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Home Financial statements Independent auditors' report

Financial statements

Independent auditors' report of PricewaterhouseCoopers LLP to the members of Rio Tinto plc and PricewaterhouseCoopers to the members of Rio Tinto Limited

For the purpose of this report, the terms 'we' and 'our' denote PricewaterhouseCoopers LLP in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Rio Tinto plc and PricewaterhouseCoopers in relation to Australian legal, professional and regulatory responsibilities and reporting obligations to the members of Rio Tinto Limited.

We have audited the financial statements of the Rio Tinto Group (the "Group financial statements") for the year ended 31 December 2008 which comprise the Group Income Statement, the Group Balance Sheet, the Group Cash Flow Statement, the Group Statement of Recognised Income and Expense, the related notes (excluding Notes 50 to 53 relating to Rio Tinto Limited) and the Rio Tinto financial information by business unit. We have also audited the information in the Remuneration report included in the accompanying Annual report that is described as having been audited.

PricewaterhouseCoopers LLP has audited the Rio Tinto plc financial statements for the year ended 31 December 2008 which comprise the Company balance sheet and the related notes. PricewaterhouseCoopers has audited the Rio Tinto Limited financial statements for the year ended 31 December 2008 which comprise the Rio Tinto Limited balance sheet, Rio Tinto Limited income statement, Rio Tinto Limited cash flow statement and the related notes (included in Notes 50 to 53). PricewaterhouseCoopers has also audited the Reconciliation with Australian IFRS.

The Group financial statements, the Rio Tinto plc financial statements and the Rio Tinto Limited financial statements (the "financial statements") have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors

The directors' responsibilities for preparing

  • the Annual report, the Group financial statements and the Remuneration report in accordance with applicable law in the United Kingdom and applicable law in Australia as amended by the Australian Securities and Investments Commission Order dated 27 January 2006 (as amended on 22 December 2006) (the "ASIC Order" described in the Australian Corporations Act - Summary of ASIC relief) and International Financial Reporting Standards (IFRSs) as adopted by the European Union;
  • the Rio Tinto plc financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice);
  • the Rio Tinto Limited financial statements (included in Notes 50 to 53) in accordance with applicable law and Australian International Financial Reporting Standards (AIFRS)
are set out in the 'Financial statements' in the Corporate governance section of the Annual report.

Our responsibility is to audit the financial statements and the part of the Remuneration report to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

This report, including the opinions, has been prepared for and only for the members of Rio Tinto plc and Rio Tinto Limited (the "Companies") as a body in accordance with Section 235 of the Companies Act 1985 (in respect of Rio Tinto plc) and Section 308 of the Australian Corporations Act 2001 (in respect of Rio Tinto Limited) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP and PricewaterhouseCoopers report to the members of Rio Tinto plc and Rio Tinto Limited respectively, our opinions as to whether the financial statements give a true and fair view and whether the financial statements and the part of the Remuneration report to be audited have been properly prepared in accordance with the relevant UK and Australian requirements respectively. The UK requirements are those of the UK Companies Act 1985 and, in relation to the Group financial statements, Article 4 of the IAS Regulation. The Australian requirements are those of the ASIC Order. We also report to you whether in our opinion the information given in the Directors' report included in the accompanying Annual report is consistent with the financial statements. The information given in the Directors' report includes that specific information presented in the Business review that is cross referred from the Activities and business review section of the Directors' report. In addition we report to you if, in our opinion, the Companies have not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by UK law regarding directors' remuneration and other transactions is not disclosed.

PricewaterhouseCoopers LLP also reviews whether the Corporate governance statement reflects Rio Tinto plc's compliance with the nine provisions of the Combined Code 2006 specified for our review by the Listing Rules of the Financial Services Authority, and PricewaterhouseCoopers LLP reports if it does not. PricewaterhouseCoopers LLP is not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Companies' or Group's corporate governance procedures or its risk and control procedures.

We read other information contained in the Annual report and consider whether it is consistent with the audited financial statements. The other information comprises only the Chairman's statement, the Directors' report, the unaudited part of the Remuneration report, the Group financial performance, the Financial review, the Corporate governance statement and all of the other information listed on the contents pages.We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinions

We conducted our audits in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Remuneration report to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the circumstances of Rio Tinto Group, Rio Tinto plc and Rio Tinto Limited, consistently applied and adequately disclosed.

We planned and performed our audits so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Remuneration report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinions we also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the Remuneration report to be audited.

In conducting its audit, PricewaterhouseCoopers has complied with the independence requirements of the Australian Corporations' Act 2001.

Opinion of PricewaterhouseCoopers LLP to the members of Rio Tinto plc

In our opinion:

  • the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group's affairs as at 31 December 2008 and of its profit and cash flows for the year then ended;
  • the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation;
  • the Rio Tinto plc financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the parent company's affairs as at 31 December 2008;
  • the parent company financial statements and the part of the Remuneration report to be audited included in the accompanying Annual report have been properly prepared in accordance with the Companies Act 1985; and
  • the information given in the Directors' report is consistent with the financial statements.

Separate opinion in relation to IFRSs as issued by the IASB

As explained in note 1 to the Group financial statements, the Group, in addition to complying with its legal obligation to comply with IFRSs as adopted by the European Union, has also complied with the IFRSs as issued by the International Accounting Standards Board.

In our opinion the Group financial statements give a true and fair view, in accordance with IFRSs, of the state of the Group's affairs as at 31 December 2008 and of its profit and cash flows for the year then ended.

PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors

London
6 March 2009

Opinion of PricewaterhouseCoopers to the members of Rio Tinto Limited

In our opinion:

  • the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group's affairs as at 31 December 2008 and of its profit and cash flows for the year then ended;
  • the Group financial statements have been properly prepared in accordance with the ASIC Order;
  • the Rio Tinto Limited financial statements (included in Notes 50 to 53 of the Group financial statements) give a true and fair view, in accordance with AIFRS, of the state of its affairs as at 31 December 2008;
  • the auditable information about the remuneration of key management personnel contained within the Remuneration report included in the accompanying Annual report complies with the requirements of the ASIC Order;
  • the information given in the Directors' report is consistent with the financial statements.

Separate opinion in relation to IFRSs as issued by the IASB

As explained in note 1 to the Group financial statements, the Group, in addition to complying with its legal obligation to comply with IFRSs as adopted by the European Union, has also complied with the IFRSs as issued by the International Accounting Standards Board.

In our opinion the Group financial statements give a true and fair view, in accordance with IFRSs, of the state of the Group's affairs as at 31 December 2008 and of its profit and cash flows for the year then ended.

Robert Hubbard
Partner
PricewaterhouseCoopers

Brisbane
6 March 2009

Liability limited by a scheme approved under Professional Standards Legislation



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