Obligation Vale 6.25% ( US91911TAF03 ) en USD

Vale

100 % ▲

Bresil

US91911TAF03 ( en USD )

6.25% par an ( paiement semestriel )

11/01/2016 - Obligation échue

Prospectus brochure de l'obligation Vale US91911TAF03 en USD 6.25%, échue

100 000 USD

1 000 000 000 USD

91911TAF0

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAF03, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/01/2016

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAF03, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAF03, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(B)(5)
333-110867
333-110867-01
PROSPECTUS SUPPLEMENT
(To prospectus dated December 12, 2003)
US$1,000,000,000

Vale Overseas Limited
6.25% Guaranteed Notes due 2016
Unconditionally Guaranteed by
Companhia Vale do Rio Doce

Vale Overseas will pay interest on the notes on January 11 and July 11 of each year beginning
July 11, 2006. The notes will mature on January 11, 2016. In the event Vale Overseas or CVRD
becomes obligated to pay additional amounts in excess of specified levels as a result of changes in
Brazilian or Cayman Islands law, Vale Overseas may redeem the notes at any time in whole but not in
part, before their stated maturity at a price equal to 100% of their principal amount plus accrued
interest to the redemption date.
The notes will be unsecured obligations of Vale Overseas and will rank equally with Vale Overseas'
unsecured senior indebtedness. The guaranty will rank equally in right of payment with all of CVRD's
other unsecured and unsubordinated debt obligations. The notes will be issued only in registered form
in minimum denominations of US$100,000 and any integral multiple of US$1,000 in excess thereof.
Vale Overseas has applied to list the notes on the New York Stock Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning
on page S-11 of this prospectus supplement.

Per Note
Total
Public offering price(1)

99.97%
US$
999,700,000
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Underwriting discount

0.36%

US$ 3,600,000
Proceeds, before expenses, to Vale Overseas

99.61%

US$996,100,000
(1) Plus accrued interest from January 10, 2006, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company on
or about January 10, 2006.

JPMorgan

The date of this prospectus supplement is January 5, 2006.
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Table of Contents
Table of contents

Prospectus supplement

Page
Exchange rates

S-2
Prospectus supplement summary

S-3
Risk factors
S-11
Use of proceeds
S-23
Capitalization of CVRD
S-24
Recent developments
S-25
Description of notes
S-27
Certain tax considerations
S-35
Underwriting
S-39
Validity of the notes
S-41
Prospectus

About this prospectus

2
Forward looking statement

2
Companhia Vale do Rio Doce

3
Vale Overseas Limited

3
Ratio of earnings to fixed charges

4
Use of proceeds

4
Legal ownership of debt securities

5
Description of debt securities

7
Description of the guarantees

22
Plan of distribution

22
Difficulties of enforcing civil liabilities against non-U.S. persons

24
Experts

25
Validity of the debt securities

26
Where you can find more information

26
Incorporation of certain documents by reference

26

You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriter has not, authorized
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any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriter is not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference is accurate only as of each of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those
dates.

S-1
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Exchange rates
The Central Bank of Brazil allows the real/U.S. dollar exchange rate to float freely, and it has
intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict
whether the Central Bank of Brazil or the Brazilian government will continue to let the real float freely or
will intervene in the exchange rate market through a currency band system or otherwise. The real may
depreciate or appreciate against the U.S. dollar substantially in the future. For more information on
these risks, see the information appearing under the heading "Risk Factors" in this prospectus
supplement.
The following table provides information on the selling exchange rate, expressed in reais per U.S.
dollar (R$/US$), for the periods indicated. Prior to March 14, 2005, under Brazilian regulations, foreign
exchange transactions were carried out on either the commercial rate exchange market or the floating
rate exchange market. Rates in the two markets were generally the same. The table uses the
commercial selling rate for data prior to March 14, 2005.
The following table sets forth the selling exchange rate, expressed in reais per U.S. dollar (R$/US$),
for the periods indicated.

Period-
Average for

end
Period (1)
Low
High
Year ended December 31,

2000
R
R
R

$ 1.955
R$ 1.835
$ 1.723
$ 1.985
2001

2.320

2.353
1.936
2.801
2002

3.533

2.998
2.271
3.955
2003

2.889

3.060
2.822
3.662
2004

2.654

2.917
2.654
3.205
2005

2.341

2.412
2.164
2.762
Month

July 2005
R
R
R

$ 2.391

$ 2.330
$ 2.466
August 2005

2.364

2.277
2.432
September 2005

2.222

2.222
2.362
October 2005

2.254

2,234
2,289
November 2005

2.207

2,163
2,252
December 2005

2.341

2.180
2.374
January 2006 (through January 5, 2006)

2.318

2.282
2.346

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(1) Average of the rates of each period, using the average of the exchange rates on the last day of each month during each
period. Source: Central Bank of Brazil.
On January 5, 2006, the selling rate was R$2.282 per US$1.00.

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Table of Contents
Prospectus supplement summary
This summary highlights key information described in greater detail elsewhere, or incorporated by
reference, in this prospectus supplement and the accompanying prospectus. You should read carefully
the entire prospectus supplement, the accompanying prospectus and the documents incorporated by
reference before making an investment decision. In this prospectus supplement, unless the context
otherwise requires, references to "CVRD," "we," "us" and "our" refer to Companhia Vale do Rio Doce,
its consolidated subsidiaries and its joint ventures and other affiliated companies, taken as a whole,
and references to "Vale Overseas" mean Vale Overseas Limited, a wholly-owned finance subsidiary of
CVRD.
Vale Overseas Limited
Vale Overseas is a finance company wholly owned by CVRD. Vale Overseas' business is to issue debt
securities to finance CVRD's activities. Vale Overseas was registered and incorporated as a Cayman
Islands exempted company with limited liability on April 3, 2001. The issue of the notes will be the fifth
borrowing by Vale Overseas.
Companhia Vale do Rio Doce
We are the world's largest producer and exporter of iron ore and pellets, the largest metals and mining
company in the Americas and one of the largest private sector companies in Latin America by market
capitalization. We hold exploration claims that cover 12.0 million hectares (29.6 million acres) in Brazil,
and 3.8 million hectares (9.4 million acres) abroad in Gabon, Chile, Mozambique, Mongolia, Argentina
and Peru. We operate large logistics systems, including railroads and ports that are integrated with our
mining operations. Directly and through affiliates and joint ventures, we have major investments in the
aluminum-related, energy and steel businesses. We are investing heavily in copper, nickel and coal
exploration, and our first copper mine began operations in June 2004.
We recorded consolidated gross operating revenues of US$8,479 million in 2004 and US$9,659 million
in the first nine months of 2005. Of total gross operating revenues for the first nine months of 2005,
70.0% were attributable to sales of iron ore and pellets, 10.7% were attributable to sales of aluminum-
related products, 9.4% were attributable to third-party logistics services, 5.1% were attributable to
sales of potash, kaolin and copper and 4.7% were attributable to sales of manganese and ferroalloys.
In 2004 and the first nine months of 2005, we recorded consolidated operating income of US$3,123
million and US$3,971 million, respectively, and consolidated net income of US$2,573 million and US
$3,645 million, respectively.
Our main lines of business are:

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· Ferrous minerals. We operate two fully integrated world-class systems in Brazil for producing and
distributing iron ore (the Northern System and the Southern System), consisting of mines, railroads
and port and terminal facilities, and a third system consisting of CAEMI's mines and port facilities. At
December 31, 2004, we had a total of 6,869 million tons of proven and probable iron ore reserves in
our three systems in Brazil, with an average grade of 51.7% iron in our Southern System, 66.7% in
our Northern System and 65.8% in CAEMI's iron ore mines. We also operate ten pellet-producing
facilities, six of which are joint ventures with partners,

S-3
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Table of Contents
and have a 50% stake in a joint venture that owns and operates two pelletizing plants. We are one of
the world's largest producers of manganese ore and ferroalloys.
· Non-ferrous minerals. We are the world's third largest producer of kaolin and Brazil's largest
producer of potash. Our Sossego copper mine in Carajás, in the state of Pará, Brazil, began
production of copper concentrate in June 2004 and is Brazil's largest producer of copper. Our non-
ferrous minerals business also includes our exploration efforts related to copper, gold and nickel.
· Aluminum-related operations. Through subsidiaries and joint ventures, we conduct major
operations in the production of aluminum-related products. They include:

· Bauxite mining, which we conduct through our 40.0% interest in Mineração Rio do Norte S.A., or
MRN, which holds substantial bauxite reserves with a low strip ratio and high recovery rate.

MRN, one of the largest bauxite producers in the world, has a nominal production capacity of
16.3 million tons per year and produced 16.7 million tons of bauxite in 2004. We are developing
a wholly owned bauxite mine in the Paragominas region, in the state of Pará.

· Alumina refining, which we conduct via our alumina refining subsidiary, Alunorte-Alumina do
Norte do Brasil S.A., or Alunorte, which currently has a nominal production capacity of 2.4 million
tons of alumina per year. In July 2003, Alunorte began work on a capacity expansion designed

to increase its annual capacity to 4.2 million tons per year. We are also negotiating the terms of
a potential joint venture with the Aluminum Corporation of China Limited (Chalco) to construct a
new alumina refinery in the state of Pará.

· Aluminum metal smelting, which we conduct through our subsidiary, Albras--Alumínio Brasileiro
S.A., or Albras, which produces aluminum ingots and in which we have a 51.0% interest, and

our joint venture, Valesul Alumínio S.A., or Valesul, which produces aluminum ingots, billets and
alloys and in which we have a 54.5% interest. These companies currently have a combined
production capacity of approximately 541,000 tons of aluminum per year.
· Logistics. We are a leading provider of logistics services in Brazil, with operations in the railroad,
coastal shipping and port handling industries. Each of the iron ore complexes of our Northern and
Southern Systems incorporates an integrated railroad network linked to automated port and terminal
facilities, and is designed to provide our mining products, general cargo and passenger rail
transportation, bulk terminal storage and ship loading services to us and third parties. In 2004, our
railroads transported approximately 65.6% of the total freight tonnage transported by Brazilian
railroads, or approximately 139.0 billion ntk of cargo, of which 110.1 billion ntk were our iron ore and
pellets.

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· Other investments. In addition to our core mining activities, we currently have investments in three
steel companies, and we are in the process of conducting feasibility studies to determine whether to
implement joint ventures with Baosteel Shanghai Group Corporation (Baosteel), Arcelor Group
(Arcelor), Posco, Dongkuk, Danieli, BNDES and ThyssenKrupp Stahl A.G. to construct and operate
steel slab plants in São Luís, in the state of Maranhão, Rio de Janeiro, in the state of Rio de Janeiro
and Fortaleza, in the state of Ceará, Brazil. We also hold stakes in nine hydroelectric power
generation projects with a total projected capacity of 3,364 MW (of

S-4
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Document Outline

sec.gov
- #1">Prospectus Supplement