Table of Contents

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

March 2012

Vale S.A.

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.

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)

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)

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.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82-      .

Table of Contents

INCORPORATION BY REFERENCE

This report is incorporated by reference in our registration statements on Form F-3 filed with the U.S. Securities and Exchange Commission on November 3, 2009 (File Nos. 333-162822 and 333-162822-01) and July 6, 2009 (File Nos. 333-160448 and 333-160448-01), and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

This report also incorporates by reference the following reports, which are accordingly incorporated by reference in the registration statements on Form F-3 referred to in the preceding paragraph:

·                  our current report on Form 6-K furnished to the SEC on February 16, 2012, containing our audited consolidated financial statements as of December 31, 2011 and 2010 and for the three years ended December 31, 2011, 2010 and 2009, prepared in accordance with U.S. generally accepted accounting principles (the “Audited Financial Statements”); and

·                  our current report on Form 6-K furnished to the SEC on March 1, 2012, containing the Audited Financial Statements in XBRL format.

TABLE OF CONTENTS

2

Table of Contents

SELECTED FINANCIAL DATA

The tables below present selected consolidated financial information as of and for the periods indicated.  You should read this information together with the Audited Financial Statements.

Statement of income data

(1)   Consists of total cash paid to shareholders during the period, whether classified as dividends or interest on shareholders’ equity.

3

Table of Contents

Earnings per share

(1)          Share and per-share amounts for all periods give retroactive effect to all stock splits.  We carried out a two-for-one stock split in September 2007.

(2)          Each common ADS represents one common share and each preferred ADS represents one preferred share.

(3)          Changes in the number of shares outstanding reflect a global equity offering in July 2008 and share repurchase programs conducted from October 2008 to May 2009, from September 2010 to October 2010 and from May 2011 to November 2011.

(4)          Our distributions to shareholders may be classified as either dividends or interest on shareholders’ equity.  In many years, part of each distribution has been classified as interest on shareholders’ equity and part has been classified as dividends.

Balance sheet data

(1)          Excludes long-term debt.

(2)          Excludes current portion of long-term debt.

4

Table of Contents

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OVERVIEW

We recorded strong performance in 2011, which is reflected in all-time high figures for operating revenue, operating margin, cash generation and net earnings.  Our shipments of iron ore and pellets, which totaled almost 300 million metric tons, were our highest ever, while our sales of nickel and copper were the highest since 2008.

Vale is deeply committed to creating shareholder value, with a strong focus on efficient capital management.  To that end, we have implemented several initiatives aimed at minimizing risks of delays and cost overruns in the execution of our projects and have taken a more proactive stance towards returning excess cash to shareholders.

In successfully generating record levels of cash while prudently allocating our capital resources we continue to meet the challenge for growth companies: to finance growth, to maintain a sound balance sheet and to meet shareholders’ expectations for capital return.

Below are the main highlights of Vale’s performance in 2011:

·                  gross operating revenue of US$60.4 billion;

·                  operating income of US$30.1 billion;

·                  operating margin, measured as the ratio of operating income to net operating revenues, of 48.5% excluding the gain on the sale of our aluminum assets in February 2011;

·                  record return of capital to shareholders of US$12.0 billion, through cash dividends of US$9.0 billion, equal to US$1.74 per share, and US$3.0 billion in share repurchases;

·                  net income of US$22.9 billion, or US$4.33 per preferred and common share; and

·                  strong financial position, supported by cash holdings of US$3.5 billion, availability of significant medium and long-term credit lines and a low-risk debt portfolio.

5

Table of Contents

Demand and prices

The following table sets forth our average realized prices for our principal products for each of the periods indicated.

Iron ore and iron ore pellets

Demand for our iron ore and iron ore pellets is a function of global demand for carbon steel.  Demand for carbon steel, in turn, is strongly influenced by global industrial production.  Iron ore and iron ore pellets are priced based on a wide array of quality levels and physical characteristics.  Various factors influence price differences among the several types of iron ore, such as the iron content of specific ore deposits, the various beneficiation and purifying processes required to produce the desired final product, particle size, moisture content, and the type and concentration of contaminants (such as phosphorus, alumina and manganese ore) in the ore.  Fines, lump ore and pellets typically command different prices.

Demand for China has been a principal driver of world demand and of prices.  Chinese iron ore imports reached 686.1 million metric tons in 2011, 10.8% above the 619.1 million metric tons imported in 2010 and 9.3 % higher than 2009 levels, due mainly to the continued growth in Chinese steel production throughout 2011.  We expect China’s economic growth to continue at a high rate during 2012, mainly driven by domestic demand.

Our iron ore prices are based on a variety of pricing options, which generally use spot price indices as a basis for determining the customer price.

Manganese and ferroalloys

The prices of manganese ore and ferroalloys are mainly influenced by trends in the carbon steel market.  Ferroalloy prices are also influenced by the prices of the main production inputs, including manganese ore, power and coke.  We sell manganese ore mainly at spot prices or at prices established on a quarterly basis.  Ferroalloy prices are negotiated on a quarterly basis.

Nickel

Nickel is an exchange-traded metal, listed on the LME.  Most nickel products are priced using a discount or premium to the LME price, depending on the nickel product’s physical and technical characteristics.  Demand for nickel is strongly affected by stainless steel production, which represents, on average, 60-65% of global nickel consumption.

6

Table of Contents

We have short-term fixed-volume contracts with customers for the majority of our expected annual nickel sales.  These contracts, together with our sales for non-stainless steel applications (alloy steels, high nickel alloys, plating and batteries), provide stable demand for a significant portion of our annual production.  In 2011, 66% of our refined nickel sales were made into non-stainless steel applications, compared to the industry average for primary nickel producers of 36%, bringing more stability to our sales volumes.  As a result of our focus on such higher-value segments, our average realized nickel prices for refined nickel have typically exceeded LME cash nickel prices.

Primary nickel (including ferro-nickel, nickel pig iron and nickel cathode) and secondary nickel (i.e., scrap) are competing nickel sources for stainless steel production.  The choice between different types of primary and secondary nickel is largely driven by their relative price and availability.  In recent years, secondary nickel has accounted for about 43-48% of total nickel used for stainless steels, and primary nickel has accounted for about 52-57%.  In 2011, Chinese nickel pig iron and ferro-nickel production is estimated to have exceeded 250,000 metric tons, representing 16% of world primary nickel supply, compared to 11% of the world’s supply in 2010.

Long-term market fundamentals for nickel are expected to remain positive. While a number of nickel projects will be ramping-up in the short-term, future project development is becoming increasingly challenging.  Nickel is widely used in consumer and industrial applications, and its use tends to grow as a country’s economy develops.  We anticipate continued income growth within emerging economies will drive higher nickel consumption over the medium-term.

Copper

Growth in copper demand in recent years has been driven primarily by Chinese imports, given the important role copper plays in construction in addition to electrical and consumer applications.  Copper prices are determined on the basis of (i) prices of copper metal on terminal markets, such as the LME and the NYMEX, and (ii) in the case of intermediate products such as copper concentrate (which comprise most of our sales) and copper anode, treatment and refining charges negotiated with each customer.  Under a pricing system referred to as MAMA (“month after month of arrival”), sales of copper concentrates and anodes are provisionally priced at the time of shipment, and final prices are settled on the basis of the LME price for a future period, generally one to three months after the shipment date.

Supply growth has struggled to keep pace with growing copper demand, with average mine growth of only 1.4% per annum over the past five years.  These circumstances led to a strong 17% rise in copper prices in 2011, relative to 2010.  We anticipate market fundamentals to remain strong as demand growth continues and the supply response remains challenging.

Fertilizer nutrients

Demand for fertilizers is based on market fundamentals similar to those underlying global demand for minerals, metals and energy.  Rapid per capita income growth in emerging economies generally causes dietary changes marked by an increase in the consumption of proteins, which ultimately contributes to increased demand for fertilizer nutrients.  Demand is also driven by the demand for bio-fuels, which have emerged as an alternative source of energy to reduce world reliance on sources of climate-changing greenhouse gases, because key inputs for the production of biofuels — sugar cane, corn and palm — are intensive in the use of fertilizers.

Sales of fertilizers are mainly on a spot basis using international benchmarks, although some large importers in China and India often sign annual contracts.  Seasonality is an important factor for price determination throughout the year, since agricultural production in each region depends on climate conditions for crop production.

7

Table of Contents

Aluminum

We have a 22.0% interest in Hydro, a major aluminum producer, which we acquired in February 2011when we transferred the major part of our aluminum businesses to Hydro.  For the periods prior to the transaction, our sales of aluminum were made at prices based on the LME of the previous month.  Our sales of alumina were based on a percentage of the aluminum price traded on the LME, and our prices for bauxite were determined by a formula linked to the price of aluminum for the three-month futures contracts on the LME and to the price of alumina FOB Australia.

Coal

Demand for metallurgical coal is driven by demand for steel, with growth expected especially in Asia.  Demand for thermal coal is closely related to electricity consumption, which will continue to be driven by global economic growth, particularly in emerging market economies.  Since April 2010, prices for metallurgical coal have been established on a quarterly basis for the majority of the seaborne term contract volumes, although some sellers have begun introducing monthly pricing and a minority of the seaborne trade volumes continue to employ annual pricing.  Most of our term contracts have been priced on a quarterly basis since April 2010.  Price negotiations for thermal coal are held both on a spot and an annual basis.

Logistics

Demand for our transportation services in Brazil is primarily driven by Brazilian economic growth, mainly in the agricultural and steel sectors.  We earn our logistics revenues primarily from fees charged to customers for the transportation of cargo via our railroads, port and ships.  Our railways generate most of these revenues.  Nearly all of our logistics revenues are denominated in reais and subject to adjustments for changes in fuel prices.  Prices in the Brazilian market for railroad services are subject to ceilings set by the Brazilian regulatory authorities, but they primarily reflect competition with the trucking industry.

Production and sales volumes

Our financial performance depends, among other factors, on the volume of production at our facilities.  We publish a quarterly production report, which is available on our website and filed with the SEC on Form 6-K.  Increases in the capacity of our facilities, resulting from our capital expenditure program, have an important effect on our performance.  Our results are also affected by acquisitions and dispositions of businesses or assets, and they may be affected in the future by new acquisitions or dispositions.  We had no dispositions of businesses in 2011.

8

Table of Contents

The following table sets forth, for our principal products, the total volumes we sold in each of the periods indicated.

Currency price changes

Our results of operations are affected in several ways by changes in currency exchange rates.  The most important of these are the following:

·                  Most of our revenues are denominated in U.S. dollars, while most of our costs of goods sold are denominated in other currencies, principally the real (59% in 2011), the American dollar (19% in 2011) and the Canadian dollar (15% in 2011).  As a result, changes in exchange rates affect our costs and operating margins.  Our margins are adversely affected by a decline in the value of the U.S. dollar.

·                  Most of our long-term debt is denominated in currencies other than the real (US$14.703 billion at December 31, 2011), principally the U.S. dollar.  Because our functional currency for accounting purposes is the Brazilian real, changes in the value of the U.S. dollar against the real result in an exchange gain or loss on our net liabilities.

·                  We had real-denominated debt of US$7.997 billion at December 31, 2011.  Since most of our revenue is in U.S. dollars, we use swaps to convert our debt service from reais to U.S. dollars.  Changes in the value of the U.S. dollar against the real result in fair value variation on these derivatives, affecting our financial results.

A decline in the value of the U.S. dollar tends to result in: (i) lower operating margins and (ii) higher financial results due to currency gains on our net U.S. dollar-denominated liabilities and fair value gains on our currency derivatives.  Conversely, an increase in the value of the U.S. dollar tends to result in: (i) better operating margins and (ii) lower financial results, due to exchange losses on our net U.S. dollar-denominated liabilities and fair value losses on our currency derivatives.

The U.S. dollar depreciated against both the real and the Canadian dollar during the first half of 2011 but began to appreciate in the second half of the year, after the aggravation of the Eurozone’s debt crisis in late July.  As of December 31, 2011, the U.S. dollar had appreciated 12.1% against the real and 2.2% against the Canadian dollar relative to December 31, 2010.  The average value of the U.S. dollar in 2011, compared to 2010, was 4.8% lower against the real and 4.4% lower against the Canadian dollar.  These currency price changes affected our operating margins and resulted in higher foreign exchange gains and gains on derivatives.

9

Table of Contents

Operating expenses

Our principal operating expenses consist of: (i) cost of goods sold, (ii) selling, general and administrative expenses and (iii) research and development expenses.  Our cost of goods sold consists of costs of energy (fuel and electric energy), materials (such as components for railroad and mining equipment), outsourced services (especially ore and waste removal, transportation and maintenance), purchased products for processing or resale (such as iron ore, iron ore pellets, nickel and aluminum products), personnel, and depreciation and depletion.  Our selling, general and administrative expenses consist principally of personnel expense, sales expense and depreciation.  Our research and development expenses consist primarily of investments related to mineral exploration and studies for the development of projects, which are recorded as expenses until the economic viability of the related mining activities can be established.

10

Table of Contents

RESULTS OF OPERATIONS—2011 COMPARED TO 2010

Revenues

Our net operating revenues increased 30.2%, to US$58.990 billion, in 2011, primarily as a result of (i) higher prices for our major products, especially for iron ore and other bulk materials, (ii) the increase in nickel volumes following the end of labor strikes and resumption of our nickel production in Ontario and (iii) the inclusion of a full year of results for fertilizers compared to seven months in 2010.  These effects were partly offset by the effect of the sale of our aluminum assets in February 2011.  Of a total increase of US$13.697 billion in gross revenues, US$9.575 billion was attributable to higher prices for iron ore and iron ore pellets.

The following table summarizes our gross revenues by product and our net operating revenues for the periods indicated.

(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.

(4)          Includes kaolin, pig iron and energy.

11

Table of Contents

The following table summarizes, for the periods indicated, the distribution of our operating revenues based on the geographical location of our customers.

Revenues by segment

Bulk materials

The 30.4% increase in revenues from sales of bulk materials primarily reflected higher prices for iron ore and iron ore pellets.  Our average realized prices were up 31.5% for iron ore and 20.2% for iron ore pellets, due primarily to strong demand from China while demand remained slow elsewhere, particularly in Europe. Volume sold was also up for iron ore (0.9%) and for iron ore pellets (5.9%).

Revenues from bulk materials were also positively affected by higher prices for coal.  Our average realized prices were up 35.7% for thermal coal, based on demand from the power industry, and 56.9% for metallurgical coal, based on demand from the steel industry, especially in China.  The volume of metallurgical coal sold was adversely affected by heavy rains and flooding in Australia in the early part of 2011, while the volume of thermal coal sold increased based on higher production in Colombia and the start of production at Moatize.

Revenues from sales of both manganese and ferroalloys declined on lower prices and lower volumes sold.

Base metals

The 17.4% increase in gross revenues from sales of base metals primarily reflected higher volumes of nickel sold.  With the end of labor strikes at our production sites in Sudbury and Voisey Bay in the second half of 2010, the volume of nickel sold was 44.8% higher in 2011.  The average sale price for nickel also increased 3.2%, reflecting an increase in the LME price due to continued strong demand.  Revenues from sales of copper concentrate were also higher, based on higher prices.  These effects were partly offset by the sale of our aluminum business in February 2011, because for 2011 we had only two months of aluminum sales.

12

Table of Contents

Fertilizers

We acquired our principal phosphate operations in May 2010, and the 92.1% increase in revenues from sales of fertilizers in 2011 primarily reflects a full year of these operations compared to seven months in 2010.  In addition, prices were up for both phosphates (13.1% higher average realized price) and nitrogen (35.7% higher average realized price), due to strong demand especially from the Brazilian agricultural sector.

Logistics

Gross revenues from sales of logistics services increased 17.8%.  Revenues from railroad transportation increased 14.3%.  Revenues from port operations increased 30.6% due to higher imports for the steel industry.

Operating costs and expenses

Cost of goods sold

The following table summarizes the components of our cost of goods sold for the periods indicated.

·                  The largest factors in the 25.3% increase in cost of goods sold were the resumption of normal nickel operations in Ontario, the inclusion of a full year of the phosphate business acquired in 2010 and the start-up of Onça Puma, a nickel project in Brazil.  Out of the total increase of US$4.759 billion, these three factors accounted for US$3.501 billion.  Additional important factors were the appreciation on average of the Brazilian real against the U.S. dollar during 2011, which accounted for US$764 million

13

Table of Contents

of additional cost of goods sold, and higher sales volumes, which accounted for US$268 billion of additional cost of goods sold.

·                  The increases in costs of goods sold attributable to the resumption of Ontario operations and the start-up of Onça Puma were primarily in the following line items:  outsourced services (US$441 million), materials (US$367 million), energy (US$242 million), personnel (US$492 million) and depreciation (US$502 million).

·                  The increases in costs of goods sold attributable to the full year of fertilizer operations were primarily in the following line items: outsourced services (US$277 million), materials (US$656 million), energy (US$237 million), personnel (US$159 million) and depreciation (US$230 million), partially offset by the purchase price allocation in inventories in connection with our acquisition in 2010.

·                  The increases in costs were partially offset by the sale of our aluminum assets, which reduced costs by US$1.819 billion, primarily in these line items:  energy costs (US$712 million), materials (US$494 million) and product acquisitions (US$268 million). The reduction in energy costs was particularly significant.

·                  These factors were partially offset by our efforts to reduce costs by optimizing the flow of materials, optimizing plant and labor utilization, and cutting administrative costs, among other measures.

·                  In addition to the general factors described above:  (i) higher outsourced services costs were affected by increased freight prices, (ii) higher costs for acquisition of products from third parties reflected higher nickel purchases because of operational problems at the Copper Cliff smelter and higher prices of iron ore and iron ore pellets, and (iii) higher personnel costs reflected the signing of a new collective agreement in Brazil.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by 37.2%, or US$633 million, as the result of higher head count due to acquisitions, the signing of a new collective bargaining agreement in Brazil and the appreciation of the Brazilian real against the U.S. dollar.

Research and development expenses

Research and development expenses increased by 90.7%, which reflects expenditures for feasibility and other studies for new projects, mineral exploration, natural gas exploration and the development of new processes and technological improvements.

Other costs and expenses

Other costs and expenses increased by US$605 million, mainly due to pre-operating and start-up expenses related to our Onça Puma and Vale New Caledonia projects and contingency expenses.

14

Table of Contents

Operating income by segment

The following table provides information about our operating income by segment and as a percentage of revenues for the years indicated.