Bond Valea 5.625% ( US91912EAA38 ) in USD

Valea

103.39 % ▼

Brazil

US91912EAA38 ( in USD )

5.625% per year ( payment 2 times a year)

10/09/2042

Prospectus brochure of the bond Vale US91912EAA38 en USD 5.625%, maturity 10/09/2042

91912EAA3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

11/03/2026 ( In 131 days )

Vale is a Brazilian mining company specializing in iron ore and nickel production.

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91912EAA38, pays a coupon of 5.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/09/2042

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91912EAA38, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Valea ( Brazil ) , in USD, with the ISIN code US91912EAA38, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 a2210895z424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Class of securities offered

Aggregate offering price
Amount of registration fee

Debt
securities
US$1,500,000,000.00 US$171,900.00(1)
(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-162822
PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2009)
US$1,500,000,000 5.625% Notes due 2042
Vale S.A. ("Vale") is offering US$1,500,000,000 aggregate principal amount of its 5.625% Notes due 2042 (the "notes"). Vale will
pay interest on the notes semi-annually on March 11 and September 11 of each year, beginning March 11, 2013. Vale will pay additional
amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes.
Vale may redeem the notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of the
principal amount of the notes to be redeemed and a "make whole" amount described under "Description of the Notes--Optional
Redemption" in this prospectus supplement plus accrued and unpaid interest on such notes to the date of redemption. Upon the imposition of
certain withholding taxes, Vale may also redeem the notes in whole, but not in part, 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 and will rank equally with Vale's unsecured senior indebtedness. The notes will be
issued only in registered form in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
Vale will apply 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-6 of this prospectus supplement.

Per note
Total

Public offering price(1)
99.198% US$1,487,970,000
Underwriting discount

0.35% US$ 5,250,000
Proceeds, before expenses, to Vale
98.848% US$1,482,720,000
(1)
Plus accrued interest from September 11, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission (the "SEC") 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.
ANY OFFER OR SALE OF THE NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED
INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
The notes will be ready for delivery in book-entry form through The Depository Trust Company and its participants, including
Euroclear and Clearstream, Luxembourg, on or about September 11, 2012.
Joint Lead Managers and Joint Bookrunners
BB Securities Ltd.

Bradesco BBI
Citigroup

J.P. Morgan
Santander
The date of this prospectus supplement is September 4, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Enforcement of Civil Liabilities
ii

Prospectus Supplement Summary
S-1

Recent Developments
S-6

Risk Factors
S-6

Use of Proceeds
S-8

Capitalization
S-9

Description of the Notes
S-10

Certain Tax Considerations
S-20

Underwriting
S-24

Experts
S-34

Validity of the Notes
S-34

Incorporation of Certain Documents by Reference
S-35
Prospectus
About this Prospectus

1
Forward Looking Statements

2
Vale S.A.

3
Vale Overseas Limited

3
Use of Proceeds

3
Legal Ownership of Debt Securities

4
Description of the Debt Securities

6
Description of the Guarantees
19
Experts
19
Validity of the Securities
19
Where You Can Find More Information
19
Incorporation of Certain Documents by Reference
20
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 underwriters have not, authorized 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 underwriters are 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.
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ENFORCEMENT OF CIVIL LIABILITIES
A final conclusive judgment for the payment of money rendered by any New York State or federal court sitting in New York City in
respect of the notes would be recognized in the courts of Brazil and such courts would enforce such judgment without any retrial or
reexamination of the merits of the original action only if such judgment has been ratified by the Brazilian Superior Court of Justice
(Superior Tribunal de Justiça). This ratification is available only if:
·
the judgment fulfills all formalities required for its enforceability under the laws of the State of New York;
·
the judgment was issued by a competent court either after proper service of process on the parties, which service of process
if made in Brazil must comply with Brazilian law, or after sufficient evidence of the parties' absence has been given, as
established pursuant to applicable law;
·
the judgment is not subject to appeal;
·
the judgment has been authenticated by a Brazilian consulate in the State of New York;
·
the judgment has been translated into Portuguese by a certified sworn translator; and
·
the judgment is not against Brazilian public policy, good morals or national sovereignty.
In addition:
·
Civil actions may be brought before Brazilian courts in connection with this prospectus supplement based on the federal
securities laws of the United States, and Brazilian courts may enforce such liabilities in such actions against Vale (provided
that the relevant provisions of the federal securities laws of the United States do not contravene Brazilian public policy,
good morals or national sovereignty and provided further that Brazilian courts can assert jurisdiction over the particular
action).
·
The ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is limited by Brazilian
law. In addition, a Brazilian or foreign plaintiff who resides abroad or is abroad during the course of a suit in Brazil must
post a bond to cover the legal fees and court expenses of the defendant, unless there are real estate assets in Brazil to assure
payment thereof, except in case of execution actions or counterclaims as established under Article 836 of the Brazilian Code
of Civil Procedure.
Notwithstanding the foregoing, no assurance can be given that ratification would be obtained, that the process described above could be
conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the U.S. securities laws with
respect to the notes.
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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 herein and therein before making an investment decision. In this prospectus
supplement, unless the context otherwise requires, references to "Vale," "we," "us" and "our" refer to Vale S.A., its consolidated
subsidiaries, its joint ventures and other affiliated companies, taken as a whole.
We are the second-largest metals and mining company in the world and the largest in the Americas, based on market capitalization. W
are the world's largest producer of iron ore and iron ore pellets and the world's second-largest producer of nickel. We also produce
copper, metallurgical and thermal coal, phosphates, potash, manganese ore, ferroalloys, cobalt and platinum group metals (PGMs). To
support our growth strategy, we are actively engaged in mineral exploration efforts in 27 countries around the globe. We operate large
logistics systems in Brazil and other regions of the world, including railroads, maritime terminals and ports, which are integrated with our
mining operations. In addition, we have a maritime freight portfolio to transport iron ore. Directly and through affiliates and joint ventures,
we have investments in energy and steel businesses.
The following table presents the breakdown of our total gross operating revenues attributable to each of our main lines of business.

Year ended December 31,

Six months ended June 30,

2009

2010

2011

2011

2012

US$ million

US$ million (unaudited)

Bulk materials:

Iron
ore
US$
12,831 US$
26,384 US$
35,008 US$
16,389 US$
12,492
Iron
ore
pellets
1,352
6,402
8,150
4,000
3,659
Manganese

145
258
171
95
105
Ferroalloys

372
664
561
307
253
Coal

505
770
1,058
410
665

Subtotal--bulk
materials
US$
15,205 US$
34,478 US$
44,948 US$
21,201 US$
17,174

Bas e metals:

Nickel and other
products(1)
US$
3,947 US$
4,712 US$
8,118 US$
4,081 US$
3,099
Copper(2)

682
934
1,126
515
457
Aluminum(3)

2,050
2,554
383
383
--

Subtotal--base
metals
US$
6,679 US$
8,200 US$
9,627 US$
4,979 US$
3,556

Fertilizer nutrients
413
1,846
3,547
1,654
1,752
Logistics
services
1,104
1,465
1,726
804
811
Other products and
services

538
492
541
255
196

Total gross
operating
revenues
US$
23,939 US$
46,481 US$
60,389 US$
28,893 US$
23,489

(1)
Includes nickel co-products and by-products (copper, precious metals, cobalt and others).
(2)
Does not include copper produced as a nickel co-product.
(3)
Reflects aluminum operations sold in February 2011.

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·
Bulk materials:
·
Iron ore and iron ore pellets. We operate four systems in Brazil for producing and distributing iron ore, which we
refer to as the Northern, Southeastern, Southern and Midwestern systems. The Northern and the Southeastern System
are fully integrated, consisting of mines, railroads, a maritime terminal and a port. The Southern System consists of
three mining sites and two maritime terminals. We operate 10 pellet plants in Brazil and two in Oman, which are
ramping up. We also have a 50% stake in a joint venture that owns three integrated pellet plants in Brazil and a 25%
stake in two pellet companies in China.
·
Manganese and ferroalloys. We conduct our manganese mining operations through subsidiaries in Brazil, and we
produce several types of manganese ferroalloys through a wholly-owned subsidiary in Brazil.
·
Coal. We produce metallurgical and thermal coal through Vale Moçambique, which operates assets in
Mozambique and Vale Australia Holdings, which operates coal assets in Australia through wholly-owned
subsidiaries and unincorporated joint ventures. In Mozambique, we are ramping up operations in Moatize, which
includes both metallurgical and thermal coal. We also have minority interests in Chinese coal and coke producers.
·
Base metals:
·
Nickel. Our main nickel mines and processing operations are conducted by our wholly-owned subsidiary Vale
Canada, which has mining operations in Canada and Indonesia. We own and operate, or have interests in, nickel
refining facilities in the United Kingdom, Japan, Taiwan, South Korea and China. We have temporarily interrupted
the ramp-up of our nickel operations at Onça Puma, in Brazil, and in New Caledonia. For more information about
these interruptions, see "Recent Developments."
·
Copper. In Brazil, we produce copper concentrates at Sossego in Carajás, in the state of Pará. In Canada, we
produce copper concentrates, copper anodes and copper cathodes in conjunction with our nickel mining operations
at Sudbury and Voisey Bay. In Chile, we produce copper cathodes at the Tres Valles operation, located in the
Coquimbo region.
·
Aluminum. We hold a 22.0% interest in Norsk Hydro ASA (Hydro), a major aluminum producer. In the past, we
engaged in bauxite mining, alumina refining and aluminum smelting through subsidiaries in Brazil, which we
transferred to Hydro in February 2011. We still own interests in two bauxite mining businesses, Mineração Rio do
Norte S.A. (MRN) and Mineração Paragominas S.A. (Paragominas). We will transfer our remaining interest in
Paragominas to Hydro in two equal tranches in 2014 and 2016, each in exchange for US$200 million, subject to
certain contingent adjustments. Both MRN and Paragominas are located in Brazil.
·
Cobalt. We produce cobalt as a by-product of our nickel mining and processing operations in Canada and refine
the majority of it at our Port Colborne facilities, in the Province of Ontario, Canada. We intend to produce cobalt as
a by-product of our nickel operations in New Caledonia, which we expect to be commissioned and ready to operate
by the fourth quarter of 2012.
·
PGMs. We produce platinum-group metals as by-products of our nickel mining and processing operations in
Canada. The PGMs are concentrated at our Port Colborne facilities, and refined at our precious metals refinery in
Acton, England.

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·
Other precious metals. We produce gold and silver as by-products of our nickel and copper mining and
processing operations in Canada, and gold as a by-product of our copper mining in Brazil. Some of the precious
metals from Canadian operations are upgraded at our Port Colborne facilities, and all these precious metals are
refined by unrelated parties in Canada.
·
Fertilizer nutrients: We produce potash in Brazil, with operations in Rosario do Catete, in the state of Sergipe. Our main
phosphate operations are conducted by our subsidiary Vale Fertilizantes S.A. (Vale Fertilizantes), which holds the majority
of our fertilizer assets in Brazil and is the largest Brazilian producer of phosphate rock, phosphate and nitrogen fertilizers. I
addition, we are ramping up operations at Bayóvar, a phosphate rock mine in Peru.
·
Logistics: We are a leading operator of logistics services in Brazil and other regions of the world, with railroads,
maritime terminals and ports. Two of our four iron ore systems incorporate an integrated railroad network linked to
automated port and terminal facilities, which provide rail transportation for our mining products, general cargo and
passengers, bulk terminal storage, and ship loading services for our mining operations and for customers. We also own a
majority stake in Sociedade de Desenvolvimento do Corredor de Nacala--S.A. (SDCN), with railroads in Malawi and
Mozambique, and have plans to construct a world-class logistics infrastructure to support our operations in Central and
Eastern Africa. In addition, we have a rail concession for a 756-kilometer railroad to provide support to our Rio Colorado
potash project in Argentina. We conduct seaborne dry bulk shipping and provide tug boat services. We own and charter
vessels to transport the iron ore that we sell on a cost and freight basis to customers. Our tug boat services provide an
efficient and safe towing service at our terminals in Brazil. We also own a 31.3% interest in Log-In Logística
Intermodal S.A. (Log-In), which provides intermodal logistics services in Brazil, Argentina and Uruguay, and a 45.8%
interest in MRS Logística S.A. (MRS), which transports our iron ore products from the Southern System mines to our
Guaíba Island and Itaguaí maritime terminals, in the state of Rio de Janeiro.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that is important to you. For a more complete understanding of the notes, please refer to the section entitled "Description
of the Notes" in this prospectus supplement and the section entitled "Description of the Debt Securities" in the accompanying
prospectus. In this description of the offering, references to Vale mean Vale S.A. only and do not include any of Vale's subsidiaries or
affiliated companies.
Issuer
Vale
S.A.
Notes offered
US$1,500,000,000 aggregate principal amount of 5.625% Notes due 2042.
Issue price
99.198% of the principal amount.
Maturity
September 11, 2042.
Interest rate
The notes will bear interest at the rate of 5.625% per annum from September 11, 2012 based
upon a 360-day year consisting of twelve 30-day months.
Interest payment dates
Interest on the notes will be payable semi-annually on March 11 and September 11 of each yea
beginning March 11, 2013.
Ranking
The notes are general obligations of Vale and are not secured by any collateral. Your right to
payment under these notes will be:

· junior to the rights of secured creditors of Vale to the extent of their interest in Vale's assets;

· equal with the rights of creditors under all of Vale's other unsecured and unsubordinated deb
and

· effectively subordinated to the rights of any creditor of a subsidiary of Vale over the assets o
that subsidiary.
Covenants
The indenture governing the notes contains restrictive covenants that, among other things and
subject to certain exceptions, limit Vale's ability to merge or transfer assets, and incur liens.

For a more complete description of these covenants, see "Description of the Notes--
Covenants" in this prospectus supplement and "Description of the Debt Securities--Certain
Covenants" in the accompanying prospectus.
Further issuances
Vale reserves the right, from time to time, without the consent of the holders of the notes, to
issue additional notes on terms and conditions identical to those of the notes, which additional
notes shall increase the aggregate principal amount of, and shall be consolidated and form a
single series with, the series of notes offered hereby; provided that, for U.S. federal income tax
purposes, the additional notes either (i) are issued with no more than a de minimis amount of
original issue discount or (ii) are issued in a qualified reopening. Vale may also issue other
securities under the indenture which have different terms and conditions from the notes.

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Payment of additional amounts
Vale will pay additional amounts in respect of any payments under the notes so that the amount
you receive after Brazilian withholding tax will equal the amount that you would have received
if no withholding tax had been applicable, subject to some exceptions as described under
"Description of the Debt Securities--Payment of Additional Amounts" in the accompanying
prospectus.
Optional redemption
Vale may redeem the notes, in whole at any time or in part from time to time, at a redemption
price equal to the greater of 100% of the principal amount of the notes to be redeemed and a
"make whole" amount described under "Description of the Notes--Optional Redemption" in
this prospectus supplement plus accrued and unpaid interest on such notes to the date of
redemption.
Tax redemption
If, due to changes in Brazilian law relating to withholding taxes applicable to payments of
interest, Vale is obligated to pay additional amounts on the notes in respect of Brazilian
withholding taxes at a rate in excess of 15%, Vale may redeem the notes in whole, but not in
part, at any time, at a price equal to 100% of their principal amount plus accrued interest to the
redemption date.
Use of proceeds
We intend to use the net proceeds of this offering for general corporate purposes. See "Use of
Proceeds".
Listing
Application will be made to list the notes on the New York Stock Exchange
Form and denomination
The notes will be issued only in registered form in minimum denominations of US$2,000 and
integral multiples of US$1,000 in excess thereof.
Risk factors
See "Risk Factors" and the other information included and incorporated by reference in this
prospectus supplement and the accompanying prospectus for a discussion of the factors you
should carefully consider before investing in the notes.
Governing Law
New York

Trustee and Agents
· The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent; and

· The Bank of New York Mellon Trust (Japan), Ltd, as principal paying agent.
Common Code
082806792
CUSIP
91912EAA3
ISIN
US91912EAA38

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RECENT DEVELOPMENTS
For a discussion of our results of operations for the six-month period ended June 30, 2012 and recent material developments, see our
report on Form 6-K furnished to the SEC on the date hereof, which is incorporated by reference in this prospectus supplement and other
reports on Form 6-K listed under "Incorporation of Certain Documents by Reference".
RISK FACTORS
The following are certain risk factors relating to the notes and risks relating to our business. The risks relating to our business are
more fully set forth in our annual report on Form 20-F for the year ended December 31, 2011, which is incorporated by reference in this
prospectus supplement. You should carefully consider these risks and the risks described below, as well as the other information included
or incorporated by reference in this prospectus supplement or the accompanying prospectus, before making a decision to invest in the notes.
Risks Relating to the Notes
Vale's subsidiaries, affiliated companies and joint ventures are not obligated under the notes, and these companies' obligations to
their own creditors will effectively rank ahead of Vale's obligations under the notes.
Vale conducts a significant amount of business through subsidiaries, affiliated companies and joint ventures, none of which are
obligated under the notes. At June 30, 2012, the subsidiaries were responsible for approximately 30% of Vale's consolidated U.S. GAAP
revenues from operations and approximately 19% of Vale's consolidated U.S. GAAP net cash flows provided by operating activities. The
claims of any creditor of a subsidiary, affiliated company or joint venture of Vale would rank ahead of Vale's ability to receive dividends
and other cash flows from these companies. As a result, claims of these creditors would rank ahead of Vale's ability to access cash from
these companies in order to satisfy its obligations under the notes. In addition, these subsidiaries, affiliated companies and joint ventures
may be restricted by their own loan agreements, governing instruments and other contracts from distributing cash to Vale to enable Vale to
perform its obligations under the notes. At June 30, 2012, 9% of Vale's consolidated U.S. GAAP liabilities were owed by subsidiaries of
Vale, which is the only obligor under the notes, meaning that the creditors under these liabilities would rank ahead of investors in the notes
in the event of Vale's insolvency. The indenture governing the notes contains restrictions on the conduct of business by Vale, including limits
on its ability to grant liens over its assets for the benefit of other creditors. These restrictions do not apply to Vale's subsidiaries, affiliated
companies and joint ventures, and these companies are not limited by the indenture in their ability to pledge their assets to other creditors.
There may not be a liquid trading market for the notes.
The notes are an issuance of new securities with no established trading market. There can be no assurance that a liquid trading market
for the notes will develop or, if one develops, that it will be maintained. If an active market for the notes does not develop, the price of the
notes and the ability of a holder of notes to find a ready buyer will be adversely affected.
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