SecProbe.io

August 18 , 2015

Via E -Mail
Mr. Luciano Siani Pires
Chief Financial Officer
Vale S.A.
Avenida Graça Aranha, No. 26
20030 -900 Rio de Janeiro, RJ, Brazil

Re: Vale S.A.
 Form 20-F for the Year Ended December 31, 2014
Filed March 20 , 2015
File No. 001-15030

Dear Mr. Pires :

We have reviewed your filing an d have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 20 -F for the Year Ended December 31, 2014

Operating and Financial Review and Prospects, page 80
Results of Operations, page 86

1. We note that throughout y our discussion of your results of operations, you attribute
decreases in your operating costs and expenses to the depreciation of the Brazilian real
against the U.S. dollar. Please confirm that you will expand your discussion in future
filings to quantify the impact of changes in foreign currency translation rates to provide
investors with a better understanding of your results of operations.  Please provide us
with your planned disclosure to be included in future filings based on a comparison of
fiscal 201 4 and 2013.

Luciano Siani Pires
Vale S.A.
August 18 , 2015
Page 2

 Financial Statements
Notes to Consolidated Financial Statements , page F -14
Note 12. Investments, page F -45

2. Please expand your disclosure in future filings to define   “adjusted stockholders equity,”
“adjusted operating results” and “adjusted net income” re lated to your subsidiary and
affiliate results.  Please also tell us what these measures represent and how the measures
are used.  Provide your proposed disclosure with your response.

Note 15. Impairment, page F -49

3. We note your accounting policy indicates that you  assess whether there is evidence that
the carrying amount of long-live non -financial assets  are impaired  at each reporting date .
In 2014, you recognized impairment s relating to your Australian coal assets of $343
million, your fertilizer assets i n Brazil of $1.053 billion , your nickel assets in New
Caledonia of $238 million and the VBG’s assets in Simandou  of $1.135 billion .   Please
tell us wheth er you determined that the significant decline in iron ore prices  during 2014
represented an  indicat or of impairment and how you considered paragraph s 9 and  12 of
IAS36 in making this assessment.  Please also clarify whether you performed an
impairment test on any of your iron ore assets other than your investment in VBG in
2014.   To the extent that you di d not perform impairment tests of your iron ore assets,
please tell us why you believe testing was not necessary.

Note 16. Loans and financing, page F -52

c) Guarantees, page F -54

4. We note your disclosure indicating that debt securities issued through your who lly-owned
finance subsidiary Vale Overseas Limited are fully and unconditionally guaranteed by
Vale.  Please revise to clarify whether these wholly owned finance subsidiaries are 100%
owned finance subsidiaries.  Refer to the guidance outlined in Rule 3 -10(b)(4) of
Regulation S -X.

Note 20. Income taxes, page F -59

5. We note your income tax rate reconciliation indicates that tax rate differentials on
earnings of companies overseas have had a significant impact on your effective tax rate.
Please provide disclosure in future filings that explains how having earnings in countries
where you have different statutory tax rates impacts your effective income tax rate and
obligations. To the extent that specific countries have had a significant impact on your
effective tax rate, please disclose this information and discuss how potential changes in
such countries’ operations may impact your results of operations. Please provide your
proposed disclosure with your response.  Refer to Item 303(a)(3)(i) of Regulation S -K
and Section III.B of SEC Release No. 33 -8350.

Luciano Siani Pires
Vale S.A.
August 18 , 2015
Page 3

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manag ement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledg ing that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Joanna Lam at (202) 551 -3476 or Craig Arakawa , Accounting Branc h
Chief at (202) 551 - 3650 if you have questions regarding comments on the financial statements
and related matters.

        Sincerely,

        /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining