Edgar Filing: Vale S.A.

Date: October 28, 2009

(Registrant)

/s/ Roberto Castello Branco

Roberto Castello Branco

Director of Investor Relations

Form 6-K

United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934

For the month of

October 2009

Vale S.A.

Avenida Graça Aranha, No. 26
20030-900 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F þ Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes o No þ

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

(Check One) Yes o No þ

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

(Check One) Yes o No þ

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)

Table of Contents:


Press Release

Signature Page

Press Release

Filed at CVM and SEC on 10/28/2009

Gerência Geral de Controladoria — GECOL

Contents


A- Quarterly Information			3
1- Balance Sheet			3
2- Statement of Income			4
3- Statement of Changes in Stockholders’ Equity			5
4- Statement of Cash Flows			6
5- Statement of Value Added			7
6- Notes to the Quarterly Information as of and for the period ended at September 30, 2009 and 2008			8
6.1- Operations			8
6.2- Summary of Significant Accounting Policies and Presentation of Interim Quarterly Information			8
6.3- Consolidation Principles and Practices			8
6.4- Acquisitions and Divestments			9
6.5- Cash and Cash Equivalents			10
6.6- Short-Term Investments			10
6.7- Related Parties			10
6.8- Inventories			13
6.9- Recoverable Taxes			13
6.10- Income Tax and Social Contribution			14
6.11- Investments			15
6.12- Intangible			15
6.13- Property, Plant and Equipment			16
6.14- Loans and Financing			16
6.15- Contingent Liabilities and Commitments			18
6.16- Provision for Asset Retirement Obligations			20
6.17- Pension Plan			20
6.18- Long-term Incentive Compensation Plan			21
6.19- Paid-up Capital			21
6.20- Funds linked to Future Mandatory Conversion into Shares			22
6.21- Treasury Stock			22
6.22- Compensation of Stockholders			22
6.23- Financial Results			23
6.24- Financial Instruments — Derivatives			23
6.25- Selling, Administrative, Other Operating Expenses and Results from the Sale of Investments			34
7- Report of the Independent Accountants on Limited Review			36
8- Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies			38
B- Additional Information			39
9- Cash generation (to review)			39


10- Management’s Discussion and Analysis of the Operational Performance in September 30, 2009 (to review)
10.1- Management’s Discussion and Analysis of the Operational Performance of Consolidated			40
10.1.1- Sales revenues			40
10.1.2- Cost of products and services			42
10.1.3- Selling and administrative expenses			42
10.1.4- Research and development			42
10.1.5- Other operating expenses/revenues (net)			42
10.1.6- Net financial results			42
10.1.7- Income tax and social contribution			42
10.2- Management’s Discussion and Analysis of the Operational Performance of Parent Company			43
10.2.1- Sales revenues			43
10.2.2- Cost of products and services			43
10.2.3- Gross margin			43
10.2.4- Equity results			43
10.2.5- Selling and administrative expenses			43
10.2.6- Research and development			43
10.2.7- Other operating expenses/ income, net			43
10.2.8- Net financial results			43
10.2.9- Income tax and social contribution			43
11- Board of Directors, Fiscal Council, Advisory Committees and Executive Officers			44

A- Quarterly Information

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

1- Balance Sheet



Balance at		In thousands of reais


		Consolidated						Parent Company
	Notes	09/30/09			06/30/09			09/30/09			06/30/09
Assets
Current assets
Cash and cash equivalents	6.5		15,560,596			16,332,857			1,177,026			1,877,690
Short term investments	6.6		8,110,052			5,854,800			—			—
Accounts receivable from customers			6,107,143			5,560,328			5,914,191			7,396,139
Related parties	6.7		140,059			98,727			4,698,839			5,338,362
Inventories	6.8		6,934,086			8,204,776			2,223,061			2,769,348
Deferred income tax and social contribution			836,866			1,098,971			571,926			828,224
Taxes to recover or offset	6.9		2,175,245			1,688,351			1,017,300			871,365
Fair value derivatives			39,476			72,758			—			—
Advances to suppliers			976,014			825,473			862,056			745,015
Others			1,407,192			1,302,110			220,307			294,596

			42,286,729			41,039,151			16,684,706			20,120,739

Non-current assets
Related parties	6.7		99,362			51,051			1,980,584			329,385
Loans and financing			221,915			194,168			133,442			132,277
Prepaid expenses			216,445			478,344			—			—
Judicial deposits			2,021,490			1,940,809			1,320,668			1,316,458
Advances to energy suppliers			905,106			920,985			—			—
Deferred income tax and social contribution			—			—			702,020			707,593
Taxes to recover or offset	6.9		981,475			1,310,040			162,043			168,882
Fair value derivatives	6.24		1,295,763			481,069			922,899			268,562
Others			567,251			232,226			402,214			323,507

			6,308,807			5,608,692			5,623,870			3,246,664

Investments	6.11		4,519,180			2,399,799			87,127,148			84,791,579
Intangibles	6.12		10,366,480			10,199,050			8,098,507			7,933,305
Property, plant and equipment	6.13		111,824,376			111,097,194			41,799,711			40,924,525

			126,710,036			123,696,043			137,025,366			133,649,409

			175,305,572			170,343,886			159,333,942			157,016,812

Liabilities, and stockholders’ equity
Current liabilities
Payable to suppliers and contractors			3,719,892			3,893,496			2,340,763			2,243,596
Payroll and related charges			1,402,828			1,219,661			889,907			692,976
Current portion of long-term debt	6.14		3,657,833			1,397,378			674,630			611,928
Short-term debt	6.14		658,736			693,693			—			—
Related parties			38,567			4,276			6,537,483			6,231,077
Taxes, contributions and royalties			282,741			278,028			71,031			102,893
Provision for income tax			1,093,468			494,253			548,967			18,935
Pension Plan			220,062			226,258			103,572			98,401
Ferrovia Norte Sul subconcession			481,865			474,787			—			—
Fair value derivatives	6.24		52,102			117,322			—			—
Provision for asset retirement obligations	6.16		52,073			63,898			22,015			32,885
Proposed dividends and interest on stockholders’ equity	6.22		2,103,276			2,108,079			2,103,276			2,108,079
Acquisition subsidiary	6.4		1,311,950			—			1,311,950			—
Others			1,262,038			1,042,083			715,333			544,164

			16,337,431			12,013,212			15,318,927			12,684,934

Non-current

Pension Plan			3,304,867			3,331,289			450,766			478,672
Long-term debt	6.14		35,261,112			38,303,736			12,070,959			12,180,184
Related parties			118,411			241,203			27,247,674			30,782,311
Provisions for contingencies	6.15		2,964,857			2,979,229			1,679,739			1,687,811
Deferred income tax and social contribution			6,949,714			6,573,279			—			—
Social contribution			1,510,616			1,115,161			1,510,616			1,115,161
Fair value derivatives	6.24		199,547			20,732			—			—
Provision for asset retirement obligations	6.16		1,966,239			1,945,649			885,214			853,854
Others			4,928,625			4,782,881			3,004,735			2,674,502

			57,203,988			59,293,159			46,849,703			49,772,495

Minority interest			4,598,841			4,478,132			—			—

Stockholders’ equity
Paid-up capital	6.19		47,434,193			47,434,193			47,434,193			47,434,193
Transaction cost of capital increase			(160,771	)		(160,771	)		(160,771	)		(160,771	)
Resources linked to the future mandatory conversion in shares	6.20		4,587,011			3,063,833			4,587,011			3,063,833
Equity assessment adjust			30,298			117,321			30,298			117,321
Cumulative translation Adjustments			(2,271,433	)		(436,472	)		(2,271,433	)		(436,472	)
Revenue reserves			47,546,014			44,541,279			47,546,014			44,541,279

			97,165,312			94,559,383			97,165,312			94,559,383

			175,305,572			170,343,886			159,333,942			157,016,812

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

2- Statement Of Income



Period ended in		In thousands of reais


		Consolidated															Parent Company
		Accumulated															Accumulated
	Notes	3Q/09			2Q/09			3Q/08			09/30/09			09/30/08			09/30/09			09/30/08
Operating revenues
Ore and metals			11,216,628			8,796,797			17,875,129			30,845,115			45,698,681			19,347,105			22,750,229
Sales of aluminum-related products			1,026,766			1,011,319			1,545,540			3,108,992			4,018,390			360,982			250,471
Transport services			791,463			714,857			1,033,619			2,116,802			2,752,479			932,799			1,561,782
Sales of steel products			135,770			107,113			366,950			412,798			1,044,348			—			—
Other products and services			411,821			373,399			565,442			1,280,749			1,306,301			298,283			316,326

			13,582,448			11,003,485			21,386,680			37,764,456			54,820,199			20,939,169			24,878,808
Value Added taxes			(374,419	)		(311,981	)		(688,679	)		(949,083	)		(1,662,162	)		(599,554	)		(1,217,996	)

Net operating revenues			13,208,029			10,691,504			20,698,001			36,815,373			53,158,037			20,339,615			23,660,812


Cost of products and services
Ores and metals			(4,949,696	)		(4,695,108	)		(6,388,389	)		(14,545,973	)		(17,913,686	)		(8,469,441	)		(10,856,551	)
Aluminum-related products			(1,017,784	)		(1,103,845	)		(1,050,151	)		(3,173,012	)		(2,773,997	)		(395,167	)		(278,141	)
Transport services			(506,163	)		(493,482	)		(594,390	)		(1,496,199	)		(1,646,930	)		(592,986	)		(703,096	)
Steel products			(122,845	)		(104,189	)		(309,231	)		(381,080	)		(898,825	)		—			—
Other products and services			(366,029	)		(294,784	)		(299,622	)		(924,428	)		(811,305	)		(218,891	)		(129,456	)

			(6,962,517	)		(6,691,408	)		(8,641,783	)		(20,520,692	)		(24,044,743	)		(9,676,485	)		(11,967,244	)


Gross profit			6,245,512			4,000,096			12,056,218			16,294,681			29,113,294			10,663,130			11,693,568

Gross margin			47.3	%		37.4	%		58.2	%		44.3	%		54.8	%		52.4	%		49.4	%

Operating expenses
Selling and Administrative	6.25		(577,020	)		(513,643	)		(670,546	)		(1,665,153	)		(1,901,939	)		(833,849	)		(942,892	)
Research and development			(438,163	)		(561,930	)		(559,096	)		(1,441,322	)		(1,353,039	)		(940,906	)		(753,146	)
Other operating expenses/income,net	6.25		(647,102	)		(734,955	)		(716,657	)		(2,266,572	)		(1,223,485	)		(641,084	)		(327,013	)

			(1,662,285	)		(1,810,528	)		(1,946,299	)		(5,373,047	)		(4,478,463	)		(2,415,839	)		(2,023,051	)


Operating profit before financial results, results of equity investments and impairment			4,583,227			2,189,568			10,109,919			10,921,634			24,634,831			8,247,291			9,670,517

Results of equity investments	6.11		30,262			50,021			48,682			93,733			163,171			(4,071,091	)		13,946,591

Amortization of goodwill	6.12		—			—			(352,684	)		—			(1,078,049	)		—			(1,078,048	)

			30,262			50,021			(304,002	)		93,733			(914,878	)		(4,071,091	)		12,868,543


Financial results, net	6.23		198,918			2,574,281			(2,026,668	)		2,411,943			(1,493,882	)		9,195,207			(3,060,094	)

Results on sale of assets	6.25		128,555			295,722			—			424,277			138,879			406,622			—

Income before income tax and social contribution			4,940,962			5,109,592			7,779,249			13,851,587			22,364,950			13,778,029			19,478,966
Income tax and social contribution	6.10		(1,839,712	)		(3,533,597	)		111,364			(6,131,291	)		(3,129,701	)		(6,157,173	)		(639,505	)

Current			(1,396,582	)		(3,286,788	)		(833,782	)		(5,840,420	)		(4,084,382	)		(5,607,208	)		(1,398,247	)
Deferred charges			(443,130	)		(246,809	)		945,146			(290,871	)		954,681			(549,965	)		758,742
Minority interest			(97,949	)		(109,343	)		(137,558	)		(99,440	)		(395,788	)		—			—


Net income for the period			3,003,301			1,466,652			7,753,055			7,620,856			18,839,461			7,620,856			18,839,461


Number of shares outstanding at the end of the period (in thousands) (a)			5,212,724			5,212,691			5,278,381			5,212,724			5,278,381			5,212,724			5,278,381


Net earnings per share outstanding at the end of the period (R$)			0.58			0.28			1.47			1.46			3.57			1.46			3.57


(a)		Includes 30,341,144 and 56,582,040 preferred and common shares, respectively, linked to issue of convertible notes, (see note 6.19).

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

3- Statement Of Changes In Stockholders’ Equity



Periods ended		In thousands of reais


							Resources linked to		Equity			Cumulative			Revenue reserves
				Transaction			mandatory		assessment			translation			Expansion/						Unrealized					Fiscal		Retained
	Notes	Paid-up capital		cost			conversion in shares		adjust			Adjustments			Investments			Treasury stock			income			Legal		incentives		earnings			Total
December 31, 2007			28,000,000		—			3,063,833		—			—			24,285,431			(790,224	)		60,883			2,319,695		89,844		—			57,029,462


Net income for the year			—		—			—		—			—			—			—			—			—		—		21,279,629			21,279,629

Treasury stock			—		—			—		—			—			—			(1,658,266	)		—			—		—		—			(1,658,266	)

Cumulative translation Adjustments			—		—			—		—			5,982,074			—			—			—			—		—		—			5,982,074

Unrealized gain on available — for — sale securities			—		—			—		7,945			—			—			—			—			—		—		—			7,945

Capital increase	6.19		19,434,193		(160,771	)		—		—			—			—			—			—			—		—		—			19,273,422

Stockholder’s remuneration proposed

Interim dividends			—		—			—		—			—			(580,124	)		—			—			—		—		(225,462	)		(805,586	)

Stockholder’s remuneration payed			—		—			—		—			—			—			—			—			—		—		(4,834,040	)		(4,834,040	)

Appropriation to revenue reserves			—		—			—		—			—			15,178,507			—			(22,362	)		1,063,982		—		(16,220,127	)		—


December 31, 2008			47,434,193		(160,771	)		3,063,833		7,945			5,982,074			38,883,814			(2,448,490	)		38,521			3,383,677		89,844		—			96,274,640


Net income of the period			—		—			—		—			—			—			—			—			—		—		3,150,903			3,150,903

Treasury stock			—		—			—		—			—			—			(23,642	)		—			—		—		—			(23,642	)

Cumulative translation Adjustments			—		—			—		—			(1,012,286	)		—			—			—			—		—		—			(1,012,286	)

Unrealized result of market value			—		—			—		221,964			—			—			—			—			—		—		—			221,964


March 31, 2009			47,434,193		(160,771	)		3,063,833		229,909			4,969,788			38,883,814			(2,472,132	)		38,521			3,383,677		89,844		3,150,903			98,611,579


Net income of the period			—		—			—		—			—			—			—			—			—		—		1,466,652			1,466,652

Cumulative translation Adjustments			—		—			—		—			(5,406,260	)		—			—			—			—		—					(5,406,260	)

Unrealized result on available — for — sale securities			—		—			—		(112,588	)		—			—			—			—			—		—					(112,588	)


June 30, 2009			47,434,193		(160,771	)		3,063,833		117,321			(436,472	)		38,883,814			(2,472,132	)		38,521			3,383,677		89,844		4,617,555			94,559,383


Net income of the period			—		—			—		—			—			—			—			—			—		—		3,003,301			3,003,301

Treasury stock	6.21		—		—			—		—			—			—			1,434			—			—		—		—			1,434

Resources linked to mandatory conversion in shares			—		—			1,523,178		—			—			—			—			—			—		—		—			1,523,178

Cumulative translation Adjustments			—		—			—		—			(1,834,961	)		—			—			—			—		—		—			(1,834,961	)

Unrealized result of market value			—		—			—		(87,023	)		—			—			—			—			—		—		—			(87,023	)


September 30, 2009			47,434,193		(160,771	)		4,587,011		30,298			(2,271,433	)		38,883,814			(2,470,698	)		38,521			3,383,677		89,844		7,620,856			97,165,312

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

4- Statement Of Cash Flows



Period ended		In thousands of reais


	Consolidated															Parent Company
	Accumulated															Accumulated
	3Q/09			2Q/09			3Q/08			09/30/09			09/30/08			09/30/09			09/30/08
Cash flows from operating activities:
Net income for the period		3,003,301			1,466,652			7,753,055			7,620,856			18,839,461			7,620,856			18,839,461
Adjustments to reconcile net income for the period with cash provided by operating activities:
Results of equity investments		(30,262	)		(50,021	)		304,002			(93,733	)		914,878			4,071,091			(12,868,543	)
Sale of assets		(128,555	)		(295,722	)		—			(424,277	)		(138,879	)		(406,622	)		—
Depreciation, amortization and depletion		1,447,788			1,253,422			1,226,887			3,997,975			3,790,317			1,499,413			1,275,893
Deferred income tax and social contribution		443,130			246,809			(945,146	)		290,871			(954,682	)		549,965			(758,742	)
Monetary and exchange rate variations on assets and liabilities, net		(1,156,733	)		(4,007,311	)		2,306,623			(4,802,628	)		(1,255,016	)		(8,723,890	)		2,236,438
Minority interest		97,949			109,343			137,558			99,440			395,788			—			—
Disposal of property, plant and equipment		173,223			140,663			462,577			476,317			711,797			337,521			502,445
Net unrealized losses (gains) on derivatives		(610,618	)		(1,677,669	)		1,194,914			(2,282,105	)		361,756			(2,001,749	)		652,951
Dividends/interest on stockholders’ equity received		—			21,318			15,228			21,318			38,094			293,817			723,621
Others		138,166			(145,090	)		143,817			(50,405	)		175,450			(10,667	)		82,758

		3,377,389			(2,937,606	)		12,599,515			4,853,629			22,878,964			3,229,735			10,686,282


Decrease (increase) in assets:
Accounts receivable		(529,089	)		1,243,549			(2,924,362	)		1,721,651			(3,882,350	)		3,912,881			(3,851,208	)
Inventories		1,216,407			1,230,727			(1,195,184	)		2,951,592			(1,300,659	)		698,936			(157,644	)
Advances to energy suppliers		—			—			15,880			15,879			47,638			—			—
Taxes to Recover or		(2,743,228	)		2,577,021			81,048			(331,011	)		(131,412	)		2,081,476			(679,461	)
Others		3,858			(402,417	)		(82,509	)		(656,930	)		(22,488	)		234,532			266,194

		(2,052,052	)		4,648,880			(4,105,127	)		3,701,181			(5,289,271	)		6,927,825			(4,422,119	)


Increase (decrease) in liabilities:
Suppliers and contractors		(243,186	)		(455,329	)		591,468			(1,426,540	)		749,559			195,374			664,500
Payroll and related charges		192,117			82,107			230,069			(67,180	)		50,176			9,269			109,070
Taxes and contributions		1,139,115			(422,690	)		9,051			1,028,632			172,128			1,257,908			148,891
Others		239,337			668,570			200,298			759,934			(403,566	)		777,228			(634,955	)

		1,327,383			(127,342	)		1,030,886			294,846			568,297			2,239,779			287,506


Net cash provided by operating activities		2,652,720			1,583,932			9,525,274			8,849,656			18,157,990			12,397,339			6,551,669


Cash flows from investing activities:
Short term investments		(2,255,252	)		1,593,198			(1,213,430	)		(2,716,256	)		(1,213,430	)		—			(1,213,430	)
Loans and advances receivable		(337,137	)		(591,957	)		(33,780	)		(994,478	)		(23,934	)		(31,935	)		(249,260	)
Guarantees and deposits		(53,430	)		(59,388	)		(50,098	)		(164,546	)		(128,595	)		(103,794	)		(99,819	)
Additions to investments		(601,057	)		(622,555	)		(146,660	)		(1,389,689	)		(178,984	)		(6,581,411	)		(749,067	)
Additions to property, plant and equipment		(3,364,308	)		(4,165,787	)		(2,965,066	)		(11,212,848	)		(9,692,610	)		(5,157,284	)		(4,279,644	)
Proceeds from disposal of property, plant and equipment/investments		304,860			602,683			—			907,543			370,501			602,683			—
Net cash used in acquisitions and increase of funds to subsidiaries, net of the cash of subsidiary		(1,451,634	)		(660,420	)		—			(4,245,775	)		—			—			—


Net cash used in investing activities		(7,757,958	)		(3,904,226	)		(4,409,034	)		(19,816,049	)		(10,867,052	)		(11,271,741	)		(6,591,220	)


Cash flows from (used in) financing activities:
Short-term debt additions		2,126,969			695,738			205,334			3,178,808			2,539,515			56,817			3,153,575
Short-term debt repayments		(1,363,170	)		(1,102,714	)		(187,299	)		(2,867,603	)		(2,356,945	)		(4,711,339	)		(3,363,833	)
Long-term debt		2,068,878			802,672			147,536			3,412,486			3,117,522			1,276,710			3,422,255
Issue of convertible notes, in common share’s		577,056			—			—			577,056			—			—			—
Issue of convertible notes, in preferred share’s		1,281,035			—			—			1,281,035			—			—			—
Repayments:
Related parties		—			—			—			—			—			(120,416	)		—
Financial institutions		(264,045	)		(184,364	)		(260,740	)		(689,676	)		(1,543,090	)		(406,341	)		(1,323,825	)
Interest on stockholders’ equity paid to stockholders and dividends		—			(2,734,500	)		—			(2,734,500	)		(2,248,245	)		(2,734,500	)		(2,109,750	)
Capital increase		—			—			19,273,422			—			19,273,422			—			19,273,422
Treasury stock		1,434			—			4			(22,208	)		10			(22,208	)		10


Net cash provided by (used in) financing activities		4,428,157			(2,523,168	)		19,178,257			2,135,398			18,782,189			(6,661,277	)		19,051,854


Increase (decrease) in cash and cash equivalents		(677,081	)		(4,843,462	)		24,294,497			(8,830,995	)		26,073,127			(5,535,679	)		19,012,303
Cash and cash equivalents, beginning of the period		16,332,857			21,319,996			3,746,385			24,639,245			2,127,909			6,712,705			120,188
Effects of exchange rates in cash and equivalents		(95,180	)		(143,677	)		343,753			(247,654	)		183,599			—			—
Initial cash in new consolidated subsidiary		—			—			—			—			—			—			27,563

Cash and cash equivalents, end of the period		15,560,596			16,332,857			28,384,635			15,560,596			28,384,635			1,177,026			19,160,054

Cash paid during the period for:
Short-term interest		(27,890	)		(23,554	)		(6,886	)		(87,238	)		(66,011	)		(108,045	)		(93,620	)
Long-term interest		(462,596	)		(653,897	)		(498,135	)		(1,763,626	)		(1,576,730	)		(1,770,525	)		(1,906,367	)
Income tax and social contribution		(276,230	)		(282,770	)		(2,124,844	)		(894,254	)		(5,406,818	)		(217,065	)		(1,707,112	)
Non-cash transactions:
Additions to property, plant and equipment — interest capitalization		(90,143	)		(57,176	)		(235,411	)		(281,678	)		(275,576	)		(10,617	)		(175,787	)
Transfer of advance for future capital increase to investments		—			—			—			—			—			(291,950	)		(271,173	)

The additional information, notes and attachment I are an integral part of the quarterly information

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

5- Statement Of Value Added



Period ended		In thousands of reais


	Consolidated						Parent Company
	09/30/09			09/30/08			09/30/09			09/30/08
Generation of Value Added
Gross revenue
Revenue from products and services		37,774,919			54,855,693			20,945,442			24,901,594
Revenue for the construction of own assets		8,321,656			8,918,083			4,885,567			6,930,132
Allowance for doubtful accounts		(10,463	)		(35,494	)		(6,273	)		(22,786	)

Less: Acquisition of products		(888,062	)		(2,141,981	)		(191,069	)		(1,318,965	)
Outsourced services		(4,861,705	)		(4,188,206	)		(1,865,700	)		(2,931,633	)
Materials		(13,241,594	)		(15,925,879	)		(8,229,215	)		(9,899,601	)
Fuel oil and gas		(2,011,291	)		(2,821,543	)		(814,000	)		(1,128,347	)
Energy		(1,277,608	)		(1,504,449	)		(508,295	)		(455,591	)
Other costs		(4,774,682	)		(4,091,730	)		(2,994,417	)		(3,082,904	)

Gross Value Added		19,031,170			33,064,494			11,222,040			12,991,899

Depreciation, amortization and depletion		(3,997,975	)		(3,790,317	)		(1,499,413	)		(1,275,893	)


Net Value Added		15,033,195			29,274,177			9,722,627			11,716,006

Received from third parties

Financial revenue		740,145			634,653			532,077			564,628
Results of equity investment		93,733			(914,878	)		(4,071,091	)		12,868,543


Total Value Added to be distributed		15,867,073			28,993,952			6,183,613			25,149,177


Personnel		3,728,670			3,500,027			1,721,878			1,662,162
Taxes, rates and contribution		6,101,442			3,458,619			6,415,731			1,022,832
Remuneration on third partiy capital		2,368,828			2,464,296			2,422,807			2,526,961
Indexation and exchange rate		(4,052,163	)		335,761			(11,997,659	)		1,097,761
Stockholders’ remuneration
Stockholders		7,620,856			18,839,461			7,620,856			18,839,461
Minority interest		99,440			395,788			—			—


Distribution of Value Added		15,867,073			28,993,952			6,183,613			25,149,177

(A free translation from the original in Portuguese, adopted in Brazil accounting practices)

6- Notes To The Quarterly Information As Of And For The Period Ended At September 30, 2009 And 2008

(In thousands of Brazilian reais, except as otherwise stated)

6.1- Operations

Vale S.A. formerly denominated Companhia Vale do Rio Doce, (Vale, the Company) is a publicly company whose predominant activities are mining, processing and sales of iron ore, pellets, copper concentrate and potash, as well as logistic services, power generation and mineral research and development. In addition, through its direct and indirect subsidiaries and jointly controlled companies, also operates in nickel, copper, precious metals, cobalt (by product), manganese and ferroalloys, kaolin, coal, steel, and aluminum-related products.

6.2- Summary of Significant Accounting Policies and Presentation of Interim Quarterly Information

The unaudited Interim Financial Information have been prepared in conformity with the accounting practices adopted in Brazil, based on Corporate law, (as amended by Law 11.638), Law 11.941, as well as the rules and guidelines issued by Brazilian Securities Commission — CVM, which special review were done by our auditors according the rules established by Independent Auditors Institute of Brazil — IBRACON, together with Accounting Federal Council — CFC. These informations followed the principles, methods and criteria that are uniform to those adopted in the prior year ended December 31, 2008, except with regard to the goodwill amortization, and consequently, should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2008.

According to CPC 13 — First-time adoption of Law 11.638 and Law 11.941, the goodwill on expected future results resulting from the acquisition of other company is no longer amortized as from 2009 and therefore is no longer presented in the line item “goodwill amortization” in the statement of income. In 3Q08 the amount recorded was R$ 352,684 (R$ 1,078,049 in the nine-month period ended in September 30, 2008).

In preparing the interim financial statements it is, required to use estimates to account for certain assets, liabilities, and transactions. Therefore the Company’s interim financial statements include various estimates concerning the selection of useful lives of property, plant and equipment, provisions for losses on assets, contingent liabilities, operational provisions and other similar evaluations. Actual results may vary from the estimates.

The rights and obligations in foreign currencies are stated according to prevailing exchange rates at the time of the financial statements, and US$ 1.00 is equivalent to R$ 1.7781 on September 30, 2009 (US$ 1.00 is equivalent to R$ 1.9143 on September 30, 2008), for monetary items. For non-monetary items stated at cost, applies the exchange rate at the date of the transaction or the average monthly exchange rate, and for non-monetary items stated at fair value applies the exchange rate at the date of determining the value. Rights and obligations in the domestic currency, when applicable, are adjusted for inflation according to contractual terms.

The effects of adjustments required by new accounting practices, recognized and presented entirely in one column in the 2008 annual financial statements, were reclassified in the quarters of 2008 with objective to be comparable with respective information of 2009.

The effects of adjustments in the comparative periods resulting from the adoption of CPC 02 - Effects of changes in exchanges rates and currency translation of financial statements was a decrease in 3Q08 of R$ 4,680,332 (R$ 419,807) in parent company reflected in investments in subsidiaries and in the consolidated a decrease in 3Q08 of R$ 1,341,430 (R$ 559,715), reflected in investments in subsidiaries and a decrease of R$ 3,338,902 in the 3Q08 (R$ 139,908), reflected in financial income.

As supplemental information to the interim financial statements, the Company presents the calculation of income before financial income, results of equity investments, income tax and social contribution, depreciation, amortization and depletion — LAJIDA (EBITDA).Although it, does not provide a measure of operating cash flow according to accounting practices adopted in Brazil, it is often used by financial analysts in evaluating business, and the Company’s Management uses this indicator to measure operating performance.

The Company has performed and evaluation of subsequent events through October 28, 2009 which is the date of the financial statements.

6.3- Consolidation Principles and Practices

The consolidated interim financial statements reflect the balances of assets, liabilities and shareholders equity as of September 30, 2009 and June 30, 2009 and operations of quarterly periods ended on September 30, 2009, June 30, 2009 and September 30, 2008 of the Parent Company, its direct and indirect subsidiaries and its jointly-controlled companies. Overseas operations are translated into the reporting currency for the Brazilian financial statements in Brazil to record equity investments, full or proportionate consolidation of financial statements.

Vale’s participation in hydroelectric projects is made through consortium agreements under which the Company’s share in assets and liabilities of the business is proportional to its share in the generated power. The Company does not have joint responsibility for any liability. Since there is no legal entity related to the project, there are no separate financial statements, income tax return, net income or stockholder’s equity. Brazilian legislation clearly provides that there is no separate entity under a consortium agreement. Accordingly, the Company recognizes its proportional share of costs and its undivided share in assets related to hydroelectric projects.

6.4- Acquisitions and Divestments

(a) Mineração Corumbá Reunidas S.A.

In January 2009, the Company entered into a purchase and sale agreement with Rio Tinto PLC to acquire iron ore assets (Brazil) for US$750,000. This acquisition was concluded on September 2009 in the amount of R$ 1,472,971 (including working capital change of the period payment) and was approved by the Administrative Council for Economic Defense — CADE. The difference between the acquisition price and the equity in the amount of R$ 1,017,934 was, preliminary, allocated as follows: R$ 788,308 to PP&E based on the difference between the market values of assets and the net book values and R$ 229,626 to goodwill. All these preliminary allocations were based on internal management research and are subject to revision.

(b) Diamond Coal Ltd.

In March 2009, the Company acquired from Cement Argos the company Diamond Coal Ltd., which owns thermal coal assets in Colombia by R$ 694,560. The difference between the acquisition price and the equity in the amount of R$ 474,544 was, preliminary, fully allocated to PP&E based on the difference between the market values of assets and the net book values. All these preliminary allocations were based on internal management research and are subject to revision.

(c) Green Mineral Resources

In February 2009, the acquisition of Green Mineral Resources, company owner of mineral rights of Project Regina (Canada) and Project Colorado (Argentina) from Rio Tinto, was concluded by the amount of R$ 1,994,695. The difference between the acquisition price and the equity in the amount of R$ 1,744,589 was, preliminary, fully allocated to PP&E based on the difference between the market values of assets and the net book values. All these preliminary allocations were based on internal management research and are subject to revision.

(d) Other transactions

In September 2009, Vale concluded an agreement with ThyssenKrupp Steel AG to increase its stake in ThyssenKrupp CSA Siderúrgica do Atlântico Ltda. (CSA) to 26.87%, from the current 10% interest, through a capital increase of R$ 2,532,064. The Company still has to pay R$ 1,311,950.

In July 2009, Vale signed an agreement which envolves the sale of some forest assets, totaling 84,7 thousand including preservation areas and eucalyptus plantation in Maranhão, per R$ 235 million, registering a gain of R$ 110,899 (see note 6.25).

In April 2009, the Company sold its remaining interest in Usiminas for R$ 594,775 obtaining a gain of R$ 287,814.

In March 2009, 50% of Teal Minerals Incorporated, Joint Venture with African Rainbow Minerals Limited, was acquired by R$ 138,792. The difference between the acquisition price and the equity in the amount of R$ 254,095 was, preliminary, fully allocated to PP&E based on the difference between the market values of assets and the net book values. All these preliminary allocations were based on internal management research and are subject to revision.

In February 2008, the Company sold its interests of 4.83% in common shares of Jubilee Mines N.L., held by Vale Inco, by R$ 231,788 obtaining a gain of R$ 138,879 (see note 6.25).

6.5- Cash and Cash Equivalents


	Consolidated				Parent Company
	09/30/09		06/30/09		09/30/09		06/30/09
Cash and bank accounts		1,018,756		1,056,746		31,025		51,781
Short-term investment		14,541,840		15,276,111		1,146,001		1,825,909

		15,560,596		16,332,857		1,177,026		1,877,690

All the above mentioned short term investments are done through the use of low risk fixed income securities, particularly denominated in Brazilian reais indexed to the CDI rate, and others denominated in US dollars comprised of time deposits.

6.6- Short-Term Investments


	Consolidated
	09/30/09		06/30/09

Time deposit (*)		8,110,052		5,854,800


(*)		Represent application with due date over 90 days.

6.7- Related Parties

In the Company’s normal course of business, it enters into transactions with related parties regarding the sale and purchase of products and services, including the leasing of assets, loans under normal market conditions, marketing of raw material and rail transport services.

The balances of related parties operations, and its effects in the quarterly information’s, can be identified as follows:


	Consolidated
	Assets
	09/30/09				06/30/09
	Customers		Related party		Customers		Related party
Baovale Mineração S. A		4,577		1,580		14,653		—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		398		211		537		214
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		13,859		88		479		130
Companhia Italo-Brasileira de Pelotização — ITABRASCO		1,090		—		1,052		—
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		289		—		—		1,130
Korea Nickel Corporation		19,636		—		22,500		—
Minas da Serra Geral S.A.		2				—		—
Mineração Rio do Norte S.A.		250		16		192		18
MRS Logistica S.A.		940		359		585		41,262
Potassio Rio Colorado AS		—		59,975		—		39,655
Samarco Mineração S.A.		761		33,062		1,931		25,535
Teal Minerals Incorporated		—		144,010		—		40,361
Others		32, 236		120		32,223		1,473

Total		74,038		239,421		74,152		149,778


Registered as:
Current		74, 038		140,059		74,152		98,727
Non-current		—		99,362		—		51,051

		74,038		239,421		74,152		149,778


	Consolidated
	Liabilities
	09/30/09				06/30/09
	Suppliers		Related party		Suppliers		Related party
Baovale Mineração S.A.		18,330		—		27,331		—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		37,942		1,912		40,094		3,060
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		19,233		43		—		2,268
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO		8,756		—		10,588		—
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		40,829		9,518		34,646		14,381
Log-in S.A.		—		—		—		—
Minas da Serra Geral		5,378		14,775		2,689		15,836
Mineração Rio do Norte S.A.		15,927		—		20,453		—
MRS Logistica S.A.		252,900		124,638		129,384		206,666
Samarco Mineração S.A.		24		—		—		—
Others		40,510		6,092		25,836		3,268

Total		439,829		156,978		291,021		245,479


Registered as:
Current		439,829		38,567		291,021		4,276
Non-current		—		118,411		—		241,203

		439,829		156,978		291,021		245,479


	Parent Company
	Assets
	09/30/09				06/30/09
	Customers		Related party		Customers		Related party
ALUNORTE — Alumina do Norte do Brasil S.A.		42,972		61,823		46,493		87,031
Baovale Mineração S.A.		9,154		3,160		29,305		3,160
Companhia Portuária Baía de Sepetiba — CPBS		1,261		4,359		830		86,913
CVRD OVERSE AS Ltd.		80,542		178		132,026		195
Ferrovia Centro — Atlântica S.A.		80,180		54,621		61,142		56,533
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		792		421		1,069		427
Mineraç ões Brasileiras Reunidas S .A . — MBR		6,049		694,783		—		694,606
MRS Logistica S.A.		1,256		21,720		877		35,331
Companhia Nipo-B rasileira de Pelotização — NIBRASCO		—		—		—		2,307
Salobo Metais S.A.		1,913		233,555		2,629		233,555
Samarco Mineração S.A.		1,523		293,021		3,861		278,767
Vale International S.A.		4,743,640		5,051,420		6,646,430		3,712,587
Vale Manganês S.A.		7,489		—		9,013		179,309
Others		154,535		260,362		138,339		297,026

Total		5,131,306		6,679,423		7,072,014		5,667,747


Registered as:
Current		5,131,306		4,698,839		7,072,014		5,338,362
Non-current		—		1,980,584		—		329,385

		5,131,306		6,679,423		7,072,014		5,667,747


	Parent Company
	Liabilities
	09/30/09				06/30/09
	Suppliers		Related party		Suppliers		Related party
ALUNORTE — Alumina do Nortedo Brasil S.A.		15,997		—		14,777		—
Baovale Mineração S.A.		36,660		—		54,663		—
Companhia Portuária Baía de Sepetiba — CPBS		89,737		2,313		96,726		135
CVRD OVERSEAS Ltd.		4		526,597		4		605,397
Ferrovia Centro — Atlântica S.A.		13,698		1,546		9,968		—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		75,884		—		80,188		2,292
Minerações Brasileiras Reunidas S.A. — MBR		87,124		—		56,132		—
MRS Logistica S.A.		368,498		—		302,505		—
Companhia Nipo-Brasileirade Pelotização —NIBRASCO		83,325		21,199		70,707		20,412
Salobo Metais S.A.		7,000		—		—		—
Vale International S.A.		29,284		32,847,909		32,132		36,337,758
Vale Manganês S.A.		—		340,699		—		11
Samarco Mineração S.A.		48		—		—		—
Others		92,618		44,894		89,559		47,383

Total		899,877		33,785,157		807,361		37,013,388


Registered as:
Current		899,877		6,537,483		807,361		6,231,077
Non-current		—		27,247,674		—		30,782,311

		899,877		33,785,157		807,361		37,013,388


	Consolidated
	Income						Expense / Cost						Financial
	3Q/09		2Q/09		3Q/08		3Q/09		2Q/09		3Q/08		3Q/09			2Q/09			3Q/08
Baovale Mineração S.A.		—		3,054		—		4,583		4,584		4,124		—			—			—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		—		—		2,905		—		—		63,511		(148	)		(263	)		(60	)
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		17,364		4,146		83,231		17,679		492		138,579		1,848			40			(432	)
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO		—		—		92,836		4,756		97		59,915		(1,570	)		(110	)		5,351
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		—		64		15,236		8,863		6,819		90,242		(69	)		2,588			2,253
Log-in S.A.		254		13,691		8,550		—		—		—		—			382			(466	)
Mineração Rio do Norte S.A.		16		—		31		55,058		65,018		65,613		53			(105	)		(310	)
MRS Logistica S.A.		4,060		2,988		1,252		150,529		140,479		191,559		(26,091	)		—			—
Samarco Mineração S.A.		20,868		14,049		64,369		—		—		—		(31	)		(61	)		46
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (*)		—		—		408,617		—		—		—		—			—			—
Others		1,116		—		22,416		5,832		2,024		6,649		1,319			20,471			(20,576	)

		43,678		37,992		699,443		247,300		219,513		620,192		(24,689	)		22,942			(14,194	)


	Consolidated
	Income				Expense / Cost				Financial
	09/30/09		09/30/08		09/30/09		09/30/08		09/30/09			09/30/08
Baovale Mineração S.A.		3,054		—		13,751		12,371		—			—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		—		85,313		—		—		(786	)		(1,294	)
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		26,136		235,772		19,386		376,537		(9	)		1,246
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO		—		177,439		11,729		183,089		(2,236	)		4,747
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		64		107,026		34,202		335,634		(521	)		1,652
Log-in S.A.		13,945		20,542		—		197		382			(316	)
Mineração Rio do Norte S.A.		16		31		191,530		179,051		92			(259	)
MRS Logistica S.A.		9,336		8,060		388,281		507,932		(26,091	)		—
Samarco Mineração S.A.		50,435		171,231		—		—		(96	)		23
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (*)		108,982		906,075		—		—		—			674
Others		9,031		30,017		32,698		36,881		(180	)		(21,236	)

		220,999		1,741,506		691,577		1,631,692		(29,445	)		(14,763	)


	Parent Company
	Income				Expense / Cost				Financial
	09/30/09		09/30/08		09/30/09		09/30/08		09/30/09			09/30/08
ALBRAS — Alumínio Brasileiro S.A.		90,738		7,781		—		—		—			65
ALUNORTE — Alumina do Norte do Brasil S.A.		282,188		209,420		90,092		37,967		(20,811	)		10,711
Baovale Mineração S.A.		5,264		—		27,502		24,741		—			—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		—		175,416		66,031		331,712		(1,572	)		(2,588	)
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		56,293		509,185		39,475		503,290		(3,274	)		2,537
Companhia Italo-Brasileira de Pelotização — ITABRASCO		—		390,517		23,883		190,015		(1,283	)		9,667
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		—		221,602		69,801		551,814		57,069			3,371
Companhia Portuária Baia de Sepetiba — CPBS		—		—		206,139		253,886		(6,609	)		(10,890	)
CVRD Overseas Ltd.		1,859,608		2,424,955		—		—		123,717			(6,178	)
Ferrovia Centro — Atlântica S.A.		149,916		165,117		6,524		46,847		3,454			(6,196	)
MRS Logistica S.A.		13,477		31,487		663,729		868,259		—			—
Samarco Mineração S.A.		100,870		342,461		—		—		(193	)		47
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (*)		89,381		792,565		—		—		—			—
Vale Energia S.A.		—		—		134,753		67,669		—			267
Vale International S.A.		15,029,189		14,669,380		—		—		7,863,582			(3,526,255	)
Vale Manganês S.A.		45,582		65,292		—		—		(1,440	)		(10,315	)
Others		1,178		106,489		16,138		27,704		3,192			(14,989	)

		17,723,684		20,111,667		1,344,067		2,903,904		8,015,832			(3,550,746	)


(*)		Investment disposed in April 2009.

Additionally the Company has outstanding balances with Banco Nacional de Desenvolvimento Social and BNDES Participações S.A. in the amounts of R$ 2,424,132 and R$ 750,756 respectively at September 30, 2009, related to loans with charges at market interest rates, which major maturity at September, 2029. These amounts are booked as loans and financing.

Vale also has short-term investments with Bradesco in the amount of R$ 87,891 at September 30, 2009.


	09/30/09
Remuneration of key management personnel

Short-term benefits to managements		36,330
Other long-term benefits to managements		8,207

Total		44,537

6.8- Inventories


	Consolidated				Parent Company
	09/30/09		06/30/09		09/30/09		06/30/09
Finished products
• Nickel, co-products and sub products Inco		2,137,396		2,825,766		55,808		53,263
• Iron ore and pellets		1,635,539		1,689,445		1,176,998		1,521,470
• Manganese and ferroalloys		265,294		324,688		—		—
• Aluminum products		306,338		270,852		4,252		5,983
• Kaolin		71,846		69,191		—		—
• Coal		92,749		110,318		—		—
• Copper Concentrate		56,780		60,483		32,309		36,012
• Steel products		31,847		34,203		—		—
• Others		82,491		282,341		47,382		31,732

		4,680,280		5,667,287		1,316,749		1,648,460

Spare parts and maintenance supplies		2,253,806		2,537,489		906,312		1,120,888

		6,934,086		8,204,776		2,223,061		2,769,348

6.9- Recoverable Taxes


	Consolidated				Parent Company
	09/30/09		06/30/09		09/30/09		06/30/09
Income tax		870,241		972,531		—		50,377
Value-added tax — ICMS		647,510		716,437		493,219		530,427
PIS and COFINS (*)		1,502,820		1,182,679		654,593		400,159
Others		136,149		126,744		31,531		59,284

Total		3,156,720		2,998,391		1,179,343		1,040,247


Current		2,175,245		1,688,351		1,017,300		871,365
Non-current		981,475		1,310,040		162,043		168,882

		3,156,720		2,998,391		1,179,343		1,040,247


(*)		The variation is mentioned taken it of credit in the acquisition of classified materials as “parts and pieces”.

6.10- Income Tax and Social Contribution

Income taxes in Brazil comprise the taxation on income and the social contribution on profit. The statutory effective rate applicable in the periods presented is 34%. In other countries where we have operations, the applicable tax rate varies from 1.67% to 40%.

The amounts of income tax and social contribution recognized in income for the period are presented as follows:


	Consolidated															Parent Company
	Quarter									Accumulated						Accumulated
	3Q/09			2Q/09			3Q/08			09/30/09			09/30/08			09/30/09			09/30/08
Income before income tax and social contribution		4,940,962			5,109,592			7,779,249			13,851,587			22,364,950			13,778,029			19,478,966
Results of equity investment e amortização de ágio		(30,262	)		(50,021	)		304,002			(93,733	)		914,878			4,071,091			(12,868,543	)
Exchange variation — Not taxable		1,457,641			6,822,356			(3,642,182	)		9,711,291			(1,677,109	)		—			—

		6,368,341			11,881,927			4,441,069			23,469,145			21,602,719			17,849,120			6,610,423

Income tax and social contribution at combined tax rates		34	%		34	%		34	%		34	%		34	%		34	%		34	%


Federal income tax and social contribution at statutory rates		(2,165,236	)		(4,039,855	)		(1,509,963	)		(7,979,509	)		(7,344,924	)		(6,068,701	)		(2,247,544	)

Adjustments that affects the basis of taxes:

Income tax benefit from interest on stockholders’ equity		—			—			286,675			—			868,960			—			868,960
Fiscal incentives		62,116			129,218			44,729			254,806			251,430			168,696			90,516
Results of overseas companies taxed by different rates which difference than the parent company rate		273,062			361,304			1,239,923			1,356,309			3,063,996			—			—
Others		(9,654	)		15,736			50,000			237,103			30,837			(257,168	)		648,563

Income tax and social contribution		(1,839,712	)		(3,533,597	)		111,364			(6,131,291	)		(3,129,701	)		(6,157,173	)		(639,505	)

Vale has tax incentives related to its manganese, copper, alumina, aluminium and kaolin operations in the state of Pará, kaolin operation in the state of Amapá and potash in the state of Sergipe. Tax incentives related to manganese comprise partial exemption up to 2013. Tax incentives related to alumina and potash comprise full exemption of income tax on production levels defined up to 2009 and 2013, respectively, while the partial tax exemption of incentives related to aluminum and kaolin expires in 2013. An amount equal to the tax savings shall be recognized in a reserve account in shareholders’ equity and may not be paid as dividends.

Vale also has tax incentives related to Goro, in New Caledonia (Goro). These tax incentives include temporary full exemption of income tax during the construction phase of the project and also for a 15-year period beginning in the first year of commercial production, as defined by the applicable law, followed by a 5-year period with 50% of temporary tax incentives. Besides the, Goro Project also qualifies for certain exemptions of indirect taxes such as import tax during the construction phase and during all the commercial life of the project. Some of these tax benefits, including temporary tax incentives, are subject to an earlier phase out in case the project achieves a specified cumulative rate of return. We are subject to taxation on part of the income commencing in the first year in which commercial production is achieved, as defined by the applicable law. To date, we have not recorded any taxable income for New Caledonian tax purposes. The benefits of this legislation are expected to apply with respect to taxes payable once the Goro project is in operation.

Vale is subject to examination by tax authorities for up to five years regarding its operations in Brazil, ten years for Indonesia, and five or six years for operations in Canada, according to the cantonal, except for Newfoundland which has no limit.

Brazilian tax loss carry-forwards have no expiration date though offset is restricted to 30% of annual end quarter taxable income.

6.11- Investments


							Equity Results
	Investments						Quarter									Accumulated
	09/30/09			06/30/09			3Q/09			2Q/09			3Q/08			09/30/09			09/30/08
Investments carried at market value (a)
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (b)		—			—			—			17,483			15,168			17,483			32,693
Mirabela Nickel Ltd		30,478			46,575			—			—			—			—			—
Hudbay Minerals Inc.		—			44,178			—			—			—			—			—
Heron Resources Inc		9,908			6,306			—			—			—			—			—
Others		20,180			32,729			—			—			—			—			—

		60,566			129,788			—			17,483			15,168			17,483			32,693

Investments valued by equity method of accounting
Henan Longyu Energy Resources Co. Ltd.		411,541			417,157			32,551			40,456			35,778			115,365			110,294
Korea Nickel Corp.		15,108			41,319			—			(3,316	)		—			—			—
Log-In — Logistica Intermodal S/A.		217,713			217,713			—			(1,051	)		470			3,749			18,107
Shandong Yankuang International Company Ltd		(5,528	)		(1,168	)		(3,145	)		(8,872	)		(3,338	)		(28,005	)		(302	)
ThyssenKrupp CSA — Cia Siderúrgica do Âtlantico (c)		3,557,541			1,331,214			—			—			—			—			—
Vale Soluções em Energia		172,243			172,243			—			—			—			—			—
Zhuhai YPM Pellet e Co.,Ltd.		21,756			20,712			1,651			5,962			—			(2,275	)		—
Others		68,240			70,821			(795	)		(641	)		604			(12,584	)		2,379

		4,458,614			2,270,011			30,262			32,538			33,514			76,250			130,478

		4,519,180			2,399,799			30,262			50,021			48,682			93,733			163,171


(a)		investments measured at market value, or equivalent, with impact in the unrealized results of market value line inside shareholders’ equity.

(b)		Investments disposed in 2009. The amount R$ 17.483 in 2T09 refers to dividends received.

(c)		Investment evaluated the market until set/09.

6.12- Intangible


	Consolidated
							Goodwill
	Intangible						*amortization ()**
	09/30/09			06/30/09			3Q/08
Intangible by segment

Iron ore and pellets
Goodwill of Minerações Brasileiras Reunidas — MBR (Includes goodwill Caemi) (b)		4,060,415			4,060,415			(138,612	)
Mineração Corumbá Reunidas S/A		229,627			—			—
Goodwill other companies (a, b)		4,605			5,645			(829	)

		4,294,647			4,066,060			(139,441	)

Nickel
Goodwill of Inco Limited (a, b, d)		2,958,932			3,015,506			(212,143	)

Coal
Goodwill of Vale Australia (a, b)		167,440			168,292			(1,100	)


Total goodwill		7,421,019			7,249,858			(352,684	)


							End amortization
Other rights

Right of use of the actions of the EBM		660,711			666,670		May 2037
Subconcessão — Ferrovia Norte Sul — FNS		1,659,109			1,653,491		December 2037
Other rights Vale Inco		608,864			612,254		September 2046
Other		16,777			16,777


Total Other rights		2,945,461			2,949,192

Total Intangible		10,366,480			10,199,050


Intangible not recorded at the parent company		(2,267,973	)		(2,265,745	)

Total parent company		8,098,507			7,933,305


(a)		Goodwill not recorded in the parent company; and

(b)		Goodwii ll paid by future profitability expectancy

(*)		The amortization of goodwill was ceased in december 2008 (see note 6.2)

The main changes in intangibles caption during the quarter ended in September 30, 2009, which changed the balance of R$ 10,199,050 as of June 30, 2009 to R$ 10,366,480 as of September 30,2009, are as follows: decrease of amortization in the amount of R$ 9,710, decrease of translation adjustment in the amount of R$ 61,857, increase of exchange monetary variation by R$ 9,370 and increase in goodwill of R$229,627.

6.13- Property, Plant and Equipment


				Consolidated									Parent Company
	Average			09/30/09							06/30/09		09/30/09							06/30/09
	depreciation					Accumulated									Accumulated
	rates			Cost		depreciation			Net		Net		Cost		depreciation			Net		Net
Lands		—			512,713		—			512,713		496,759		291,023		—			291,023		279,027
Buildings		3.63	%		9,140,350		(2,313,445	)		6,826,905		7,035,784		3,733,355		(987,158	)		2,746,197		2,695,582
Installations		3.73	%		30,377,695		(10,038,383	)		20,339,312		19,833,747		14,106,894		(4,361,237	)		9,745,657		9,648,660
Equipment		7.34	%		14,728,379		(4,759,240	)		9,969,139		10,137,898		5,386,566		(1,870,623	)		3,515,943		3,248,591
Information technology equipment		20.00	%		2,204,479		(1,351,917	)		852,562		894,060		1,789,254		(1,106,692	)		682,562		698,678
Railroads		3.09	%		12,944,319		(4,546,969	)		8,397,350		7,890,652		10,995,759		(4,021,011	)		6,974,748		6,557,971

Mineral rights		3.26	%		29,833,894		(3,938,351	)		25,895,543		23,378,733		1,876,021		(382,422	)		1,493,599		1,585,786

Others		7.27	%		11,373,702		(2,760,101	)		8,613,601		10,869,554		3,300,162		(1,605,529	)		1,694,633		1,679,647

					111,115,531		(29,708,406	)		81,407,125		80,537,187		41,479,034		(14,334,672	)		27,144,362		26,393,942
Construction in progress					30,417,251		—			30,417,251		30,560,007		14,655,349		—			14,655,349		14,530,583

Total					141,532,782		(29,708,406	)		111,824,376		111,097,194		56,134,383		(14,334,672	)		41,799,711		40,924,525

6.14- Loans and Financing

Current


	Consolidated				Parent Company
	09/30/09		06/30/09		09/30/09		06/30/09

Trade finance		503,731		548,277		—		—
Working capital		155,005		145,416		—		—

		658,736		693,693		—		—

Refers to short-term financing for export, denominated in US dollars, with average annual interest rate of 2.24%.

Non-current


	Consolidated								Parent Company
	Current liabilities				Non-current				Current liabilities				Non-current
	09/30/09		06/30/09		09/30/09		06/30/09		09/30/09		06/30/09		09/30/09		06/30/09
Foreign operations

Loans and financing in:
U.S. dollars		2,731,159		562,086		8,895,148		12,559,108		284,622		312,393		516,425		717,341
Other currencies		42,880		49,189		375,902		360,668		6,220		6,552		9,295		9,791
Notes in U.S. dollars		—		—		13,346,726		12,687,035		—		—		—		—
Export securitization (*)		101,165		109,892		190,440		237,219		—		—		—		—
Perpetual notes		—		—		148,279		162,748		—		—		—		—
Accrued charges		365,124		350,385		—		—		2,768		10,969		—		—

		3,240,328		1,071,552		22,956,495		26,006,778		293,610		329,914		525,720		727,132


Local operations

Indexed by TJLP, TR, IGP-M and CDI		137,779		145,105		5,594,095		5,451,570		101,294		101,293		5,338,366		5,176,518
Basket of currencies		2,502		2,746		5,838		7,094		2,502		2,746		5,838		7,094
Loans in U.S. dollars		—		—		701,035		837,718		—		—		701,035		769,440
Non-convertible debentures		—		—		6,003,649		6,000,576		—		—		5,500,000		5,500,000
Accrued charges		277,224		177,975		—		—		277,224		177,975		—		—

		417,505		325,826		12,304,617		12,296,958		381,020		282,014		11,545,239		11,453,052

		3,657,833		1,397,378		35,261,112		38,303,736		674,630		611,928		12,070,959		12,180,184


(*)		Debt securities collateralized by future receivables arising from certain exports sales.

The long-term portion as of September 30, 2009 matures as follows:


	Consolidated				Parent Company
2010		1,837,014	5	%		1,579,988	13	%
2011		5,158,388	15	%		280,774	2	%
2012		2,364,462	7	%		325,168	3	%
2013		5,861,940	17	%		4,303,412	36	%
2014 onwards		19,387,380	55	%		5,581,617	46	%
No due date (Perpetual notes and non-convertible debentures)		651,928	1	%		—	0	%

		35,261,112	100	%		12,070,959	100	%

As of September 30, 2009, annual interest rates on long-term debt were as follows:


	Consolidated		Parent Company
Up to 3%		11,493,426		1,510,045
3.1% to 5%		178,414		2,362
5.1% to 7%(*)		13,334,301		765,589
7.1% to 9%(*)		9,991,684		6,886,791
9.1% to 11%		1,737,274		1,549,319
Over 11% (*)		2,031,483		2,031,483
Variable (Perpetual notes)		152,363		—

		38,918,945		12,745,589


(*)		Includes non-convertible debentures and other Brazilian reais denominated loans where interest is equal to the accumulated variation by CDI and TJLP (Brazilian interbank certificate of deposit and Long-term interest rate) plus spread. For these operations the Company has contracted derivatives to hedge the Company exposure against the variations of floating debt denominated in reais. The contract value for these operations is R$ 10,875 million, where R$ 5,743 million has an original interest rate between 7.1% and 9%, and the remaining amount has real interest rate above 9%. After the derivatives contract, the average cost of these operations is equivalent to 4.64%.

The percentage variations related applied to the debt in each quarter ended were as follows:


	09/30/09			06/30/09			09/30/08
TJLP — Long-Term Interest Rate (effective rate)		1.6			1.6			1.5
IGP-M — General Price Index — Market		(0.4	)		(0.3	)		1.6
Devaluation of Real against United States Dollar		9.8			18.6			20.0

In September, 2009, Vale issued US$ 1,000 million of 10-year notes through its wholly-owned subsidiary Vale Overseas, fully and unconditionally guaranteed by Vale. The notes due 2019 will bear a coupon of 5 5/8% per year, payable semi-annually, at a price of 99.23% of the principal amount. These notes were priced with a spread of 225 basis points over U.S. Treasuries, resulting in a yield to maturity of 5.7% per year.

On January, 2008 the Company entered into a transaction with Brazilian bank to finance working capital in the amount of R$ 2,000 millions with final maturity in 2018.

In 2008, Vale entered into agreements with Banco Nacional de Desenvolvimento Econômico e Social (BNDES), the Brazilian National Development Bank with Japanese agencies, granting long-term financials, Japan Bank for International Cooperation (JBIC) and Nippon Export and Investment Insurance (NEXI) for the financing of the mining, logistics and power generation projects to be developed under Vale’s investment program for 2008-2012. Until September 30, 2009 the Vale had draw down R$ 1,145 million under the credit facility granted by BNDES.

Additionally, we have revolving credit lines available under which amounts can be drawn down and repaid at the option of the borrower. At September 30, 2009, the total amount available under revolving credit lines was US$1,900, of which US$1,150 was granted to Vale International and the balance to Vale Inco. As of September 30, 2009, neither Vale International nor Vale Inco had drawn any amounts under these facilities.

At September 30, 2009 the outstanding debt was R$ 38,918,945 (June 30, 2009 R$ 39,701,114), of which R$ 295,224 (June 30, 2009 R$ 351,471) is collateralized by future receivables from certain export sales by the subsidiary CVRD Overseas Ltd. Loans, R$1,041,462 (June 30, 2009 R$532,788) guaranteed by other actual assets. Besides, there are loans in the amount of R$59,706 (June 30, 2009 R$89,070) from international lenders guaranteed by Brazilian Federal Government, to which the Company has provided guarantees in the same amount. The remaining long-term debt of R$37,522,553 (June 30, 2009 R$38,727,785), of which R$13,346,726 (June 30, 2009 R$12,687,035) of fixed rate notes denominated in dollar and R$24,175,827 (June 30, 2009 R$26,040,750) of other debts there are no guarantees.

Some long-term debt instruments have financial coverage. The main financial coverage relates to certain ratios that must be maintained, such as debt versus EBITDA and interest coverage. The Company is in full compliance with financial coverage required.

6.15- Contingent Liabilities and Commitments

The Company and its subsidiaries are parties to labor, civil, tax and other suits and have been contesting these matters both administratively and in court. When applicable, these are backed by judicial deposits. Provisions for losses are estimated and inflation restated by management based on the opinion of the Legal Department and its external legal counsels.

In addition to the provisions recorded, there are other contingent liabilities, split between taxes, labor and civil claims, estimated as possible losses in the amount of R$ 8,332,128 (R$ 3,840,486 for the parent Company).

Contingent Liabilities

Provisions for contingencies net of judicial deposits, considered by management and its legal counsel as sufficient to cover probable losses from, are detailed as follows:


	Consolidated						Parent Company
	09/30/09			06/30/09			09/30/09			06/30/09
I) Tax contingencies		2,243,659			2,356,046			1,205,401			1,186,497
(-) Judicial deposits		(1,079,516	)		(1,064,071	)		(1,016,331	)		(937,925	)

		1,164,143			1,291,975			189,070			248,572

II) Civil contingencies		698,774			630,133			532,439			536,428
(-) Judicial deposits		(41,881	)		(39,655	)		(1,694	)		—

		656,893			590,478			530,745			536,428

III) Labor contingencies		1,148,261			1,121,299			974,287			935,582
(-) Judicial deposits		(45,177	)		(58,831	)		(26,831	)		(44,854	)

		1,103,084			1,062,468			947,456			890,728

IV) Environmental contingencies		40,737			34,308			12,468			12,083

Total accrued liabilities		2,964,857			2,979,229			1,679,739			1,687,811


	09/30/09			06/30/09			09/30/09			06/30/09
Balance at the beginning of the period		2,979,229			2,984,338			1,687,811			1,692,372
Provisions, net of reversals		44,453			23,496			(72,776	)		(43,319	)
Payment		(11,444	)		(8,465	)		(11,444	)		(8,434	)
Monetary update		(43,364	)		(31,318	)		138,225			91,290
Judicial deposits		(4,017	)		11,178			(62,077	)		(44,098	)

Balance at the end of period		2,964,857			2,979,229			1,679,739			1,687,811

	I)		Tax Contingencies:

			The major suits are:

•

Value-Added Tax on Sales and Services (ICMS) — The contingent figures refers to the right of credit and differential rates regarding the transfer of assets between company branches;

•

Services Tax (ISS) — The major claims are related to disputes on the location of tax collection;

•

Import Duty (II) — The provision made is related to the Fiscal classification of equipment imported by merged companies;

•

Additional Compensation to Harbor Workers (AITP) — Amounts regarding the collection of compensation amounts for public harbor workers transferred to private harbor;

•

Income Tax and Social Contribution — It refers essentially to the dispute on tax loss compensation and negative bases of social contribution above the limit of 30% of taxable income and monetary adjustment of assets from merged companies; and

•

Others — Regarding disputes on tax credit compensation and the basis of calculation of Financial Compensation by Exploration of Mineral Resources — CFEM.

II)

Civil Contingencies:

The civil lawsuits are mainly related to claims made against us by contractors in connection with losses allegedly incurred by them as a result of several economic plans, accidents and return of land.

	III)		Labor Contingencies:

			Labor and social security contingencies — it refers mainly to claims for (a) payment of time spent traveling from their residences to the work-place, (b) additional health and safety related payments, and (c) disputes about the amount of indemnities paid upon dismissal and one-third extra holiday pay.

Other commitments

(a)

In connection with a tax-advantaged lease financing arrangement sponsored by the French Government, Vale provided certain guarantees on behalf of Vale Inco New Caledônia (VINC) pursuant to which it was guaranteed payments due from VINC of up to a maximum amount of US$ 100 millions (“Maximum Amount”) in connection with an indemnity. The Company also provided an additional guarantee covering the payments due from VINC of (a) amounts exceeding the Maximum Amount in connection with the indemnity and (b) other amounts payable by VINC under a lease agreement covering certain assets. As at September 30, 2009, such guarantees totaled US$ 159 millions including the US$ 100 millions.

During the second quarter two new bank guarantees totaling € 43 millions were established by the Company on behalf of VINC in favor of the South Province of New Caledonia in order to guarantee the performance of VINC with respect to certain environmental obligations in relation to the metallurgical plant and the Kwe West residue storage facility.

Sumic Nickel Netherlands B.V., a 21% shareholder of VINC, has a put option to sell to Vale 25%, 50%, or 100% of the shares they own of VINC. The put option can be exercised if the defined cost of the initial nickel-cobalt development project exceeds US$ 4,2 billions at project rates and an agreement cannot be reached on how to proceed with the project.

The Company provided a guarantee covering certain termination payments due from VINC to the supplier under an electricity supply agreement (“ESA”) entered into in October 2004 for the VINC project. The amount of the termination payments guaranteed depends upon a number of factors, including whether any termination of the ESA is a result of a default by VINC and the date on which an early termination of the ESA were to occur. If VINC defaults under the ESA prior to the anticipated start date for supply of electricity to the project, the termination payment, which currently is at its maximum, would be € 145 millions. Once the supply of electricity under the ESA to the project begins, the guaranteed amounts will decrease over the life of the ESA.

In February 2009, Vale Inco Newfoundland and Labrador Limited (“VINL”), Vale’s subsidiary, entered into a fourth amendment to the Voisey’s Bay Development agreement with the Government of Newfoundland and Labrador, Canada, that permitted VINL to ship up to 55,000 metric tonnes of nickel concentrate from the Voisey’s Bay area mines. As part of the agreement, VINL agreed to provide the Government of Newfoundland and Labrador financial assurance in the form of letters of credit each in the amount of $ 16 million Canadian-dollar for each shipment of nickel concentrate shipped out of the province from January 1, 2009 to August 31, 2009. The maximum amount of this financial assurance is $ 112 millions Canadian-dollar based on seven shipments of nickel concentrate. As at September 30, 2009, all seven of the letters of credit had been issued totaling $ 112 millions Canadian-dollar.

(b)

At the time of our privatization in 1997, the Company issued debentures to its then-existing stockholders, including the Brazilian Government. The terms of the debentures, were set to ensure that the pre-privatization stockholders, including the Brazilian Government would participate in possible future financial benefits that could be obtained from exploiting certain mineral resources.

A total of 388,559,056 Debentures were issued at a par value of R$ 0.01 (one cent), whose value will be restated in accordance with the variation in the General Market Price Index (IGP-M), as set forth in the Issue Deed.

The debentures holders has the right to receive premiums, paid semesterly, equivalent to a percentage of net revenues from specific mine resources as set forth in the indenture.

In April and in September, 2009, the Company paid interest on debentures in the amount of R$ 7,879 and R$ 7,231, respectively.

6.16- Provision for Asset Retirement Obligations


	Consolidated						Parent Company
	09/30/09			06/30/09			09/30/09			06/30/09
Provisions in the beginning of year		2,009,547			2,067,730			886,739			894,997
Accretion expense		41,460			27,848			32,969			17,606
Liabilities settled in the current period		(13,190	)		(27,651	)		(12,479	)		(25,864	)
Revisions in estimated cash flows		—			21,854			—			—
Cumulative translation adjustment		(19,505	)		(80,234	)		—			—

Provisions in the end of year		2,018,312			2,009,547			907,229			886,739

Current		52,073			63,898			22,015			32,885
Non-current		1,966,239			1,945,649			885,214			853,854

		2,018,312			2,009,547			907,229			886,739

6.17- Pension Plan

The following information summarizes the costs related to pension plans, which include the allowance for additional pension support and health care plan.

Allowance for additional pension support and health care plan refer to the Company’s responsibility to support retirements, pensions and health assistance in connection with the termination of some employees, which occurred between 1987 and 1989.

In the 2008 year-end financial statements, Vale disclosed that it expected to contribute R$ 837,978 to its defined benefit plans in 2009. As of September 30, 2009, R$ 454,340 had been contributed. The Company does not expect significant changes in the estimates disclosed in 2008.


	Consolidated
	Quarter
	3Q/09									2Q/09									3Q/08
	Overfunded			Underfunded			Underfunded			Overfunded			Underfunded			Underfunded			Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits			pension plans			pension plans			other benefits			pension plans			pension plans			other benefits
Service cost — benefits earned during the period		5,354			20,018			6,386			5,355			21,533			8,758			5,116			25,012			10,793
Interest cost on projected benefit obligation		153,518			117,704			39,023			153,518			117,312			43,321			139,017			106,151			33,885
Expected return on assets		(211,488	)		(85,953	)		(1,820	)		(211,487	)		(95,516	)		—			(231,526	)		(104,501	)		—
Amortization of initial transitory obligation		6,786			7,279			(7,227	)		11,309			1,958			(11,694	)		(2,495	)		3,335			(3,335	)

Net periodic pension cost		(45,830	)		59,048			36,362			(41,305	)		45,287			40,385			(89,888	)		29,997			41,343


	Consolidated
	Accumulated
	09/30/09									09/30/08
	Overfunded			Underfunded			Underfunded			Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits			pension plans			pension plans			other benefits
Service cost — benefits earned during the period		14,279			67,003			25,017			13,643			84,365			34,126
Interest cost on projected benefit obligation		409,382			359,037			127,070			370,711			317,393			107,150
Expected return on assets		(563,967	)		(281,563	)		(1,820	)		(617,403	)		(329,562	)		—
Amortization of initial transitory obligation		18,095			27,748			(35,082	)		(6,654	)		3,335			(10,041	)

Net periodic pension cost		(122,211	)		172,225			115,185			(239,703	)		75,531			131,235


	Parent Company
	Quarter
	3Q/09								2Q/09								3Q/08
	Overfunded			Underfunded			Underfunded		Overfunded			Underfunded			Underfunded		Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits		pension plans			pension plans			other benefits		pension plans			pension plans			other benefits
Service cost — benefits earned during the period		5,354			—			927		5,355			—			928		5,116			—			788
Interest cost on projected benefit obligation		153,518			19,435			8,086		153,518			19,434			8,085		139,017			17,776			7,206
Expected return on assets		(211,488	)		(11,341	)		—		(211,487	)		(11,341	)		—		(231,526	)		(7,789	)		—
Amortization of initial transitory obligation		6,786			—			52		11,309			—			51		(2,495	)		—			—

Net periodic pension cost		(45,830	)		8,094			9,065		(41,305	)		8,093			9,064		(89,888	)		9,987			7,994


	Parent Company
	Accumulated
	09/30/09								09/30/08
	Overfunded			Underfunded			Underfunded		Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits		pension plans			pension plans			other benefits
Service cost — benefits earned during the period		14,279			—			2,473		13,643			—			2,102
Interest cost on projected benefit obligation		409,382			51,826			21,562		370,711			47,401			19,216
Expected return on assets		(563,967	)		(30,243	)		—		(617,403	)		(20,770	)		—
Amortization of initial transitory obligation		18,095			—			138		(6,654	)		—			—

Net periodic pension cost		(122,211	)		21,583			24,173		(239,703	)		26,631			21,318

6.18- Long-term Incentive Compensation Plan

In 2008, with the purpose of introducing a “stockholders vision” to some of the Company’s executives, as well as improving the retention of these executives and reinforcing a sustainable performance culture, the Board of Directors approved a long-term incentive compensation plan, which was implemented with a three-year cycle.

Under the plan, the participants, restricted to certain executives, may elect to allocate part of their annual bonuses to the plan. That portion of the bonus allocated to the plan is in fact used by the executive to purchase Vale’s preferred shares through a previously defined financial institution, at market conditions and with no benefit provided by Vale.

The shares purchased by each executive have no restrictions and may, at the participant’s discretion, be sold at any time. However, in order to be entitled to the long-term incentive compensation plan to be provided by Vale, the amount of shares initially purchased by the executives on the plan’s adoption must be held for a three-year period and the executive must retain their employment relationship with Vale during that period.

By meeting the two conditions described above (keeping the number of shares purchased and remaining a Vale employee over the three-year period), the participant becomes entitled to receive from Vale, at the end of each cycle, a cash payment equivalent to the total amount of the shares held, based on the their market quotations. As of September 30, 2009, 1,809,117 shares (1,809,117 shares as of June 30, 2009) were covered by said benefit.

The Company records the cost of this incentive in accordance with the Long-Term Compensation Plan, following the requirements of CVM Resolution 562/2008. The obligations are measured at fair value on each disclosure date, based on market quotations. Settlement costs incurred are recognized during the three-year vesting period.

Additionally, certain executives eligible to the long-term incentive have the opportunity to receive at the end of the three-year cycle an amount equal to the market value of a certain number of shares, based on an evaluation of their career and Vale’s performance factor as measured by the indicator of total return to stockholders.

As of September 30, 2009, the amount accrued to support this plan is R$ 70,633 (R$ 67,777 as of June 30, 2009), fully recognized in the statement of income.

6.19- Paid-up Capital

Class A preferred shares have the same rights as common shares, except for the right to elect the members of the Board of Directors. They have priority to a minimum annual dividend of 6% on the portion of capital represented by this class of share or 3% on the book net equity value of the share, whichever is greater.

On July 2008, the Company issued 256,926,766 common shares and 164,402,799 preferred shares through a global offering, in Brazil and abroad.

On August 2008, through an additional offering, the Company issued 24,660,419 preferred shares. Following the issue, Vale’s capital stock increased by R$ 19,434,193 with corresponding transaction costs of R$ 160,771 being recorded as contra entry. As a result, capital is now composed of 3,256,724,482 common shares and 2,108,579,618 preferred shares, totaling R$ 47,434,193.

As from May, 04 2009, Vale changed the code for negotiation of its ADRs negotiated in New York Stock Exchange (NYSE) from RIO e RIO-P to VALE and VALE-P, respectively.

As of September 30, 2009, the Company’s capital is R$ 47,434,193, corresponding to 5,365,304,100 shares, without par value.

The members of the Board of Directors and the Executive Board together own 157,340 common shares and 1,008,701 preferred shares.

The Board of Directors has the power, without requiring an amendment to the bylaws, to allow the issue of new shares (authorized capital) including through the capitalization of profits and reserves up to the authorized limit of 3,600,000,000 common shares and 7,200,000,000 preferred shares without par value.

6.20- Funds linked to Future Mandatory Conversion into Shares

Vale issued mandatory convertible notes, as follows:

Date

Value (In thousands of reais)

Headings

Emission

Expiration

Gross

Net of charges

Cupom

Tranches RIO e RIO P.

June/2007

June/2010

3,601

3,064

5,50% a.a.

Tranches VALE - 2012

Tranches VALE P - 2012

July/2009

July/2012

1,858

1,523

6,75% a.a.

The notes pay a coupon quarterly and are entitled to an additional remuneration equivalent to the cash distribution paid to ADS holders. These notes were classified as a capital instrument, mainly due to the fact that neither the Company nor the holders have the option to settle the operation, whether fully or partially, with cash, and the conversion is mandatory; consequently, they were recognized as a specific component of shareholders’ equity, net of financial charges.

The funds linked to future mandatory conversion, net of charges are equivalent to the maximum of common shares and preferred shares, as follows. All the shares are currently held in treasury (see note 6.21).


	Maximum amount of action				Value (In thousands of reais)
Headings	Common		Preferred		Common		Preferred

Tranches RIO e RIO P.		56,582,040		30,295,456		2,111		953

Tranches VALE - 2012
Tranches VALE P - 2012		18,415,859		47,284,800		473		1,050

On April 30, 2009 Vale paid additional interests to the holders of mandatory convertible notes from tranches VALE (former, RIO) and VALE P (former, RIO-P), in the amount of R$ 1.073721 and R$ 1.274361 per note, respectively.

On October 30, 2009 (subsequent event) Vale will pay additional interests to the holders of mandatory convertible notes from tranches RIO, RIO-P, VALE-2012 and VALE.P-2012 in the amount of R$ 0.857161, R$ 1.017334, R$ 1.236080 and R$ 1.429662, respectively.

6.21- Treasury Stock

On May 27, 2009, the Board of Directors approved the closing of program to repurchase shares approved on October 16, 2008, covering up to 69,944,380 common shares and up to 169,210,249 preferred shares. At the closing program date 18,415,859 common shares and 47,284,800 preferred shares had been purchased.

As of September 30, 2009, 152,579,803 shares were held in the treasury, totaling R$ 2,470,698 as follows:


Shares
	Quantity				Unit acquisition cost						Average quoted market price
Class	09/30/09		06/30/09		Average		Low		High		09/30/09		06/30/09
Preferred		77,581,904		77,625,704		23.56		21.02		27.96		32.74		31.73
Common		74,997,899		74,997,899		37.07		23.33		31.00		37.24		36.81

		152,579,803		152,623,603

6.22- Compensation of Stockholders

On April 30, 2009, the Company paid its stockholders the amount of R$ 2,734,500 in the form of dividends.

On October 15, 2009 (subsequent period) the Board of Directors approved the payment of the second tranche of the minimum dividend and an additional dividend, totaling R$ 2,564,850, corresponding to R$ 0.492036226 per common or preferred share in circulation.

6.23- Financial Results


	Consolidated
	Quarter
	3Q/09			2Q/09			3Q/08
Financial expenses
Interest		(401,808	)		(457,354	)		(509,184	)
Labor, tax and civil contingencies		(35,765	)		(29,235	)		(40,093	)
Others		(478,060	)		(249,530	)		(197,042	)

		(915,633	)		(736,119	)		(746,319	)


Financial income
Related parties		—			—			1,041
Financial statements		143,270			198,818			431,063
Others		57,472			27,841			34,641

		200,742			226,659			466,745


Derivatives		634,545			1,814,648			(1,111,776	)


Monetary and exchange rate variation:
Cash and cash equivalents		(755,088	)		(2,282,057	)		1,988,222
Loans		2,273,186			4,693,405			(4,768,344	)
Others		(1,238,834	)		(1,142,255	)		2,144,804

Net		279,264			1,269,093			(635,318	)

Financial income (expenses), net		198,918			2,574,281			(2,026,668	)


	Accumulated
	Consolidated						Parent Company
	09/30/09			09/30/08			09/30/09			09/30/08
Financial expenses
Interest		(1,434,856	)		(1,509,991	)		(1,790,585	)		(2,050,735	)
Labor, tax and civil contingencies		(102,998	)		(131,795	)		(98,929	)		(121,840	)
Others		(830,974	)		(822,510	)		(533,293	)		(354,386	)

		(2,368,828	)		(2,464,296	)		(2,422,807	)		(2,526,961	)


Financial income
Related parties		169			6,492			211,593			156,921
Financial statements		617,643			527,453			293,874			397,489
Others		122,333			100,708			26,610			10,218

		740,145			634,653			532,077			564,628


Derivatives		2,492,968			(490,204	)		2,257,219			(162,174	)


Monetary and exchange rate variation:
Cash and cash equivalents		(3,198,885	)		1,850,478			(32,972	)		1,271,686
Loans		7,262,029			(2,037,323	)		489,762			(898	)
Partes Relacionadas		—			—			7,900,470			(1,999,713	)
Others		(2,515,486	)		1,012,810			471,458			(206,662	)

Net		1,547,658			825,965			8,828,718			(935,587	)

Financial income (expenses), net		2,411,943			(1,493,882	)		9,195,207			(3,060,094	)

6.24- Financial Instruments — Derivatives

Risk Management Policy

Vale has developed its risk management strategy in order to provide an integrated approach of the risks the Company is exposed to. To do that, we evaluate not only the impact of market risk factors in the business results (market risk), but also the risk arising from third party obligations with Vale (credit risk) and those risks inherent in Vale’s operational processes (operational risk).

Traditional market risk measures such as VaR (Value at Risk) are not sufficient to evaluate the group exposures once Vale’s main goal is to avoid a possible lack of cash to fulfill our future obligations.

The enterprise wide risk management approach, that emcopasses all kinds of risk, as well as the relations between the several market risk factors (correlations), aims to assess the impact that such events would bring considering the natural hedges presented in the company’s portfolio. Therefore, when assessing the risk associated with Vale’s business, one can observe the positive effect due to the mix of products and currencies in Vale’s portfolio. This diversification implies in a natural reduction of the overall risk of the company. Any risk mitigation strategy, whenever necessary, will be implemented if it contributes significantly for the reduction on the volatility on Vale’s cash flows beyond the levels initially observed and to acceptable levels of risk.

Vale considers that the effective management of risk is a key objective to support its growth strategy and financial flexibility. The risk reduction on Vale’s future cash flow contributes to a better perception of the company’s credit quality, improving its ability to access different markets and reducing the financing costs. Therefore, the board of directors has established an enterprise-wide risk management policy and a risk management committee.

The risk management policy determines that Vale should evaluate regularly its cash flow risks as well as risk mitigation strategies. As previously stated, whenever considered necessary, these mitigation strategies should be put in place, will be executed with the objective of reducing the risks regarding the obligations assumed by the Company, both with third parties and its shareholders.

The executive board is responsible for the evaluation and approval of the risk mitigation strategies recommended by the risk management committee. The committee is responsible for overseeing and reviewing our risk management principles and risk management instruments, besides reporting periodically to the executive board regarding the management process and risk monitoring, including the main risks Vale is exposed to and their impact on Vale’s cash flow.

The risk management policy and procedures, that complement the risk management governance model, require the diversification of operations and counterparties and prohibit speculative transactions with derivatives.

Besides the risk management governance model, Vale has in place a well defined corporate governance structure with the roles and responsibilities well defined. The recommendation and execution of the derivative transactions are implemented by different and independent areas. It is responsibility of the risk management department to define and propose to the risk management committee market risk mitigation strategies consistent with Vale and it’s wholly owned subsidiaries corporate strategy. It is responsibility of the finance department the execution of the risk mitigation strategies through the use of derivatives. The independence of the areas guarantees an effective control on these operations.

The monitoring and monthly evaluations of the consolidated risk exposure allow us to evaluate the financial results and the impact on Vale’s cash flow, as well as guarantee that the initial goals will be achieved. The fair value measurements of the trades are reported weekly to management.

All derivative trades were recognized in our balance sheet at fair value and their respective gains or losses were recognized in the earnings.

Considering the nature of Vale’s business and operations, the main market risk factors which the Company is exposed are:

•		Interest rates;

•		Foreign exchange;

•		Products prices;

•		Input and other costs.

Fair value computation methodology

Well-known market participants’ valuation methodologies were used to compute the fair value of instruments. The financial instruments were evaluated computing their present values considering market curves that impact the instrument on the determination dates. The curves and prices used in the pricing for each group of instruments are detailed in the topic “market curves”.

The pricing method considered in the case of European options is the Black & Scholes model, which is widely used among derivatives market participants for the option pricing. In this model, the derivative fair value is a function of the volatility, spot price of the underlying, strike price, risk free rate and maturity. In the case of options where the financial result is a function of the average of the underlying price for a certain period of the time, called Asian options, we use the Turnbull & Wakeman model, also widely used to price this type of instrument. Besides the parameters used on the Black & Scholes model it is considered in this model the price averaging period.

In the case of swaps, the receiving leg and the paying leg present values are estimated discounting their cash flows using the interest rate of the currency they are denominated. The difference between the present values of the receiving leg and paying leg of the swap is the fair value.

The computation method for the swaps linked to TJLP follows the description enclosed in CETIP’s formula book, which includes the TJLP forward curve definition. Therefore, TJLP is computed using the inflation target, published by Banco Central do Brasil, based on IPCA (Extended National Consumer Price Index) plus the Brazilian credit spread, which comprehends an international real interest rate and a Brazilian credit risk component, that is computed using the credit risk for the government bonds, for the medium and long term perspective.

The pricing for the commodities future settlement contracts (buy or sell) is computed using forward curves for each commodity. Normally, these curves are collected in the exchanges where these commodities are traded, among them, London Metals Exchange (LME) and COMEX (Commodities Exchange) or market price providers. When there is no price for a specific date, we use interpolations between the available periods.

Value at Risk computation methodology

The Value at Risk of the positions was measured using historical simulation approach. Different market risk factors that impact the prices of the derivatives included in our portfolio were identified and a two year sample of its historical daily returns was gathered.

The current positions of Vale’s derivatives were used to simulate their returns based on sample data and built a non parametric return distribution and consequently the value at risk for the portfolio considering one business day time horizon. The value at risk of the portfolio considers a 95% confidence level.

Sensitivity Analysis

In the topic “sensitivity analysis” we present sensitivity analysis tables for all outstanding positions as of September 30th 2009. The scenarios defined for these analyses were:

	•		Scenario I: expected — considers the market curves as of September 30^th 2009;

	•		Scenario II: unfavorable change of 25% — considers a shock of 25% in the market curves used for the pricing in the expected scenario, negatively impacting the fair value of Vale’s derivatives positions;

	•		Scenario III: favorable change of 25% — considers a shock of 25% in the market curves used for the pricing in the expected scenario, positively impacting the fair value of Vale’s derivatives positions;

	•		Scenario IV: unfavorable change of 50% — considers a shock of 50% in the market curves used for the pricing in the expected scenario, negatively impacting the fair value of Vale’s derivatives positions;

	•		Scenario V: favorable change of 50% — considers a shock of 50% in the market curves used for the pricing in the expected scenario, positively impacting the fair value of Vale’s derivatives positions;

Contracts subjected to margin calls

Vale has contracts subject to margin calls only for part of copper and nickel trades executed by its wholly-owned subsidiary Vale Inco Ltd. The total amount deposited in cash in September 2009 was not relevant.

Main positions definitions:

Protection program for the Real denominated debt indexed to CDI

	•		CDI vs. USD fixed rate swap — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows from debt instruments denominated in Brazilian Reais linked to CDI to U.S. Dollars. In those swaps, Vale pays fixed rates in U.S. Dollars and receives payments linked to CDI.

	•		CDI vs. USD floating rate swap — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows from debt instruments denominated in Brazilian Reais linked to CDI to U.S. Dollars. In those swaps, Vale pays floating rates in U.S. Dollars (Libor — London Interbank Offered Rate) and receives payments linked to CDI.

Those instruments were used to convert the cash flows from debentures issued in 2006 with a nominal value of R$ 5.5 billion, from the NCE (Credit Export Notes) issued in 2008 with nominal value of R$ 2 billion and also from property and services acquisition financing realized in 2006 and 2007 with nominal value of R$ 1 billion.

Protection program for the Real denominated debt indexed to TJLP

	•		TJLP vs. USD fixed rate swap — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows of the loans with Banco Nacional de Desenvolvimento Econômico e Social (BNDES) from TJLP to U.S. Dollars. In those swaps, Vale pays fixed rates in U.S. Dollars and receives payments linked to TJLP.

	•		TJLP vs. USD floating rate swap — In order to reduce the cash flow volatility, Vale entered into swap transactions to convert the cash flows of the loans with BNDES from TJLP to U.S. Dollars. In those swaps, Vale pays floating rates in U.S. Dollars and receives payments linked to TJLP.

Foreign Exchange cash flow hedge

•

Brazilian Real fixed rate vs. USD fixed rate swap — In order to reduce the cash flow volatility, Vale entered into swap transactions to mitigate the foreign exchange exposure that arises from the currency mismatch between the revenues denominated in U.S. Dollars and the disbursements and investments denominated in Brazilian Reais.

Protection program for the Euro denominated floating rate debt

•

Euro floating rate vs. USD floating rate swap — In order to reduce the cash flow volatility, Vale entered into a swap transaction to convert the cash flows from loans in Euros linked to Euribor to U.S. Dollars linked to Libor. This trade was used to convert the cash flow of a debt in Euros, with a notional amount of € 19.1 million, issued in 2003 by Vale. In this trade, Vale receives floating rates in Euros (Euribor) and pays floating rates in U.S. Dollars (Libor).

Protection program for the USD floating rate debt

•

USD floating rate vs. USD fixed rate swap — In order to reduce the cash flow volatility, Vale Inco Ltd., Vale’s wholly-owned subsidiary, entered into a swap to convert U.S. Dollar floating rate debt into U.S. Dollar fixed rate debt. Vale Inco used this instrument to convert the cash flow of a debt issued in 2004 with notional amount of USD 200 million. In this trade, Vale pays fixed rates in U.S. Dollars and receives floating rates in U.S. Dollars (Libor).

Foreign Exchange protection program for Coal Fixed Price Sales — In order to reduce the cash flow volatility associated with a fixed price coal contract, Vale used Australian Dollar forward purchase in order to equalize production cost and revenues currencies.

Aluminum Strategic cash flow protection program — In order to protect our cash flow for 2009 and 2010, Vale entered into hedging transactions where we set fixed prices for part of Vale revenues for these periods.

Nickel Strategic cash flow protection program — In order to protect our cash flow for 2009 and 2010, Vale entered into hedging transactions where we set fixed prices for part of Vale revenues for these periods.

Nickel Fixed Price Program — In order to maintain the exposure to Nickel price fluctuations, we entered into derivatives to convert to floating prices all contracts with clients that required a fixed price. These trades aim to guarantee that the prices of these operations would be the same of the average prices negotiated in LME in the date the product is delivered to the client. It normally involves buying Nickel forwards (Over-the-Counter) or futures (exchange negotiated). Those operations are usually reverted before the maturity in order to match the settlement dates of the commercial contracts in which the prices are fixed. This program was discontinued for sales in 2009 due to the decision to protect our cash flow this year.

Nickel Purchase Protection Program — In order to reduce the cash flow volatility and eliminate the mismatch between the pricing of the purchased nickel (concentrate, cathode, sinter and others) and the pricing of the final product sold to our clients, hedging transactions were implemented. The items purchased are raw materials utilized to produce refined Nickel. The trades are usually implemented by the sale of nickel forward or future contracts at LME or over-the-counter operations.

Protection program of Natural Gas Program — In order to minimize the impact of the input price volatility in the company’s costs, natural gas derivative trades were implemented. These transactions are usually implemented through the purchase of future and forward contracts.

Copper Scrap Purchase Protection Program — In order to reduce cash flow volatility and eliminate the quotation period mismatch between the pricing period of copper scrap purchase and the pricing period of final products sale to the clients, hedging transactions were implemented. The copper scrap is combined with other raw materials or inputs from Vale Inco Ltd., Vale’s wholly-owned subsidiary, to produce copper to the final costumers. In this case, trades are usually implemented by the sale of forwards or futures at LME or Over-the-Counter trades.

Bunker Oil Purchase Protection Program — In order to reduce the impact of bunker oil price fluctuation on Vale’s freight hiring and consequently reducing the company’s cash flow volatility, bunker oil derivatives were implemented. These transactions are usually executed through forward purchases and swaps.

Maritime Freight Hiring Protection Program — In order to reduce the impact of maritime freight price fluctuation hired to support CIF and CFR sales and consequently reduce the company’s cash flow volatility, freight derivatives (FFA — Forward Freight Agreement) were implemented. These transactions are usually executed through forward purchases.

Embedded Derivatives

•

Energy purchase — energy purchase agreement between Albras, Vale’s controlled subsidiary, and Eletronorte. The contract has a clause that defines that a premium can be charged if aluminum prices trades in the range from US$ 1,450/t until US$ 2,773/t. This clause is considered an embedded derivative.

•

Raw material and intermediate products purchase — Nickel concentrate and raw materials purchase agreements of Vale Inco Ltd, Vale’s wholly-owned subsidiary, in which there are provisions based on nickel and copper future prices behavior. These provisions are considered embedded derivatives.

Foreign exchange and interest rate risk

Company’s cash flow is subjected to volatility of several different currencies against the U.S. Dollar. While most of our product prices are indexed to US dollars, most of our costs, disbursements and investments are indexed to currencies other than the U.S. Dollar, mainly Brazilian Reais and Canadian dollars.

In order to reduce company’s potential cash flow volatility arising from currency mismatch we use derivative instruments. The derivative portfolio implemented to comply with this objective consists, basically, of interest rate swaps to convert floating cash flows in Brazilian Reais to fix or floating U.S. Dollars cash flows, without any leverage.

Vale has also an exposure to interest rates risks over loans and financings. The U.S. Dollars floating rate debt in the portfolio consists mainly of loans including export pre-payments, commercial banks and multilateral organizations loans. In general, the U.S. Dollar floating rate debt is mainly subject to changes in the Libor. To mitigate the impact of the interest rate volatility on the cash flow, Vale takes advantage of natural hedges allowed by the positive correlation of metal prices and U.S. Dollar floating rates. When natural hedges are not present, Vale enters into financial instruments to obtain the same effect.

The Real denominated debt subject to floating interest rates are debentures, Banco Nacional de Desenvolvimento Econômico e Social (BNDES) loans and property and services acquisition financing in the Brazilian market. These Brazilian reais debts are mainly linked to CDI and TJLP.

On September 30th, 2009, the total amount and interests of Brazilian Real denominated debt converted through swaps into US Dollars was US$ 6.1 billion, with an average cost in dollars of 4.64% after the swaps transactions were implemented and maturity between November 2010 and December 2027, with semi-annual interest payments^a.

These swap transactions have settlement dates and values similar to the interest and principal payment dates, taking into account the liquidity restrictions of the market. At each settlement date, the results on the swap transactions partially offset the impact of the foreign exchange rate in our obligations, contributing to stabilize the cash disbursements in U.S. Dollars for the interest and/or principal payment of our Brazilian Real denominated debt.

In the event of an appreciation (depreciation) of the Brazilian Real against the U.S. Dollar, the negative (positive) impact on Vale debt service (interest and/or principal payment) measured in U.S. Dollars will be almost totally offset by a positive (negative) effect from the swap transaction, regardless of the U.S. dollar / Brazilian Real exchange rate on the payment date.

On the third quarter of 2009, Vale paid in Brazilian Reais an interest amount equivalent to R$ 134 million related to the Real denominated debt that were converted into U.S. Dollars through the use of swap transactions. However, the company has received R$ 57 million on the settlement of the swaps, offsetting the U.S. Dollar / Brazilian Real exchange rate variation impact in Vale debt service.

The tables below show September 30th 2009 derivative positions for Vale and controlled companies with the following information: notional amount, initial cost, fair value, value at risk, gains or losses in the period and fair value for the remaining years of the operations per each group of instruments.

Protection program for the Real denominated debt and loans


														Realized
	Notional							Unrealized Gain/Loss						Gain/Loss			VaR		Unrealized Gain/Loss by year
	($ million)							(R$ million)						(R$ million)			(R$ million)		(R$ million) *
Flow	30-set-09		30-jun-09		Index	Average rate		30-set-09			30-jun-09			30-set-09			30-set-09		2009	2010		2012		2013		2014			2015			2019

Swap CDI vs. fixed rate swap
Receivable	R$	7.574	R$	7.574	CDI	101,07	%		7.913			7.906			599
Payable	USD	3.670	USD	3.670	USD	+ 5,59	%		(6.920	)		(7.608	)		(348	)

Net									993			298			251			228			916		108							(31	)


Swap CDI vs. floating rate swap
Receivable	R$	792	R$	792	CDI	102,07	%		830			836			73
Payable	USD	430	USD	430	Libor	+ 2,05	%		(760	)		(807	)		(25	)

Net									70			29			48			28			60									10


Swap TJLP vs. fixed rate swap
Receivable	R$	1.547	R$	1.320	TJLP	TJLP + 1,56	%		1.448			1.169			78
Payable	R$	769	R$	652	USD	+ 3,53	%		(1.311	)		(1.092	)		(66	)

Net									137			77			12			49							162		(2	)					(23	)


Swap TJLP vs. floating rate swap
Receivable	R$	658	R$	640	TJLP	TJLP + 0,94	%		618			617			13
Payable	USD	385	USD	375	Libor	LIBOR - 1,14	%		(623	)		(594	)		(8	)

Net									(5	)		23			5			37									(11	)					6


*		There are no fair value cash flows with maturity on the years of 2011, 2016, 2017 and 2018.

^a		With the exception of a US$ 685 million debt with monthly and quarterly interest and amortization payments.

Foreign Exchange cash flow hedge

In order to reduce the cask flow volatility associated with the currency mismatch between our revenues, mainly denominated in U.S. Dollars, and our disbursements and investments denominated in Brazilian Reais, we entered into foreign exchange swaps where the Company receives fixed rates in Brazilian Reais and pays fixed rates in U.S. Dollars.

Realized

Notional

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

($ million)

(R$ million)

Flow

30-set-09

30-jun-09

Index

Average rate

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Receivable

651

378

Fixed

6,38

361,5

354,0

Payable

USD

326

USD

190

USD

+ 0

(321,4

)

(348,0

)

Net

40,1

6,0

0,0

9,3

40,1

Protection program for the Euro denominated floating rate debt

In order to reduce cash flow volatility associated with a financing from KfW Bankengruppe indexed to Euribor, we entered into a swap where the cash flows in Euros are converted into cash flows in U.S. Dollars.

Realized

Notional

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

($ million)

(R$ million)

Flow

30-set-09

30-jun-09

Index

Average rate

30-set-09

30-jun-09

30-set-09

2009

2010

2011

EUR floating rate vs. USD floating rate swap

Receivable

€

EUR

Euribor + 0,875

15,8

16,7

3,8

Payable

USD

USD

Libor + 1,0425

(12,2

)

(13,3

)

(2,9

)

Net

3,6

3,4

0,9

0,3

0,7

1,5

1,4

Protection program for the USD floating rate debt

In order to reduce the cash flow volatility associated to changes on the U.S. Dollar interest rate, Vale entered into a floating (Libor) to fix interest rate.

Realized

Notional

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

($ million)

(R$ million)

Flow

30-set-09

30-jun-09

Index

Average rate

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Receivable

USD

200

USD

200

USD

3M LIBOR

355,2

390,0

3,5

Payable

USD

4,795

%a.a.

(372,9

)

(411,0

)

(14,8

)

Net

(17,7

)

(21,0

)

(11,3

)

0,8

(4,0

)

(10,5

)

(3,2

)

Foreign Exchange protection program for Coal Fixed Price Sales

In order to reduce the volatility associated with the foreign exchange exposure of the cash flow from our coal fixed price sales, Vale purchased Australian Dollars forwards.

Realized

Notional

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

($ million)

Average rate

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(AUD/USD)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Forward

AUD

0,66

18,4

16,0

5,3

1,7

4,1

12,2

2,1

Commodities prices, input and costs risk

Vale is also exposed to several market risks associated to global commodities price volatilities.

Nowadays, derivatives transactions included in the portfolio related to commodities prices, input and costs include nickel, copper, natural gas, bunker oil and maritime freight (FFA) derivatives, all of them with the same purpose of mitigating the company’s cash flow volatility.

Aluminum Strategic cash flow protection program

In order to protect the cash flow in 2009 and 2010, Vale entered into protection transactions for these periods.


													Realized
	Notional (ton)					Average Strike		Unrealized Gain/Loss (R$ million)					Gain/Loss (R$ million)		VaR (R$ million)		Unrealized Gain/Loss by year (R$ million)
Flow	30-set-09		30-jun-09		Buy/ Sell	(USD/ton)		30-set-09			30-jun-09		30-set-09		30-set-09		2009		2010		2011

Put		54.000		0	B		1.939		20,3			0,0		0,0
Call		54.000		0	S		2.080		(15,2	)		0,0		0,0

Net									5,1			0,0		0,0		5,5				5,1


Forward		335.400		0	S		1.917		10,8			0,0		3,4		40,0		10,4		0,4

Nickel Strategic cash flow protection program

In order to protect the cash flow in 2009 and 2010, Vale entered into protection transactions for these periods.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Notional (ton)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(USD/ton)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Forward

37.629

17.150

16.567

(89

)

(73

)

(88

)

(72

)

(17

)

Nickel Fixed Price Sales Program

Vale Inco Ltd. has a long position on future contracts in the London Metal Exchange (LME), with the purpose of maintaining its exposure to nickel price variation, regarding the fact that, in some cases, the commodity is sold at a fixed price to some customers. These positions were discontinued due to the decision of protecting the cash flow for this year.

Nickel Purchase Protection Program

Vale Inco Ltd. has also short positions on the futures market in the LME, in order to minimize the risk of mismatch between the pricing on the costs of intermediate products and finished goods.


															Realized
									Unrealized Gain/Loss						Gain/Loss			VaR		Unrealized Gain/Loss by year
	Notional (ton)						Average Strike		(R$ million)						(R$ million)			(R$ million)		(R$ million)
Flow	30-set-09		30-jun-09		Buy/ Sell		(USD/ton)		30-set-09			30-jun-09			30-set-09			30-set-09		2009			2010		2011

Nickel Fixed Price Sales Hedge Program
Futures		4.134		6.396		B		14.770		26,5			8,0			(58,1	)		8,6		9,1			14,8		2,6

Nickel Purchase Hedge Program
Futures		6.132		5.790		S		15.517		(10,8	)		(6,9	)		(66,9	)		15,5		(10,8	)

Embedded Derivatives — Raw material and intermediate products purchase

In addition to the contracts mentioned above, Vale Inco has long positions of nickel and copper raw materials which have a price definition based on a commodity index, which implies, in practice, that this contract is treated as an embedded derivative.


															Realized
									Unrealized Gain/Loss						Gain/Loss			VaR		Unrealized Gain/Loss by year
	Notional (ton)						Average Strike		(R$ million)						(R$ million)			(R$ million)		(R$ million)
Flow	30-set-09		30-jun-09		Buy/ Sell		(USD/ton)		30-set-09			30-jun-09			30-set-09			30-set-09		2009			2010	2011

For Customer Raw Material Contracts
Nickel Forwards		802		728		B		11.798		(7,1	)		(4,5	)		(1,9	)				(7,1	)
Copper Forwards		2.044		1.890				4.510		(5,7	)		(2,0	)		(2,0	)				(5,7	)

Total										(12,8	)		(6,4	)		(3,9	)		2,8		(12,8	)


For Nickel Concentrate Customer Sales
Forward		2.058		3.861		B		12.144		(16,9	)		(16,2	)		53,8			5,2		(16,9	)

Embedded Derivatives — Energy purchase — Aluminum

The table below presents the aluminum embedded derivatives position originated from the energy supply contract between Albras and Eletronorte.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Notional (ton)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(USD/ton)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Call

200.228

2.773

Call

200.228

1.450

(195

)

(118

)

Total

(175

)

(113

)

(19

)

(87

)

(70

)

Copper Scrap Purchase Protection Program

Vale Inco Ltd. makes use of hedging to protect the price mismatch between the date of copper scrap purchase and the date of selling the finished good.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Notional (ton)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(USD/ton)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Futures

—

3.761

0,0

(0,1

)

0,1

0,0

Protection program of Natural Gas Program

Vale Inco Ltd. uses natural gas swap contracts to minimize the impact of price fluctuation of this input cost in the cash flow.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Notional (Giga Joule)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(CAD/GJ)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Forwards

139.500

553.500

7,6

(1,1

)

(3,8

)

(10,9

)

0,1

(1,1

)

Bunker Oil Purchase Protection Program

Vale uses forward purchase and swaps to mitigate the impact of changes of bunker oil prices in the cash flow.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Notional (mt)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(USD/mt)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Forward

555.500

197.000

378

27,5

20,9

16,3

15,8

10,7

16,8

Maritime Freight Hiring Protection Program

Vale uses FFA to reduce the impact of maritime freight price fluctuation in the company’s costs.

Realized

Unrealized Gain/Loss

Gain/Loss

VaR

Unrealized Gain/Loss by year

Valor Principal (days)

Average Strike

(R$ million)

Flow

30-set-09

30-jun-09

Buy/ Sell

(USD/day)

30-set-09

30-jun-09

30-set-09

2009

2010

2011

Forward

6.935

2.406

30.634

(70

)

(59

)

(70

)

Sensitivity Analysis


In R$ million
Program	Instrument	Risk	Scenario I			Scenario II			Scenario III			Scenario IV			Scenario V
Hedge for the Real denominated debt indexed to CDI	CDI vs. USD fixed rate swap	USD/BRL fluctuation USD interest rate inside Brazil variation		993			(732	)		2.718			(2.457	)		4.443
				993			920			1.064			844			1.133
	CDI vs. USD floating rate swap	USD/BRL fluctuation USD interest rate inside Brazil variation		70			(120	)		259			(309	)		449
	CDI vs. USD floating rate swap			70			46			92			21			114
Hedge for the Real denominated debt indexed to TJLP	TJLP vs. USD fixed rate swap	USD/BRL fluctuation		137			(190	)		464			791			791
Hedge for the Real denominated debt indexed to TJLP		USD interest rate inside Brazil variation		137			95			179			224			224
		Brazilian interest rate fluctuation		137			40			249			(44	)		379
	TJLP vs. USD floating rate swap	USD/BRL fluctuation		(5	)		(160	)		150			(316	)		306
		USD interest rate inside Brazil variation		(5	)		(47	)		33			(94	)		68
		Brazilian interest rate fluctuation		(5	)		(81	)		88			(144	)		204
Hedge for Euro denominated floating rate debt	EUR floating rate vs. USD floating	EUR/USD fluctuation		4			(0	)		8			(4	)		12
Hedge for Euro denominated floating rate debt	rate swap	Euribor variation		4			4			4			4			4
		USD Libor variation		4			4			4			4			4
Hedge for the USD denominated floating rate debt	USD floating rate vs. USD fixed	USD Libor variation		(18	)		(19	)		(16	)		(21	)		(15	)
Hedge for the USD denominated floating rate debt	rate swap
Bunker Oil Hedge	Bunker Oil forward	Bunker Oil price fluctuation		28			(20	)		75			(67	)		122
Maritime freight hiring protection program	Forward freight agreement	Freight price fluctuation		(70	)		(110	)		(30	)		(150	)		9
Aluminum strategic cash flow protection program	Sale of aluminum forward contracts	Aluminum price fluctuation		11			(272	)		294			(555	)		577
Aluminum strategic cash flow protection program	Aluminum options collars	Aluminum price fluctuation		5			47			(37	)		92			(81	)
Foreign Exchange Hedge Program on Coal Fixed Price Sales	Australian dollar forwards	USD/AUD fluctuation		18			5			31			(8	)		45
Foreign Exchange Hedge Program on Coal Fixed Price Sales
Foreign Exchange cash flow protection program	BRL fixed rate vs. USD	USD/BRL fluctuation		40			(40	)		120			(120	)		200
Foreign Exchange cash flow protection program		USD interest rate inside Brazil variation		40			36			44			32			48
		Brazilian interest rate fluctuation		40			25			56			11			73
Nickel strategic cash flow protection program	Sale of nickel future/forward	Nickel price fluctuation		(89	)		(368	)		190			(663	)		485
Nickel strategic cash flow protection program	contracts
Nickel purchase fixed price program	Purchase of nickel future/forward	Nickel price fluctuation		27			(6	)		59			(39	)		92
Nickel purchase fixed price program	contracts
Nickel purchase protection program	Sale of nickel future/forward	Nickel price fluctuation		(11	)		(59	)		38			(108	)		86
Nickel purchase protection program	contracts
Hedge of natural gas	Purchase of natural gas forward	Natural gas price fluctuation		(1	)		(1	)		(1	)		(1	)		(1	)
	contracts
Embedded derivatives —	Embedded derivatives —	Nickel price fluctuation		(17	)		(33	)		(1	)		(50	)		16
Intermediate products purchase forward	Intermediate products purchase
Embedded derivatives — Raw	Embedded derivatives — Raw	Nickel and copper price fluctuation		(13	)		(35	)		10			(58	)		32
material purchase	material purchase
Embedded derivatives — Energy purchase	Embedded derivatives — Energy purchase — Aluminum Options	Aluminum price fluctuation		(175	)		(286	)		(67	)		(367	)		(13	)

Credit risk on financial trades and financial institutions ratings

Derivatives transactions are executed with financial institutions that we consider to have a very good credit quality. The exposure limits to financial institutions are proposed annually for the Executive Risk Committee and approved by the Executive Board. The financial institutions credit risk tracking is performed making use of a credit risk valuation methodology which considers, among other information, published ratings provided by international rating agencies. In the table below, we present the ratings in foreign currency published by Moody’s e S&P agencies for the financial institutions that we had outstanding trades as of September 30, 2009.


Parent Company	Vale’s Counterparty	Moody’s*	S&P*

JP Morgan Chase & Co**	JP Morgan Chase Bank	Aa3	A+
Banco Santander SA**	Banco Santander Banespa SA	Aa2	AA
Banco Santander SA	Banco Santander SA	Aa2	AA
Banco Santander SA	Banco Santander Brasil SA	Baa3	BBB-
BNP Paribas**	BNP Paribas Securities Corp	Aa1	AA
BNP Paribas	BNP Paribas	Aa1	AA
The Goldman Sachs Group Inc**	J Aron & Co	A1	A
Itau Unibanco Holding SA	Banco Itau BBA SA	A1	BBB
Societe Generale**	Banco Societe Generale do Brasil SA	Aa2	A+
Societe Generale	Societe Generale	Aa2	A+
Credit Agricole SA	Calyon (London)	Aa1	AA-
Banco Votorantim SA	Banco Votorantim SA	A3	BB+
Itau Unibanco Holding SA	União de Bancos Brasileiros SA	A1	BBB
Banco do Brasil SA	Banco do Brasil SA	A2	BBB-
Citigroup Inc**	Citibank NA (Brazil)	A3	A
Deutsche Bank AG**	Deutsche Bank AG (London)	Aa1	A+
HSBC Holdings plc	HSBC Bank Brasil SA — Banco Multiplo	A1	BBB-
Barclays PLC	Barclays Bank PLC	Aa3	AA-
Banco Santander SA**	Banco ABN AMRO Real SA	Aa2	AA
Standard Bank PLC**	Standard Bank Limited (London)	A3	—
Banco Bradesco SA	Banco Bradesco SA	A1	BBB
BNP Paribas**	BNP Paribas Energy & Commodities	Aa1	AA
Prudential Financial Inc**	Prudential Bache Commodities Ltd (London)	Baa2	A
Natixis**	Natixis Metals Limited	Aa3	A+
Mitsui Co Ltd**	Mitsui Bussan Commodities Ltd	A2	A+


*		For brazilian Banks we used local long term deposit rating.

**		Parent company’s rating.

Market Curves

To build the curves used on the pricing of the derivatives, public data from BM&F, Central Bank of Brazil, London Metals Exchange (LME) and proprietary data from Thomson Reuters, Bloomberg L.P. and Enerdata were used.

1. Commodities

Aluminum


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		1.856		AUG10		1.957		JUL11		2.021
OCT09		1.864		SEP10		1.964		AUG11		2.025
NOV09		1.876		OCT10		1.972
DEC09		1.885		NOV10		1.979
JAN10		1.897		DEC10		1.986
FEB10		1.906		JAN11		1.991
MAR10		1.914		FEB11		1.996
APR10		1.924		MAR11		2.001
MAY10		1.933		APR11		2.006
JUN10		1.941		MAY11		2.011
JUL10		1.950		JUN11		2.016

Nickel


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		17.819		JUN10		17.915		MAR11		17.706
OCT09		17.830		JUL10		17.895		APR11		17.677
NOV09		17.857		AUG10		17.875		MAY11		17.648
DEC09		17.884		SEP10		17.855		JUN11		17.619
JAN10		17.919		OCT10		17.835		JUL11		17.590
FEB10		17.930		NOV10		17.815		AUG11		17.561
MAR10		17.945		DEC10		17.795
APR10		17.935		JAN11		17.765
MAY10		17.925		FEB11		17.735

Copper


Maturity	Price (USD/ton)	Maturity	Price (USD/ton)	Maturity	Price (USD/ton)

Bunker Oil


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		409		MAR10		403		SEP10		408
OCT09		409		APR10		405		OCT10		412
NOV09		405		MAY10		405		NOV10		412
DEC09		403		JUN10		405		DEC10		412
JAN10		404		JUL10		408		JAN11		415
FEB10		404		AUG10		408		FEB11		415

Aluminum — Volatility


Maturity	Vol (%a.a.)		Maturity		Vol (%a.a.)		Maturity		Vol (%a.a.)
VOLSPOT		34,7		VOL9M		33,1		VOL4Y		27,4
VOL1M		35,1		VOL1Y		32,1		VOL5Y		26,4
VOL3M		35,2		VOL2Y		29,8		VOL7Y		26,4
VOL6M		34,3		VOL3Y		28,4		VOL10Y		26,4

2. Rates

USD-Brazil Interest Rate


Maturity	Rate (% a.a.)		Maturity		Rate (% a.a.)		Maturity		Rate (% a.a.)
30/09/2009		1,78		02/01/2012		3,09		01/07/2014		3,90
01/12/2009		1,78		02/04/2012		3,20		01/10/2014		3,99
04/01/2010		1,84		02/07/2012		3,29		02/01/2015		4,08
01/04/2010		1,97		01/10/2012		3,39		01/04/2015		4,24
01/07/2010		2,13		02/01/2013		3,47		04/01/2016		4,33
01/10/2010		2,38		01/04/2013		3,54		02/01/2017		4,65
03/01/2011		2,56		01/07/2013		3,59		02/01/2018		4,86
01/04/2011		2,68		01/10/2013		3,63		02/01/2019		5,15
01/07/2011		2,84		02/01/2014		3,70		02/01/2020		5,07
03/10/2011		2,94		01/04/2014		3,81		04/01/2021		5,50

US Interest Rate


Maturity	Rate (% a.a.)		Maturity		Rate (% a.a.)		Maturity		Rate (% a.a.)
USD1D		0,16		USD9M		0,49		USD5Y		2,72
USD1M		0,33		USD1Y		0,63		USD7Y		3,21
USD2M		0,40		USD2Y		1,30		USD10Y		3,61
USD3M		0,42		USD3Y		1,91
USD6M		0,39		USD4Y		2,37

TJLP


Maturity	Rate (% a.a.)		Maturity		Rate (% a.a.)		Maturity		Rate (% a.a.)
30/09/2009		6,00		01/07/2011		7,36		01/07/2013		7,44
01/10/2009		6,00		01/10/2011		7,41		01/10/2013		7,39
01/01/2010		6,56		01/01/2012		7,46		01/01/2014		7,35
01/04/2010		6,94		01/04/2012		7,48		01/04/2014		7,32
01/07/2010		7,07		01/07/2012		7,49		01/07/2014		7,33
01/10/2010		7,17		01/10/2012		7,50		01/10/2014		7,37
01/01/2011		7,24		01/01/2013		7,49
01/04/2011		7,31		01/04/2013		7,47

BRL Interest Rate


Maturity	Rate (% a.a.)		Maturity		Rate (% a.a.)		Maturity		Rate (% a.a.)
30/09/2009		8,60		03/01/2011		10,23		02/01/2013		12,03
01/10/2009		8,60		01/04/2011		10,69		01/04/2013		12,09
03/11/2009		8,64		01/07/2011		11,05		01/07/2013		12,15
01/12/2009		8,65		03/10/2011		11,30		01/10/2013		12,21
04/01/2010		8,66		02/01/2012		11,46		02/01/2014		12,25
01/04/2010		8,82		02/04/2012		11,68		02/01/2017		12,66
01/07/2010		9,20		02/07/2012		11,84
01/10/2010		9,67		01/10/2012		11,86

3. Currencies

EURO


Maturity	EUR/USD		Maturity		EUR/USD		Maturity		EUR/USD
EURSPOT		1,46		EUR9M		1,46		EUR4Y		1,48
EUR1M		1,46		EUR1Y		1,46		EUR5Y		1,48
EUR3M		1,46		EUR2Y		1,46		EUR7Y		1,49
EUR6M		1,46		EUR3Y		1,47		EUR10Y		1,50

AUD


Maturity	AUD/USD		Maturity	AUD/USD		Maturity	AUD/USD
AUDSPOT		1,13	AUD9M		1,16	AUD4Y		1,22
AUD1M		1,14	AUD1Y		1,18	AUD5Y		1,33
AUD3M		1,14	AUD2Y		1,22	AUD7Y		1,39
AUD6M		1,15	AUD3Y		1,26	AUD10Y		1,43

Currencies — Ending rates as of March 31, 2009

USD/CAD		1,0705	USD/BRL		1,7781	EUR/USD		1,4628

Summary the movement of our derivatives according to the period present as follows:


	Consolidated
	Trimestres
	3Q/09
	Currencies\											Products by
	Interest rates			Bunker Oil and								aluminum
	(libor)			Natural Gas			Gold		Freight			area			Copper			Nickel			Platinum		Total
Gains / (losses) unrealized on 06/30/09		431,536			19,399			—		59,444			—			(136	)		(94,471	)		—		415,772
Payments (receipt) financial		(55,485	)		(6,575	)		—		(46,680	)		—			174			84,639			—		(23,927	)
Financial expenses, net (1)		883,032			22,533			—		(83,107	)		19,975			(47	)		(144,589	)		—		697,797
Monetary variations, net (2)		(19,542	)		(4,395	)		—		455			(570	)		9			17,991			—		(6,052	)

Gains / (losses) unrealized on 09/30/09		1,239,541			30,962			—		(69,888	)		19,405			—			(136,430	)		—		1,083,590


	2Q/09
	Currencies\											Products by
	Interest rates			Bunker Oil and								aluminum
	(libor)			Natural Gas			Gold		Freight			area		Copper			Nickel			Platinum		Total
Gains / (losses) unrealized on 03/31/09		(1,301,037	)		(7,467	)		—		—			—		(192	)		40,091			—		(1,268,605	)
Payments (receipt) financial		(209,431	)		1,360			—		(10,129	)		—		263			80,958			—		(136,979	)
Financial expenses, net (1)		1,935,472			26,065			—		72,151			—		(237	)		(209,616	)		—		1,823,835
Monetary variations, net (2)		6,532			(559	)		—		(2,578	)		—		30			(5,904	)		—		(2,479	)

Gains / (losses) unrealized on 06/30/09		431,536			19,399			—		59,444			—		(136	)		(94,471	)		—		415,772


	3Q/08
	Currencies\										Products by
	Interest rates			Bunker Oil and							aluminum
	(libor)			Natural Gas		Gold			Freight		area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 06/30/08		1,912,013			—		(34,010	)		—		(300,610	)		(261,971	)		57,419			(34,467	)		1,338,374
Payments (receipt) financial		(289,131	)		—		16,952			—		93,235			111,669			36,706			11,395			(19,174	)
Financial expenses, net		(1,578,417	)		—		2,201			—		137,999			107,585			(32,582	)		24,298			(1,338,916	)
Monetary variations, net		275,253			—		(3,780	)		—		(16,818	)		(34,702	)		11,892			(4,705	)		227,140
Gains / (losses) unrealized on 09/30/08		319,718			—		(18,637	)		—		(86,194	)		(77,419	)		73,435			(3,479	)		207,424


	Accumulated
	09/30/09
	Currencies\											Products by
	Interest rates			Bunker Oil and								aluminum
	(libor)			Natural Gas			Gold		Freight			area			Copper			Nickel			Platinum		Total
Gains / (losses) unrealized on 12/31/08		(1,336,013	)		(4,358	)		—		—			—			626			79,185			—		(1,260,560	)
Payments (receipt) financial		(310,314	)		(428	)		—		(56,809	)		—			(54	)		156,741			—		(210,864	)
Financial expenses, net (1)		2,896,119			40,666			—		(10,955	)		19,975			(605	)		(383,681	)		—		2,561,519
Monetary variations, net (2)		(10,251	)		(4,919	)		—		(2,123	)		(570	)		33			11,325			—		(6,505	)
Gains / (losses) unrealized on 09/30/09		1,239,541			30,961			—		(69,887	)		19,405			—			(136,430	)		—		1,083,590


	09/30/08
	Currencies\										Products by
	Interest rates			Bunker Oil and							aluminum
	(libor)			Natural Gas		Gold			Freight		area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/07		1,107,744			—		(64,608	)		—		(172,569	)		(332,222	)		73,557			(42,722	)		569,180
Payments (receipt) financial		(563,117	)		—		54,383			—		239,458			339,685			13,724			44,315			128,448
Financial expenses, net		(458,876	)		—		(9,768	)		—		(165,858	)		(88,649	)		(21,567	)		(5,232	)		(749,950	)
Monetary variations, net		233,967			—		1,356			—		12,775			3,767			7,721			160			259,746
Gains / (losses) unrealized on 09/30/08		319,718			—		(18,637	)		—		(86,194	)		(77,419	)		73,435			(3,479	)		207,424


(1)		Comprise amounts related to hedge accounting which does not affect the financial results, as follows: R$ 53,583, R$ 7,356 and R$ 59,523, 3Q09, 2Q09 and September 30, 2009, respectively.

		These figures were recorded inside shareholders’ equity in the line “unrealized results of market value” net of income tax and in the proportion of our interest, when applicable.

(2)		Include exchange variance reclassification into equity: R$ 3,617, R$ (648) and R$ 2,523, 3Q09, 2Q09 and September 30, 2009, respectively.


	Parent Company
	09/30/09
	Currencies\
	Interest rates
	(libor)			Freight			Gold		Copper		Total
Gains / (losses) unrealized on 12/31/08		(1,078,850	)		—			—		—		(1,078,850	)
Payments (receipt) financial		(237,999	)		(17,471	)		—		—		(255,470	)
Financial expenses, net (1)		2,240,656			17,471			—		—		2,258,127
Monetary variations, net (2)		(908	)		—			—		—		(908	)

Gains / (losses) unrealized on 09/30/09		922,899			—			—		—		922,899


	09/30/08
	Currencies\
	Interest rates
	(libor)			Freight		Gold			Copper			Total
Gains / (losses) unrealized on 12/31/07		1,064,545			—		(45,256	)		(1,923	)		1,017,366
Payments (receipt) financial		(540,167	)		—		38,705			10,685			(490,777	)
Financial expenses, net (1)		(379,763	)		—		(7,262	)		(7,451	)		(394,476	)
Monetary variations, net (2)		230,557			—		694			1,051			232,302

Gains / (losses) unrealized on 09/30/08		375,172			—		(13,119	)		2,362			364,415

The due dates of the consolidated financial instruments are as follows:


Currencies\ Interest rates (LIBOR)		December 2019
Aluminum		December 2010
Fuel Oil		December 2010
Natural Gas		October 2009
Freight		December 2010
Nickel		May 2011

6.25- Selling, Administrative, Other Operating Expenses and Results from the Sale of Investments


	Consolidated										Parent Company
	Quarter						Accumulated				Accumulated
	3Q/09		2Q/09		3Q/08		09/30/09		09/30/08		09/30/09		09/30/08
Administrative
Personnel		143,307		154,396		192,082		457,610		539,626		260,683		307,710
Services (consulting, infrastructure and others)		95,823		87,439		119,663		267,516		298,804		129,135		142,150
Advertising and publicity		56,045		49,185		58,748		137,229		158,856		126,880		149,586
Depreciation		95,043		87,547		70,808		271,349		219,507		216,607		171,113
Travel expenses		7,923		5,646		28,196		26,635		55,906		10,938		29,799
Rents and taxes		22,159		14,559		29,489		60,277		52,042		22,426		23,545
Community aborigine		5,779		4,763		3,221		15,484		15,303		14,647		12,389
Others		44,750		35,054		43,382		118,362		189,504		51,327		83,499
*Sales ()**		106,191		75,054		124,957		310,691		372,391		1,206		23,101

Total		577,020		513,643		670,546		1,665,153		1,901,939		833,849		942,892


(*)		Represents the effects of fluctuations in commodity prices of copper on its receivables, expenses with offices abroad and provision for claims settlement.


	Consolidated														Parent Company
	Quarter								Accumulated						Accumulated
	3Q/09			2Q/09			3Q/08		09/30/09			09/30/08			09/30/09			09/30/08
Other operating expenses (income), net
Provisions for contingencies		5,940			14,351			25,895		20,291			(214,754	)		51,231			(202,730	)
Provision for loss on ICMS credits		47,925			29,397			80,804		150,535			322,758			30,709			121,855
Provision for profit sharing		58,155			50,929			78,186		176,601			205,421			99,121			95,596
Fundação Vale do Rio Doce — FVRD		41,726			30,634			23,616		85,016			54,905			85,015			54,905
Recoverable taxes — PIS and COFINS		(70,170	)		(78,066	)		—		(222,458	)		(114,857	)		(222,458	)		(114,857	)
Adjust the value of realization of stock		—			—			—		112,535			—			—			—
Disconnection		29,341			49,869			—		170,992			—			53,499			—
Stopped of plant and Idle capacity		489,013			524,028			—		1,388,593			—			568,399			—
Others		45,172			113,813			508,156		384,467			970,012			(24,432	)		372,244

Total		647,102			734,955			716,657		2,266,572			1,223,485			641,084			327,013


	Consolidated
	Quarter						Accumulated
	3Q/09		2Q/09		3Q/08		09/30/09		09/30/08
Results on sale of investments
Jubilee Mines N.L.		—		—		—		—		138,879
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS		—		287,814		—		287,814		—
Ativos vendidos Suzano		110,899		—		—		110,899		—
Hurdbay Minerals Inc		12,739		—		—		12,739		—
Others		4,917		7,908		—		12,825		—

Total		128,555		295,722		—		424,277		138,879

7- Report of the Independent Accountants on Limited Review

(A free translation of the original in Portuguese)

Report of Independent Accountants on the Limited Review

To the Board of Directors and Stockholders
Vale S.A.

1		We have carried out a limited review of the Quarterly Information — ITR (individual and consolidated) of Vale S.A. (formerly denominated Companhia Vale do Rio Doce) and its subsidiaries, for the quarter ended September 30, 2009, comprising the balance sheets and the statements of operations, changes in stockholders’ equity, cash flows and value added, the report of performance and notes, prepared under the responsibility of the Company’s management.

2		Our review was carried out in accordance with specific standards established by the Instituto of Independent Auditors of Brazil (“Instituto de Auditores Independentes do Brasil — IBRACON”), in conjunction with the Federal Accounting Council (“Conselho Federal de Contabilidade — CFC”), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the quarterly information and (b) a review of the relevant information and of the subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

3		Based on our limited review, we are not aware of any significant adjustments which should be made to the quarterly information referred to above for it to be in accordance with the accounting practices adopted in Brazil, as required by the regulations of the Brazilian Securities Commission (“Comissão de Valores Mobiliários — CVM”) specifically applicable to the preparation of quarterly information.

Vale S.A.

4		The Quarterly Information (ITR) mentioned in the first paragraph also includes comparative accounting information for the results for the quarter ended September 30, 2008, obtained from the corresponding Quarterly Information (ITR) for that quarter. The limited review of the Quarterly Information — ITR for the quarter ended September 30, 2008 was conducted by other independent auditors, who issued their report, dated October 23, 2008 including (i) division of responsibilities paragraphs regarding the review of financial information of certain investees of Vale S.A. and (ii) qualification of lack of review of financial information from certain investees of Vale S.A.

5		As mentioned in Note 6.2, due to changes in the accounting practices adopted in Brazil in 2008, the statements of income, of changes in stockholders’ equity, of cash flows and value added relating to the quarters ended September 30, 2008, presented for comparative purposes, were adjusted in relation to those originally disclosed and are being revised, as prescribed by NPC 12 -Accounting Practices, Changes in Accounting Estimates and Correction of Errors (“Práticas Contábeis, Mudanças nas Estimativas Contábeis e Correção de Erros”), as approved by the CVM Deliberation number 506/06, in order to enable comparability of the periods presented. In connection with our review of the quarterly information relating to the quarter ended September 30, 2009, we also reviewed the adjustments arising from the changes in accounting practices disclosed in Note 6.2. We are not aware that those adjustments are inadequate or have not been appropriately recognized, taking into consideration all material aspects. We have been engaged solely to review the adjustments described in Note 6.2 and not to review and neither to apply any other form of procedure on the quarterly information for the quarter ended September 30, 2008, and, therefore, we do not express any form of conclusion on those quarterly information.

Rio de Janeiro, October 28, 2009


/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 “F” RJ

/s/ Marcos Donizete Panassol Marcos Donizete Panassol
Contador CRC 1SP155975/O-8 “S” RJ

8- Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies



Period ended september 30, 2009		In millions of reais


					Accounting information - (to review)
	Participation (%)				Assets							Liabilities and stockholders’ equity							Statement of income
							Non-current							Non-current
									Investments,
									property plant					Non-current,
									and equipment					deferred income		Adjusted					Cost of			Operating			Income tax
									and deferred					and minority		stockholders’					products and			income			and Social			Adjusted net
	Total		Voting		Current		Non-current		charges			Current		interest		equity			Net revenues		services			(expenses)			contribution			income (loss)
Jointly-controlled companies
ALBRAS — Alumínio Brasileiro S.A.		51.00		51.00		476,982		1,395,487		1,056,639			464,983		433,873		2,030,252			1,019,631		(1,051,412	)		112,106			(28,594	)		51,731
ALUNORTE — Alumina do Norte do Brasil S.A.		57.03		61.74		821,134		258,095		5,298,489			343,938		1,485,448		4,548,332			2,013,475		(2,098,613	)		370,369			(96,890	)		188,341
Brasilux S.A.		100.00		100.00		4,560		29,209		—			4,675		—		29,093			—		—			(8,720	)		(11	)		(8,731	)
Cadam S.A		61.48		100.00		136,275		62,697		89,580			26,010		30,634		231,908			115,316		(92,717	)		(11,606	)		(171	)		10,822
Companhia Paulista de Ferro Ligas		100.00		100.00		163,119		109,511		1,366			157,258		90,579		26,159			—		—			36,299			(3,409	)		32,890
Companhia Portuária Baia de Sepetiba — CPBS		100.00		100.00		152,408		9,525		197,853			62,518		1,458		295,809			234,552		(81,137	)		636			(49,948	)		104,103
CVRD Overseas Ltd.		100.00		100.00		1,311,498		190,440		1,196,638			1,278,894		35,686		1,383,995			2,344,004		(1,888,062	)		(548,647	)		—			(92,705	)
Docepar S.A.		100.00		100.00		19,831		122,053		149			34,214		101,444		6,376			—		—			7,836			—			7,836
Diamond Coal Ltd		100.00		100.00		104,328		—		774,676			36,288		179,508		663,208			43,829		(50,263	)		(10,713	)		—			(17,147	)
Ferrovia Centro — Atlântica S.A.		100.00		100.00		256,329		123,183		1,714,994			179,896		1,977,538		(62,926	)		525,928		(499,487	)		(17,932	)		(79	)		8,431
Ferrovia Norte-Sul S.A.		100.00		100.00		67,500		3,282		1,734,518			509,605		—		1,295,695			69,856		(35,807	)		(6,351	)		(8,053	)		19,645
Florestas Rio Doce S.A.		99.90		100.00		9,234		18,554		3,950			5,779		2,897		23,062			—		—			1,940			82			2,022
Green Minerals Resources Inc		100.00		100.00		26,179		—		2,269,762			21,066		783,043		1,491,832			—		—			(56,190	)		—			(56,190	)
Mineração Tacumã Ltda.		100.00		100.00		2,612		—		1,726,915			21,508		1,787,810		(79,791	)		—		—			7,869			—			7,869
Minerações Brasileiras Reunidas S.A. — MBR (a)		92.99		92.99		218,722		81,725		5,955,728			876,552		1,201,595		4,178,027			6,430		(174,175	)		(209,784	)		(33,400	)		(410,929	)
Mineração Corumbá Reunidas S.A.		100.00		100.00		512,821		—		1,192,305			55,683		406,098		1,243,345			—		—			—			—			—
Para Pigmentos S.A		86.17		85.57		77,625		59,634		(13,985	)		56,981		119,649		(53,354	)		95,613		(75,528	)		(51,788	)		(7,731	)		(39,433	)
Rio Doce Manganése Norway AS		100.00		100.00		144,410		—		50,632			54,771		6,740		133,532			150,464		(122,781	)		(83,571	)		—			(55,888	)
Salobo Metais S.A.		100.00		100.00		341,877		—		1,795,427			87,862		1,104,854		944,588			—		—			(32,988	)		—			(32,988	)
Urucum Mineração S.A.		100.00		100.00		281,923		10,708		54,810			55,656		126,474		165,311			117,376		(47,643	)		(57,492	)		(8,469	)		3,772
Vale Austrália Pty Ltd.		100.00		100.00		579,492		284,540		2,242,098			290,756		1,783,729		1,031,641			710,461		(532,670	)		(294,053	)		(17,305	)		(133,567	)
Vale Inco		100.00		100.00		6,155,550		198,025		45,309,196			3,536,320		37,978,127		10,148,324			6,466,073		(5,370,646	)		(2,386,493	)		587,070			(703,996	)
Vale International S.A.		100.00		100.00		29,623,765		51,202,233		42,952,905			12,992,444		44,825,733		65,960,725			19,326,024		(16,945,860	)		(6,950,465	)		(50,898	)		(4,621,199	)
Vale Manganês S.A.		100.00		100.00		1,060,252		109,486		359,838			177,317		176,663		1,175,596			495,762		(268,598	)		(58,687	)		(9,136	)		159,341
Vale Manganese France		100.00		100.00		222,349		161		104,925			114,219		8,620		204,597			137,437		(149,480	)		(29,325	)		666			(40,703	)
Vale Overseas Ltd.		100.00		100.00		200,453		12,005,042		—			200,268		12,005,041		187			—		—			187			—			187
Valesul Alumínio S.A (a)		100.00		100.00		154,302		90,022		509,427			63,783		40,551		649,419			168,232		(156,332	)		(18,727	)		—			(6,828	)

Jointly-controlled companies
Baovale Mineração S.A.		50.00		100.00		29,202		26		55,776			4,794		—		80,209			26,274		(3,360	)		(18,979	)		(2,974	)		961
California Steel Industries, Inc.		50.00		50.00		614,047		—		478,905			138,969		415,286		538,697			825,596		(762,159	)		(143,758	)		37,606			(42,715	)
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		50.00		50.00		204,840		37,895		241,022			63,214		90,106		330,438			66,018		(9,132	)		48,681			(29,929	)		75,638
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		50.89		51.00		179,648		66,792		132,062			35,477		46,698		296,327			32,087		(34,449	)		(52,126	)		17,722			(36,766	)
Companhia ¥talo-Brasileira de Pelotização — ITABRASCO		50.90		51.00		136,603		55,497		198,943			14,907		77,128		299,006			34,718		(9,533	)		16,468			(10,227	)		31,426
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		51.00		51.11		197,143		65,375		377,517			26,627		61,893		551,516			67,685		(22,708	)		18,831			(15,970	)		47,837
Minas da Serra Geral S.A. — MSG		50.00		50.00		47,096		23,791		53,810			3,095		19,898		101,704			13,191		(7,298	)		2,103			(2,067	)		5,929
Mineração Rio do Norte S.A.		40.00		40.00		154,068		633,530		874,885			527,030		356,978		778,475			607,143		(376,248	)		48,432			(94,822	)		184,505
MRS Logística S.A. (a)		41.50		37.86		1,045,511		733,712		2,865,166			942,828		1,795,497		1,906,064			1,647,441		(893,063	)		(157,764	)		(206,313	)		390,299
Samarco Mineração S.A.		50.00		50.00		766,919		425,691		3,581,929			1,524,723		1,630,351		1,619,465			1,961,354		(893,343	)		137,075			(231,156	)		973,930
Teal Minerals		50.00		50.00		30,817		—		318,355			69,890		106,314		172,968			2,246		(4,520	)		(15,725	)		—			(17,999	)


(a)		Includes direct and indirect participation.

Additional information of the main operational investee companies is available on the Vale website www.vale.com, investor relations

B- ADDITIONAL INFORMATION

9- CASH GENERATION (TO REVIEW)

Consolidated operating cash generation measured by EBITDA (earnings before financial results, equity in subsidiaries, income taxes, depreciation, amortization and depletion, increased by dividends received) was R$ 14,940,927 as of September 30,2009 against R$ 28,463,242 as of September 30, 2008, representing a decrease of 47.5%.

EBITDA is not a BR GAAP measure and does not represent the expected cash flow for the reporting periods and, therefore, should not be considered as an alternative measure to net income (loss), as an indicator of operating performance or as an alternative to cash flow as a liquidity source.

Vale definition of EBITDA may not be comparable with EBITDA as defined by other companies.

EBITDA – Consolidated


	Quarter (Unaudited)									Accumulated
	3Q/09			2Q/09			3Q/08			09/30/09			09/30/08
Operating profit — EBIT		4,583,227			2,189,568			10,109,919			10,921,634			24,634,831
Depreciation / amortization of goodwill		1,447,788			1,253,422			1,226,887			3,997,975			3,790,317

		6,031,015			3,442,990			11,336,806			14,919,609			28,425,148
Dividends received		—			21,318			15,228			21,318			38,094

EBITDA (LAJIDA)		6,031,015			3,464,308			11,352,034			14,940,927			28,463,242

Depreciation / amortization of goodwill		(1,447,788	)		(1,253,422	)		(1,226,887	)		(3,997,975	)		(3,790,317	)
Dividends received		—			(21,318	)		(15,228	)		(21,318	)		(38,094	)
Equity Results		30,262			50,021			(304,002	)		93,733			(914,878	)
Profit on sale of investment		128,555			295,722			—			424,277			138,879
Financial results, net		198,918			2,574,281			(2,026,668	)		2,411,943			(1,493,882	)
Income tax and social contribution		(1,839,712	)		(3,533,597	)		111,364			(6,131,291	)		(3,129,701	)
Minority interests		(97,949	)		(109,343	)		(137,558	)		(99,440	)		(395,788	)

Net income		3,003,301			1,466,652			7,753,055			7,620,856			18,839,461

Consolidated EBITDA by segment


	EBITDA
	Quarter (Unaudited)								Accumulated
	3Q/09			2Q/09			3Q/08		09/30/09			09/30/08
Segments
Ferrous minerals		4,879,039			2,852,898			8,780,635		12,928,236			19,354,045
Non-ferrous minerals		810,873			854,349			1,663,683		1,793,563			7,070,003
Logistics		348,611			280,454			397,194		750,058			961,767
Steel		14,349			1,766			71,054		(16,408	)		175,020
Others		(21,857	)		(525,159	)		439,468		(514,522	)		902,407

		6,031,015			3,464,308			11,352,034		14,940,927			28,463,242

10- Management’s Discussion and Analysis of the Operational Performance in September 30, 2009 (to review)

In analyzing this information, some general aspects should be considered, as follows:

On September 30, 2009, about 97% of consolidated gross revenue and 35% of consolidated total costs are linked to currencies other than Brazilian reais. Consequently, the exchange rate fluctuations have a significant impact on net income.

The average dollar rate increased 1.12% between periods (R$ 1.8198 as of September 30, 2009 against R$ 1.7996 as of September 30, 2008) and the final rate decreased 7.11% (R$ 1.7781 as of September 30, 2009 against R$ 1.9143 as of September 30, 2008).

The Consolidated Trade Balance performance was as follows:


	In US$ million
	Quarter (Unaudited)									Accumulated
	3Q/09			2Q/09			3Q/08			09/30/09			09/30/08
Exports		3,493			3,305			6,319			10,137			13,219
Imports		(167	)		(185	)		(494	)		(623	)		(1,067	)

		3,326			3,120			5,825			9,514			12,152

10.1- Management’s Discussion and Analysis of the Operational Performance of Consolidated

10.1.1- Sales revenues


	In thousands of metric tons (except railroad transportation)
	Quarter (Unaudited)						Accumulated
	3Q/09		2Q/09		3Q/08		09/30/09		09/30/08
Iron ore		65,902		50,442		74,645		166,337		207,118
Pellets (*)		9,168		4,809		11,959		17,319		32,796

		75,070		55,251		86,604		183,656		239,914

Manganese		244		297		251		601		698
Ferroalloys		65		71		95		189		343

Copper		114		108		124		332		341
Finished copper		17		21		58		71		129
Nickel		53		70		69		182		204
Potash		229		192		126		526		465
Kaolin		203		193		287		575		887
Precious metals		2		19		24		46		64
Cobalt (t)		334		676		819		1,646		2,224

Railroad transportation (millions of TKU) (**)		9,770		9,170		9,960		27,300		28,049
Port services		6,199		5,238		6,966		15,366		19,444
Boat services
Maritime transportation

Aluminum		114		124		150		365		412
Alumina		1,303		1,403		1,163		3,963		2,857
Bauxite		770		686		1,127		2,121		3,212

Steel		73		47		122		199		571
Pig iron		24		—		69		59		265
Coal		1,709		1,117		1,140		3,802		3,055


	In thousand
	Quarter (Unaudited)						Accumulated
	3Q/09		2Q/09		3Q/08		09/30/09		09/30/08
Iron ore		7,083,449		4,937,180		10,050,183		19,286,309		23,176,641
Pellets (*)		1,170,583		634,846		3,107,230		2,674,965		6,995,807

		8,254,032		5,572,026		13,157,413		21,961,274		30,172,448

Manganese		43,582		86,864		196,135		164,605		400,860
Ferroalloys		188,422		146,249		608,858		513,418		1,744,324

		232,004		233,113		804,993		678,023		2,145,184

Copper		370,888		351,277		414,668		970,191		1,328,312
Finished copper		179,767		215,745		623,818		693,324		1,617,385
Nickel		1,796,753		1,894,491		2,262,081		5,168,274		8,645,951
Potash		218,834		251,841		169,816		621,166		454,862
Kaolin		84,811		86,337		95,657		262,161		276,910
Precious metals		61,181		167,100		252,444		417,234		762,049
Cobalt (t)		18,358		24,867		94,239		73,468		295,580

		2,730,592		2,991,658		3,912,723		8,205,818		13,381,049

Railroad transportation (millions of TKU) (**)		643,540		595,771		873,709		1,752,367		2,327,021
Port services		122,639		95,585		121,744		292,146		327,303
Boat services		25,284		23,501		23,202		72,289		67,416
Maritime transportation		—		—		14,964		—		30,739

		791,463		714,857		1,033,619		2,116,802		2,752,479

Aluminum		385,453		398,348		767,133		1,233,873		2,050,870
Alumina		598,563		568,301		709,860		1,734,206		1,774,331
Bauxite		42,750		44,670		68,547		140,913		193,189

		1,026,766		1,011,319		1,545,540		3,108,992		4,018,390

Steel		135,770		107,113		366,950		412,798		1,044,348
Pig iron		16,018		—		108,646		40,914		253,709
Coal		253,693		201,680		339,898		764,866		635,960
Other products and services		142,110		171,719		116,898		474,969		416,632

		547,591		480,512		932,392		1,693,547		2,350,649

		13,582,448		11,003,485		21,386,680		37,764,456		54,820,199


(*)		Includes sales of providing services to subsidiaries of control shared in the amounts of R$ 4,854, R$ 3,421, R$ 10,439, R$ 12,626 and R$ 43,039, referring to the 3Q09, 2Q09, 3Q08, 09/30/09 e 09/30/08, respectively.

(**)		The Vale carried through its railroad system of 6,441, 7.304, 7,198, 18,817 and 20,192 millions of TKUs of general cargo and 3,329, 1,866, 2,762, 8,483 and 7,857 millions of TKUs of iron ore for third parties in 3Q09, 2Q09, 3Q08, 09/30/09 e 09/30/08, respectively.

The fall of 31.1% in the Sales, from R$ 54,820,199 on September 30, 2008 to R$ 37,764,456 on September 30, 2009 is due primarily to the reduction of price and volumes sold.

Consolidated sales by segment


	Ferrous		Non - Ferrous				Holdings					Quarter (Unaudited)												Accumulated
	Minerals		Minerals		Logistics		Aluminum		Others			3Q/09		%		2Q/09		%		3Q/08		%		09/30/09		%		09/30/08		%
External market
Latin America		233,213		1,529		—		34,255		36,671			305,668		2		80,302		1		716,648		3		488,953		1		1,967,273		4
Canada		—		134,812		—		240,130		(5,764	)		369,178		3		667,094		6		551,839		3		1,539,558		4		2,131,188		4
United States (USA)		8,392		392,450		—		48,744		167,821			617,407		5		527,333		5		1,485,289		7		1,838,407		5		4,664,142		9
Germany		345,474		213,420		—		—		—			558,894		4		276,457		3		1,490,945		7		1,314,432		3		3,420,194		6
Belgium		77,455		10,020		—		49,915		—			137,390		1		174,611		2		532,033		2		479,791		1		1,243,728		2
France		232,002		23,953		—		—		58			256,013		2		85,031		1		574,436		3		431,002		1		1,262,309		2
England		85,576		87,900		—		—		3,982			177,458		1		338,691		3		592,327		3		939,775		2		1,860,608		3
Italy		114,765		12,806		—		—		—			127,571		1		90,760		1		315,651		1		397,221		1		1,045,794		2
Europe, except for Germany, Belgium, France, England and Italy		450,741		335,999		—		297,358		523			1,084,621		8		464,286		4		1,745,852		8		2,112,019		6		4,337,001		8
Middle East/Africa/Oceania		253,114		9,014		—		32,512		4,443			299,083		2		345,823		3		875,297		4		949,864		3		2,026,042		4
China		4,490,671		332,028		—		36,170		69,796			4,928,665		36		4,141,855		38		4,306,378		20		14,683,153		39		9,942,813		18
South Korea		385,274		101,731		—		—		—			487,005		4		356,451		4		648,145		3		1,430,793		4		1,705,640		3
Japan		649,922		345,298		—		179,912		97,295			1,272,427		9		775,517		7		2,238,894		10		3,181,011		8		5,774,844		11
Taiwan		122,080		244,197		—		—		—			366,277		3		398,841		3		480,143		2		1,072,926		3		1,446,992		3
Ásia, other than China, South Korea, Japan and Taiwan		185,329		156,351		—		—		52,789			394,469		3		474,500		3		1,018,510		6		1,326,530		4		2,804,776		4

		7,634,008		2,401,508		—		918,996		427,614			11,382,126		84		9,197,552		84		17,572,387		82		32,185,435		85		45,633,344		83
Brazil		852,030		329,082		791,463		107,770		119,977			2,200,322		16		1,805,933		16		3,814,293		18		5,579,021		15		9,186,855		17

Total		8,486,038		2,730,590		791,463		1,026,766		547,591			13,582,448		100		11,003,485		100		21,386,680		100		37,764,456		100		54,820,199		100

10.1.2- Cost of products and services


	Denominated in						Quarter (Unaudited)						Accumulated
	R$			Other currencies			3Q/09		2Q/09		3Q/08		09/30/09		09/30/08
Personnel		605,352			386,126			991,478		982,287		1,033,944		3,053,937		2,994,125
Material		930,753			662,363			1,593,116		1,478,259		1,667,471		4,548,210		4,901,202
Oil and gas		630,973			145,799			776,772		637,188		1,093,234		2,011,291		2,821,543
Outsourced services		750,456			306,179			1,056,635		1,028,966		1,335,302		3,039,083		3,676,989
Energy		290,876			166,682			457,558		398,782		562,111		1,266,825		1,504,449
Raw Material		54,224			172,300			226,524		273,823		745,103		888,062		2,141,980
Depreciation and depletion		713,302			404,686			1,117,988		1,188,739		1,152,877		3,513,483		3,565,269
Others		581,613			160,833			742,446		703,364		1,051,741		2,199,801		2,439,186

Total		4,557,549			2,404,968			6,962,517		6,691,408		8,641,783		20,520,692		24,044,743

		65	%		35	%

The 14.7% decrease in cost of products and services (R$ 24,044,743 as of September 30, 2008 against R$ 20,520,692 on September 30, 2009) was due to reduction in volume sold and efforts to reduce cost, partially offset by exchange rate variation.

10.1.3- Selling and administrative expenses

The Selling expenses decreased 16.57%, from R$ 372,391 as of September 30, 2008 to R$ 310,691 as of September 30, 2009, due to idle capacity occurred in 2009, impacting at reduction of doubtful debt provision and freight expenses and royalties, while administrative expenses decreased 11.45%, from R$ 1,529,548 at September 30, 2008 to R$ 1,354,462 on September 30, 2009, due to the efforts by the Company.

10.1.4- Research and development

Research and development expenses increased 6.5%, from R$ 1,353,132 as of September 30, 2008 to R$ 1,441,254 as of September 30, 2009, reflecting Vale’s plan to diversify and expand the production, mainly in the gas sector and energy.

10.1.5- Other operating expenses/revenues (net)

Other operating expenses increased 85.26%, from R$ 1,223,485 as September 30, 2008 to R$ 2,266,572 on September 30, 2009, basically due to expenses incurred as a consequence of the financial crisis: idle capacity, shutdown of plants and employee termination costs. The effect of this expenses was partially offset by revenues from taxes recovery.

10.1.6- Net financial results

Net financial results varied R$ 3,905,825 (R$ 2,411,943 as of September 30, 2009 against R$ 1,633,790 as of September 30, 2008), reflecting the effects of the depreciation of US dollar against Brazilian Reais on debt.

10.1.7- Income tax and social contribution

Income and social contribution tax expenses presented an expense of R$ 6,131,291 as of September 30, 2009 compared to R$ 3,129,701 as of September 30, 2008, mainly due to a decrease in taxable income and the shareholders remuneration paid integrally in form of dividends, without using benefit of interest on shareholders equity.

10.2- Management’s Discussion and Analysis of the Operational Performance of Parent Company

10.2.1- Sales revenues

The 15.8% decrease in revenue (R$ 20,939,169 as of September 30, 2009 against R$ 24,878,808 as of September 30, 2008) was derived from the appreciation of US dollar against Brazilian reais, partially compensated by the fall of selling volumes.

10.2.2- Cost of products and services

Cost of products and services sold as of September 30, 2009 was R$ 9,676,484, against R$ 11,967,244 as of September 30, 2008, representing a 19.1% decrease. The main factor is the decrease in volume sold.

10.2.3- Gross margin

Gross margin increased from 49.4% as of September 30, 2008 to 52.4% as of September 30, 2009, mainly due to US dollar valuation against Brazilian real and the price adjustment.

10.2.4- Equity results

Equity in subsidiaries decreased by R$ 16,828,634 from R$ 12,757,543 as of September 30, 2008 to -R$ 4,071,091 as of September 30, 2009 mainly due to the reduction of operational results of affiliates for the period and high depreciation of dollar in the second quarter of 2009.

10.2.5- Selling and administrative expenses

The selling expenses decreased 94.78%, by R$ 23,101 as of September 30, 2008 to R$ 1,206 as of September 30, 2009, due primarily to reduction of doubtful debt provision, while administrative expenses decreased by 7.51% from R$ 919,791 as of September 30, 2008 to R$ 832,643 as of September 30, 2009.

10.2.6- Research and development

Research and development increased by 24.92%, from R$ 753,146 as of September 30, 2008 to R$ 940,844 as of September 30, 2009, reflecting Vale’s plan to diversify and expand the production, mainly in the gas sector and energy.

10.2.7- Other operating expenses/ income, net

Other operating expenses increased by R$ 314,071, from expense of R$ 327,013 as of September 30, 2008 to expense of R$ 641,084 as of September 30, 2009, basically due to expenses incurred as a consequence of the financial crisis: idle capacity, shutdown of plants and employee termination costs. The effect of this expenses was partially offset by revenues from taxes recovery.

10.2.8- Net financial results

Net financial results changed R$ 12,255,301 (R$ 3,060,094 as of September 30, 2008 against R$ 9,195,207 as of September 30, 2009) basically due to the appreciation of US dollar against Brazilian Real on related party debt.

10.2.9- Income tax and social contribution

Income tax and social contribution revenue totaled R$ 639,505 as of September 30, 2008 compared to an expense of R$ 6,157,173 as of September 30, 2009, mainly due to a increase in taxable income and the remuneration integrally paid in the form of dividends without the usage of benefit of interest on shareholders’ equity.

11- Board of Directors, Fiscal Council, Advisory Committees and Executive Officers


Board of Directors		Governance and Sustainability Committee
		Jorge Luiz Pacheco
Sérgio Ricardo Silva Rosa		Renato da Cruz Gomes
Chairman		Ricardo Simonsen

Mário da Silveira Teixeira Júnior		Fiscal Council
Vice-President

		Marcelo Amaral Moraes
Eduardo Fernando Jardim Pinto		Chairman
Francisco Augusto da Costa e Silva
Jorge Luiz Pacheco
José Ricardo Sasseron		Aníbal Moreira dos Santos
Ken Abe		Antônio José de Figueiredo Ferreira
Luciano Galvão Coutinho		Bernard Appy
Oscar Augusto de Camargo Filho
Renato da Cruz Gomes		Alternate
Sandro Kohler Marcondes		Cícero da Silva
		Marcus Pereira Aucélio
Alternate		Oswaldo Mário Pêgo de Amorim Azevedo

Deli Soares Pereira		Executive Officers
Hajime Tonoki
João Moisés de Oliveira		Roger Agnelli
Luiz Augusto Ckless Silva		Chief Executive Officer
Luiz Carlos de Freitas
Luiz Felix Freitas		Carla Grasso
Paulo Sérgio Moreira da Fonseca		Executive Officer for Human Resources and Corporate
Raimundo Nonato Alves Amorim		Services
Rita de Cássia Paz Andrade Robles
Wanderlei Viçoso Fagundes		Eduardo de Salles Bartolomeo
		Executive Officer for Logistics, Project Management and
Advisory Committees of the Board of Directors		Sustainability

Controlling Committee		Fabio de Oliveira Barbosa
Luiz Carlos de Freitas		Chief Financial Officer and Investor Relations
Paulo Ricardo Ultra Soares
Paulo Roberto Ferreira de Medeiros		José Carlos Martins
		Executive Officer for Ferrous Minerals

Executive Development Committee
João Moisés de Oliveira		Tito Botelho Martins
José Ricardo Sasseron		Executive Officer for Non Ferrous
Oscar Augusto de Camargo Filho

Strategic Committee
Roger Agnelli
Luciano Galvão Coutinho
Mário da Silveira Teixeira Júnior
Oscar Augusto de Camargo Filho
Sérgio Ricardo Silva Rosa		Marcus Vinícius Dias Severini
		Chief Officer of Accounting and Control Department

Finance Committee
Fabio de Oliveira Barbosa		Vera Lúcia de Almeida Pereira Elias
Luiz Maurício Leuzinger		CRC-RJ — 043059/O-8
Ricardo Ferraz Torres		Chief Accountant
Wanderlei Viçoso Fagundes

Equity Investee Information – 09/30/2009

Aluminum Area — Albras (Adjusted and Unaudited)


		2009														2008
		As of and for the three-month periods ended														As of and for the three-month periods ended
Information		March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)		107			109			101			—		317			109			99			117			108			433
Quantity sold — internal market	MT (thousand)		5			6			5			—		16			7			6			7			6			25

Quantity sold — total	MT (thousand)		112			115			106			—		333			116			105			124			114			459


Average sales price — external market	US$		1,388.35			1,378.32			1,689.77			—		1,480.01			2,486.87			2,939.31			2,888.76			2,138.46			2,605.19
Average sales price — internal market	US$		1,783.09			1,251.00			1,656.00			—		1,594.75			2,307.59			2,640.89			2,625.72			1,989.17			2,389.40
Average sales price — total	US$		1,405.98			1,372.42			1,688.08			—		1,485.52			2,476.70			2,920.77			2,874.64			2,130.52			2,593.10

Long-term indebtedness, gross	US$		250,000			233,333			233.332			—		233.332			283,333			300,521			266,666			250,000			250,000
Short-term indebtedness, gross	US$		155,748			151,232			185.099			—		185.099			111,462			90,031			127,730			133,328			133,328

Total indebtedness, gross	US$		405,748			384,565			418.431			—		418.431			394,795			390,552			394,396			383,328			383,328


Stockholders’ equity	R$		1,919,775			1,975,919			2,034.958			—		2,034.958			1,762,743			1,871,810			1,908,042			1,974,698			1,974,698


Net operating revenues	R$		361,771			325,595			332,265			—		1,019,631			507,262			513,302			583,876			556,610			2,161,050
Cost of products	R$		(377,260	)		(348,804	)		(325,348	)		—		(1,051,412	)		(389,192	)		(370,909	)		(431,517	)		(445,146	)		(1,636,764	)
Other expenses / revenues	R$		(29,997	)		(21,591	)		(23,647	)		—		(75,235	)		(33,556	)		(34,060	)		(30,689	)		(36,839	)		(135,144	)
Depreciation, amortization and depletion	R$		14,763			14,239			15,439			—		44,441			18,680			17,539			18,851			17,422			72,492

EBITDA	R$		(30,723	)		(27,876	)		(1,291	)		—		(62,575	)		103,194			125,872			140,521			92,047			461,634
Depreciation, amortization and depletion	R$		(14,763	)		(14,239	)		(15,439	)		—		(44,441	)		(18,680	)		(17,539	)		(18,851	)		(17,422	)		(72,492	)

EBIT	R$		(45,486	)		(44,998	)		(16,730	)		—		(107,016	)		84,514			108,333			121,670			74,625			389,142
Non recurrent intens (Write-down of assets)	R$		—						—			—		—			(6	)		—			(122	)		(19,743	)		(19,871	)
Net financial result	R$		(3,175	)		131,343			59,173			—		187,341			(116,210	)		63,342			(72,234	)		(23,765	)		(148,867	)
Non operational results	R$		—			—			—			—		—			—

Income before income tax and social contribution	R$		(48,661	)		86,543			42,443			—		80,325			(31,702	)		171,675			49,314			31,117			220,404
Income tax and social contribution	R$		17,915			(30,398	)		(16,111	)		—		(28,594	)		(14,510	)		(62,608	)		(13,082	)		18,084			(72,116	)

Net income	R$		(30,746	)		56,145			26,332			—		51,731			(46,212	)		109,067			36,232			49,201			148,288

Aluminum Area — MRN (Adjusted and Unaudited)


		2009														2008
		As of and for the three-month periods ended														As of and for the three-month periods ended
Information		March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)		798			777			838			—		2,413			1,369			1,573			1,496			1,557			5,995
Quantity sold — internal market	MT (thousand)		2,640			2,865			3,182			—		8,687			2,621			2,949			3,268			3,415			12,253

Quantity sold — total	MT (thousand)		3,438			3,642			4,020			—		11,100			3,990			4,522			4,764			4,972			18,248


Average sales price — external market	US$		35.19			32.96			29.66			—		32.78			61.52			34.93			34.71			36.96			41.47
Average sales price — internal market	US$		30.96			27.42			26.80			—		28.29			53.89			31.24			31.96			33.35			36.87
Average sales price — total	US$		31.94			28.61			27.39			—		29.27			56.51			32.52			32.83			35.16			38.56

Long-term indebtedness, gross	US$		84,258			76,960			71,344			—		71,344			46,151			115,231			96,970			90,306			90,306
Short-term indebtedness, gross	US$		180,491			211,086			206,148			—		206,148			245,429			221,143			225,894			163,251			163,251

Total indebtedness, gross	US$		264,749			288,046			277,492			—		277,492			291,580			336,374			322,864			253,557			253,557


Stockholders’ equity	R$		661,785			729.982			778.475			—		778.475			634,170			687,360			717,533			591,487			591,487


Net operating revenues	R$		229,025			193,875			184,243			—		607,143			206,543			220,647			242,896			377,298			1,047,384
Cost of products	R$		(121,426	)		(127,601	)		(127,221	)		—		(376,248	)		(121,170	)		(150,287	)		(145,601	)		(168,979	)		(586,037	)
Other expenses / revenues	R$		(2,524	)		(11,395	)		(2,365	)		—		(16,284	)		(4,622	)		(5,480	)		(5,586	)		899			(14,789	)
Depreciation, amortization and depletion	R$		27,563			28,309			28,103			—		83,706			28,386			28,305			28,322			28,016			113,029

EBITDA	R$		132,638			83,188			82,760			—		298,317			109,137			93,185			120,031			237,234			531,571
Depreciation, amortization and depletion	R$		(27,563	)		(28,309	)		(28,103	)		—		(83,706	)		(28,386	)		(28,305	)		(28,322	)		(28,016	)		(113,029	)

EBIT	R$		105,075			54,879			54,657			—		214,611			80,751			64,880			91,709			209,218			446,558
Net financial result	R$		(1,985	)		47,642			19,059			—		64,716			(12,584	)		18,096			(53,799	)		(68,541	)		(116,828	)

Income before income tax and social contribution	R$		103,090			102,521			73,716			—		279,327			68,167			82,976			37,910			140,677			329,730
Income tax and social contribution	R$		(39,480	)		(33,979	)		(26,494	)		—		(94,822	)		(25,009	)		(29,786	)		(7,737	)		(46,817	)		(109,349	)

Net income	R$		63,610			68,542			47,222			—		184,505			43,158			53,190			30,173			93,860			220,381

Aluminum Area — Alunorte (Adjusted and Unaudited)


		2009														2008
		As of and for the three-month periods ended														As of and for the three-month periods ended
Information		March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)		1,225			1,257			1,237			—		3,719			814			832			975			1,336			3,957
Quantity sold — internal market	MT (thousand)		216			273			253			—		742			235			258			301			250			1,044

Quantity sold — total	MT (thousand)		1,441			1,530			1,490			—		4,461			1,049			1,090			1,276			1,586			5,001


Average sales price — external market	US$		192.84			214.82			255.36			—		222.24			322.36			372.73			378.60			286.74			359.27
Average sales price — internal market	US$		170.69			190.76			265.62			—		225.31			287.59			340.49			342.74			300.46			325.30
Average sales price — total	US$		195.62			210.39			257.10			—		222.75			314.57			365.10			370.14			288.91			343.47

Long-term indebtedness, gross	US$		865,398			845,398			835,397			—		835,397			740,000			828,590			855,397			855,398			855,398
Short-term indebtedness, gross	US$		19,670			39,301			57,106			—		57,106			20,037			—			28,951			31,124			31,124

Total indebtedness, gross	US$		885,068			884,699			892,503			—		892,503			760,037			828,590			884,348			886,522			886,522


Stockholders’ equity	R$		4,294			4,435			4,548,332			—		4,548,332			4,077,566			4,233,439			4,345,957			4,346,958			4,346,958


Net operating revenues	R$		643,619			668,535			700,910			—		2,013,456			574,017			660,565			789,345			1,033,795			3,057,722
Cost of products	R$		(705,018	)		(734,327	)		(659,268	)		—		(2,098,613	)		(476,079	)		(478,374	)		(587,518	)		(754,073	)		(2,296,044	)
Other expenses / revenues	R$		(19,070	)		(22,189	)		(26,458	)		—		(68,109	)		(25,223	)		(26,517	)		(22,959	)		(49,473	)		(124,172	)
Depreciation, amortization and depletion	R$		59,478			70,022			62,080			—		191,580			36,013			30,350			30,294			45,448			142,105

EBITDA	R$		(23,991	)		(17,959	)		77,264			—		38,314			108,728			186,024			209,162			275,697			779,611
Depreciation, amortization and depletion	R$		(59,478	)		(70,022	)		(62,080	)		—		(191,580	)		(36,013	)		(30,350	)		(30,294	)		(45,448	)		(142,105	)

EBIT	R$		(80,469	)		(87,981	)		15,184			—		(153,266	)		72,715			155,674			178,868			230,249			637,506
Net financial result	R$		43			302,604			135,850			—		438,497			(108,077	)		33,026			(57,123	)		(227,185	)		(359,359	)
Non recurrent intens (Write-down of assets)	R$		—			—			—			—		—			—												—

Income before income tax and social contribution	R$		(80,426	)		214,623			151,034			—		285,231			(35,362	)		188,700			121,745			3,064			278,147
Income tax and social contribution	R$		28,075			(73,644	)		(51,321	)		—		(96,890	)		(7,679	)		(32,826	)		(9,227	)		12,761			(36,971	)

Net income	R$		(52,351	)		140,979			99,713			—		188,341			(43,041	)		155,874			112,518			15,825			241,176

Aluminum Area — Valesul (Adjusted and Unaudited)


		2009														2008
		As of and for the three-month periods ended														As of and for the three-month periods ended
Information		March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)		2			—			—			—		2			4			7			6			4			21
Quantity sold — internal market	MT (thousand)		13			9			9			—		31			16			15			19			16			66

Quantity sold — total	MT (thousand)		15			9			—			—		33			20			22			25			20			87


Average sales price — external market	US$		2,392.81			—			—			—		2,815,50			2,653.70			2,846.14			2,679.23			2,818.91			2,861.40
Average sales price — internal market	US$		2,133,06			3,629.56			3,164.66			—		3,132.11			3,786.95			4,168.23			3,321.93			2,575.30			3,695.60
Average sales price — total	US$		2,167.50			3,722,67			3,164.66			—		3,073.95			3,560.30			3,747.56			3,148.89			2,624.02			3,494.25

Stockholders’ equity	R$		648			652			649,419			—		649,419			637,555			644,643			650,810			656			656


Net operating revenues	R$		59,818			51,448			56,965			—		168,231			100,607			115,282			134,658			100,820			451,367
Cost of products	R$		(61,642	)		(42,489	)		(52,200	)		—		(156,331	)		(84,081	)		(91,021	)		(122,915	)		(87,461	)		(385,478	)
Other expenses / revenues	R$		(6,948	)		(4,619	)		(7,020	)		—		(18,587	)		(10,741	)		(10,754	)		(9,585	)		(11,768	)		(42,848	)
Depreciation, amortization and depletion	R$		7,164			6,420			4,074			—		17,658			8,099			5,909			7,084			7,056			28,148

EBITDA	R$		(1,608	)		10,760			1,819			—		10,971			13,884			19,416			9,242			8,647			51,189
Depreciation, amortization and depletion	R$		(7,164	)		(6,420	)		(4,074	)		—		(17,658	)		(8,099	)		(5,909	)		(7,084	)		(7,056	)		(28,148	)

EBIT	R$		(8,772	)		4,340			(2,255	)		—		(6,687	)		5,785			13,507			2,158			1,591			23,041
Net financial result	R$		200			(390	)		49			—		(141	)		(905	)		(372	)		10,469			9,248			18,440

Income before income tax and social contribution	R$		(8,572	)		3,950			(2,206	)		—		(6,828	)		4,880			13,135			12,627			10,839			41,481
Income tax and social contribution	R$		—			—			—			—		—			(2,814	)		(6,045	)		(6,460	)		(5,405	)		(20,724	)

Net income	R$		(8,572	)		3,950			(2,206	)		—		(6,828	)		2,066			7,090			6,167			5,434			20,757

Pellets Area — Hispanobras (Adjusted and Unaudited)


		2009														2008
		As of and for the three-month periods ended														As of and for the three-month periods ended
Information		March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)		—			—			—			—		—			404			400			618			—			1,422
Quantity sold — internal market	MT (thousand)		—			—			243			—		243			710			805			554			396			2,465

Quantity sold — total	MT (thousand)		—			—			—			—		—			1,114			1,205			1,172			362			3,887


Average sales price — external market	US$	—				—			70.08			—		70.08			71.45			203.07			227.18			—			176.15
Average sales price — internal market	US$	—				—			70.08			—		70.08			75.95			203.58			236.04			146.47			164.94
Average sales price — total	US$		—			—			—			—		—			74.32			203.41			231.37			146.47			169.04

Short-term indebtedness, gross	US$	—				—			—			—		—			75,338			58,382			7,474			—			7,474

Total indebtedness, gross	US$		—			—			—			—		—			75,338			58,382			7,474			—			—


Stockholders’ equity	R$		222.769			204.581			296.327			—		296.327			157,097			264,714			301			333,094			333,094


Net operating revenues	R$		276			—			31,811			—		32,087			144,995			409,554			274,225			113,968			942,742
Cost of products	R$		—			—			(34,448	)		—		(34,448	)		(129,399	)		(237,400	)		(196,794	)		(81,105	)		(644,698	)
Other expenses / revenues	R$		(17,175	)		(20,975	)		(20,879	)		—		(59,029	)		(4,226	)		(5,218	)		(3,828	)		(14,393	)		(27,665	)
Depreciation, amortization and depletion	R$		21			6			1,032			—		1,059			1,832			2,106			2,341			1,980			8,259

EBITDA	R$		(16,878	)		(20,969	)		(22,484	)		—		(60,331	)		13,202			169,042			75,944			18,470			276,658
Depreciation, amortization and depletion	R$		(21	)		(6	)		(1,032	)		—		(1,059	)		(1,832	)		(2,106	)		(2,341	)		(1,980	)		(8,259	)

EBIT	R$		(16,899	)		(20,975	)		(23,516	)		—		(61,390	)		11,370			166,936			73,603			18,470			270,379
Net financial result	R$		2,514			2,704			1,685			—		6,903			901			(2,986	)		11,974			30,417			40,306

Income before income tax and social contribution	R$		(14,385	)		(18,271	)		(21,831	)		—		(54,487	)		12,271			163,950			85,577			48,887			310,685
Income tax and social contribution	R$		95			83			17,543			—		17,721			(5,138	)		(56,334	)		(29,992	)		(17,044	)		(108,508	)

Net income	R$		(14,290	)		(18,188	)		(4,288	)		—		(36,766	)		7,133			107,616			55,585			31,843			202,177

Pellets Area — Samarco (Adjusted and Unaudited)


		2009													2008
		As of and for the three-month periods ended													As of and for the three-month periods ended
Information		March 31			June 30			September 30		December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — Pellets	MT (thousand)		2,141			3,313							5,454			3,010			4,327			5,519			3,413			16,269
Quantity sold — Iron ore	MT (thousand)		714			236							950			168			140			154			202			664

Average sales price — Pellets	US$		98.56			71.89							85.23			105.51			142.07			152.30			156.17			141.95
Quantity sold — Iron ore	US$		62.56			75.17							68.87			47.61			98.95			73.86			85.18			76.08

Long-term indebtedness, gross	US$		769,734			819,663							819,663			799,634			799,597			799,666			799,726			799,726
Short-term indebtedness, gross	US$		698,816			455,569							455,569			591,496			845,623			987,132			783,013			783,013

Total indebtedness, gross	US$		1,468,550			1,275,232			—		—		1,275,232			1,391,130			1,645,220			1,786,798			1,582,739			1,582,739


Stockholders’ equity	R$		791.000			1,235.020							1,235.020			995,859			1,493,766			1,377,023			599,872			599,872


Net operating revenues	R$		600,154			535,866							1,136,020			576,988			1,033,109			1,387,256			1,248,950			4,246,303
Cost of products	R$		(218,224	)		(360,903	)						(579,127	)		(275,764	)		(450,521	)		(520,484	)		(353,458	)		(1,600,227	)
Other expenses / revenues	R$		(133,437	)		(7,991	)						(141,428	)		(76,574	)		(160,350	)		(89,263	)		(156,344	)		(482,531	)
Depreciation, amortization and depletion	R$		32,103			35,160							67,263			13,635			26,227			44,595			44,008			128,465

EBITDA	R$		280,596			202,132			—		—		482,728			238,285			448,465			822,104			783,156			2,292,010
Depreciation, amortization and depletion	R$		(32,103	)		(35,160	)						(67,263	)		(13,635	)		(26,227	)		(44,595	)		(44,008	)		(128,465	)

EBIT	R$		248,493			166,972			—		—		415,465			224,650			422,238			777,509			739,148			2,163,545
Net financial result	R$		(7,768	)		345,759			—		—		337,991			5,635			176,662			(466,551	)		(547,667	)		(831,921	)

Income before income tax and social contribution	R$		240,725			512,731			—		—		753,456			230,285			598,900			310,958			191,481			1,331,624
Income tax and social contribution	R$		(43,826	)		(120,145	)		—		—		(163,971	)		(57,342	)		(100,979	)		(46,457	)		(21,571	)		(226,349	)

Net income	R$		196,899			392,586			—		—		589,485			172,943			497,921			264,501			169,910			1,105,275

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.