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

Companhia Vale do Rio Doce

Avenida Graca 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 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-                     .)

 

 

COMPANHIA VALE DO RIO DOCE

		Page
Report of Independent Registered Public Accounting Firm			F-2
Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006			F-3
Condensed Consolidated Statements of Income for the three-month period ended September 30, 2007, June 30, 2007 and September 30, 2006 and for the nine-month period ended September 30, 2007 and 2006			F-5
Condensed Consolidated Statements of Cash Flows for the three-month period ended September 30, 2007, June 30, 2007 and September 30, 2006 and for the nine-month period ended September 30, 2007 and 2006			F-6
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month period ended September 30, 2007, June 30, 2007 and September 30, 2006 and for the nine-month period ended September 30, 2007 and 2006			F-8
Notes to the Condensed Consolidated Interim Financial Information			F-9
Supplemental Financial Information			S-1

		PricewaterhouseCoopers
		Rua da Candelária, 65 11° - 15°
		20091-020 Rioa 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 unaudited condensed consolidated balance sheet of Companhia Vale do Rio Doce and its subsidiaries as of September 30, 2007, and the unaudited condensed consolidated statements of income, of cash flows and of changes in stockholder’s equity for the three-month periods ended September 30, 2007 and June 30, 2007 and September 30,2006 and for the nine-month periods ended September 30, 2007 and September 30, 2006. 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, 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, 2006, and the related consolidated statements of income, of cash flows and of changes in stockholders’ equity for the year then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006; and in our report dated March 7, 2007, we expressed unqualified opinions thereon. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting referred to above are not presented herein. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

 
/s/PricewaterhouseCoopers
Auditores Independentes

Rio de Janeiro
October 25, 2007

Condensed Consolidated Balance Sheets
Expressed in millions of United States dollars

		September				December 31,
		30, 2007				2006
		(Unaudited)
Assets
Current assets
Cash and cash equivalents			2,508				4,448
Accounts receivable
Related parties			477				675
Unrelated parties			3,605				2,929
Loans and advances to related parties			106				40
Inventories			3,550				3,493
Deferred income tax			827				410
Recoverable taxes			518				414
Others			556				531
			12,147				12,940
Property, plant and equipment, net, and intangible assets			50,806				38,007
Investments in affiliated companies, joint ventures and other investments			2,595				2,353
Other assets
Goodwill on acquisition of subsidiaries			3,314				4,484
Loans and advances
Related parties			3				5
Unrelated parties			133				109
Prepaid pension cost			1,534				977
Prepaid expenses			230				360
Judicial deposits			1,053				852
Advances to suppliers — energy			577				443
Recoverable taxes			240				305
Unrealized gains on derivative instruments			654				22
Others			125				69
			7,863				7,626
TOTAL			73,411				60,926

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

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

(Continued)

		September				December 31,
		30, 2007				2006
		(Unaudited)
Liabilities and stockholders’ equity
Current liabilities
Suppliers			2,200				2,382
Payroll and related charges			583				451
Minimum annual dividends attributed to stockholders			908				1,494
Current portion of long-term debt — unrelated parties			702				711
Short-term debt			2				723
Loans from related parties			42				25
Provision for income taxes			1,357				817
Taxes payable			100				119
Employees post-retirement benefits			129				107
Others			491				483
			6,514				7,312
Long-term liabilities
Employees post-retirement benefits			1,999				1,841
Long-term debt — unrelated parties			17,522				21,122
Provisions for contingencies (Note 14 (c))			2,038				1,641
Unrealized losses on derivative instruments			598				705
Deferred income tax			6,168				4,527
Provisions for asset retirement obligations			824				676
Others			1,124				618
			30,273				31,130
Minority interests			3,072				2,811
Commitments and contingencies (Note 14)
Stockholders’ equity (Note 11)
Preferred class A stock - 7,200,000,000 no-par-value shares authorized and 1,919,516,400 issued			4,953				4,702
Common stock - 3,600,000,000 no-par-value shares authorized and 2,999,791,716 issued			7,742				3,806
Treasury stock - 30,341,144 preferred and 56,582,040 common shares			(389	)			(389	)
Additional paid-in capital			498				498
Mandatory convertible notes in common shares			1,288				—
Mandatory convertible notes in preferred shares			581				—
Other cumulative comprehensive income (deficit)			1,795				(1,004	)
Undistributed retained earnings			6,560				9,555
Unappropriated retained earnings			10,524				2,505
			33,552				19,673
TOTAL			73,411				60,926

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 (unaudited)

		Three-month period ended												Nine-month period ended
		September 30,								September 30,				September 30,				September 30,
		2007				June 30, 2007				2006				2007				2006
Operating revenues, net of discounts, returns and allowances
Sales of ores and metals			6,927				7,667				4,014				21,228				10,060
Revenues from logistic services			391				414				383				1,136				1,034
Aluminum products			677				724				638				2,050				1,707
Other products and services			129				94				31				289				68
			8,124				8,899				5,066				24,703				12,869
Taxes on revenues			(226	)			(207	)			(214	)			(624	)			(531	)
Net operating revenues			7,898				8,692				4,852				24,079				12,338
Operating costs and expenses
Cost of ores and metals sold			(3,053	)			(3,075	)			(1,580	)			(9,941	)			(4,186	)
Cost of logistic services			(207	)			(227	)			(203	)			(622	)			(573	)
Cost of aluminum products			(419	)			(431	)			(382	)			(1,219	)			(963	)
Others			(106	)			(51	)			(16	)			(177	)			(38	)
			(3,785	)			(3,784	)			(2,181	)			(11,959	)			(5,760	)
Selling, general and administrative expenses			(287	)			(266	)			(167	)			(821	)			(547	)
Research and development			(206	)			(152	)			(134	)			(471	)			(306	)
Others			(190	)			(111	)			(122	)			(317	)			(268	)
			(4,468	)			(4,313	)			(2,604	)			(13,568	)			(6,881	)
Operating income			3,430				4,379				2,248				10,511				5,457
Non-operating income (expenses)
Financial income			39				77				59				237				146
Financial expenses			(198	)			(508	)			(172	)			(1,365	)			(630	)
Foreign exchange and monetary gains, net			553				932				38				2,255				325
Gain on sale of investments			103				674				16				777				363
			497				1,175				(59	)			1,904				204
Income before income taxes, equity results and minority interests			3,927				5,554				2,189				12,415				5,661
Income taxes
Current			(975	)			(1,483	)			(419	)			(3,291	)			(819	)
Deferred			28				87				71				306				(62	)
			(947	)			(1,396	)			(348	)			(2,985	)			(881	)
Equity in results of affiliates and joint ventures and other investments			165				156				187				459				527
Minority interests			(205	)			(219	)			(124	)			(637	)			(352	)
Net income			2,940				4,095				1,904				9,252				4,955

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 (unaudited)

		Three-month period ended												Nine-month period ended
		September 30,								September 30,				September 30,				September 30,
		2007				June 30, 2007				2006				2007				2006
Cash flows from operating activities:
Net income			2,940				4,095				1,904				9,252				4,955
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization			532				525				232				1,449				618
Dividends received			39				153				242				282				452
Equity in results of affiliates and joint ventures			(165	)			(156	)			(187	)			(459	)			(527	)
Deferred income taxes			(28	)			(87	)			(71	)			(306	)			62
Gain on sale of investments			(103	)			(674	)			(16	)			(777	)			(363	)
Foreign exchange and monetary losses (gains), net			(565	)			(1,224	)			25				(2,561	)			(341	)
Unrealized derivative losses (gains), net			(338	)			(168	)			(75	)			(591	)			20
Minority interests			205				219				124				637				352
Interest payable (receivable), net			9				(57	)			(55	)			125				(43	)
Others			71				(25	)			1				69				24
Decrease (increase) in assets:
Accounts receivable			489				(492	)			(291	)			100				(475	)
Inventories			(194	)			(264	)			34				215				(6	)
Others			(467	)			499				10				(372	)			(136	)
Increase (decrease) in liabilities:
Suppliers			95				428				28				569				(236	)
Payroll and related charges			121				104				47				64				(14	)
Income taxes			526				503				112				975				109
Others			(327	)			251				111				81				(62	)
Net cash provided by operating activities			2,840				3,630				2,175				8,752				4,389
Cash flows from investing activities:
Loans and advances receivable
Related parties
Additions			—				(1	)			(2	)			(1	)			(8	)
Repayments			—				—				8				10				11
Others			3				(1	)			20				2				33
Judicial deposits			(12	)			(31	)			(26	)			(75	)			(61	)
Additions to investments			—				(42	)			(57	)			(94	)			(61	)
Additions to property, plant and equipment			(1,367	)			(1,633	)			(834	)			(4,106	)			(2,650	)
Proceeds from disposal of investments			134				908				—				1,042				432
Proceeds from disposals of property, plant and equipment			—				—				11				—				49
Cash used to acquire subsidiaries, net of cash acquired			—				(903	)			(6	)			(2,926	)			(6	)
Net cash used in investing activities			(1,242	)			(1,703	)			(886	)			(6,148	)			(2,261	)

		Three-month period ended												Nine-month period ended
		September 30,								September 30,				September 30,				September 30,
		2007				June 30, 2007				2006				2007				2006
Cash flows from financing activities:
Short-term debt, additions			472				1,493				1,378				2,462				3,761
Short-term debt, repayments			(472	)			(2,485	)			(1,165	)			(3,163	)			(3,563	)
Loans
Related parties
Additions			5				136				(1	)			258				10
Repayments			—				(121	)			(17	)			(234	)			(28	)
Issuances of long-term debt
Others			54				49				12				6,566				1,363
Repayments of long-term debt
Others			(871	)			(3,940	)			(206	)			(11,016	)			(727	)
Treasury stock			—				—				(276	)			—				(301	)
Mandatorily convertible notes			—				1,869				—				1,869				—
Interest attributed to stockholders			—				(825	)			—				(825	)			(650	)
Dividends to minority interest			—				(224	)			(37	)			(285	)			(56	)
Net cash used in financing activities			(812	)			(4,048	)			(312	)			(4,368	)			(191	)
Increase (decrease) in cash and cash equivalents			786				(2,121	)			977				(1,764	)			1,937
Effect of exchange rate changes on cash and cash equivalents			(52	)			(59	)			20				(176	)			(87	)
Cash and cash equivalents, beginning of period			1,774				3,954				1,894				4,448				1,041
Cash and cash equivalents, end of period			2,508				1,774				2,891				2,508				2,891
Cash paid during the period for:
Interest on short-term debt			(1	)			(39	)			(2	)			(41	)			(8	)
Interest on long-term debt			(324	)			(399	)			(146	)			(928	)			(313	)
Income tax			(691	)			(1,255	)			(247	)			(2,552	)			(465	)
Non-cash transactions
Income tax paid with credits			(242	)			(193	)			(56	)			(554	)			(126	)
Interest capitalized			(20	)			(21	)			(34	)			(63	)			(96	)
Issuance of preferred stock for the acquisition of Caemi, net of cash acquired			—				—				—				—				(2,182	)

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 (unaudited)
(except number of shares and per-share amounts)

		Three-month period ended												Nine-month period ended
		September 30,								September 30,				September 30,
		2007				June 30, 2007				2006				2007				September 30, 2006
Preferred class A stock (including twelve special shares)
Beginning of the period			4,953				4,702				4,702				4,702				2,150
Capital increase			—				—				—				—				2,552
Transfer from undistributed retained earnings			—				251				—				251				—
End of the period			4,953				4,953				4,702				4,953				4,702
Common stock
Beginning of the period			7,742				3,806				3,806				3,806				3,806
Transfer from undistributed retained earnings			—				3,936				—				3,936				—
End of the period			7,742				7,742				3,806				7,742				3,806
Treasury stock
Beginning of the period			(389	)			(389	)			(113	)			(389	)			(88	)
Acquisitions			—				—				(276	)			—				(301	)
End of the period			(389	)			(389	)			(389	)			(389	)			(389	)
Additional paid-in capital
Beginning and end of the period			498				498				498				498				498
Mandatory convertible notes in common shares
Beginning and end of the period			1,288				1,288				—				1,288				—
Mandatory convertible notes in preferred shares
Beginning and end of the period			581				581				—				581				—
Other cumulative comprehensive income (deficit)
Cumulative translation adjustments
Beginning and end of the period			(464	)			(1,672	)			(1,888	)			(1,628	)			(2,856	)
Change in the period			1,467				1,208				26				2,631				994
End of the period			1,003				(464	)			(1,862	)			1,003				(1,862	)
Unrealized gain on available-for-sale securities
Beginning of the period			205				586				112				271				127
Change in the period			24				(381	)			18				(42	)			3
End of the period			229				205				130				229				130
Superavit (deficit) accrued pension plan
Beginning of the period			472				344				—				353				—
Change in the period			68				128				—				187				—
End of the period			540				472				—				540				—
Cash flow hedge
Beginning of the period			14				(10	)			—				—				—
Change in the period			9				24				—				23				—
End of the period			23				14				—				23				—
Total other cumulative comprehensive income (deficit)			1,795				227				(1,732	)			1,795				(1,732	)
Undistributed retained earnings
Beginning of the period			6,233				9,992				4,705				9,555				4,357
Transfer from unappropriated retained earnings			327				428				(59	)			1,192				289
Transfer to capital stock			—				(4,187	)			—				(4,187	)			—
End of the period			6,560				6,233				4,646				6,560				4,646
Unappropriated retained earnings
Beginning of the period			7,952				4,285				5,386				2,505				3,983
Net income			2,940				4,095				1,904				9,252				4,955
Interest attributed to mandatory covertible debt
Preferred class A stock			(14	)			—				—				(14	)			—
Common stock			(27	)			—				—				(27	)			—
Dividends and interest attributed to stockholders
Preferred class A stock			—				—				—				—				(513	)
Common stock			—				—				—				—				(787	)
Appropriation to reserves			(327	)			(428	)			59				(1,192	)			(289	)
End of the period			10,524				7,952				7,349				10,524				7,349
Total stockholders’ equity			33,552				29,085				18,880				33,552				18,880
Preferred class A stock (including twelve special shares)			1,919,516,400				1,919,516,400				1,919,516,400				1,919,516,400				1,919,516,400
Common stock			2,999,797,716				2,999,797,716				2,999,797,716				2,999,797,716				2,999,797,716
Treasury stock
Beginning of the period			(86,923,328	)			(86,923,328	)			(59,190,072	)			(86,927,072	)			(56,627,872	)
Acquisitions			—				—				(27,737,000	)			—				(30,299,200	)
Sales			144				—				—				3,888				—
End of the period			(86,923,184	)			(86,923,328	)			(59,190,072	)			(86,923,184	)			(56,627,872	)
			4,832,390,932				4,832,390,788				4,860,124,044				4,832,390,932				4,862,686,244
Dividends and interest attributed to stockholders (per share):
Preferred class A stock (including twelve special shares)			—				—				—				—				0.27
Common stock			—				—				—				—				0.27

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

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

1		The Company and its operation
		Companhia Vale do Rio Doce (CVRD) is a limited liability company, duly organized and existing under the laws of the Federative Republic of Brazil. Our operations are carried out through CVRD and its subsidiary companies, joint ventures and affiliates, and mainly consist of mining, non-ferrous metal production and logistics, as well as energy, aluminum and steel activities. Further details of our joint ventures and affiliates are described in Note 9.
		On September 30, 2007, the main operating subsidiaries we consolidate are as follows:

% voting

Head office

Subsidiary

% ownership

capital

location

Principal activity

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

57,03

61,74

Brazil

Alumina

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

51,00

51,00

Brazil

Aluminum

CADAM S.A. (CADAM)

61,48

100,00

Brazil

Kaolin

CVRD International S.A.

100,00

100,00

Swiss

Trading

CVRD Overseas Ltd.

100,00

100,00

Cayman Islands

Trading

CVRD Inco (2)

100,00

100,00

Canada

Nickel

Ferrovia Centro-Atlântica S. A.

100,00

100,00

Brazil

Logistics

Minerações Brasileiras Reunidas S.A. — MBR

92,99

92,99

Brazil

Iron ore

Mineração Onça Puma Ltda

100,00

100,00

Brazil

Nickel

Pará Pigmentos S.A. (“PPSA”)

86,17

85,57

Brazil

Kaolin

PT International Nickel Indonesia Tbk (“PT Inco”) (3)

61,16

61,16

Indonesia

Nickel

Valesul Aumínio S.A. (1)

100,00

100,00

Brazil

Aluminum

CVRD Australia Pty Ltd. (4)

100,00

100,00

Australia

Coal

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 beneficiaries are consolidated. Investments in unconsolidated affiliates and joint ventures are accounted for under the equity method.
		We evaluate the carrying value of our listed investments relative to publicly available quoted market prices. 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 shareholders agreements. 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 investments in hydroelectric projects are made via consortium contracts under which we have an undivided interest 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 the project, there are no separate financial statements, income tax return, net income or shareholders’ equity. Brazilian corporate law explicitly provides that no separate legal entity exists as a result of a consortium contract, and our external legal counsel has confirmed this conclusion. So, we recognize our proportionate share of costs and our undivided interest in assets relating to hydroelectric projects.

3		Summary of significant accounting policies
		The 2006 year end condensed Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
		Our condensed consolidated interim financial information for the three-month period ended September 30, 2007, June 30, 2007, and September 30, 2006 and for the nine-month periods ended September 30, 2007 and September 30, 2006 is unaudited. However, in our opinion, such condensed consolidated financial information includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for interim periods. The results of operations for the three-month and the nine-month periods ended September 30, 2007 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2007.
		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 information therefore includes 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 in business combinations, income tax valuation allowances, employee post-retirement benefits and other similar evaluations. Actual results may vary from our estimates.
		We have remeasured all assets and liabilities into U.S. dollars at the current exchange rate at each balance sheet date (R$1.8225 and R$2.1342 at September 30, 2007 and December 31, 2006, respectively to US$1.00 or the first available exchange rate if exchange on the last day of the period, was not available), and all accounts in the statements of income (including amounts relative to local currency indexation and exchange variances on assets and liabilities denominated in foreign currency) at the average 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.
		Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). Under the Interpretation, the financial statements reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering time values. We classify interest and penalties as financial expenses in our Statement of Income.
4		Recently-issued accounting pronouncements
		In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. This standard is effective for fiscal years ending on or after November 15, 2007. We are currently studying the impact of this standard.

5		Major acquisitions and disposals
		In July 2007, we sold our total interest in Lion Ore Mining International Ltd.(held by our subsidiary CVRD Inco), corresponding to 1.8% of total common shares for US$105 generating a gain of US$80.
		In June 2007, we sold through a primary and secondary public offering 25,213,664 common shares, representing 57.84% of total capital, of our subsidiary Log-In Logística Intermodal S.A. for US$179, with a gain of US$155. In July 2007, we sold 5.1% additional stake for US$24 with a gain of US$21. We now hold 31.27% of the voting and total capital of this entity, which is recognized as an equity investee.
		In May 2007, we sold in a public offering Usiminas shares, an available-for-sale investee, and received total proceeds of US$728 recording a gain of US$456. We remain with the minimum number of shares required to be part of to the current shareholders agreement of Usiminas.
		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 stake in MBR is equivalent to, direct and indirectly, 92.99% of total and voting capital. We simultaneously entered into an usufruct agreement with minority shareholders that transfers to us all rights and obligations with respect to EBM shares, including receipt of dividends, during the next 30 years for which we will make an initial payment of US$61 plus an annual fee of US$48 for the next 29 years. The present value of the future obligation is recorded as a liability with charge to minority interests.
		In April 2007, we concluded the acquisition of 100% of CVRD Australia (former AMCI Holdings Australia Pty – AMCI HA), a private company established in Australia, which owns and operates coal mines in that country for US$656.
		The purchase price allocations based on the fair values of acquired assets and liabilities was based on management’s preliminary internal valuation estimates. Such allocations will be finalized based on valuation and other studies which are in course, performed by us with the assistance of outside valuation specialists. Accordingly, the purchase price allocation adjustments set forth below are preliminary and are subject to revision.

		Preliminary
		Valuation
		(Unaudited)
Purchase price			656
Book value of assets acquired and liabilities assumed, net			(213	)
Adjustment to fair value of property, plant and equipment			(463	)
Deferred taxes on the above adjustments			52
Goodwill			32

		In March 2007, we acquired the remaining 18% minority interest in Ferro-Gusa Carajás held by Nucor do Brasil S.A. for US$20, which then became a wholly-owned subsidiary.
6		Acquisition of Inco
		In October, 2006 we acquired Inco Limited (Inco), a Canadian-based nickel company, and the world’s largest nickel prossessing capacity and reserve base, for US$13 billion, corresponding to 174,623,019 common shares, representing 75.66% of its outstanding shares. By November 3, 2006 we had already acquired a total of 196,078,276 shares for approximately US$15 billion, representing 86.57% of Inco’s capital. On December 31, 2006 we had 87.73% of the outstanding shares. On January 3, 2007 the special meeting of shareholders of Inco, approved the amalgamation of Inco with Itabira Canada Inc. (Itabira Canada), our wholly-owned indirect subsidiary.

		Pursuant to the amalgamation, Inco changed its name to “CVRD Inco Limited” (CVRD Inco) and we now own 100.00% of share capital for which we paid an additional US$2 billion.
		In December 2006 we concluded several transactions to take out the bridge loan aiming to extend our average debt maturity close to the pre-acquisition level, as described in Note 10.
		The purchase price allocation based on the fair values of acquired assets and liabilities was at first based on management’s preliminary internal valuation estimates. During the second quarter of 2007, we finalized such allocation based on complementary studies, performed by us with the assistance of external valuation specialists. Accordingly, the purchase price allocation adjustments in relation to the fair value of assets and liabilities acquired set forth below are finalized and the main difference in relation to our preliminary allocation refers to rights identified after the complementary studies. The revisions to the allocation have no material effects on the results of the three-month period ended March 31, 2007, previously reported.
		Fair values used herein were calculated using current pension and post-retirement benefits obligation funded status, current interest rates and sales prices for finished goods, estimated future production, investment, costs, commodity prices and cash flows.
		On the preparation of this information our acquisition is 100.00% of Inco’s shares.

		(Unaudited)
Total disbursements			17,023
Transaction costs			38
Purchase price			17,061
Book value of assets acquired and liabilities assumed, net			(4,657	)
Adjustment to fair value of inventory			(2,008	)
Adjustment to fair value of property, plant and equipment and intangible assets			(12,723	)
Change of control obligations			949
Adjustment to fair value of other liabilities assumed			795
Deferred taxes on the above adjustments			3,188
Goodwill			2,605

		The main reclassification between the preliminary and final valuation (US$2,135) is the increase in fair value of the nickel mines and the related deferred tax, reducing goodwill.
		Pro forma information considers our acquisition of 100.00% of Inco as though completed on January 1, 2006.

		Three-month period ended (unaudited)												Nine-month period ended (Unaudited)
		September 30, 2006												September 30, 2006
		CVRD												CVRD
		Consolidated				Inco				Pro forma				Consolidated				Inco				Pro forma
Net operating revenues			4,852				2,326				7,178				12,338				5,351				17,689
Operating costs and expenses			(2,604	)			(1,392	)			(3,996	)			(6,881	)			(3,534	)			(10,415	)
Operating income			2,248				934				3,182				5,457				1,817				7,274
Non-operating income (expenses)			(59	)			(50	)			(109	)			204				(572	)			(368	)
Income before income taxes, equity results and minority interests			2,189				884				3,073				5,661				1,245				6,906
Income taxes			(348	)			(367	)			(715	)			(881	)			(473	)			(1,354	)
Equity in results of affiliates and joint ventures			187				—				187				527				—				527
Minority interests			(124	)			(40	)			(164	)			(352	)			(82	)			(434	)
Net income			1,904				477				2,381				4,955				690				5,645

7		Income taxes
		Income taxes in Brazil comprise federal income tax and social contribution, which is an additional federal tax. The statutory composite 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 rate varied from 3.29% to 43.15%.

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

		Three-month period ended (unaudited)
														June 30, 2007
		September 30, 2007																				September
		Brazil				Foreign				Total				Brazil				Foreign				Total			30, 2006
Income before income taxes, equity results and minority interests			2,062				1,865				3,927				2,807				2,747				5,554				2,189
Federal income tax and social contribution expense at statutory enacted rates			(701	)			(634	)			(1,335	)			(954	)			(934	)			(1,888	)			(744	)
Adjustments to derive effective tax rate:
Tax benefit on interest attributed to stockholders			124				—				124				118				—				118				80
Difference on tax rates of foreign income			—				215				215				—				198				198				301
Difference on tax basis of equity investees			—				(6	)			(6	)			71				12				83				(23	)
Tax incentives			50				—				50				65				—				65				71
Other non-taxable gains (losses)			—				5				5				39				(11	)			28				(33	)
Federal income tax and social contribution expense in consolidated statements of income			(527	)			(420	)			(947	)			(661	)			(735	)			(1,396	)			(348	)