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 2006

Companhia Vale do Rio Doce

(Translation of Registrant’s name into English)

Avenida Graça Aranha, No. 26
20005-900 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 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- .)

 

 

COMPANHIA VALE DO RIO DOCE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005			F-3
Consolidated Statements of Income for the three-month periods ended March 31, 2006, December 31, 2005 and March 31, 2005			F-5
Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2006, December 31, 2005 and March 31, 2005			F-6
Consolidated Statements of Changes in Stockholders’ Equity for the three-month periods ended March 31, 2006, December 31, 2005 and March 31, 2005			F-7
Notes to the Consolidated Financial Statements			F-8
Signature Page

This report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of Vale Overseas Limited, File No. 333-110867-01 and the Registration Statement on Form F-3 of Companhia Vale do Rio Doce, File No. 333-110867 and shall be deemed to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Condensed Consolidated Balance Sheets
Expressed in millions of United States dollars

		March				December
		31, 2006				31, 2005
Assets		(Unaudited)
Current assets
Cash and cash equivalents			1,644				1,041
Accounts receivable
Related parties			209				159
Unrelated parties			1,377				1,490
Loans and advances to related parties			27				22
Inventories			1,313				1,142
Deferred income tax			273				186
Recoverable taxes			410				362
Others			394				373
			5,647				4,775
Property, plant and equipment, net			17,949				14,166
Investments in affiliated companies and joint ventures and other investments, net of provision for losses on equity investments			1,820				1,672
Other assets
Goodwill on acquisition of subsidiaries			591				548
Loans and advances
Related parties			11				4
Unrelated parties			65				61
Prepaid pension cost			362				308
Judicial deposits			634				568
Advances to suppliers — energy			366				311
Others			316				231
			2,345				2,031
TOTAL			27,761				22,644

Condensed Consolidated Balance Sheets
Expressed in millions of United States dollars
(Except number of shares)

(Continued)

		March				December
		31, 2006				31, 2005
		(Unaudited)
Liabilities and stockholders’ equity
Current liabilities
Suppliers			789				1,110
Payroll and related charges			128				229
Current portion of long-term debt — unrelated parties			1,217				1,218
Short-term debt			67				15
Loans from related parties			38				62
Provision for income taxes			116				244
Taxes payable			56				53
Others			420				394
			2,831				3,325
Long-term liabilities
Employees post-retirement benefits			251				241
Long-term debt — unrelated parties			4,740				3,714
Loans from related parties			1				1
Provisions for contingencies (Note 10 (b))			1,218				1,286
Unrealized loss on derivative instruments			297				260
Deferred income tax			266				2
Provisions for environmental liabilities			248				225
Others			430				395
			7,451				6,124
Minority interests			924				1,218
Stockholders’ equity
Preferred class A stock — 1,800,000,000
no-par-value shares authorized and 479,879,100 issued			4,702				2,150
Common stock — 900,000,000 no-par-value
shares authorized and 749,949,429 issued			3,806				3,806
Treasury stock — 11,458 preferred and 14,145,510 common shares			(88	)			(88	)
Additional paid-in capital			498				498
Other cumulative comprehensive deficit			(1,874	)			(2,729	)
Appropriated retained earnings			4,687				4,357
Unappropriated retained earnings			4,824				3,983
			16,555				11,977
TOTAL			27,761				22,644

See notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Income
Expressed in millions of United States dollars (Unaudited)
(except number of shares and per-share amounts)

		Three-month periods ended
		March 31,				March 31,				December 31,
		2006				2005				2005
Operating revenues, net of discounts, returns and allowances
Sales of ores and metals			2,760				1,748				3,055
Revenues from logistic services			289				232				309
Aluminum products			429				346				377
Other products and services			12				2				5
			3,490				2,328				3,746
Taxes on revenues			(150	)			(115	)			(148	)
Net operating revenues			3,340				2,213				3,598
Operating costs and expenses
Cost of ores and metals sold			(1,256	)			(912	)			(1,372	)
Cost of logistic services			(174	)			(143	)			(205	)
Cost of aluminum products			(257	)			(191	)			(250	)
Others			(8	)			(1	)			(2	)
			(1,695	)			(1,247	)			(1,829	)
Selling, general and administrative expenses			(168	)			(113	)			(175	)
Research and development			(71	)			(34	)			(85	)
Employee profit sharing plan			(28	)			(17	)			(32	)
Others			(42	)			(7	)			(16	)
			(2,004	)			(1,418	)			(2,137	)
Operating income			1,336				795				1,461
Non-operating income (expenses)
Financial income			42				29				31
Financial expenses			(213	)			(92	)			(201	)
Foreign exchange and monetary gains (losses), net			259				(2	)			(166	)
Gain on sale of investments			9				—				—
			97				(65	)			(336	)
Income before income taxes, equity results and minority interests			1,433				730				1,125
Income taxes
Current			(242	)			(160	)			(92	)
Deferred			(53	)			47				36
			(295	)			(113	)			(56	)
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			156				133				213
Minority interests			(123	)			(52	)			(86	)
Net income			1,171				698				1,196
Basic and diluted earnings per Preferred Class A Share			1.02				0.61				1.04
Basic and diluted earnings per Common Share			1.02				0.61				1.04
Weighted average number of shares outstanding (thousands of shares)
Common shares			735,804				735,804				735,804
Preferred Class A shares			415,724				415,716				415,716

See notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows
Expressed in millions of United States dollars (Unaudited)

		Three-month periods ended
		March 31,				March 31,				December
		2006				2005				31, 2005
Cash flows from operating activities:
Net income			1,171				698				1,196
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization			181				129				183
Dividends received			112				69				136
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments			(156	)			(133	)			(213	)
Deferred income taxes			53				(47	)			(36	)
Provisions for contingencies			13				2				18
Gain on sale of investments			(9	)			—				—
Foreign exchange and monetary losses (gains)			(291	)			27				235
Unrealized derivative losses, net			44				(5	)			126
Minority interests			123				52				86
Interest payable, net			(28	)			(2	)			14
Others			46				(18	)			(62	)
Decrease (increase) in assets:
Accounts receivable			162				(92	)			(133	)
Inventories			(17	)			(20	)			(24	)
Others			(108	)			(74	)			63
Increase (decrease) in liabilities:
Suppliers			(367	)			45				113
Payroll and related charges			(108	)			(35	)			40
Income taxes			(178	)			(79	)			(229	)
Others			(172	)			(86	)			3
Net cash provided by operating activities			471				431				1,516
Cash flows from investing activities:
Loans and advances receivable
Related parties
Additions			(7	)			—				1
Repayments			3				3				62
Others			48				1				—
Guarantees and deposits			(23	)			(17	)			(7	)
Additions to investments			(2	)			(1	)			(12	)
Additions to property, plant and equipment			(855	)			(661	)			(1,237	)
Proceeds from disposal of investments			14				—				—
Proceeds from disposals of property, plant and equipment			9				2				12
Cash used to acquire subsidiaries, net of cash acquired							—				(737	)
Net cash used in investing activities			(813	)			(673	)			(1,918	)
Cash flows from financing activities:
Short-term debt, net issuances (repayments)			50				21				(129	)
Loans
Related parties
Additions			10				4				3
Repayments			(40	)			(17	)			—
Issuances of long-term debt
Related parties			—				4				—
Others			1,347				235				1,386
Repayments of long-term debt			(321	)			(156	)			(140	)
Interest attributed to stockholders			—				—				(800	)
Net cash provided by financing activities			1,046				91				320
Increase (decrease) in cash and cash equivalents			704				(151	)			(82	)
Effect of exchange rate changes on cash and cash equivalents			(101	)			24				(112	)
Cash and cash equivalents, beginning of period			1,041				1,249				1,235
Cash and cash equivalents, end of period			1,644				1,122				1,041
Cash paid during the period for:
Interest on short-term debt			(1	)			—				(8	)
Interest on long-term debt			(94	)			(82	)			(55	)
Income tax			(187	)			(79	)			(29	)
Non-cash transactions
Income tax paid with credits			(30	)			(27	)			(65	)
Interest capitalized			(31	)			(15	)			(52	)

See notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Stockholders’ Equity
Expressed in millions of United States dollars (Unaudited)
(except number of shares and per-share amounts)

		Three-month periods ended
										December 31,
		March 31, 2006				March 31, 2005				2005
Preferred class A stock (including three special shares)
Beginning of the period			2,150				1,176				2,150
Capital increase (Note 5)			2,552				—				—
End of the period			4,702				1,176				2,150
Common stock
Balance March 31, 2006, 2005 and December 31,2005			3,806				2,121				3,806
Treasury stock
Beginning and end of the period			(88	)			(88	)			(88	)
Additional paid-in capital
Beginning and end of the period			498				498				498
Other cumulative comprehensive deficit
Cumulative translation adjustments
Beginning of the period			(2,856	)			(3,869	)			(2,269	)
Change in the period			850				(22	)			(587	)
End of the period			(2,006	)			(3,891	)			(2,856	)
Unrealized gain on available-for-sale securities
Beginning of the period			127				95				164
Change in the period			5				21				(37	)
End of the period			132				116				127
Total other cumulative comprehensive deficit			(1,874	)			(3,775	)			(2,729	)
Appropriated retained earnings
Beginning of the period			4,357				4,143				1,936
Transfer from retained earnings			330				(17	)			2,421
End of the period			4,687				4,126				4,357
Unappropriated retained earnings
Beginning of the period			3,983				3,315				6,008
Net income			1,171				698				1,196
Dividends and interest attributed to stockholders
Preferred class A stock			—				—				(289	)
Common stock			—				—				(511	)
Appropriation to reserves			(330	)			17				(2,421	)
End of the period			4,824				4,030				3,983
Total stockholders’ equity			16,555				8,088				11,977
Comprehensive income is comprised as follows:
Net income			1,171				698				1,196
Cumulative translation adjustments			850				(22	)			(587	)
Unrealized gain (loss) on available-for-sale securities			5				21				(37	)
Total comprehensive income			2,026				697				572
Shares
Preferred class A stock (including three special shares) (1)			479,879,100				415,727,739				415,727,739
Common stock			749,949,429				749,949,429				749,949,429
Treasury stock (2)
Beginning of the period			(14,156,968	)			(14,157,461	)			(14,157,313	)
Sales			—				136				345
End of the period			(14,156,968	)			(14,157,325	)			(14,156,968	)
			1,215,671,561				1,151,519,843				1,151,520,200
Dividends and interest attributed to stockholders (per share)
Preferred class A stock (including three special shares)			—				—				0.70
Common stock			—				—				0.70

See notes to condensed consolidated financial statements.

Notes to the Condensed Consolidated Financial Statements

		Expressed in millions of United States dollars, unless otherwise stated
1		The Company and its operation
		Companhia Vale do Rio Doce (CVRD) is a limited liability company, duly organized and existing under the laws of the Federative Republic of Brazil. Our operations are carried out through CVRD and its subsidiary companies, joint ventures and affiliates, and mainly consist of mining, non-ferrous metal production and logistics, as well as energy, aluminum and steel activities. Further details of our joint ventures and affiliates are described in Note 8.
		The main operating subsidiaries we consolidate are as follows:

				% voting
Subsidiary		% ownership		capital		Head office location		Principal activity
Alumina do Norte do Brasil S.A. — Alunorte (“Alunorte”)		57		61		Brazil		Alumina
Alumínio Brasileiro S.A. — Albras (“Albras”)		51		51		Brazil		Aluminum
CADAM S.A (CADAM) (1) (3)		61 (37)		100		Brazil		Kaolin
CVRD Overseas Ltd.		100		100		Cayman Islands		Trading
Ferrovia Centro-Atlântica S. A.		100		100		Brazil		Logistics
CVRD International S.A. (4)		100		100		Swiss		Trading
Minerações Brasileiras Reunidas S.A. — MBR (2) (3)		90 (56)		90		Brazil		Iron ore
Mineração Onça Puma Ltda		99		99		Brazil		Nickel
Navegação Vale do Rio Doce S.A. — DOCENAVE		100		100		Brazil		Shipping
Pará Pigmentos S.A. (1) (3)		82 (76)		86		Brazil		Kaolin
Rio Doce International Finance Ltd. — RDIF		100		100		Bahamas		International finance
Rio Doce Manganês S.A.		100		100		Brazil		Manganese and Ferroalloys
Rio Doce Manganèse Europe — RDME		100		100		France		Ferroalloys
Rio Doce Manganese Norway — RDMN		100		100		Norway		Ferroalloys
Salobo Metais S.A.		100		100		Brazil		Copper
Urucum Mineração S.A.		100		100		Brazil		Iron ore, Ferroalloys and Manganese

2		Basis of consolidation
		All majority-owned subsidiaries in which we have both share and management control are consolidated. All significant intercompany accounts and transactions are eliminated. As from January 1, 2004, our variable interest entities in which we are the primary beneficiary are consolidated. Investments in unconsolidated affiliates and joint ventures are reported at cost plus our equity in undistributed earnings or losses. Included in this category are certain joint ventures in which we have majority ownership but, by force of shareholders’ agreements, do not have effective management control. We provide for losses on equity investments with negative stockholders’ equity where applicable (Note 8).
		We evaluate the carrying value of our listed investments relative to publicly available quoted market prices. If the quoted market price is below book value, and such decline is considered other than temporary, we write-down our equity investments to quoted market value.
		We define joint ventures as businesses in which we and a small group of other partners each participate actively in the overall entity management, based on a shareholders agreement. We define affiliates as businesses in which we participate as a minority stockholder but with significant influence over the operating and financial policies of the investee.
		Investments in unincorporated joint ventures, formed for the purpose of investing in hydroelectric power projects, are proportionately consolidated.
3		Summary of significant accounting policies
		Our condensed consolidated interim financial information for the three-month periods ended March

		31, 2006, December 31, 2005 and March 31, 2005 is unaudited. However, in our opinion, such condensed consolidated financial information includes all adjustments, consisting only of normal
		recurring adjustments, necessary for a fair presentation of the results for interim periods. The results of operations for the three-month periods ended March 31, 2006 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2006.
		In preparing the condensed consolidated financial statements, we are required to use estimates to account for certain assets, liabilities, revenues and expenses. Our condensed consolidated financial statements therefore include various estimates concerning the selection of useful lives of property, plant and equipment, provisions necessary for contingent liabilities, fair values assigned to assets and liabilities acquired in business combinations, income tax valuation allowances, employee post-retirement benefits and other similar evaluations, actual results may vary from our estimates.
		We have remeasured all assets and liabilities into U.S. dollars at the current exchange rate at each balance sheet date (R$2.1724 and R$2.3370 at March 31, 2006 and December 31, 2005, respectively to US$1.00 or the first available exchange rate if exchange on December 31, was not available), and all accounts in the statements of income (including amounts relative to local currency indexation and exchange variances on assets and liabilities denominated in foreign currency) at the average rates prevailing during the period. The translation gain or loss resulting from this remeasurement process is included in the cumulative translation adjustments account in stockholders’ equity.
4		Recently-issued accounting pronouncements
		In April 2006, the FASB issued FIN 46R-(6), “Determining the variability to be considered in applying FASB Interpretation No. 46(R)”, which addresses how a reporting enterprise should determine the variability to be considered in applying FASB Interpretation Nº 46. We will apply this statement as applicable in fiscal periods beginning after July 15, 2006.
		In March 2006, the FASB issued FAS 156, “Accounting for servicing of financial assets”, which amends FASB Statements No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement addresses the accounting for separately recognized servicing assets and servicing liabilities. We will apply this statement as applicable in fiscal periods beginning after September 15, 2006.
		In February 2006, the FASB issued FAS 155, “Accounting for certain hybrid financial instruments”, which amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” We will apply this statement as applicable in fiscal periods beginning after September 15, 2006.
5		Major acquisitions and disposals during the years presented
		At an Extraordinary Shareholders’ Meeting on March 31, 2006, the Capital Stock increased by US$2,552, corresponding to 64,151,361 preferred shares, due to the issuance of shares in relation to the acquisition of the outstanding minority interest in Caemi.
		Pro forma information with respect to our acquisition of the 39.77% preferred shares of Caemi, totaling 100% of total interest, in March 2006 is shown:

		Three-month periods ended
		March 31, 2006												March 31, 2005												December 31, 2005
						Caemi -												Caemi -												Caemi -
						Merger				Pro Forma								Merger				Pro Forma								Merger				Pro Forma
		Consolidated				(39.77%)				(unaudited)				Consolidated				(39.77%)				(unaudited)				Consolidated				(39.77%)				(unaudited)
											-												-
Income before minority interests			1,323								1,323				750								750				1,282								1,282
Minority interests			(123	)			54				(69	)			(52	)			22				(30	)			(86	)			86				0
Net income			1,200				54				1,254				698				22				720				1,196				86				1,282
Outstanding shares (thousands)			1,151,520								1,215,672				1,151,520								1,215,672				1,151,520								1,215,672
Basic and diluted earnings per share			1.04								1.03				0.61								0.59				1.04								1.05

		In November 2005, we acquired 93.0% of the voting capital of Canico Resource Corp. (Canico) a Canadian-based junior resource company focused on the development of the Onça-Puma nickel laterite, for US$750. In December 2005, we acquired an additional 6.20% of the voting capital of Canico for US$50. Canico ´s only significant asset other than US$63 of cash and cash equivalents was US$794 of mining rights.
		On February 10, 2006, we concluded the acquisition of the outstanding common shares of Canico, acquiring the remaining voting capital of Canico, 0.8% of its total capital for US$6, which is now a wholly-owned subsidiary.
		During the first quarter of 2006, we sold our total interest in Nova Era Silicon (49%) to JFE Steel Corporation, resulting in a net gain of US$9.
6		Income taxes
		Income taxes in Brazil comprise federal income tax and social contribution, which is an additional federal tax. The statutory composite enacted tax rate applicable in the periods presented is 34% represented by a 25% federal income tax rate plus a 9% social contribution rate.
		The amount reported as income tax expense in our consolidated financial statements is reconciled to the statutory rates as follows:

		Three-month periods ended
		March 31,				March 31,				December
		2006				2005				31, 2005
Income before income taxes, equity results and minority interests			1,433				730				1,125
Federal income tax and social contribution expense at statutory enacted rates			(487	)			(248	)			(383	)
Adjustments to derive effective tax rate:
Tax benefit on interest attributed to stockholders			91				54				72
Exempt foreign income (loss)			114				46				346
Difference on tax basis of equity investees			(66	)			(4	)			(28	)
Tax incentives			32				22				(26	)
Other non-taxable gains (losses)			21				17				(37	)
Federal income tax and social contribution expense in consolidated statements of income			(295	)			(113	)			(56	)

		We have certain tax incentives relative to our manganese operations in Carajás, our potash operations in Rosario do Catete, our alumina and aluminum operations in Barcarena and our kaolin operations in Ipixuna and Mazagão. The incentives relative to manganese comprise partial exemption up to 2013. The incentive relating to alumina and potash comprise full income tax exemption on defined production levels which expires in 2009 and 2013, respectively, while the partial exemption incentives relative to aluminum and kaolin expire in 2013. An amount equal to the tax saving must be appropriated to a reserve account within stockholders’ equity and may not be distributed in the form of cash dividends.
7		Inventories

		March 31,				December 31,
		2006				2005
Finished products
Iron ore and pellets			329				271
Manganese and ferroalloys			136				151
Alumina			30				22
Aluminum			59				52
Kaolin			20				18
Others			52				28
Spare parts and maintenance supplies			687				600
			1,313				1,142

8

Investments in affiliated companies and joint ventures

		March 31, 2006																Investments								Equity Adjustments												Dividends received
																										Three-month periods ended												Three-month periods ended
														Net income
		Participation in								Net				(loss) for the				March 31,				December				March 31,				March 31,				December				March 31,				March 31,				December
		capital (%)								equity				period				2006				31, 2005				2006				2005				31, 2005				2006				2005				31, 2005
		voting				total
Ferrous
Companhia Nipo-Brasileira de Pelotização — NIBRASCO (1)			51.11				51.00				101				18				52				60				9				2				13				22				—				16
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS (1)			51.00				50.89				62				10				31				37				5				2				4				13				1				—
Companhia Coreano-Brasileira de Pelotização — KOBRASCO			50.00				50.00				63				19				31				41				9				3				6				—				—				—
Companhia Ítalo-Brasileira de Pelotização — ITABRASCO (1)			51.00				50.90				55				8				28				33				4				1				2				12				—				—
Gulf Industrial Investment Company — GIIC			50.00				50.00				151				28				76				62				14				12				18				—				—				20
SAMARCO Mineração S.A. — SAMARCO (2)			50.00				50.00				694				78				374				335				39				34				85				25				20				95
Minas da Serra Geral S.A. — MSG			50.00				50.00				46				—				23				21				—				—				—				—				—				—
Others			—				—												20				25				(2	)			(2	)			—				—				—				—
																			635				614				78				52				128				72				21				131
Logistics
MRS Logística S.A			37.23				40.45				424				45				183				109				14				10				15				—				—				5
																			183				109				14				10				15				—				—				5
Holdings
Steel
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (4)			22.99				11.46				2,858				228				328				281				26				42				41				—				—				—
California Steel Industries Inc. — CSI			50.00				50.00				344				30				172				161				15				11				6				3				20				—
SIDERAR (cost $15) — available for sale investments (4)			4.85				4.85												147				142				—				—				—				—				—				—
																			647				584				41				53				47				3				20				—
Aluminum and bauxite
Mineração Rio do Norte S.A. — MRN			40.00				40.00				378				29				151				178				12				15				15				37				28				—
Valesul Alumínio S.A. — VALESUL			54.51				54.51				123				8				67				58				4				3				(1	)			—				—				—
																			218				236				16				18				14				37				28				—
Coal
Henan Longyu Resources Co. Ltd			25.00				25.00				411				27				103				96				7				—				9				—				—				—
Shandong Yankuang International Company Ltd(3)			25.00				25.00				86								22				22				—				—				—				—				—				—
																			125				118				7				—				9				—				—				—
Other affiliates and joint ventures
Others																			12				11				—				—				—				—				—				—
																			12				11				—				—				—				—				—				—
																			1,002				949				64				71				70				40				48				—
Total			—				—												1,820				1,672				156				133				213				112				69				136