Obligation Vale 8.25% ( US91911TAE38 ) en USD

Vale

114.5 % ▲

Bresil

US91911TAE38 ( en USD )

8.25% par an ( paiement semestriel )

17/01/2034

Prospectus brochure de l'obligation Vale US91911TAE38 en USD 8.25%, échéance 17/01/2034

2 000 USD

800 000 000 USD

91911TAE3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

17/07/2024 ( Dans 83 jours )

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAE38, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/01/2034

L'Obligation émise par Vale ( Bresil ) , en USD, avec le code ISIN US91911TAE38, 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 US91911TAE38, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
(To prospectus dated December 12,

File Nos. 333-110867
2003)
333-110867-01

US$500,000,000

Vale Overseas Limited

8.25% Guaranteed Notes due 2034

Unconditionally Guaranteed by
Companhia Vale do Rio Doce

Vale Overseas will pay interest on the notes on January 17 and July 17 of each year beginning July 17, 2004. The
notes will mature on January 17, 2034. 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$2,000 and any integral multiple of US$1,000 in excess thereof.
Vale Overseas will apply to list the notes on the Luxembourg Stock Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on
page S-12 of this prospectus supplement.

Per Note
Total

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Public offering price(1)
US

98.904%
$494,520,000
Underwriting discount

.7%
US$3,500,000
Proceeds, before expenses, to Vale Overseas
US

98.204%
$491,020,000
(1) Plus accrued interest from January 15, 2004, 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 15, 2004.

Merrill Lynch & Co.

Deutsche Bank Securities
JPMorgan Morgan Stanley

The date of this prospectus supplement is January 9, 2004.
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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page

Exchange Rates
S-

2
Prospectus Supplement Summary
S-

3
Risk Factors
S-

12
Use of Proceeds
S-

20
Capitalization of CVRD.
S-

21
Recent Developments
S-

22
Description of Notes
S-

34
Certain Tax Considerations
S-

41
Underwriting
S-

44
Validity of the Notes
S-

45
Listing and General Information
S-

45

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
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Final Prospectus Supplement
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 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 their respective dates. Our business, financial condition, results of operations and prospects may have
changed since those dates.

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EXCHANGE RATES
There are two principal foreign exchange markets in Brazil:

Y the commercial rate exchange market, and

Y the floating rate exchange market.
Most trade and financial foreign-exchange transactions are carried out on the commercial rate exchange market.
These transactions include the purchase or sale of shares or the payment of dividends or interest with respect to
shares. Foreign currencies may only be purchased through a Brazilian financial institution authorized to operate
in these markets. In both markets, rates are freely negotiated but may be influenced by intervention by the Central
Bank of Brazil. In 1999, the Central Bank of Brazil placed the commercial exchange market and the floating rate
exchange market under identical operational limits, which led to a convergence in the pricing and liquidity of
both markets. Since February 1, 1999, the floating market rate has been the same as the commercial market rate.
However, there is no guarantee that these rates will continue to be the same in the future. Despite the
convergence in the pricing and liquidity of both markets, each market continues to be regulated differently.
Since 1999, the Central Bank of Brazil has allowed the real/U.S. dollar exchange rate to float freely, and during
that period, the real/U.S. dollar exchange rate has fluctuated considerably. In the past, the Central Bank of Brazil
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
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 sets forth the commercial selling rate, expressed in reais per U.S. dollar (R$/US$) for the
periods indicated.

Average
for
Period-end
Period
Low
High

Year Ended

December 31, 1999

1.789
1.851(1)
1.208 2.165
December 31, 2000

1.955
1.835(1)
1.723 1.985
December 31, 2001

2.320
2.353(1)
1.936 2.801
December 31, 2002

3.533
2.988(1)
2.270 3.955
December 31, 2003

2.889
3.059(1)
2.822 3.662
Month Ended

July 2003

2.966
2.894(2)
2.822 2.966
August 2003

2.967
3.014(2)
2.953 3.074
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Final Prospectus Supplement
September 2003

2.923
2.982(2)
2.890 2.984
October 2003

2.856
2.865(2)
2.827 2.903
November 2003

2.949
2.903(2)
2.856 2.955
December 2003

2.889
2.916(2)
2.888 2.943
January 2004 (through January 9, 2004)

2.842
2.864(2)
2.842 2.886
Source: Central Bank of Brazil.
(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.
(2) Average of the lowest and highest rates in the month.
On January 9, 2004, the commercial selling rate was R$2.842 per US$1.00.

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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 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 for the CVRD Group. It is wholly owned by CVRD. Vale Overseas'
business is to borrow money outside Brazil by issuing securities to finance CVRD's activities outside Brazil or to
on-lend it to other CVRD group companies. Vale Overseas is a Cayman Islands exempted company incorporated
with limited liability. The issue of the notes will be the third borrowing by Vale Overseas.

Companhia Vale do Rio Doce
CVRD is one of the world's largest producers and exporters of iron ore and pellets, the largest diversified mining
company in the Americas by market capitalization and one of the largest companies in Brazil. CVRD holds
exploration claims that cover 7.6 million hectares (18.8 million acres). CVRD operates large logistics systems
including railroads and ports that are integrated with its mining operations. Directly and through affiliates and
joint ventures, CVRD has major investments in the energy, aluminum-related and steel businesses.
CVRD recorded consolidated gross operating revenues of US$4,282 million in 2002 and US$3,855 million in the
first nine months of 2003. Of total gross operating revenues for the first nine months of 2003, 62.9% were
attributable to sales of iron ore and pellets, 10.7% were attributable to third-party logistics services, 15.5% were
attributable to sales of aluminum-related products, 6.4% were attributable to sales of manganese and ferroalloys
and 0.5% were attributable to sales of gold. In 2002 and the first nine months of 2003, CVRD recorded
consolidated operating income of US$1,429 million and US$1,252 million, respectively, and consolidated net
income of US$680 million and US$1,278 million, respectively.
CVRD's main businesses are:

Y ferrous minerals: comprised of iron ore, pellets as well as manganese and ferroalloys businesses,

Y non-ferrous minerals: comprised of kaolin, potash, copper and gold businesses,

Y logistics: comprised of railroads, ports and terminals and shipping businesses,

Y holdings: comprised of aluminum and steel businesses, and
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Y energy: comprised of power generation businesses.
Mining
CVRD's primary mining activities involve iron ore. CVRD operates two world-class integrated systems in Brazil
for producing and distributing iron ore, each consisting of mines, railroads, port and terminal facilities. The
Southern System, based in the states of Minas Gerais and Espírito Santo, contains aggregate estimated proven
and probable iron ore reserves of approximately 2.9 billion tons with an average grade of 54% iron. The Northern
System, based in the states of Pará and Maranhão, contains aggregate estimated proven and probable

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iron ore reserves of approximately 1.5 billion tons with an average grade of 67% iron. CVRD also operates ten
pellet-producing facilities, six of which are joint ventures with international partners, and has a 50% stake in
Samarco Mineração S.A. ("Samarco"), which owns and operates two pelletizing plants. CVRD also produces
kaolin and potash. In August 2003, CVRD sold Fazenda Brasileiro, its one remaining operating gold mine. On
September 2, 2003, CVRD further expanded its iron ore and kaolin activities by acquiring control of Caemi
Mineração e Metalurgia S.A. ("Caemi"), a major Brazilian iron ore and kaolin producer, for US$426.4 million.
In addition, as part of its mineral prospecting and development activities in Brazil, CVRD has acquired extensive
experience in exploration techniques and processes specifically designed for use in tropical areas of the world.
CVRD's current mineral exploration efforts are mainly in Brazil and focus on copper, nickel, manganese, kaolin
and platinum metals. Expenditures for mineral exploration were US$50 million in 2002. CVRD currently holds
claims to explore approximately 7.6 million hectares (18.8 million acres).
Logistics
In its logistics business, CVRD provides customers with various forms of transportation and related support
services, such as warehouse, port and terminal services. CVRD is a leading competitor in the Brazilian
transportation industry. Each of its iron ore complexes incorporates an integrated railroad network linked to
automated port and terminal facilities, and is designed to provide iron ore, freight and passenger rail
transportation, bulk terminal storage and ship loading services to us and third parties. For 2002, CVRD's
railroads transported approximately 55% of the total freight tonnage transported by Brazilian railroads, or
approximately 171 million tons of cargo, of which 120 million tons were its iron ore and pellets. Of the total
amount of iron ore and other products transported, 28% was for third parties and 72% was for us. CVRD's two
wholly-owned railroads, the Vitória-Minas railroad and the Carajás railroad, serve primarily to transport its iron
ore products from interior mines to coastal port and terminal facilities. In addition, the Vitória-Minas railroad
carries significant amounts of third-party cargo as well as passengers. CVRD provides its bulk transportation
services through third parties. CVRD also holds 99.99% of Ferrovia Centro Atlântica S.A. ("FCA"), Brazil's
largest railroad, which primarily transports general cargo.
Aluminum Operations
CVRD conducts major operations in the production of aluminum-related products. They include:

Y Bauxite mining, which CVRD conducts via its 40% interest in Mineração Rio do Norte S.A.
("MRN"). MRN holds substantial bauxite reserves with a low strip ratio and high recovery rate. MRN
is the largest bauxite producer in the world and produced 9.9 million tons of bauxite in 2002. In July

2002, CVRD increased its share of the capital of Mineração Vera Cruz S.A. ("MVC") to 100%. MVC
has mining rights in the Paragominas region, in the state of Pará, and expects to begin operations there
in the first quarter of 2006.

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Y Alumina refining, which CVRD conducts via its 62.09% voting interest in its alumina refining

subsidiary, Alunorte-Alumina do Norte do Brasil S.A. ("Alunorte"). Alunorte has a nominal
production capacity of 2.375 million tons of alumina per year.

Y Aluminum metal smelting and marketing, which CVRD conducts through two aluminum smelting
joint ventures, Albras-Aluminio Brasileiro S.A. ("Albras") in which CVRD has a 51.0% interest, and
Valesul Aluminio S.A. ("Valesul") in which it has a 54.5% interest. These joint ventures have a

combined production capacity of approximately 520,000 tons of aluminum per year. CVRD's
integrated aluminum operations rank among the largest in Latin America in terms of production
volume.

S-4
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Document Outline

sec.gov
- #1">Final Prospectus Supplement