Edgar Filing: Companhia Vale do Rio Doce

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

May 2009

Companhia Vale do Rio Doce

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

Contents


A- Financial Statements			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 Financial Statements at March 31, 2009 and 2008			8

6.1- Operations			8

6.2- Summary of Significant Accounting Policies and Presentation of Interim Financial Statements			8

6.3- Consolidation Principles and Practices			9

6.4- Acquisitions and Divestments			9

6.5- Cash and Cash Equivalents			9

6.6- Short-Term investments			9

6.7- Related Parties			10

6.8- Inventories			12

6.9- Recoverable Taxes			12

6.10- Deferred Income Tax and Social Contribution			12

6.11- Investments			13

6.12- Intangible			13

6.13- Property, Plant and Equipment			14

6.14- Loans and Financing			14

6.15- Contingent Liabilities			16

6.16- Provision for asset retirement obligations			17

6.17- Pension Plan			18

6.18- Long-Term Incentives			19

6.19- Paid-up Capital			19

6.20- Funds linked to future mandatory conversion into shares			19

6.21- Treasury Stock			20

6.22- Compensation of Stockholders			20

6.23- Financial Results			20

6.24- Financial Instruments — Derivatives			21

6.25- Selling, Administrative, Other Operating Expenses and Non Operating Income			31

7- Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies			32

8- Report of the Independent Accountants			33

B- Additional Information			35

9- Cash generation (to review)			35


10- Management’s Discussion and Analysis of the Operational Performance in March 31, 2009 (to review)			36

10.1- Consolidated			36

10.1.1- Sales			36

10.1.2- Cost of products and services			37

10.1.3- Selling and administrative expenses			37

10.1.4- Research and development			37

10.1.5- Other operating expenses			37

10.1.6- Net financial results			37

10.1.7- Income tax and social contribution			37

10.2- Parent Company			38

10.2.1- Sales			38

10.2.2- Cost of products and services			38

10.2.3- Gross margin			38

10.2.4- Equity Results			38

10.2.5- Selling and administrative expenses			38

10.2.6- Research and development			38

10.2.7- Other operating expenses/ income			38

10.2.8- Net financial results			38

10.2.9- Income tax and social contribution			38

11- Board of Directors, Fiscal Council, Advisory Committees and Executive Officers			39

A- Financial Statements

(A free translation into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

1- Balance Sheet


			In thousands of reais
			Consolidated						Parent Company
Years ended December, 31	Notes		03/31/09			12/31/08			03/31/09			12/31/08
Assets
Current assets
Cash and cash equivalents		6.6		21,319,996			24,639,245			6,242,789			6,712,705
Short term investments				7,447,998			5,393,796			—			—
Accounts receivable from customers				6,778,538			7,932,810			6,842,343			9,827,072
Related parties				345,532			27,914			1,906,134			2,242,343
Inventories		6.7		9,136,088			9,686,196			2,905,394			2,913,504
Deferred income tax and social contribution				1,330,118			1,304,993			1,013,538			1,219,685
Taxes to recover or offset		6.8		3,948,197			4,886,239			2,669,792			3,311,610
Others				2,409,189			2,187,547			1,076,710			999,569

				52,715,656			56,058,740			22,656,700			27,226,488

Non-current assets
Related parties				25,300			156			4,689,193			4,728,219
Loans and financing				204,445			179,529			130,594			128,607
Prepaid expenses				551,381			632,032			—			—
Judicial deposits				1,858,809			1,794,011			1,280,783			1,298,758
Advances to energy suppliers				936,864			952,743			—			—
Deferred income tax and social contribution				1,179,111			933,523			831,638			639,614
Taxes to recover or offset		6.8		1,318,451			1,067,226			161,934			189,813
Provisions for derivatives		6.23		153,136			84,014			3,456			4,829
Others				394,623			414,024			406,714			242,825

				6,622,120			6,057,258			7,504,312			7,232,665

Investments		6.10		2,854,889			2,442,426			94,480,089			90,682,288
Intangibles		6.11		10,590,977			10,727,565			8,248,869			8,385,484
Property, plant and equipment		6.12		115,170,636			110,493,482			39,571,240			38,711,866

				128,616,502			123,663,473			142,300,198			137,779,638

				187,954,278			185,779,471			172,461,210			172,238,791

Liabilities, and stockholders’ equity

Current liabilities
Payable to suppliers and contractors				4,141,927			5,248,414			2,066,018			2,145,389
Payroll and related charges				1,086,092			1,427,541			534,429			880,639
Current portion of long-term debt		6.13		1,748,005			1,581,887			857,170			710,786
Short-term debt		6.13		1,093,758			1,088,022			—			—
Related parties				171,204			162,055			7,680,034			9,580,611
Taxes, contributions and royalties				249,727			187,936			27,699			56,272
Provision for income tax				738,242			1,423,023			27,093			—
Pension Plan				240,360			239,074			88,679			85,965
Ferrovia Norte Sul subconcession				954,646			933,912			—			—
Provisions for derivatives		6.23		6,246			—			—			—
Provision for asset retirement obligations		6.15		88,979			112,795			57,266			43,946
Proposed dividends and interest on stockholders’ equity		6.21		4,834,040			4,834,040			4,834,040			4,834,040
Others				2,484,643			1,400,338			1,481,350			643,101

				17,837,869			18,639,037			17,653,778			18,980,749

Non-current liabilities

Pension Plan		0		3,635,158			3,561,897			514,587			523,465
Long-term debt		6.13		42,526,571			42,693,864			11,791,801			11,602,665
Related parties				125,057			124,704			36,922,911			38,143,999
Provisions for contingencies		6.14		2,984,338			2,988,774			1,692,372			1,730,489
Deferred income tax and social contribution				8,456,142			8,039,401			—			—
Provisions for derivatives		6.23		1,423,160			1,345,200			1,166,157			1,083,681
Provision for asset retirement obligations		6.15		1,978,751			1,996,902			837,731			847,504
Others				4,359,245			4,033,733			3,270,294			3,051,599

				65,488,422			64,784,475			56,195,853			56,983,402

Minority interest				6,016,408			6,081,319			—			—

Stockholders’ equity
Paid-up capital		6.18		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		6.19		3,063,833			3,063,833			3,063,833			3,063,833
Equity assessment adjust				229,909			7,945			229,909			7,945
Cumulative translation Adjustments				4,969,788			5,982,074			4,969,788			5,982,074
Revenue reserves				43,074,627			39,947,366			43,074,627			39,947,366

				98,611,579			96,274,640			98,611,579			96,274,640

				187,954,278			185,779,471			172,461,210			172,238,791

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

(A free translation into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

2- Statement of Income


			In thousands of reais
			Consolidated									Parent Company
Years ended March, 31	Notes		1Q/09			4Q/08			1Q/08			1Q/09			1Q/08
Operating revenues
Ore and metals				10,831,690			14,193,294			11,947,151			6,957,687			5,261,508
Sales of aluminum-related products				1,070,907			1,824,362			1,171,857			137,783			72,406
Transport services				610,482			913,612			786,846			282,801			479,940
Sales of steel products				169,915			303,718			320,189			—			—
Other products and services				495,529			711,264			323,015			89,679			58,230

				13,178,523			17,946,250			14,549,058			7,467,950			5,872,084
Value Added taxes				(262,683	)		(563,293	)		(424,318	)		(172,810	)		(316,983	)

Net operating revenues				12,915,840			17,382,957			14,124,740			7,295,140			5,555,101


Cost of products and services
Ores and metals				(4,901,169	)		(5,890,332	)		(5,666,470	)		(2,517,384	)		(3,239,333	)
Aluminum-related products				(1,051,383	)		(1,099,464	)		(805,832	)		(110,334	)		(71,765	)
Transport services				(496,554	)		(567,867	)		(492,330	)		(205,688	)		(209,072	)
Steel products				(154,046	)		(278,000	)		(297,768	)		—			—
Other products and services				(263,615	)		(275,217	)		(249,123	)		(50,010	)		(10,246	)

				(6,866,767	)		(8,110,880	)		(7,511,523	)		(2,883,416	)		(3,530,416	)


Gross profit				6,049,073			9,272,077			6,613,217			4,411,724			2,024,685

Gross margin				46.8	%		53.3	%		46.8	%		60.5	%		36.4	%

Operating expenses
Selling and Administrative		6.24		(574,490	)		(1,716,477	)		(599,849	)		(272,342	)		(293,179	)
Research and development				(441,229	)		(717,979	)		(331,006	)		(268,101	)		(185,447	)
Impairment				—			(2,447,000	)		—			—			—
Other operating expenses		6.24		(884,515	)		(1,625,642	)		(357,463	)		(350,826	)		(88,678	)

				(1,900,234	)		(6,507,098	)		(1,288,318	)		(891,269	)		(567,304	)

Operating profit before financial results, results of equity investments and impairment				4,148,839			2,764,979			5,324,899			3,520,455			1,457,381

Results of equity investments		6.10		13,450			(59,166	)		45,041			885,976			2,714,369
Amortization of goodwill		6.11		—			(350,819	)		(389,150	)		—			(389,150	)

				13,450			(409,985	)		(344,109	)		885,976			2,325,219

Financial results, net		6.22		(361,256	)		(2,343,368	)		(1,233,190	)		(217,288	)		(675,548	)
Resultado na venda de investimentos		6.24		—			—			138,879			—			—

Income before income tax and social contribution				3,801,033			11,626			3,886,479			4,189,143			3,107,052
Income tax and social contribution		6.9		(757,982	)		2,464,973			(669,883	)		(1,038,240	)		73,891

Current				(1,157,050	)		2,027,865			(1,207,728	)		(1,091,415	)		(278,431	)
Deferred charges				399,068			437,108			537,845			53,175			352,322
Minority interest				107,852			(36,429	)		(35,653	)		—			—

Net income for the period				3,150,903			2,440,170			3,180,943			3,150,903			3,180,943

Number of shares outstanding at the end of the period (in thousands) (a)				5,212,680			5,231,512			4,832,391			5,212,680			4,832,391

Net earnings per share outstanding at the end of the period (R$)				0.60			0.47			0.66			0.60			0.66


(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 into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

3- Statement of Changes in Stockholders’ Equity


			In thousands of reais
								Resources linked to		Equity		Cumulative			Revenue reserves
					Transaction			mandatory		assessment		translation			Expansion/						Unrealized					Fiscal		Retained
Years ended March, 31	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 result 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 for the year				—		—			—		—		—			—			—			—			—		—		3,150,903			3,150,903
Treasury Stock		6.21		—		—			—		—		—			—			(23,642	)		—			—		—		—			(23,642	)
Cumulative translation Adjustments				—		—			—		—		(1,012,286	)		—			—			—			—		—		—			(1,012,286	)
Unrealized result on available — for — sale securities				—		—			—		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

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

(A free translation into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

4- Statement of Cash Flows


	In thousands of reais
	Consolidated									Parent Company
Years ended March, 31	1Q/09			4Q/08			1Q/08			1Q/09			1Q/08
Cash flows from operating activities:
Net income for the period		3,150,903			2,440,170			3,180,943			3,150,903			3,180,943
Adjustments to reconcile net income for the period with cash provided by operating activities:
Results of equity investments		(13,450	)		409,985			344,109			(885,976	)		(2,325,219	)
Sale of assets		—			—			(138,879	)		—			—
Depreciation, amortization and depletion		1,296,765			1,322,129			1,312,928			441,193			425,287
Deferred income tax and social contribution		(399,068	)		(437,108	)		(537,845	)		(53,175	)		(352,322	)
Monetary and exchange rate variations on assets and liabilities, net		352,619			4,591,062			(887,285	)		(397,223	)		(455,231	)
Recoverable amount of assets		—			2,447,000			—			—			—
Minority interest		(107,852	)		36,429			35,653			—			—
Disposal of property, plant and equipment		162,431			28,050			127,820			70,773			29,986
Net unrealized losses (gains) on derivatives		(43,775	)		1,327,148			534,025			61,984			57,370
Dividends/interest on stockholders’ equity received		—			25,166			—			94,924			106,292
Others		(43,481	)		57,378			87,050			80,862			(22,859	)

		4,355,092			12,247,409			4,058,519			2,564,265			644,247


Decrease (increase) in assets:
Accounts receivable		1,007,191			3,433,595			377,318			2,988,598			(242,762	)
Inventories		504,458			(1,112,061	)		148,070			63,621			60,284
Advances to energy suppliers		15,879			15,879			60,915			—			—
Others		(423,175	)		(793,628	)		(389,280	)		120,194			(409,750	)

		1,104,353			1,543,785			197,023			3,172,413			(592,228	)


Increase (decrease) in liabilities:
Suppliers and contractors		(728,025	)		836,353			(13,259	)		(79,371	)		(166,956	)
Payroll and related charges		(341,404	)		74,918			(448,597	)		(346,209	)		(281,675	)
Taxes and contributions		312,207			207,523			(1,393,645	)		776,486			35,550
Others		(98,016	)		(480,148	)		(50,039	)		154,909			(109,075	)

		(855,238	)		638,646			(1,905,540	)		505,815			(522,156	)

Net cash provided by operating activities		4,604,207			14,429,840			2,350,002			6,242,493			(470,137	)


Cash flows from investing activities:
Short term investments		(2,054,202	)		(4,180,366	)		—			—			—
Loans and advances receivable		(65,384	)		19,507			36,486			(49,902	)		41,609
Guarantees and deposits		(51,728	)		(166,473	)		(61,215	)		(21,496	)		(47,231	)
Additions to investments		(166,077	)		(148,296	)		(18,580	)		(2,511,749	)		(69,299	)
Additions to property, plant and equipment		(3,682,753	)		(9,023,863	)		(3,107,620	)		(1,647,821	)		(1,051,181	)
Proceeds from disposal of property, plant and equipment/investments		—			—			370,501			—			—
Net cash used in acquisitions and increase of funds to subsidiaries, net of the cash of subsidiary		(2,133,721	)		—			—			—			—

Net cash used in investing activities		(8,153,865	)		(13,499,491	)		(2,780,428	)		(4,230,968	)		(1,126,102	)


Cash flows from (used in) financing activities:
Short-term debt additions		356,101			120,322			1,628,814			266,974			389,902
Short-term debt repayments		(401,719	)		(312,534	)		(1,300,570	)		(2,958,488	)		(1,129,163	)
Long-term debt		540,936			935,193			2,462,884			429,072			2,581,278
Issue of convertible notes, in common share’s
Issue of convertible notes, in preferred share’s
Repayments:
Related parties		(241,267	)		—			(213,975	)		(4,795	)		(5,059	)
Financial institutions		—			(181,422	)		—			(190,562	)		(147,223	)
Interest on stockholders’ equity paid to stockholders and dividends		—			(3,579,032	)		—			—			—
Treasury stock		(23,642	)		(1,658,266	)		6			(23,642	)		6

Net cash provided by (used in) financing activities		230,409			(4,675,739	)		2,577,159			(2,481,441	)		1,689,741


Increase (decrease) in cash and cash equivalents		(3,319,249	)		(3,745,390	)		2,146,733			(469,916	)		93,502
Cash and cash equivalents, beginning of the period		24,639,245			28,384,635			2,127,909			6,712,705			120,188
Cash and cash equivalents, end of the period		21,319,996			24,639,245			4,274,642			6,242,789			213,690

Cash paid during the period for:
Short-term interest		(35,794	)		(72,220	)		(33,569	)		(81,442	)		(27,211	)
Long-term interest		(647,133	)		(743,816	)		(494,244	)		(641,357	)		(758,458	)
Income tax and social contribution		(335,254	)		(976,508	)		(2,930,050	)		—			(564,914	)

Non-cash transactions:
Additions to property, plant and equipment — interest capitalization		(134,359	)		(307,179	)		(11,532	)		(10,617	)		(21,960	)
Transfer of advance for future capital increase to investments		—			—			—			(124,550	)		(24,800	)
Compensated income tax and social contribution		(9,792	)		(64,843	)		—			—			—

(A free translation into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

5- Statement of Value Added


	In thousands of reais
	Consolidated						Parent Company
Years ended March, 31	03/31/09			03/31/08			03/31/09			03/31/08
Generation of Value Added
Gross revenue
Income from products and services		13,188,983			14,571,376			7,474,223			5,889,665
Other income		—			—			—			—
Revenue for the construction of own assets		2,673,312			2,025,756			1,724,470			1,051,181
Allowance for doubtful accounts		(10,460	)		(22,318	)		(6,273	)		(17,581	)

Less: Acquisition of products		(387,715	)		(643,838	)		(43,956	)		(405,457	)
Outsourced services		(1,880,905	)		(1,219,558	)		(609,469	)		(893,443	)
Materials		(3,755,813	)		(4,004,187	)		(2,589,068	)		(2,056,177	)
Fuel oil and gas		(598,331	)		(842,656	)		(208,557	)		(337,099	)
Energy		(414,293	)		(457,704	)		(124,002	)		(118,658	)
Other costs		(1,889,788	)		(1,252,386	)		(982,924	)		(606,077	)

Gross Value Added		6,924,990			8,154,485			4,634,444			2,506,354

Depreciation, amortization and depletion		(1,296,765	)		(1,312,928	)		(441,193	)		(425,287	)

Net Value Added		5,628,225			6,841,557			4,193,251			2,081,067

Received from third parties
Financial revenue		1,087,530			443,035			713,867			505,102
Results of equity investment		13,450			(344,109	)		885,976			2,325,219

Total Value Added to be distributed		6,729,205			6,940,483			5,793,094			4,911,388


Personnel		1,333,233			1,115,135			571,542			416,329
Taxes, rates and contribution		3,413,364			2,833,442			2,984,670			1,333,939
Taxes paid recovered		(2,509,229	)		(1,900,915	)		(1,845,176	)		(1,200,473	)
Third partiy capital		1,448,786			1,676,225			931,155			1,180,650
Stockholders’ remuneration		—			—			—			—
Stockholders		3,150,903			3,180,943			3,150,903			3,180,943
Retained earnings		—			—			—			—
Minority interest		(107,852	)		35,653			—			—

Distribution of Value Added		6,729,205			6,940,483			5,793,094			4,911,388

(A free translation into English from original previously issued in Portuguese, in thousands of Brazilian reais, in accordance with Brazilian accounting practices)

6- Notes to the Financial Statements at March 31, 2009 and 2008

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

6.1- Operations

Companhia Vale do Rio Doce (Vale, Company) is a publicly limited liability company whose predominant activities are mining, processing and sale 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 Financial Statements

These Interim Financial Statements have been prepared according to 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 described as follow:

According to CPC 13 — First-time adoption of Law 11638 and Provisional Act 449/08, the goodwill on expected future results resulting from the acquisition of other company will no longer be amortized as from 2009 and therefore will no longer be presented anymore in line “goodwill amortization” in the statement of income.

In preparing the interim financial statements, Vale 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$2,3152 on March 31, 2009 (US$1.00 is equivalent to R$1,7491 on March 31, 2008), for monetary items.

For non-monetary items stated at cost, the Company 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 the Company 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;

These Interim Financial Statements have been prepared in conformity with Brazilian accounting practices, based on Corporate law, (as amended by Law 11.638), Provisional Act 449, as well as the rules and guidelines issued by Brazilian Securities Commission — CVM .

For better comparability with 2009 interim financial statements, 2008 interim financial statements presented already reflect the effects of the adjustments required by new accounting practices effective for fiscal yeas beginning January 1, 2008, recognized and fully presented in only one specific column in the 2008 annual financial statements.

The effects of adjustments in the comparative periods presented herein: in 1Q08, increase of R$928,048 and in 4Q08, reduction of R$8,009,266, resulting from the adoption of CPC 01 — Impairment of assets and CPC 02 — Effects of changes in exchanges rates and currency translation of financial statements.

In the comparative statement of income, in parent company these adjustments were reflected in Investments in subsidiaries, and in consolidated in lines Investments in subsidiaries (1Q08 — Increase of R$105,071 and 4Q08 — reduction of R$671,568), financial income (1Q08 — Increase of R$822,977 and 4Q08 — reduction of R$4,890,698) and impairment of intangible assets (4Q08 — Reduction of R$2,447,000).

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 the EBITDA, as defined before, does not provide a measure of operating cash flow according to Brazilian accounting practices, it is often used by financial analysts in evaluating business, and the Company’s Management uses this indicator to measure operating performance.

6.3- Consolidation Principles and Practices

The consolidated interim financial statements reflect the balances of assets and liabilities as of March 31, 2009 and December 31, 2008 and operations of quarterly periods ended on March 31, 2009, December 31, 2008 and March 31, 2008 of the Parent Company, its direct and indirect subsidiaries and its jointly-controlled companies. Overseas operations are translated into the report currency for financial statements in Brazil to record equity investments, full or proportional 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

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.

In March 2009, 50% of Teal Minerals Incorporated, Joint Venture with African Rainbow Minerals Limited, was acquired by R$ 225,676.

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.

As regards the three acquisitions above, the difference between the acquisition value and the equity was fully allocated to PP&E based on the difference between the market value of assets and its net book value. All these allocations were based on internal management research and are subject to revision. For Diamond Coal this allocation was R$ 443,459, for Teal Minerals was R$ 254,095 and for Green Minerals was R$ 1,744,589.

In January 2009, the Company entered into a purchase and sale agreement with Rio Tinto PLC to acquire iron ore assets (Brazil) by US$750.000 thousands. This acquisition was not concluded and is under approval by the Administrative Council for Economic Defense — CADE.

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.

6.5- Cash and Cash Equivalents


	Consolidado				Controladora
	03/31/09		12/31/08		03/31/09		12/31/08
Cash and bank accounts		1,434,896		1,813,975		67,195		59,408
Marketable securities linked to the interbank deposit certificate rate		7,085,878		5,489,646		5,805,179		4,221,837
Time deposits / Overnight		12,799,222		17,335,624		370,415		2,431,460

		21,319,996		24,639,245		6,242,789		6,712,705

6.6- Short-Term investments


	03/31/09		12/31/08

Time deposit (*)		7,447,998		5,393,796


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

6.7- Related Parties

Throughout the Company’s operations, it enters into transactions between related parties due from the sale and purchase of products and services including the leasing of pelletization plants, loans under normal market conditions, marketing of raw material and rail transport services.

The related parties operations are mainly as mentioned above, were as follows:


	Consolidated
	Assets
	03/31/09				12/31/08
	Customers		Related party Asset		Customers		Related party Asset
Baovale Mineração S.A		549		1,580		1,693		—
DOCENAVE		12,523		9,537		7,931		116
HISPANOBRAS		2,962		24,131		34,765		7,577
ITABRASCO		1,069		5		796		—
KOBRASCO		763		—		229		19
Mineração Rio do Norte		251		27,854		544		360
MRS Logistica		640		90,789		1		1
Minas da Serra Geral		—		—		10,024		1
NIBRASCO		10,725		—		584		11,044
Samarco Mineração S.A		8,877		190,626		42,129		—
USIMINAS		23,639		—		89,890		—
Others		33,663		26,310		72,411		8,952

Total		95,661		370,832		260,997		28,070


Registered as:
Current		95,661		345,532		260,997		27,914
Non-current		—		25,300		—		156

		95,661		370,832		260,997		28,070


	Consolidated
	Liabilities
	03/31/09				12/31/08
	Suppliers		Related party Asset		Suppliers		Related party Asset
Baovale Mineração S.A		24,488		—		23,240		—
DOCENAVE		9,398		12		15,249		50,910
HISPANOBRAS		—		39,222		46,183		27,537
ITABRASCO		10,125		15,608		17,841		8,074
KOBRASCO		43,886		2,782		52,898		—
Mineração Rio do Norte		29,305		—		167,998		124,638
MRS Logistica		103,916		124,638		8,068		6,724
Minas da Serra Geral		—		15,630		23,023		58,365
NIBRASCO		27,762		30,771		—		—
Samarco Mineração S.A		—		—		442		5,766
USIMINAS		8		14,657		—		—
Others		30,508		52,941		48,370		4,745

Total		279,396		296,261		403,312		286,759


Registered as:
Current		279,396		171,204		403,312		162,055
Non-current		—		125,057		—		124,704

		279,396		296,261		403,312		286,759


	Parent Company
	Assets
	03/31/09				12/31/08
	Customers		Related party Asset		Customers		Related party Asset
ALUNORTE		41,985		101,046		—		—
Baovale Mineração S.A		1,098		3,160		3,385		2,075
CPBS		386		132,898		200		1
CVRD OVERSEAS		98,534		231		1,183,999		234
FCA		48,355		55,862		61,499		30,096
ITACO		6,163,755		4,397,189		7,857,418		4,442,125
KOBRASCO		1,523		—		1,588		—
MRS Logistica		1,016		51,913		893		17,356
NIBRASCO		21,869		—		20,377		46,713
MBR		1,890		753,354		9,520		678,437
RDM		5,584		179,309		7,020		596,950
SALOBO		1,722		233,555		1,933		233,555
Samarco Mineração S.A		17,754		381,251		1,168		378,236
Others		127,008		305,559		294,609		544,784

Total		6,532,479		6,595,327		9,443,609		6,970,562


Registered as:
Current		6,532,479		1,906,134		9,443,609		2,242,343
Non-current		—		4,689,193		—		4,728,219

		6,532,479		6,595,327		9,443,609		6,970,562


	Parent Company
	Liabilities
	03/31/09				12/31/08
	Suppliers		Related party Asset		Suppliers		Related party Asset
ALUNORTE		—		—		—		—
Baovale Mineração S.A		48,977		—		46,481		—
CPBS		52,219		65,852		98		80,244
CVRD OVERSEAS		5		750,385		5		789,629
FCA		11,244		39,564		12,741		56,705
ITACO		44,525		43,399,189		29,867		46,252,192
KOBRASCO		87,771		1,735		35,681		12,485
MRS Logistica		156,632		—		224,181		—
NIBRASCO		56,658		31,424		46,986		138,801
MBR		55,097		—		28,429		21,541
RDM		—		23,450		—		53,952
SALOBO		2,000		—		—		—
Samarco Mineração S.A		—		—		—		—
Others		51,487		291,346		194,058		319,061

Total		566,615		44,602,945		618,527		47,724,610


Registered as:
Current		566,615		7,680,034		618,527		9,580,611
Non-current		—		36,922,911		—		38,143,999

		566,615		44,602,945		618,527		47,724,610


	Consolidated
	Income				Expense / Cost
	03/31/09		12/31/08		03/31/09		12/31/08
Baovale Mineração S.A.		—		—		—		4,584
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		—		—		42,534		35,534
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		4,626		46,169		51,120		1,215
Companhia ĺtalo-Brasileira de Pelotização — ITABRASCO		—		47,731		46,653		6,876
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		—		—		67,779		18,520
Mineração Rio do Norte S.A		—		—		—		71,454
MRS Logistica S.A.		2,288		—		2,148		97,273
Samarco Mineração S.A.		15,518		62,456		38,701		—
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS		108,982		291,384		224,915		—
Outras empresas		7,915		15,562		34,592		24,842

		139,329		463,302		508,442		260,298


	Parent Company
	Income				Expense / Cost
	03/31/09		12/31/08		03/31/09		12/31/08
ALBRAS — Alumínio Brasileiro S.A.		15,066		18,029		2,870		—
ALUNORTE — Alumina do Norte do Brasil S.A.		124,450		163,625		76,820		13,152
Baovale Mineração S.A.		—		—		—		9,168
Companhia Portuária Baia de Sepetiba — CPBS		—		—		—		54,275
CVRD Overseas Ltd.		837,542		1,941,101		536,575		3,378
Ferrovia Centro — Atlântica S.A.		45,174		40,668		37,080		4,548
Ferro Gusa Carajas		—		—		14,564		—
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		8,366		94,718		107,327		2,475
Companhia ĺtalo-Brasileira de Pelotização — ITABRASCO		—		22,042		97,342		14,002
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		35		—		86,399		71,068
MRS Logistica S.A.		3,145		6,105		9,504		166,278
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		129		—		139,045		37,795
Samarco Mineração S.A.		31,037		124,882		77,401		—
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS		89,381		231,978		192,212		—
Vale Energia S.A.		—		—		—		19,108
Vale Manganês S.A.		6,730		18,196		17,817		1,105
Vale International S.A.		5,440,832		5,368,500		3,348,504		23,127
Outras empresas		14,002		9,400		17,301		31,906

		6,615,889		8,039,244		4,760,761		451,385

6.8- Inventories


	Consolidated				Parent Company
	03/31/09		12/31/08		03/31/09		12/31/08
Finished products
Nickel (co-products and sub products)		3,293,959		3,537,362		48,812		32,967
Iron ore and pellets		1,788,567		1,917,318		1,597,986		1,677,421
Manganese and ferroalloys		522,339		518,104		—		—
Aluminum products		355,545		364,526		13,758		21,670
Copper		70,384		59,869		44,350		59,869
Steel products		39,689		55,207		—		—
Other		231,139		272,202		28,098		39,494

		6,301,622		6,724,588		1,733,004		1,831,421

Spare parts and maintenance supplies		2,834,466		2,961,608		1,172,390		1,082,083

		9,136,088		9,686,196		2,905,394		2,913,504

On March 31, 2009, the Company recorded of R$60,160 and R$40,492 to adjust nickel and steel inventories to their respective realizable values.

6.9- Recoverable Taxes


	Consolidated				Parent Company
	03/31/09		12/31/08		03/31/09		12/31/08
Income tax		3,267,253		3,957,450		1,842,935		2,580,956
Value-added tax — ICMS		663,016		732,710		516,921		537,697
PIS and COFINS		1,226,922		1,057,033		418,836		327,922
Others		109,457		206,272		53,034		54,848

Total		5,266,648		5,953,465		2,831,726		3,501,423


Current		3,948,197		4,886,239		2,669,792		3,311,610
Non-current		1,318,451		1,067,226		161,934		189,813

		5,266,648		5,953,465		2,831,726		3,501,423

6.10- Deferred 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
	1Q/09			4Q/08			1Q/08			1Q/09			1Q/08
Income before income tax and social contribution		3,801,033			11,626			3,886,479			4,189,143			3,107,052
Results of equity investment		(13,450	)		409,985			344,109			(885,976	)		(2,325,219	)
New practices adjustments		—			7,337,698			(822,977	)		—			—

		3,787,583			7,759,309			3,407,611			3,303,167			781,833

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


Federal income tax and social contribution at statutory rates		(1,287,778	)		(2,638,165	)		(1,158,588	)		(1,123,077	)		(265,823	)

Adjustments that affects the basis of taxes:

Income tax benefit from interest on stockholders’ equity		—			445,988			295,611			—			295,611
Fiscal incentives		63,472			(24,701	)		43,319			40,847			11,033
Results of overseas companies taxed by different rates wich diference than the parent company rate		721,943			586,429			667,016			—			—
Reduced incentive rate		(486,640	)		3,698,259			(477,540	)		—			—
Benefit IR and CSL on Goodwill		47,128			47,128			47,128			47,128			47,128
Others		183,893			350,035			(86,829	)		(3,138	)		(14,058	)

Income tax and social contribution		(757,982	)		2,464,973			(669,883	)		(1,038,240	)		73,891

The Company has tax incentives related to our manganese, alumina, aluminium and kaolin operations in the state of Pará, this last 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.

The Company also has tax incentives related to The Goro Project, in New Caledonia (“The Goro Project”). 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, 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 a 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.

The Company is subject to examination by tax authorities for up to five years regarding our operations in Brazil, ten years for Indonesia, and five and six years for Canada, except for Newfoundland which has no limit.

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

6.11- Investments


	Investments				Equity Results
	03/31/09		12/31/08		1Q/09			4Q/08			1Q/08
Investments carried at market value ( a )
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (c)		594,775		384,373		—			—			—
ThyssenKrupp CSA — Cia Siderúrgica		1,197,045		1,034,766		—			—			—
Mirabela Nickel Ltd		30,609		19,042		—			—			—
Skye Resources (b)		—		—		—			(82,859	)		—
Hudbay Minerals Inc.		37,198		20,040		—			—			—
Heron Resources Inc		6,520		4,609		—			—			—
Outros		33,471		31,878		—			—			—

		1,899,618		1,494,708		—			(82,859	)		—
Investments valued by equity method of accounting
Henan Longyu Energy Resources Co. Ltd.		449,759		411,007		42,418			35,287			37,666
Korea Nickel Corp.		56,611		49,168		3,140			4,387			(1,778	)
Log-In — Logistica Intermodal S/A.		218,775		220,623		4,800			18,913			9,214
Shandong Yankuang International Company Ltd		9,503		57,859		(15,929	)		(32,824	)		76
Vale Soluções em Energia		119,877		98,243		—			—			—
Zhuhai YPM Pellet e Co.,Ltd.		19,993		29,881		(9,888	)		5,761			—
Others		80,753		80,937		(11,091	)		(7,831	)		(137	)

		955,271		947,718		13,450			23,693			45,041

		2,854,889		2,442,426		13,450			(59,166	)		45,041


(a)		Investments valued at market value, or equivalent, as of September 2008, with adjustments reflected in the evaluation group of assets in equity.

(b)		Mentally ill investment in 2008.

(c)		Seeing in April of 2009 (subsequent period), for R$ 594,775, with profit of R$ 287.814.

6.12- Intangible


	Consolidated
	Intangible						*Goodwill amortization ()**
	03/31/09			12/31/08			4Q/08			1Q/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	)		(138,612	)
Goodwill other companies (a, b)		5,513			5,513			(251	)		(1,018	)

		4,065,928			4,065,928			(138,863	)		(139,630	)

Nickel
Goodwill of Inco Limited (a, b)		3,337,782			3,469,403			(206,810	)		(247,784	)

Coal
Goodwill of Vale Australia (a, b)		172,471			171,477			(5,146	)		(1,736	)

Total goodwill		7,576,181			7,706,808			(350,819	)		(389,150	)


Other rights										End amortization

Right of use of the actions of the EBM		672,688			678,676					May 2037
Subconcessão — Ferrovia Norte Sul — FNS		1,678,277			1,660,552					December 2037
Other rights Vale Inco		649,032			666,730					September 2046
Other		14,799			14,799

Total Other rights		3,014,796			3,020,757


Total Intangible		10,590,977			10,727,565

Intangible not recorded at the parent company		(2,342,108	)		(2,342,081	)

Total parent company		8,248,869			8,385,484


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

(b)		Paid agios for expectation of future yield.

(*)		The amortization of agio was ceased in December of 2008 (vide note 6,2).

The main changes in intangibles caption during the quarter ended in March 31, 2009, which changed the balance of R$10,727,565 as of December 31, 2008 to R$10,590,977,as of March 31,2009, are as follows: Amortization: -R$5,988 and exchange and monetary variation: -R$130,600.

6.13- Property, Plant and Equipment


				Consolidated									Parent Company
	Average			03/31/09							12/31/08		03/31/09							12/31/08
	depreciation					Accumulated									Accumulated
	rates			Cost		depreciation			Net		Net		Cost		depreciation			Net		Net
Land		0.00	%		582,304		—			582,304		425,380		264,553		—			264,553		170,219
Buildings		3.63	%		9,315,036		(2,224,344	)		7,090,692		6,885,492		3,492,961		(934,213	)		2,558,748		2,439,397
Installations		3.73	%		29,509,719		(9,628,402	)		19,881,317		19,371,051		13,623,503		(4,109,780	)		9,513,723		9,494,824
Equipment		7.34	%		14,467,690		(4,353,922	)		10,113,768		9,587,114		4,920,262		(1,676,495	)		3,243,767		2,915,526
Information technology equipment		20.00	%		2,137,400		(1,169,842	)		967,558		946,278		1,701,727		(956,642	)		745,085		720,528
Railroads		3.09	%		12,416,389		(4,332,967	)		8,083,422		7,557,718		10,543,891		(3,872,897	)		6,670,994		6,224,048
Mineral rights		3.26	%		32,410,332		(3,521,800	)		28,888,532		25,733,852		1,971,809		(382,934	)		1,588,875		1,444,746
Others		7.27	%		11,043,127		(2,751,181	)		8,291,946		8,651,644		3,100,002		(1,475,705	)		1,624,297		1,870,658

					111,881,997		(27,982,458	)		83,899,539		79,158,529		39,618,708		(13,408,666	)		26,210,042		25,279,946
Construction in progress					31,271,097		—			31,271,097		31,334,953		13,361,198		—			13,361,198		13,431,920

Total					143,153,094		(27,982,458	)		115,170,636		110,493,482		52,979,906		(13,408,666	)		39,571,240		38,711,866

6.14- Loans and Financing

Current


	Consolidated
	03/31/09		12/31/08

Trade finance		937,054		957,708
Working capital		156,704		130,314

		1,093,758		1,088,022

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

Non-current


	Consolidated								Parent Company
	Current liabilities				Non-current				Current liabilities				Non-current
	03/31/09		12/31/08		03/31/09		12/31/08		03/31/09		12/31/08		03/31/09		12/31/08

Foreign operations
Loans and financing in:
U.S. dollars		712,194		568,272		14,915,344		15,287,466		383,038		379,971		857,713		1,046,044
Other currencies		35,987		54,195		379,756		389,935		7,361		7,744		14,681		15,443
Notes in U.S. dollars (Fixed interests)		—		—		15,064,036		15,214,572		—		—		—		—
Export securitization (*)		129,036		128,938		314,514		348,461		—		—		—		—
Perpetual notes		—		—		193,069		194,487		—		—		—		—
Accrued charges		390,780		506,528		—		—		5,153		23,876		—		—

		1,267,997		1,257,933		30,866,719		31,434,921		395,552		411,591		872,394		1,061,487


Local operations
Indexed by TJLP, TR, IGP-M and CDI		119,624		101,959		5,273,938		4,878,506		101,233		75,760		5,027,799		4,645,061
Basket of currencies		3,258		1,888		9,230		8,501		3,258		3,288		9,230		10,139
Loans in U.S. dollars		—		—		382,378		385,501		—		—		382,378		385,978
Non-convertible debentures		—		—		5,994,306		5,986,435		—		—		5,500,000		5,500,000
Accrued charges		357,126		220,107		—		—		357,127		220,147		—		—

		480,008		323,954		11,659,852		11,258,943		461,618		299,195		10,919,407		10,541,178

		1,748,005		1,581,887		42,526,571		42,693,864		857,170		710,786		11,791,801		11,602,665


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

The long-term portion as of March 31, 2009 matures as follows:


	Consolidated				Parent Company
2010		5,277,460	12	%		1,774,477	15	%
2011		6,678,254	16	%		389,621	3	%
2012		2,969,972	7	%		312,916	3	%
2013		6,280,137	15	%		4,244,938	36	%
2014 onwards		20,633,373	49	%		5,069,849	43	%
No due date (Perpetual notes and non-convertible debentures)		687,375	1	%		—	0	%

		42,526,571	100	%		11,791,801	100	%

As of March 31, 2009, annual interest rates on long-term debt were as follows:


	Consolidated		Parent Company
Up to 3%		12,066,680		1,250,170
3.1% to 5%		2,817,334		371,845
5.1% to 7%(*)		14,246,821		757,875
7.1% to 9%(*)		5,380,668		1,420,948
9.1% to 11%		208,834		12,538
Over 11% (*)		8,835,595		8,835,595
Variable (Perpetual notes)		718,644		—

		44,274,576		12,648,971


(*)		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$10,745, where R$8,656 has an original interest rate above 11%. After the hedge contract the average cost of these operations is equivalent to 4.97%.

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


	03/31/09			12/31/08			03/31/08
TJLP — Long-Term Interest Rate (effective rate)		1.5			1.5			1.5
IGP-M — General Price Index — Market		(0.9	)		1.2			2.4
Devaluation of Real against United States Dollar		0.9			(18.1	)		1.3

On January 28, 2008 the Company entered into a transaction with BNDES to finance working capital in the amount of R$2 billion 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 and 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 March 31, 2009 the Vale had draw down US$498 million under the credit facility granted by BNDES.

Additionally Vale has credit lines available with bank syndicates, which operates as a short-term liquidity buffer that allow a more efficient cash management. Under revolving credit facilities, amounts drawn and repaid can be disbursed again at the option of the Borrower. On March 31, 2009, the total amount available under revolving credit lines was of US$1.900 million, being US$1,150 million granted to Vale International and Vale Inco. Until March 31, 2009, neither Vale International nor Vale Inco had drawn any advance amount under these facilities.

Vale Inco has drawn US$99 million by way of credit notes.

As of March 31, 2009, the US-dollar denominated fixed interest notes of R$15,064,036 (December 31, 2008 — R$15,214,572) and other debt of R$27,965,626 (December 31, 2008 — R$27,757,380) are not securitized. The export securitization of R$449,178 (December 31, 2008 — R$477,497) is collateralized by future receivables from certain export sales by the subsidiary CVRD Overseas Ltd. Loans from international lenders in the amount of R$105,060 (December 31, 2008 — R$135,075) are guaranteed by Brazilian Federal Government, to which the Company has provided guarantees in the same amount. The remaining long-term debt of R$690,676 (December 31, 2008 — R$691,227) is collateralized mainly by receivables from the subsidiaries.

Some long-term debt instruments have financial coverage. The main financial coverage relates to certain rates that must be maintained, such as debt versus EBITDA and interest coverage. The Company is in full compliance with financial coverage required until March 31, 2009 and December 31, 2008.

6.15- Contingent Liabilities

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 restated monetarily and backed by management backed by the opinion of the Legal Department and its external counsels.

In addition the provisions recorded, there are other contingent liabilities, split between taxes, labor and civil claims, which could result in a possible loss in the amount of R$6,625,623 (R$3,498,438 for the parent Company). However, based on the opinion of our lawyers, there is no need for the record a provision.

On the Financial Statements the contingent liabilities of the Company were:

Contingent Liabilities

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


	Consolidated						Parent Company
	03/31/09			12/31/08			03/31/09			12/31/08
I) Tax contingencies		2,260,302			2,298,815			1,188,466			1,203,224
(-) Judicial deposits		(1,112,709	)		(1,082,510	)		(938,681	)		(861,791	)

		1,147,593			1,216,305			249,785			341,433

II) Civil contingencies		715,428			687,120			501,977			474,778
(-) Judicial deposits		(38,670	)		(43,728	)		—			—

		676,758			643,392			501,977			474,778

III) Labor contingencies		1,125,861			1,097,432			929,064			905,029
IV) Environmental contingencies		34,126			31,645			11,546			9,249

Total accrued liabilities		2,984,338			2,988,774			1,692,372			1,730,489


	03/31/09			12/31/08			03/31/09			12/31/08
Balance at the beginning of the period		2,988,774			3,188,888			1,730,489			1,978,529
Provisions, net of reversals		(14,647	)		(1,234,379	)		(4,685	)		(746,500	)
Payment		(6,253	)		(29,893	)		(6,220	)		(29,893	)
Monetary update		41,605			567,520			49,678			384,951
Judicial deposits		(25,141	)		496,638			(76,890	)		143,402

Balance at the end of period		2,984,338			2,988,774			1,692,372			1,730,489

	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;

	•		Tax for Social Security Financing (COFINS) — The major contingencies relate to merged companies and refer to the increase of the rate from 2% to 3% between 1999 and 2000;

	•		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 March 31, 2009, upon the acquisition of interest in TEAL, the Company provided guarantees in the amount of US$43,506 thousand in connection with credit facilities in US dollars granted to this Company expiring August 31, 2009.

(b)		In connection with the Girardin Financing, the Company provides certain guarantees on behalf of Goro Níquel S.A. (Goro) pursuant to which we guaranteed payments due by Goro of up to a maximum amount of US$100 millions (maximum amount) in case of contractual default. We also provided an additional guarantee covering the payments due from Goro of: (a) amounts exceeding the maximum amount in connection with the indemnity and (b) certain other amounts payable by Goro under a lease agreement covering certain assets.

		Sumic Nickel Netherlands B.V. — Sumic, a 21% shareholder of Goro, has a put option to sell to Vale Inco 25%, 50%, or 100% of its share in Goro. The put option can be exercised if the defined cost of the initial Goro project exceeds US$4,200 thousands at project rates and an agreement cannot be reached on how to proceed with the project.

		The Company provides a guarantee covering certain termination payments due in New Caledonia from Goro to the supplier under an electricity supply agreement (“ESA”) entered into in October 2004 for the Goro nickel-cobalt project. The amount of the termination payments guaranteed depends upon a number of factors, including whether any termination of the ESA is as a result of a default by Goro and the date on which an early termination of the ESA were to occur. If Goro terminates the agreement 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 million. Once the supply of electricity under the ESA to the project begins, the guaranteed amounts will decrease over the life of the ESA.

		The Company expects such guarantees to be not executed and therefore no provisions for losses have been made.

(c)		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) each, whose value will be adjusted based on the variation in the General Market Price Index (IGP-M), as set forth in the indenture.

		The debenture holders are entitled to receive semi-annual payments (in March and September) equivalent to a percentage of the net revenue derived from certain mineral resources owned in May 1997 and included in the Issue Deed.

		In March, 31, 2009, the Company paid interest on debentures in the amount of R$7,879 (R$8,640 in March, 31, 2008).

6.16- Provision for asset retirement obligations


	Consolidated						Parent Company
	03/31/09			12/31/08			03/31/09		12/31/08
Provisions in the beginning of year		2,109,697			1,913,350			891,450		914,995
Accretion expense		12,865			69,069			3,547		28,582
Liabilities settled in the current period		(7,392	)		(2,433	)		—		(2,014	)
Revisions in estimated cash flows		(17,702	)		16,058			—		(50,113	)
Cumulative translation adjustment		(29,738	)		113,653			—		—

Provisions in the end of year		2,067,730			2,109,697			894,997		891,450


Current		88,979			112,795			57,266		43,946
Non-current		1,978,751			1,996,902			837,731		847,504

		2,067,730			2,109,697			894,997		891,450

6.17- Pension Plan

The following information summarize 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 March, 31 2009, R$186,065 had been contributed. The company does not expect significant changes in the estimates disclosed in 2008.


	Consolidated
	1Q/09
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		3,570			25,452			9,873
Interest cost on projected benefit obligation		102,346			124,021			44,726
Expected return on assets		(140,992	)		(100,114	)		—
Amortization of initial transitory obligation		—			18,511			(16,161	)

Net periodic pension cost		(35,076	)		67,870			38,438


	4Q/08
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		6,821			29,596			10,157
Interest cost on projected benefit obligation		185,355			121,593			48,310
Expected return on assets		(308,701	)		(131,044	)		(11,383	)
Amortization of initial transitory obligation		(4,799	)		20,490			9,107

Net periodic pension cost		(121,324	)		40,635			56,191


	1Q/08
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		3,411			29,544			10,953
Interest cost on projected benefit obligation		92,678			105,697			39,562
Expected return on assets		(154,351	)		(112,942	)		—
Amortization of initial transitory obligation		(1,664	)		—			(1,738	)

Net periodic pension cost		(59,926	)		22,299			48,777


	Parent Company
	1Q/09
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		3,570			—			618
Interest cost on projected benefit obligation		102,346			12,957			5,391
Expected return on assets		(140,992	)		(7,561	)		—
Amortization of initial transitory obligation		—			—			35

Net periodic pension cost		(35,076	)		5,396			6,044


	4Q/08
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		6,821			—			1,051
Interest cost on projected benefit obligation		185,355			23,700			9,608
Expected return on assets		(308,701	)		(10,385	)		—
Amortization of initial transitory obligation		(4,799	)		—			—

Net periodic pension cost		(121,324	)		13,315			10,659


	1Q/08
	Overfunded pension			Underfunded			Underfunded other
	plans			pension plans			benefits
Service cost — benefits earned during the period		3,411			—			526
Interest cost on projected benefit obligation		92,678			11,850			4,804
Expected return on assets		(154,351	)		(5,192	)		—
Amortization of initial transitory obligation		(1,664	)		—			—

Net periodic pension cost		(59,926	)		6,658			5,330

6.18- Long-Term Incentives

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 market quotations. As of March 31, 2009, 2,029,585 shares (711,005 shares as of December 31, 2008) 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 March 31, 2009, the amount accrued to support this plan is R$41,294 (R$ 17,212 as of December 31,2008), fully recognized in the statement of income.

6.19- Paid-up Capital

In July 2008, the Company issued 256,926,766 common shares and 164,402,799 preferred shares through a global offering, which consisted of a registered offering in Brazil and an international offering.

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$ 161 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.

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.

As of March 31, 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 158,535 common shares and 1,051,416 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

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

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, respectively, translated into US dollars based on the Brazilian-real / US dollar exchange rate prevailing on April 30, 2009.

In June, 2007, the Company issued mandatory convertible notes in the amount of R$3,601,( net of R$3,064 charges), with maturity in 2010. The notes, pay a coupon of 5.50% p.a. quarterly and are intitledt 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 changes.

The funds linked to future mandatory conversion, net of interest, represented by a maximum of 56,582,040 common shares, are equivalent to R$ 2,111 million, and those represented by a maximum of 30,295,456 preferred shares are equivalent to R$ 926 million. All the shares are currently held in treasury (see note 6.21).

6.21- Treasury Stock

On October 16, 2008, the Board of Directors approved a new program to repurchase up to 69,944,380 common shares and up to 169,210,249 preferred shares, amounting to 5.5% and 8.5%, respectively, of the total number of outstanding shares of each class based on the shareholding position as of September 30, 2008. As of March 31, 2009, 18,415,859 common shares and 47,284,800 preferred shares had been acquired.

The objective of the program was to maximize the value of the Company for shareholders.

As of March 31, 2009, 152,623,603 shares were held in the treasury, totaling R$ 2,472,132 as follows:


Shares
	Quantity				Unit acquisition cost						Average quoted market price
Class	03/31/09		12/31/08		Average		Low		High		03/31/09		12/31/08
Preferred		77,625,704		76,854,304		23.56		21.02		27.96		27.80		37.99
Common		74,997,899		74,937,899		37.07		23.33		31.00		32.14		44.44

		152,623,603		151,792,203

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.

6.23- Financial Results


	Consolidated
	1Q/09			4Q/08			1Q/08
Financial expenses

Interest		(575,694	)		(785,662	)		(555,159	)

Labor, tax and civil contingencies		(37,998	)		(51,511	)		(76,830	)
Others		(103,384	)		(155,656	)		(470,501	)

		(717,076	)		(992,829	)		(1,102,490	)


Financial income

Related parties		169			158			1,344
Financial statements		275,555			495,148			53,719
Others		37,020			90,737			62,634

		312,744			586,043			117,697


Derivatives		43,775			(1,327,148	)		(534,025	)


Monetary and exchange rate variation on assets:
Cash and cash equivalents		(161,740	)		3,187,341			(13,814	)
Accounts receivable		(94,907	)		1,785,400			14,559
Loans		295,438			(5,490,581	)		310,779
Property, Plan and Equipment		(475,063	)		96,278			(2,981	)
Others		435,573			(187,872	)		(22,915	)

Net		(699	)		(609,434	)		285,628

Financial income (expenses), net		(361,256	)		(2,343,368	)		(1,233,190	)


	Parent Company
	1Q/09			1Q/08
Financial expenses
Interest		(757,196	)		(733,586	)
Labor, tax and civil contingencies		(36,167	)		(68,657	)
Others		(23,057	)		(230,652	)

		(816,420	)		(1,032,895	)

Financial income
Related parties		72,110			51,912
Financial statements		154,837			20,126
Others		11,544			9,073

		238,491			81,111


Derivatives		(61,984	)		(57,370	)


Monetary and exchange rate variation on assets:
Cash and cash equivalents		(29,001	)		3,437
Accounts receivable		(23,750	)		(32,005	)
Loans		21,347			50,718
Others		79,228			(58,380	)
Related parties		374,801			369,836

Net		422,625			333,606

Financial income (expenses), net		(217,288	)		(675,548	)

6.24- Financial Instruments — Derivatives

Risk Management Policy

Vale’s risk management strategy aims to provide an integrated approach regarding the risks we are exposed to. In order to do that, we evaluate not only the impact of market risk factors in our business (market risk), but also the risk that arises from third-party obligations within the Company (credit risk) and the ones inherent to our production processes (operational risk).

Traditional market risk measures, such as VaR (Value at Risk), are not enough to evaluate the Company exposures, once, in Vale’s case, the main objective is to avoid a possible lack of cash to fulfill our future obligations and needs.

The enterprise risk management approach, which encompasses several kinds of risks, as well as the correlations between market risk factors, aims to evaluate the impact that such risk events would bring, considering the natural hedges presented in the Company’s portfolio. Therefore, when evaluating the risk inherent to Vale’s business, one can observe the positive effect related to the diversified portfolio mix of commodities and currencies. This diversification benefit implies in a natural reduction of the Company overall risk levels. Any risk mitigation strategy will only be implemented, whenever necessary, if it contributes significantly for the reduction of the volatility on our cash flows beyond the levels initially observed and desired.

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 cost of funding. In furtherance of this objective, the board of directors has established an enterprise-wide risk management policy and a risk management executive committee.

The risk management policy determines that Vale should evaluate regularly its cash flow risk, as well as proposals for risk mitigation strategies. As already stated, these risk mitigation strategies, whenever considered necessary, should be put in place with the objective of reducing the risk of not performing the Company’s obligations with third-parties and its shareholders.

The executive board is responsible for evaluating and approving the long term risk mitigation strategies previously recommended by the risk management executive committee.

The risk management committee is responsible for issuing opinion about the risk management principles and instruments, besides communicating periodically to the executive board about the risk management processes and the main risks that the Company is exposed to, as well as their impact in the cash flow.

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

Besides the risk management governance model, Vale has in place a well defined corporate governance structure. 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’s and its wholly owned subsidiaries corporate strategy. It is responsibility of the finance department the execution of the risk mitigation strategies though the use of derivatives. The independence of the areas guarantees an effective control on these operations.

The monthly monitoring and measurement of our consolidated exposure and portfolio allow us to follow closely the financial results and the impact in the cash flow, and also guarantee that the initial goals will be achieved. The mark-to-market on the derivatives portfolio is reported weekly to management.

All derivatives positions were recognized in our balance sheet at fair value, and gains or losses in fair value were accrued in Vale’s current 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

Fair value computation methodology

Well-known market participants’ valuation methodologies were used to compute the fair value of instruments. To evaluate the financial instruments, their present values were computed 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. The derivative fair value in this model 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 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 our 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”, sensitivity analysis tables are presented for all the outstanding positions as of March 31st 2009. The scenarios defined for these analyses were:

•

Scenario I: expected – considers the market curves as of March 31^st 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 March 2009 was R$ 1.35 million, and it refers to positions that will mature in 2009.

Main positions definitions:

Hedge 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 swaps to convert Brazilian reais denominated debt instruments linked to CDI to USD. In those swaps Vale pays fixed rates in USD and receives payments linked to CDI.

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

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

Hedge for Real denominated debt indexed to TJLP

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

	•		TJLP vs. USD floating rate swap – In order to reduce the cash flow volatility, Vale entered into swaps to convert loans with BNDES linked to TJLP to USD. In those swaps Vale pays floating rates in USD and receives payments linked to TJLP.

Hedge for 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 to convert loans in Euros linked to Euribor to loans in USD linked to Libor. We used this instrument to convert the cash flow of a debt in Euros, with a notional amount of € 19.1 million issued in 2003 by Vale. In those swaps Vale pays floating rates in USD (Libor) and receives floating rates in Euros (Euribor).

Hedge 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 USD floating rate debt into USD 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 those swaps Vale pays fixed rates in USD and receives floating rates in USD (Libor).

Foreign Exchange hedge From 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 to hedge foreign exchange exposure and equalize production cost and revenues currencies.

Nickel Fixed Price Program – In order to maintain the exposure to Nickel price fluctuations, Vale Inco Ltd., Vale’s wholly-owned subsidiary entered into derivatives to convert to floating prices all contracts with clients that required a fixed price. It aims to guarantee that the prices of those operations would be the same of the average prices negotiated in LME in the date the product is delivered to the client. It normally envolves 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.

Nickel Purchase Protection Program – This program was implemented in order to reduce the cash flow volatility due to 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. The items purchased are raw materials utilized to produce refined Nickel. This program is usually implemented by the sale of nickel forward or future contracts at LME or over-the-counter operations.

Hedge of Natural Gas – Vale Inco Ltd., Vale’s wholly-owned subsidiary entered into derivatives in order to minimize the impact of the Natural Gas price volatility in our costs. These transactions are usually implemented using swaps or by the purchase of forward contracts.

Copper Scrap Purchase Protection Program – This program was implemented in order to reduce the cash flow volatility due to the quotational period mismatch between the pricing period of copper scrap purchase and the pricing period of final products sale to the clients, as the copper scrap combined with other raw materials or inputs of Vale’s wholly-owned subsidiary, Vale Inco Ltd, to produce copper. This program usually is implemented by the sale of forwards or futures at LME or Over-the-Counter operations.

Bunker Oil Purchase Hedge Program – In order to reduce the impact of bunker oil price fluctuation on Vale’s freight hiring and consequently on Vale’s Cash Flow, Vale implemented a hedge program that consists of forward purchases and swaps.

Embedded Derivatives

	•		Energy purchase – energy purchase agreement between Albrás, Vale’s controlled subsidiary, and Eletronorte in which there’s 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

Vale’s cash flow is subjected to volatility of several different currencies against the US dollar. While most of our product prices are indexed to US dollars, representing around 94%, most of our costs, disbursements and investments are indexed to currencies different than the US dollar, mainly Brazilian reais and Canadian dollars.

Therefore, US dollar is the reference currency for Vale’s obligations. Derivatives instruments may be used in order to reduce Vale’s potential cash flow volatility arising from the currency mismatch. Vale’s foreign exchange and interest rate derivative portfolio consists, basically, of interest rates swaps to convert floating cash flows in Brazilian reais to fix or floating US dollar cash flows, without any leverage.

From another perspective, Vale has also an exposure to interest rates risks over loans and financings. The US dollar floating rate debt in the portfolio consists mainly of loans including export pre-payments, commercial banks and multilateral organizations loans. In general, our US dollars floating rate debt is mainly subject to changes in the Libor (London Interbank Offer Rate in US dollars). 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 US dollar floating rates. When natural hedges are not present, we may opt to realize the same effect using financial instruments.

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 debts are mainly linked to CDI and TJLP.

On March 31^st, 2009, the total amount of real denominated debt converted through swaps into US dollars was US$ 4.6 billion, with an average cost in dollars of 4.97% after the swaps transactions were implemented and maturity between November 2010 and December 2027, with semi-annual interest payments¹.

These swap transactions have settlement dates 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 US dollar / Brazilian reais exchange rate in our obligations, contributing to a stable flow of cash disbursements in US dollars for the interest and/or principal payment of our real denominated debt.

In the event of an appreciation (depreciation) of the Brazilian reais against US dollar, the negative (positive) impact on our Real denominated debt obligations (interest and/or principal payment) measured in US dollars will be almost totally offset by a positive (negative) effect from the swap transaction, regardless of the US dollar / Brazilian Reais exchange rate on the payment date.

On the first quarter of 2009, Vale paid an interest amount equivalent to R$ 147 million related to Real denominated debt that were converted into US dollars through the use of swap transactions. However, the Company has received R$ 49 million on the settlement of the swaps, offsetting the US dollar / Brazilian reais exchange rate variation impact in our debt service.


¹		With the exception of a US$559 million debt with monthly and quarterly interest and amortization payments.

The tables below shows March 31st 2009 derivative positions 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. The instruments total at risk (VaR) is not necessarily the sum of values at risk of its components, as it considers the combined variations effect of its own risk factors.


										Unrealized Gain/Loss (R$						Realized			VaR (R$
	Notional ($ million)									million)						Gain/Loss (R$			million)		Unrealized Gain/Loss by year (R$ million) *
Flow	31-mar-09			31-dez-08		Index	Average rate			31-mar-09			31-dez-08			31-mar-09			31-mar-09		2009		2010			2012			2013			2014			2015			2019

Swap CDI vs. fixed rate swap
Receivable	R$	7,519		R$	7,531	CDI		101.14	%		8,610			8,463			66			0.6		16		(720	)		(68	)		—			—			(162	)
Payable	USD	3,670		USD	3,672	USD		+ 5,60	%		(9,545	)		(9,338	)		(34	)		320

Net											(935	)		(875	)		32			320


Swap CDI vs. floating rate swap
Receivable	R$	792		R$	792	CDI		102.26	%		838			834			28			0.3		—		(29	)		—			—			—			(64	)
Payable	USD	430		USD	430	Libor		+ 3,88	%		(931	)		(1,057	)		(12	)		33

Net											(93	)		(223	)		16			33


Swap TJLP vs. fixed rate swap
Receivable	R$	1,163		R$	518	TJLP	TJLP + 1,60		%		1,109			436			19			8.7		—		—			—			(9	)		(21	)		—			(133	)
Payable	USD	577		USD	304	USD		+ 3,76	%		(1,272	)		(580	)		(20	)		47

Net											(163	)		(144	)		(1	)		48


Swap TJLP vs. floating rate swap
Receivable	R$	643		R$	645	TJLP	TJLP + 0,95		%		580			503			4			8.2		—		—			—			—			(64	)		—			(26	)
Payable	USD	376	USD	USD	378	Libor	LIBOR - 1,13		%		(671	)		(572	)		(3	)		26

Net											(91	)		(69	)		1			24


*		We do not have portion of fair values to be settled in the years 2011, 2016, 2017 and 2018.

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

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional ($ million)

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Index

Average rate

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

EUR floating rate vs. USD floating rate swap

Receivable

€

EUR

Euribor + 0,875

—

0.4

1.3

1.1

Payable

USD

USD

Libor + 1,0425

(19

)

(19

)

—

0.0

Net

4.0

5.0

—

0.4

In order to reduce the cash flow volatility associated to changes on the US interest rate, Vale entered into a floating to fix interest rate.

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional ($ million)

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Index

Average rate

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

Receivable

USD

3M LIBOR

463

466

1.7

0.3

(12

)

(11

)

(6.3

)

Payable

USD

200

USD

200

USD

4,795%a.a.

(492

)

(498

)

(5.5

)

1.0

Net

(29

)

(32

)

(3.8

)

1.0

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

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional (USD)

Average rate

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Buy/ Sell

(AUD/USD)

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

Forward

125,000

—

0.66

6.1

—

2.7

2.6

2.8

0.7

Commodities price risk

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

Nowadays, derivatives transactions included in the portfolio related to commodities prices and/or input costs comprehend nickel, copper, natural gas and bunker oil derivatives and all have the same purpose of mitigating Vale’s cash flow volatility.

Nickel – The Company 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. Vale 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.


							Average		Unrealized Gain/Loss (R$						Realized			VaR (R$		Unrealized Gain/Loss by year (R$
	Notional (ton)						Strike		million)						Gain/Loss (R$			million)		million)
Flow	31-mar-09		31-dez-08		Buy/ Sell		(USD/ton)		31-mar-09			31-dez-08			31-mar-09			31-mar-09		2009			2010			2011

Nickel Fixed Price Sales Hedge Program
Futures		8,994		10,140		B		15,269.06		(111	)		(117	)		(48	)		14		(89	)		(22	)		(0.4	)

Nickel Purchase Hedge Program
Futures		5,940		4,944		S		9,775.64		4.3			(16	)		4.4			11		4.3			—			0.0

In addition to the contracts mentioned above, Vale 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.


							Average		Unrealized Gain/Loss (R$					Realized		VaR (R$		Unrealized Gain/Loss by year (R$
	Notional (ton)						Strike		million)					Gain/Loss (R$		million)		million)
Flow	31-mar-09		31-dez-08		Buy/ Sell		(USD/ton)		31-mar-09			31-dez-08		31-mar-09		31-mar-09		2009			2010		2011

For Customer Raw Material Contracts
Nickel Forwards		4,741		6,213		B		10,271.45		1.9			9.0		1.5		3.0		1.9			—		—
Copper Forwards		4,741		6,213				3,486.37		(2.0	)		—		3.5		—		(2.0	)		—		—

Total										(0.1	)		9.0		5.0		3.0


For Nickel Concentrate Customer Sales
Forward		3,117		3,966		B		10,557.22		3.5			42		47		3.2		3.5			—		—

Aluminum – The table below presents the aluminum embbeded derivatives position originated from the energy suply contract between Albras and Alunorte.


							Average		Unrealized Gain/Loss (R$						Realized		VaR (R$		Unrealized Gain/Loss by year (R$
	Notional (ton)						Strike		million)						Gain/Loss (R$		million)		million)
Flow	31-mar-09		31-dez-08		Buy/ Sell		(USD/ton)		31-mar-09			31-dez-08			31-mar-09		31-mar-09		2009			2010			2011

Call		200,228		200,228		B		2,773		3.0			3.0			—		1.2		(16	)		(55	)		(17	)
Call		200,228		200,228		S		1,450		(91	)		(116	)		—		12

Total										(88	)		(113	)		—		11

Copper –Vale Inco Ltd., Vale’s wholly-owned subsidiary, makes use of hedging to protect the price mismatch between the date of copper scrap purchase and the date of selling the finished good. The table below illustrates March open positions.

Average

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional (ton)

Strike

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Buy/ Sell

(USD/ton)

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

Futures

147

136

3,525.02

(0.2

)

0.6

0.5

0.1

(0.2

)

—

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

Average

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional (Giga Joule)

Strike

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Buy/ Sell

(USD/GJ)

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

Forwards

963,000

1,773,000

7.62

(6.1

)

(4.4

)

(4.6

)

0.5

(6.1

)

—

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

Average

Unrealized Gain/Loss (R$

Realized

VaR (R$

Unrealized Gain/Loss by year (R$

Notional (ton)

Strike

million)

Gain/Loss (R$

million)

Flow

31-mar-09

31-dez-08

Buy/ Sell

(USD/ton)

31-mar-09

31-dez-08

31-mar-09

2009

2010

2011

Forward

125,000

—

273

(1.4

)

—

(0.2

)

4.1

(2.3

)

0.8

Sensitivity Analysis

Values in R$ million


Program	Instrument	Impact description	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		(934.8	)		(3,179.3	)		1,309.6			(5,423.7	)		3,554.1
		USD interest rate inside Brazil variation		(934.8	)		(1,083.9	)		(791.7	)		(1,239.5	)		(654.1	)
	CDI vs. USD floating rate swap	USD/BRL fluctuation		(93.1	)		(326.5	)		140.3			(559.9	)		373.7
		USD interest rate inside Brazil variation		(93.1	)		(134.1	)		(55.2	)		(178.5	)		(20.0	)
Hedge for the Real denominated debt indexed to TJLP	TJLP vs. USD fixed rate swap	USD/BRL fluctuation		(163.0	)		(481.7	)		155.6			(800.4	)		474.3
		USD interest rate inside Brazil variation		(163.0	)		(223.6	)		(108.0	)		(290.4	)		(57.7	)
		Brazilian interest rate fluctuation		(163.0	)		(246.8	)		(66.0	)		(319.7	)		47.2
	TJLP vs. USD floating rate swap	USD/BRL fluctuation		(90.7	)		(258.9	)		77.5			(427.1	)		245.7
		USD interest rate inside Brazil variation		(90.7	)		(157.3	)		(32.3	)		(233.8	)		19.0
		Brazilian interest rate fluctuation		(90.7	)		(163.0	)		(2.7	)		(223.0	)		105.4
Hedge for Euro	EUR floating rate vs. USD	EUR/USD fluctuation		3.5			(2.2	)		9.1			(7.9	)		14.8
denominated floating rate	floating rate swap	Euribor variation		3.5			3.4			3.5			3.4			3.5
debt		USD Libor variation		3.5			3.4			3.5			3.4			3.5
Hedge for the USD	USD floating rate vs. USD	USD Libor variation		(28.9	)		(29.3	)		(28.5	)		(29.8	)		(28.1	)
denominated floating rate debt	fixed rate swap
Bunker Oil Hedge	Bunker Oil forward	Bunker Oil price fluctuation		(1.4	)		(20.9	)		18.0			(40.3	)		37.5
Foreign Exchange Hedge	Australian dollar forwards	USD/AUD fluctuation		6.1			(13.3	)		25.5			(32.8	)		45.0
Program on Coal Fixed Price Sales
Nickel purchase fixed	Purchase of nickel	Nickel price fluctuation		(111.2	)		(162.6	)		(59.8	)		(213.9	)		(8.4	)
price program	future/forward contracts
Nickel purchase protection program	Sale of nickel future/forward	Nickel price fluctuation		4.3			(29.0	)		37.6			(62.3	)		70.9
Nickel purchase protection program	contracts
Hedge of natural gas	Purchase of natural gas	Natural gas price fluctuation		(6.1	)		(7.6	)		(4.5	)		(9.1	)		(3.0	)
	forward contracts
Copper scrap purchase protection	Sale of copper future/forward	Copper price fluctuation		(0.2	)		(0.5	)		0.2			(0.9	)		0.5
Copper scrap purchase protection	contracts
Embedded derivatives -	Embedded derivatives -	Nickel price fluctuation		3.5			(6.4	)		13.4			(16.3	)		23.3
Intermediate products	Intermediate products
purchase forward	purchase
Embedded derivatives - Raw material purchase	Embedded derivatives - Raw material purchase	Nickel and copper price fluctuation		(0.1	)		(12.6	)		12.3			(25.0	)		24.7
Embedded derivatives -	Embedded derivatives -	Aluminum price fluctuation		(88.3	)		(197.6	)		(25.9	)		(318.0	)		(5.0	)
Energy purchase	Energy purchase - Aluminum
	Options

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 most important financial institutions that we had outstanding trades as of March 31^st. 2009.


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

Banco do Brasil S.A.	Banco do Brasil S.A.	A1	BBB-
Banco Bradesco S.A.	Banco Bradesco S.A.	A1	BBB
Citigroup Inc.	Citigroup Inc.	A3	A
Banco Votorantim S.A.	Banco Votorantim S.A.	Baa1	BB +
HSBC Holdings plc	HSBC Holdings plc	Aa2	AA-
JP Morgan Chase & Co.	JP Morgan Chase & Co.	Aa3	A+
Banco Santander S.A. (Spain)	Banco Santander S.A. (Spain)	Aa1	AA
HSBC Holdings plc	HSBC Bank Brasil S.A.	A1	BBB-
Banco Itaú Unibanco S.A.	Banco Itaú Unibanco S.A.	A1	BBB
JP Morgan Chase & Co.	JP Morgan Chase Bank NA	Aa1	AA-
Standard Bank	Standard Bank of South África Ltd	Baa1	—
BNP Paribas	BNP Paribas	Aa1	AA
Mitsui Co. Ltd**	Mitsui Bussan	A2	A+


*		For brazilian Banks we used local long term deposit rating

**		“Parent Company” rating

Market Curves

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

1. Commodities

Aluminum


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		1,355.00		MAR10		1,498.00		FEB11		1,630.50
APR09		1,360.25		APR10		1,511.75		MAR11		1,642.00
MAY09		1,374.50		MAY10		1,523.00		APR11		1,653.50
JUN09		1,386.25		JUN10		1,534.25		MAY11		1,665.00
JUL09		1,398.00		JUL10		1,548.00		JUN11		1,676.00
AUG09		1,413.00		AUG10		1,559.50		JUL11		1,687.00
SEP09		1,424.75		SEP10		1,571.00		AUG11		1,698.00
OCT09		1,439.25		OCT10		1,584.50		SEP11		1,709.00
NOV09		1,450.75		NOV10		1,596.00		OCT11		1,720.00
DEC09		1,461.50		DEC10		1,607.50		NOV11		1,731.00
JAN10		1,475.50		JAN11		1,619.00		DEC11		1,742.00
FEB10		1,486.75

Nickel


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		9,773.00		JAN10		10,003.92		OCT10		10,193.60
MAY09		9,811.44		FEB10		10,023.89	nov/10			10,212.89
JUN09		9,837.77		MAR10		10,043.87		DEC10		10,232.18
JUL09		9,862.10		APR10		10,068.22	jan/11			10,256.29
AUG09		9,890.33		MAY10		10,087.51		FEB11		10,275.58
SEP09		9,912.92		JUN10		10,106.80	mar/11			10,294.87
OCT09		9,939.01	jul/10			10,130.91		APR11		10,303.11
NOV09		9,958.98		AUG10		10,150.20		MAY11		10,307.08
DEC09		9,978.95		SEP10		10,169.49

Copper

Maturity

Price (USD/lb)

Maturity

Price (USD/lb)

Maturity

Price (USD/lb)

MAY09

1.85

JUN09

1.85

JUL09

1.86

Bunker Oil


Maturity	Price (USD/ton)		Maturity		Price (USD/ton)		Maturity		Price (USD/ton)
SPOT		256.50		SEP09		266.50		FEB10		291.25
APR09		256.50		OCT09		278.00		MAR10		291.25
MAY09		258.50		NOV09		278.00		APR10		302.00
JUN09		261.00		DEC09		278.00		MAY10		302.00
JUL09		266.50		JAN10		291.25		JUN10		302.00
AUG09		266.50

Alumínio — Volatility


Maturity	Vol (%a.a.)		Maturity		Vol (%a.a.)		Maturity		Vol (%a.a.)
VOLSPOT		33.60		VOL9M		28.26		VOL4Y		22.89
VOL1M		32.26		VOL1Y		27.50		VOL5Y		22.24
VOL3M		31.03		VOL2Y		24.96		VOL7Y		22.24
VOL6M		29.37		VOL3Y		23.69		VOL10Y		22.24

2. Rates

USD-Brazil Interest Rate


Maturity	Rate (% a.a.)			Maturity		Rate (% a.a.)			Maturity		Rate (% a.a.)
31/03/2009		1.12	%		01/04/2010		2.37	%		01/04/2014		4.98	%
01/06/2009		1.12	%		01/10/2010		2.87	%		02/01/2015		5.38	%
01/07/2009		1.23	%		02/01/2012		3.90	%		04/01/2016		5.84	%
01/10/2009		1.66	%		01/04/2013		4.48	%		02/01/2018		7.00	%
04/01/2010		2.04	%

US Interest Rate


Maturity	Rate (% a.a.)		Maturity		Rate (% a.a.)		Maturity		Rate (% a.a.)
USD1D		0.3301		USD9M		1.2318		USD4Y		2.0096
USD1M		0.9780		USD1Y		1.2389		USD5Y		2.2570
USD2M		1.3829		USD2Y		1.4240		USD7Y		2.6334
USD3M		1.5610		USD3Y		1.7177		USD10Y		2.9712
USD6M		1.2666

TJLP


Maturity	Rate (% a.a.)			Maturity		Rate (% a.a.)			Maturity		Rate (% a.a.)
31/03/2009		6.25	%		01/01/2011		8.03	%		01/10/2012		8.78	%
01/04/2009		6.25	%		01/04/2011		8.17	%		01/01/2013		8.82	%
01/07/2009		7.29	%		01/07/2011		8.31	%		01/04/2013		8.84	%
01/10/2009		7.44	%		01/10/2011		8.46	%		01/07/2013		8.86	%
01/01/2010		7.56	%		01/01/2012		8.57	%		01/10/2013		8.86	%
01/04/2010		7.67	%		01/04/2012		8.66	%		01/01/2014		8.86	%
01/07/2010		7.77	%		01/07/2012		8.73	%		01/04/2014		8.84	%
01/10/2010		7.89	%

BRL Interest Rate


Maturity	Rate (% a.a.)			Maturity		Rate (% a.a.)			Maturity		Rate (% a.a.)
31/03/2009		11.08	%		04/01/2010		9.69	%		01/07/2011		10.57	%
01/04/2009		11.08	%		01/04/2010		9.80	%		03/10/2011		10.67	%
04/05/2009		11.08	%		01/07/2010		9.99	%		02/01/2012		10.73	%
01/06/2009		10.53	%		01/10/2010		10.15	%		02/04/2012		10.90	%
01/07/2009		10.23	%		03/01/2011		10.29	%		02/01/2013		11.27	%
01/10/2009		9.82	%		01/04/2011		10.46	%		02/01/2014		11.56	%

3. Currencies

EURO


Maturity	EUR/USD		Maturity		EUR/USD		Maturity		EUR/USD
EURSPOT		1.3259		EUR9M		1.3274		EUR4Y		1.3319
EUR1M		1.3258		EUR1Y		1.3281		EUR5Y		1.3314
EUR3M		1.3260		EUR2Y		1.3313		EUR7Y		1.3254
EUR6M		1.3265		EUR3Y		1.3318		EUR10Y		1.3054

AUD


Maturity	AUD/USD		Maturity		AUD/USD		Maturity		AUD/USD
AUDSPOT		0.6913		AUD9M		0.6815		AUD4Y		0.6255
AUD1M		0.6897		AUD1Y		0.6777		AUD5Y		0.6368
AUD3M		0.6874		AUD2Y		0.6629		AUD7Y		0.5903
AUD6M		0.6842		AUD3Y		0.6430		AUD10Y		0.5598

Currencies — Ending rates as of March 31, 2009


EUR/USD			1.3252			USD/CAD					1.2602			USD/BRL					2.3152

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


	Consolidated
	1Q/09
	Currencies\								Products by
	Interest rates			Bunker Oil and					aluminum
	(libor)			*Natural Gas ()**			Gold		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		(45,396	)		4,787			—		—		(491	)		(8,857	)		—		(49,957	)
Financial expenses, net		77,614			(7,931	)		—		—		(321	)		(29,476	)		—		39,886
Monetary variations, net		2,758			35			—		—		(6	)		(761	)		—		2,026

Gains / (losses) unrealized on 03/31/09		(1,301,037	)		(7,467	)		—		—		(192	)		40,091			—		(1,268,605	)


	4Q/08
	Currencies\									Products by
	Interest rates			Bunker Oil and						aluminum
	(libor)			*Natural Gas ()**			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 06/30/08		323,059			(3,341	)		(18,637	)		(86,194	)		(75,419	)		73,435			(3,479	)		209,424
Payments (receipt) financial		(121,140	)		2,334			19,226			(58,772	)		(62,697	)		77,242			1,142			(142,665	)
Financial expenses, net		(1,518,403	)		(2,620	)		2,177			155,150			153,089			(87,965	)		3,208			(1,295,364	)
Monetary variations, net		(19,529	)		(731	)		(2,766	)		(10,184	)		(14,347	)		16,473			(871	)		(31,955	)

Gains / (losses) unrealized on 12/31/08		(1,336,013	)		(4,358	)		—			—			626			79,185			—			(1,260,560	)


	1Q/08
	Currencies\									Products by
	Interest rates			Bunker Oil and						aluminum
	(libor)			*Natural Gas ()**			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/07		1,118,546			(10,802	)		(64,608	)		(172,569	)		(332,222	)		73,557			(42,722	)		569,180
Payments (receipt) financial		(49,048	)		1,289			20,087			42,333			104,343			777			15,822			135,603
Financial expenses, net		(24,256	)		3,966			(13,982	)		(305,976	)		(202,236	)		(61,044	)		(27,448	)		(630,976	)
Monetary variations, net		7,151			1,189			726			1,804			3,301			(2,388	)		253			12,036

Gains / (losses) unrealized on 03/31/08		1,052,393			(4,358	)		(57,777	)		(434,408	)		(426,814	)		10,902			(54,095	)		85,843


(*)		The R$1,415 of the total amount refers to bunker oil classified as Hedge Accounting.


	Parent Company
	1Q/09
	Currencies\
	Interest rates
	(libor)			Gold		Copper		Total
Gains / (losses) unrealized on 12/31/08		(1,078,850	)		—		—		(1,078,850	)
Payments (receipt) financial		(21,867	)		—		—		(21,867	)
Financial expenses, net		(61,934	)		—		—		(61,934	)
Monetary variations, net		(50	)		—		—		(50	)

Gains / (losses) unrealized on 03/31/09		(1,162,701	)		—		—		(1,162,701	)


	1Q/08
	Currencies\
	Interest rates
	(libor)			Gold			Copper			Total
Gains / (losses) unrealized on 12/31/07		1,064,547			(45,256	)		(1,923	)		1,017,368
Payments (receipt) financial		(48,584	)		13,962			314			(34,308	)
Financial expenses, net		(22,342	)		(9,861	)		(35,246	)		(67,449	)
Monetary variations, net		10,636			464			(1,021	)		10,079

Gains / (losses) unrealized on 03/31/08		1,004,257			(40,691	)		(37,876	)		925,690

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



Currencies\ Interest rates (LIBOR)		December 2019
Fuel Oil		April 2010
Natural Gas		October 2009
Copper		July 2009
Nickel		May 2011

6.25- Selling, Administrative, Other Operating Expenses and Non Operating Income


	Consolidated						Parent Company
	1Q/09		4Q/08		1Q/08		1Q/09		1Q/08
Administrative
Personnel		159,907		207,244		171,207		88,445		96,584
Services (consulting, infrastructure and others)		84,253		229,185		84,967		37,555		37,371
Advertising and publicity		31,999		94,472		34,348		26,829		32,646
Depreciation		88,759		69,909		79,818		71,231		64,291
Travel expenses		13,065		16,424		10,841		5,161		7,327
Rents and taxes		23,560		37,275		9,392		8,000		7,252
Community aborigine		4,942		4,569		5,826		4,608		4,968
Others		38,559		116,865		60,294		20,733		24,954
*Sales ()**		129,446		940,534		143,156		9,780		17,786


Total		574,490		1,716,477		599,849		272,342		293,179


(*)		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
	1Q/09			4Q/08			1Q/08			1Q/09			1Q/08
Other operating expenses (income), net
Provisions for contingencies		—			161,685			(8,697	)		—			—
Provision for loss on ICMS credits		73,213			62,935			49,124			65,504			34,411
Provision for profit sharing		67,517			16,269			47,667			33,138			26,010
Fundação Vale do Rio Doce — FVRD		12,656			26,086			13,195			12,656			13,195
Recoverable taxes — PIS and COFINS		(66,326	)		(70,471	)		(63,879	)		(66,326	)		(63,879	)
Provision for material / inventories		—			141,665			—			—			—
Adjust the value of realization of stock		112,535			334,021			—			—			—
Low assets intangibles		—			144,117			—			—			0
MRS fees adjustment		—			286,073			—			—			—
Disconnection		91,782			32,547			—			2,622			—
Stopped of plant		140,128			—			—			140,128			—
Idle capacity		235,424			—			—			171,887			—
Others		217,586			490,715			320,053			(8,783	)		78,941


Total		884,515			1,625,642			357,463			350,826			88,678

Consolidated

Parent Company

Resultado na venda de investimentos

1Q/09

4Q/08

1Q/08

1Q/09

1Q/08

Jubilee Mines N.L.

—

138,879

—

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


					In millions of reais
					Accounting information - (to review)
					Assets								Liabilities and stockholders’ equity								Statement of income
							Non-current									Non-current
										Investments,
										property plant						Exigível a longo
										and equipment						prazo e		Adjusted					Cost of			Operating			Income tax
	Participation (%)									and deferred						Participações de		stockholders’					products and			income			and Social			Adjusted net
Period ended march 31, 2009	Total		Voting		Circulante		Long-term			charges			Current			minoritários		equity			Net revenues		services			(expenses)			contribution			income (loss)
Jointly-controlled companies
ALBRAS — Alumínio Brasileiro S.A.		51.00		51.00		524,366		1,410,612			1,071,574			494,317			597,166		1,915,069			361,771		(377,260	)		(33,172	)		17,915			(30,746	)
ALUNORTE — Alumina do Norte do Brasil S.A.		57.03		61.74		1,046,010		257,244			5,346,653			397,565			1,957,876		4,294,466			644,011		(705,018	)		(19,419	)		28,075			(52,351	)
Brasilux S.A.		100.00		100.00		4,716		38,936			—			6,053			—		37,599			—		—			(228	)		—			(228	)
Cadam S.A		61.48		100.00		158,363		66,803			97,983			37,694			49,279		236,176			45,316		(32,404	)		(28,747	)		(1,483	)		(17,318	)
Companhia Paulista de Ferro Ligas		100.00		100.00		158,849		104,018			1,419			152,224			115,852		(3,790	)		—		—			4,562			(1,621	)		2,941
Companhia Portuária Baia de Sepetiba — CPBS		100.00		100.00		197,243		8,121			190,999			180,686			773		214,904			56,152		(24,676	)		1,236			(9,746	)		22,966
CVRD Overseas Ltd.		100.00		100.00		2,317,089		314,514			1,559,515			1,834,334			46,466		2,310,318			1,151,592		(847,905	)		(16,211	)		—			287,476
Docepar S.A.		100.00		100.00		20,884		287,820			150			35,238			278,392		(4,776	)		—		—			(3,315	)		—			(3,315	)
Diamond Coal Ltd		100.00		100.00		13,432		—			908,036			13,413			213,495		694,560			—		—			—			—			—
Ferrovia Centro — Atlântica S.A.		100.00		100.00		259,588		118,676			1,683,105			167,245			1,994,695		(100,571	)		153,900		(166,306	)		(16,729	)		(79	)		(29,214	)
Ferrovia Norte-Sul S.A.		100.00		100.00		23,608		2,443			1,753,792			965,010			—		814,833			8,006		(3,810	)		(5,108	)		1,508			596
Florestas Rio Doce S.A.		99.90		100.00		10,407		16,868			3,716			5,283			4,638		21,070			—		—			11			19			30
Green Minerals Resources Inc		100.00		100.00		59,190		—			2,897,356			21,645			967,247		1,967,654			—		—			(6,742	)		—			(6,742	)
Mineração Tacumã Ltda.		100.00		100.00		444		—			1,689,270			18,501			1,788,341		(117,128	)		—		—			(29,468	)		—			(29,468	)
Minerações Brasileiras Reunidas S.A. — MBR (a)		92.99		92.99		281,477		75,432			6,685,414			953,535			1,406,145		4,682,643			—		(38,959	)		137,801			(11,006	)		87,836
Para Pigmentos S.A		86.17		85.57		89,324		52,879			(6,281	)		58,839			166,273		(89,190	)		26,203		(20,186	)		(80,613	)		(584	)		(75,180	)
Rio Doce Manganése Norway AS		100.00		100.00		191,874		—			59,463			38,166			7,398		205,773			72,724		(34,254	)		(43,631	)		—			(5,161	)
Salobo Metais S.A.		100.00		100.00		274,782		—			1,427,810			19,423			1,266,016		417,153			—		—			—			—			—
Urucum Mineração S.A.		100.00		100.00		272,300		11,642			55,386			55,450			121,443		162,435			25,210		(5,201	)		(16,856	)		(2,257	)		896
Vale Austrália Pty Ltd.		100.00		100.00		497,091		255,984			2,163,532			182,097			1,766,392		968,118			309,493		(171,024	)		(95,684	)		(18,537	)		24,248
Vale Inco		100.00		100.00		7,383,546		453,647			52,986,134			3,530,271			43,175,990		14,117,066			2,042,327		(2,198,067	)		(610,826	)		356,922			(409,644	)
Vale International S.A.		100.00		100.00		30,790,841		62,905,348			55,924,295			10,034,046			60,971,021		78,615,417			7,774,510		(6,064,633	)		(159,465	)		(21,233	)		1,529,179
Vale Manganês S.A.		100.00		100.00		1,222,075		123,156			351,207			423,330			187,831		1,085,277			138,756		(65,241	)		(5,645	)		1,152			69,022
Vale Manganese France		100.00		100.00		405,196		(803	)		93,279			207,127			15,321		275,224			57,375		(58,118	)		(11,288	)		848			(11,183	)
Vale Overseas Ltd.		100.00		100.00		255,597		13,324,516			—			255,600			13,324,514		(1	)		—		—			—			—			—
Valesul Alumínio S.A (a)		100.00		100.00		180,120		89,230			515,486			97,605			39,557		647,674			59,818		(61,642	)		(6,748	)		—			(8,572)

Jointly-controlled companies
Baovale Mineração S.A.		50.00		100.00		49,185		26			61,767			25,213			—		85,765			8,720		(1,178	)		(35	)		(991	)		6,516
California Steel Industries, Inc.		50.00		50.00		717,200		—			611,630			86,151			551,733		690,946			339,830		(308,091	)		(113,706	)		31,740			(50,227	)
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		50.00		50.00		220,783		23,611			243,008			67,789			113,789		305,824			70,241		—			4,738			(23,954	)		51,025
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		50.89		51.00		192,954		49,166			133,318			106,432			46,236		222,770			276		(1	)		(14,661	)		95			(14,291	)
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO		50.90		51.00		128,401		56,902			192,351			9,584			86,514		281,556			12,961		—			5,143			(4,127	)		13,977
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		51.00		51.11		116,962		65,375			385,458			(19,948	)		61,894		525,849			29,536		(1	)		1,684			(9,048	)		22,171
Minas da Serra Geral S.A. — MSG		50.00		50.00		56,759		23,791			58,728			22,128			19,898		97,252			4,544		(2,456	)		74			(685	)		1,477
Mineração Rio do Norte S.A.		40.00		40.00		201,964		640,250			877,528			614,397			443,560		661,785			229,025		(121,426	)		(4,509	)		(34,349	)		68,741
MRS Logística S.A. (a)		41.50		37.86		905,299		519,408			2,886,206			953,217			1,738,954		1,618,742			460,678		(279,625	)		(32,666	)		(45,411	)		102,976
Samarco Mineração S.A.		50.00		50.00		1,473,469		404,416			3,599,024			2,575,194			2,111,015		790,700			600,154		(218,224	)		(141,205	)		(43,826	)		196,899
Teal Minerals		50.00		50.00		150,541		—			756,611			233,836			222,491		450,825			—		—			—			—			—

Observances:


(a)		Includes direct and indirect participation.

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

8- Report of the Independent Accountants


		Deloitte Touche Tohmatsu Av. Pres. Wilson, 231 22°, 25° e 26° andares 20030-905 — Rio de Janeiro — RJ Brasil

		Tel.: +55 (21) 3981-0500
		Fax: +55 (21) 3981-0600
		www.deloitte.com.br

(Convenience Translation into English from the Original Previously Issued in Portuguese)

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Board of Directors of
Companhia Vale do Rio Doce
Rio de Janeiro — RJ

1.		We have reviewed the accounting information included in the accompanying interim financial statements of Companhia Vale do Rio Doce (the “Company”) and subsidiaries for the quarter ended March 31, 2009, consisting of the individual (Company) and consolidated balance sheets, the related statements of income, changes in shareholders’ equity (Company), cash flows, and value added, the performance report and the related notes, prepared under the responsibility of its Management. The reviews of certain investees’ financial statements for the quarter ended March 31, 2009, whose investments were assessed under the equity method, were conducted under the responsibility of other independent auditors. Accordingly, the conclusions of our review as regards the Company’s investments as of March 31, 2009, in the amount of R$14,117,066 thousand and the generated losses for the quarter then ended, in the amount of R$409,644 thousand, and total consolidated assets of R$60,762,553 thousand as of March 31, 2009 and consolidated net revenues for the quarter then ended, in the amount of R$2,042,327 thousand, are exclusively based on the reports of those other auditors.

2.		Except for the matter mentioned in paragraph 3, our review was conducted in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Brazilian Federal Accounting Council (CFC), and consisted, principally, of: (a) inquiries of and discussions with certain officials of the Company and its investees who have responsibility for accounting, financial and operating matters about the criteria adopted in the preparation of the interim financial statements; and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company and its investees.

3.		The financial statements for the quarter ended March 31, 2009 of certain investees, in which the Company has material investments accounted for under the equity method, were not reviewed by independent accountants. Accordingly, the conclusions of our review do not encompass: R$15,112,031 thousand of these investments of the Company as of March 31, 2009, R$175,848 thousand in generated losses for the quarter then ended; consolidated assets of R$14,716,816 thousand as of March 31, 2009, and consolidated net revenues for the quarter then ended in the amount of R$1,267,019 thousand.

4.		Based on our limited review and the report of other independent accountants, except for the effects of possible adjustments that might be required had the financial statements of the investees mentioned in paragraph 3 been reviewed by independent accountants, we are not aware of any material modifications that should be made to the financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities and Exchange Commission (CVM) applicable to the preparation of interim financial statements.

5.		We have previously audited the balance sheets, holding company and consolidated, as of December 31, 2008,.presented for comparative purposes, and issued our unqualified opinion, dated February 19, 2009, sharing the responsibility in respect of the audits, by other independent auditors, of the financial statements of contain investees (holding company -investments of R$14,405 million; consolidated — total assets of R$62,619 million). Additionally, we have reviewed the statements of income, cash flows and value added, holding company and consolidated, for the quarter ended March 31, 2008, presented for comparison purposes, and issue our review report dated April 24, 2008, sharing the responsibility in respect of the reviews, by other independent auditors (holding company -generate gains in equity method of R$604,103 thousand; consolidated — net revenues of R$4,189,022 thousand) and including a qualification regarding the financial statements of certain investees, which have not been reviewed by independent auditors (holding company -generated loss in equity method of R$651,440 thousand; consolidated — net revenues of R$3 94,401 thousand).

6.		As mentioned in note 6.2, in view of the changes in Brazilian accounting practices in 2008, the statements of income, cash flows and value added for the quarter ended March 31, 2008, presented for comparative purposes, have been adjusted and are being restated as set forth in NPC 12 — Accounting Policies, Changes in Accounting Estimates and Errors, as approved by CVM Resolution 506/06.

7.		The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil.


Rio de Janeiro, May 6, 2009


DELOITTE TOUCHE TOHMATSU		Marcelo Cavalcanti Almeida
Auditores Independentes		Engagement Partner

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$5,445,604 as of March 31,2009 against R$6,637,827 as of March 31, 2008, representing a decrease of 3.7%.

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.

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

EBITDA — Consolidated


	(to review)
	1Q/09			4Q/08			1Q/08
Operating profit — EBIT		4,148,839			2,764,979			5,324,899
Depreciation / amortization of goodwill		1,296,765			1,322,129			1,312,928
Impairment		—			(2,447,000	)		—

		5,445,604			1,640,108			6,637,827
Dividends received		—			25,166			—

E BITDA (LAJIDA)		5,445,604			1,665,274			6,637,827

Depreciation / amortization of goodwill		(1,296,765	)		(1,322,129	)		(1,312,928	)
Dividends received		—			(25,166	)		—
Impairment		—			2,447,000			—
Equity Results		13,450			(409,985	)		(344,109	)
Profit on sale of investment		—			—			138,879
Financial results, net		(361,256	)		(2,343,368	)		(1,233,190	)
Income tax and social contribution		(757,982	)		2,464,973			(669,883	)
Minority interests		107,852			(36,429	)		(35,653	)

Net income		3,150,903			2,440,170			3,180,943

Consolidated EBITDA by segment


	(to review)
Segments	1Q/09			4Q/08			1Q/08
Ferrous minerals		5,196,299			5,712,493			3,400,034

Non-ferrous minerals		128,341			(4,553,907	)		2,999,993

Logistics		120,993			528,768			313,360

Steel		(32,523	)		(157,009	)		21,602

Others		32,494			134,929			(97,162	)

		5,445,604			1,665,274			6,637,827

10- Management’s Discussion and Analysis of the Operational Performance in March 31, 2009 (to review)

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

On March 31, 2009, about 94% of consolidated gross revenue and 46% of consolidated total costs are linked to currencies other than Brazilian reais. As a result, exchange rate fluctuations have a significant impact on financial income (expenses).

The average dollar rate increased by 33.0% between periods (R$2.311291 as of March 31, 2009 against R$1.737908 as of March 31, 2008). And the final rate increased by 32,4% (R$2.3152 as of March 31, 2009 against R$1.7491 as of March 31, 2008).

The Consolidated Trade Balance performance was as follows:


	In US$ million
	(to review)
	1Q/09			4Q/08			1Q/08
Exports		3,339			4,387			3,014

Imports		(271	)		(336	)		(276	)

		3,068			4,051			2,738

10.1- Consolidated

10.1.1- Sales


	In thousands of metric tons (except railroad transportation)						In thousands of reais — (to review)
	1Q/09		4Q/08		1Q/08		1Q/09		4Q/08		1Q/08
Iron ore		49,993		46,477		64,789		7,265,680		7,936,499		5,200,468
Pellets (*)		3,342		8,757		9,856		869,536		2,865,503		1,434,914

		53,335		55,234		74,645		8,135,216		10,802,002		6,635,382

Manganese		128		61		146		34,159		53,612		69,161
Ferroalloys		53		53		123		178,748		394,759		503,757

								212,907		448,371		572,918

Copper		110		113		93		248,026		246,349		388,341
Finished copper		33		55		35		297,810		405,563		491,050
Nickel		59		71		66		1,477,030		1,917,536		3,278,585
Potash		105		34		158		150,492		50,868		111,458
Kaolin		179		242		263		91,013		101,503		92,710
Precious metals		25		22		19		188,953		136,924		270,225
Cobalt (t)		636		863		740		30,243		84,178		106,482

								2,483,567		2,942,921		4,738,851

Railroad transportation (millions of TKU) (**)		8,360		8,083		8,272		513,055		747,603		664,485
Port services		3,929		6,647		5,880		73,922		138,433		94,476
Boat services		—		—		—		23,505		24,129		21,709
Maritime transportation		—		—		—		—		3,447		6,176

								610,482		913,612		786,846

Aluminum		127		134		136		450,073		742,158		628,740
Alumina		1,257		1,362		833		567,342		978,611		481,803
Bauxite		665		1,164		993		53,492		103,593		61,314

								1,070,907		1,824,362		1,171,857

Steel		79		151		233		169,915		303,718		320,189
Pig iron		35		—		78		24,896		—		51,961
Coal		976		1,032		1,005		309,493		457,360		125,721
Other products and services		—		—		—		161,140		253,904		145,333

								665,444		1,014,982		643,204

								13,178,523		17,946,250		14,549,058


(*)		Includes sales of providing services to subsidiaries of control shared in the amounts of $4,348, R$4,605, R$20,226, referring to the 1Q/09, 4Q/08, e 1Q/08, respectively.

(**)		The Company carried through its railroad system of 5.072, 5.936, 5.747 millions of TKUs of general cargo and 3,288, 2,147, 2,525 millions of TKUs of iron ore for third parties in 1Q/09, 4Q/08 e 1Q/08, respectively.

The fall of 9.4% in the Sales, from R$14,549,058 on March 31, 2008 to R$13.178.523 on March 31, 2009 is due primarily to the reduction of volumes sold.

Consolidated sales by segment


	Ferrous		Non-Ferrous				Holdings				(to review)
	Minerals		Minerals		Logistics		Aluminum		Others		1Q/09		%		4Q/08		%		1Q/08		%
External market
Latin America		83,048		1,054		—		18,881		—		102,983		1		618,952		3		489,522		3
Canada		21,783		253,354		—		206,368		21,781		503,286		4		648,111		4		728,853		5
United States (USA)		18,540		405,745		—		60,011		209,371		693,667		5		1,100,627		6		1,534,538		11
Germany		350,441		128,640		—		—		—		479,081		4		1,246,667		7		943,566		6
Belgium		62,408		13,254		—		92,048		80		167,790		1		403,054		2		311,951		2
France		63,959		24,051		—		1,948		—		89,958		1		297,220		2		278,201		2
England		255,990		156,534		—		2,595		8,507		423,626		3		445,744		2		509,926		4
Italy		156,283		22,607		—		—		—		178,890		1		546,981		3		316,846		2
Europe, except for Germany, Belgium, France, England and Italy		68,423		169,352		—		325,337		—		563,112		4		1,431,229		8		1,017,470		7
Middle East/Africa/Oceania		232,239		20,050		—		52,669		—		304,958		2		960,761		5		354,042		2
China		5,277,465		430,300		—		30,549		10,164		5,748,478		44		2,266,277		13		2,434,458		17
South Korea		537,862		49,475		—		—		—		587,337		5		1,058,175		6		453,203		3
Japan		597,495		166,100		—		178,076		191,396		1,133,067		9		3,080,726		17		1,528,349		11
Taiwan		118,616		189,192		—		—		—		307,808		2		286,699		2		454,313		3
Ásia, other than China, South Korea, Japan and Taiwan		—		210,420		—		—		111,296		321,716		2		888,434		5		843,824		6

		7,844,552		2,240,128		—		968,482		552,595		11,605,757		88		15,279,657		85		12,199,062		84
Brazil		613,966		244,377		605,296		109,127		—		1,572,766		12		2,666,593		15		2,349,996		16

Total		8,458,518		2,484,505		605,296		1,077,609		552,595		13,178,523		100		17,946,250		100		14,549,058		100

10.1.2- Cost of products and services


	Denominated in						(to review)
	R$			Other currencies			1Q/09		4Q/08		1Q/08
Personnel		528,291			5 51,881			1 ,080,172		1 ,198,838		9 51,118
Material		632,522			844,313			1,476,835		1,674,770		1 ,556,440
Oil and gas		421,934			1 76,397			5 98,331		9 38,981		8 42,656
Outsourced services		610,131			3 43,351			9 53,482		1 ,343,693		1 ,128,949
Energy		210,174			2 00,311			4 10,485		5 47,647		4 54,916
Raw Material		98,122			2 89,593			3 87,715		6 62,885		6 43,838
Depreciation and depletion		588,907			6 17,849			1 ,206,756		1 ,248,215		1 ,231,975
Others		592,316			1 60,675			7 52,991		4 95,851		7 01,631

Total		3 ,682,397			3 ,184,370			6 ,866,767		8 ,110,880		7 ,511,523

		54	%		46	%

The 8.59% decrease in cost of products and services (R$7,511,923 as of March 31, 2008 against R$6,866,767 on March 31, 2009) was due to variations in volumes sold and in the cost of energy.

10.1.3- Selling and administrative expenses

The Selling expenses decreased 9.6%, of R$143,156 on March 31, 2008 to R$129,446 on March 31, 2009, due primarily to reduction of doubtful debt provision and third party outsourced services, while administrative expenses decreased 2.5%, from R$456,693 at March 31, 2008 to R$445,044 on March 31, 2009. This reduction reflects the adaptation by the Company to the present market conditions.

10.1.4- Research and development

Research and development expenses increased by 33.3%, from R$331,006 as of March 31, 2008 to R$441,229 as of March 31, 2009, reflecting Vale’s plan to diversify and expand the production to meet global demand.

10.1.5- Other operating expenses

Other operating expenses increased R$527,052, from R$357,463 as March 31, 2008 to R$884,515 on March 31, 2009, basically due to idle capacity, shutdown of plants and employee termination costs.

10.1.6- Net financial results

Net financial results varied R$871,934 (R$361,256 as of March 31, 2009 against R$1,233,190 as of March 31, 2008), reflecting the effects of the appreciation 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$757,982 as of March 31, 2009 compared to R$669,883 as of March 31, 2008, mainly due to a decrease in taxable income and the shareholders remuneration paid integrally in form of dividends, without application of interest on shareholders equity payment.

10.2- Parent Company

10.2.1- Sales

The 27.2% increase in revenue (R$7,467,950 as of March 31, 2009 against R$5,872,084 as of March 31, 2008) was derived from the appreciation of American dollars against the real and increase in average product prices in 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 March 31, 2009 was R$2,883,416, against R$3,530,416 as of March 31, 2008, representing a 18.3% decrease. The main factor is less volume sold.

10.2.3- Gross margin

Gross margin increased from 36.4% as of March 31, 2008 to 60.5% as of March 31, 2009, mainly due to dollar valuation against Brazilian real and the price adjustment.

10.2.4- Equity Results

Equity in subsidiaries decreased by R$1,439,243 from R$2,325,219 as of March 31, 2008 to R$885,976 as of March 31, 2009 mainly due to the reduction of operational results of affiliates for the period.

10.2.5- Selling and administrative expenses

The selling expenses decreased 45%, by R$17,786 as of March 31, 2008 to R$9,780 as of March 31, 2009, due primarily to reduction of doubtful debt provision, while administrative expenses decreased by 4.6% from R$275,393 as of March 31, 2008 to R$262,562 as of March 31, 2009, due to primarily the reduction of Salary expenses and outsourced services, and adaptation by the Company to the present market conditions.

10.2.6- Research and development

Research and development increased by 44.6%, from R$185,447 as of March 31, 2008 to R$268,101 as of March 31, 2009, reflecting Vale’s plan to diversify production.

10.2.7- Other operating expenses/ income

Other operating expenses increased by R$262,148, from expense of R$88,678 as of March 31, 2008 to expense of R$350,826 as of March 31, 2009, due basically the idle capacity and shutdown of plants.

10.2.8- Net financial results

Net financial results changed R$458,260 (R$675,548 as of March 31, 2008 against R$217,289 as of March 31, 2009) basically due to the appreciation of US dollar against Brazilian Real on intercompany debt.

10.2.9- Income tax and social contribution

Income tax and social contribution revenue totaled R$73,891 as of March 31, 2009 compared to an expense of R$1,038,240 as of March 31, 2008, mainly due to a increase in taxable income and no 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
Hidehiro Takahashi
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 Services
Raimundo Nonato Alves Amorim
Rita de Cássia Paz Andrade Robles
Wanderlei Viçoso Fagundes		Eduardo de Salles Bartolomeo
		Executive Officer for Logistics, Engineering and Project Management
Advisory Committees of the Board of Directors

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
Mário da Silveira Teixeira Júnior
Oscar Augusto de Camargo Filho
Sérgio Ricardo Silva Rosa
		Marcus Vinícius Dias Severini
Finance Committee		Chief Officer of Accounting and Control Department
Fabio de Oliveira Barbosa
Ivan Luiz Modesto Schara		Vera Lúcia de Almeida Pereira Elias
Luiz Maurício Leuzinger		Chief Accountant
Wanderlei Viçoso Fagundes		CRC-RJ — 043059/O-8

Equity Investee Information — 03/31/2009

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

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


Average sales price — external market	US$		1,388.35			—		—		—		1,388.35			2,486.87			2,939.31			2,888.76			2,138.46			2,605.19
Average sales price — internal market	US$		1,783.09			—		—		—		1,783.09			2,307.59			2,640.89			2,625.72			1,989.17			2,389.40
Average sales price — total	US$		1,405.98			—		—		—		1,405.98			2,476.70			2,920.77			2,874.64			2,130.52			2,593.10

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

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


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


Net operating revenues	R$		361,771			—		—		—		361,771			507,262			513,302			583,876			556,610			2,161,050
Cost of products	R$		(377,260	)		—		—		—		(377,260	)		(389,192	)		(370,909	)		(431,517	)		(445,146	)		(1,636,764	)
Other expenses / revenues	R$		(29,997	)		—		—		—		(29,997	)		(33,556	)		(34,060	)		(30,689	)		(36,839	)		(135,144	)
Depreciation, amortization and depletion	R$		14,763			—		—		—		14,763			18,680			17,539			18,851			17,422			72,492

EBITDA	R$		(30,723	)		—		—		—		(30,723	)		103,194			125,872			140,521			92,047			461,634
Depreciation, amortization and depletion	R$		(14,763	)		—		—		—		(14,763	)		(18,680	)		(17,539	)		(18,851	)		(17,422	)		(72,492	)

EBIT	R$		(45,486	)		—		—		—		(45,486	)		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	)		—		—		—		(3,175	)		(116,210	)		63,342			(72,234	)		(23,765	)		(148,867	)
Non operational results	R$		—			—		—		—		—			—

Income before income tax and social contribution	R$		(48,661	)		—		—		—		(48,661	)		(31,702	)		171,675			49,314			31,117			220,404
Income tax and social contribution	R$		17,915			—		—		—		17,915			(14,510	)		(62,608	)		(13,082	)		18,084			(72,116	)

Net income	R$		(30,746	)		—		—		—		(30,746	)		(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			—		—		—		798			1,369			1,573			1,496			1,557			5,995
Quantity sold — internal market	MT (thousand)		2,640			—		—		—		2,640			2,621			2,949			3,268			3,415			12,253

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


Average sales price — external market	US$		35.19			—		—		—		35.19			61.52			34.93			34.71			36.96			41.47
Average sales price — internal market	US$		30.96			—		—		—		30.96			53.89			31.24			31.96			33.35			36.87
Average sales price — total	US$		31.94			—		—		—		31.94			56.51			32.52			32.83			35.16			38.56

Long-term indebtedness, gross	US$		84,258			—		—		—		84,258			46,151			115,231			96,970			90,306			90,306
Short-term indebtedness, gross	US$		180,491			—		—		—		180,491			245,429			221,143			225,894			163,251			163,251

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


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


Net operating revenues	R$		229,025			—		—		—		229,025			206,543			220,647			242,896			377,298			1,047,384
Cost of products	R$		(121,426	)		—		—		—		(121,426	)		(121,170	)		(150,287	)		(145,601	)		(168,979	)		(586,037	)
Other expenses / revenues	R$		(2,524	)		—		—		—		(2,524	)		(4,622	)		(5,480	)		(5,586	)		899			(14,789	)
Depreciation, amortization and depletion	R$		27,563			—		—		—		27,563			28,386			28,305			28,322			28,016			113,029

EBITDA	R$		132,638			—		—		—		132,638			109,137			93,185			120,031			237,234			531,571
Depreciation, amortization and depletion	R$		(27,563	)		—		—		—		(27,563	)		(28,386	)		(28,305	)		(28,322	)		(28,016	)		(113,029	)

EB IT	R$		105,075			—		—		—		105,075			80,751			64,880			91,709			209,218			446,558
Net financial result	R$		(1,985	)		—		—		—		(1,985	)		(12,584	)		18,096			(53,799	)		(68,541	)		(116,828	)

Income before income tax and social contribution	R$		103,090			—		—		—		103,090			68,167			82,976			37,910			140,677			329,730
Income tax and social contribution	R$		(39,480	)		—		—		—		(39,480	)		(25,009	)		(29,786	)		(7,737	)		(46,817	)		(109,349	)

Net income	R$		63,610			—		—		—		63,610			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			—		—		—		1,225			814			832			975			1,336			3,957
Quantity sold — internal market	MT (thousand)		216			—		—		—		216			235			258			301			250			1,044

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


Average sales price — external market	US$		192.84			—		—		—		192.84			322.36			372.73			378.60			286.74			359.27
Average sales price — internal market	US$		170.69			—		—		—		170.69			287.59			340.49			342.74			300.46			325.30
Average sales price — total	US$		195.62			—		—		—		0.00			314.57			365.10			370.14			288.91			343.47

Long-term indebtedness, gross	US$		845,397			—		—		—		845,397			740,000			828,590			855,397			855,398			855,398
Short-term indebtedness, gross	US$		52,676			—		—		—		52,676			20,037			—			28,951			31,124			31,124

Total indebtedness, gross	US$		898,073			—		—		—		898,073			760,037			828,590			884,348			886,522			886,522


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


Net operating revenues	R$		643,619			—		—		—		643,619			574,017			660,565			789,345			1,033,795			3,057,722
Cost of products	R$		(705	)		—		—		—		(705	)		(476,079	)		(478,374	)		(587,518	)		(754,073	)		(2,296,044	)
Other expenses / revenues	R$		(19,070	)		—		—		—		(19,070	)		(25,223	)		(26,517	)		(22,959	)		(49,473	)		(124,172	)
Depreciation, amortization and depletion	R$		56,478			—		—		—		56,478			36,013			30,350			30,294			45,448			142,105

EBITDA	R$		(23,991	)		—		—		—		(23,991	)		108,728			186,024			209,162			275,697			779,611
Depreciation, amortization and depletion	R$		(56,478	)		—		—		—		(56,478	)		(36,013	)		(30,350	)		(30,294	)		(45,448	)		(142,105	)

EBIT	R$		(80,469	)		—		—		—		(80,469	)		72,715			155,674			178,868			230,249			637,506
Net financial result	R$		43			—		—		—		43			(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	)		—		—		—		(80,426	)		(35,362	)		188,700			121,745			3,064			278,147
Income tax and social contribution	R$		28,075			—		—		—		28,075			(7,679	)		(32,826	)		(9,227	)		12,761			(36,971	)

Net income	R$		(52,351	)		—		—		—		(52,351	)		(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			—		—		—		13			16			15			19			16			66

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


Average sales price — external market	US$		2,392.81			—		—		—		2,392.81			2,653.70			2,846.14			2,679.23			2,818.91			2,861.40
Average sales price — internal market	US$		2,133,06			—		—		—		2,133.06			3,786.95			4,168.23			3,321.93			2,575.30			3,695.60
Average sales price — total	US$		2,167.50			—		—		—		2,167.50			3,560.30			3,747.56			3,148.89			2,624.02			3,494.25

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


Net operating revenues	R$		59,818			—		—		—		59,818			100,607			115,282			134,658			100,820			451,367
Cost of products	R$		(61,642	)		—		—		—		(61,642	)		(84,081	)		(91,021	)		(122,915	)		(87,461	)		(385,478	)
Other expenses / revenues	R$		(6,948	)		—		—		—		(6,948	)		(10,741	)		(10,754	)		(9,585	)		(11,768	)		(42,848	)
Depreciation, amortization and depletion	R$		7,164			—		—		—		7,164			8,099			5,909			7,084			7,056			28,148

EBITDA	R$		(1,608	)		—		—		—		(1,608	)		13,884			19,416			9,242			8,647			51,189
Depreciation, amortization and depletion	R$		(7,164	)		—		—		—		(7,164	)		(8,099	)		(5,909	)		(7,084	)		(7,056	)		(28,148	)

EBIT	R$		(8,772	)		—		—		—		(8,772	)		5,785			13,507			2,158			1,591			23,041
Net financial result	R$		200			—		—		—		200			(905	)		(372	)		10,469			9,248			18,440

Income before income tax and social contribution	R$		(8,572	)		—		—		—		(8,572	)		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	)		—		—		—		(8,572	)		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)		—			—		—		—		—			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$		—			—		—		—		—			71.45			203.07			227.18			—			176.15
Average sales price — internal market	US$		—			—		—		—		—			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			—		—		—		222.769			157,097			264,714			301			333,094			333,094


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

EBITDA	R$		(16,878	)		—		—		—		(16,878	)		13,202			169,042			75,944			18,470			276,658
Depreciation, amortization and depletion	R$		(21	)		—		—		—		(21	)		(1,832	)		(2,106	)		(2,341	)		(1,980	)		(8,259	)

EBIT	R$		(16,899	)		—		—		—		(16,899	)		11,370			166,936			73,603			18,470			270,379
Net financial result	R$		2,514			—		—		—		2,514			901			(2,986	)		11,974			30,417			40,306

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

Net income	R$		(14,290	)		—		—		—		(14,290	)		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									2,141			3,010			4,327			5,519			3,413			16,269
Quantity sold — Iron ore	MT (thousand)		714									714			168			140			154			202			664

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

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

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


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


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

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

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

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

Net income	R$		196,899			—		—		—		196,899			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.


	COMPANHIA VALE DO RIO DOCE (Registrant)
Date: May 6, 2009	By:	/s/ Roberto Castello Branco
		Roberto Castello Branco
		Director of Investor Relations