Edgar Filing: Companhia Vale do Rio Doce

Date: October 23, 2008

COMPANHIA VALE DO RIO DOCE

(Registrant)

/s/ Roberto Castello Branco

Roberto Castello Branco

Director of Investor Relations

6-K

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

October 2008

Companhia Vale do Rio Doce

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.)

(Check One) Form 20-F þ Form 40-F o

(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))

(Check One) Yes o No þ

(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))

(Check One) Yes o No þ

(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.)

(Check One) Yes o No þ

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

Table of Contents

Press Release

Signature Page

Filed at CVM and SEC on 10/23/2008

Gerência Geral de Controladoria - GECOL

CONTENTS


A- Quarterly Information			3

1- Balance Sheet			3

2- Statement of Income			4

3- Statement of Changes in Stockholders’ Equity			5

4- Statement of Cash Flows			6

5- Notes to the Quarterly Information at September 30, 2008 and 2007			7

5.1- Operations			7

5.2- Presentation of Quarterly information			7

5.3- Accounting Pronouncements Recently-issued by Comissão de Valores Mobiliários			7

5.4- Principles and Practices of Consolidation			8

5.5- Summary of significant Accounting Policies			8

5.6- Cash and Cash Equivalents			8

5.7- Inventories			8

5.8- Taxes to recover or offset			9

5.9- Income Tax and Social Contribution			9

5.10- Investments			10

5.11- Intangible			10

5.12- Property, Plant and Equipment			11

5.13- Loans and Financing			11

5.14- Contingent Liabilities			13

5.15- Provision for asset retirement obligations			14

5.16- Pension Plan			15

5.17- Paid-up Capital			16

5.18- Resources linked to future mandatory conversion in shares			16

5.19- Incentives of long stated period			17

5.20- Treasury Stock			17

5.21- Remuneration of Stockholders			17

5.22- Financial Results			18

5.23- Financial Instruments — Derivatives			19

5.24- Selling, Administrative, Other Operating Expenses and Non Operating Income			25

6- Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies			27

7- Report of the Independent Accountants			28


B- Additional Information			30

8- Cash Generation (unaudited)			30

9- Management’s Discussion and Analysis of the Operating Results in September 30, 2008			31

9.1- Consolidated			32

9.1.1-Gross revenue			32

9.1.2-Cost of products and services			34

9.1.3-Selling and administrative expenses			34

9.1.4-Research and development			34

9.1.5-Other operating expenses			34

9.1.6-Net financial results			34

9.1.7-Income tax and social contribution			35

9.2- Parent Company			35

9.2.1-Gross revenue			35

9.2.2-Cost of products and services			35

9.2.3-Gross margin			35

9.2.4-Equity Results			35

9.2.5-Selling and administrative expenses			35

9.2.6-Research and development			35

9.2.7-Other operating expenses (income)			35

9.2.8-Net financial results			35

9.2.9-Income tax and social contribution			35

10- Board of Directors, Fiscal Council, Advisory Committees and Executive Officers			36

A- Quarterly Information

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)

1- Balance Sheet


Balance in	In thousands of reais
			Consolidated					Parent Company
	Notes		09/30/08			06/30/08		09/30/08			06/30/08
Assets
Current assets
Cash and cash equivalents				28,384,635			3,746,385		19,160,054			295,703
Short term investments				1,213,430			—		1,213,430			—
Accounts receivable from customers				11,187,568			8,106,302		6,230,109			2,947,123
Related parties				179,057			56,741		1,232,842			1,436,829
Inventories		5.7		8,458,648			7,304,550		2,269,560			2,218,292
Taxes to recover or offset		5.8		2,902,071			2,093,228		1,541,052			965,368
Deferred income tax and social contribution				1,646,054			708,765		1,556,327			408,021
Others				1,474,043			1,133,579		693,301			500,928

				55,445,506			23,149,550		33,896,675			8,772,264

Non-current assets
Long-term receivables
Related parties				152			148		3,382,922			3,389,169
Loans and financing				169,660			163,302		125,520			122,112
Deferred income tax and social contribution				233,070			—		57,726			—
Judicial deposits				1,691,637			1,598,258		1,127,399			1,066,029
Taxes to recover or offset		5.8		461,353			532,117		163,779			179,194
Advances to energy suppliers				968,622			984,502		—			—
Provisions for derivatives		5.23		393,153			1,969,432		375,172			1,779,452
Prepaid expenses				362,900			412,869		—			—
Others				618,727			359,787		207,170			209,128

				4,899,274			6,020,415		5,439,688			6,745,084

Investments		5.10		2,222,574			2,366,521		78,176,734			65,624,124
Intangibles		5.11		11,177,271			11,170,069		10,428,215			10,498,516
Property, plant and equipment		5.12		100,406,663			91,089,527		30,988,396			29,899,395
Deferred charges				89,149			105,401		—			—

				113,895,657			104,731,518		119,593,345			106,022,035

				174,240,437			133,901,483		158,929,708			121,539,383

Liabilities, and stockholders’ equity
Current liabilities
Short-term debt		5.13		1,305,374			1,202,225		—			—
Current portion of long-term debt		5.13		1,491,610			1,171,618		783,282			550,930
Payable to suppliers and contractors				5,570,515			4,296,165		2,674,342			2,046,481
Related parties				22,054			30,098		7,858,277			7,815,180
Payroll and related charges				1,408,477			1,165,797		886,396			662,305
Pension Plan		5.16		262,198			240,370		95,536			101,776
Proposed dividends and interest on stockholders’ equity				2,646,165			2,646,165		2,646,165			2,646,165
Provision for income tax				1,396,487			1,740,225		—			638,556
Taxes, contributions and royalties				440,038			581,154		64,957			32,264
Provisions for derivatives		5.23		185,729			631,058		13,122			45,453
Ferrovia Norte Sul subconcession				443,958			420,385		—			—
Others				1,972,491			1,319,371		400,583			433,401

				17,145,096			15,444,631		15,422,660			14,972,511

Non-current liabilities
Long-term debt		5.13		36,670,758			32,362,210		10,715,279			10,707,375
Related parties				63			—		31,958,253			26,629,721
Provisions for contingencies		5.14		2,773,853			2,602,328		1,558,451			1,462,515
Deferred income tax and social contribution				7,677,883			7,079,124		497,057			373,188
Pension Plan		5.16		3,672,825			3,131,567		530,102			536,268
Provision for asset retirement obligations		5.15		1,798,122			1,645,023		869,427			841,868
Ferrovia Norte Sul subconcession				443,958			420,385		—			—
Others				2,891,458			2,114,051		1,826,960			1,827,934

				55,928,920			49,354,688		47,955,529			42,378,869

Deferred income				93,628			44,286		—			—

Minority interest				5,521,274			4,869,875		—			—

Stockholders’ equity
Paid-up capital		5.17		47,434,193			28,000,000		47,434,193			28,000,000
Resources linked to the future mandatory conversion in shares		5.18		(160,771	)		3,063,833		(160,771	)		3,063,833
Equity assessnent adjust				3,063,833			332,654		3,063,833			332,654
Revenue reserves				(10,643	)		32,791,516		(10,643	)		32,791,516

				50,326,612			64,188,003		50,326,612			64,188,003

				129,015,530			133,901,483		113,704,801			121,539,383

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)

2- Statement of Income


Periods ended in												In thousands of reais
			Consolidated															Parent Company
												Accumulated						Accumulated
	Notes		3Q/08			2Q/08			3Q/07			09/30/08			09/30/07			09/30/08			09/30/07
Operating revenues
Ore and metals		9.1.1 e 9.2.1		17,875,129			15,876,401			13,231,562			45,698,681			42,397,206			22,750,229			14,979,229
Transport services				1,033,619			932,014			893,945			2,752,479			2,653,356			1,561,782			1,458,310
Sales of aluminum-related products				1,545,540			1,300,993			1,357,642			4,018,390			4,281,992			250,471			170,041
Sales of steel products				366,950			357,209			317,646			1,044,348			982,716			—			—
Other products and services				565,442			417,844			236,403			1,306,301			547,869			316,326			81,586

				21,386,680			18,884,461			16,037,198			54,820,199			50,863,139			24,878,808			16,689,166
Value Added taxes				(688,679	)		(549,165	)		(416,598	)		(1,662,162	)		(1,184,567	)		(1,217,996	)		(882,133	)

Net operating revenues				20,698,001			18,335,296			15,620,600			53,158,037			49,678,572			23,660,812			15,807,033


Cost of products and services		9.1.2 e 9.2.2
Ores and metals				(6,388,389	)		(5,858,827	)		(5,409,179	)		(17,913,686	)		(16,543,333	)		(10,856,551	)		(8,592,502	)
Transport services				(594,390	)		(560,210	)		(519,736	)		(1,646,930	)		(1,608,032	)		(703,096	)		(554,073	)
Aluminum-related products				(1,050,151	)		(918,014	)		(785,512	)		(2,773,997	)		(2,392,638	)		(278,141	)		(88,143	)
Steel products				(309,231	)		(291,826	)		(309,827	)		(898,825	)		(921,503	)		—			—
Other products and services				(299,622	)		(262,560	)		(243,034	)		(811,305	)		(458,085	)		(129,456	)		(31,661	)

				(8,641,783	)		(7,891,437	)		(7,267,288	)		(24,044,743	)		(21,923,591	)		(11,967,244	)		(9,266,379	)


Gross profit				12,056,218			10,443,859			8,353,312			29,113,294			27,754,981			11,693,568			6,540,654

Gross margin				58.2	%		57.0	%		53.5	%		54.8	%		55.9	%		49.4	%		41.4	%

Operating expenses
Selling and Administrative		9.1.3, 9.2.5 e 5.24		(670,546	)		(631,544	)		(581,362	)		(1,901,939	)		(1,750,188	)		(942,892	)		(726,217	)
Research and development		9.1.4 e 9.2.6		(559,096	)		(462,937	)		(390,859	)		(1,353,039	)		(935,305	)		(753,146	)		(473,635	)
Other operating expenses		9.1.5, 9.2.7 e 5.24		(716,657	)		(149,365	)		(396,046	)		(1,223,485	)		(810,064	)		(327,013	)		(160,919	)

				(1,946,299	)		(1,243,846	)		(1,368,267	)		(4,478,463	)		(3,495,557	)		(2,023,051	)		(1,360,771	)

Operating profit before financial results and results of equity investments				10,109,919			9,200,013			6,985,045			24,634,831			24,259,424			9,670,517			5,179,883


Results of equity investments		9.2.4
Gain on investments accounted for by the equity method		5.10		48,682			69,448			44,230			163,171			97,391			9,911,806			17,234,428
Provision for losses				—			—			—			—			—			38,288			40,710
Exchange variation in stockholders ´equity and goodwill of													—						—
companies abroad				1,341,430			(676,644	)		(343,329	)		559,715			(956,853	)		4,740,404			(7,908,172	)
Amortization of goodwill		5.11		(352,684	)		(336,215	)		(344,579	)		(1,078,049	)		(971,744	)		(1,078,048	)		(964,839	)

				1,037,428			(943,411	)		(643,678	)		(355,163	)		(1,831,206	)		13,612,450			8,402,127

Financial results, net		9.1.6, 9.2.8 e 5.22		1,312,234			(889,857	)		137,949			(1,633,790	)		(117,407	)		(3,384,194	)		2,882,172
Non-operating income		5.24		—			—			196,870			138,879			1,457,636			—			1,300,726

Income before income tax and social contribution				12,459,581			7,366,745			6,676,186			22,784,757			23,768,447			19,898,773			17,764,908
Income tax and social contribution		9.1.7, 9.2.9 e 5.9		111,364			(2,571,182	)		(1,632,336	)		(3,129,701	)		(6,902,695	)		(639,505	)		(2,169,014	)

Income before minority interests				12,570,945			4,795,563			5,043,850			19,655,056			16,865,752			19,259,268			15,595,894
Minority interest				(137,558	)		(222,577	)		(385,119	)		(395,788	)		(1,269,858	)		—			-

Net income for the period				12,433,387			4,572,986			4,658,731			19,259,268			15,595,894			19,259,268			15,595,894

Number of shares outstanding at the end of the period (in thousands) (a)				5,278,381			4,832,391			4,832,391			5,278,381			4,832,391			5,278,381			4,832,391


Net earnings per share outstanding at the end of the period (R$)				2.36			0.94			0.96			3.65			3.23			3.65			3.23

The additional information, notes and attachment I are an integral part of the quarterly information


(a)		Includes 30,341,144 and 56,582,040 preferred and common shares, respectively, linked to issue of mandatory convertible notes, (see note 5.18).

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)

3- Statement of Changes in Stockholders’ Equity


Balance in	In thousands of reais
											Revenue reserves
			Accounting			Resources linked to		Equity
			standards			mandatory conversion in		assessnent			Expansion/			Treasury			Unrealized						Fiscal
	Paid-up capital		harmonization			shares		adjust			Investments			stock			income			Legal			incentives			Retained earnings			Total
December 31, 2006		19,492,401		—			—		—			18,108,363			(790,308	)		122,500			2,070,962			92,840			—			39,096,758

Net income for the period		—		—			—		—			—			—			—			—			—			20,005,562			20,005,562
Capitalization of reserves		8,507,599		—			—		—			(7,672,690	)		—			—			(751,545	)		(83,364	)		—			—
Realization of reserves		—		—			—		—			—			—			(61,617	)		—			—			61,617			—
Exchange — Samitri shares of incorporated companies		—		—			—		—			—			84			—			—			—			—			84
Interim dividends		—		—			—		—			(370,050	)		—			—			—			—			(14,402	)		(384,452	)
Stockholder’s remuneration proposed		—		—			—		—			—			—			—			—			—			(4,752,323	)		(4,752,323	)
Resources linked to mandatory conversion in shares		—		—			3,063,833		—			—			—			—			—			—			—			3,063,833
Appropriation to revenue reserves		—		—			—		—			14,219,808			—			—			1,000,278			80,368			(15,300,454	)		—

December 31, 2007		28,000,000		—			3,063,833		—			24,285,431			(790,224	)		60,883			2,319,695			89,844			—			57,029,462
Net income for the period		—										—			—			—			—			—			2,252,895			2,252,895
Exchange — Samitri shares of incorporated companies		—										—			6			—			—			—			—			6

March 31, 2008		28,000,000		—			3,063,833		—			24,285,431			(790,218	)		60,883			2,319,695			89,844			2,252,895			59,282,363

Net income for the period		—		—			—		—			—			—			—			—			—			4,572,986			4,572,986
Unrealized results on available - for — sale securities		—		—			—		332,654			—			—			—			—			—			—			332,654

June 30, 2008		28,000,000		—			3,063,833		332,654			24,285,431			(790,218	)		60,883			2,319,695			89,844			6,825,881			64,188,003

Net income for the period		—		—			—		—			—			—			—			—			—			12,433,387			12,433,387
Exchange — Samitri shares of incorporated companies		—		—			—		—			—			4			—			—			—			—			4
Accounting standards harmonization		—		(160,771	)		—		—			—			—			—			—			—			—			(160,771	)
Unrealized results on available - for — sale securities		—		—			—		(343,297	)		—			—			—			—			—			—			(343,297	)
Capital increase		19,434,193		—			—		—			—			—			—			—			—			—			19,434,193

September 30, 2008		47,434,193		(160,771	)		3,063,833		(10,643	)		24,285,431			(790,214	)		60,883			2,319,695			89,844			19,259,268			95,551,519

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)

4- Statement of Cash Flows


Periods ended in	In millions of reais
	Consolidated															Parent Company
	Acumulado															Acumulado
	3Q/08			2Q/08			3Q/07			09/30/08			09/30/07			09/30/07			09/30/07
Net income for the period
Adjustments to reconcile net income for the period with cash provided by opera		12,433,387			4,572,986			4,658,731			19,259,268			15,595,894			19,259,268			15,595,894

Results of equity investments
Sale of assets		(1,037,428	)		943,411			643,678			355,163			1,831,206			(13,612,450	)		(8,402,127	)
Depreciation, amortization and depletion		—			—			(196,870	)		(138,879	)		(1,457,636	)		—			(1,300,726	)
Deferred income tax and social contribution		1,226,887			1,250,502			998,881			3,790,317			2,819,102			1,275,893			1,036,092
Financial expenses and monetary and exchange rate variations on assets an		(945,146	)		528,310			(492,539	)		(954,682	)		(1,325,921	)		(758,742	)		(379,998	)
Minority interest		(688,526	)		(165,028	)		(1,773,001	)		(931,509	)		(3,144,942	)		2,560,538			(5,209,484	)
Disposal of property, plant and equipment		137,558			222,577			385,119			395,788			1,269,858			—			—
Amortization of goodwill in the cost of products sold		462,577			121,400			21,800			711,797			538,081			502,445			430,846
Non recurring item — goodwill of Samitri		—			—			—			—			51,416			—			51,366
Dividends/interest on stockholders’ equity received		1,402,071			(1,198,987	)		(644,342	)		750,755			(1,109,057	)		394,476			(1,261,507	)
Others		15,228			22,866			13,084			38,094			58,553			723,621			1,761,865
Decrease (increase) in assets:		143,817			(55,419	)		103,485			175,450			278,570			82,758			433,399

		13,150,425			6,242,618			3,718,026			23,451,562			15,405,124			10,427,807			2,755,620


Accounts receivable
Inventories		(2,924,362	)		(1,335,306	)		1,267,804			(3,882,350	)		1,010,025			(3,851,208	)		(574,156	)
Advances to energy suppliers		(1,195,184	)		(253,545	)		(601,873	)		(1,300,659	)		(922,668	)		(157,644	)		(451,840	)
Others		15,880			(29,157	)		16,740			47,638			(116,783	)		—			—
Increase (decrease) in liabilities:		(1,461	)		236,841			292,224			(153,900	)		(165,126	)		(413,267	)		423,634

		(4,105,127	)		(1,381,167	)		974,895			(5,289,271	)		(194,552	)		(4,422,119	)		(602,362	)


Suppliers and contractors
Payroll and related charges		591,468			171,349			194,026			749,559			798,566			664,500			409,537
Taxes and contributions		230,069			268,704			225,714			50,176			57,319			109,070			102,807
Others		9,051			1,556,723			1,100,160			172,128			1,326,508			148,891			424,769
Net cash provided by operating activities		(6,859	)		(735,667	)		(661,163	)		(792,565	)		(354,538	)		(376,480	)		743,567

		823,729			1,261,109			858,737			179,298			1,827,855			545,981			1,680,680


Cash flows from investing activities:		9,869,027			6,122,560			5,551,658			18,341,589			17,038,427			6,551,669			3,833,938


Loans and advances receivable
Cash and cash equivalents		(1,213,430	)		—			—			(1,213,430	)		—			(1,213,430	)		—
Guarantees and deposits		(33,780	)		(26,640	)		6,344			(23,934	)		71,112			(249,260	)		365,560
Additions to investments		(50,098	)		(17,282	)		(27,562	)		(128,595	)		(166,477	)		(99,819	)		(126,147	)
Additions to property, plant and equipment		(146,660	)		(13,744	)		(32,267	)		(178,984	)		(129,512	)		(749,067	)		(1,529,298	)
Proceeds from disposal of property, plant and equipment/investments		(2,965,066	)		(3,619,924	)		(3,049,912	)		(9,692,610	)		(8,870,257	)		(4,279,644	)		(2,719,178	)
the cash of subsidiary		—			—			198,107			370,501			1,500,340			—			1,855,625

Net cash used in investing activities		—			—			—			—			(6,404,069	)		—			—

Cash flows from (used in) financing activities:		(4,409,034	)		(3,677,590	)		(2,905,290	)		(10,867,052	)		(13,998,863	)		(6,591,220	)		(2,153,438	)


Short-term debt additions
Short-term debt repayments		205,334			705,367			1,069,785			2,539,515			5,985,344			3,153,575			2,696,053
Long-term debt		(187,299	)		(869,076	)		(974,580	)		(2,356,945	)		(6,983,674	)		(3,363,833	)		(1,557,125	)
Repayments:		147,536			507,102			159,074			3,117,522			14,471,978			3,422,255			16,551,867
Issue of convertible notes, in preferred share’s		—			—			—			—			2,481,454			—			—
Related parties		—			—			—			—			1,119,448			—			—
Issue of convertible notes, in common share’s
Financial institutions		—			—			—			—			—			—			(67,166	)
Interest on stockholders’ equity paid to stockholders and dividends		(260,740	)		(1,068,375	)		(1,674,798	)		(1,543,090	)		(22,796,094	)		(1,323,825	)		(17,663,923	)
Treasury stock		—			(2,248,245	)		—			(2,248,245	)		(2,218,024	)		(2,109,750	)		(1,669,057	)
Capital increase		19,273,422			—			—			19,273,422						19,273,422
Net cash provided by (used in) financing activities		4			—			3			10			84			10			84

Increase (decrease) in cash and cash equivalents		19,178,257			(2,973,227	)		(1,420,516	)		18,782,189			(7,939,484	)		19,051,854			(1,709,267	)



Initial cash in new consolidated subsidiary		24,638,250			(528,257	)		1,225,852			26,256,726			(4,899,920	)		19,012,303			(28,767	)
Cash and cash equivalents, end of the period		3,746,385			4,274,642			3,652,203			2,127,909			9,777,975			120,188			203,090
Cash and cash equivalents, beginning of the period		—			—			—			—			—			27,563			—

Cash paid during the period for:		28,384,635			3,746,385			4,878,055			28,384,635			4,878,055			19,160,054			174,323

Short-term interest

Long-term interest		(6,886	)		(25,556	)		(23,492	)		(66,011	)		(124,982	)		(93,620	)		(87,588	)
Income tax and social contribution		(498,135	)		(584,351	)		(622,818	)		(1,576,730	)		(1,855,774	)		(1,906,367	)		(1,934,331	)
Non-cash transactions:		(2,124,844	)		(351,924	)		(986,218	)		(5,406,818	)		(4,857,954	)		(1,707,112	)		(1,504,897	)

Additions to property, plant and equipment — interest capitalization
Transfer of advance for future capital increase to investments		(235,411	)		(28,633	)		7,285			(275,576	)		(258,245	)		(175,787	)		(178,756	)
Transfer of advance for future capital increase to investments					—			—			—			—			(271,173	)		(24,760	)
Compensated income tax and social contribution		(229,177	)		—			(516,382	)		(375,303	)		(1,390,349	)		—			(1,045,539	)

(A free translation of the original in Portuguese relating to the Quarterly Information prepared in thousands accordance with the requirements of Accounting Practices Generally Accepted in Brazil)

5- Notes to the Quarterly Information at September 30, 2008 and 2007

Expressed In thousands of reais

5.1- Operations

Companhia Vale do Rio Doce (Vale) is a publicly limited liability corpany whose predominant activities are mining, processing and sale of iron ore, pellets, copper concentrate and potash, as well as logistic services, power generation and mineral research and development. In addition, through its direct and indirect subsidiaries and jointly controlled companies, operates in iron ore and pellets, nickel, copper, precious metals, cobalt (by product), manganese and ferroalloys, kaolin, coal, steel, aluminum-related products and logistics.

5.2- Presentation of Quarterly information

The quarterly information has been prepared in conformity with accounting practices followed in Brazil, based on corporate legislation, as well as the rules and guidelines issued by the Comissão de Valores Mobiliários — CVM (Brazilian Securities Commission).

As part of the quarterly information, the Company presents as complemental information the calculation of the earnings before financing results, equity results, income tax and social contribution, depreciation and amortization – LAJIDA (EBITDA)

Although the EBITDA, as defined before, does not provide valuation for operational cash flow for Brazilian accounting principles, it is often used by financial analysts on valuation of business and The Company Management uses this indicator to measure operational performance.

5.3- Accounting Pronouncements Recently-issued by Comissão de Valores Mobiliários

On December 28, 2007, Law 11638 was enacted, altering, revoking and adding new provisions to the Brazilian Corporate Law, especially with respect to chapter XV, Fiscal Year and Financial Statements, effective for fiscal years beginning on or after January 1, 2008. Said Law was designed primarily to update accounting practices as contemplated by Brazilian Corporate Law, so as to enable the convergence of Brazilian accounting practices with International Financial Reporting Standards (IFRS).

The full convergence with international accounting standards is still subject to regulation by CVM.

In line with this regulation process, on January 29, 2008, CVM issued Resolution No. 534, approving technical pronouncement CPC 02 (by the Accounting Pronouncements Committee), which addresses the effects of changes in exchange rates and remeasurement of financial statements. Accordingly, the effects of exchange variation on investments abroad will be recognized directly in shareholders’ equity as from the annual report for the year ending December 31, 2008, so if this pronouncement will be maintained the net income will be adjusted by this amounts. Had the Company already adopted this Resolution, the statement of income for the reporting periods would be affected as follows:

2008

3Q/08

2Q/08

09/30/08

Net income

12,433

4,573

19,259

Variação cambial de investimentos

(5,933

)

4,655

(449

)

Net income

6,500

9,228

18,810

With respect to ongoing process of convergence, it is expected that as from of 2009, the income of statement will not be affected by the treatment of goodwill amortization generated in the process of acquiring companies, which in 2008 represented an expense of R$ 1,078,048 (R$ 352,684 in 3Q08).

On May 02, 2008, CVM issued the Instruction No 469/08 in dealing with the implementation of Law 11.638, setting the mandatory application on quarterly information of the changes made directly by the Law.

The accounting practices already introduced by the Law had no impact on the quarterly information submitted, however according to their regulations by CVM the accounting information may require adjustments.

5.4- Principles and Practices of Consolidation

The consolidated quarterly information shows the balances of assets and liabilities on 09/30/2008 and 06/30/2008, and of the quarterly periods ended on 09/30/2008, 06/30/2008 and 09/30/2007, of Parent Company operations, its direct and indirect subsidiaries and its jointly-controlled companies. The principal figures of the subsidiaries and jointly-controlled companies individual quartely information included in the consolidation are presented in Attachment I.

The Company Investments in hydroelectric projects are made by the consortium contracts to participate in the Company’s liabilities and expenses, which is based on proportional participation by the quota holding on power output. The Company does not have joint responsibility for any obligation. Since there is no separated legal entity for the project, there are no separated financial statements, income tax return, net income or shareholders’ equity. The Brazilian legislation clearly states that there is no separate entity under the terms of consortium contract. Thus the Company recognizes the proportional participation of costs and its undivided participation in assets related to hydroelectric projects.

There were no changes in the practices of consolidation of the Company since 12/31/2007.

5.5- Summary of significant Accounting Policies

(a)		The Statements has been prepared with the same principles, methods and criteria consistent of the ones adopted in the period ended 12/31/07, except in the cases especified in the notes;

(b)		In preparing the condensed consolidated financial statements, the company is required to use estimates to account for certain assets, liabilities, and transactions. Therefore the consolidated financial statements include various estimates concerning the selection of useful lives of property, plant and equipment, provisions for losses on assets, contingent liabilities, operational provisions and other similar evaluations. Actual results may vary from the estimates; and

(c)		The rights and obligations in foreign currencies are demonstrated to the effective exchange rates of the Financial Statements R$ 1,9143 to US$ 1,00 on 09/30/08 (R$ 1,8389 to US$ 1,00 on 09/30/07) and in national currency, when applicase, are actualized monetarily according the contractual bases. On 10/20/03 the exchange rate was R$ 2,118 to US$ 1,00 representing a Real depreciation of approximately 10,64% in relation the 09/30/08. The quarterly information hold been prepared in accordance the account policies therefore do not show the changes effect in the exchange rates after the balance sheet date.

5.6- Cash and Cash Equivalents


	Consolidated				Parent Company
	30/09/2008		30/06/2008		30/09/2008		30/06/2008
Cash and bank accounts		1,152,556		1,095,644		65,208		55,209
Marketable securities linked to the interbank deposit certificate rate		13,896,171		998,060		12,918,673		240,494
Time deposits / Overnight		9,482,960		1,115,253		7,389,603		—
Fixed-yield bond investments (funds)		4,998,982		497,447		—		—
Others		67,396		39,981		—		—

		29,598,065		3,746,385		20,373,484		295,703

The increase primarily relates to the application of financial resources obtained through the global offering occurred in August 2008 (note 5.17)

5.7- Inventories


	Consolidated				Parent Company
	09/30/08		06/30/08		09/30/08		06/30/08
Finished products
. Nickel, co-products and sub products Inco		3,567,664		2,939,393		—		—
. Iron ore and pellets		1,278,844		1,291,685		1,101,113		1,095,671
. Manganese and ferroalloys		237,877		262,958		—		—
. Aluminum products		343,311		313,274		25,562		25,926
. Copper		46,282		49,532		46,282		49,532
. Steel products		81,475		53,331		—		—
. Other		175,088		155,922		78,958		62,622

		5,730,541		5,066,095		1,251,915		1,233,751

Spare parts and maintenance supplies		2,728,107		2,238,455		1,017,645		984,541


		8,458,648		7,304,550		2,269,560		2,218,292

5.8- Taxes to recover or offset


	Consolidated				Parent Company
	09/30/08		06/30/08		09/30/08		06/30/08
Income tax		1,590,574		680,965		1,024,061		424,521
Value-added tax — ICMS		728,810		659,541		446,791		464,020
PIS and COFINS		952,448		898,531		180,116		200,003
INSS		39,755		25,067		22,031		24,708
Others		51,837		361,241		31,832		31,310


Total		3,363,424		2,625,345		1,704,831		1,144,562


Current		2,902,071		2,093,228		1,541,052		965,368
Non-current		461,353		532,117		163,779		179,194

		3,363,424		2,625,345		1,704,831		1,144,562

5.9- Income Tax and Social Contribution

The amounts reported as income tax and social contribution, which affected the results for the period, are as follows:


	Consolidated															Parent Company
	Trimestres (Não revisado)									Acumulado						Acumulado
	3Q/08			2Q/08			3Q/07			09/30/08			09/30/07			09/30/07			09/30/07
Income before income tax and social contribution		12,459,581			7,366,745			6,676,186			22,784,757			23,768,447			19,898,773			17,764,908
Results of equity investment		(1,037,428	)		943,411			643,678			355,163			1,831,206			(13,612,450	)		(8,402,127	)

		11,422,153			8,310,156			7,319,864			23,139,920			25,599,653			6,286,323			9,362,781

Income tax and social contribution at combined tax rates		34	%		34	%		34	%		34	%		34	%		34	%		34	%


Federal income tax and social contribution at statutory rates		(3,883,532	)		(2,825,453	)		(2,488,754	)		(7,867,573	)		(8,703,882	)		(2,137,350	)		(3,183,346	)

Adjustments that affects the basis of taxes:

Income tax benefit from interest on stockholders’ equity		286,675			286,674			209,497			868,960			635,019			868,960			635,019
Fiscal incentives		15,624			118,398			45,522			160,504			243,507			90,516			110,814
Results of overseas companies taxed by different rates wich diference than the parent company rate		3,612,745			(29,133	)		555,278			4,034,511			1,155,666			—			—
Reduced incentive rate		29,105			44,964			17,978			90,906			62,625			—			—
Others		50,747			(166,632	)		28,143			(417,009	)		(295,630	)		538,369			268,499


Income tax and social contribution		111,364			(2,571,182	)		(1,632,336	)		(3,129,701	)		(6,902,695	)		(639,505	)		(2,169,014	)

The deferred assets and liabilities related to income tax and social contribution arising from tax losses, negative social contribution bases and temporary differences are recognized from an accounting standpoint considering an analysis of likely future results, based on economic and financial projections prepared based on internal assumptions and macroeconomic, commercial and fiscal scenarios which could change in the future.

Vale has certain tax incentives of reduction and exemption of income taxes. The incentives are calculated based on exploration profit and are based on the production levels recognized and incentive to the defined periods of each product and expire from 2008 to 2013. An amount equal to the tax saving must be appropriated to a reserve account with in stockholders’ equity and may not be distributed in the form of cash dividends.

Vale also has also tax incentives related to Goro Project in New Caledonia. These incentives include an income previsions tax exemption during the construction phase of the project and throughout a 15-year period commencing in the first year in which commercial production, as defined by the applicable legislation, is achieved followed by a five-year, 50 per cent income tax exemption.

In addition, Goro qualifies for certain exemptions from indirect taxes such as import duties during the construction phase of the commercial life of the project. Certain of these tax benefits, including the income tax exemption, are subject to an earlier phase out should the project achieve a specified cumulative rate of return. Vale is subject to a branch profit tax commencing in the first year in which commercial production is achieved, as defined by the applicable legislation. To date, there has been no net income for New Caledonia tax purposes. The benefits of this legislation are expected to apply with respect to any taxes otherwise payable once the Goro project is in operation.

5.10- Investments

Consolidated


					Equity Results
	Investments				Trimestres (Não revisado)							Acumulado
	09/30/08		06/30/08		3Q/08			2Q/08		3Q/07		09/30/08			09/30/07
Investimentos avaliados a mercado ( a )
Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS (b)		380,160		750,408		15,168			17,525		13,084		32,693			24,255
ThyssenKrupp CSA — Cia Siderúrgica		848,979		737,548		—			—		—		—			—
Mirabela Nickel Ltd		81,375		112,038		—			—		—		—			—
Hudbay Minerals Inc.		43,179		75,397		—			—		—		—			—
Heron Resources Inc		13,846		18,896		—			—		—		—			—

		1,367,539		1,694,287		15,168			17,525		13,084		32,693			24,255

Investimentos avaliados pelo método de equivalência patrimonial
Log-In — Logistica Intermodal S/A.		208,362		201,445		470			8,423		7,009		18,107			2,670
Shandong Yankuang International Company Ltd.		47,393		39,805		(3,338	)		2,962		421		(302	)		(3,355	)
Henan Longyu Resources Co. Ltd.		360,117		253,330		35,778			36,850		19,441		110,294			67,006

		615,872		494,580		32,910			48,235		26,871		128,099			66,321

Outros		239,163		177,654		604			3,688		4,275		2,379			6,815


		2,222,574		2,366,521		48,682			69,448		44,230		163,171			97,391


(a)		Investimentos avaliados a valor de mercado, ou equivalente, a partir de junho de 2008, com reflexo no grupo de Ajustes de Avaliação Patrimonial no patrimônio líquido.

(b)		Os valores registrados como equivalência patrimonial referem-se a dividendos recebidos

5.11- Intangible

These assets refer basically to goodwill based on future results expectative.


							Goodwill amortization
	Intangible						Trimestres (Não revisado)									Accumulated
Intangible by segment	09/30/08			06/30/08			3Q/08			2Q/08			3Q/07			09/30/08			09/30/07
Iron ore and pellets
Goodwill of Minerações Brasileiras Reunidas - MBR (Includes goodwill Caemi) (b)		4,199,027			4,337,639			(138,612	)		(138,612	)		(138,612	)		(415,836	)		(401,305	)
Other companies (a, b)		5,749			5,672			(829	)		(677	)		(2,479	)		(2,524	)		(6,905	)

		4,204,776			4,343,311			(139,441	)		(139,289	)		(141,091	)		(418,360	)		(408,210	)

Nickel
Goodwill of Inco Limited (a, b)		6,056,935			6,063,399			(212,143	)		(195,230	)		(203,488	)		(655,157	)		(563,534	)
Other rights Vale Inco		749,056			671,553			—			—			—			—

		6,805,991			6,734,952			(212,143	)		(195,230	)		(203,488	)		(655,157	)		(563,534	)

Coal
Goodwill of Vale Australia (a, b)		166,504			91,806			(1,100	)		(1,696	)		—			(4,532	)		—

Total consolidated		11,177,271			11,170,069			(352,684	)		(336,215	)		(344,579	)		(1,078,049	)		(971,744	)


Intangible not recorded at the parent company		(749,056	)		(671,553	)		—			—			—			—			6,905

Total parent company		10,428,215			10,498,516			(352,684	)		(336,215	)		(344,579	)		(1,078,049	)		(964,839	)


(a)		Goodwill not recorded in the parent company; and

(b)		Goodwill based on future results expectation (stated period of amortization of 10 years).

5.12- Property, Plant and Equipment

(a) By type of asset:


				Consolidated									Parent Company
	Property, Plan and			09/30/08							06/30/08				09/30/08					06/30/08
	Equipment - By					Accumulated									Accumulated
	Type of Asset			Cost		depreciation			Net		Net		Cost		depreciation			Net		Net
Lands		0.00	%		292,151		—			292,151		230,654		148,731		—			148,731		133,947
Buildings		3.65	%		8,142,628		(2,748,706	)		5,393,922		5,486,297		3,183,431		(904,216	)		2,279,215		2,166,958
Installations		3.78	%		26,582,974		(9,121,519	)		17,461,455		16,351,846		12,936,970		(3,902,679	)		9,034,291		8,937,397
Equipment		7.36	%		10,981,626		(4,840,117	)		6,141,509		7,296,231		4,419,852		(1,564,557	)		2,855,295		2,762,843
Information technology equipment		20.00	%		1,925,513		(1,033,195	)		892,318		929,569		1,522,036		(869,196	)		652,840		834,915
Railroads		3.03	%		13,166,003		(4,235,203	)		8,930,800		8,621,685		9,974,408		(3,804,579	)		6,169,829		5,899,800
Mineral rights		3.25	%		25,312,199		(2,726,324	)		22,585,875		21,011,701		1,645,812		(368,139	)		1,277,673		1,252,807
Others		7.30	%		12,598,586		(1,537,495	)		11,061,091		7,418,551		2,896,375		(1,365,041	)		1,531,334		1,567,494

					99,001,680		(26,242,559	)		72,759,121		67,346,534		36,727,615		(12,778,407	)		23,949,208		23,556,161
Construction in progress					27,647,542		—			27,647,542		23,742,993		7,039,188		—			7,039,188		6,343,234

Total					126,649,222		(26,242,559	)		100,406,663		91,089,527		43,766,803		(12,778,407	)		30,988,396		29,899,395

5.13- Loans and Financing

Current


	Consolidated				Parent Company
	09/30/08		06/30/08		09/30/08		06/30/08

Trade finance		1,204,787		1,202,225		—		—
Working capital		100,587		—		—		—

		1,305,374		1,202,225		—		—

Non-current


	Consolidated								Parent Company
	Current liabilities				Long-term liabilities				Current liabilities				Long-term liabilities
	09/30/08		06/30/08		09/30/08		06/30/08		09/30/08		06/30/08		09/30/08		06/30/08
Foreign operations

Loans and financing in:
U.S. dollars		430,339		375,657		12,585,976		10,495,844		323,960		272,831		862,406		839,944
Other currencies		47,666		67,902		396,311		335,390		6,440		6,471		16,064		14,949
Notes in U.S. dollars		—		228		12,700,106		10,623,296		—		—		—		—
Export securitization (*)		104,565		86,098		313,943		283,134		—		—		—		—
Perpetual notes		—		59		158,264		131,610		—		—		—		—
Accrued charges		425,052		386,473		—		—		7,661		18,338		—		—

		1,007,622		916,417		26,154,600		21,869,274		338,061		297,640		878,470		854,893


Local operations

Indexed by TJLP, TR, IGP-M and CDI		115,295		67,966		4,536,522		4,523,279		76,568		66,129		4,327,830		4,344,456
Basket of currencies		2,750		2,367		8,978		8,026		2,710		2,292		8,979		8,026
Non-convertible debentures		—		—		5,970,658		5,961,631		—		—		5,500,000		5,500,000
Accrued charges		365,943		184,868		—		—		365,943		184,869		—		—

		483,988		255,201		10,516,158		10,492,936		445,221		253,290		9,836,809		9,852,482

		1,491,610		1,171,618		36,670,758		32,362,210		783,282		550,930		10,715,279		10,707,375


(*)		Debt securities secured by future receivables arising from certain exports sales.

The long-term portion as of September 30, 2008 matures as follows:


	Consolidated				Parent Company
2009		204,058	1	%		28,378	0	%
2010		4,914,853	13	%		1,902,745	18	%
2011		4,902,598	13	%		296,152	3	%
2012		1,586,411	4	%		189,214	2	%
2013 onwards		24,433,915	67	%		8,298,790	77	%
No due date (Perpetual notes and non-convertible debentures)		628,923	2	%		—	0	%

		36,670,758	100	%		10,715,279	100	%

As of September 30, 2008, annual interest rates on long-term debt were as follows:


	Consolidated		Parent Company

Up to 3%		220,796		40,922
3.1% to 5%		11,196,642		1,102,987
5.1% to 7%		11,345,561		769,634
7.1% to 9%		5,761,588		722,353
9.1% to 11%		218,805		12,432
Over 11% (*)		8,850,233		8,850,233
Variable (Perpetual notes)		568,743		—

		38,162,368		11,498,561


(*)		Includes non-convertible debentures and other Brazilian-reais denominated loans that the interest is the at CDI and TJLP (Brazilian interbank certificate of deposit) rate accumulated variation plus spread. For these operations the Company have entered into derivative transactions to hedge the Company exposure on the floating rate debt denominated in reais contracted total. The average cost of these operations is R$9,878 while the average cost of such debt after hedge transactions is 5.18%.

The indexes applied to the Company debt and respective percentage variations in each quarter were as follows:


	%
	09/30/08		06/30/08			12/31/07
TJLP — Long-Term Interest Rate (effective rate)		1.5		1.5			1.5
IGP-M — General Price Index — Market		1.6		4.3			2.4
Devaluation of United States Dollar against Real		20.0		(9.0	)		(1.3	)

On January 28, 2008 the Company entered into a trade finance agreement on working capital in the amount of R$ 2 billion with final maturity in 2018.

In April 2008, Vale entered into agreements with Banco Nacional de Desenvolvimento Econômico e Social (BNDES), the Brazilian National Development Bank and with long-term Japanese financing agencies, Japan Bank for International Cooperation (JBIC) and Nippon Export and Investment Insurance (NEXI) for the financing of the mining, logistics and power generation projects to be developed under Vale’s investment program for 2008-2012. Those agreements comprises a financial package of almost US$ 10 billion to support investments related to Vale’s growth initiatives

The Vale have total revolving credit lines with bank syndicates, which work as a short term liquidity buffer that allow a more efficient cash management. Under revolving credit facilities, amounts drawn and repaid can be disbursed again at the option of the Borrower. At September 30, 2008, the total amount available under revolving credit lines was of US$ 1,9 billion, being US$1.150 billion granted to Vale International and the balance to Vale Inco. As of September 30, 2008, neither Vale International nor Vale Inco had drawn any advance amount under these facilities and Vale Inco has drawn US$ 113,2 million by way of letters of credit.

Some of Vale long-term debt instruments has financial cover. The principal financial cover requires to keep requiring that certain ratios, such as debt to EBITDA and interest coverage. The Company is in full compliance with financial covenants as of September 30, 2008.

As of September 30, 2008, the US-dollar denominated fixed interest notes of R$12,700,106 (June 30, 2008 – R$10,623,296) and other debt of R$24,391,888 (June 30, 2008 – R$22,002,294) are not securitized. The export securitization of R$418,508 (June 30, 2008 – R$369,232) is collateralized by future receivables from certain export sales by the subsidiary CVRD Overseas Ltd. Loans from international lenders in the amount of R$109,559 (June 30, 2008 – R$110,785) are guaranteed by Brazilian Federal Government, to which The Company has provided guarantees in

the same amount. The remaining long-term debt of R$ 542,307 (June 30, 2008 – R$507,061 is collateralized mainly by receivables from the subsidiaries.

5.14- Contingent Liabilities

The Company and its subsidiaries are party to labor, civil, tax and other suits and have been contesting these matters both administratively and in court. When applicable, these are backed by judicial deposits. Provisions for losses are estimated and restated monetarily and backed by management opinions and of the Legal Department and outside counsel.

At the Financial Statements dates the contingent liabilities of the Company were:

(a)

Provisions for contingencies net from judicial deposits, considered by management and its legal counsel as sufficient to cover losses from any type of lawsuit, as follows:


	Consolidated						Parent Company
	09/30/08			06/30/08			09/30/08			06/30/08
I) Tax contingencies		2,254,933			2,237,539			1,248,980			1,293,708
(-) Judicial deposits		(982,308	)		(958,069	)		(847,155	)		(830,429	)

		1,272,625			1,279,470			401,825			463,279

II) Civil contingencies		433,013			397,914			258,275			211,216
(-) Judicial deposits		(40,379	)		(72,003	)		—			—

		392,634			325,911			258,275			211,216

III) Labor contingencies		1,075,680			969,650			889,822			784,685
IV) Environmental contingencies		32,914			27,297			8,529			3,335

Total accrued liabilities		2,773,853			2,602,328			1,558,451			1,462,515


					09/30/08						09/30/08

Balance at the beginning of the period					2,602,328						1,462,515
Provisions, net of reversals					(190,857	)					(181,586	)
Payment					(9,879	)					(9,652	)
Monetary update					364,875						303,900
Judicial deposits					7,386						(16,726	)

Balance at the end of period					2,773,853						1,558,451

Tax Contingencies:

The major suits are:

	•		Value-Added Tax on Sales and Services (ICMS) – The contingent figure refers to the credit right of differential rates regarding the transfer of assets between company branches;

	•		Services Tax (ISS) – The major claims are regarding local tax collecting disputes;

	•		Tax for Social Security Financing (COFINS) – The major contingencies, related to merged companies refer to the increase of the rate from 2% to 3% between 1999 and 2000;

	•		Import Duty (II) – The provision made is related to the Fiscal classification of equipment importation by merged companies;

	•		Additional Compensation to harbour workers (AITP) – Amounts regarding the collection of compensation amounts for public harbour workers equalized to Private Harbour;

	•		Income Tax and Social Contribution – Essentially regarding a fiscal loss compensation and negative bases of social contribution disputing the limit of 30% of taxable earnings and monetary variations of asset from merged companies; and

•

Others – Regarding dispute of tax credit compensations and basis of calculation of Finance Compensation by Exploration of Mineral Resources — CFEM.

Civil Contingencies:

The civil actions are principally related to claims made against us by contractors in connection with losses alleged to have been incurred by them as a result of various past government economic plans, accidents and return of land.

Labor Contingencies:

		Labor and social security — related actions principally comprise claims for (a) payment of time spent traveling from their residences to the work-place, (b) additional health and safety related payments and (c) disputes about the amount of indemnities paid upon dismissal and the one-third extra holiday pay.

		In addition to the contingencies, there are other contingent provisions, which there are possible losses totaling R$6,254,987 (R$ 3,081,664, parent company) based on the advice of legal counsel, it was not necessary to constitute any provision.

(b)		In connection with the Girardin Financing, the Company provides certain guarantees on behalf of Goro pursuant to which we guaranteed payments due from Goro of up to a maximum amount of US$100 millions (“Maximum Amount”) in connection with an indemnity. We also provided an additional guarantee covering the payments due from Goro of: (a) amounts exceeding the Maximum Amount in connection with the indemnity and (b) certain other amounts payable by Goro under a lease agreement covering certain assets.

		The Company provides a guarantee covering certain termination payments due in new Caledonia from Goro to the supplier under an electricity supply agreement (“ESA”) entered into in October 2004 for the Goro nickel-cobalt project. The amount of the termination payments guaranteed depends upon a number of factors, including whether any termination of the ESA is as a result of a default by Goro and the date on which an early termination of the ESA were to occur. If Goro defaults under the ESA prior to the anticipated start date for supply of electricity to the project, the termination payment, which currently is at its maximum, would be €$ 145 million. Once the supply of electricity under the ESA to the project begins, the guaranteed amounts will decrease over the life of the ESA.

		The Company expects such guarantees to be not executed and therefore no provisions for losses have been made.

(c)		At the time of our privatization in 1997, the Company issued debentures to its then-existing shareholders, including the Brazilian Government. The terms of the debentures, were set to ensure that the pre-privatization shareholders, including the Brazilian Government would participate in possible future financial benefits that could be obtained from exploiting certain mineral resources.

		A total of 388,559,056 Debentures were issued at a par value of R$0.01 (one cent), whose value is to be restated in accordance with the variation in the General Market Price Index (IGP-M), as set forth in the Issue Deed.

		The debenture holders are entitled to receive semi-annual payments (in may and September) equivalent to a percentage of the net revenue deriving from certain mineral resources owned in May 1997 and included in the Issue Deed.

		According to the Debenture Issue Deed, the amount of the premium must include interest up to the month prior to that of effective payment, plus 1% in the month in which the funds are made available to the debenture holder.

		The accumulated sales of iron ore of the mines covered by the debentures, in the period between May 1997 and September 30, 2008, were 596 million metric tons in the Southeast System and 671 million metric tons in the North System, Carajas. In the event of the annual sales of iron ore remain equal to the level achieved in the last twelve months, the levels mentioned in the Issue Deed to start payment of premium of 1.7 billion metric tons for the Southeast System and 1,2 billion metric tons to the North System, would be achieved in 2018 and 2013, respectively. However, this prediction could not be confirmed and may the dates mentioned to achieve the levels of production of 1.7 billion tons (Southeast System) and 1.2 billion tons (System North) are anticipated or neglected.

		In September 2008, the Company paid interest on debentures in the amount of R$11,121 (R$21,928 in 2007).

5.15- Provision for asset retirement obligations

On 09/30/08, the consolidated provision for asset retirement obligations amounted to R$1,798,122 (R$869,427 in the parent company), which was accounted for in “Provision for asset retirement obligations” in non-current liabilities and R$115,228
(R$ 45,568 in the parent company) classified in “Other” in current liabilities.

5.16- Pension Plan

The following information shows the details the status of the defined benefit elements of the Company plans, of the valuation of actuarial obligations and of the sponsor contribution to the plans.

a)		Pension Plan

		The results of the actuarial valuation were as follows:


	Consolidated
	09/30/08									06/30/08
	*() Overfunded**			Underfunded			Underfunded			*() Overfunded**			Underfunded			Underfunded
	pension plans			pension plans			other benefits			pension plans			pension plans			other benefits
Fair value of plan assets at the end of the year		(5,702,768	)		(7,628,866	)		(2,621,039	)		(5,683,264	)		(6,341,242	)		(2,164,272	)
Fair value of assets at the end of the year		7,468,808			6,922,151			18,369			8,002,692			5,756,345			15,276

Total		1,766,040			(706,715	)		(2,602,670	)		2,319,428			(584,897	)		(2,148,996	)


Actuarial assets / (liabilities) recorded in the balance sheet:
Short-term		—			(40,404	)		(126,258	)		—			(33,597	)		(104,997	)
Long-term		—			(666,311	)		(2,476,412	)		—			(551,300	)		(2,043,999	)


Actuarial assets / (liabilities) recorded in the balance sheet		—			(706,715	)		(2,602,670	)		—			(584,897	)		(2,148,996	)


	Parent Company
	09/30/08							06/30/08
	*() Overfunded**			Underfunded		Underfunded		*() Overfunded**			Underfunded		Underfunded
	pension plans			pension plans		other benefits		pension plans			pension plans		other benefits
Fair value of assets at the end of the year		7,468,808			—		—		8,002,692			—		—
Fair value of plan assets at the end of the year		(5,702,768	)		—		—		(5,683,264	)		—		—


Actuarial assets / (liabilities) recorded in the balance sheet		1,766,040			—		—		2,319,428			—		—


(*)		The Company has not recorded the actuarial asset on its balance sheet, since there is no clear evidence to its realization, as established by item 49 of NPC 26.

b)		Actuarial liability

		Refers to the responsibility of the Company to complement the retirements, pensions and health assistance related to the incentive to the disconnecting of some employees occurred between 1987 and 1989.

		The results of the actuarial evaluation of this liability are as follows:


							*Consolidated ()**
	09/30/08						06/30/08
				“Abono						“Abono
	Health care			Complementação”			Health care			Complementação”
Fair value of assets at the end of the year		—			326,980			—			303,895
Fair value of plan assets at end of year		(269,987	)		(682,631	)		(267,633	)		(674,306	)
Actuarial liabilities recorded in the balance sheet:
Short-term		(26,650	)		(68,886	)		(22,290	)		(79,486	)
Long-term		(243,337	)		(286,765	)		(245,343	)		(290,925	)

		(269,987	)		(355,651	)		(267,633	)		(370,411	)


(*)		The values of the Consolidated are the same of the Parent Company.

c)		Sponsor contributions

		The contributions are as follows:


	Consolidated
	09/30/08			06/30/08
Overfunded pension plans		(48,365	)		(29,960	)
Underfunded pension plans		(302,327	)		(197,317	)
Underfunded other benefits		(68,384	)		(42,898	)
Complementary value (*)		(66,089	)		(49,777	)
Healt insurance plan for retired employee (*)		(22,325	)		(16,686	)

Total contributions		(507,490	)		(336,638	)


(*)		Refers to actuarial liabilities

5.17- Paid-up Capital

Preferred shares have the same rights as common shares, except for the right to elect the members of the Board of Directors. They have priority to a minimum annual dividend of 6% on the portion of capital represented by this class of share or 3% of the book net equity value of the share, whichever is greater.

At the Extraordinary Shareholders’ Meeting held on April 27, 2007 the capital stock was increased to R$28,000,000. The capital increase is due through capitalization of the expansion/ investment reserve in the amount of R$7,672,690 capitalization of the legal reserve in the amount of R$751,545, and capitalization of the fiscal incentives reserve in the amount of R$83,364 without new stock issue.

On August 30, 2007 the Extraordinary General Shareholders’ Meeting approved the forward-stock split. Since September 2007, each existing share, both common and preferred, became two shares.

For comparative purposes, the effects of the split were considered retroactively in the calculation of net income per share presented in the statement of income.

In July 2008, the Company issued 256,926,766 common shares and 164,402,799 preferred shares through a global offering, which consisted of a registered offering in Brazil and an international offering, which included a registered offering in the United States of America. As a result, the Company raised R$18,450 million and increased capital by the same amount. Accordingly, capital is now composed by 3,256,726,482 common shares and 2,108,579,618 preferred shares, totaling R$47,434 million. On August 2008, through additional offering, the Company issued 24,660,419 preferred shares, raising R$984 million. After the closing of the operation, Vale’s capital stock increased by R$ 19,434 million and corresponding transaction cost of R$ 161 were recorded as a reduction of the additional paid-in capital account.

The Board of Directors has the power, without the necessity of a statutory change, to deliberate the issue of new shares (authorized capital) including the capitalization of revenue and reserves until the authorized limit of 3,600,000,000 common shares and 7,200,000,000 preferred shares without par value.

The members of the Board of Directors and Executive Board together own 166,915 common shares and 715,112 preferred shares.

5.18- Resources linked to future mandatory conversion in shares

In June, 2007, the Company issued mandatory convertible notes in the amount of R$3,601, net of interest R$3,064, with maturity in 2010. The notes, pay a coupon of 5.50% a.a quarterly and the right to receive the participation of the additional equivalent for the distribution in cash paid to the ADS’s holders. These notes were classified as a capital instrument, mainly because of the fact that there is no option, from the part of the Company or from the part of the holders to liquidate, totally or in part this operation with financial resources, being the conversion mandatory.

In alignment with the international practices and after analysis, was concluded that the Mandatory convertible notes are similar to equity notes and for this reason are recognized as a specific part of the equity, net of financial changes.

The resources linked to future mandatory conversion, net of interest, are represented by a maximum of 56,582,040 common shares are equivalent to R$2,111 and the ones represented by a maximum of 30,295,456 preferred shares are equivalent to R$926 millions. All the shares are currently in treasury stock (see note 5.20).

On October 16, 2008, Vale announced it will pay additional interest to holders of mandatory convertible notes, the series RIO and RIO P, in the amount of R$ 1.187165 and R$ 1.409004, respectively, converted into U.S. dollars in accordance with a real exchange rate / U.S. dollar prevailing on 10/31/08.

5.19- Incentives of long stated period

In 2008, with the purpose of introducing a “shareholders vision” to certain of the Company executives, as well as improving retention and reinforcing the culture of sustainable performance, the Board of Directors approved a long-term incentive compensation plan, which was implemented in April 2008, in respect with a three-year cycle (2008 to 2010).

Under the terms of the plan, the participants, restricted to certain executives, may elect to allocate part of their annual bonuses to the plan. That portion of the bonus allocated to the plan is in fact used by the executive to purchase preferred shares of Vale, through a defined financial institution), at market conditions and with no benefit provided by Vale.

The shares purchased by each executive have no restrictions and may, at the participant’s discretion, be sold at any time. However, in order to be entitled to the long-term incentive compensation plan to be provided by Vale, the amount of shares initially purchased by the executives on the plan’s adoption, must be held for a three-year period, and, the executive must retain its employment relationship with Vale during that period.

Upon meeting these two conditions described above (keeping the number of shares purchased, and, remaining Vale’s employees, over three years), the participant become entitled to receive from Vale, a cash payment equivalent to the total amount of shares held, based on market rates.

The Comapny account for the compensation cost provided to executives under this long-term incentive compensation plan, following the requirements of IFRS (International Financial Reporting 2 – Share – Based Payment). Liabilities are measured at each reporting date at fair value, based on market rates. Compensation costs incurred are recognized, over the defined three-year vesting period. At September 30, 2008, the Company have recognized a long-term liability of R$ 6,689, relating to 714,081 shares.

5.20- Treasury Stock

On 06/21/06 the Board of Directors approved a buy-back program of its preferred shares, during a maximum term of 180 days. By the end of the program, 30,299,200 preferred shares have been acquired.

On 09/30/08, the Company had 56,582,040 common shares and 30,340,904 preferred shares, which are held in treasury in the amount of R$ 790,214.

On October 16, 2008, The Board of Directors approved a program to repurchase up to 69,944,380 shares invloving up to 169,210,249 common shares and preferred shares, amounting respectively to 5.5% and 8.5% of the total number of shares of each class in movement (“free float”) based on the equity position of 09/30/08.


Shares
			Quantity		Unit acquisition cost						Average quoted market price
Class	09/30/08		06/30/08		Average		Low		High		09/30/08		06/30/08
Preferred		30,340,904		30,341,012		43.45		41.13		45.15		45.66		49.47

Common		56,582,040		56,582,040		4.63		3.34		8.68		53.87		58.90

		86,922,944		86,923,052

5.21- Remuneration of Stockholders

On April 30, 2008, the Company paid R$2,109,750 to shareholders, of which R$1,150,495 as interest on capital and R$959,255 as dividends.

On October 10, 2008 the Board of Directors approved the payment of the second tranche of compensation to shareholders in 2008, amounting to R$ 3,448,160, the amount of R$ 2,717,000 in the form of interest on capital and R$ 731,160 in the form of dividends.

5.22- Financial Results

Consolidated — Parent Company


	Quarter
	3Q/08			2Q/08			3Q/07
Financial expenses

Interest		(509,184	)		(445,648	)		(599,771	)

Labor, tax and civil contingencies		(40,093	)		(14,872	)		(36,897	)
CPMF		—			—			(41,516	)
Others		(197,042	)		(253,163	)		(418,281	)

		(746,319	)		(713,683	)		(1,096,465	)


Financial income

Related parties		1,041			3,068			2,548
Marketable securities		431,063			42,671			35,708
Others		34,641			4,472			25,313

		466,745			50,211			63,569


Derivatives		(1,111,776	)		1,240,512			665,536


Monetary and exchange rate variation on assets:

Cash and cash equivalents		2,356,970			(273,606	)		(227,613	)
Accounts receivable		1,812,034			(650,794	)		(495,841	)
Loans		(4,768,344	)		2,380,257			2,355,052
Others		3,302,924			(2,922,754	)		(1,126,289	)

Net		2,703,584			(1,466,897	)		505,309

Financial income (expenses), net		1,312,234			(889,857	)		137,949

Consolidated — Parent Company


	Accumulated
	Consolidated						Parent Company
	09/30/08			09/30/07			09/30/08			09/30/07
Financial expenses
Interest		(1,509,991	)		(2,110,340	)		(2,048,766	)		(2,430,992	)
Labor, tax and civil contingencies		(131,795	)		(118,218	)		(121,840	)		(110,749	)
CPMF		—			(222,996	)		—			(167,534	)
Others		(822,510	)		(1,480,063	)		(305,590	)		(1,016,201	)

		(2,464,296	)		(3,931,617	)		(2,476,196	)		(3,725,476	)


Financial income
Related parties		6,492			5,255			26,102			20,343
Marketable securities		527,453			161,777			397,489			40,257
Others		100,708			367,613			10,218			9,499

		634,653			534,645			433,809			70,099


Derivatives		(490,204	)		1,263,322			(162,174	)		1,230,409


Monetary and exchange rate variation on assets:
Cash and cash equivalents		2,045,925			(656,984	)		1,271,686			22,411
Accounts receivable		1,016,464			(1,259,142	)		72,887			72,887
Loans		(2,037,323	)		5,408,389			(898	)		934,641
Others		(339,104	)		(1,481,631	)		(273,475	)		(5,120	)
Related parties		95			5,611			(2,249,833	)		4,282,321

Net		686,057			2,016,243			(1,179,633	)		5,307,140

Financial income (expenses), net		(1,633,790	)		(117,407	)		(3,384,194	)		2,882,172

5.23- Financial Instruments — Derivatives

Risk Policy

Vale considers the effective management of risk a key objective to support our growth strategy and financial flexibility. In furtherance of this objective, the board of directors has established an enterprise risk management policy and a risk management committee.

The risk management policy determines that Vale must evaluate the cash flow risk regularly with the purpose of risk mitigation, when necessary, reducing the volatility in cash flow. The risk management activities are conducted in accordance with the risk management policy, which prohibits speculative transactions and requires diversification of transactions and counterparties.

The company regularly monitors and evaluates the consolidated position in order to follow the financial results and asses the impact on Vale’s cash flow, to ensure that the targets originally outlined will be met. The risk management committee assists our executive officers in managing and reviewing information related to the activities of managing risk, associated with market risks, credit or operational, including relevant policies, procedures and practices used in the administration of risk.

Considering the nature of business and operations of Vale, the main market risk factors to which we are exposed are as follows:

•		Interest rates,

•		Exchange rates, and

•		Product Price

Vale uses major financial institutions for its hedge practices, and periodically reviews the credit limits and creditworthiness of the hedging counterparties.

Methodology of calculating fair value of the positions

The company evaluates the present value of financial instruments through the use of market curves that impact the market instrument on the dates of verification.

In the case of options, the pricing is done using the Black & Scholes model, a model widely used for evaluation of options, which basically uses the volatility and price of the underlying asset, the strike price of active-object, the exercise price of the option, the interest rate and the tenor to maturity.

In the case of swaps, both assets and liabilities are estimated independently and brought to present value, where the difference between the swap legs of the result creates the market value of the swap.

Contracts subject to margin call

Vale has contracts, with margin calls; only on derivative transactions of copper and nickel hired by Vale Inco. The total value of margin posted in cash on September is R$ 31,8 million in cash. Of this amount, R$ 23,4 million refers to positions that mature in 2008; and R$ 8,4 million in 2009.

Exchange rate and interest rate risk

The company cash flow is subjected to volatility of several currencies against the dollar. Prices of most of our products are indexed to the U.S.dollar and represent about 94% of total revenue, whilst the majority of the costs, expenses and investments are indexed to currencies other than U.S. dollars, mainlyBrazilian reais and Canadian dollars.

Thus, the reference currency for the company’s basic obligations is the U.S. dollar and the potential volatility risk of the company’s cash flow would be from the neglect of the indebtedness floating in Reais with the revenues, almost entirely denominated in dollars. To that end, the Company use derivative instruments, whose portfolio consists primarily of interest rate swaps to convert the cash flows from floating into cash flows in U.S. dollars at rates fixed and floating with no leverage.

Moreover, the company is exposed to interest rate risks on loans and financing. The floating rate debt in U.S. dollars includes pre-payment of exports, loans at commercial banks and multilateral organizations. In general, the floating rate debt in dollars are indexed to U.S. LIBOR (London Interbank Offered Rate). The Company considers the natural hedge between dollar and metal prices to mitigate the effects of the volatility of interest rates in our cash flow. When there is no natural hedge, the company can choose to obtain the same effect through the use of financial instruments.

The debts exposed to Brazilian floating interest rates are loans such as bonds BNDES’ loans and financing for the purchase of goods and services made in the Brazilian market. These debts linked to Brazilian reais are mainly indexed to CDI and TJLP.

The nominal and fair values of each instrument are shown below. In the gray area, we present the annual cash disbursements related to each position considering an hipotethical event in which the variables remain exactly as observed on 30/09/2008.


	Fair Value						Actual Fair Value
thousands R$	30/06/2008			30/09/2008			4Q2008			2009			2010			2011			2012
Debentures		1,297,305			553,168			237,707			397,155			(81,694	)
Purchase money		235,329			136,965			46,721			127,612			(37,368	)
NCE		193,906			(190,182	)		0			54,957			56,887			66,446			(150	)
TJLP		(24,634	)		(200,657	)		2,617			6,400			(752	)		(5,856	)		46,344
PayRoll		193,797			0
Platinum		(34,467	)		(3,479	)		(3,479	)
Natural Gas		18,647			(3,342	)		(1,597	)		(1,744	)
Interest rate		(8,410	)		(10,542	)		(227	)		(4,739	)		(3,717	)		(1,860	)
Copper		(261,971	)		(77,419	)		(77,419	)
Nickel		(57,364	)		(118,503	)		(39,523	)		(70,904	)		(8,076	)
Gold		(34,010	)		(18,637	)		(18,637	)
Aluminum		(247,936	)		(39,370	)		(39,370	)
KFW		6,071			4,900			4,900
Cash Flow					29,408			29,408

Total Amount		1,276,262			62,310			141,102			508,738			-74,720			58,730			46,194

% Revenue in last 12 months					0.09	%		0.20	%		0.72	%		-0.11	%		0.08	%		0.07	%


	Actual Fair Value
thousands R$	2013			2014			2015			2016			2017			2018			2019
Debentures
Purchase money
NCE		41,742			34,542			(444,607	)
TJLP		1,971			(114,820	)		(18,295	)		(18,444	)		(18,495	)		(18,514	)		(62,814	)
PayRoll
Platinum
Natural Gas
Interest rate
Copper
Nickel
Gold
Aluminum
KFW
Cash Flow

Total Amount		43,713			-80,278			-462,902			-18,444			-18,495			-18,514			-62,814

% Revenue in last 12 months		0.06	%		-0.11	%		-0.66	%		-0.03	%		-0.03	%		-0.03	%		-0.09	%

Revenue in last 12 months					70,341,000


	Notional		Notional
	Value		Value		Fair Value			Fair Value			Receipt (Payment)		Accumulated until		Fair Value by due							2011
	09/30/08		06/30/2008		09/30/2008			06/30/2008			09/30/2008		06/30/08		date 2008		2009		2010			onward (a)
Debenture
Swap
Asset		5,430,891		5,430,891		6,105,874			5,828,990			156,521		121,671		237,707		397,155		(81,694	)		—
Liability	US$	2.589.800	US$	2.589.800		(5,552,705	)		(4,531,685	)

						553,169			1,297,305
Financiamento para aquisição de bens e serviços
Swap
Asset		984,738		984,738		1,283,733			1,204,745			42,369		42,369		46,721		127,612		(37,368	)		—
Liability	US$	484.000	US$	484.000		(1,146,768	)		(969,417	)

						136,965			235,328
NCE
Swap
Asset		1,479,695		1,580,955		1,560,276			1,549,917			28,836		—		—		54,957		56,887			66,446
Liability	US$	850.000	US$ 900.000			(1,750,458	)		(1,356,011	)

						(190,182	)		193,906
TJLP
Swap
Asset		1,171,164		1,171,164		907,457			899,014			11,027		6,065		2,617		6,400		(752	)		(5,856	)
Liability	US$	685.444	US$ 685.444			(1,108,114	)		(923,648	)

						(200,657	)		(24,634	)


	Details from 2011 onward
(a) Fair Value by due date	2011			2012			2013		2014			2015			2016			2017			2018			2019
NCE		66,446			(150	)		41,742		34,542			(444,607	)		—			—			—			—

TJLP		(5,856	)		46,344			1,971		(114,820	)		(18,295	)		(18,444	)		(18,495	)		(18,514	)		(62,814	)

In order to reduce the volatility in cash flow associated with a funding of KFW indexed to EURIBOR, the company decided to enter into a swap transaction where the flows in Euros are converted into dollars.

Notional

Value

Valor Justo

Receipt (Payment)

Accumulated until

Valor Justo por vencimento

09/30/2008

06/30/08

09/30/2008

06/30/08

09/30/2008

06/30/08

2008

2009

2010

2011

KFW

Asset portion

EUR 8.400

EUR 9.600

4,900

6,071

604

4,900

—

Liability portion

US$ 9.400

US$10.800

—

In order to reduce the volatility in cash flow regarding a floating rate debt, Vale Inco made a swap to exchange floating rate flows to fixed rate flows in Dollars.


	Notional		Notional
	Value		Value		Fair Value			Fair Value			Receipt (Payment)			Accumulated until			Fair value by due date
	09/30/2008		06/30/08		09/30/2008			06/30/08			09/30/2008			06/30/08			2008			2009			2010			2011
Taxa de Juros	US$ mil		US$ mil
(Not revised)
Swap		200,000		200,000		(10,542	)		(8,410	)		(3,522	)		(1,688	)		(227	)		(4,739	)		(3,717	)		(1,860	)

In projects developed outside Brazil and Canada, we also have exposure to other currencies. We use derivative instruments to reduce the volatility in cash flow due to the currency mismatch of our revenues, costs and investments


	Notional		Notional
	Value		Value		Valor Justo		Valor Justo		Receipt (Payment)		Accumulated until		Valor Justo por vencimento
	09/30/2008		06/30/08		09/30/2008		06/30/08		09/30/2008		06/30/08		2008		2009		2010		2011
Fluxo de caixa
Asset portion		100,000		100,000		192,113		—		—		—		29,408		—		—		—
Liability portion		158,620		158,620		-162,705		—		—		—		—		—		—		—

						29,408

Prices risk of Products

Vale is exposed to several market risks related to the volatility of world market prices in its products. Currently, our derivatives transactions involving derivatives associated to the price of our products/inputs, including nickel, copper, gold, platinum and natural gas, all of them with the aim to reduce the impact of the volatility of the company cash flow.

Nickel - The company has some future contracts on the London Metal Exchange (LME), with the aim to keep its exposure to the fluctuations of nickel prices, as our product in some cases is sold in fixed prices. The fixed part of this contracts is recorded as an embedded derivative and its market value on September 30 was R$ 132,6 million. Vale also participates in future LME contracts to reduce the risk of price mismatch between cost of intermediate products and price of finished products.

Notional

Receipt (Payment)

Fair Value by due

Value

Fair Value

Accumulated until

date

09/30/2008

06/30/08

09/30/2008

06/30/08

2008

2009

2010

2011

Nickel

Ton

(Not revised)

Futures

6,900

6,702

(118,503

)

(57,364

)

(13,724

)

(43,264

)

(67,199

)

(8,040

)

—

Besides the contracts above, we have purchase contracts of intermediate products of nickel and copper that has a pricing settlement based on commodity index, leading this contracts to be treated as embedded derivatives. The market value of this position on September 30 was
R$ 59,34 million.

Aluminum - In order to reduce the volatility of cash flow after Inco’s acquisition, as a result of the additional debt incurred, Vale made hedging operations of copper and aluminum. In the case of aluminum, the operations as presented below:


	Notional		Notional
	Value		Value		Fair Value			Fair Value			Receipt (Payment)			Accumulated until			Fair value by due date
	09/30/2008		06/30/08		09/30/2008			06/30/08			09/30/2008			06/30/08			2008			2009	2010
Aluminum	Ton		Ton
(Not revised)
Forward		12,000		177,000		(2,113	)		283									(2,113	)
Put		88,500		177,000		1,266			(141,119	)		(239,458	)		(146,222	)		1,266
Call		88,500		24,000		(8,079	)		(27,720	)								(8,079	)
Other instruments	16,500			33,000		(30,443	)		(79,379	)								(30,444	)

						(39,369	)		(247,935	)

Additionally, there is a embedded derivative on the purchase contract of energy of Albras with Eletronorte, for wich the company has a negative fair value of R$ 46,8 millions in September 30, 2008.

Copper As mentioned, Vale made in 2006 copper hedging operations to reduce the volatility of the cash flow after Inco’s acquisition. In the other side, a part of the total position was originally made by Inco, before the acquisition by Vale.

Vale


	Notional		Notional
	Value		Value		Fair Value			Fair Value			Receipt (Payment)			Accumulated until			Fair value by due date
	09/30/2008		06/30/08		09/30/2008			06/30/08			09/30/2008			06/30/08			2008			2009	2010
Copper	Ton		Ton
Put		19,500		39,000		6,591			465			—			—			6,591
Call		19,500		39,000		(1,179	)		(42,989	)		(18,075	)		(12,984	)		(1,179	)

						5,412			(42,524	)

Vale INCO


	Notional			Notional
	Value			Value			Fair Value			Fair Value			Receipt (Payment)			Accumulated until			Fair value by due date
	09/30/2008			06/30/08			09/30/2008			06/30/08			09/30/2008			06/30/08			2008			2009		2010		2011
Copper	Ton			Ton
(Not revised)
Term		(170	)		(159	)		294			(24	)		(96	)		(96	)		294			—		—		—
Options
Put purchase		2,499			4,998			—			—			—			—			—			—		—		—
Collar		6,048			24,192			(83,125	)		(219,423	)		(321,514	)		(214,937	)		(83,125	)		—		—		—

								(82,831	)		(219,447	)		(321,610	)		(215,033	)

PGMs and others precious metals - Currently Vale holds a small position on derivatives instruments in gold and platinum. As others basic metals, these operations was structured in order to reduce the volatility of cash flow.


	Notional		Notional
	Value		Value		Fair Value			Fair Value			Receipt (Payment)			Accumulated until			Fair value by due date
	09/30/2008		06/30/08		09/30/2008			06/30/08			09/30/2008			06/30/08			2008			2009	2010
Gold	Oz		Oz
Put		20,685		41,370		—			—			—			—			—
Call		19,425		41,370		(18,637	)		(34,010	)		(54,383	)		(37,432	)		(18,637	)

Notional

Value

Fair Value

Receipt (Payment)

Accumulated until

Fair value by due date

09/30/2008

06/30/08

09/30/2008

06/30/08

09/30/2008

06/30/08

2008

2009

2010

2011

Platina

(Not revised)

Options Collar

8,662

17,322

(3,478

)

(34,467

)

(44,315

)

(32,920

)

(3,479

)

Natural gas - Vale uses swap contracts in order to minimize the impact of the natural gas prices fluctuation in the company’s cash flow.

Notional

Value

Fair Value

Receipt (Payment)

Accumulated until

Fair value by due date

09/30/2008

06/30/08

09/30/2008

06/30/08

09/30/2008

06/30/08

2008

2009

2010

2011

Natural Gas

(Not revised)

Options Term

2,601,000

3,429,000

(3,342

)

18,647

1,045

1,627

(1,597

)

(1,744

)

PS: Original amounts in CAD converted by the exchange rate of 09/30/08 and 06/30/08 to fair value and 09/30/08 to accumulated.

The asset (liability) balances and the change in fair value of derivative financial instruments are as follows (unaudited):


	Consolidated
	Quarter
	3Q/07
	Currencies\						Products by
	Interest rates						aluminum
	(libor)			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 06/30/08		1,912,013			(34,010	)		(300,610	)		(261,971	)		57,419			(34,467	)		1,338,374
Payments (receipt) financial		(289,131	)		16,952			93,235			111,669			36,706			11,395			(19,174	)
Financial expenses, net		(1,578,417	)		2,201			137,999			107,585			(32,582	)		24,298			(1,338,916	)
Monetary variations, net		275,253			(3,780	)		(16,818	)		(34,702	)		11,892			(4,705	)		227,140

Gains / (losses) unrealized on 09/30/08		319,718			(18,637	)		(86,194	)		(77,419	)		73,435			(3,479	)		207,424


	2Q/08
	Currencies\						Products by
	Interest rates						aluminum
	(libor)			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 03/31/08		1,048,035			(57,777	)		(434,408	)		(426,814	)		10,902			(54,095	)		85,843
Payments (receipt) financial		(226,227	)		17,344			103,890			123,673			(23,759	)		17,098			12,019
Financial expenses, net		1,139,831			2,013			2,119			6,002			72,059			(2,082	)		1,219,942
Monetary variations, net		(49,626	)		4,410			27,789			35,168			(1,783	)		4,612			20,570

Gains / (losses) unrealized on 06/30/08		1,912,013			(34,010	)		(300,610	)		(261,971	)		57,419			(34,467	)		1,338,374


	3Q/07
	Currencies\						Products by
	Interest rates						aluminum
	(libor)			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 06/30/07		699,756			(70,802	)		(563,305	)		(682,294	)		54,107			(46,326	)		(608,864	)
Payments (receipt) financial		(16,972	)		13,257			55,443			132,650			(143,280	)		7,179			48,277
Financial expenses, net		532,902			(18,569	)		175,242			(131,518	)		96,009			(9,724	)		644,342
Monetary variations, net		(24,548	)		3,136			12,893			28,475			(941	)		2,179			21,194

Gains / (losses) unrealized on 09/30/07		1,191,138			(72,978	)		(319,727	)		(652,687	)		5,895			(46,692	)		104,949


	Accumulated
	09/30/08
	Currencies\						Products by
	Interest rates						aluminum
	(libor)			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/07		1,107,744			(64,608	)		(172,569	)		(332,222	)		73,557			(42,722	)		569,180
Payments (receipt) financial		(563,117	)		54,383			239,458			339,685			13,724			44,315			128,448
Financial expenses, net		(458,876	)		(9,768	)		(165,858	)		(88,649	)		(21,567	)		(5,232	)		(749,950	)
Monetary variations, net		233,967			1,356			12,775			3,767			7,721			160			259,746

Gains / (losses) unrealized on 09/30/08		319,718			(18,637	)		(86,194	)		(77,419	)		73,435			(3,479	)		207,424


	09/30/07
	Currencies\						Products by
	Interest rates						aluminum
	(libor)			Gold			area			Copper			Nickel			Platinum			Total
Gains / (losses) unrealized on 12/31/07		(20,162	)		(115,138	)		(679,454	)		(638,410	)		34,593			(41,922	)		(1,460,493	)
Payments (receipt) financial		(176,367	)		47,054			192,840			346,418			(122,255	)		14,430			302,120
Financial expenses, net		1,432,752			(18,040	)		84,785			(456,088	)		92,248			(26,600	)		1,109,057
Monetary variations, net		(45,085	)		13,146			82,102			95,393			1,309			7,400			154,265

Gains / (losses) unrealized on 09/30/07		1,191,138			(72,978	)		(319,727	)		(652,687	)		5,895			(46,692	)		104,949


	Parent Company
	09/30/08
	Currencies\ Interest
	rates (libor)			Gold			Copper			Total
Gains / (losses) unrealized on 12/31/07		1,064,545			(45,256	)		(1,923	)		1,017,366
Payments (receipt) financial		(540,167	)		38,705			10,685			(490,777	)
Financial expenses, net		(379,763	)		(7,262	)		(7,451	)		(394,476	)
Monetary variations, net		230,557			694			1,051			232,302

Gains / (losses) unrealized on 09/30/08		375,172			(13,119	)		2,362			364,415


	09/30/07
	Currencies\ Interest
	rates (libor)			Gold			Copper			Total
Gains / (losses) unrealized on 12/31/06		5,064			(68,941	)		46,227			(17,650	)
Payments (receipt) financial		(215,026	)		24,580			(2,748	)		(193,194	)
Financial expenses, net		1,360,270			(16,703	)		(82,060	)		1,261,507
Monetary variations, net		(38,724	)		9,199			(1,573	)		(31,098	)

Gains / (losses) unrealized on 09/30/07		1,111,584			(51,865	)		(40,154	)		1,019,565

Final maturity dates for the above instruments are as follows:


Gold		December 2008
Interest rates (LIBOR)\ Currencies		December 2019
Aluminum products		December 2008
Copper		January 2009
Nickel		August 2010
Platinum		December 2008

5.24- Selling, Administrative, Other Operating Expenses and Non Operating Income


	Consolidated										Parent Company
	Quarter						Accumulated				Accumulated
Administrative	3Q/08		2Q/08		3Q/07		09/30/08		09/30/07		09/30/08		09/30/07
Personnel		192,082		176,337		154,220		539,626		524,131		307,710		228,479
Services (consulting, infrastructure and others)		119,663		94,174		115,842		298,804		315,800		142,150		110,694
Advertising and publicity		58,748		65,760		59,080		158,856		131,499		149,586		125,456
Depreciation		70,808		68,881		71,116		219,507		212,202		171,113		158,396
Travel expenses		28,196		16,869		13,174		55,906		31,783		29,799		19,612
Rents and taxes		29,489		13,161		31,680		52,042		111,463		23,545		19,748
Community aborigine		3,221		6,256		4,140		15,303		12,619		12,389		12,619
Others		43,382		85,828		29,927		189,504		150,093		83,499		40,409

*Sales ()**		124,957		104,278		102,183		372,391		260,598		23,101		10,804


Total		670,546		631,544		581,362		1,901,939		1,750,188		942,892		726,217

(*) Expenses with offices abroad and allowance for doubtful accounts.


	Consolidated													Parent Company
	Quarter								Accumulated					Accumulated
Other operating expenses (income), net	3Q/08			2Q/08			3Q/07		09/30/08			09/30/07		09/30/08			09/30/07
Provisions for contingencies		25,895			(231,952	)		38,305		(214,754	)		159,691		(202,730	)		66,221
Provision for loss on ICMS credits		81,858			192,830			33,541		323,812			50,063		121,855			28,488
Provision for profit sharing		78,186			79,568			70,545		205,421			379,099		95,596			234,672
Fundação Vale do Rio Doce — FVRD		23,616			18,094			24,018		54,905			50,336		54,905			50,334
Recoverable taxes — PIS and COFINS		(59,019	)		(50,978	)		—		(173,876	)				(173,876	)		—
Others		566,121			141,803			229,637		1,027,977			170,875		431,263			(218,796	)

Total		716,657			149,365			396,046		1,223,485			810,064		327,013			160,919


	Consolidated										Parent Company
	Quarter						Accumulated				Accumulated
Non operating results - gain on sale of assets	3Q/08		2Q/08		3Q/07		09/30/08		09/30/07		09/30/08		09/30/07
Usiminas		—		—		6,263		—		845,691		—		845,691
Log-In		—		—		37,522		—		454,053		—		454,053
Jubilee Mines N.L.		—		—		—		138,879		—		—		—
Lion Ore		—		—		153,085		—		153,085		—		—
Others		—		—		—		—		4,807		—		982

Total		—		—		196,870		138,879		1,457,636		—		1,300,726

6- Attachment I — Statement of Investments in Subsidiaries and Jointly-Controlled Companies


Period ended september 30, 2008																		In thousands of reais
																		Participation (%) — (unaudited)
	Participation (%)				Assets						Liabilities and stockholders’ equity							Statement of income
							Total						Total
									Investments,
									property plant				Long-term,
									and equipment				deferred income		Adjusted					Cost of			Operating					Income tax
									and deferred				and minority		stockholders’					products and			income			Non-operating		and Social			Adjusted net
	Total		Voting		Current		Long-term		charges		Current		interest		equity			Net revenues		services			(expenses)			result		contribution			income (loss)
Jointly-controlled companies
ALBRAS — Alumínio Brasileiro S.A.		51.00		51.00		778,668		1,245,506		1,091,836		641,392		566,576		1,908,042			1,604,440		(1,191,618	)		(223,535	)		—		(90,200	)		99,087
ALUNORTE — Alumina do Norte do Brasil S.A.		57.03		61.74		1,126,254		12,883		5,351,109		451,640		1,692,649		4,345,957			2,023,927		(1,541,971	)		(206,873	)		—		(49,732	)		225,351
Brasilux S.A.		100.00		100.00		4,030		31,830		—		5,029		—		30,831			—		—			13,010			—		(2,650	)		10,360
Cadam S.A		61.48		100.00		159,062		58,468		192,065		44,543		103,161		261,891			154,632		(156,505	)		(44,431	)		—		(361	)		(46,665	)
Companhia Paulista de Ferro Ligas		100.00		100.00		160,074		97,499		1,472		150,340		100,511		8,194			—		—			1,041			—		(2,498	)		(1,457	)
Companhia Portuária Baia de Sepetiba — CPBS		100.00		100.00		293,875		6,468		190,527		192,896		421		297,553			261,937		(96,457	)		6,709			—		(57,913	)		114,276
CVRD Overseas Ltd.		100.00		100.00		19,396,721		56,883,400		52,360,868		10,656,515		50,290,032		67,694,442			24,365,010		(17,814,112	)		5,319,471			—		(89,046	)		11,781,323
Docepar S.A.		100.00		100.00		843,023		313,689		1,201,447		1,023,637		38,420		1,296,102			3,551,338		(2,519,834	)		133,572			—		—			1,165,076
Ferro Gusa Carajás S.A.
Ferrovia Centro — Atlântica S.A.		100.00		100.00		2,710		305,929		149		33,425		275,783		(420	)		—		—			(8,453	)		—		—			(8,453	)
Ferrovia Norte Sul S.A.		100.00		100.00		366,556		106,637		1,600,850		175,909		1,983,564		(85,430	)		575,098		(509,746	)		(17,491	)		—		(5,185	)		42,676
Florestas Rio Doce S.A.		100.00		100.00		35,733		1,890		1,694,764		526,002		443,957		762,428			45,183		(18,429	)		(1,440	)		—		(2,508	)		22,806
Mineração Tacumã Ltda.		99.90		100.00		10,823		24,952		3,721		6,687		7,766		25,043			—		—			1,960			—		(676	)		1,284
Minerações Brasileiras Reunidas S.A. — MBR (a)		100.00		100.00		133		—		1,704,412		17,801		1,788,341		(101,597	)		—		—			42,178			—		—			42,178
Para Pigmentos S.A		92.99		92.99		216,273		24,502		5,820,699		716,784		986,677		4,358,013			—		(165,803	)		360,301			—		10,853			205,351
Rio Doce Manganês S.A.		86.17		85.57		128,453		12,707		224,646		205,610		123,937		36,259			132,414		(135,714	)		(47,478	)		—		(91	)		(50,869	)
Rio Doce Manganèse Europe		100.00		100.00		1,344,421		72,818		340,491		573,084		172,483		1,012,163			1,170,389		(397,218	)		(39,256	)		—		(259,957	)		473,958
Rio Doce Manganése Norway AS		100.00		100.00		456,281		172		41,153		217,430		22,188		257,988			616,254		(436,144	)		(16,619	)		—		(57,925	)		105,566
Salobo Metais S.A.		100.00		100.00		299,309		—		54,168		109,645		16,892		226,940			415,005		(223,495	)		(29,016	)		—		(36,712	)		125,782
Urucum Mineração S.A.		100.00		100.00		241,202		—		1,180,838		50,657		954,230		417,153			—		—			—			—		—			—
Vale Australia Pty Ltd.		100.00		100.00		271,986		12,925		55,413		76,569		109,659		154,096			261,707		(87,495	)		(5,526	)		—		(53,907	)		114,779
Vale Inco Limited.		100.00		100.00		567,924		171,362		1,777,275		276,080		1,497,238		743,243			635,960		(389,508	)		(187,873	)		—		23,916			82,495
Vale International S.A.		100.00		100.00		8,638,334		542,783		50,879,412		4,917,645		41,330,147		13,812,737			11,476,275		(6,439,131	)		(2,305,137	)		138,879		(1,365,727	)		1,505,159
Vale Overseas Ltd.		100.00		100.00		208,225		11,049,121		—		208,227		11,049,119		—			—		—			(15	)		—		—			(15	)
Valesul Alumínio S.A. (a)		100.00		100.00		212,129		83,400		521,323		129,247		36,795		650,810			350,547		(298,017	)		(21,889	)		—		(15,319	)		15,322

Jointly-controlled companies
Baovale Mineração S.A.		50.00		100.00		42,386		26		55,455		2,976		—		94,891			23,840		(4,259	)		(416	)		—		(2,378	)		16,787
California Steel Industries, Inc.		50.00		50.00		1,141,813		—		471,957		402,351		464,882		746,537			2,088,697		(1,797,650	)		13,512			—		(86,758	)		217,801
Companhia Coreano-Brasileira de Pelotização — KOBRASCO		50.00		50.00		221,244		49,233		243,101		83,487		145,233		284,858			304,770		(231,081	)		114,509			—		(63,548	)		124,650
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS		50.89		51.00		341,291		70,106		146,580		210,747		45,979		301,251			828,773		(563,594	)		(3,381	)		—		(91,464	)		170,334
Companhia Italo-Brasileira de Pelotização — ITABRASCO		50.90		51.00		388,256		61,987		186,938		311,082		95,345		230,754			569,156		(436,866	)		(18,547	)		—		(43,375	)		70,368
Companhia Nipo-Brasileira de Pelotização — NIBRASCO		51.00		51.11		512,593		66,352		364,120		457,483		61,892		423,690			358,356		(340,505	)		306,887			—		(112,516	)		212,222
Minas da Serra Geral S.A. — MSG		50.00		50.00		31,655		25,391		63,652		468		19,794		100,436			16,833		(7,505	)		(2,046	)		—		(1,716	)		5,566
Mineração Rio do Norte S.A.		40.00		40.00		282,127		611,614		881,259		638,121		419,346		717,533			670,086		(417,058	)		(63,975	)		—		(62,532	)		126,521
MRS Logística S.A. (a)		41.50		37.86		704,051		344,611		2,648,542		795,544		1,571,498		1,330,162			1,847,907		(982,992	)		(645,594	)		—		(90,270	)		129,051
Samarco Mineração S.A.		50.00		50.00		1,461,819		418,262		3,476,349		2,130,645		1,848,761		1,377,024			2,997,353		(1,246,769	)		(610,441	)		—		(204,778	)		935,365

Observances:


(a)		Includes direct and indirect participation.

		Additional information of the main operational investee companies are available on the Vale website www.vale.com, investor relations.

7- Report of the Independent Accountants

Deloitte Touche Tohmatsu
Av. Pres. Wilson, 231
22°, 25° e 26° andares
20030-905 — Rio de Janeiro — RJ
Brasil

Tel.: +55 (21) 3981-0500
Fax: +55 (21) 3981-0600
www.deloitte.com.br

(Convenience Translation into English from the Original Previously Issued in Portuguese)

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Board of Directors of
Companhia Vale do Rio Doce
Rip de Janeiro — RJ

1.		We have reviewed the accounting information included in the accompanying interim financial statements of Companhia Vale do Rio Doce (the “Company”) and subsidiaries, for the quarter ended September 30, 2008, consisting of the individual (Company) and consolidated balance sheets, the related statements of operations, changes in shareholders’ equity and cash flows, the performance report and the related notes, prepared under the responsibility of the Company’s management. The interim financial statements’ reviews for the quarter ended September 30, 2008, of certain investees which investments were accounted for by the equity method were conducted under the responsibility of other independent auditors, Accordingly, the conclusions resulting from our review, related to the investments of the holding company as of September 30, 2008, in the amount of R$8,l45,49l thousand (R$6,567,883 thousand, as of June 30, 2008), and the loss generated for the quarter and the gain generated for the period of nine months ended on that date in the amounts of R$713,089 thousand and R$467,830 thousand, respectively; and related to the consolidated total assets of R$54,003,594 thousand as of September 30, 2008 (R$45,511,942 thousand, as of June 30, 2008); and consolidated net operating revenues for the quarter and period of nine months ended on that date, in the amounts of R$3,266,096 thousand and R$11,476,275 thousand, respectively; are based exclusively on those other auditors’ reviews report.

2.		Except as mentioned in paragraph 3, our review was conducted in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Brazilian Federal Accounting Council (CFC), and consisted, principally, of: (a) inquiries of and discussions with certain officials of the Company and its subsidiaries who have responsibility for accounting, financial and operating matters about the criteria adopted in the preparation of the interim financial statements; and (b) review of the information and subsequent events that have, or might have had, material effects on the financial position and results of operations of the Company and its subsidiaries.

3.		The financial statements for the quarter ended September 30, 2008, of certain investees, in which there are relevant investments accounted for by the equity method, have not been reviewed by independent auditors. Accordingly, the conclusions resulting from our review do not cover: R$24,120,628 thousand of these investments of the holding company as of September 30, 2008 (R$16,980,219 thousand, as of June 30, 2008); R$331,137 thousand of the losses for the quarter ended September 30, 2008 (gains generated in 2007, amounting to R$409,299 thousand) and R$410,436 thousand of the gains generated for period of nine months ended on that date (R$624,989 thousand, in 2007); consolidated total assets of R$9,100,439 thousand as of September 30, 2008 (R$5,345,399 thousand, as of June 30, 2008); and consolidated net operating revenues for the quarter ended September 30, 2008 in the amount of R$1,748,273 thousand (R$936,455 thousand, in 2007) and R$3,467,284 thousand for the period of nine months ended on that date (R$2,769,802 thousand, in 2007).

4.		Based on our review and on other auditors’ reviews reports and, except for the effects of the adjustments, if any, which might have been required if the financial statements of the investees, mentioned in paragraph 3 had been reviewed by independent auditors, we are not aware of any material modifications that should be made to the accounting information included in the interim financial statements referred to in paragraph 1 for them to be in conformity with standards established by the Brazilian Securities and Exchange Commission (CVM), specifically applicable to the preparation of the interim financial statements, including CVM Instruction No. 469, of May 2, 2008.

5.		As mentioned in note 5.3, on December 28, 2007, Law No. 11,638/07 was enacted, altering, revoking and adding new provisions to Law No. 6,404/76 (Brazilian Corporate Law). This Law is effective for fiscal years beginning on or after January 1, 2008 and introduced changes in Brazilian accounting practices. Although this Law has already become effective, certain changes introduced by it are subject to regulation by regulatory agencies before being fully applied by companies. Accordingly, during this transition phase, CVM, through the instruction No. 469/08, has permitted companies not to apply all the provisions of Law No. 11,638/07 in the preparation of the interim financial statements. Thus, the accounting information contained in the interim financial statements for the quarter ended September 30, 2008 have been prepared in conformity with specific instructions of the CVM and do not include all the changes in accounting practices introduced by Law No. 11,638/07.

6.		The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil.

Rio de Janeiro, October 23, 2008



DELOITTE TOUCHE TOHMATSU		Marcelo Cavalcanti Almeida
Auditores Independentes		Engagement Partner

B- Additional Information

8- Cash generation (unaudited)

Consolidated operating cash generation measured by EBITDA (earnings before financial results, equity in subsidiaries, interest, taxes, depreciation, amortization and depletion, increased by dividends received) was R$ 28,463,242 as of September 30, 2008 against R$ 27,188,495 as of September 30, 2007, a decrease of 4.7%.

EBITDA is not a BR GAAP measure and does not represent the expected cash flow for the reporting periods and, therefore, should not be considered as an alternative measure to net income (loss), as an indicator of our operating performance or as an alternative to cash flow as a liquidity source.

Our definition of EBITDA may not be comparable with EBITDA as defined by other companies.

EBITDA


	Quarter									Accumulated
	3Q/08			2Q/08			3Q/07			09/30/08			09/30/07
Operating profit — EBIT		10,109,919			9,200,013			6,985,045			24,634,831			24,259,424
Depreciation / amortization of goodwill		1,226,887			1,250,502			998,881			3,790,317			2,870,518

		11,336,806			10,450,515			7,983,926			28,425,148			27,129,942
Dividends received		15,228			22,866			13,084			38,094			58,553

EBITDA (LAJIDA)		11,352,034			10,473,381			7,997,010			28,463,242			27,188,495

Depreciation / amortization of goodwill		(1,226,887	)		(1,250,502	)		(998,881	)		(3,790,317	)		(2,870,518	)
Dividends received		(15,228	)		(22,866	)		(13,084	)		(38,094	)		(58,553	)
Equity Results		1,037,428			(943,411	)		(643,678	)		(355,163	)		(1,831,206	)
Non operational results		—			—			196,870			138,879			1,457,636
Financial results, net		1,312,234			(889,857	)		137,949			(1,633,790	)		(117,407	)
Income tax and social contribution		111,364			(2,571,182	)		(1,632,336	)		(3,129,701	)		(6,902,695	)
Minority interests		(137,558	)		(222,577	)		(385,119	)		(395,788	)		(1,269,858	)

Net income		12,433,387			4,572,986			4,658,731			19,259,268			15,595,894

Consolidated EBITDA by segment


	EBITDA
	Quarter									Accumulated
Segments	3Q/08			2Q/08			3Q/07			09/30/08			09/30/07
Ferrous minerals		8,780,635			7,173,376			4,353,412			19,354,045			12,346,394
Non-ferrous minerals		1,663,683			2,668,125			2,821,983			7,070,003			12,086,284
Logistics		397,194			251,213			417,679			961,767			1,198,420
Aluminum		440,912			371,819			537,428			1,074,529			1,792,501
Steel		71,054			82,364			21,388			175,020			102,429
Others		(1,444	)		(73,516	)		(154,880	)		(172,122	)		(337,533	)

		11,352,034			10,473,381			7,997,010			28,463,242			27,188,495

9- Management’S Discussion and Analysis of the Operating Results in September 30, 2008

In analyzing this information, some general aspects should be considered, as follows:

On September 30, 2008, about 94% of consolidated gross revenue and 42% of consolidated total costs are linked to currencies other than Brazilian reais. As a result, exchange rate fluctuations have a significant impact on financial income (expenses).

The average dollar rate fell 15.8% between periods (R$ 1.6864 as of September 30, 2008 against R$ 2.0018 as of September 30, 2007), partially offset by increases in prices, whereas exchange rates between the periods fell 4.1% (R$ 1.9143 as of September 30, 2008 against R$ 1.8389 as of September 30, 2007).

The Consolidated Trade Balance performance was as follows:


	In US$ million
	Quarter									Accumulated
	3Q/08			2Q/08			3Q/07			09/30/08			09/30/07
Exports		6,319			3,886			2,855			13,219			9,216
Imports		(494	)		(297	)		(194	)		(1,067	)		(537	)

		5,825			3,589			2,661			12,152			8,679

9.1- Consolidated

9.1.1- Gross revenue


	In thousands of metric tons (except railroad transportation)										In thousands of reais
	Quarter						Accumulated				Quarter						Accumulated
	3Q/08		2Q/08		3Q/07		09/30/08		09/30/07		3Q/08		2Q/08		3Q/07		09/30/08		09/30/07
Iron ore		74,645		67,684		66,418		207,118		184,291		10,050,183		7,925,990		5,908,410		23,176,641		16,312,099
Pellets (*)		11,959		10,981		10,540		32,796		30,296		3,107,230		2,453,663		1,576,266		6,995,807		4,771,804

		86,604		78,665		76,958		239,914		214,587		13,157,413		10,379,653		7,484,676		30,172,448		21,083,903

Manganese		251		301		150		698		452		196,135		135,564		26,525		400,860		80,336
Ferroalloys		95		125		127		343		362		608,858		631,709		316,334		1,744,324		868,328

												804,993		767,273		342,859		2,145,184		948,664

Copper		124		124		88		341		300		414,668		525,303		358,166		1,328,312		1,189,614
Finished copper		58		36		50		129		121		623,818		502,517		756,337		1,617,385		1,684,569
Nickel		69		69		177		204		500		2,262,081		3,105,285		93,307		8,645,951		238,676
Potash		126		181		272		465		866		169,816		173,588		111,296		454,862		326,289
Kaolin		287		337		61		887		200		95,657		88,543		3,772,241		276,910		16,084,951
Precious metals		24		21		29		64		69		252,444		239,380		245,065		762,049		648,820
Cobalt (t)		819		665		645		2,224		1,808		94,241		94,859		67,615		295,582		191,720

												3,912,725		4,729,475		5,404,027		13,381,051		20,364,639

Railroad transportation (millions of TKU) (**)		9,960		9,817		11,227		28,049		31,890		873,709		788,824		759,510		2,327,018		2,164,647
Port services		6,966		6,598		7,325		19,444		21,492		121,744		111,083		110,462		327,303		358,034
Boat services		—		—		—		—		—		23,202		22,505		18,969		67,416		42,234
Maritime transportation		—		—		—		—		—		14,961		9,602		5,004		30,739		88,441

												1,033,616		932,014		893,945		2,752,476		2,653,356

Aluminum		150		126		138		412		427		767,133		654,997		735,399		2,050,870		2,451,706
Alumina		1,163		861		828		2,857		2,294		709,860		582,668		543,319		1,774,331		1,583,536
Bauxite		1,127		1,092		1,207		3,212		3,674		68,547		63,328		78,924		193,189		246,750

												1,545,540		1,300,993		1,357,642		4,018,390		4,281,992

Steel		122		216		219		571		657		366,950		357,209		317,646		1,044,348		982,716
Pig iron		69		118		46		265		176		108,646		93,102		31,112		253,709		113,677
Coal		1,140		910		1,171		3,055		1,869		339,898		170,341		131,536		635,960		213,000
Other products and services		—		—		—		—		—		116,899		154,401		73,755		416,633		221,192

												932,393		775,053		554,049		2,350,650		1,530,585

												21,386,680		18,884,461		16,037,198		54,820,199		50,863,139


(*)		Includes revenues of providing services to subsidiaries of control shared in the amounts of R$10,439, R$11,974, R$19,497, R$43,039, and R$53,388 referring to the 3Q/08, 2Q/08, and 3Q/07, 09/30/08 and 09/30/07 respectively.

(**)		The Company carried through its railroad system of 7.198, 7.247, 8.064, 20.192 and 22.943 millions of TKUs of general cargo and 2.762, 2.570, 3.163, 7.857 and 8.947 millions of TKUs of iron ore for third parties in 3Q/08, 2Q/08, 3Q/07, 09/30/08 and 09/30/07, respectively.

Sales volume and revenues by products and services:

The 7.8% gross revenue decrease, from R$50,863,139 on September 30, 2007 to R$54,820,199 as of September 30, 2008 was due to:

	•		A decrease in prices charged for nickel sales; and

	•		A real valuation comparing to dollar of 4.1%.

Consolidated gross revenue by segment


							Holdings				Quarter												Accumulated
	Ferrous		Non - Ferrous
	Minerals		Minerals		Logistics		Aluminum		Others		3Q/08		%		2Q/08		%		3Q/07		%		09/30/08		%		09/30/07		%
External market
Latin America		602,990		2,842		—		110,816		—		716,648		3		761,103		4		545,660		3		1,967,273		4		1,716,274		3
Canada		17,284		324,992		—		209,563		—		551,839		3		850,496		5		867,558		5		2,131,188		4		2,687,840		5
United States (USA)		228,351		650,751		—		130,474		475,713		1,485,289		7		1,644,315		9		1,672,423		10		4,664,142		9		5,623,252		11
Germany		1,201,441		289,504		—		—		—		1,490,945		7		985,683		5		1,006,418		6		3,420,194		6		2,762,024		5
Belgium		341,986		7,377		—		182,670		—		532,033		2		399,744		2		347,547		2		1,243,728		2		1,064,045		2
France		543,423		31,013		—		—		—		574,436		3		409,672		2		288,994		2		1,262,309		2		1,096,937		2
England		300,728		279,014		—		12,585		—		592,327		3		758,355		4		541,520		3		1,860,608		3		1,720,069		3
Italy		290,562		25,089		—		—		—		315,651		1		413,297		2		299,266		2		1,045,794		2		863,951		2
Europe, except for Germany, Belgium, France, England and Italy		1,020,079		404,366		—		307,199		14,208		1,745,852		8		1,573,679		8		1,292,818		8		4,313,420		8		3,295,862		6
Middle East/Africa/Oceania		687,829		22,200		—		82,492		82,776		875,297		4		796,703		4		569,774		4		2,026,042		4		1,482,429		3
China		3,938,211		339,428		—		21,012		7,727		4,306,378		20		3,201,977		17		2,893,931		18		9,942,813		18		8,781,138		19
South Korea		425,074		223,071		—		—		—		648,145		3		604,292		3		375,138		2		1,705,640		3		2,159,985		4
Japan		1,292,157		507,040		—		262,311		177,386		2,238,894		10		2,007,601		11		1,883,469		12		5,774,844		10		5,986,637		12
Taiwan		148,842		331,301		—		—		—		480,143		2		512,536		3		534,800		3		1,446,992		3		3,185,431		6
Ásia, other than China, South Korea, Japan and Taiwan		671,668		289,156		—		—		57,686		1,018,510		6		942,442		5		472,836		5		2,836,626		5		1,235,036		2

		11,710,625		3,727,144		—		1,319,122		815,496		17,572,387		82		15,861,895		84		13,592,152		85		45,641,613		83		43,660,910		85
Brazil		2,362,542		219,093		1,002,787		229,787		84		3,814,293		18		3,022,566		16		2,445,046		15		9,178,586		17		7,202,229		15

Total		14,073,167		3,946,237		1,002,787		1,548,909		815,580		21,386,680		100		18,884,461		100		16,037,198		100		54,820,199		100		50,863,139		100

9.1.2- Cost of products and services


	Denominated in						Quarter						Accumulated
	R$			Other currencies			3Q/08		2Q/08		3Q/07		09/30/08		09/30/07
Personnel		573,102			460,842			1,033,944		1,009,063		912,519		2,994,125		2,777,939
Material		893,037			774,434			1,667,471		1,677,292		1,201,501		4,901,202		3,569,727
Oil and gas		815,597			277,637			1,093,234		885,652		798,903		2,821,543		2,262,107
Outsourced services		971,411			363,891			1,335,302		1,212,738		1,167,492		3,676,989		3,317,653
Energy		327,956			234,155			562,111		487,423		420,938		1,504,449		1,364,084
Raw Material		132,103			613,000			745,103		753,040		1,175,047		2,141,980		4,008,721
Depreciation and depletion		557,817			595,060			1,152,877		1,180,417		883,532		3,565,269		2,603,553
Amortization of goodwill		—			—			—		—		—		—		51,449
Others		777,162			274,579			1,051,741		685,812		707,356		2,439,186		1,968,358

Total		5,048,185			3,593,598			8,641,783		7,891,437		7,267,288		24,044,743		21,923,591

		58	%		42	%

The 9.7% increase in cost of products and services (R$21,923,591 as of September 30, 2007 against R$24,044,743 on September 30, 2008) was due to variations in volumes sold and adjustments to prices of materials, oil and gas, electricity and services that comprise production costs during the period.

9.1.3- Selling and administrative expenses

The costs of sales increased 42.9%, of R$260,598 on September 30, 2007 to R$372,391 on September 30, 2008, due primarily to Vale Australia Royaltes and demurrage payments, while administrative expenses increased 2.7%, from R$1,489,590 at September 30, 2007 as of R$1,529,548 on September 30, 2008.

9.1.4- Research and development

Research and development expenses increased by 44.7%, from R$935,035 as of September 30, 2007 to R$1,353,039 as of September 30, 2008, reflecting Vale’s plan to diversify production and expand production to meet global demand.

9.1.5- Other operating expenses

Other operating expenses increased R$413,417, from R$810,064 as September 30, 2007 to R$1,223,481 on September 30, 2008, basically due to provision for inventory of the Vale and performance bonus of Vale International.

9.1.6- Net financial results

Net financial results varied R$1,516,383 (R$1,633,790 as of September 30, 2008 against R$117,407 as of September 30, 2007), reflecting the effects of exchange rate variation of Brazilian real against US dollar on the debt.

9.1.7- Income tax and social contribution

Income and social contribution tax expenses totaled R$3,431,737 as of September 30, 2008 compared to R$6,902,695 as of September 30, 2007, mainly due to a decrease in taxable income.

9.2- Parent Company

9.2.1- Gross revenue

The 49.1% increase in gross revenue (R$24,878,808 as of September 30, 2008 against R$16,689,166 as of September 30, 2007) is a result of a 25.7% increase in volume of iron ore sold. These positive effects on the Company’s revenue were partially decreased by the average valuation of 4.1% of Brazilian real against US dollar on the Company’s revenue.

9.2.2- Cost of products and services

Cost of products and services sold as of September 30, 2008 was R$11,967,244, against R$9,266,379 as of September 30, 2007, representing a 29.1% increase. The main factors for such increase include higher volumes sold, contracts adjustments and increase in base of assets, which ultimately resulted in an increase in depreciation expenses.

9.2.3- Gross margin

Gross margin decreased 1.1% (from 55.9% as of September 30, 2007 to 54.8% as of September 30, 2008) mainly due to dollar devaluation against Brazilian real.

9.2.4- Equity Results

Equity in subsidiaries increased by R$5,210,323 from R$8,402,127 as of September 30, 2007 to R$13,612,450 as of September 30, 2008 mainly due to dollar devaluation in the period.

9.2.5- Selling and administrative expenses

Selling expenses increased by R$12,297, from R$10,804 as of September 30, 2007 to R$23,101 as of September 30, 2008, while administrative expenses increased 28.6% from R$715,413 as of September 30, 2007 to R$919,791 as of September 30, 2008, basically due to an increase in personnel expenses due to collective bargaining, professional service fees and infrastructure and support expenses, and .

9.2.6- Research and development

Research and development increased by 59%, from R$473,635 as of September 30, 2007 to R$753,146 as of September 30, 2008, reflecting Vale’s plan to diversify production and expand production to meet global demand.

9.2.7- Other operating expenses (income)

Other operating expenses increased by R$166,093, from income of R$160,919 as of September 30, 2007 to income of R$327,012 as of September 30, 2008.

9.2.8- Net financial results

Net financial results as of September 30, 2008 had a negative impact of R$6,266,357 (income of R$3,384,185 as of September 30, 2008 against R$2,882,172 as of September 30, 2007) basically due to the exchange rate variation effect of Brazilian Real against dollar for the foreign debt.

9.2.9- Income tax and social contribution

Income tax and social contribution revenue totaled R$639,505 as of September 30, 2008 compared to R$2,169,014 as of September 30, 2007, mainly due to a decrease in taxable income.

10- Board of Directors, Fiscal Council, Advisory Committees and Executive Officers


Board of Directors		Fiscal Council

Sérgio Ricardo Silva Rosa		Marcelo Amaral Moraes
Chairman		Chairman

Mário da Silveira Teixeira Júnior		Aníbal Moreira dos Santos
Vice-President		Antônio José de Figueiredo Ferreira
		Bernard Appy

Francisco Augusto da Costa e Silva
João Batista Cavagliberi		Alternate
Jorge Luiz Pacheco		Marcos Coimbra
José Ricardo Sasseron		Marcus Pereira Aucélio
Luciano Galvão Coutinho		Oswaldo Mário Pêgo de Amorim Azevedo
Masami lijima
Oscar Augusto de Camargo Filho
Renato da Cruz Gomes
Sandro Kohler Marcondes		Executive Officers

		Roger Agnelli
Advisory Committees of the Board of Directors		Chief Executive Officer and Investor Relations

Controlling Committee		Carla Grasso
Luiz Carlos de Freitas		Executive Officer for Human Resources and Corporate
Paulo Ricardo Ultra Soares		Services
Paulo Roberto Ferreira de Medeiros

		Demian Fiocca
Executive Development Committee		Executive Officer for Management and Sustainability
João Moisés de Oliveira
José Ricardo Sasseron		Eduardo de Salles Bartolomeo
Oscar Augusto de Camargo Filho		Executive Officer for Logistics

Strategic Committee		Fabio de Oliveira Barbosa
Roger Agnelli		Chief Financial Officer and Investor Relations
Mário da Silveira Teixeira Júnior
Oscar Augusto de Camargo Filho		José Carlos Martins
Sérgio Ricardo Silva Rosa		Executive Officer for Ferrous Minerals

Finance Committee		Murilo de Oliveira Ferreira
Fabio de Oliveira Barbosa		Executive Officer for Nickel and Basic Metals
Ivan Luiz Modesto Schara		Comercialization
Luiz Maurício Leuzinger
Wanderlei Viçoso Fagundes		Tito Botelho Martins
		Executive Officer for Non Ferrous and Energy

Governance and Sustainability Committee
Jorge Luiz Pacheco		Marcus Vinícius Dias Severini
Renato da Cruz Gomes		Chief Officer of Accounting and Control Department
Ricardo Simonsen

		Vera Lúcia de Almeida Pereira Elias
		Chief Accountant
		CRC-RJ-043059/O-8

EQUITY INVESTEE INFORMATION — 09/30/2008

Aluminum Area — Albras (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			109			99			117			—		325			108			123			108			104			443
Quantity sold — internal market	MT (thousand)			7			6			7			—		20			7			6			7			6			26

Quantity sold — total	MT (thousand)			116			105			124			—		345			115			129			115			110			469


Average sales price — external market	US$			2,486.87			2,939.31			2,888.76			—		2,696.61			2,688.76			2,727.00			2,631.55			2,405.80			2,611.76
Average sales price — internal market	US$			2,307.59			2,640.89			2,625.72			—		2,444.25			2,500.55			2,689.00			2,599.78			2,196.61			2,372.90
Average sales price — total	US$			2,476.70			2,920.77			2,874.64			—		2.682.19			2,677.30			2,724.78			2,585.19			2,393.38			2,598.49

Long-term indebtedness, gross	US$			283,333			300,521			266,666			—		266,666			319,272			311,912			305,833			300,718			300,718
Short-term indebtedness, gross	US$			111,462			90,031			127,730			—		127,730			3,501			—			2,034			40,083			40,083

Total indebtedness, gross	US$			394,795			390,552			394,396			—		394,396			322,773			311,912			307,867			340,801			340,801


Stockholders’ equity		R$		1,762,743			1,871,810			1,908,042			—		1,908,042			1,593,343			1,661,559			1,851,784			1,775,488			1,775,488


Net operating revenues		R$		507,262			513,302			583,876			—		1,604,440			654,600			700,893			577,381			478,152			2,411,026
Cost of products		R$		(389,192	)		(370,909	)		(431,517	)		—		(1,191,618	)		(419,374	)		(464,066	)		(400,422	)		(373,884	)		(1,657,746	)
Other expenses / revenues		R$		(33,556	)		(34,060	)		(30,811	)		—		(98,427	)		(23,417	)		(34,666	)		(29,700	)		(48,011	)		(135,794	)
Depreciation, amortization and depletion		R$		18,680			17,539			18,851			—		55,070			18,427			39,204			1,029			15,669			74,329

EBITDA		R$		103,194			125,872			140,399			—		369,465			230,236			241,365			148,288			71,926			691,815
Depreciation, amortization and depletion		R$		(18,680	)		(17,539	)		(18,851	)		—		(55,070	)		(18,427	)		(39,204	)		(1,029	)		(15,669	)		(74,329	)

EBIT		R$		84,514			108,333			121,548			—		314,395			211,809			202,161			147,259			56,257			617,486
Non recurrent intens (Write-down of assets)		R$		(6	)		—								(6	)		—			—			—			184			184
Net financial result		R$		(116,210	)		63,342			(72,234	)		—		(125,102	)		34,420			(19,200	)		128,740			67,136			211,096
Non operational results		R$		—											—			—			—			(5,519	)		—			(5,519	)

Income before income tax and social contribution		R$		(31,702	)		171,675			49,314			—		189,287			246,229			182,961			270,480			123,577			823,247
Income tax and social contribution		R$		(14,510	)		(62,608	)		(13,082	)		—		(90,200	)		(50,055	)		(114,746	)		(80,256	)		(13,901	)		(258,957	)

Net income		R$		(46,212	)		109,067			36,232			—		99,087			196,174			68,215			190,224			109,676			564,290

Aluminum Area — MRN (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			1,369			1,573			1,496			—		4,438			1,386			1,356			1,522			1,365			5,629
Quantity sold — internal market	MT (thousand)			2,621			2,949			3,268			—		8,838			3,350			2,969			2,939			2,993			12,251

Quantity sold — total	MT (thousand)			3,990			4,522			4,764			—		13,276			4,736			4,325			4,461			4,358			17,880


Average sales price — external market	US$			61.52			34.93			34.71			—		34.96			33.35			32.47			33.29			34.42			33.38
Average sales price — internal market	US$			53.89			31.24			31.96			—		31.61			27.04			27.04			27.69			28.38			27.52
Average sales price — total	US$			56.51			32.52			32.83			—		32.73			28.89			28.74			29.60			30.27			29.37

Long-term indebtedness, gross	US$			46,151			115,231			96,970			—		96,970			38,936			35,488			26,516			44,715			44,715
Short-term indebtedness, gross	US$			245,429			221,143			225,894			—		225,894			204,362			223,553			207,048			147,619			147,619

Total indebtedness, gross	US$			291,580			336,374			322,864			—		322,864			243,298			259,041			233,564			192,334			192,334


Stockholders’ equity		R$		634,170			687,360			717,533			—		717,533			715,623			825,859			933,029			592,007			592,007


Net operating revenues		R$		206,543			220,647			242,896			—		670,086			284,926			249,740			253,386			235,716			1,023,768
Cost of products		R$		(121,170	)		(150,287	)		(145,601	)		—		(417,058	)		(142,081	)		(133,000	)		(133,695	)		(133,914	)		(542,690	)
Other expenses / revenues		R$		(4,622	)		(5,480	)		(5,586	)		—		(15,688	)		(5,183	)		(5,832	)		(2,840	)		(5,273	)		(19,128	)
Depreciation, amortization and depletion		R$		28,386			28,305			28,322			—		85,013			27,234			27,984			27,491			28,118			110,827

EBITDA		R$		109,137			93,185			120,031			—		322,353			164,896			138,892			144,342			124,647			572,777
Depreciation, amortization and depletion		R$		(28,386	)		(28,305	)		(28,322	)		—		(85,013	)		(27,234	)		(27,984	)		(27,491	)		(28,118	)		(110,827	)

EBIT		R$		80,751			64,880			91,709			—		237,340			137,662			110,908			116,851			96,529			461,950
Net financial result		R$		(12,584	)		18,096			(53,799	)		—		(48,287	)		4,991			10,310			2,490			2,730			20,521

Income before income tax and social contribution		R$		68,167			82,976			37,910			—		189,053			142,653			121,218			119,341			99,259			482,471
Income tax and social contribution		R$		(25,009	)		(29,786	)		(7,737	)		—		(62,532	)		(12,368	)		(10,530	)		(12,171	)		(10,128	)		(45,197	)

Net income		R$		43,158			53,190			30,173			—		126,521			130,285			110,688			107,170			89,131			437,274

Aluminum Area — Alunorte (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			814			832			975			—		2,621			699			769			828			933			3,229
Quantity sold — internal market	MT (thousand)			235			258			301			—		794			244			252			248			271			1,015

Quantity sold — total	MT (thousand)			1,049			1,090			1,276			—		3,415			943			1,021			1,076			1,204			4,244


Average sales price — external market	US$			322.36			372.73			378.60			—		359.27			344.85			349.61			340.23			312.26			335.38
Average sales price — internal market	US$			287.59			340.49			342.74			—		325.30			309.77			311.69			306.88			275.46			300.38
Average sales price — total	US$			314.57			365.10			370.14			—		343.47			335.77			340.25			332.54			303.98			327.01

Long-term indebtedness, gross	US$			740,000			828,590			855,397			—		855,397			527,944			558,388			483,873			627,264			595,000
Short-term indebtedness, gross	US$			20,037			—			28,951			—		28,951			—			—			—		#REF!				32,264

Total indebtedness, gross	US$			760,037			828,590			884,348			—		884,348			527,944			558,388			483,873		#REF!				627,264


Stockholders’ equity		R$		4,077,566			4,233,439			4,345,957			—		4,345,957			3,602,210			3,766,403			4,119,110			4,136,553			4,120,607


Net operating revenues		R$		574,017			660,565			789,345			—		2,023,927			670,033			669,980			713,458			655,750			2,709,221
Cost of products		R$		(476,079	)		(478,374	)		(587,518	)		—		(1,541,971	)		(383,541	)		(430,068	)		(479,498	)		(512,055	)		(1,805,162	)
Other expenses / revenues		R$		(25,223	)		(26,517	)		(22,959	)		—		(74,699	)		(15,470	)		(21,684	)		(17,934	)		(30,690	)		(85,778	)
Depreciation, amortization and depletion		R$		36,013			30,350			30,294			—		96,657			27,145			31,041			28,305			30,193			116,684

EBITDA		R$		108,728			186,024			209,162			—		503,914			298,167			249,269			244,331			143,198			934,965
Depreciation, amortization and depletion		R$		(36,013	)		(30,350	)		(30,294	)		—		(96,657	)		(27,145	)		(31,041	)		(28,305	)		(30,193	)		(116,684	)

EBIT		R$		72,715			155,674			178,868			—		407,257			271,022			218,228			216,026			113,005			818,281
Net financial result		R$		(108,077	)		33,026			(57,123	)		—		(132,174	)		40,691			(29,795	)		57,674			52,961			121,531
Non recurrent intens (Write-down of assets)		R$		—											—			—			—			(37	)		108			71

Income before income tax and social contribution		R$		(35,362	)		188,700			121,745			—		275,083			311,713			188,433			273,663			166,074			939,883
Income tax and social contribution		R$		(7,679	)		(32,826	)		(9,227	)		—		(49,732	)		(37,767	)		(24,240	)		(69,500	)		(24,958	)		(156,465	)

Net income		R$		(43,041	)		155,874			112,518			—		225,351			273,946			164,193			204,163			141,116			783,418

Aluminum Area — Valesul (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			4			7			6			—		17			9			10			8			8			35
Quantity sold — internal market	MT (thousand)			16			15			19			—		50			10			16			15			30			71

Quantity sold — total	MT (thousand)			20			22			25			—		67			19			26			23			38			106


Average sales price — external market	US$			2,653.70			2,846.14			2,679.23			—		2,735.46			2,828.64			2,902.69			2,750.68			2,580.48			2,777.48
Average sales price — internal market	US$			3,786.95			4,168.23			3,321.93			—		3,674.75			4,037.71			4,068.49			4,045.36			3,415.84			3,722.07
Average sales price — total	US$			3,560.30			3,747.56			3,148.89			—		3,426.11			3,512.03			3,652.13			3,696.79			3,177.17			3,410.18

Stockholders’ equity		R$		637,555			644,643			650,810			—		650,810			279,134			662,457			671,728			649,126			649,126


Net operating revenues		R$		100,607			115,282			134,658			—		350,547			146,650			139,569			123,409			120,724			530,352
Cost of products		R$		(84,081	)		(91,021	)		(122,915	)		—		(298,017	)		(100,019	)		(108,609	)		(98,114	)		(103,968	)		(410,710	)
Other expenses / revenues		R$		(10,741	)		(10,754	)		(9,585	)		—		(31,081	)		(7,436	)		(6,773	)		(10,399	)		(7,611	)		(32,219	)
Depreciation, amortization and depletion		R$		8,099			5,909			7,084			—		21,092			3,765			3,662			6,691			6,718			20,836

EBITDA		R$		13,884			19,416			9,242			—		42,541			42,960			27,849			21,587			15,863			108,259
Depreciation, amortization and depletion		R$		(8,099	)		(5,909	)		(7,084	)		—		(21,092	)		(3,765	)		(3,662	)		(6,691	)		(6,718	)		(20,836	)

EBIT		R$		5,785			13,507			2,158			—		21,449			39,195			24,187			14,896			9,145			87,423
Net financial result		R$		(905	)		(372	)		10,469			—		9,192			(503	)		(392	)		(188	)		(1,021	)		(2,104	)

Income before income tax and social contribution		R$		4,880			13,135			12,627			—		30,641			38,692			23,795			14,708			8,124			85,319
Income tax and social contribution		R$		(2,814	)		(6,045	)		(6,460	)		—		(15,319	)		(6,298	)		(5,434	)		(5,437	)		(10,727	)		(27,896	)

Net income		R$		2,066			7,090			6,167			—		15,322			32,394			18,361			9,271			(2,603	)		57,423

Pellets Area — Hispanobras (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			404			400			618			—		1,422			565			504			527			394			1,990
Quantity sold — internal market	MT (thousand)			710			805			554			—		2,069			800			620			510			545			2,475

Quantity sold — total	MT (thousand)			1,114			1,205			1,172			—		3,491			1,365			1,124			1,037			939			4,465


Average sales price — external market	US$			71.45			203.07			227			—		326.85			69.26			77.40			72.50			73.25			72.97
Average sales price — internal market	US$			75.95			203.58			236			—		212.88			72.97			79.73			74.88			76.94			75.93
Average sales price — total	US$			74.32			203.41			231			—		232.86			71.43			78.69			73.67			75.39			74.71

Short-term indebtedness, gross	US$			75,338			58,382			7,474			—		7,474			6,213			9,338			14,212			45,583			45,583

Total indebtedness, gross	US$			75,338			58,382			7,474			—		7,474			6,213			9,338			14,212			45,583			45,583


Stockholders’ equity		R$		157,097			264,714			301.251			—		301.251			167,293			149,665			159,658			149,964			149,964


Net operating revenues		R$		144,995			409,554			274,225			—		828,774			205,706			175,156			146,352			127,964			655,178
Cost of products		R$		(129,399	)		(237,400	)		(196,794	)		—		(563,593	)		(164,230	)		(145,097	)		(100,792	)		(138,321	)		(548,440	)
Other expenses / revenues		R$		(4,226	)		(5,218	)		(3,828	)		—		(13,272	)		(2,313	)		(3,659	)		(28,043	)		(2,325	)		(36,340	)
Depreciation, amortization and depletion		R$		1,832			2,106			2,341			—		6,279			2,146			1,744			1,624			2,820			8,334

EBITDA		R$		13,202			169,042			75,944			—		258,188			41,309			28,144			19,141			(9,862	)		78,732
Depreciation, amortization and depletion		R$		(1,832	)		(2,106	)		(2,341	)		—		(6,279	)		(2,146	)		(1,744	)		(1,624	)		(2,820	)		(8,334	)

EBIT		R$		11,370			166,936			73,603			—		251,909			39,163			26,400			17,517			(12,682	)		70,398
Net financial result		R$		901			(2,986	)		11,974			—		9,889			(3,060	)		(3,412	)		(2,004	)		(1,425	)		(9,901	)

Income before income tax and social contribution		R$		12,271			163,950			85,577			—		261,798			36,103			22,988			15,513			(14,107	)		60,497
Income tax and social contribution		R$		(5,138	)		(56,334	)		(29,992	)		—		(91,464	)		(12,506	)		(8,787	)		(5,521	)		4,413			(22,401	)

Net income		R$		7,133			107,616			55,585			—		170,334			23,597			14,201			9,992			(9,694	)		38,096

Pellets Area — Itabrasco (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — external market	MT (thousand)			185			754			800			—		1,739			589			701			282			439			2,011
Quantity sold — internal market	MT (thousand)			843			90			273			—		1,206			283			657			562			605			2,107

Quantity sold — total	MT (thousand)			1,028			844			1,073			—		2,945			872			1,358			844			1,044			4,118


Average sales price — external market	US$			75.36			75.18			187.03			—		126.65			75.72			74.48			77.40			75.60			75.60
Average sales price — internal market	US$			75.11			82.52			137.90			—		90.61			71.33			73.81			75.02			74.37			73.64
Average sales price — total	US$			75.15			75.96			174.53			—		111.89			73.53			74.16			75.82			74.89			74.60

Short-term indebtedness, gross	US$			51,974			79,909			61,326			—		61,326			—			—			32,376			42,600			42,600

Total indebtedness, gross	US$			51,974			79,909			61,326			—		61,326			—			—			32,376			42,600			42,600


Stockholders’ equity		R$		165,101			166,240			230.754			—		230.754			143,226			117,480			126,996			160,386			160,386

Net operating revenues		R$		136,495			106,308			326,353			—		569,156			136,746			201,246			124,047			139,642			601,681
Cost of products		R$		(120,715	)		(102,629	)		(213,522	)		—		(436,866	)		(111,373	)		(171,403	)		(116,301	)		(124,474	)		(523,551	)
Other expenses / revenues		R$		(4,902	)		(4,749	)		(9,099	)		—		(18,750	)		2,557			(7,720	)		9,391			(3,852	)		376
Depreciation, amortization and depletion		R$		2,560			2,097			1,961			—		6,618			(1,325	)		4,645			1,137			2,160			6,617

EBITDA		R$		13,438			1,027			105,693			—		120,158			26,605			26,768			18,274			13,476			85,123
Depreciation, amortization and depletion		R$		(2,560	)		(2,097	)		(1,961	)		—		(6,618	)		1,325			(4,645	)		(1,137	)		(2,160	)		(6,617	)

EBIT		R$		10,878			(1,070	)		103,732			—		113,540			27,930			22,123			17,137			11,316			78,506
Net financial result		R$		(1,498	)		5,330			(3,629	)		—		203			(2,229	)		(1,148	)		(1,784	)		(1,216	)		(6,377	)

Income before income tax and social contribution		R$		9,380			4,260			100,103			—		113,743			25,701			20,975			15,353			10,100			72,129
Income tax and social contribution		R$		(4,665	)		(3,121	)		(35,589	)		—		(43,375	)		(9,706	)		(7,751	)		(6,198	)		(8,779	)		(32,434	)

Net income		R$		4,715			1,139			64,514			—		70,368			15,995			13,224			9,155			1,321			39,695

Pellets Area — Samarco (Adjusted and Unaudited)


			2008														2007
			As of and for the three-month periods ended														As of and for the three-month periods ended
Information			March 31			June 30			September 30			December 31		Total			March 31			June 30			September 30			December 31			Total

Quantity sold — Pellets	MT (thousand)			3,010			4,327			5,519			—		12,856			3,003			3,742			3,241			4,373			14,359
Quantity sold — Iron ore	MT (thousand)			168			140			154			—		462			463			638			302			358			1,761

Average sales price — Pellets	US$			105.51			142.07			152.30			—		105.51			77.51			82.38			83.61			82.58			81.70
Quantity sold — Iron ore	US$			47.61			98.95			73.86			—		47.61			46.79			46.78			45.30			49.14			47.01

Long-term indebtedness, gross	US$			799,634			799,597			799,666			—		799,666			737,926			817,457			807,753			799,087			799,087
Short-term indebtedness, gross	US$			591,496			845,623			987,132			—		987,132			192,157			323,841			397,992			572,218			572,218

Total indebtedness, gross	US$			1,391,130			1,645,220			1,786,798			—		1,786,798			930,083			1,141,298			1,205,745			1,371,305			1,371,305


Stockholders’ equity		R$		995,859			1,493,766			1,377,023			—		1,377,023			970,015			1,018,112			1,175,289			823,011			823,011


Net operating revenues		R$		576,988			1,033,109			1,387,256			—		2,997,353			557,293			667,398			551,937			684,666			2,461,294
Cost of products		R$		(275,764	)		(450,521	)		(520,484	)		—		(1,246,769	)		(233,161	)		(269,773	)		(221,186	)		(339,323	)		(1,063,443	)
Other expenses / revenues		R$		(76,574	)		(160,350	)		(89,263	)		—		(326,187	)		(39,119	)		(152,413	)		(62,990	)		(123,636	)		(378,158	)
Depreciation, amortization and depletion		R$		13,635			26,227			44,595			—		84,457			13,884			15,631			16,346			16,555			62,416

EBITDA		R$		238,285			448,465			822,104			—		1,508,854			298,897			260,843			284,107			238,262			1,082,109
Depreciation, amortization and depletion		R$		(13,635	)		(26,227	)		(44,595	)		—		(84,457	)		(13,884	)		(15,631	)		(16,346	)		(16,555	)		(62,416	)

EBIT		R$		224,650			422,238			777,509			—		1,424,397			285,013			245,212			267,761			221,707			1,019,693
Result of equity investiments		R$		—			—						—		—			4,856			6,120			2,532			(13,508	)		—
Net financial result		R$		5,635			176,662			(466,551	)		—		(284,254	)		73,965			26,485			43,064			45,347			188,861

Income before income tax and social contribution		R$		230,285			598,900			310,958			—		1,140,143			363,834			277,817			313,357			253,546			1,208,554
Income tax and social contribution		R$		(57,342	)		(100,979	)		(46,457	)		—		(204,778	)		(65,216	)		(66,798	)		(64,235	)		(40,322	)		(236,571	)

Net income		R$		172,943			497,921			264,501			—		935,365			298,618			211,019			249,122			213,224			971,983

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.