007

05-Nov-2007

01-Jan-2008

27-Feb-2008

24-Apr-2008

Pre approach fair value exchange ratio

12-Nov-2007 BHP Billiton Proposal

06-Feb-2008 BHP

Billiton Offer

Source: Datastream

a)

Exchange

ratio

assumes

100%

BHP

Billiton

Ltd

shares

for

each

Rio

Tinto

Ltd

share

and

BHP

Billiton

shares

for

each

Rio

Tinto

plc

sh

are

consisting

of

80%

BHP

Billiton

Plc

shares

and

20%

BHP

Billiton

Ltd

shares.

2.4

fair

value

exchange

ratio

represents

average

for

period

between

Rio

Tinto

offer

for

Alcan

(12-Jul-2007)

and

BHP

Billiton

approach

to

Rio

Tinto

Board

(1-Nov-2007).

19-Jun-2008

Slide 90

Consistent with our core strategy

•

Tier 1 assets that are large, low-cost,

expandable and consistently profitable

•

Upstream focus and export-oriented

commodities

•

A deep inventory of growth options

•

Portfolio diversified by commodity,

geography and customer

•

Overriding commitment to ethics,

safety, environment and community

engagement

•

Employer of choice and a preferred

partner

Underlying EBITDA

(12 months, US$bn)

0

6,000

12,000

18,000

24,000

FY2002

CY2007

4,677

23,623

Iron Ore

Manganese

Met. Coal

Petroleum

Energy Coal

Aluminium

Base Metals

Stainless

Steel

Non

ferrous

(56%)

Energy

(21%)

Steelmaking

Materials

(22%)

Note:

Historical

financial

information

has

been

restated

for

comparative

purposes

per

note

1

of

BHP

Billiton’s

half-year

financial

report

for

the

half-year

ended

31-Dec-2007.

CY2007

represents

the

12

months

ending

31-Dec-2007.

FY2002

EBITDA

numbers

are

presented

in

accordance

with

UK

GAAP

whereas

CY2007

is

based

on

IFRS

(so

underlying

EBITDA).

a)

EBITDA

margin

excludes

third

party

sales.