Edgar Filing: Companhia Vale do Rio Doce

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

COMPANHIA VALE DO RIO DOCE
INDEX TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION


	Page
Report of Independent Registered Public Accounting Firm		2

Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007		3

Condensed Consolidated Statements of Income for the three-month periods ended September 30, 2008, June 30, 2008 and September 30, 2007 and for the nine-month periods ended September 30, 2008 and 2007		5

Condensed Consolidated Statements of Cash Flows for the three-month periods ended September 30, 2008, June 30, 2008 and September 30, 2007 and for the nine-month periods ended September 30, 2008 and 2007		6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month periods ended September 30, 2008, June 30, 2008 and September 30, 2007 and for the nine-month periods ended September 30, 2008 and 2007		7

Notes to the Condensed Consolidated Financial Information		8

Supplemental Financial Information		32


		PricewaterhouseCoopers
		Rua de Candelárie, 65 11° - 15°
		20091-020 Rio de Janeiro, RJ - Brasil
		Caixa Postal 949
		Telefone (21) 3232-6112
		Fax (21) 2516-6319
		www.pwc.com/br

Report of Independent Registered
Public Accounting Firm

To the Board of Directors and Stockholders
Companhia Vale do Rio Doce:

We have reviewed the accompanying condensed consolidated balance sheet of Companhia Vale do Rio Doce and its subsidiaries as of September 30, 2008, and the related condensed consolidated statements of income, of cash flows and of stockholders’ equity for each of the three-month periods ended September 30, 2008, and June 30, 2008 and September 30, 2007 and for the nine-month periods ended September 30, 2008 and September 30, 2007. This interim financial information is the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2007, and the related consolidated statements of income, of cash flows and of stockholders’ equity for the year then ended (not presented herein), and in our report dated February 28, 2008, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.



PricewaterhouseCoopers		Rio de Janeiro, Brazil
Auditores Independentes		October 23, 2008

Condensed Consolidated Balance Sheets
Expressed in millions of United States Dollars


	September		December 31,
	30, 2008		2007
	(Unaudited)
Assets
Current assets
Cash and cash equivalents		14,626		1,046
Short term investments		634		—
Accounts receivable
Related parties		253		281
Unrelated parties		5,318		3,671
Loans and advances to related parties		149		64
Inventories		4,102		3,859
Deferred income tax		853		603
Recoverable taxes		1,369		1,159
Others		704		697

		28,008		11,380


Property, plant and equipment, net, and intangible assets		54,462		54,625
Investments in affiliated companies, joint ventures and other investments		2,673		2,922
Other assets
Goodwill on acquisition of subsidiaries		3,479		3,791
Loans and advances
Related parties		—		3
Unrelated parties		89		127
Prepaid pension cost		923		1,009
Prepaid expenses		128		200
Judicial deposits		1,182		1,124
Advances to suppliers — energy		506		574
Recoverable taxes		160		199
Unrealized gains on derivative instruments		206		673
Others		309		90

		6,982		7,790

TOTAL		92,125		76,717

Condensed Consolidated Balance Sheets
Expressed in millions of United States Dollars
(Except number of shares)


	(Continued)
	September			December 31,
	30, 2008			2007
	(Unaudited)
Liabilities and stockholders’ equity
Current liabilities
Suppliers		2,966			2,430
Payroll and related charges		710			734
Minimum annual dividends attributed to stockholders		1,340			2,683
Current portion of long-term debt — unrelated parties		733			1,249
Short-term debt		46			167
Loans from related parties		16			6
Provision for income taxes		637			1,198
Taxes payable and royalties		209			322
Employees post retirement benefits		137			131
Sub-concession		232			210
Unrealized losses on derivative instruments		98			346
Provisions for asset retirement obligations		61			64
Others		552			543

		7,737			10,083

Long-term liabilities
Employees post retirement benefits		2,270			2,204
Long-term debt — unrelated parties		18,393			17,608
Provisions for contingencies (Note 16 (b))		1,794			2,453
Deferred income tax		5,150			5,725
Provisions for asset retirement obligations		939			911
Sub-concession		232			210
Others		1,661			1,692

		30,439			30,803

Minority interests		2,731			2,555


Commitments and contingencies (Note 16)

Stockholders’ equity (Note 12)
Preferred class A stock — 7,200,000,000 no-par-value shares authorized and 2,108,579,618 issued		9,727			4,953
Common stock — 3,600,000,000 no-par-value shares authorized and 3,256,724,482 issued		15,262			7,742
Treasury stock — 30,340,904 preferred and 56,582,040 common shares		(389	)		(389	)
Additional paid-in capital		393			498
Mandatory convertible notes in common shares		1,288			1,288
Mandatory convertible notes in preferred shares		581			581
Other cumulative comprehensive income (loss)		(4,348	)		1,655
Undistributed retained earnings		14,183			15,317
Unappropriated retained earnings		14,521			1,631

		51,218			33,276

TOTAL		92,125			76,717

The accompanying notes are an integral part of this condensed consolidated financial information.

Condensed Consolidated Statements of Income
Expressed in millions of United States Dollars
(Except per share amounts)


										Nine-month period ended
	Three-month period ended (unaudited)									(unaudited)
	September 30,						September 30,			September 30,			September 30,
	2008			June 30, 2008			2007			2008			2007
Operating revenues, net of discounts, returns and allowances

Sales of ores and metals		10,425			9,445			6,927			26,727			21,228
Revenues from logistic services		473			462			391			1,297			1,136
Aluminum products		889			728			677			2,263			2,050
Other products and services		335			262			129			780			289

		12,122			10,897			8,124			31,067			24,703
Taxes on revenues		(383	)		(297	)		(226	)		(896	)		(624	)

Net operating revenues		11,739			10,600			7,898			30,171			24,079


Operating costs and expenses

Cost of ores and metals sold		(4,051	)		(3,834	)		(3,053	)		(11,325	)		(9,941	)
Cost of logistic services		(272	)		(256	)		(207	)		(740	)		(622	)
Cost of aluminum products		(684	)		(561	)		(419	)		(1,738	)		(1,219	)
Others		(109	)		(112	)		(106	)		(318	)		(177	)

		(5,116	)		(4,763	)		(3,785	)		(14,121	)		(11,959	)
Selling, general and administrative expenses		(374	)		(344	)		(287	)		(1,040	)		(821	)
Research and development		(331	)		(269	)		(206	)		(790	)		(471	)
Others		(383	)		11			(190	)		(535	)		(317	)

		(6,204	)		(5,365	)		(4,468	)		(16,486	)		(13,568	)

Operating income		5,535			5,235			3,430			13,685			10,511


Non-operating income (expenses)
Financial income		277			23			39			355			237
Financial expenses		(457	)		(349	)		(593	)		(1,366	)		(1,963	)
Gains (losses) on derivatives, net		(587	)		655			384			(226	)		581
Foreign exchange and monetary gains (losses), net		(321	)		838			564			605			2,272
Gain on sale of investments		—			—			103			80			777

		(1,088	)		1,167			497			(552	)		1,904

Income before income taxes, equity results and minority interests		4,447			6,402			3,927			13,133			12,415

Income taxes
Current		(477	)		(1,173	)		(975	)		(2,304	)		(3,291	)
Deferred		621			(333	)		28			584			306

		144			(1,506	)		(947	)		(1,720	)		(2,985	)

Equity in results of affiliates, joint ventures and other investments		290			260			165			669			459
Minority interests		(60	)		(147	)		(205	)		(231	)		(637	)

Net income		4,821			5,009			2,940			11,851			9,252


Basic and diluted earnings per share
Earnings per preferred share		0.94			1.01			0.59			2.34			1.90
Earnings per common share		0.94			1.01			0.59			2.34			1.90
Earnings per convertible notes linked to preferred share (*)		1.19			1.52			0.86			3.37			2.66
Earnings per convertible notes linked to common share (*)		1.25			1.54			0.94			3.53			2.85


(*)		Basic earnings per share only as dilution assumes conversion.

The accompanying notes are an integral part of this condensed consolidated financial information.

Condensed Consolidated Statements of Cash Flows
Expressed in millions of United States Dollars


										Nine-month period ended
	Three-month period ended (unaudited)									(unaudited)
	September 30,						September 30,			September 30,			September 30,
	2008			June 30, 2008			2007			2008			2007
Cash flows from operating activities:
Net income		4,821			5,009			2,940			11,851			9,252
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization		713			760			532			2,239			1,449
Dividends received		126			223			39			397			282
Equity in results of affiliates, joint ventures and other investments		(290	)		(260	)		(165	)		(669	)		(459	)
Deferred income taxes		(621	)		333			(28	)		(584	)		(306	)
Loss on disposal of property, plant and equipment		243			86			3			366			—
Gain on sale of investments		—			—			(103	)		(80	)		(777	)
Foreign exchange and monetary losses (gains), net		1,133			(1,300	)		(519	)		(289	)		(2,571	)
Unrealized derivative losses (gains), net		587			(655	)		(384	)		226			(581	)
Minority interests		60			147			205			231			637
Unrealized interest (income) expense, net		83			(45	)		9			119			125
Others		1			(3	)		68			(20	)		69
Decrease (increase) in assets:
Accounts receivable		(1,481	)		(802	)		489			(2,081	)		100
Inventories		(77	)		(283	)		(194	)		(424	)		215
Others		5			79			(467	)		(71	)		(372	)
Increase (decrease) in liabilities:
Suppliers		237			320			95			503			569
Payroll and related charges		97			177			121			26			64
Income taxes		(291	)		750			526			(259	)		975
Others		(14	)		(455	)		(327	)		(660	)		81

Net cash provided by operating activities		5,332			4,081			2,840			10,821			8,752

Cash flows from investing activities:
Short term investments		(634	)		—			—			(634	)		—
Loans and advances receivable
Related parties
Additions		—			(34	)		—			(34	)		(1	)
Repayments		15			—			—			40			10
Others		(40	)		1			3			(39	)		2
Judicial deposits		(26	)		(2	)		—			(62	)		(75	)
Additions to investments		(85	)		(11	)		(12	)		(109	)		(94	)
Additions to property, plant and equipment		(1,553	)		(2,105	)		(1,367	)		(5,283	)		(4,106	)
Proceeds from disposal of investments		—			—			134			134			1,042
Cash used to acquire subsidiaries, net of cash acquired		—			—			—			—			(2,926	)

Net cash used in investing activities		(2,323	)		(2,151	)		(1,242	)		(5,987	)		(6,148	)

Cash flows from financing activities:
Short-term debt, additions		65			209			472			1,075			2,462
Short-term debt, repayments		(65	)		(449	)		(472	)		(1,186	)		(3,163	)
Loans
Related parties
Additions		—			3			5			21			258
Repayments		(16	)		(2	)		—			(20	)		(234	)
Issuances of long-term debt
Others		71			236			54			1,637			6,566
Repayments of long-term debt
Others		(313	)		(647	)		(871	)		(1,065	)		(11,016	)
Mandatorily proceeds convertible notes		—			—			—			—			1,869
Capital increase		12,190			—			—			12,190			—
Interest attributed to stockholders		—			(1,250	)		—			(1,250	)		(825	)
Dividends to minority interest		—			(87	)		—			(87	)		(285	)

Net cash provided by (used in) financing activities		11,932			(1,987	)		(812	)		11,315			(4,368	)

Increase (decrease) in cash and cash equivalents		14,941			(57	)		786			16,149			(1,764	)
Effect of exchange rate changes on cash and cash equivalents		(2,469	)		(53	)		(52	)		(2,569	)		(176	)
Cash and cash equivalents, beginning of period		2,154			2,264			1,774			1,046			4,448

Cash and cash equivalents, end of period		14,626			2,154			2,508			14,626			2,508

Cash paid during the period for:
Interest on short-term debt		(1	)		(5	)		(1	)		(11	)		(41	)
Interest on long-term debt		(305	)		(357	)		(324	)		(941	)		(928	)
Income tax		(726	)		(320	)		(691	)		(2,718	)		(2,552	)

Non-cash transactions
Interest capitalized		(14	)		(14	)		(20	)		(45	)		(63	)

The accompanying notes are an integral part of this condensed consolidated financial information.

Condensed Consolidated Statements of Changes in Stockholders’ Equity
Expressed in millions of United States Dollars
(except number of shares and per-share amounts)


	Three-month period ended (unaudited)									Nine-month period ended (unaudited)
	September 30,						September 30,			September 30,			September 30,
	2008			June 30, 2008			2007			2008			2007
Preferred class A stock (including twelve special shares)
Beginning of the period		4,953			4,953			4,953			4,953			4,702
Capital increase		4,774			—			—			4,774			—
Transfer from undistributed retained earnings		—			—			—			—			251

End of the period		9,727			4,953			4,953			9,727			4,953

Common stock
Beginning of the period		7,742			7,742			7,742			7,742			3,806
Capital increase		7,520			—			—			7,520			—
Transfer from undistributed retained earnings		—			—			—			—			3,936

End of the period		15,262			7,742			7,742			15,262			7,742

Treasury stock
Beginning and end of the period		(389	)		(389	)		(389	)		(389	)		(389	)

Additional paid-in capital
Beginning of the period		498			498			498			498			498
Change in the period		(105	)		—			—			(105	)		—

End of the period		393			498			498			393			498

Mandatory convertible notes in common shares
Beginning of the period		1,288			1,288			1,288			1,288			1,288

Mandatory convertible notes in preferred shares
Beginning of the period		581			581			581			581			581

Other cumulative comprehensive income (deficit)
Cumulative translation adjustments
Beginning of the period		2,842			1,135			(464	)		1,340			(1,628	)
Change in the period		(6,835	)		1,707			1,467			(5,333	)		2,631

End of the period		(3,993	)		2,842			1,003			(3,993	)		1,003

Unrealized gain (loss) on available-for-sale securities
Beginning of the period		111			205			205			211			271
Change in the period		(190	)		(94	)		24			(290	)		(42	)

End of the period		(79	)		111			229			(79	)		229

Surplus (deficit) accrued pension plan
Beginning of the period		164			60			472			75			353
Change in the period		(468	)		104			68			(379	)		187

End of the period		(304	)		164			540			(304	)		540

Cash flow hedge
Beginning of the period		8			2			14			29			—
Change in the period		20			6			9			(1	)		23

End of the period		28			8			23			28			23

Total other cumulative comprehensive income (loss)		(4,348	)		3,125			1,795			(4,348	)		1,795

Undistributed retained earnings
Beginning of the period		17,021			15,508			6,233			15,317			9,555
Transfer from/to unappropriated retained earnings		(2,838	)		1,513			327			(1,134	)		1,192
Transfer to capital stock		—			—			—			—			(4,187	)

End of the period		14,183			17,021			6,560			14,183			6,560

Unappropriated retained earnings
Beginning of the period		6,886			3,435			7,952			1,631			2,505
Net income		4,821			5,009			2,940			11,851			9,252
Interest attributed to mandatory covertible debt
Preferred class A stock		(8	)		(15	)		(14	)		(31	)		(14	)
Common stock		(16	)		(30	)		(27	)		(64	)		(27	)
Appropriation from/to undistributed retained earnings		2,838			(1,513	)		(327	)		1,134			(1,192	)

End of the period		14,521			6,886			10,524			14,521			10,524

Total stockholders’ equity		51,218			41,705			33,552			51,218			33,552


Preferred class A stock (including twelve special shares)		2,108,579,618			1,919,516,400			1,919,516,400			2,108,579,618			1,919,516,400
Common stock		3,256,724,482			2,999,797,716			2,999,797,716			3,256,724,482			2,999,797,716
Treasury stock
Beginning of the period		(86,923,052	)		(86,923,052	)		(86,923,328	)		(86,923,184	)		(86,927,072	)
Sales		108			—			144			240			3,888

End of the period		(86,922,944	)		(86,923,052	)		(86,923,184	)		(86,922,944	)		(86,923,184	)

		5,278,381,156			4,832,391,064			4,832,390,932			5,278,381,156			4,832,390,932

The accompanying notes are an integral part of this condensed consolidated financial information

Notes to the Condensed Consolidated Financial Information
Expressed in millions of United States Dollars, unless otherwise stated

1		The Company and its operation

		Companhia Vale do Rio Doce (Vale) is a limited liability company, duly organized under the laws of the Federative Republic of Brazil. Operations are carried out through Vale and our subsidiary companies, joint ventures and affiliates, and mainly consist of mining, non-ferrous metal production, logistics and steel activities.

		On September 30, 2008, the main operating subsidiaries we consolidate are described as follows:

% voting

Head office

Subsidiary

% ownership

capital

location

Principal activity

Alumina do Norte do Brasil S.A. — Alunorte (“Alunorte”)

57.03

59.02

Brazil

Alumina

Alumínio Brasileiro S.A. — Albras (“Albras”)

51.00

Brazil

Aluminum

CADAM S.A (CADAM)

61.48

100.00

Brazil

Kaolin

CVRD Overseas Ltd.

100.00

Cayman Islands

Trading

Ferrovia Centro-Atlântica S. A.

100.00

Brazil

Logistics

Mineração Onça Puma Ltda

100.00

Brazil

Nickel

Minerações Brasileiras Reunidas S.A. — MBR

92.99

Brazil

Iron ore

Pará Pigmentos S.A. (“PPSA”)

86.17

85.57

Brazil

Kaolin

PT International Nickel Indonesia Tbk (“PT Inco”)

61.16

Indonesia

Nickel

Rio Doce Manganês S.A.

100.00

Brazil

Manganese and Ferroalloys

Rio Doce Manganèse Europe — RDME

100.00

France

Ferroalloys

Rio Doce Manganese Norway — RDMN

100.00

Norway

Ferroalloys

Vale Australia Pty Ltd.

100.00

Australia

Coal

Vale Inco Limited

100.00

Canada

Nickel

Vale International S.A (formerly CVRD International S.A)

100.00

Swiss

Trading

Valesul Aumínio S.A.

100.00

Brazil

Aluminum

2		Basis of consolidation

		All majority-owned subsidiaries in which we have both share and management control are consolidated. All significant intercompany accounts and transactions are eliminated. Our variable interest entities in which we are the primary beneficiary are consolidated. Investments in unconsolidated affiliates and joint ventures are accounted for under the equity method (Note 9).

		We evaluate the carrying value of our equity accounted investments in relation to publicly quoted market prices when available. If the quoted market price is below book value, and such decline is considered other than temporary, we write-down our equity investments to quoted market value.

		We define joint ventures as businesses in which we and a small group of other partners each participate actively in the overall entity management, based on a shareholders agreement. We define affiliates as businesses in which we participate as a minority stockholder but with significant influence over the operating and financial policies of the investee.

		Our participation in hydroelectric projects are made via consortium contracts under which we have an undivided interests in assets and are liable for our proportionate share of liabilities and expenses, which are based on our proportionate share of power output. We do not have joint liability for any obligations, and all our recorded costs, income, assets and liabilities relate to the entities within our group. Since there is no separate legal entity for these projects, there are no separate financial statements, income tax return, net income or shareholders’ equity. Brazilian corporate law explicitly states that no separate legal entity arises from consortium contract. Accordingly, we recognize our proportionate share of costs and our undivided interest in assets relating to hydroelectric projects.

3		Basis of Presentation

		Our condensed consolidated interim financial information for the three-month periods ended September 30, 2008, June 30, 2008, and September 30, 2007 and for the nine-month periods ended September 30, 2008 and 2007, prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), are unaudited. However, in our opinion, such condensed consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for interim periods. The results of operations for the three-month and nine-month periods ended September 30, 2008, are not necessarily indicative of the actual results expected for the full fiscal year ending December 31, 2008.

		These condensed consolidated financial information should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2007, prepared in accordance with US GAAP.

		In preparing the condensed consolidated financial information, we are required to use estimates to account for certain assets, liabilities, revenues and expenses. Our condensed consolidated financial statements therefore include various estimates concerning the selection of useful lives of property, plant and equipment, provisions necessary for contingent liabilities, fair values assigned to assets and liabilities acquired and assumed in business combinations, income tax uncertainties, employee post-retirement benefits and other similar evaluations. Actual results may vary from our estimates.

		The U.S. Dollar amounts for the periods and years presented, regarding the entities that that have a functional currency different from the U.S. Dollar, which is our presentation currency, have been translated from the original functional currency amounts in accordance with the criteria set forth in Statement of Financial Accounting Standards (SFAS) 52 — “Foreign Currency Translation” (SFAS 52).

		As a result, we have translated: (a) all assets and liabilities for each balance sheet presented at the closing rate at each balance sheet date (or the first available exchange rate if exchange on the last day of the period was not available), (b) all accounts in the statement of income at average exchange rates prevailing during the period. The translation gain or loss resulting from this remeasurement process is included in the cumulative translation adjustments account in stockholders’ equity.

		The exchange rates used to translate the assets and liabilities of the Brazilian operations at September 30, 2008 and December 31, 2007, were R$ 1.9143 and R$ 1.7713, respectively.

4		Recently-issued accounting pronouncements

		In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3), which clarifies the application of SFAS 157 when the market for a financial asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value. The guidance in FSP 157-3 is effective immediately.

		In June 2008, the Financial Accounting Standards Board (FASB) issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. The objective of this FSP is to addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, Earnings per Share. It is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early application is not permitted. We are currently studying the effects of this pronouncement.

		In May 2008, the Financial Accounting Standards Board (FASB) issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. This FASB Staff Position (FSP) clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. We are currently studying the effects of this pronouncement.

		In May 2008, the Financial Accounting Standards Board (FASB) issued FSP FAS 162, “The Hierarchy of Generally Accepted Accounting Principles”. The objective of this FSP is to identify the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. There are no specific disclosure requirements with this statement.

		In April 2008, the Financial Accounting Standard s Board (FASB) issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”. The objective of this FSP is to address situations of renewing or extending the useful life of a recognized intangible asset. It is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early application is not permitted. We are currently studying the effects of this pronouncement.

5		Major acquisitions and disposals

		In February 2008, we sold all of our interest in Jubilee Mines N.L. (held by our subsidiary Vale Inco), corresponding to 4.83% of its common shares, for US$ 134 generating a gain of US$ 80.

		In October, 2007 we were awarded, in a public auction, a 30-year sub-concession agreement, under which we purchased the right to use the Ferrovia Norte Sul S.A. — FNS for US$ 837, payable in three installments. The first installment, equivalent to US$ 412 and corresponding to 50% was paid in December 2007. The second and third installments, each one representing 25% of the total amount, are to be paid in December 2008, and 2009, upon the completion of the railroad. The outstanding installments are indexed to the general price index (IGP-DI) and accrue interest of 12% p.a.

		In July 2007, we sold our interest in Lion Ore Mining International Ltd.(held by our subsidiary Vale Inco), corresponding to 1.8% of its common shares for US$ 105, generating a gain of US$ 80.

		In June 2007, we sold through primary and secondary public offerings, 25,213,664 common shares, representing 57.84% of the total capital of our subsidiary Log-In Logística Intermodal S.A. (“Log-In”) for US$ 179, recording a gain of US$ 155.

		In July 2007, we sold an additional 5.1% stake in Log-In for US$ 24 recording a gain of US$ 21. At December 31, 2007, we held 31.33% of the voting and total capital of this entity, which is accounted for as at the equity method.

		In May 2007, we sold in a public offering, part of our stockholding in Usinas Siderúrgicas de Minas Gerais S.A. — USIMINAS, an available-for-sale investee, for US$ 728, recording a gain of US$ 456. We have retained the minimum number of shares required to participate in the current shareholders agreement of the investee.

		In May 2007, we acquired a further 6.25% of the total share capital of Empreendimentos Brasileiros de Mineração S.A. (EBM), which main asset is its interest in MBR, for US$ 231 and as a result, our direct and indirect stake in MBR increased to 92.99% of total and voting capital. We simultaneously entered into an usufruct agreement with minority shareholders whereby they transferred to us all rights and obligations with respect to their EBM shares, including rights to dividends for the next 30 years, for which we will make an initial payment of US$ 61 plus an annual fee of US$ 48 for each of the next 29 years. The present value of the future obligation is recorded as a liability and the corresponding charge recorded to minority interests in the balance sheet.

		In April 2007, we concluded the acquisition of 100% of Vale Australia (former AMCI Holdings Australia Pty — AMCI HA), a private company domiciled in Australia, which owns and operates coalmines in that country, for US$ 656.

6		Income taxes

		Income taxes in Brazil comprise federal income tax and social contribution, which is an additional federal tax. The statutory composed enacted tax rate applicable in the periods presented is 34% represented by a 25% federal income tax rate plus a 9% social contribution rate.

		In other countries where we have operations, the applicable tax rates vary from 1.67% to 40%.

		The amount reported as income tax expense in our consolidated financial statements is reconciled to the statutory rates as follows:


	Three-month period ended (unaudited)
	September 30, 2008									June 30, 2008									September 30, 2007
	Brazil			Foreign			Total			Brazil			Foreign			Total			Brazil			Foreign			Total
Income before income taxes, equity results and minority interests		334			4,113			4,447			4,067			2,335			6,402			2,062			1,865			3,927

Federal income tax and social contribution expense at statutory enacted rates		(114	)		(1,398	)		(1,512	)		(1,383	)		(794	)		(2,177	)		(701	)		(634	)		(1,335	)
Adjustments to derive effective tax rate:
Tax benefit on interest attributed to stockholders		278			—			278			7			—			7			124			—			124
Difference on tax rates of foreign income		—			808			808			—			602			602			—			529			529
Functional currency — not taxable		—			633			633			—			(287	)		(287	)		—			(314	)		(314	)
Tax incentives		14			—			14			72			—			72			50			—			50
Other non-taxable gains (losses)		57			(134	)		(77	)		358			(81	)		277			—			(1	)		(1	)

Federal income tax and social contribution expense in consolidated statements of income		235			(91	)		144			(946	)		(560	)		(1,506	)		(527	)		(420	)		(947	)


	Nine-month period ended (unaudited)
	September 30, 2008									September 30, 2007
	Brazil			Foreign			Total			Brazil			Foreign			Total
Income before income taxes, equity results and minority interests		4,923			8,210			13,133			6,470			5,945			12,415

Federal income tax and social contribution expense at statutory enacted rates		(1,674	)		(2,791	)		(4,465	)		(2,200	)		(2,021	)		(4,221	)
Adjustments to derive effective tax rate:
Tax benefit on interest attributed to stockholders		454			—			454			345			—			345
Difference on tax rates of foreign income		—			1,381			1,381			—			855			855
Functional currency — not taxable		—			315			315			—			(250	)		(250	)
Tax incentives		101			—			101			167			—			167
Other non-taxable gains (losses)		356			138			494			91			28			119

Federal income tax and social contribution expense in consolidated statements of income		(763	)		(957	)		(1,720	)		(1,597	)		(1,388	)		(2,985	)

We have certain income tax incentives relating to our manganese operations in Carajás, our potash operations in Rosario do Catete, our alumina and aluminum operations in Barcarena and our kaolin operations in Ipixuna and Mazagão. The incentives relating to manganese comprise partial exemption up to 2013. The incentive relating to alumina and potash comprise full income tax exemption on defined production levels, which expires in 2009 and 2013, respectively, while the partial exemption incentives relative to aluminum and kaolin expire in 2013. An amount equal to the tax saving must be appropriated to a reserve account within stockholders’ equity and may not be distributed in the form of cash dividends.

		We also have income tax incentives related to our Goro Project under development in New Caledonia. These incentives include income tax holiday 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 holiday. In addition, Goro qualifies for certain exemptions from indirect taxes such as import duties during the construction phase and throughout the commercial life of the project. Certain of these tax benefits, including the income tax holiday, are subject to an earlier phase out should the project achieve a specified cumulative rate of return. We are 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, we have not recorded any taxable income for New Caledonian tax purposes. The benefits of this legislation are expected to apply with respect to taxes payable once the Goro project is in operation.

		Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

		We are subject to examination by the tax authorities for up to five years regarding our operations in Brazil, ten years for Indonesia, and five and six years for Canada, except for Newfoundland which has no limit.

		Brazilian tax loss carryforwards have no expiration date though offset is restricted to 30% of annual taxable income.

		The reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (note 16 (b)):


	September 30,
	2008 (unaudited)			December 31, 2007
Beginning of the period		1,046			663

Increase resulting from tax positions taken		372			264
Decrease resulting from tax positions taken		(352	)		(47	)
Changes in tax legislation		2			29
Effects of translation from Brazilian Reais into U. S.		(64	)		137

End of the period		1,004			1,046

Cash and cash equivalents


	September 30,		December 31,
	2008		2007
	(Unaudited)
Cash		518		424
Deposits denominated in Brazilian Reais		9,151		123
Deposits denominated in other currencies mainly United States dollars		4,957		499

		14,626		1,046

		The increase in cash and cash equivalents corresponding mainly to the proceeds received from the global offering (note 12)

8		Inventories


	September 30, 2008		December 31, 2007
	(Unaudited)
Finished products
Nickel (co-products and by-products)		1,864		1,812
Iron ore and pellets		589		588
Manganese and ferroalloys		117		106
Aluminum products		172		176
Kaolin		46		42
Copper concentrate		24		15
Coal		33		38
Others		60		36
Spare parts and maintenance supplies		1,197		1,046

		4,102		3,859

There was no write down recorded in the periods presented.

Investments in affiliated companies and joint ventures


	September 30, 2008								Investments					Equity in results of affiliates, joint ventures and other investments															Dividends received
					(Unaudited)
																				Nine-month period ended															Nine-month period ended
													Three-month period ended (unaudited)									September 30, (unaudited)							Three-month period ended (unaudited)						September 30, (unaudited)
							Net income
	Participation in				Net		(loss) for the		September		December		September				June 30,			September									September		June 30,		September
	capital (%)				equity		period		30, 2008		31, 2007			30, 2008			2008			30, 2007			2008			2007			30, 2008		2008		30, 2007		2008		2007
	voting		total						(Unaudited)
Ferrous
Companhia Nipo-Brasileira de Pelotização — NIBRASCO (1)		51.11		51.00		221		129		113		61			36			34			5			66			10			—		—		—		—		—
Companhia Hispano-Brasileira de Pelotização — HISPANOBRÁS (1)		51.00		50.89		157		102		80		43			17			33			3			52			12			6		—		—		6		16
Companhia Coreano-Brasileira de Pelotização — KOBRASCO (1)		50.00		50.00		149		79		75		45			19			19			5			40			15			—		—		—		—		—
Companhia Italo-Brasileira de Pelotização — ITABRASCO (1)		51.00		50.90		119		40		61		46			18			1			2			20			10			—		—		—		—		8
Minas da Serra Geral S.A. — MSG		50.00		50.00		52		3		26		30			1			—			1			2			2			—		—		—		—		—
SAMARCO Mineração S.A. — SAMARCO (2)		50.00		50.00		926		556		519		546			82			148			67			278			186			112		138		25		250		125
Others		—		—		—		—		30		30			2			1			2			5			3			—		—		—		—		—

										904		801			175			236			85			463			238			118		138		25		256		149
Logistics
LOG-IN Logística Intermodal S.A.(3)		31.33		31.33		337		32		109		107			3			6			4			14			2			—		3		—		3		—
MRS Logística S.A		37.86		41.50		696		63		289		342			44			(47	)		31			26			84			—		34		—		34		27

										398		449			47			(41	)		35			40			86			—		37		—		37		27
Holdings
Steel
California Steel Industries Inc. — CSI		50.00		50.00		390		91		195		163			18			22			1			46			5			—		—		—		—		11
THYSSENKRUPP CSA Companhia Siderúrgica (Cost $431) - available-for-sale		11.05		11.05		—		—		443		388			—			—			—			—			—			—		—		—		—		—
Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (cost $180) — available-for-sale (5)		—		—		—		—		199		465			8			10			7			18			31			8		10		7		18		31

										837		1,016			26			32			8			64			36			8		10		7		18		42
Bauxite
Mineração Rio do Norte S.A. — MRN		40.00		40.00		315		101		126		184			18			8			21			40			63			—		38		7		86		64

										126		184			18			8			21			40			63			—		38		7		86		64
Coal
Henan Longyu Resources Co. Ltd		25.00		25.00		752		256		188		115			28			19			12			64			34			—		—		—		—		—
Shandong Yankuang International Company Ltd		25.00		25.00		99		—		25		23			—			1			—			—			(2	)		—		—		—		—		—

										213		138			28			20			12			64			32			—		—		—		—		—
Nickel
Heron Resources Inc (cost $25) — available-for-sale		—		—		—		—		7		34			—			—			—			—			—			—		—		—		—		—
Jubilee Mines N.L (cost $5) (4) — available-for-sale		—		—		—		—		—		126			—			—			—			—			—			—		—		—		—		—
Mirabela Nickel Ltd (cost $24) — available-for-sale		—		—		—		—		43		72			—			—			—			—			—			—		—		—		—		—
Hudbay Minerals formely Skye Resources Inc (cost $ 36) — available-for-sale		—		—		—		—		23		44			—			—			—			—			—			—		—		—		—		—
Others		—		—		—		—		20		23			—			—			4			—			4			—		—		—		—		—

										93		299			—			—			4			—			4			—		—		—		—		—
Other affiliates and joint ventures
Others		—		—		—		—		102		35			(4	)		5			—			(2	)		—			—		—		—		—		—

										102		35			(4	)		5			—			(2	)		—			—		—		—		—		—

										1,371		1,672			68			65			45			166			135			8		48		14		104		106

Total										2,673		2,922			290			260			165			669			459			126		223		39		397		282


(1)		Although Vale held a majority of the voting interest of investees accounted for under the equity method, existing veto rights held by minority shareholders under shareholder agreements preclude consolidation;

(2)		Investment includes goodwill of US$ 67 in 2008 and US$ 61 in 2007;

(3)		Investment non consolidated since June, 2007;

(4)		Sold in February, 2008 (note 5);

(5)		Equity in results of affilites refers to dividends received.

10		Short-term debt

		Our short-term borrowings are mainly from commercial banks and relate to export financing denominated in United States Dollars.

		Average interest rates on short-term borrowings were 4.16%, and 5.5% at September 30, 2008 and December 31, 2007, respectively.

11		Long-term debt


	Current liabilities				Long-term liabilities
	September 30,		December		September 30,		December
	2008		31, 2007		2008		31, 2007
	(Unaudited)				(Unaudited)
Foreign debt

Loans and financing denominated in the following currencies:
United States Dollars		242		212		5,912		5,927
Others		25		64		207		214

Fixed Rate Notes — US$ denominated		—		—		6,641		6,680
Debt securities — export sales (*) — US$ denominated		55		53		164		205
Perpetual notes		—		—		83		87
Accrued charges		179		282		—		—

		501		611		13,007		13,113


Local debt

Denominated in Long-Term Interest Rate — TJLP/CDI		40		586		2,261		1,148
Denominated in General Price Index-Market (IGPM)		—		1		1		1
Basket of currencies		1		2		5		6
Non-convertible debentures		—		—		3,119		3,340
Accrued charges		191		49		—		—

		232		638		5,386		4,495

Total		733		1,249		18,393		17,608


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

The long-term portion at September 30, 2008 falls due as follows:


2009			48
2010			2,337
2011			2,408
2012			695
2013 and thereafter			12,576
No due date (Perpetual notes and non-convertible debentures)			329

			18,393

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


Up to 3%			21
3.1% to 5%			5,791
5.1% to 7%			5,618
7.1% to 9%			2,885
9.1% to 11%			105
Over 11% (*)			4,623
Variable (Perpetual notes)			83

			19,126


(*)		Includes non-convertible debentures and other Brazilian-reais denominated debt that bear interest at CDI and TJLP (Brazilian interbank certificate of deposit) rate plus spread. For these operations we have entered into derivative transactions to hedge our exposure on the floating rate debt denominated in reais. The total outstanding amount for these transactions is US$ 5,160 and the average cost of such debt after the hedge transactions is 5.18%.

The indexes applied to our debt were as follows (unaudited):


						As of - %
	September 30, 2008		June 30, 2008			December 31, 2007
TJLP — Long-Term Interest Rate (effective rate)		1.5		1.5			1.5
IGP-M — General Price Index — Market		1.6		4.3			3.5
Devaluation of United States Dollar against Real		20.0		(9.0	)		(3.7	)

		In January, 2008 we entered into a trade finance agreement with a local Brazilian bank in the amount of US$ 1,100 with final maturity in 2018.

		In April 2008, we 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

		We 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$ 1,900, being US$ 1,150 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 by way of letters of credit.

		On September 30, 2008 the US Dollar denominated Fixed Rate Notes of US$ 6,641 (December 31, 2007 – US$ 6,680) and other debt of US$ 11,888 (December 31, 2007 – US$ 11,511) are unsecured. The export securitization of US$ 219 (December 31, 2007 – US$ 258) is debt securities collateralized by future receivables arising from certain export sales of our subsidiary CVRD Overseas Ltd. Loans from International lenders of US$ 57 (December 31, 2007 – US$ 82) are guaranteed by Brazilian Federal Government, to which we have provided counter guarantees in the same amount. The remaining long-term debt of US$ 321 (December 31, 2007 – US$ 326) is collateralized mainly by receivables of our subsidiaries.

		Some of our long-term debt instruments contain financial covenants. Our principal covenants require us to maintain certain ratios, such as debt to EBITDA and interest coverage. We were in full compliance with our financial covenants as of September 30, 2008.

12		Stockholders’ equity

		Each holder of common and preferred class A stock is entitled to one vote for each share on all matters resolved at the stockholders’ meetings, except for the election of the Board of Directors, which is restricted to the holders of common stock. The Brazilian Government holds twelve preferred special shares which confer to it permanent veto rights over certain matters.

		Both common and preferred stockholders are entitled to receive a mandatory minimum dividend of 25% of annual adjusted net income based on the statutory accounting records, upon approval at the annual stockholders’ meeting. In the case of preferred stockholders, this dividend cannot be less than 6% of the preferred capital as stated in the statutory accounting records or, if greater, 3% of the statutory book equity value per share. For the year ended December 31, 2007, this annual minimum dividend corresponded to US$ 2,691 of which US$ 8 was paid in October 2007 and therefore we accrued the remaining value of US$ 2,683 with a direct charge to stockholders’ equity. In April 2008 we paid US$ 1,250 related to the accrued amounts for 2007. In October 2008 the Board of Directors approved the payment of the second tranche of the minimum dividend, and an additional dividend, totaling US$ 1,600, corresponding to US$ 0.303123240 per common or preferred share in circulation.

		In July, 2008, we issued 80,079,223 common ADS, 176,847,543 common shares, 63,506,751 preferred ADS and 100,896,048 preferred shares through a global offering. As a consequence we recognized a total capital increase of US$ 11,666, with an increase in the preferred stock of US$ 4,146, corresponding to 164,402,799 shares and an increase in the common stock of US$ 7,520, corresponding to 256,926,766 shares. In August, 2008, we issued additional 24,660,419 preferred shares, representing an increase of US$ 628. After the closing of the operation, our capital stock increased by US$ 12,294 and corresponding transaction cost of US$ 105 were recorded as a reduction of the additional paid-in capital account.

		In October 2007, we paid US$ 1,050 to stockholders. The distribution was made in the form of interest on stockholders’ equity and dividends. In April 2007, we paid US$ 825 to stockholders. The distribution was made in the form of interest attributable to stockholders’ equity and dividends.

		In September 2007, a stock split was effected and each existing, common and preferred, share was split into two shares. After the split our capital comprises 4,919,314,116 shares, of which 1,919,516,400 are class “A” preferred shares and 2,999,797,716 are common shares, including twelve special class shares without par value (“Golden Shares”). All numbers of share and per share amounts included herein reflect retroactive application of the stock split.

		In June 2007, we issued US$ 1,880 Mandatorily Convertible Notes due June 15, 2010 for total proceeds of US$ 1,869 net of commissions. The Notes bear interest at 5.50% per year payable quarterly and additional interest which will be payable based on the net amount of cash distribution paid to ADS holders. The US$ 1,296 Notes are mandatorily convertible into an aggregate maximum of 56,582,040 common shares and the US$ 584 Notes are mandatorily convertible into an aggregate maximum of 30,295,456 preferred class A shares. On the maturity date (whether at stated maturity or upon acceleration following an event of default), the Series RIO Notes will automatically convert into ADSs, each ADS representing one common share of Vale, and the Series RIO P Notes will automatically convert into ADSs, each ADS representing one preferred class A share of Vale. We currently hold the shares to be issued on conversion in treasury stock. The Notes are not repayable in cash. Holders of notes will have no voting rights. We will pay to the holders of our Series RIO Notes or RIO P Notes additional interest in the event that Vale makes cash distributions to all holders of RIO ADSs or RIO P ADSs, respectively. We determined, using a statistical model, that the potential variability in the number of shares to be converted is not a predominant feature of this hybrid financial instrument and thus classified it as an equity instrument within our stockholders’ equity. Other than during the cash acquisition conversion period, holders of the notes have the right to convert their notes, in whole or in part, at any time prior to maturity in the case of the Series RIO Notes, into RIO ADSs at the minimum conversion rate of 0.8664 RIO ADSs per Series RIO Note, and in the case of Series RIO P Notes, into RIO P ADSs at the minimum conversion rate of 1.0283 RIO P ADSs per Series RIO P Note.


Note	Twenty Day Market Value		Conversion Rate
Rio P	Less than or equal to	US$19,30	2.5914
	Between	US$19,30 and US$24,31	US$50,00 divided by the twenty day market value
	Equal to or greater than	US$24,31	2.0566

Rio	Less than or equal to	US$22,90	2.1834
	Between	US$22,90 and US$28,86	US$50,00 divided by the twenty day market value
	Equal to or greater than	US$28,86	1.7328

		In October 2008 we will pay additional interest to holders of the mandatorily convertible notes of series RIO and of series RIO P, equal to the U.S. dollar equivalent of R$ 1.187165 and R$ 1.409004, respectively.

		In May 2008 we paid additional interest to holders of the mandatorily convertible notes (notes) RIO and RIO P, equal to US$ 19.

		In April 2007, at an Extraordinary Shareholders´ Meeting the paid-up capital was increased by US$ 4,187 through transfer of reserves, without issuance of shares, to US$ 12,695.

		In December 2007, significant changes were made to Brazilian Corporate law to permit Brazil to converge with International Financial Reporting Standards (IFRS). Such changes will be effective for the fiscal year ended December 31, 2008. These changes may affect the method of calculating and amortizing goodwill on business combinations, the recognition of exchange gain an losses in foreign subsidiaries, joint ventures and affiliates and related tax effects, among others. These changes have yet to be codified by the regulator, we are currently studying the possible effects, which may arise upon adoption this law.

		Basic and diluted earnings per share

		Basic and diluted earnings per share amounts have been calculated as follows:


										Nine-month period ended September
	Three-month period ended (unaudited)									30, (unaudited)
	September 30,						September 30,
	2008			June 30, 2008			2007			2008			2007
Net income for the period		4,821			5,009			2,940			11,851			9,252


Interest attributed to preferred convertible notes		(8	)		(15	)		(8	)		(31	)		(8	)
Interest attributed to common convertible notes		(16	)		(30	)		(19	)		(64	)		(19	)

Net income for the period adjusted		4,797			4,964			2,913			11,756			9,225

Basic and diluted earnings per share

Income available to preferred stockholders		1,850			1,906			1,119			4,522			3,583
Income available to common stockholders		2,866			2,970			1,742			7,029			5,582
Income available to convertible notes linked to preferred shares		28			31			18			71			21
Income available to convertible notes linked to common shares		53			57			34			134			39
Weighted average number of shares outstanding (thousands of shares) — preferred shares		1,976,727			1,889,175			1,889,175			1,930,379			1,889,171
Weighted average number of shares outstanding (thousands of shares) — common shares		3,063,752			2,943,216			2,943,216			3,000,528			2,943,216
Treasury preferred shares linked to mandatorily convertible notes		30,295			30,295			30,295			30,295			10,904
Treasury common shares linked to mandatorily convertible notes		56,582			56,582			56,582			56,582			20,364

Total		5,127,356			4,919,268			4,919,268			5,017,784			4,863,655

Earnings per preferred share		0.94			1.01			0.59			2.34			1.90
Earnings per common share		0.94			1.01			0.59			2.34			1.90
Earnings per convertible notes linked to preferred share (*)		1.19			1.52			0.86			3.37			2.66
Earnings per convertible notes linked to common share (*)		1.25			1.54			0.94			3.50			2.85


(*)		Basic earnings per share only as dilution assumes conversion.

Were the conversion of the convertible notes considered in the calculation of diluted earnings per share they would generate a minor antidilutive effect as shown below:


							Nine-month period ended
	Three-month period ended (unaudited)						September 30, (unaudited)
	September 30,				September 30,
	2008		June 30, 2008		2007		2008		2007
Income available to preferred stockholders		1,885		1,952		1,145		4,623		3,612
Income available to common stockholders		2,936		3,057		1,795		7,228		5,640
Weighted average number of shares outstanding (thousands of shares) — preferred shares		2,007,022		1,919,470		1,919,470		1,960,674		1,900,075
Weighted average number of shares outstanding (thousands of shares) — common shares		3,120,334		2,999,798		2,999,798		3,057,110		2,963,580
Earnings per preferred share		0.94		1.02		0.60		2.36		1.90
Earnings per common share		0.94		1.02		0.60		2.36		1.90

Other cumulative comprehensive income


										Nine-month period ended
	Three-month period ended (unaudited)									September 30, (unaudited)
	September 30,						September 30,
	2008			June 30, 2008			2007			2008			2007
Comprehensive income is comprised as follows:
Net income		4,821			5,009			2,940			11,851			9,252
Cumulative translation adjustments		(6,835	)		1,707			1,467			(5,333	)		2,631
Unrealized gain (loss) on available-for-sale securities		(190	)		(94	)		24			(290	)		(42	)
Surplus (deficit) accrued pension plan		(468	)		104			68			(379	)		187
Hedge/Cash flow hedge		20			6			9			(1	)		23

Total comprehensive income		(2,652	)		6,732			4,508			5,848			12,051


Tax effect on other comprehensive income allocated to each component
Unrealized gain (loss) on available-for-sale securities
Gross balance as of the period end		(105	)		152			326			(105	)		326
Tax (expense) benefit		26			(41	)		(97	)		26			(97	)

Net balance as of the period end		(79	)		111			229			(79	)		229

Surplus accrued pension plan
Gross balance as of the period end		(415	)		289			817			(415	)		817
Tax (expense) benefit		111			(125	)		(277	)		111			(277	)

Net balance as of the period end		(304	)		164			540			(304	)		540

14		Pension cost

		We previously disclosed in our consolidated financial statements for the year ended December 31, 2007, that we expected to contribute US$ 324 to our defined benefit pension plan in 2008. As of September 30, 2008, total contributions of US$ 288 had been made. We do not expect any significant change in our previous estimate.


	Three-month period ended (unaudited)
	September 30, 2008
	Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits
Service cost - benefits earned during the period		8			47			20
Interest cost on projected benefit obligation		223			195			64
Expected return on assets		(372	)		(196	)		—
Amortization of initial transitory obligation		11			2			(6	)
Net deferral		(4	)		—			—

Net periodic pension cost		(134	)		48			78


							June 30, 2008
	Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits
Service cost - benefits earned during the period		3			16			8
Interest cost on projected benefit obligation		82			66			20
Expected return on assets		(137	)		(68	)		—
Amortization of initial transitory obligation		4			—			(3	)
Net deferral		(1	)		—			—

Net periodic pension cost		(49	)		14			25


							September 30, 2007
	Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits
Service cost - benefits earned during the period		2			14			5
Interest cost on projected benefit obligation		77			53			18
Expected return on assets		(144	)		(59	)		—
Amortization of initial transitory obligation		4			—			—
Net deferral		(4	)		—			—

Net periodic pension cost		(65	)		8			23


	Nine-month period ended September 30, (unaudited)
	2008									2007
	Overfunded			Underfunded			Underfunded			Overfunded			Underfunded			Underfunded
	pension plans			pension plans			other benefits			pension plans			pension plans			other benefits
Service cost - benefits earned during the period		8			47			20			6			43			14
Interest cost on projected benefit obligation		223			195			64			196			153			52
Expected return on assets		(372	)		(196	)		—			(365	)		(174	)		—
Amortization of initial transitory obligation		11			2			(6	)		9			—			—
Net deferral		(4	)		—			—			(11	)		—			—

Net periodic pension cost		(134	)		48			78			(165	)		22			66

15		Long-term incentive compensation plan

		In 2008, with the purpose of introducing a “shareholders vision” to certain of our executives, as well as improving retention and reinforcing our 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 bonus 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.

		We account for the compensation cost provided to our executives under this long-term incentive compensation plan, following the requirements of FAS 123(R) – “Accounting for Stock-Based Compensation”. 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, 2008, we have recognized a long-term liability of US$ 3, relating to 714,081 shares.

16		Commitments and contingencies

(a)		We provided certain guarantees on behalf of our Goro project pursuant to which we guaranteed payments due from Goro of up to a maximum amount of US$ 100 (“Maximum Amount”) in connection with an indemnity. We also provided additional guarantees covering the amounts payable by Goro regarding (a) amounts exceeding the Maximum Amount in connection with the indemnity and (b) certain other amounts under lease agreements.

		Sumic Nickel Netherlands B.V. (Sumic), a 21% shareholder of Goro, has a put option to sell to Vale Inco 25%, 50%, or 100% of this share of Goro. The put option can be exercised if the defined cost of the initial Goro project exceeds US$ 4,200 at project rates and an agreement cannot be reached on how to proceed with the project.

		We provided guarantees covering certain termination payments by 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 occurs as a result of a default by Goro and the date of such an early termination. If Goro defaults under the ESA prior to the anticipated start date for electricity supply, the termination payment, which currently is at its maximum amount, would be $ 145. Once the supply of electricity under the ESA to the project begins, the guaranteed amounts will decrease over the life of the ESA.

(b)		We and our subsidiaries are defendants in numerous legal actions in the normal course of business. Based on the advice of our legal counsel, management believes that the amounts recognized are sufficient to cover probable losses in connection with such actions.

		The provision for contingencies and the related judicial deposits are composed as follows:


	September 30, 2008 (unaudited)						December 31, 2007
	Provision for				Provision for
	contingencies		Judicial deposits		contingencies		Judicial deposits
Labor and social security claims		548		404		519		372
Civil claims		317		249		311		135
Tax - related actions		912		525		1,605		613
Others		17		4		18		4

		1,794		1,182		2,453		1,124

		Labor and social security - related actions principally comprise claims by Brazilian employees and former employees for (i) payment of time spent traveling from their residences to the work-place, (ii) additional health and safety related payments and (iii) various other matters, often in connection with disputes about the amount of indemnities paid upon dismissal and the one-third extra holiday pay.

		Civil - actions principally related to claims made against us by contractors in Brazil in connection with losses alleged to have been incurred by them as a result of various past Government economic plans during which full inflation indexation of contracts was not permitted, as well, as for accidents and land appropriations disputes.

		Tax – tax-related actions principally comprise challenges initiated by us, on certain revenue taxes and value added taxes and uncertain tax positions. We continue to vigorously pursue our interests in all the above actions but recognize that we probably will incur some losses in the final instance, for which we have made provisions.

		Judicial deposits are made by us following the courts requirements, in order to be entitled to either initiate or continue a legal action. These amounts are eventually released to us, upon receipt of a final favorable outcome from the legal action; in the case of unfavorable outcome, the deposits are delivered to the prevailing party.

		Contingencies settled in September 30, 2008, June 30, 2008 and September 30, 2007 totaled US$ 141, US$ 569 and US$ 180, respectively. Additional provisions totaled US$ 113, US$ 73 and US$ 197, respectively, classified in other operating expenses.

		In addition to the contingencies for which we have made provisions we are defendants on claims where in our opinion, and based on the advice of our legal counsel, the likelihood of loss is possible but not probable, in the total amount of US$ 2,670 at September 30, 2008, and for which no provision has been made.

(c)		At the time of our privatization in 1997, we issued shareholder revenue interests instruments known in Brazil as “debentures” participatives to our then-existing shareholders, including the Brazilian Government. The terms of the “debentures”, were set to ensure that our pre-privatization shareholders, including the Brazilian Government, would participate alongside us in potential future financial benefits that we could be able to derive from exploiting our mineral resources.

		On September 2008 we paid as remuneration of these “debentures” participatives the amounts of US$ 6.

(d)		We use various judgments and assumptions when measuring our asset retirement obligations. Changes in circumstances, law or technology may affect our estimates and we periodically review the amounts accrued and adjust them as necessary. Our accruals do not reflect unasserted claims because we are currently not aware of any such issues. Also the amounts provided are not reduced by any potential recoveries under cost sharing, insurance or indemnification arrangements because such recoveries are considered uncertain.

		The changes in the provisions for asset retirement obligations are as follows:


										Nine-month period ended
	Three-month period ended (unaudited)									September 30, (unaudited)
	September			June 30,			September
	30, 2008			2008			30, 2007			2008			2007
Beginning of period		1,101			975			760			975			676
Accretion expense		45			53			42			114			61
Liabilities settled in the current period		(1	)		(2	)		(2	)		(6	)		(7	)
Revisions in estimated cash flows		—			9			—			(2	)		—
Cumulative translation adjustment		(145	)		66			59			(81	)		129

End of period		1,000			1,101			859			1,000			859

17		Assets and liabilities measured at fair value on a recurring basis

		From January 1, 2008, we adopted SFAS No. 157 – “Fair value measurements”. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. However, on February 12,2008, the FASB issued Staff Position 157-2 which delays the effective date of Statement 157 for all non financial assets and non financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. For items within its scope, this Staff Position defers the effective date of Statement 157 to fiscal years beginning after November 15, 2008. The adoption of Statement 157 did not generate a material impact on our financial position, except for required disclosures about fair value measurements.

		In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115” (“SFAS 159”). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value in order to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement shall be effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The adoption of such pronouncement did not generate a material impact on the Company’s financial position.

		As required by SFAS 157, the following table discloses the assets and liabilities measured at fair value on a recurring basis (Unaudited):


	Fair value at the reporting date using
				Quoted prices in active			Quoted prices in active
				markets for identical			markets for identical
				assets or liabilities,			assets or liabilities,
	Carrying amount			(Level 1)			(Level 2)
Available-for-sale securities		88			88			—
Unrealized gains on derivatives		108			—			108
Short-term debt		(46	)		—			(46	)
Long-term debt		(19,126	)		(6,564	)		(12,562	)
Other financial liabilities		(484	)		—			(484	)
Long-term incentive compensation plan								—

Segment and geographical information

We adopt SFAS 131 “Disclosures about Segments of an Enterprise and Related Information” with respect to the information we present about our operating segments. SFAS 131 introduced a “management approach” concept for reporting segment information, whereby such information is required to be reported on the basis that the chief decision-maker uses internally for evaluating segment performance and deciding how to allocate resources to segments. We analyze our segment information on aggregated and disaggregated basis as follows:

Consolidated net income and principal assets are reconciled as follows:

Results by segment - before eliminations (Aggregated)


	Three-month period ended (unaudited)
	September 30, 2008																					June 30, 2008																					September 30, 2007
				() Non*																					() Non*																					() Non*
	Ferrous			ferrous			Aluminum			Logistics			Others			Eliminations			Consolidated			Ferrous			ferrous			Aluminum			Logistics			Others			Eliminations			Consolidated			Ferrous			ferrous			Aluminum			Logistics			Others			Eliminations			Consolidated
RESULTS
Gross revenues - Foreign		11,577			2,536			1,122			14			203			(5,615	)		9,837			8,674			2,939			934			10			101			(3,652	)		9,006			5,649			2,902			877			11			85			(2,748	)		6,776
Gross revenues - Domestic		1,601			133			261			491			66			(267	)		2,285			1,176			196			217			481			59			(238	)		1,891			1,120			106			211			395			—			(484	)		1,348
Cost and expenses		(8,202	)		(1,567	)		(1,143	)		(328	)		(185	)		5,882			(5,543	)		(5,677	)		(1,454	)		(951	)		(308	)		(133	)		3,890			(4,633	)		(4,570	)		(1,435	)		(837	)		(235	)		(111	)		3,232			(3,956	)
Research and development		(92	)		(122	)		—			(31	)		(86	)		—			(331	)		(89	)		(76	)		—			(33	)		(71	)		—			(269	)		(44	)		(98	)		—			(8	)		(56	)		—			(206	)
Depreciation, depletion and amortization		(270	)		(353	)		(47	)		(34	)		(9	)		—			(713	)		(292	)		(382	)		(44	)		(38	)		(4	)		—			(760	)		(236	)		(238	)		(26	)		(25	)		(7	)		—			(532	)

Operating income		4,614			627			193			112			(11	)		—			5,535			3,792			1,223			156			112			(48	)		—			5,235			1,919			1,237			225			138			(89	)		—			3,430
Financial income		923			201			12			3			—			(862	)		277			577			196			5			2			—			(757	)		23			665			59			4			3			(1	)		(691	)		39
Financial expenses		(954	)		(360	)		(11	)		(1	)		7			862			(457	)		(712	)		(383	)		(10	)		(1	)		—			757			(349	)		(807	)		(411	)		(18	)		(4	)		(44	)		691			(593	)
Gains (losses) on derivatives, net		(639	)		16			36			—			—			—			(587	)		600			51			4			—			—			—			655			259			47			78			—			—			—			384
Foreign exchange and monetary gains (losses), net		(102	)		4			(185	)		(41	)		3			—			(321	)		723			9			97			(1	)		10			—			838			444			44			37			(2	)		41			—			564
Gain on sale of investments		—			—			—			—			—			—			—			—			—			—			—			—			—			—			—			81			—			20			2			—			103
Equity in results of affiliates and joint ventures and change in provision for losses on equity investments		175			—			18			47			50			—			290			236			—			8			(41	)		57			—			260			86			4			21			36			18			—			165
Income taxes		190			(74	)		9			19			—			—			144			(1,007	)		(424	)		(75	)		—			—			—			(1,506	)		(612	)		(248	)		(83	)		(4	)		—			—			(947	)
Minority interests		(14	)		(38	)		(20	)		—			12			—			(60	)		10			(61	)		(85	)		—			(11	)		—			(147	)		—			(120	)		(96	)		—			11			—			(205	)

Net income		4,193			376			52			139			61			—			4,821			4,219			611			100			71			8			—			5,009			1,954			693			168			187			(62	)		—			2,940


Sales classified by geographic destination:
Foreign market America, except United States		601			216			322			—			—			(432	)		707			546			378			302			—			—			(295	)		931			369			369			227			3			—			(272	)		696
United States		313			406			93			—			—			(155	)		657			211			541			107			—			—			(92	)		767			115			564			52			—			17			(57	)		691
Europe		3,714			735			478			12			8			(1,933	)		3,014			2,903			710			330			—			—			(1,294	)		2,649			1,834			715			398			8			—			(980	)		1,975
Middle East/Africa/ Ocearia		605			56			58			—			61			(303	)		477			516			91			22			—			39			(215	)		453			194			85			38			—			68			(82	)		303
Japan		1,304			323			158			—			98			(573	)		1,310			986			399			164			—			34			(382	)		1,200			638			472			146			—			—			(277	)		979
China		3,926			223			13			2			4			(1,686	)		2,482			2,703			218			—			10			—			(1,047	)		1,884			2,061			286			—			—			—			(860	)		1,487
Asia, other than Japan and China		1,114			577			—			—			32			(533	)		1,190			810			602			9			—			28			(327	)		1,122			438			411			16			—			—			(220	)		645

		11,577			2,536			1,122			14			203			(5,615	)		9,837			8,674			2,939			934			10			101			(3,652	)		9,006			5,649			2,902			877			11			85			(2,748	)		6,776
Domestic market		1,601			133			261			491			66			(267	)		2,285			1,176			196			217			481			59			(238	)		1,891			1,120			106			211			395			—			(484	)		1,348

		13,178			2,669			1,383			505			269			(5,882	)		12,122			9,850			3,135			1,151			491			160			(3,890	)		10,897			6,769			3,008			1,088			406			85			(3,232	)		8,124


(*)		Other than Aluminum.

Operating segment – after eliminations (Disaggregated)


																					As of and for the three-month period ended (unaudited)
																					September 30, 2008
					Revenues
																								Property,		Addition to
																								Plant and		Property,
																								Equipment,		Plant and
																		Depreciation,						Net and		Equipment
							Value			Net		Cost and						depletion and			Operating			Intangible		and
	Foreign		Domestic		Total		added tax			revenues		expenses			Net			amortization			income			Assets		Intangible			Investments
Ferrous
Iron ore		5,149		1,026		6,175		(142	)		6,033		(2,075	)		3,958			(239	)		3,719			16,139		708			56
Pellets		1,095		317		1,412		(75	)		1,337		(746	)		591			(25	)		566			1,273		(2	)		848
Manganese		101		18		119		(6	)		113		(20	)		93			(1	)		92			79		1			—
Ferroalloys		212		152		364		(39	)		325		(141	)		184			(4	)		180			137		11			—
Pig iron		60		—		60		—			60		(21	)		39			—			39			176		5			—

		6,617		1,513		8,130		(262	)		7,868		(3,003	)		4,865			(269	)		4,596			17,804		723			904

Non ferrous
Nickel and other products (*)		1,933		12		1,945		—			1,945		(1,107	)		838			(314	)		524			23,355		555			93
Potash		—		103		103		(5	)		98		(36	)		62			(5	)		57			130		2			—
Kaolin		46		11		57		(2	)		55		(56	)		(1	)		(11	)		(12	)		232		(5	)		—
Copper concentrate		244		6		250		(1	)		249		(153	)		96			(22	)		74			1,838		73			—
Aluminum products		767		122		889		(25	)		864		(675	)		189			(49	)		140			4,391		24			126

		2,990		254		3,244		(33	)		3,211		(2,027	)		1,184			(401	)		783			29,946		649			219

Logistics
Railroads		—		386		386		(64	)		322		(207	)		115			(26	)		89			1,696		75			289
Ports		—		87		87		(14	)		73		(65	)		8			(9	)		(1	)		1,637		44			—
Ships		—		—		—		—			—		—			—			—			—			33		1			109

		—		473		473		(78	)		395		(272	)		123			(35	)		88			3,366		120			398
Others		230		45		275		(10	)		265		(189	)		76			(8	)		68			3,346		61			1,152

		9,837		2,285		12,122		(383	)		11,739		(5,491	)		6,248			(713	)		5,535			54,462		1,553			2,673


(*) Includes nickel co-products and by-products (copper, precious metals, cobalt and others).

Operating segment – after eliminations (Disaggregated)


																		As of and for the three-month period ended (unaudited)
																								June 30, 2008
					Revenues
																								Property,		Addition to
																								Plant and		Property,
																								Equipment,		Plant and
																		Depreciation,						Net and		Equipment
							Value			Net		Cost and						depletion and			Operating			Intangible		and
	Foreign		Domestic		Total		added tax			revenues		expenses			Net			amortization			income			Assets		Intangible		Investments
Ferrous
Iron ore		4,242		706		4,948		(85	)		4,863		(1,508	)		3,355			(245	)		3,110			18,825		913		69
Pellets		966		216		1,182		(49	)		1,133		(656	)		477			(39	)		438			1,455		41		982
Manganese		70		13		83		(3	)		80		(20	)		60			(3	)		57			84		—		—
Ferroalloys		223		159		382		(40	)		342		(123	)		219			(9	)		210			171		1		—
Pig iron		57		—		57		—			57		(32	)		25			(1	)		24			209		1		—

		5,558		1,094		6,652		(177	)		6,475		(2,339	)		4,136			(297	)		3,839			20,744		956		1,051

Non ferrous
Nickel and other products (*)		2,363		12		2,375		—			2,375		(1,040	)		1,335			(342	)		993			23,733		544		151
Potash		—		105		105		(5	)		100		(40	)		60			(6	)		54			162		3		—
Kaolin		44		10		54		(3	)		51		(61	)		(10	)		(9	)		(19	)		286		2		—
Copper concentrate		248		69		317		(15	)		302		(139	)		163			(21	)		142			2,204		69		—
Aluminum products		640		88		728		(21	)		707		(560	)		147			(43	)		104			5,294		197		107

		3,295		284		3,579		(44	)		3,535		(1,840	)		1,695			(421	)		1,274			31,679		815		258

Logistics
Railroads		—		381		381		(64	)		317		(218	)		99			(30	)		69			2,012		23		297
Ports		—		81		81		(10	)		71		(47	)		24			(7	)		17			1,912		41		—
Ships		—		—		—		—			—		—			—			—			—			33		—		127

		—		462		462		(74	)		388		(265	)		123			(37	)		86			3,957		64		424
Others		153		51		204		(2	)		202		(161	)		41			(5	)		36			3,602		270		1,391

		9,006		1,891		10,897		(297	)		10,600		(4,605	)		5,995			(760	)		5,235			59,982		2,105		3,124


(*) Includes nickel co-products and by-products (copper, precious metals, cobalt and others).

Operating segment – after eliminations (Disaggregated)


																					As of and for the three-month period ended (unaudited)
																					September 30, 2007
			Revenues
																								Property,		Addition to
																								Plant and		Property,
																								Equipment,		Plant and
																		Depreciation,						Net and		Equipment
							Value			Net		Cost and						depletion and			Operating			Intangible		and
	Foreign		Domestic		Total		added tax			revenues		expenses			Net			amortization			income			Assets		Intangible			Investments
Ferrous
Iron ore		2,696		514		3,210		(76	)		3,134		(1,146	)		1,988			(196	)		1,792			15,071		559			53
Pellets		556		161		717		(37	)		680		(511	)		169			(23	)		146			1,529		7			681
Manganese		8		5		13		(2	)		11		(19	)		(8	)		(2	)		(10	)		72		—			—
Ferroalloys		90		76		166		(20	)		146		(96	)		50			(6	)		44			178		3			—
Pig iron		17		—		17		—			17		(11	)		6			—			6			190		4			—

		3,367		756		4,123		(135	)		3,988		(1,783	)		2,205			(227	)		1,978			17,040		573			734

Non ferrous
Nickel and other products (*)		2,514		13		2,527		—			2,527		(1,143	)		1,384			(211	)		1,173			23,170		510			269
Potash		—		49		49		(2	)		47		(28	)		19			(5	)		14			188		4			—
Kaolin		51		8		59		(3	)		56		(76	)		(20	)		(9	)		(29	)		298		(1	)		—
Copper concentrate		150		36		186		(8	)		178		(117	)		61			(13	)		48			1,747		30			—
Aluminum products		603		74		677		(6	)		671		(423	)		248			(28	)		220			4,086		207			163

		3,318		180		3,498		(19	)		3,479		(1,787	)		1,692			(266	)		1,426			29,489		750			432

Logistics
Railroads		—		323		323		(54	)		269		(166	)		103			(23	)		80			840		16			397
Ports		—		58		58		(13	)		45		(42	)		3			(6	)		(3	)		1,148		24			—
Ships		—		10		10		—			10		(6	)		4			(1	)		3			39		—			—

		—		391		391		(67	)		324		(214	)		110			(30	)		80			2,027		40			397
Others		91		21		112		(5	)		107		(152	)		(45	)		(9	)		(54	)		2,250		4			1,032

		6,776		1,348		8,124		(226	)		7,898		(3,936	)		3,962			(532	)		3,430			50,806		1,367			2,595


(*) Includes nickel co-products and by-products (copper, precious metals, cobalt and others).

Operating segment – after eliminations (Disaggregated)


																															Nine-month period ended September 30, (unaudited)
																			2008																					2007
				() Non*																					() Non*
	Ferrous			ferrous			Aluminum			Logistics			Others			Eliminations			Consolidated			Ferrous			ferrous			Aluminum			Logistics			Others			Eliminations			Consolidated
RESULTS
Gross revenues — Foreign		25,829			8,336			2,915			45			376			(11,994	)		25,507			15,222			10,360			2,665			39			155			(7,574	)		20,867
Gross revenues — Domestic		3,657			420			671			1,337			181			(706	)		5,560			2,749			374			534			1,131			—			(952	)		3,836
Cost and expenses		(18,379	)		(4,323	)		(3,019	)		(880	)		(452	)		12,700			(14,353	)		(11,987	)		(5,506	)		(2,400	)		(708	)		(197	)		8,526			(12,272	)
Research and development		(231	)		(268	)		—			(84	)		(207	)		—			(790	)		(91	)		(237	)		—			(13	)		(130	)		—			(471	)
Depreciation, depletion and amortization		(850	)		(1,134	)		(133	)		(102	)		(20	)		—			(2,239	)		(655	)		(635	)		(74	)		(74	)		(11	)		—			(1,449	)

Operating income		10,026			3,031			434			316			(122	)		—			13,685			5,238			4,356			725			375			(183	)		—			10,511
Financial income		2,165			614			20			7			—			(2,451	)		355			1,861			351			12			8			24			(2,019	)		237
Financial expenses		(2,654	)		(1,122	)		(41	)		(5	)		5			2,451			(1,366	)		(3,038	)		(798	)		(92	)		(7	)		(47	)		2,019			(1,963	)
Gains (losses) on derivatives, net		(84	)		(56	)		(86	)		—			—			—			(226	)		624			(92	)		49			—			—			—			581
Foreign exchange and monetary gains (losses), net		732			(15	)		(69	)		(44	)		1			—			605			2,073			23			143			(10	)		43			—			2,272
Gain on sale of investments		—			80			—			—			—			—			80			—			81			—			237			459			—			777
Equity in results of affiliates and joint ventures and investments		463			—			40			40			126			—			669			239			4			63			86			67			—			459
Income taxes		(838	)		(829	)		(83	)		19			11			—			(1,720	)		(1,661	)		(1,109	)		(201	)		(14	)		—			—			(2,985	)
Minority interests		(2	)		(145	)		(85	)		—			1			—			(231	)		(35	)		(358	)		(254	)		(1	)		11			—			(637	)

Net income		9,808			1,558			130			333			22			—			11,851			5,301			2,458			445			674			374			—			9,252


Sales classified by geographic destination:
Foreign market
America, except United States		1,470			935			816			1			—			(930	)		2,292			1,032			1,087			711			23			—			(786	)		2,067
United States		604			1,530			304			1			—			(322	)		2,117			330			1,945			163			—			57			(202	)		2,293
Europe		8,500			2,134			1,181			28			9			(4,294	)		7,558			4,874			1,953			1,228			11			—			(2,672	)		5,394
Middle East/Africa/Oceania		1,361			205			124			—			100			(648	)		1,142			623			262			97			—			98			(274	)		806
Japan		2,907			1,063			458			1			171			(1,215	)		3,385			1,580			1,649			450			—			—			(703	)		2,976
China		8,503			737			23			13			4			(3,529	)		5,751			5,612			1,057			—			4			—			(2,351	)		4,322
Asia, other than Japan and China		2,484			1,732			9			1			92			(1,056	)		3,262			1,171			2,407			16			1			—			(586	)		3,009

		25,829			8,336			2,915			45			376			(11,994	)		25,507			15,222			10,360			2,665			39			155			(7,574	)		20,867
Domestic market		3,657			420			671			1,337			181			(706	)		5,560			2,749			374			534			1,131			—			(952	)		3,836

		29,486			8,756			3,586			1,382			557			(12,700	)		31,067			17,971			10,734			3,199			1,170			155			(8,526	)		24,703


(*) Other than Aluminum.

Operating segment – after eliminations (Disaggregated)


																					Nine-month period ended September 30, (unaudited)
																					2008
					Revenues
																								Property,		Addition to
																								Plant and		Property,
																								Equipment,		Plant and
																		Depreciation,						Net and		Equipment
							Value			Net		Cost and						depletion and			Operating			Intangible		and
	Foreign		Domestic		Total		added tax			revenues		expenses			Net			amortization			income			Assets		Intangible		Investments
Ferrous
Iron ore		11,997		2,242		14,239		(300	)		13,939		(5,050	)		8,889			(729	)		8,160			16,139		2,285		56
Pellets		2,567		706		3,273		(164	)		3,109		(1,872	)		1,237			(93	)		1,144			1,273		51		848
Manganese		202		40		242		(11	)		231		(60	)		171			(5	)		166			79		2		—
Ferroalloys		612		424		1,036		(107	)		929		(388	)		541			(19	)		522			137		14		—
Pig iron		146		—		146		—			146		(67	)		79			(3	)		76			176		6		—

		15,524		3,412		18,936		(582	)		18,354		(7,437	)		10,917			(849	)		10,068			17,804		2,358		904

Non ferrous
Nickel and other products (*)		6,674		37		6,711		—			6,711		(3,127	)		3,584			(1,028	)		2,556			23,355		1,580		93
Potash		—		272		272		(14	)		258		(105	)		153			(18	)		135			130		8		—
Kaolin		132		32		164		(7	)		157		(173	)		(16	)		(27	)		(43	)		232		4		—
Copper concentrate		714		76		790		(16	)		774		(398	)		376			(60	)		316			1,838		194		—
Aluminum products		1,968		295		2,263		(63	)		2,200		(1,745	)		455			(134	)		321			4,391		325		126

		9,488		712		10,200		(100	)		10,100		(5,548	)		4,552			(1,267	)		3,285			29,946		2,111		219

Logistics
Railroads		—		1,063		1,063		(165	)		898		(597	)		301			(81	)		220			1,696		111		289
Ports		11		223		234		(29	)		205		(157	)		48			(22	)		26			1,637		129		—
Ships		—		—		—		—			—		—			—			—			—			33		1		109

		11		1,286		1,297		(194	)		1,103		(754	)		349			(103	)		246			3,366		241		398
Others		484		150		634		(20	)		614		(508	)		106			(20	)		86			3,346		573		1,152

		25,507		5,560		31,067		(896	)		30,171		(14,247	)		15,924			(2,239	)		13,685			54,462		5,283		2,673


(*) Includes nickel co-products and by-products (copper, precious metals, cobalt and others).

Operating segment – after eliminations (Disaggregated)


																					Nine-month period ended September 30, (unaudited)
																					2007
					Revenues
																								Property,		Addition to
																								Plant and		Property,
																								Equipment,		Plant and
																		Depreciation,						Net and		Equipment
							Value			Net		Cost and						depletion and			Operating			Intangible		and
	Foreign		Domestic		Total		added tax			revenues		expenses			Net			amortization			income			Assets		Intangible		Investments
Ferrous
Iron ore		7,055		1,504		8,559		(212	)		8,347		(2,998	)		5,349			(555	)		4,794			15,071		1,538		53
Pellets		1,627		385		2,012		(86	)		1,926		(1,370	)		556			(61	)		495			1,529		61		681
Manganese		27		13		40		(4	)		36		(45	)		(9	)		(5	)		(14	)		72		1		—
Ferroalloys		264		172		436		(44	)		392		(305	)		87			(17	)		70			178		10		—
Pig iron		57		—		57		—			57		(44	)		13			—			13			190		28		—

		9,030		2,074		11,104		(346	)		10,758		(4,762	)		5,996			(638	)		5,358			17,040		1,638		734

Non ferrous
Nickel and other products (*)		9,184		114		9,298		—			9,298		(4,679	)		4,619			(557	)		4,062			23,170		1,383		269
Potash		—		120		120		(7	)		113		(73	)		40			(16	)		24			188		13		—
Kaolin		140		24		164		(7	)		157		(188	)		(31	)		(23	)		(54	)		298		31		—
Copper concentrate		488		111		599		(24	)		575		(310	)		265			(43	)		222			1,747		111		—
Aluminum products		1,832		218		2,050		(42	)		2,008		(1,225	)		783			(74	)		709			4,086		777		163

		11,644		587		12,231		(80	)		12,151		(6,475	)		5,676			(713	)		4,963			29,489		2,315		432

Logistics
Railroads		—		898		898		(147	)		751		(442	)		309			(65	)		244			840		29		397
Ports		3		187		190		(37	)		153		(125	)		28			(16	)		12			1,148		44		—
Ships		16		32		48		(3	)		45		(44	)		1			(3	)		(2	)		39		12		—

		19		1,117		1,136		(187	)		949		(611	)		338			(84	)		254			2,027		85		397
Others		174		58		232		(11	)		221		(271	)		(50	)		(14	)		(64	)		2,250		68		1,032

		20,867		3,836		24,703		(624	)		24,079		(12,119	)		11,960			(1,449	)		10,511			50,806		4,106		2,595


(*) Includes nickel co-products and by-products (copper, precious metals, cobalt and others).

Derivative financial instruments

We consider 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. Under the policy, we measure, monitor, and manage risk at the portfolio level, using a single framework, and consider the natural diversification of our portfolio. We hedge our market risk only when considered necessary to support our corporate strategy or to maintain our target level of financial flexibility. The risk management committee assists our Executive Directors in overseeing and reviewing information regarding our enterprise risk management and framework, including the significant policies, procedures and practices employed to manage risk. Our enterprise risk management policy is designed to promote an effective risk management system and to ensure that enterprise-level risks are reported at least quarterly to the risk management committee.

Considering the nature of our business and operations, the principal market risks we face are:

	•		interest rate risk,

	•		exchange rate risk, and

	•		product price risk.

We hedge our market risk only when considered necessary to support our corporate strategy or to maintain our target level of financial flexibility. Our risk management activities are conducted in accordance with the risk management policy, which prohibits speculative trading. We monitor and evaluate our overall position regularly in order to evaluate financial results and impact on our cash flow.

Considering the derivatives entered into since January 1, 2007, the contracts set with the objective of protecting against aluminum price volatility were designated as cash flow hedges.

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


	Interest
	rates						Products of
	(LIBOR) /						aluminum
	Currencies			Gold			area			Copper			Nickel			Platinum			Total
Unrealized gains (losses) at July 1, 2008		1,201			(21	)		(189	)		(166	)		37			(21	)		841
Financial settlement		(176	)		10			57			62			20			6			(21	)
Unrealized gains (losses) in the period		(635	)		(14	)		75			33			(18	)		14			(545	)
Effect of exchange rate changes		(222	)		15			11			31			(1	)		(1	)		(167	)


Unrealized gains (losses) at September 30, 2008		168			(10	)		(46	)		(40	)		38			(2	)		108

Unrealized gains (losses) at April 1, 2008		600			(34	)		(248	)		(244	)		6			(31	)		49
Financial settlement		(137	)		10			63			76			(15	)		11			8
Unrealized gains (losses) in the period		655			5			16			24			44			2			746
Effect of exchange rate changes		83			(2	)		(20	)		(22	)		2			(3	)		38


Unrealized gains (losses) at June 30, 2008		1,201			(21	)		(189	)		(166	)		37			(21	)		841

Unrealized gains (losses) at July 1, 2007		363			(37	)		(292	)		(355	)		28			(24	)		(317	)
Financial settlement		(10	)		7			28			70			(76	)		4			23
Unrealized gains (losses) in the period		273			(7	)		96			(69	)		50			(5	)		338
Effect of exchange rate changes		23			(2	)		(8	)		(2	)		1			—			12


Unrealized gains (losses) at September 30, 2007		649			(39	)		(176	)		(356	)		3			(25	)		56

Unrealized gains (losses) at January 1, 2008		626			(36	)		(98	)		(188	)		42			(24	)		322
Financial settlement		(164	)		22			87			138			(14	)		20			89
Unrealized gains (losses) in the period		602			(4	)		(158	)		(111	)		8			(18	)		319
Effect of exchange rate changes		137			(3	)		(20	)		(5	)		1			1			111


Unrealized gains (losses) at June 30, 2008		1,201			(21	)		(189	)		(166	)		37			(21	)		841

Unrealized gains (losses) at January 1, 2008		626			(36	)		(98	)		(188	)		42			(24	)		322
Financial settlement		(340	)		32			144			200			6			26			68
Unrealized gains (losses) in the period		(33	)		(18	)		(83	)		(78	)		(10	)		(4	)		(226	)
Effect of exchange rate changes		(85	)		12			(9	)		26			—			—			(56	)


Unrealized gains (losses) at September 30, 2008		168			(10	)		(46	)		(40	)		38			(2	)		108

Unrealized gains (losses) at January 1, 2007		(10	)		(53	)		(318	)		(298	)		16			(20	)		(683	)
Financial settlement		(90	)		23			96			177			(64	)		8			150
Unrealized gains (losses) in the period		705			(2	)		86			(235	)		50			(13	)		591
Effect of exchange rate changes		44			(7	)		(40	)		—			1			—			(2	)


Unrealized gains (losses) at September 30, 2007		649			(39	)		(176	)		(356	)		3			(25	)		56

Final maturity dates for the above instruments are as follows:


Gold		December 2008
Interest rates / Currencies		December 2019
Products of the aluminum area		December 2008
Copper concentrate		January 2009
Nickel		August 2010
Platinum		December 2008

Under US GAAP, all derivatives, whether designated in hedging relationships or not, are required to be recorded in the balance sheet at fair value. A derivative must be designated in a hedging relationship in order to qualify for hedge accounting. These requirements include a determination of what portions of hedges are deemed to be effective versus ineffective. In general, a hedging relationship is effective when a change in the fair value of the derivative is offset by an equal and opposite change in the fair value of the underlying hedged item. In accordance with these requirements, effectiveness tests are performed in order to assess effectiveness and quantify ineffectiveness for all designated hedges. At September 30, 2008, we had outstanding cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in expected future cash flows that is attributable to a particular risk such as a forecasted purchase or sale. If a derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in earnings when the hedged item affects earnings. Ineffective portions of changes in the fair value of the derivatives designated as hedges are recognized in earnings. Under US GAAP, if a portion of a derivative contract is excluded for purposes of effectiveness testing, such as time value, the value of such excluded portion is included in earnings. At September 30, 2008, unrealized net gosses in respect of derivative instruments which were not qualified for hedge accounting under US GAAP amounted to US$ 226.

Over-the-counter (OTC) forward and zero-cost collar aluminum contracts are used to reduce the effect of fluctuations in the price of aluminum with respect to forecasted sales of aluminum and alumina. These contracts have been designated as a hedge to our exposure to variability in future cash flows associated with our aluminum and alumina sales. There was no hedge ineffectiveness regarding these contracts since the inception of our cash flow hedge accounting program. At September 30, 2008, US$1 of deferred net losses on derivative instruments was recorded in other comprehensive income. The maximum term over which cash flows are hedged is 24 months.

Subsequents events

In October 2008 the Board of Directors announces a share buy-back program of up to 69,944,380 common shares and up to 169,210,249 preferred shares, corresponding to 5.5% and 8.5% of the free floating of each class, respectively, as of September 30, 2008.

Supplemental Financial Information (Unaudited)

The following unaudited information provides additional details in relation to certain financial ratios.

EBITDA – Earnings Before Financial Expenses, Minority Interests, Gain on Sale of Investments, Foreign Exchange and Monetary Gains (Losses), Equity in Results of Affiliates and Joint Ventures and Change in Provision for Losses on Equity Investments, Income Taxes, Depreciation and Amortization

(a)		EBITDA represents operating income plus depreciation, amortization and depletion plus impairment/gain on sale of property, plant and equipment plus dividends received from equity investees.

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

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

(d)		Although EBITDA, as defined above, does not provide a U.S. GAAP measure of operating cash flows, our management uses it to measure our operating performance and financial analysts in evaluating our business commonly use it.

Selected financial indicators for the main affiliates and joint ventures are available on our website, www.vale.com, under “investor relations”

Indexes on Vale’s Consolidated Debt (Supplemental information — unaudited)


										Nine-month period ended
	Three-month period ended									September 30,
	September 30,						September 30,
	2008			June 30, 2008			2007			2008			2007
Current debt
Current portion of long-term debt — unrelated parties		733			730			702			733			702
Short-term debt		46			46			2			46			2
Loans from related parties		16			36			42			16			42

		795			812			746			795			746

Long-term debt
Long-term debt — unrelated parties		18,393			19,560			17,522			18,393			17,522

Gross debt (current plus long-term debt)		19,188			20,372			18,268			19,188			18,268


Interest paid over:
Interest paid		1,929			(362	)		(325	)		1,283			(969	)
EBITDA		6,374			6,218			4,001			16,321			12,242
Stockholders’ equity		51,218			41,705			33,552			51,218			33,552
LTM (1) EBITDA / LTM (1) Interest paid		15.03			13.04			12.17			15.03			12.17
Gross Debt / LTM (1) EBITDA		0.97			1.17			1.23			0.97			1.23
Gross debt / Equity Capitalization (%)		27			33			35			27			35

Financial expenses
Interest expense		(293	)		(254	)		(307	)		(860	)		(1,035	)
Labor and civil claims and tax-related actions		(23	)		(8	)		(19	)		(76	)		(59	)
Tax on financial transactions — CPMF		—			—			(20	)		—			(105	)
Others		(141	)		(87	)		(247	)		(430	)		(764	)

		(457	)		(349	)		(593	)		(1,366	)		(1,963	)


Financial income
Cash and cash equivalents		252			22			16			303			73
Others		25			1			23			52			164

		277			23			39			355			237


Derivatives		(587	)		655			384			(226	)		581


Financial income (expenses), net		(767	)		329			(170	)		(1,237	)		(1,145	)

Foreign exchange and monetary gain (losses), net
Cash and cash equivalents		1,104			(67	)		(9	)		1,030			(92	)
Loans		(2,169	)		1,169			605			(836	)		2,423
Others		744			(264	)		(32	)		411			(59	)

		(321	)		838			564			605			2,272

Financial result, net		(1,088	)		1,167			394			(632	)		1,127


(1)		Last twelve months

Calculation of EBITDA (Supplemental information — Unaudited)


										Nine-month period ended
	Three-month period ended									September 30,
	September 30,						September 30,
	2008			June 30, 2008			2007			2008			2007
Operating income		5,535			5,235			3,430			13,685			10,511
Depreciation		713			760			532			2,239			1,449

		6,248			5,995			3,962			15,924			11,960
Dividends received		126			223			39			397			282

EBITDA		6,374			6,218			4,001			16,321			12,242


Net operating revenues		11,739			10,600			7,898			30,171			24,079
Margin EBITDA		54.3	%		58.7	%		50.7	%		54.1	%		50.8	%

Adjusted EBITDA x Operating Cash Flows (Supplemental information — Unaudited)


	Three-month period ended
	September 30, 2008						June 30, 2008						September 30, 2007
				Operating						Operating						Operating
	EBITDA			cash flows			EBITDA			cash flows			EBITDA			cash flows
Net income		4,821			4,821			5,009			5,009			2,940			2,940
Income tax — deferred		(621	)		(621	)		333			333			(28	)		(28	)
Income tax — current		477			—			1,173			—			975			—
Equity in results of affiliates and joint ventures and other investments		(290	)		(290	)		(260	)		(260	)		(165	)		(165	)
Foreign exchange and monetary gains, net		321			1,133			(838	)		(1,300	)		(564	)		(519	)
Financial expenses, net		767			83			(329	)		(45	)		170			9
Minority interests		60			60			147			147			205			205
Gain on sale of investments		—			—			—			—			(103	)		(103	)
Net working capital		—			(1,524	)		—			(214	)		—			243
Others		—			831			—			(572	)		—			(313	)

Operating income		5,535			4,493			5,235			3,098			3,430			2,269
Depreciation, depletion and amortization		713			713			760			760			532			532
Dividends received		126			126			223			223			39			39

		6,374			5,332			6,218			4,081			4,001			2,840


Operating cash flows					5,332						4,081						2,840
Income tax					477						1,173						975
Foreign exchange and monetary gains (losses)					(812	)					462						(45	)
Financial expenses					684						(284	)					161
Net working capital					1,524						214						(243	)
Others					(831	)					572						313

EBITDA					6,374						6,218						4,001


	Nine-month period ended September 30,
	2008						2007
				Operating						Operating
	EBITDA			cash flows			EBITDA			cash flows
Net income		11,851			11,851			9,252			9,252
Income tax — deferred		(584	)		(584	)		(306	)		(306	)
Income tax — current		2,304			—			3,291			—
Equity in results of affiliates and joint ventures and other investments		(669	)		(669	)		(459	)		(459	)
Foreign exchange and monetary gains, net		(605	)		(289	)		(2,272	)		(2,571	)
Financial expenses, net		1,237			119			1,145			125
Minority interests		231			231			637			637
Gain on sale of investments		(80	)		(80	)		(777	)		(777	)
Net working capital		—			(2,966	)		—			1,632
Others		—			572			—			(512	)

Operating income		13,685			8,185			10,511			7,021
Depreciation, depletion and amortization		2,239			2,239			1,449			1,449
Dividends received		397			397			282			282

		16,321			10,821			12,242			8,752


Operating cash flows					10,821						8,752
Income tax					2,304						3,291
Foreign exchange and monetary gains (losses)					(316	)					299
Financial expenses					1,118						1,020
Net working capital					2,966						(1,632	)
Others					(572	)					512

EBITDA					16,321						12,242

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 Cavaglieri		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		Executive Officers
Renato da Cruz Gomes
Sandro Kohler Marcondes		Roger Agnelli
		Chief Executive Officer
Advisory Committees of the Board of Directors
		Carla Grasso
Controlling Committee		Executive Officer for Human Resources and Corporate
Luiz Carlos de Freitas		Services
Paulo Ricardo Ultra Soares
Paulo Roberto Ferreira de Medeiros		Demian Fiocca
		Executive Officer for Management and Sustainability
Executive Development Committee
João Moisés de Oliveira		Eduardo de Salles Bartolomeo
José Ricardo Sasseron		Executive Officer for Logistics
Oscar Augusto de Camargo Filho
		Fabio de Oliveira Barbosa
Strategic Committee		Chief Financial Officer and Investor Relations
Roger Agnelli
Mário da Silveira Teixeira Júnior		José Carlos Martins
Oscar Augusto de Camargo Filho		Executive Officer for Ferrous Minerals
Sérgio Ricardo Silva Rosa
		Murilo de Oliveira Ferreira
Finance Committee		Executive Officer for Nickel and Basic Metals
Fabio de Oliveira Barbosa		Commercialization
Ivan Luiz Modesto Schara
Luiz Maurício Leuzinger		Tito Botelho Martins
Wanderlei Viçoso Fagundes		Executive Officer for Non Ferrous and Energy

Governance and Sustainability Committee		Marcus Vinícius Dias Severini
Jorge Luiz Pacheco		Chief Officer of Accounting and Control Department
Renato da Cruz Gomes
Ricardo Simonsen		Vera Lúcia de Almeida Pereira Elias
		Chief Accountant
		CRC-RJ - 043059/O-8

Equity Investee Information — 09/30/2008

Aluminum Area — Valesul (Additional information — 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	US$		391			453			330					330			141			374			391			389			389


Net operating revenues	US$		58			70			81					209			70			72			65			65			272
Cost of products	US$		(48	)		(55	)		(75	)				(178	)		(48	)		(55	)		(52	)		(57	)		(212	)
Other expenses / revenues	US$		(4	)		(9	)		(6	)				(19	)		(4	)		(4	)		(6	)		(3	)		(17	)
Depreciation, amortization and depletion	US$		(4	)		(4	)		(4	)				(12	)		(2	)		(2	)		(4	)		19			11

EBITDA	US$		2			2			(4	)		—		—			16			11			3			24			54
Depreciation, amortization and depletion	US$		4			4			4					12			2			2			4			(19	)		(11	)

EBIT	US$		6			6			—			—		12			18			13			7			5			43
Net financial result	US$		(1	)		—			7					6			—			—			1			(2	)		(1	)

Income before income tax and social contribution	US$		5			6			7			—		18			18			12			8			3			42
Income tax and social contribution	US$		(2	)		(4	)		(3	)				(9	)		(3	)		(3	)		(3	)		(5	)		(14	)

Net income	US$		3			2			4			—		9			15			9			5			(2	)		28

Aluminum Area — MRN (Additional information — Unaudited)


		2008														2007
Information		As of and for the three-month periods ended														As of and for the three-month periods ended
		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			115			97					97			38,936			35,488			26,516			163,768			163,768
Short-term indebtedness, gross	US$		245			221			226					226			204,362			223,553			207,048			28,566			28,566

Total indebtedness, gross	US$		291			336			323			—		323			243,298			259,041			233,564			192,334			192,334


Stockholders’ equity	US$		493			432			315					315			305			354			407			459			459


Net operating revenues	US$		117			130			139					386			132			125			128			131			516
Cost of products	US$		(63	)		(82	)		(81	)				(226	)		(64	)		(66	)		(60	)		(68	)		(258	)
Other expenses / revenues	US$		(8	)		2			(3	)				(9	)		(5	)		(4	)		(6	)		(6	)		(21	)
Depreciation, amortization and depletion	US$		14			17			10					41			13			14			13			14			54

EBITDA	US$		60			67			65			—		192			76			69			75			71			291
Depreciation, amortization and depletion	US$		(14	)		(17	)		(10	)				(41	)		(13	)		(14	)		(13	)		(14	)		(54	)

EBIT	US$		46			50			55			—		151			63			55			62			57			237
Net financial result	US$		(2	)		(11	)		(3	)				(16	)		(1	)		(1	)		(2	)		—			(4	)

Income before income tax and social contribution	US$		44			39			52			—		135			62			54			60			57			233
Income tax and social contribution	US$		(10	)		(19	)		(5	)				(34	)		(6	)		(5	)		(7	)		(5	)		(23	)

Net income	US$		34			20			47			—		101			56			49			53			52			210

Aluminum Area — Albras (Additional information — Unaudited) — Consolidated Subsidiary


		2008														2007
Information		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			2,726.53			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			2,688.83			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			301			267					267			319			303			306			301			301
Short-term indebtedness, gross	US$		111			90			128					128			4			9			2			40			40

Total indebtedness, gross	US$		394			391			395			—		395			323			312			308			341			341


Stockholders’ equity	US$		973			1,098			948					948			736			788			936			1,004			616


Net operating revenues	US$		292			310			346					948			309			353			299			268			1,229
Cost of products	US$		(222	)		(222	)		(254	)				(698	)		(197	)		(232	)		(206	)		(207	)		(842	)
Other expenses / revenues	US$		(18	)		(20	)		(18	)				(56	)		(11	)		(15	)		(17	)		(19	)		(62	)
Depreciation, amortization and depletion	US$		8			8			(9	)				7			7			8			8			8			31

EBITDA	US$		60			76			65			—		201			108			114			84			50			356
Depreciation, amortization and depletion	US$		(8	)		(8	)		9					(7	)		(7	)		(8	)		(8	)		(8	)		(31	)

EBIT	US$		52			68			74			—		194			101			106			76			42			325
Net financial result	US$		(66	)		37			(38	)				(67	)		16			(9	)		67			37			111

Income (loss) before income tax and social contribution	US$		(14	)		105			36			—		127			117			97			143			79			436
Income tax and social contribution	US$		(9	)		(37	)		(9	)				(55	)		(23	)		(58	)		(42	)		(8	)		(131	)

Net income (loss)	US$		(23	)		68			27			—		72			94			39			101			71			305

Aluminum Area — Alunorte (Additional information — Unaudited) — Consolidated Subsidiary


		2008														2007
Information		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$		322.46			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			340.00			332.54			303.98			327.01

Long-term indebtedness, gross	US$		740			829			855					855			528			557			466			556			556
Short-term indebtedness, gross	US$		20			—			29					29			—			—			18						—

Total indebtedness, gross	US$		760			829			884			—		884			528			557			484			556			556


Stockholders’ equity	US$		2,287			2,633			2,217					2,217			1,686			1,903			2,197			2,307			1,425


Net operating revenues	US$		331			399			473					1,203			314			342			369			370			1,395
Cost of products	US$		(274	)		(288	)		(352	)				(914	)		(181	)		(217	)		(246	)		(290	)		(934	)
Other expenses / revenues	US$		(13	)		(14	)		(12	)				(39	)		(2	)		(15	)		(7	)		(15	)		(39	)
Depreciation, amortization and depletion	US$		19			20			(16	)				23			12			14			13			15			54

EBITDA	US$		63			117			93			—		273			143			124			129			80			476
Depreciation, amortization and depletion	US$		(19	)		(20	)		16					(23	)		(12	)		(14	)		(13	)		(15	)		(54	)

EBIT	US$		44			97			109			—		250			131			110			116			65			422
Net financial result	US$		(57	)		58			(117	)				(116	)		19			(14	)		34			35			74

Income (loss) before income tax and social contribution	US$		(13	)		155			(8	)		—		134			150			96			150			100			496
Income tax and social contribution	US$		(7	)		(34	)		22					(19	)		(19	)		(12	)		(38	)		(16	)		(85	)

Net income (loss)	US$		(20	)		121			14			—		115			131			84			112			84			411

Pelletizing Affiliates — Hispanobras (Additional information — Unaudited)


		2008														2007
Information		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			227.18					326.85			69.26			77.40			72.50			73.25			72.97
Average sales price — internal market	US$		75.95			203.58			236.04					212.88			72.97			79.73			74.88			76.94			75.93
Average sales price — total	US$		74.32			203.41			231.37					232.86			71.43			78.69			73.67			75.39			74.61

Short-term indebtedness, gross	US$		75			58			7					7			6			9			14			46			46

Total indebtedness, gross	US$		75			58			7			—		7			6			9			14			46			46


Stockholders’ equity	US$		90			166			158					158			89			78			86			84			84


Net operating revenues	US$		83			248			164					495			97			89			76			72			334
Cost of products	US$		(75	)		(143	)		(118	)				(336	)		(77	)		(74	)		(66	)		(78	)		(295	)
Other expenses / revenues	US$		(2	)		(2	)		(2	)				(6	)		(1	)		(2	)		(1	)		(1	)		(5	)
Depreciation, amortization and depletion	US$		1			1			1					3			1			—			—			3			4

EBITDA	US$		7			104			45			—		156			20			13			9			(4	)		38
Depreciation, amortization and depletion	US$		(1	)		(1	)		(1	)				(3	)		(1	)		—			—			(3	)		(4	)

EBIT	US$		6			103			44			—		153			19			13			9			(7	)		34
Net financial result	US$		1			(4	)		7					4			(2	)		(1	)		(1	)		(1	)		(5	)

Income (loss) before income tax and social contribution	US$		7			99			51			—		157			17			12			8			(8	)		29
Income before income tax and social contribution	US$		(3	)		(34	)		(18	)				(55	)		(6	)		(5	)		(2	)		2			(11	)

Net income	US$		4			65			33			—		102			11			7			6			(6	)		18

Pelletizing Affiliates — Itabrasco (Additional information — Unaudited)


		2008														2007
Information		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$		52			80			61					61			—			23			32			43			43

Total indebtedness, gross	US$		52			80			61			—		61			—			23			32			43			43


Stockholders’ equity	US$		94			104			119					119			76			61			69			90			90


Net operating revenues	US$		78			64			188					330			65			101			59			70			295
Cost of products	US$		(69	)		(62	)		(123	)				(254	)		(53	)		(86	)		(51	)		(62	)		(252	)
Other expenses / revenues	US$		(1	)		(2	)		(2	)				(5	)		1			(3	)		—			(3	)		(5	)
Depreciation, amortization and depletion	US$		1			2			1					4			1			1			—			2			4

EBITDA	US$		9			2			64			—		75			14			13			8			7			42
Depreciation, amortization and depletion	US$		(1	)		(2	)		(1	)				(4	)		(1	)		(1	)		—			(2	)		(4	)

EBIT	US$		8			—			63			—		71			13			12			8			5			38
Net financial result	US$		(2	)		2			(6	)				(6	)		(1	)		(1	)		—			(1	)		(3	)

Income before income tax and social contribution	US$		6			2			57			—		65			12			11			8			4			35
Income tax and social contribution	US$		(3	)		(2	)		(20	)				(25	)		(4	)		(5	)		(3	)		(4	)		(16	)

Net income	US$		3			—			37			—		40			8			6			5			—			19

Pelletizing Affiliates — Samarco (Additional information — Unaudited)


		2008														2007
Information		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
Average sales price — 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$		800			799			800					800			738			817			808			800			800
Short-term indebtedness, gross	US$		591			846			987					987			192			324			398			572			572

Total indebtedness, gross	US$		1,391			1,645			1,787			—		1,787			930			1,141			1,206			1,372			1,372


Stockholders’ equity	US$		1,078			1,213			926					926			688			754			878			970			970


Net operating revenues	US$		331			613			843					1,787			253			338			299			365			1,255
Cost of products	US$		(164	)		(277	)		(314	)				(755	)		(109	)		(140	)		(129	)		(184	)		(562	)
Other expenses / revenues	US$		(43	)		(98	)		(55	)				(196	)		(32	)		(63	)		(32	)		(67	)		(194	)
Depreciation, amortization and depletion	US$		12			16			16					44			10			11			12			12			45

EBITDA	US$		136			254			490			—		880			122			146			150			126			544
Depreciation, amortization and depletion	US$		(12	)		(16	)		(16	)				(44	)		(10	)		(11	)		(12	)		(12	)		(45	)

EBIT	US$		124			238			474			—		836			112			135			138			114			499
Gain on investments accounted for by the equity method	US$		3			(3	)		1					1			2			3			7			2			14
Net financial result	US$		4			122			(281	)				(155	)		35			14			25			15			89

Income (loss) before income tax and social contribution	US$		131			357			194			—		682			149			152			170			131			602
Income tax and social contribution	US$		66			(162	)		(30	)				(126	)		(29	)		(34	)		(35	)		(21	)		(119	)

Net income (loss)	US$		197			195			164			—		556			120			118			135			110			483

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.


	COMPANHIA VALE DO RIO DOCE (Registrant)

Date: October 23, 2008	By:	/s/ Roberto Castello Branco
		Roberto Castello Branco
		Director of Investor Relations