Edgar Filing: Cosan Ltd.

COSAN LIMITED

March 16, 2009

/s/ Paulo Sérgio de Oliveira Diniz

Paulo Sérgio de Oliveira Diniz

Chief Financial Officer and Investors Relations Officer

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of March 2009

Commission File Number: 1-33659

COSAN LIMITED

(Translation of registrant’s name into English)

Av. Juscelino Kubitschek, 1726 – 6th floor

São Paulo, SP 04543-000 Brazil

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

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):

Yes

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes

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

COSAN LIMITED

Item
1.	Communication regarding 3Q09 earnings release

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.


		Quarterly Financial Letter
		3rd Quarter of Fiscal Year 2009 – November, December and January

	Endorsing the tendency begun last quarter, Cosan Limited posts record EBITDA

	■	This section provides a summary of the quarterly performance of Cosan Ltd. (NYSE: CZZ), the parent company of the Cosan Group. The financial information in this section is therefore expressed in U.S. dollars and in accordance with U.S. GAAP.

	■	The operations of Esso, now renamed Cosan Combustíveis e Lubrificantes (CCL) were consolidated in the 3Q09. For comparative purposes, Cosan’s operations until the date of the Esso acquisition, which comprise the production and sale of sugar, ethanol and electric power, are grouped under Cosan Sugar e Álcool (CAA).

	■	Thanks to two months of CCL’s results and the impact of the devaluation of the Real on exports, Cosan closed the 3Q’09 with a significant inmprovement in its operating results: (i) net operating revenue moved up 2.9 times to US$1,103.4 million; (ii) gross profit increased 4.6 times and the gross margin widened from 8.8% to 13.9%; (iii) the 3Q’08 operating loss was turned into operating income of US$43.2 million, with a margin of 3.9%; and (iv) EBITDA totaled US$92.2 million 7.8 times higher than the 3Q’08, equivalent to 97.8% of FY’08 EBITDA. It is also worth noting that the EBITDA margin increased from 3.1% to 8.4%, even after consolidating the EBITDA of CCL, whose margins are compatible with the fuel distribution segment, i.e. much lower than those of sugar and ethanol production.

Summary of Financial and Operating Information (US$MM)
3Q'08	3Q'09		YTD' 08	YTD' 09
123.0	115.7	Ethanol Sold (millions gallons)	265.0	279.6
625.4	808.8	Sugar Sold (thousand tonnes)	2,273.2	2,340.3
226.1	228.3	Fuels Sold (million gallons)	226.1	228.3
5.1	4.1	Lubes Sold (million gallons)	5.1	4.1
376.7	1,103.4	Net sales	1,005.9	1,881.2
33.2	153.0	● Gross profit	78.8	211.8
8.8%	13.9%	Gross Margin	7.8%	11.3%
(38.6)	43.2	● Operating income (loss)	(129.6)	(70.2)
-10.2%	3.9%	Operating margin	-12.9%	-3.7%
11.8	92.2	● EBITDA	79.3	179.0
3.1%	8.4%	EBITDA Margin	7.9%	9.5%
(114.8)	(83.9)	● Income (loss) before minority interest	(88.8)	(297.9)
(59.7)	(64.6)	● Net income (loss)	(40.7)	(208.0)
-15.8%	-5.9%	Profit (loss) Margin	-4.0 %	-11.1%
157.3	131.7	Capex	342.1	445.0
(48.8)	1,296.3	● Net Debt	(48.8)	1,296.3
2,509.0	2,099.6	● Shareholders' & Minorities Equity	2,509.0	2,099.6


Definitions: FY’09 - fiscal year begun May 1, 2008 and ending March 31, 2009 FY’08 - fiscal year begun May 1, 2007 and ending April 30, 2008 3Q’09 - quarter ended January 31, 2009 3Q’08 - quarter ended January 31, 2008 YTD’09 - period begun on the same date as the FY’09 and ended at the close of the 3Q’09 YTD’08 - period begun on the same date as the FY’08 and ended at the close of the 3Q’08	■	Net debt in the 3Q’09 moved up due to financing for the acquisition of CCL and BNDES funding for the co-generation investments, which will add additional and constant cash flow to Cosan’s results.


		Quarterly Financial Letter
		3rd Quarter of Fiscal Year 2009 – November, December and January

Paulo Diniz, CFO & IRO	EBITDAH of R$359.5 million is Cosan’s best ever quarterly result

Luiz Felipe Jansen de Mello, Investor Relations	■	Having consolidated two months of the results generated by Esso, now Cosan Combustíveis e Lubrificantes S.A. (CCL), and benefiting from the impact of the devaluation of the Real on its exports, Cosan S.A. (BOVESPA: CSAN3) closed the 3Q’09 with EBITDAH of R$359.5 million, an all-time quarterly record, giving a YTD’09 figure of R$608.7 million, already 53% up on the FY’08 total.
Guilherme A. Prado, Treasury	■	The healthy operating result was sufficient to absorb interest expenses and expenses from depreciation, goodwill amortizations and the exchange variation on dollar-denominated debt. As a result, Cosan reversed the 3Q’08 net loss, closing the 3Q’09 wiith net income of R$5.2 million.

Mauricio Sartorelli, Controller	■	The 2008/09 harvest came to an end in December and Cosan also established a new crushing record, having processed 44.2 million tonnes of sugarcane, producing 1,715.8 million liters of ethanol and 3,267.7 thousand tonnes of sugar.

Summary of Financial and Operating Information (R$MM)
3Q'08	3Q'09		YTD'08	YTD'09
482.4	438.1	Ethanol Sold (millions liters)	1,033.0	1,058.3
629.0	808.8	Sugar Sold (thousand tonnes)	2,295.1	2,340.3
855.8	864.4	Fuels Sold (million liters)	855.8	864.4
19.1	15.5	Lubes Sold (million liters)	19.1	15.5
674.0	2,565.6	Net sales	1,893.2	3,920.3
79.6	378.0	● Gross profit	199.6	559.5
11.8%	14.7%	Gross Margin	10.5%	14.3%
(106.6)	(47.4)	● Operating income (loss)	(62.8)	(726.2)
-15.8%	-1.8%	Operating margin	-3.3%	-18.5%
1.3	234.5	● EBITDA	126.7	435.5
0.2%	9.1%	EBITDA Margin	6.7%	11.1%
94.4	359.5	● EBITDAH	370.5	608.7
12.3%	13.4%	EBITDAH Margin	17.3%	14.9%
(72.0)	5.2	● Income (loss) before minority interest	(44.4)	(434.5)
(71.4)	5.2	● Net income (loss)	(42.5)	(433.6)
-10.6%	0.2%	Profit (loss) Margin	-2.2%	-11.1%
270.8	426.9	Capex	577.9	984.9
295.6	3,521.1	● Net Debt	295.6	3,521.1
3,349.3	3,728.1	● Shareholders' & Minorities Equity	3,349.3	3,728.1

Definitions: FY’09 - fiscal year begun May 1, 2008 and ending March 31, 2009 FY’08 - fiscal year begun May 1, 2007 and ending April 30, 2008 3Q’09 - quarter ended January 31, 2009 3Q’08 - quarter ended January 31, 2008 YTD’09 - period begun on the same date as the FY’09 and ended at the close of the 3Q’09 YTD’08 - period begun on the same date as the FY’08 and ended at the close of the 3Q’08	■	The Company invested R$426.9 million in fixed assets in the 3Q’09, R$166.3 million of which in the Jataí greenfield project in Goiás, which will begin production in the upcoming harvest. The ongoing co-generation projects, which are already contributing to revenue, absorbed R$103.5 million.

	■	Cosan closed the 3Q’09 with net debt of R$3,521.1 million, inflated by the R$1.1 billion issue of promissory notes used to finance the acquisition of CCL and the consolidation of US$175.0 million in existing floating rate notes into its balance sheet. This debt corresponds to 4.2 times EBITDA in the 12 months ended January 31, 2009, including 12 months of CCL’s results.

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		A. Market Overview

	§	According to the latest figures from UNICA, the sugarcane growers’ association, crushed cane volume in Brazil’s Central-South totaled 499.6 million tonnes through January 15, 15.88% more than last year’s total harvest. This figure benefited from the 46 plants still in operation, which crushed 2.34 million tonnes in the first fortnight of the year. Around 10 of these units intend to keep crushing until the beginning of the next harvest. Sugar production in the period amounted to 26.75 million tonnes, 2.11% up on the 2007/08 crop, while ethanol output climbed 22.59% to 24.79 billion liters. Of this total, hydrous accounted for 16.2 billion liters, 23.81% up year-on-year, and anhydrous for 8.59 billion liters, up by 20.36%. The hefty ethanol upturn was due to the production bias towards this product, which accounted for 60.26% of total cane TSR (sucrose content). Brazil’s capacity to alter its production mix at will has been diminishing, since recent investments have been concentrated in boosting ethanol output. Until the first fortnight of January, plants producing ethanol only were responsible for 13% of total crushed cane and production of 5.31 billion liters of ethanol.

	■	The Northeast harvest is nearing its end, with estimated production of 3.65 million tonnes of sugar and 1.96 billion liters of ethanol through the end of January, 4.3% down and 18% up, respectively, on the same period last year. Ethanol’s share of cane output increased, rising from 40% of the total, in 2007/08, to 45%, and yield increased by 1%.

	■	The global sugar supply and demand ratio is still favoring prices, given prospects of a 2009/10 deficit that may exceed 10 million tonnes, according to some market estimates. While there are no signs of significant reductions in demand, supply has fallen dramatically.

Loosening of Indian import restrictions paves the way for Brazilian exports	■	As India’s harvest has moved ahead, sugar output estimates have been frequently revised downwards due to the reduction in planted area, lower yield and less sucrose recovery. The latest news points to production of between 16 and 17 million tonnes, almost 10 million less than the previous (record) harvest. As a result, the Indian government decided to ease its import restrictions in order to put a brake on domestic sugar prices, which reached INR 2,115/100kg (equivalent to ¢US$19,6/lb) at the close of January, 20.4% up on the end-of-October figure. In February, the government approved a tonne-for-tonne policy, allowing local plants to import raw sugar, with a commitment to export a similar volume of refined sugar in up to 24 months. Taking advantage of this new policy, Brazil had already shipped 800,000 tonnes to India until February.

	■	Production in some other Asian countries also looks set to fall thanks to poor weather and two years of low returns. In Australia, where many plants have closed in the last few years, the recent rains have further reduced production. China was hit by frost at the beginning of 2008 and by reduced fertilizer use, while in Pakistan, the reduction in planted area was aggravated by lower yield, as in India.

	■	International raw sugar prices averaged ¢US$11.79/lb in the 3Q’09, 6% down on the previous quarter and 10.1% up on the ¢US$10.68/lb recorded in the 3Q’08. On the other hand, the hefty devaluation of the Real continued throughout the quarter, more than offsetting the international price slide. Raw sugar prices in Reais closed the 3Q’09 at ¢R$29.35/lb, 15.4% up on the 2Q08 and 34.9% more than the 3Q’08 figure of ¢R$21.76/lb.

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Funds rebuild sugar market positions thanks to the sector’s sound fundamentals	■	In November and December, major hedge funds, plus smaller funds and speculators, maintained the previous quarters’ trend, reducing their net long positions from 87,000 lots at the close of October to 77,000 at the end of December, as result of increased redemptions by fund shareholders. As of January, however, these positions began to build up again, reaching 140,000 lots and 21% of total open contracts, evidence of investor confidence in the sector’s sound fundamentals. It is worth remembering that index funds sold around 40,000 lots in January, but with no undue impact on prices given that this reordering was carried out in a gradual manner and had already been built into prices by the market.



Recovery of international market prices	■	International refined sugar prices have been reacting to the initial decline triggered by the flight from commodities to more conservative positions, sustained by the sector’s solid fundamentals. Prices closed January at US$373.5/t, with an upward bias. In the 3Q’09, they averaged US$328.3/t, 11.1% down on the previous quarter and 6.8% up year-on-year. The white premium closed the quarter at US$94.17/t, 36.1% up on the 2Q09, reflecting the reduction in refined sugar supply due to: (i) the transition of India and the EU from major exporters to possible importers; and (ii) the reduction in shipments from Brazil following the massive exports at the beginning of the current harvest.

March, 2009 Cosan | Renewable Energy for a Better World

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	■	Export demand remained strong, thanks to low freight costs and reduced physical discounts. Between May/08 and February/09, Brazil shipped 18.5 million tonnes abroad, 12.6% up on the same period last year. In the 3Q’09, the Baltic Exchange Dry Index, which measures freight prices, averaged 821.4 points, 82.3% down on the previous quarter’s average. Since February, however, a correction got under way and prices peaked at 2298 points at the beginning of March.



	■	Domestic crystal sugar prices (ESALQ) averaged R$33.12/50kg bag (or R$662.34/t) in the 3Q’09, 9.1% up on the previous three months and 37.9% up year-on-year. The increase reflected reduced crystal supply in the Central-South, due to: (i) exceptionally high exports; (ii) producers massively favoring raw production; and (ii) retention of sugar by the banks as a guarantee of debt payments, although there are no estimates of the precise volume involved.



	■	Domestic hydrous ethanol prices (ESALQ) averaged R$0.752/liter in the 3Q’09, 2.8% up on the previous three months, while anhydrous prices dipped by 0.7% to an average R$0.882/liter. In relation to the 3Q’08, hydrous moved up by 3.9% and anhydrous by 8.2%.

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	■	According to preliminary figures from Secex (Brazil’s Foreign Trade Secretariat), ethanol exports from the 2008/09 harvest through February/09 reached the record level of 4.28 billion liters, 43.8% up year-on-year. In January and February however, as expected, export demand was 47.1% lower than the same period last year, totaling 309.6 million liters.



	■	According to Brazil’s National Petroleum Agency (ANP), domestic retail gasoline prices averaged R$2.477/liter at the end of the 3Q’09, while hydrous ethanol averaged R$1.541/liter, giving a parity of 62.2%. Ethanol prices only exceeded 75% of gasoline prices in five Brazilian states (Acre, Amapá, Pará, Piauí and Roraima). In São Paulo state, the country’s largest consumption center, the ratio stood at only 54.9%.

	■	Despite the economic slowdown, ethanol consumption continued to move up. According to the ANP, hydrous consumption climbed 25.7% year-on-year in November and December, reaching 2.5 billion liters. The year-to-date total stood at 13.3 billion liters, 41.9% up on the year before. Year-to-date anhydrous sales came to 6.3 billion liters, 7.7% more than the same period in the previous year, pushed by the 3.5% upturn in the consumption of C gasoline (the gasoline/anhydrous ethanol blend), which totaled 4.4 billion liters.

	■	In December and January, Brazilian vehicle sales began to react to the government’s auto industry incentives, although they still recorded a year-on-year downturn. These incentives included, as of December, a R$4 billion injection to generate more liquidity and facilitate vehicle financing and a reduction in the IPI (federal VAT) rate on vehicle sales until March 2009.

	■	According to Anfavea, the auto manufacturers’ association, new car sales totaled 540,000 units in the 3Q’09. Flex-fuel vehicles exceeded 465,000 units, or 86.2% of the total. January’s sales fell 7.6% year-on-year, versus market expectations of a close-to-20% drop, while in February sales were slightly higher than the same period of the previous year, reaching 191,285 units.

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	■	In the distribution sector, despite the reduced pace of vehicle sales, there is still plenty of room for companies affiliated to Sindicom (an association of the 5 fuel largest fuel distributors) to consolidate the distribution segment by increasing their market share, especially in relation to the independent gas stations. In 2008, Sindicom affiliates were responsible for 84% of total diesel sales, 76,4% of C gasoline sales and 59.% of hydrous ethanol sales, representing respective annual sales increases of 2.3 billion, 0.3 billion and 2.6 billion liters. Also in 2008, sales by all distributors totaled 44.8 billion liters of diesel, 25,2 billion de liters of C gasoline and 13.3 billion liters of hydrous ethanol, respective increases of 7%, 3.5% and 41.9% over 2007.



Dollar hovers around new level of R$2.30/US$	■	The dollar remained highly volatile throughout the 3Q’09, although concentrated within a narrower band between R$2.12 and R$2.50/US$. The Real closed the period at R$2.32/US$, 9.5% down on the quarter before and 29.3% less than the end of January 2008.

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	B. Operating Performance

	■	Net revenue totaled R$2,565.6 million in the 3Q’09, following the consolidation of two months of operations (December 2008 and January 2009) of Cosan Combustíveis e Lubrificantes (CCL), 280.7% up year-on-year.

	■	EBITDA of R$234.5 million was the best quarterly result since the 2Q’07, until then the Company’s best ever figure, and already 35% more than in the FY’08, Cosan’s last fiscal year.

	■	EBITDAH of R$359.5 million was also a new quarterly record, the best result since the constitution of Cosan.

	■	The Company posted net income of R$5.2 million, despite the heavy weight of depreciation and amortizations and the financial expenses from the exchange variation, reversing the 3Q’08 net loss.

3Q'08	3Q'09	Income Statement (R$MM)	YTD'08	YTD'09
674.0	2,565.6	Net Operating Revenue	1,893.2	3,920.3
(594.4)	(2,187.6)	(-) Cost of Goods Sold	(1,693.5)	(3,360.8)
79.6	378.0	(=) Gross Profit	199.6	559.5
11.8%	14.7%	Gross Margin	10.5%	14.3%
(73.4)	(156.8)	(-) Selling Expenses	(226.5)	(331.1)
(49.9)	(72.3)	(-) General & Adm. Expenses	(152.5)	(197.6)
(2.7)	14.4	(±) Other Operating Expenses	(6.2)	(0.5)
47.8	71.1	(+) Depreciation & Amortization	312.2	405.2
1.3	234.5	(=) EBITDA	126.7	435.5
0.2%	9.1%	EBITDA Margin	6.7%	11.1%
94.4	359.5	(=) EBITDAH (Adjusted by Hedge)	370.5	608.7
12.3%	13.4%	EBITDAH Margin	17.3%	14.9%
(11.9)	(159.2)	(±) Net Financial Expenses	283.3	(624.0)
0.1	13.6	(±) Equity Income	0.2	13.5
(48.2)	(65.2)	(-) Goodwill Amortization	(160.8)	(145.9)
1.1	105.9	(±) Other Non-Operat. Result	6.3	116.6
(105.5)	58.5	(=) Profit Before Income Tax	(56.5)	(609.6)
33.5	(53.3)	(±) Income Tax	12.1	175.0
0.6	0.0	(±) Minority Interests	1.9	0.9
(71.4)	5.2	(=) Net Profit (Loss)	(42.5)	(433.6)
-10.6%	0.2%	Net Margin	-2.2%	-11.1%


Exchange rate helps 3Q’09 exports	■	Following the consolidation of CCL, fuel distribution began to play a bigger role in Cosan’s revenue mix, contributing 58.5% of the 3Q’09 total. However, as in the previous quarter, the Real continued to depreciate against the U.S. dollar, which, in terms of sugar and ethanol production and sales, favored Cosan’s exports and, consequently, sugar sales, with a bigger emphasis on overseas shipments. As a result, sugar accounted for 21.1% of total sales, while ethanol produced and sold (excluding distributed) accounted for 14.2%. Lubricant distribution, another CCL contribution, accounted for 3.4% of net consolidated sales and other products and services for at least 2.8%.

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3Q'08	3Q'09	Sales Composition (R$MM)	TD'08	YTD'09
674.0	2,565.6	Net Operating Revenue	1,893.2	3,920.3
277.4	540.6	● Sugar Revenue - CAA	1,019.0	1,302.7
60.9	54.6	Local	183.9	169.7
216.6	486.0	Export	835.1	1,133.0
356.2	364.0	● Ethanol Revenue - CAA	718.9	838.5
270.0	268.0	Local	538.4	517.3
86.2	96.0	Export	180.5	321.2
40.3	60.7	● Other Revenue - CAA	155.3	178.7
37.3	55.4	Local	143.7	163.6
3.1	5.3	Export	11.6	15.2
1,463.9	1,500.2	● Fuels Revenue - CCL	1,463.9	1,500.2
91.3	114.3	Ethanol	91.3	114.3
670.8	672.4	Gasoline	670.8	672.4
533.2	568.2	Diesel	533.2	568.2
168.5	145.3	Other	168.5	145.3
80.1	88.2	● Lubes Revenue - CCL	80.1	88.2
12.5	12.0	● Other Revenue - CCL	12.5	12.0

Dollar prices and exchange rate push up average prices in R$ by more than 50%	■	The hefty 94.4% upturn in sugar revenue was fueled by the 28.6% year-on-year increase in sales volume to 808,800 tonnes, but chiefly benefited from the 51.6% jump in average prices, in turn due to the exchange rate used to convert exports to Reais. However, average export prices moved up strongly, from 11.00 ¢US$/lb in the 3Q’08, to 13.05 ¢US$/lb in the 3Q’09, dollar growth of 18.7%. In line with Cosan’s commercial policy, inventories closed the quarter at 967,000 tonnes, 11.8% higher than at the end of the 3Q’08.

3Q'08	3Q'09	Sugar Business	YTD'08	YTD'09
629.0	808.8	Volume Sold (thousand tons)	2,295.1	2,340.3
126.4	82.4	Local	360.9	278.8
502.7	726.4	Export	1,934.2	2,061.5
441	668	Average Unit Price (R$/ton)	444	557
482	663	Local	510	609
431	669	Export	432	550


High inter-harvest ethanol inventories	■	Prospects of high ethanol consumption and low inter-harvest inventories were crucial in the ”full tank” strategy, which reduced sales volume by 9.2% over the 3Q’08 to 438.1 million liters and raised end-of-period stocks to 719.4 million liters. However the volume reduction, which was part of the strategy, pushed average prices up by 12.45% year-on-year to R$831 per thousand liters. It is worth noting that, although ethanol imports from the U.S. and Europe fell in the 3Q’09, Cosan recorded ethanol exports of 90,500 m3 in the quarter, all of which from sales recorded in previous periods.

3Q'08	3Q'09	Ethanol Business	YTD'08	YTD'09
482.4	438.1	Volume Sold (million liters)	1,033.0	1,058.3
366.9	347.6	Local	783.8	685.5
115.5	90.5	Export	249.2	372.9
738	831	Average Unit Price (R$/thousand liters)	696	792
736	771	Local	687	755
746	1,060	Export	724	861

Electricity sales begin to impact revenue and EBITDA	■	Revenue from other CAA products and services moved up by 50.5% year-on-year, due to: (i) R$7.7 million in revenue from electricity sales, this time billed by the three operational units (Costa Pinto, Rafard and Gasa); (ii) revenue growth of R$6.2 million from the sale of around 273,000 tonnes of sugar to third parties, mostly from the Bonfim plant in the Araraquara region; (iii) a 20.7%, or R$2.4 million, increase in revenue from Da Barra products; and (iv) a 90.4% upturn in revenue from port services to R$7.4 million, also favored by the exchange rate, given that sugar loading prices are fixed in dollars.

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Revenue growth from fuel distribution led by increasing ethanol volumes

■

Although the 3Q’09 was the first quarter in which the Company consolidated CCL’s results, it opted to compare Cosan’s revenue, volume and prices in December/08 and January/09 in the 3Q’09 with those in December/07 and January/08 in the 3Q’08. In this comparison, volume moved up by 1.0% and average prices by 1.5%, resulting in a 2.5% increase in net fuel revenue. In segment terms, ethanol distribution sales volume climbed by 27.8%, or 28 million liters, thanks to increased demand from flex-fuel cars. Diesel volume fell by 5.1%, or 16 million liters, due to reduced sales to industry, transport firms and highway service stations, pulled down by the impact of the global financial crisis on economic activity. On the price front, it is worth noting the reduction in the price of ethanol acquired by CCL from the ethanol plants in the closing months of 2008, due to increased market supply of the product. As a result, CCL’s sale price fell in the same period, with an adverse impact on revenue. As for diesel, the 9.0% hike in refinery-gate prices in May/08 and the mandatory addition of between 1 and 3% of biodiesel to the product were entirely passed on to prices.

3Q'08	3Q'09	Fuel Business	YTD'08	YTD'09
855.8	864.4	Volume Sold (million liters)	855.8	864.4
99.8	127.6	Ethanol	99.8	127.6
310.4	308.9	Gasoline	310.4	308.9
318.4	302.2	Diesel	318.4	302.2
127.1	125.7	Other	127.1	125.7
1,711	1,736	Average Unit Price (R$/thousand liters)	1,711	1,736
915	896	Ethanol	915	896
2,161	2,176	Gasoline	2,161	2,176
1,675	1,880	Diesel	1,675	1,880
1,326	1,156	Other	1,326	1,156

■

Lubricant sales volume fell 19.2% year-on-year, or 3.7 million liters, 2.5 million of which in the distribution and gas station segment, partially due to the slowdown in industrial activity triggered by the financial crisis, and partially to the bringing forward of lubricant purchases by CCL’s main customers to October and November as a result of December’s change in control. Sales to the industrial segment declined by 1.1 million liters, largely for the same reasons. However, the average unit price climbed by 36.3%, chiefly thanks to the exchange-driven increase in base oil prices. As a result of these two factors, lubricant revenue moved up by 10.2%.

	3Q'08	3Q'09	Lubes Business	YTD'08	YTD'09
	19.1	15.5	Volume Sold (million liters)	19.1	15.5
	4,184	5,701	Average Unit Price (R$/thousand liters)	4,184	5,701

■	The cost of goods sold and services rendered by Cosan totaled R$2,187.6 million, pushed by the new fuel distribution business (CCL), which contributed 66.1% of the total.

	■	In terms of sugar and ethanol production and sales, COGS moved up by 13.8% due to the 7.2% upturn in sales volume, the 28.6% increase in sugar volume, the 9.2% reduction in ethanol sales volume and the 6.4% rise in the unit cost from R$390/t of sugar equivalent to R$415/t. Two factors were primarily responsible for the latter upturn. The first was the increase in the cost of cane acquired from third parties (priced by sucrose content or ATR), which climbed from R$0.2411/kg, in the 3Q08, to R$0.2696/kg, raising cane costs from R$45.47/t to 46.70/t, albeit still below the cost of Cosan’s own cane which remained flat at R$51/t. In addition, in this harvest the Company expanded the share of suppliers’ cane from 46% to 50%, reducing the impact on the average cane cost. The second factor was the 4.11% reduction in the quantity of the ATR, from 144.08 kg per tonne of cane in 2007/08 to 138.17kg/t in 2008/09. It is also worth remembering that processing costs not only lagged period inflation but actually

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		recorded a 1% reduction from R$ 10.93/t to R$10.83/t, thanks to the Company’s cost-cutting programs.

3Q'08	3Q'09	COGS per Product	YTD'08	YTD'09
(594.4)	(2,187.6)	Cost of Good Sold (R$MM)	(1,693.5)	(3,360.8)
(249.6)	(330.3)	Sugar	(913.1)	(970.0)
(306.0)	(303.7)	Ethanol	(660.8)	(735.8)
(38.8)	(42.6)	Other Products & Services - CA	(119.6)	(143.9)
(1,384.3)	(1,446.2)	Fuels	(1,384.3)	(1,446.2)
(48.1)	(64.9)	Lubes	(48.1)	(64.9)
		Average Unit Cost (R$)
397	408	Unit COGS of Sugar (R$/ton)	398	414
634	693	Unit COGS of Ethanol (R$/thousand liter)	640	695
1,618	1,673	Unit COGS of Fuels (R$/thousand liters)	1,618	1,673
2,515	4,194	Unit COGS of Lubes (R$/thousand liters)	2,515	4,194

	■	In the 3Q’09, sugar recorded the biggest gross margin (38.9%), equivalent to R$260 per tonne of sugar sold. It is worth remembering, however, that this product, when exported, incurs selling expenses consisting of highway freight charges to Santos as well as port loading expenses, unlike ethanol sales which largely take place in the plants themselves and incur no such expenses. Fuel and lubricant gross margins narrowed, chiefly due to reduced demand for diesel and the impact of the higher base oil prices on lubricant sales. On the other hand, despite the reductions in producers’ margins, final consumer ethanol prices remained at levels that permitted a wider distribution margin.

3Q'08	3Q'09	Gross Margin per Product	YTD'08	YTD'09
		Unitary Gross Margin
44	260	Sugar (R$/ton)	46	142
104	138	Ethanol (R$/thousand liters)	56	97
93	62	Fuels (R$/thousand liters)	93	62
1,669	1,507	Lubes (R$/thousand liters)	1,669	1,507
		Gross Margin %
10.0%	38.9%	Sugar	10.4%	25.5%
14.1%	16.6%	Ethanol	8.1%	12.3%
5.4%	3.6%	Fuels	5.4%	3.6%
39.9%	26.4%	Lubes	39.9%	26.4%

Selling expenses move up over the previous quarter, due to higher sugar exports and the need to hire external warehousing facilities	■	CAA’s selling expenses increased by 25.1% over the 3Q’08 to R$91.8 million, thanks to the 28.6% upturn in sugar sales volume, especially exports, which climbed by 44.5%. The greater need for product storage this harvest, given the Company’s strategy of concentrating sales at the end of the fiscal year, led to the hiring of space in third-party storage facilities, generating additional expenses of R$4.1 million. Ethanol export freight expenses moved up from R$50/m³, in the 3Q’08, to R$61/m³, due to the alteration in the export plant mix, with a bigger share of the plants more distant from Santos (Araçatuba region). In addition ethanol loading expenses climbed by R$25/m³ due to the 3Q’09 exchange rate.

3Q'08	3Q'09	Selling Expenses	YTD'08	YTD'09
(73.4)	(156.8)	Selling Expenses (R$MM)	(226.5)	(331.1)
(73.4)	(91.8)	CAA	(226.5)	(266.1)
-	(65.0)	CCL	-	(65.0)

	■	G&A expenses totaled R$72.3 million, 44.9% up on the R$49.9 million recorded in the 3Q’08, mainly due, in addition to the absorption of CCL, to the creation of new business lines, including the Benalcool and Jataí industrial units, which involved expenses of around R$9.6 million. In addition, consulting services related to the integration of CCL generated expenses of R$3.7 million.

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	■	Given the extended length of the harvest this year, Cosan incurred extra expenses related to social assistance for its agricultural and industrial harvest workers that were not incurred in the 3Q’08, in addition to the expenses (commented on in the 2Q’09 earnings release) from the hiring of the entire cane-cutting workforce directly by Cosan under the CLT (registered salary) system, thereby cutting out sub-contractors.

3Q'08	3Q'09	General & Administrative Expenses	YTD'08	YTD'09
(49.9)	(72.3)	G&A Expenses (R$MM)	(152.5)	(197.6)
(49.9)	(67.3)	CAA	(152.5)	(192.7)
-	(4.9)	CCL	-	(4.9)

	■	Other operating expenses amounted to R$14.4 million, mainly comprising net reversals of R$5.5 million in provisions for tax contingencies and R$ 4,5 million in storage, dispatch and take-or-pay revenue from port and logistics operations relative to performance premiums in sugar loading services and compensation for unshipped contracted volumes.

EBITDAH of R$359.5 million is the best quarterly result in Cosan’s history	■	Given these operating results, adjusted for depreciation and amortization, Cosan recorded 3Q’09 EBITDA of R$ 234.5 million, a vigorous turn-around in relation to the near-break-even figure in the 3Q’08. This figure included R$25.7 million, or 11.5% of the total, from CCL. In addition, if we consider financial results from derivative hedge instruments, EBITDAH reached R$359.5 million, 280.8% up year-on-year and an all-time Company record.

3Q'08	3Q'09	EBITDA & EBITDAH	YTD'08	YTD'09
1.3	234.5	EBITDA (R$MM)	126.7	435.5
0.2%	9.1%	Margin	6.7%	11.1%
1.3	208.8	● CAA	126.7	409.8
0.2%	21.6%	Margin	6.7%	17.7%
-	25.7	● CCL	-	25.7
0.0%	1.6%	Margin	0.0%	1.6%
94.4	359.5	EBITDAH (R$MM)	370.5	608.7
12.3%	13.4%	Margin	17.3%	14.9%
94.4	333.7	● CAA	370.5	583.0
12.3%	30.6%	Margin	17.3%	23.4%
-	25.7	● CCL	-	25.7
0.0%	1.6%	Margin	0.0%	1.6%

	■	However, it is worth remembering that Cosan’s quarterly EBITDA considers the period’s operating revenue, costs and expenses before period depreciation booked under production costs and not depreciation booked under COGS. Thus in inter-harvest quarters when production is low, such as the 3Q’09, reported EBITDA is lower than effective operational cash flow. If EBITDA were disclosed considering depreciation under COGS, the EBITDA margin would be around 5 percentage points higher. In the coming fiscal year, with the adoption of international accounting practices (IFRS), Cosan will begin reporting EBITDA and depreciation relative to period sales and not production.

Exchange variation impacts quarter’s financial result	■	Net financial expenses moved up strongly over the 3Q’08 to R$159.2 million, chiefly due to the R$179.0 million impact of the exchange variation on dollar-denominated debt, reflecting the hefty devaluation of the Real against the U.S. currency. However, this had no cash effect, since it was calculated on the principal of the long-term/perpetual debt. Nevertheless, there was also a big increase in cash-based charges on Cosan’s gross debt, caused by the upturn in the debt itself, due to the recent acquisition of CCL, and the increase in the value in Reais of interest on the dollar debt.

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3Q'08	3Q'09	Financial Expenses, Net (R$MM)	YTD'08	YTD'09
(38.6)	(95.2)	Interest on Financial Debt	(149.1)	(176.2)
13.7	19.4	Financial Investments Income	57.8	55.0
(24.9)	(75.8)	(=) Sub-total: Interest on Net Financial Debt	(91.3)	(121.2)
(56.3)	(28.5)	Other interest and monetary variation	(77.2)	(95.5)
(14.2)	(179.0)	Exchange Variation	260.3	(578.9)
93.2	125.0	Gains (losses) with Derivatives	243.8	173.1
(16.2)	(0.9)	CPMF Taxes, Banking Fees and Other	(40.3)	(1.6)
(1.2)	-	Premium Paid in Bond Tender Offer	(31.4)	-
7.8	-	Interest on Indemnity from Government	19.3	-
(11.9)	(159.2)	(=) Net Financial Expenses	283.3	(624.0)

	■	As in the 3Q’08, derivative transactions played an important role in the quarterly results, restoring the prices of products sold and the export exchange rate to levels fixed in previous periods. Commodity derivatives generated gains of R$26.3 million, versus gains of R$8.3 million in the 3Q’08, while FX derivatives generated gains of R$98.7 million, against gains of R$84.8 million in the 3Q’08.
	■	At the close of the 3Q’09, Cosan had 651,500 tonnes of VHP sugar tied to the NY11, hedged at an average price of 13.12 ¢US$/lb, a position which, marked to market, has an estimated market value of R$8.9 million, and 15,000 tonnes of refined sugar tied to the LND05, hedged at an average price of US$315.21/t, which, marked to market, has an estimated negative market value of R$2.0 million. Cosan also had US$539.4 million hedged at an average exchange rate of R$2.03/US$ with an estimated negative market value of R$174.4 million. The market values of the derivative positions at the end of the 3Q’09 did not affect the quarterly results.


Beginning of goodwill amortization from the acquisition of CCL increases non-cash expenses by R$24.8 million	■	Expenses from goodwill amortizations increased by 35.1% to R$65.2 million. Of this total, R$24.8 million refers to two months of amortizations of the goodwill from the acquisition of CCL, totaling R$1,488.2 million, corresponding to the difference between R$1,683.7 million, the price paid to acquire 100% of the shares, and R$195.5 million, the value of CCL’s shareholders’ equity on November 30, 2008. This goodwill will be amortized over 10 years.

	■	The non-operating result of R$105.9 million included capital gains of R$109.5 million from the sale of 18,230 hectares of land Cosan owned through Agrícola Ponte Alta to Radar for R$286.3 million, equivalent to R$15.703/hectare.

Cosan records net income of R$5.2 million, reversing the 3Q’08 loss of R$71.4 million	■	After deducting all expenses, including R$179.0 million (non-cash) from the exchange variation and R$65.2 million (also non-cash) from the amortization of goodwill, and thanks to record EBITDAH of R$359.5 million, Cosan converted a net loss of R$71.4 million in the 3Q’08 into net income of R$5.2 million in the 3Q’09.

	C. Financial Situation

	■	The Company closed the 3Q’09 with gross financial debt of R$4,210.7 million, substantially higher than the R$1,743.8 million reported at the end of the 3Q’08, chiefly due to the November 20, 2008 promissory notes issue and BNDES funding and the consolidation of CCL’s existing pre-acquisition floating rate notes. In addition, the exchange rate of R$2.3162/US$ pushed up the value in Reais of dollar-denominated debt considerably.

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Debt per Type (R$MM)	3 Q’08	%	3 Q’09	%	Var.
Perpetual Notes	807.7	46.3	1,062.8	25.2	255.1
Senior Notes 2017	704.0	40.4	926.5	22.0	222.5
FRN 2017	-	-	407.8	9.7	407.8
Senior Notes 2009	64.8	3.7	85.1	2.0	20.3
IFC	100.3	5.8	112.5	2.7	12.2
FX Advances	-	-	176.6	4.2	176.6
Pre-Export Contracts	15.1	0.9	-	-	(15.1)
Promissory Notes	-	-	1,135.7	27.0	1,135.7
BNDES	-	-	222.6	5.3	222.6
Finame (BNDES)	11.3	0.6	29.8	0.7	18.5
Working Capital	40.6	2.3	25.6	0.6	(15.0)
Overdraft	-	-	25.7	0.6	25.7
Gross Debt	1,743.8	100.0	4,210.7	100.0	2,466.9
Cash & Marketable Securities	1,448.2	83.0	689.7	16.4	(758.5)
Net Debt	295.6	17.0	3,521.1	83.6	3,225.5

	■	With cash and cash equivalents of R$ 689.7 million (excluding the US$200 million in cash held by the controlling shareholder Cosan Ltd.), net debt closed the 3Q’09 at R$3,521.1 million, equivalent to 4.2 times EBITDAH in the 12 months ended January 31, 2009 (including CCL’s LTM results). However, maintaining the focus on the debt profile and term, and given that most debt is due in the long term (2017) or perpetual, net debt due in up to 5 years is only 1.3 times LTM EBITDA. Thus the 35:65 short-term/long-term ratio and the group’s cash reserves put Cosan in a comfortable liquidity position.

Debt Profile (R$MM)	3 Q’08	%	3 Q’09	%	Var.
Total Debt	1,743.8	100.0	4,210.7	100.0	2,466.9
Short-Term	80.2	4.6	1,477.8	35.1	1,397.6
Long-Term	1,663.6	95.4	2,733.0	64.9	1,069.4
Real - R$	51.9	3.0	1,439.5	34.2	1,387.6
Dollar – US$	1,691.9	97.0	2,771.2	65.8	1,079.3


	D. Investments

	■	Cosan’s third-quarter investments totaled R$1,966.1 million, most of which went to the acquisition of CCL. Capex (investments in fixed assets) totaled R$ 426.9 million, R$157.2 million of which comprising operating investments, i.e. in maintaining the cane plantations and processing plants, as well as various projects to improve existing assets.

3 Q'08	3 Q'09	Capex (R$MM)	YTD'08	YTD'09
71.3	17.4	● Sugar Cane Planting Costs	177.1	96.9
37.4	45.4	● Inter-harvest Maintenance Costs	41.0	60.2
46.4	103.5	● Co-generation Projects	100.4	272.4
26.7	166.3	● Greenfield	32.5	347.9
88.9	89.6	● Projects CAA	226.9	202.8
-	4.8	● Projects CCL	-	4.8
0.4	1,533.7	● Investments & Goodwill	4.6	1,595.9
0.2	5.5	● Deferred Charges	0.8	26.6
271.4	1,966.1	(=) Investment Cash Flow	583.3	2,607.4
270.8	426.9	(=) Capex	577.9	984.9
197.6	157.2	(=) Operating Capex	445.0	364.7


	■	The 20.5% reduction in operating capex over the 3Q’08 was led by planting expenses. Throughout the 3Q’09, Cosan maintained its declared intention of reducing renewed planting area in order to minimize the impact of surplus sugar supply on installed industrial capacity. On the other hand, inter-harvest industrial maintenance expenses moved up 21.4% year-on-year due to the speeding up of

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		maintenance procedures in order to equip the plants for the earlier-than-usual beginning of the next harvest in the coming fiscal year.

	■	Other important investments included: (i) R$36.8 million in the acquisition of mechanized harvesting equipment; and (ii) R$2.0 million in the construction of pipelines to carry vignasse to the plantations for environmental reasons and to reduce dependence on fertilizers. On the industrial side, R$20.6 million was divided among 133 projects, many of which can only take place in the off season, notably: (i) R$3.6 million in the continuous fermentation project and the heat exchangers in Bonfim, aiming to increase industrial and electrical efficiency; and (ii) R$2.4 million to replace the gas purification systems in Barra’s operational boilers.

The Jataí greenfield, project moves ahead at an accelerated pace, in preparation for beginning crushing operations in 2009	■	As for expansion capex, the main expenditure was on the Jataí greenfield project, which absorbed R$ 166.3 million, 36.9% of total capex, most of which went to the electrical installations, distillery and other high-value components. It is worth remembering that cane harvesting in Jataí will be 100% mechanized, thereby avoiding burning in line with Cosan’s environmental preservation policy.

	■	Co-generation investments totaled R$103.5 million, most of which went to the Gasa and Bonfim units, which absorbed R$ 29.8 million and R$35.5 million, respectively, and are scheduled for start-up in 2010. Cosan is finalizing the Costa Pinto, Rafard and Gasa projects and has already begun planning investments in Diamante and Univalem, all of which already have energy sale contracts.

	■	Finally, period investments not related to capex comprised: (i) the acquisition of CCL for R$1,683.7 million (actual expenditure of R$1,451.5 million after deducting CCL’s shareholders’ equity and cash position); (ii) R$82.2 million, equivalent to US$35.0 million, related to the second tranche of the capital transfer to Radar; (iii) pre-operating expenses of R$5.5 million in Cosan Centro-Oeste (Jataí project) and Cosan Bioenergia (co-generation project).

	E. Material Facts

	■	On January 27, 2009, Cosan announced that the Brazilian Securities and Exchange Commission (CVM) had approved the admission of the Company’s subscription warrants for trading on the stock market. These warrants constituted an additional benefit to the subscribers of each new share resulting from the Cosan S.A. capital increase which was concluded on November 10, 2008. The subscription warrants can be traded as independent securities under the ticker CSAN11 on the São Paulo Stock Exchange (BM&F Bovespa S.A. Bolsa de Valores) and may be exercised at any time until December 31, 2009.

	■	In March 2009, Rumo Logística S.A. entered into an agreement with ALL for the rail transportation of bulk sugar and other sugarcane by-products. The agreement envisages investments of approximately R$ 1.2 billion by Rumo, which will be raised in such a way as not to increase the group’s debt. The funds will be allocated as follows: (i) R$535 million to duplicating, expanding and improving the track and yards of the Bauru-Santos/SP rail corridor; (ii) R$ 435 million to the acquisition of locomotives and railcars; and (iii) R$ 206 million to the construction and expansion of terminals. In return, ALL will guarantee (i) a minimum transport volume curve, reaching 1.09 million tonnes per month as of the 4th year; (ii) competitive tariffs in comparison with road transport; (iii) management of the works and indication of rolling stock suppliers; and (iv) payment of rent on equipment in proportion to the volume of merchandise transported. These investments will permit the transportation of around 9 million tonnes per year to the Port of Santos if the contractual conditions are implemented.

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	F. Guidance for the FY’09

	■	This section presents guidance by range of variation for the same key parameters for the company, including non-relevant variations below 5%, medium variations of up to 15%, material variations of up to 30% and significant variations of over 30%. In addition, other statements within this letter may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 as well as amendments to same. Such forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are subject to various risks, uncertainties and factors related to the market and operations of Cosan and its subsidiaries that may cause the actual results of the Company to be significantly different from any future results expressed or implied by such predictions. Although Cosan believes that the expectations and assumptions reflected in the forward-looking statements are fair, based on information currently available to its management, it cannot guarantee future results or events. Cosan also expressly disclaims any responsibility for updating any of the forward-looking statements.

	■	Guidance has not been updated this quarter and comprises CAA’s 12-month figures. Guidance including CCL’s operations will only be disclosed at the end of the next quarter.

Guidance	2007FY	2008FY	2009FY	Changes from previous guidance
FX Rate - EoP (R$:US$)	2.0339	1.6872	▲▲▲
Crushed Cane Volume (thousand tons)	36,157	40,315	▲
Sugar Volume Sold (thousand tons)	3,241	3,147	▲
Ethanol Volume Sold (million liters)	1,322	1,568	▲
Avg. Sugar Price (R$/ton)	683	454	▲▲▲
Avg Ethanol Price (R$/thousand liter)	897	714	▲▲
Revenues (R$MM)	3,605	2,736	▲▲▲
COGS (R$MM)	2,481	2,387	▲▲
EBITDA (R$MM)	928	173	▲▲▲
EBITDAH (R$MM)	854	398	▲▲▲
Net Profit/Loss (R$MM)	357	(48)	▼▼▼
Operating Capex (R$MM)	684	1,051	▲

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G. Financial Statements of Cosan S.A. – BR GAAP

Income Statement	Apr'06		Apr'07		Apr'08		Apr'07		Jul'07		Oct'07		Jan'08		Apr'08		Jul'08		Oct'08		Jan'09
(In million of reais)	FY'06		FY'07		FY'08		4Q'07		1Q'08		2Q'08		3Q'08		4Q'08		1Q'09		2Q'09		3Q'09
Gross Operating Revenue	2,702.4		3,902.9		2,978.6		755.4		636.4		678.3		747.5		916.4		692.7		760.1		2,746.4
(-) Sales Taxes and Deductions	(224.5	)	(297.8	)	(242.5	)	(73.3	)	(44.7	)	(50.8	)	(73.5	)	(73.4	)	(53.1	)	(45.0	)	(180.7	)
(=) Net Operating Revenue	2,477.9		3,605.1		2,736.2		682.1		591.7		627.5		674.0		843.0		639.6		715.1		2,565.6
(-) Cost of Goods Sold and Services Rendered	(1,721.3	)	(2,481.1	)	(2,387.1	)	(511.8	)	(548.0	)	(551.1	)	(594.4	)	(693.6	)	(626.0	)	(547.1	)	(2,187.6	)
(=) Gross Profit	756.6		1,123.9		349.0		170.3		43.7		76.4		79.6		149.4		13.6		167.9		378.0
Margin	30.5	%	31.2	%	12.8	%	25.0	%	7.4	%	12.2	%	11.8	%	17.7	%	2.1	%	23.5	%	14.7	%
(-) Operating Income (Expenses):	(819.1	)	(558.6	)	(428.0	)	98.9		(24.6	)	(51.8	)	(186.1	)	(165.5	)	(99.4	)	(760.9	)	(425.5	)
(-) Selling	(217.1	)	(282.0	)	(301.3	)	(75.2	)	(61.1	)	(91.9	)	(73.4	)	(74.9	)	(85.7	)	(88.6	)	(156.8	)
(-) General and Administrative	(150.0	)	(246.2	)	(210.2	)	(97.7	)	(57.0	)	(45.5	)	(49.9	)	(57.7	)	(59.7	)	(65.7	)	(72.3	)
(-) Financial Income (Expenses), Net	(245.2	)	158.0		284.3		333.6		150.8		144.3		(11.9	)	1.0		86.9		(551.8	)	(159.2	)
(±) Earnings (Losses) on Equity Investments	0.6		(0.1	)	6.6		(0.5	)	0.1		0.0		0.1		6.4		0.2		(0.3	)	13.6
(-) Goodwill Amortization	(142.8	)	(223.7	)	(201.4	)	(55.9	)	(56.0	)	(56.6	)	(48.2	)	(40.6	)	(40.4	)	(40.4	)	(65.2	)
(±) Other Operating Income (Expenses), Net	(11.8	)	35.3		(6.0	)	(5.4	)	(1.5	)	(2.0	)	(2.7	)	0.3		(0.6	)	(14.2	)	14.4
(-) Expenses with Placement of Shares	(52.8	)	-		-		-		-		-		-		-		-		-		-
(=) Operating Income (Loss)	(62.5	)	565.3		(79.0	)	269.1		19.1		24.6		(106.6	)	(16.1	)	(85.8	)	(593.0	)	(47.4	)
Margin	-2.5	%	15.7	%	-2.9	%	39.5	%	3.2	%	3.9	%	-15.8	%	-1.9	%	-13.4	%	-82.9	%	-1.8	%
(±) Non-operating Result, Net	(1.0	)	2.0		10.0		0.4		3.0		2.3		1.1		3.7		4.5		6.2		105.9
(=) Income (Loss) before Taxes	(63.5	)	567.3		(69.0	)	269.5		22.1		26.9		(105.5	)	(12.4	)	(81.3	)	(586.7	)	58.5
(±) Income and Social Contribution Taxes	5.8		(203.9	)	18.7		(102.5	)	(9.0	)	(12.3	)	33.5		6.6		22.4		205.9		(53.3	)
(±) Minority Interest	(6.9	)	(6.2	)	2.5		(2.3	)	0.6		0.7		0.6		0.5		0.8		0.1		0.0
(=) Net Income (Loss) for the Year	(64.6	)	357.3		(47.8	)	164.7		13.7		15.2		(71.4	)	(5.3	)	(58.1	)	(380.7	)	5.2
Margin	-2.6	%	9.9	%	-1.7	%	24.2	%	2.3	%	2.4	%	-10.6	%	-0.6	%	-9.1	%	-53.2	%	0.2	%
● EBITDA	517.7		928.0		172.9		128.4		49.5		75.9		1.3		46.2		24.7		176.3		234.5
Margin	20.9	%	25.7	%	6.3	%	18.8	%	8.4	%	12.1	%	0.2	%	5.5	%	3.9	%	24.7	%	9.1	%
● EBITDAH (Ebitda adjusted by Hedge)	308.6		853.7		397.8		136.4		133.3		142.7		94.4		27.3		69.9		179.3		359.5
Margin	13.6	%	24.2	%	13.4	%	19.8	%	19.7	%	20.6	%	12.3	%	3.3	%	10.2	%	25.0	%	13.4	%
● Depreciation & Amortization	139.9		297.0		341.3		136.5		125.4		139.0		47.8		29.1		157.2		176.8		71.1

Cash Flow Statement	Apr'06		Apr'07		Apr'08		Apr'07		Jul'07		Oct'07		Jan'08		Apr'08		Jul'08		Oct'08		Jan'09
(In millions of reais)	FY'06		FY'07		FY'08		4Q'07		1Q'08		2Q'08		3Q'08		4Q'08		1Q'09		2Q'09		3Q'09
Net Income (Loss) for the Year	(64.6	)	357.3		(47.8	)	164.7		13.7		15.2		(71.4	)	(5.3	)	(58.1	)	(380.7	)	5.2
Non-cash Adjustments:
Earnings (Losses) from Equity Investments	(0.6	)	0.1		(6.6	)	0.5		(0.1	)	(0.0	)	(0.1	)	(6.4	)	(0.2	)	0.3		(13.6	)
Depreciation & Amortization	139.9		297.0		341.3		136.5		125.4		139.0		47.8		29.1		157.2		176.8		71.1
Residual Value of Permanent Assets Disposals	6.7		8.4		11.0		3.8		2.6		4.2		0.1		4.1		2.8		2.8		3.0
Goodwill Amortization	142.8		223.7		201.4		55.9		56.0		56.6		48.2		40.6		40.4		40.4		65.2
Accrued Financial Expenses	48.7		(190.6	)	(116.0	)	(344.9	)	(103.0	)	(63.2	)	87.5		(37.2	)	(26.2	)	572.0		297.8
Other Non-cash Items	(25.6	)	119.7		(52.7	)	117.0		(9.9	)	(17.0	)	(17.6	)	(8.2	)	(24.5	)	(170.6	)	49.3
(=) Adjusted Net Profit (Loss)	247.4		815.5		330.7		133.5		84.5		134.8		94.5		16.8		91.4		241.0		478.0
(±) Variation on Assets and Liabilities	(314.8	)	(148.0	)	(349.8	)	321.5		(224.7	)	(306.6	)	(152.6	)	334.1		(137.2	)	(391.3	)	(140.7	)
(=) Cash Flow from Operating Activities	(67.4	)	667.5		(19.2	)	455.1		(140.2	)	(171.8	)	(58.1	)	350.9		(45.8	)	(150.3	)	337.3
Marketable Securities	(766.6	)	197.2		(361.8	)	(269.6	)	338.7		230.9		(1,326.0	)	394.6		400.8		(600.6	)	681.0
Goodwill Paid in Equity Investment Acquisitions	(536.1	)	(3.7	)	-		-		(1.8	)	(0.3	)	(0.4	)	2.5		3.0		(0.7	)	(1,451.5	)
Acquisition of Investments	-		(80.0	)	(169.6	)	(80.0	)	(2.1	)	-		(0.0	)	(167.5	)	(3.8	)	(60.7	)	(82.2	)
Acquisition of Property, Plant and Equipment	(208.9	)	(683.5	)	(1,050.5	)	(365.1	)	(170.3	)	(136.8	)	(270.8	)	(472.6	)	(253.3	)	(304.6	)	(426.9	)
Additions to Deferred Charges and Other	0.2		(0.6	)	(2.6	)	(0.4	)	(0.1	)	(0.4	)	(0.2	)	(1.8	)	(11.5	)	(9.7	)	(5.5	)
(=) Cash Flow from Investment Activities	(1,511.4	)	(570.7	)	(1,584.5	)	(715.1	)	164.3		93.4		(1,597.4	)	(244.8	)	135.2		(976.3	)	(1,285.1	)
Additions of Debt	1,878.8		854.7		198.3		(47.0	)	1.9		8.8		213.0		(25.5	)	3.0		315.8		1,196.4
Payments of Principal and Interest on Debt	(1,159.9	)	(375.6	)	(839.4	)	(25.9	)	(97.7	)	(370.0	)	(319.6	)	(52.2	)	(67.8	)	(26.7	)	(148.3	)
Capital Increase	885.8		6.9		1,742.6		-		-		-		1,742.6		-		-		880.0		-
Treasury Stock	-		-		-		-		-		-		-		-		-		(4.2	)	-
Capital Increase at subsidiaries	-		-		-		-		-		-		-		-		-		3.5		-
Dividends	-		-		(75.8	)	-		-		-		-		(75.8	)	-		-		-
Other	-		-		-		-		6.8		(4.4	)	-		(2.4	)	-		-		(5.9	)
(=) Cash Flows from Financing Activities	1,604.6		486.0		1,025.7		(72.9	)	(88.9	)	(365.5	)	1,636.0		(155.9	)	(64.8	)	1,168.4		1,042.2
(=) Total Cash Flow	25.8		582.8		(578.0	)	(333.0	)	(64.8	)	(443.9	)	(19.4	)	(49.8	)	24.6		41.8		94.4
(+) Cash & Equivalents, Beginning	35.2		61.0		643.8		976.8		643.8		579.0		135.1		115.7		65.8		90.4		132.2
(=) Cash & Equivalents, Closing	61.0		643.8		65.8		643.8		579.0		135.1		115.7		65.8		90.4		132.2		226.6

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March, 2009 Cosan | Renewable Energy for a Better World

Balance Sheet	Apr'06		Apr'07	Apr'08	Apr'07	Jul'07	Oct'07	Jan'08		Apr'08	Jul'08		Oct'08		Jan'09
(In million of reais)	FY'06		FY'07	FY'08	4Q'07	1Q'08	2Q'08	3Q'08		4Q'08	1Q'09		2Q'09		3Q'09
Cash and Cash Equivalents	61.0		643.8	65.8	643.8	579.0	135.1	115.7		65.8	90.4		132.2		226.6
Marketable Securities	770.5		573.3	944.2	573.3	237.4	6.5	1,332.5		944.2	543.5		1,144.1		463.1
Derivative Financial Instruments	288.6		37.6	86.5	37.6	94.0	3.6	67.3		86.5	88.4		8.8		17.9
Trade Accounts Receivable	212.6		112.3	215.2	112.3	140.4	107.3	105.4		215.2	115.5		215.9		459.0
Inventories	390.8		503.4	570.5	503.4	790.2	1,194.8	1,019.7		570.5	905.6		1,439.9		1,643.7
Advances to Suppliers	132.7		211.4	226.1	211.4	308.6	304.5	243.1		226.1	252.3		287.0		239.9
Related Parties	0.0		-	16.3	-	-	-	-		16.3	1.1		28.4		35.8
Deferred Income and Social Contribution Taxes	41.4		38.1	-	38.1	26.9	24.2	26.0		-	-		-		-
Recoverable Taxes	63.4		54.0	129.8	54.0	57.9	33.8	50.4		129.8	121.3		160.6		240.7
Other Assets	52.4		50.9	29.0	50.9	36.4	41.2	29.3		29.0	21.9		37.1		82.3
Current Assets	2,013.4		2,224.7	2,283.6	2,224.7	2,270.8	1,851.1	2,989.4		2,283.6	2,140.0		3,453.9		3,409.0
Accounts Receivable from Federal Government	-		318.4	342.2	318.4	318.4	331.4	339.2		342.2	342.2		342.2		342.2
CTN's-Restricted Brazilian Treasury Bills	104.9		123.3	151.7	123.3	127.8	135.9	144.9		151.7	164.8		170.9		175.5
Deferred Income and Social Contribution Taxes	361.8		242.5	357.0	242.5	261.6	277.1	297.9		357.0	386.7		567.8		665.0
Advances to Suppliers	-		-	77.3	-	-	-	44.5		77.3	88.2		93.6		125.3
Other Assets	99.5		112.4	124.3	112.4	108.1	105.8	107.2		124.3	124.1		124.0		159.1
Investments	13.4		93.2	120.3	93.2	13.8	13.9	14.0		120.3	124.2		184.7		280.5
Property, Plant and Equipment	1,656.4		2,013.1	2,771.4	2,013.1	2,076.7	2,070.3	2,293.3		2,771.4	2,864.7		2,993.1		3,365.0
Goodwill	1,353.0		1,133.2	1,160.7	1,133.2	1,146.6	1,090.2	1,042.4		1,160.7	1,115.6		1,074.5		2,493.8
Deferred Charges	2.3		2.6	4.9	2.6	3.2	3.6	3.7		4.9	18.0		27.7		24.0
Noncurrent Assets	3,591.3		4,038.6	5,109.9	4,038.6	4,056.2	4,028.1	4,287.1		5,109.9	5,228.5		5,578.5		7,630.4
(=) Total Assets	5,604.8		6,263.4	7,393.5	6,263.4	6,327.0	5,879.2	7,276.4		7,393.5	7,368.5		9,032.4		11,039.4
Loans and Financings	68.8		89.0	83.3	89.0	116.5	105.1	74.9		83.3	66.4		301.7		1,484.7
Derivatives Financial Instruments	65.4		35.5	41.9	35.5	48.0	31.2	20.5		41.9	13.1		105.3		49.5
Trade Accounts Payable	201.7		113.8	191.0	113.8	315.2	373.3	196.3		191.0	331.6		489.9		518.2
Salaries Payable	49.7		63.3	80.7	63.3	91.7	113.4	51.7		80.7	119.0		143.0		77.7
Taxes and Social Contributions Payable	111.1		126.2	116.1	126.2	131.5	101.0	93.3		116.1	115.0		109.7		163.2
Advances from Customers	79.2		49.4	26.3	49.4	41.0	28.7	30.0		26.3	25.5		32.1		33.1
Promissory Notes	55.8		1.3	-	1.3	1.3	-	-		-	-		-		-
Related Parties	0.1		0.7	-	0.7	-	-	-		-	-		-		2.5
Deferred Income and Social Contribution Taxes	5.5		5.5	5.5	5.5	5.5	5.5	5.5		5.5	5.5		5.5		5.5
Other Liabilities	32.8		107.2	32.9	107.2	87.3	12.3	8.3		32.9	17.5		25.2		23.9
Current Liabilities	670.0		591.7	577.7	591.7	838.1	770.5	480.5		577.7	693.4		1,212.3		2,358.2
Loans and Financing	2,002.7		2,770.4	2,136.2	2,770.4	2,591.1	2,178.8	2,196.8		2,136.2	2,047.9		2,679.3		2,904.5
Taxes and Social Contributions Payable	446.9		338.5	359.3	338.5	336.5	345.0	340.1		359.3	351.5		346.1		336.0
Promissory Notes	12.7		-	-	-	-	-	-		-	-		-		-
Provision for Contingencies	907.4		728.0	832.4	728.0	741.0	757.5	775.3		832.4	849.8		873.1		1,114.1
Advances from Customers	86.9		49.5	-	49.5	15.6	14.5	-		-	-		-		-
Deferred Taxes on Revaluation Reserves	40.8		33.4	27.6	33.4	30.9	28.3	27.4		27.6	24.5		21.9		19.7
Related Parties	1.4		-	-	-	-	-	-		-	-		-		405.3
Pension Fund	-		-	-	-	-	-	-		-	-		-		58.5
Other Liabilities	66.5		100.6	116.8	100.6	109.6	105.9	107.0		116.8	116.8		116.5		115.0
Noncurrent Liabilities	3,565.4		4,020.4	3,472.3	4,020.4	3,824.7	3,429.9	3,446.7		3,472.3	3,390.5		4,037.0		4,953.1
Minority Shareholders' Interest	14.0		20.2	17.7	20.2	19.6	18.9	18.2		17.7	17.0		20.3		31.5
Capital	1,185.8		1,192.7	2,935.3	1,192.7	1,192.7	1,192.7	2,935.3		2,935.3	2,935.3		3,815.3		3,815.3
Profits Reserve	-		227.3	180.2	227.3	227.3	227.3	227.3		180.2	180.2		180.2		180.2
Legal Reserve	-		16.0	16.0	16.0	16.0	16.0	16.0		16.0	16.0		16.0		16.0
Stock in Treasury	-		-	-	-	-	-	-		-	-		(4.2	)	(4.2	)
Revaluation Reserves	195.9		195.0	194.4	195.0	194.7	194.5	194.4		194.4	194.2		193.8		93.2
Accumulated losses	(26.2	)	-	-	-	13.9	29.4	(41.9	)	-	(57.9	)	(438.2	)	(403.9	)
Shareholders' Equity	1,355.4		1,631.0	3,325.8	1,631.0	1,644.7	1,659.9	3,331.1		3,325.8	3,267.7		3,762.8		3,696.6
(=) Total Liabilities & Shareholders' Equity	5,604.8		6,263.4	7,393.5	6,263.4	6,327.0	5,879.2	7,276.4		7,393.5	7,368.5		9,032.4		11,039.4

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March, 2009 Cosan | Renewable Energy for a Better World

Credit Statistics (LTM)	Apr'06		Apr'07		Apr'08		Apr'07		Jul'07		Oct'07		Jan'08		Apr'08		Jul'08		Oct'08		Jan'09
(In million of reais)	FY'06		FY'07		FY'08		4Q'07		1Q'08		2Q'08		3Q'08		4Q'08		1Q'09		2Q'09		3Q'09
Net Operating Revenues	2,477.9		3,605.1		2,736.2		3,605.1		3,252.7		2,872.1		2,575.2		2,736.2		2,784.1		2,871.6		4,763.3
● Gross Profit	756.6		1,123.9		349.0		1,123.9		799.5		580.9		369.9		349.0		318.9		410.5		708.9
● EBITDA	517.7		928.0		172.9		928.0		648.5		451.8		255.1		172.9		148.1		248.5		481.8
● EBIT	377.8		631.1		(168.4	)	631.1		296.4		20.3		(193.6	)	(168.4	)	(225.1	)	(162.5	)	47.4
● Encargos Financeiros da Dívida Líquida	83.4		127.8		106.2		127.8		133.3		139.4		126.2		106.2		91.9		85.2		136.1
● Net Profit	(64.6	)	357.3		(47.8	)	357.3		365.6		257.0		122.2		(47.8	)	(119.6	)	(515.5	)	(438.9	)
Liquid Funds	831.5		1,217.1		1,010.1		1,217.1		816.4		141.6		1,448.2		1,010.1		633.9		1,276.3		689.7
● Cash and Cash Equivalents	61.0		643.8		65.8		643.8		579.0		135.1		115.7		65.8		90.4		132.2		226.6
● Marketable Securities	770.5		573.3		944.2		573.3		237.4		6.5		1,332.5		944.2		543.5		1,144.1		463.1
Short-Term Debt	171.4		109.7		80.5		109.7		126.3		99.6		80.2		80.5		62.9		298.6		1,477.8
● Loans and Financings	42.9		71.1		65.7		71.1		100.7		82.6		65.1		65.7		48.8		279.3		1,475.3
● Pre-Export Contracts	72.6		36.7		14.8		36.7		24.4		17.0		15.1		14.8		14.0		19.3		-
● Promissory Notes	55.8		1.3		-		1.3		1.3		-		-		-		-		-		-
● Empresas Ligadas	0.1		0.7		-		0.7		-		-		-		-		-		-		2.5
Long-Term Debt	1,631.3		2,324.8		1,592.4		2,324.8		2,108.6		1,678.5		1,663.6		1,592.4		1,474.9		2,101.7		2,733.0
● Loans and Financings	1,530.3		2,275.3		1,592.4		2,275.3		2,092.9		1,663.9		1,663.6		1,592.4		1,474.9		2,101.7		2,327.6
● Pre-Export Contracts	86.9		49.5		-		49.5		15.6		14.5		-		-		-		-		-
● Promissory Notes	12.7		-		-		-		-		-		-		-		-		-		-
● Empresas Ligadas	1.4		-		-		-		-		-		-		-		-		-		405.3
Total Debt	1,802.7		2,434.5		1,672.9		2,434.5		2,234.9		1,778.0		1,743.8		1,672.9		1,537.7		2,400.3		4,210.7
Net Debt	971.2		1,217.4		662.9		1,217.4		1,418.5		1,636.4		295.6		662.9		903.8		1,124.0		3,521.1
Current Assets	2,013.4		2,224.7		2,283.6		2,224.7		2,270.8		1,851.1		2,989.4		2,283.6		2,140.0		3,453.9		3,409.0
Current Liabilities	670.0		591.7		577.7		591.7		838.1		770.5		480.5		577.7		693.4		1,212.3		2,358.2
Shareholders' Equity	1,355.4		1,631.0		3,325.8		1,631.0		1,644.7		1,659.9		3,331.1		3,325.8		3,267.7		3,762.8		3,696.6
Capex - Property, Plant and Equipment	208.9		683.5		1,050.5		683.5		769.5		783.5		943.0		1,050.5		1,133.5		1,301.4		1,457.5
● Capex - Operational	208.9		597.4		779.4		597.4		653.0		677.8		797.0		779.4		783.0		739.5		699.1
EBITDA Margin	20.9	%	25.7	%	6.3	%	25.7	%	19.9	%	15.7	%	9.9	%	6.3	%	5.3	%	8.7	%	10.1	%
● Gross Profit Margin	30.5	%	31.2	%	12.8	%	31.2	%	24.6	%	20.2	%	14.4	%	12.8	%	11.5	%	14.3	%	14.9	%
● EBIT Margin	15.2	%	17.5	%	-6.2	%	17.5	%	9.1	%	0.7	%	-7.5	%	-6.2	%	-8.1	%	-5.7	%	1.0	%
● Net Profit Margin	-2.6	%	9.9	%	-1.7	%	9.9	%	11.2	%	8.9	%	4.7	%	-1.7	%	-4.3	%	-18.0	%	-9.2	%
Net Debt ÷ Shareholders' Equity
● Net Debt %	41.7	%	42.7	%	16.6	%	42.7	%	46.3	%	49.6	%	8.2	%	16.6	%	21.7	%	23.0	%	48.8	%
● Shareholders' Equity %	58.3	%	57.3	%	83.4	%	57.3	%	53.7	%	50.4	%	91.8	%	83.4	%	78.3	%	77.0	%	51.2	%
Long-Term Payable Debt to Equity Ratio	1.2	x	1.4	x	0.5	x	1.4	x	1.3	x	1.0	x	0.5	x	0.5	x	0.5	x	0.6	x	0.7	x
Liquidity Ratio (Current Assets ÷ Current Liabilities)	3.0	x	3.8	x	4.0	x	3.8	x	2.7	x	2.4	x	6.2	x	4.0	x	3.1	x	2.8	x	1.4	x
Net Debt ÷ EBITDA	1.9	x	1.3	x	3.8	x	1.3	x	2.2	x	3.6	x	1.2	x	3.8	x	6.1	x	4.5	x	7.3	x
● Short-Term Net Debt ÷ EBITDA	0.3	x	0.1	x	0.5	x	0.1	x	0.2	x	0.2	x	0.3	x	0.5	x	0.4	x	1.2	x	3.1	x
Net Debt ÷ (EBITDA - Capex)	3.1	x	5.0	x	-0.8	x	5.0	x	-11.7	x	-4.9	x	-0.4	x	-0.8	x	-0.9	x	-1.1	x	-3.6	x
● Net Debt ÷ (EBITDA - Operational Capex)	3.1	x	3.7	x	-1.1	x	3.7	x	-309.9	x	-7.2	x	-0.5	x	-1.1	x	-1.4	x	-2.3	x	-16.2	x
Interest Cover (EBITDA ÷ Net Financial Exp.)	6.2	x	7.3	x	1.6	x	7.3	x	4.9	x	3.2	x	2.0	x	1.6	x	1.6	x	2.9	x	3.5	x
● Interest Cover (EBITDA - Op.Capes)÷Net Fin.)	3.7	x	2.6	x	-5.7	x	2.6	x	-0.0	x	-1.6	x	-4.3	x	-5.7	x	-6.9	x	-5.8	x	-1.6	x
Avg. Debt Cost (Net.Fin.Exp. ÷ Net Debt)	8.6	%	10.5	%	16.0	%	10.5	%	9.4	%	8.5	%	42.7	%	16.0	%	10.2	%	7.6	%	3.9	%

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March, 2009 Cosan | Renewable Energy for a Better World

H. Financial Statements of Cosan Ltd – US GAAP

Income Statement	Apr'06		Apr'07		Apr'08		Apr'07		Jul'07		Oct'07		Jan'08		Apr'08		Jul'08		Oct'08		Jan'09
(In millions of U.S. dollars)	FY'06		FY'07		FY'08		4Q'07		1Q'08		2Q'08		3Q'08		4Q'08		1Q'09		2Q'09		3Q'09
Net sales	1,096.6		1,679.1		1,491.2		328.1		301.3		328.0		376.7		485.3		394.0		383.8		1,103.4
(-) Cost of goods sold	(796.3	)	(1,191.3	)	(1,345.6	)	(258.7	)	(288.2	)	(295.5	)	(343.5	)	(418.4	)	(398.9	)	(320.2	)	(950.3	)
(=) Gross profit	300.3		487.8		145.6		69.4		13.1		32.5		33.2		66.9		(4.9	)	63.6		153.0
(-) Selling expenses	(97.8	)	(133.8	)	(168.6	)	(35.2	)	(32.0	)	(50.2	)	(41.6	)	(44.9	)	(53.0	)	(47.9	)	(67.6	)
(-) General and administrative expenses	(72.0	)	(121.1	)	(115.1	)	(48.6	)	(30.1	)	(24.4	)	(30.2	)	(30.5	)	(36.3	)	(34.9	)	(42.2	)
(=) Operating income (loss)	130.5		232.9		(138.1	)	(14.3	)	(49.0	)	(42.0	)	(38.6	)	(8.5	)	(94.2	)	(19.2	)	43.2
Operating margin	11.9	%	13.9	%	-9.3	%	-4.4	%	-16.3	%	-12.8	%	-10.2	%	-1.8	%	-23.9	%	-5.0	%	3.9	%
(-) Other income (expense):
Financial	(226.6	)	289.4		116.8		213.4		53.7		75.6		(131.8	)	119.3		26.5		(234.4	)	(137.2	)
Gain on sale of PP&E	-		-		-		-		-		-		-		-		-		-		-
Other	(5.5	)	16.3		(3.7	)	(2.6	)	(0.5	)	0.1		(1.4	)	(1.8	)	(3.5	)	(8.1	)	6.6
(=) Income (loss) before income taxes	(101.6	)	538.5		(25.0	)	196.5		4.2		33.7		(171.9	)	109.0		(71.2	)	(261.7	)	(87.3	)
(-) Income taxes expense (benefit)	29.7		(188.8	)	19.8		(72.2	)	(1.7	)	(8.1	)	57.5		(27.9	)	23.2		94.5		(1.7	)
(=) Income (loss) before equity	(71.8	)	349.7		(5.2	)	124.2		2.5		25.6		(114.3	)	81.1		(48.0	)	(167.2	)	(89.1	)
(±) Equity in income of affiliates	1.6		(0.0	)	(0.2	)	(0.2	)	(0.2	)	(1.8	)	(0.5	)	2.3		0.1		1.2		5.2
(±) Minority interest in net (income) loss	33.1		(173.0	)	22.0		(61.4	)	(1.0	)	(6.1	)	55.2		(26.1	)	18.6		52.0		19.3
(=) Net income (loss)	(37.1	)	176.7		16.6		62.6		1.2		17.7		(59.7	)	57.3		(29.3	)	(114.1	)	(64.6	)
Margin	-3.4	%	10.5	%	1.1	%	19.1	%	0.4	%	5.4	%	-15.8	%	11.8	%	-7.4	%	-29.7	%	-5.9	%
● EBITDA	223.6		436.5		94.3		73.4		25.7		41.9		11.8		15.0		14.6		72.2		92.2
Margin	20.4	%	26.0	%	6.3	%	22.4	%	8.5	%	12.8	%	3.1	%	3.1	%	3.7	%	18.8	%	8.4	%
● EBIT	125.0		249.2		(141.8	)	(17.0	)	(49.5	)	(41.9	)	(40.0	)	(10.3	)	(97.7	)	(27.3	)	49.9
Margin	11.4	%	14.8	%	-9.5	%	-5.2	%	-16.4	%	-12.8	%	-10.6	%	-2.1	%	-24.8	%	-7.1	%	4.5	%
● Depreciation and amortization	98.6		187.4		236.1		90.3		75.2		83.8		51.8		25.3		112.3		99.5		42.3

Cash Flow Statement	Apr'06		Apr'07		Apr'08		Apr'07		Jul'07		Oct'07		Jan'08		Apr'08		Jul'08		Oct'08		Jan'09
(In millions of U.S. dollars)	FY'06		FY'07		FY'08		4Q'07		1Q'08		2Q'08		3Q'08		4Q'08		1Q'09		2Q'09		3Q'09
● Cash flow from operating activities:
Net income (loss) for the year/quarter	(37.1	)	176.7		16.6		62.6		1.2		17.7		(59.7	)	57.3		(29.3	)	(114.1	)	(64.6	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	98.6		187.4		236.1		90.3		75.2		83.8		51.8		25.3		112.3		99.5		42.3
Deferred income and social contribution taxes	(53.0	)	150.2		(52.4	)	76.3		(8.6	)	(5.9	)	(51.9	)	14.0		(31.6	)	(86.7	)	13.9
Interest, monetary and exchange variation	24.3		116.3		(43.7	)	24.7		(53.1	)	(44.5	)	56.5		(2.5	)	(14.5	)	327.5		2.2
Minority interest in net income of subsidiaries	(33.1	)	173.0		(22.0	)	61.4		1.0		6.1		(55.2	)	26.1		(18.6	)	(52.0	)	(19.3	)
Others	15.9		(176.8	)	15.2		(164.1	)	5.8		6.9		(6.2	)	8.7		9.2		5.4		(55.0	)
	15.6		626.8		149.8		151.2		21.5		63.9		(64.6	)	128.9		27.5		179.7		(80.5	)
Decrease/increase in operating assets and liabilities:
Trade accounts receivable, net	(35.4	)	48.2		(57.1	)	47.7		(16.7	)	15.4		6.4		(62.2	)	63.9		(63.7	)	26.5
Inventories	30.9		(54.1	)	(31.7	)	165.6		(147.8	)	(240.5	)	103.1		253.5		(214.0	)	(197.2	)	96.0
Advances to suppliers	(10.7	)	(38.7	)	(8.4	)	(14.6	)	(50.9	)	(1.3	)	35.2		8.6		(16.8	)	(12.1	)	22.8
Trade accounts payable	28.7		(43.2	)	33.7		(41.1	)	106.0		40.8		(100.9	)	(12.2	)	90.1		54.8		(83.8	)
Derivative financial instruments	83.5		(155.0	)	90.4		(38.7	)	33.5		9.0		127.4		(79.6	)	11.3		(4.8	)	56.0
Taxes payable	(37.6	)	(36.6	)	(19.6	)	(9.5	)	(0.8	)	(15.4	)	13.7		(17.1	)	(7.9	)	(5.0	)	(1.2	)
Minority interest	-		-		-		-		-		-		-		-		-		-		-
Other assets and liabilities, net	11.0		(63.4	)	(99.4	)	8.2		11.1		(25.6	)	(107.9	)	23.0		16.2		(126.6	)	23.5
	70.4		(342.8	)	(92.2	)	117.6		(65.6	)	(217.7	)	77.1		114.0		(57.1	)	(354.6	)	139.8
(=) Net cash provided by operating actitivities	86.0		284.0		57.6		268.7		(44.0	)	(153.8	)	12.5		242.9		(29.6	)	(174.9	)	59.2
● Cash flow from investing activities:
Restricted cash	(62.6	)	47.0		(25.9	)	(12.6	)	(30.0	)	48.9		(33.6	)	(11.1	)	0.1		37.4		(8.3	)
Marketable securities	(366.9	)	97.0		(671.0	)	(124.4	)	180.8		(972.6	)	(71.0	)	191.8		(202.4	)	(123.4	)	791.6
Acquisition of property, plant and equipment	(135.2	)	(356.2	)	(642.9	)	(242.6	)	(94.4	)	(90.5	)	(157.3	)	(300.8	)	(169.3	)	(143.9	)	(131.7	)
Acquisitions, net of cash acquired	(260.9	)	(39.4	)	(102.0	)	(39.4	)	(1.1	)	1.1		(1.2	)	(100.8	)	0.8		(45.2	)	(671.5	)
Purchase of goodwill and intangible assets	-		-		-		-		-		-		-		-		-		-		-
Other	-		-		-		-		-		(1.2	)	1.2		-		-		-		(65.5	)
(=) Net cash used in investing actitivities	(825.5	)	(251.6	)	(1,441.7	)	(419.0	)	55.3		(1,014.3	)	(261.9	)	(220.8	)	(370.8	)	(275.2	)	(85.4	)
● Cash flow from financing activities:
Proceeds from issuance of common stock	383.1		3.2		1,118.4		-		-		1,118.4		-		-		-		196.2		0.0
Capital increase on subsidiary from minority	-		-		324.4		-		-		-		312.7		11.7		-		-		-
Dividends Paid	-		-		(44.9	)	(423.8	)	-		-		-		(44.9	)	-		-		-
Additions of financial debt	899.3		424.6		117.5		424.6		-		-		-		117.5		-		174.5		630.4
Payments of financial debt	(556.5	)	(205.0	)	(492.1	)	(22.4	)	(47.1	)	(213.3	)	(60.4	)	(171.2	)	(39.8	)	(26.2	)	(37.1	)
Other	-		-		-		-		-		-		-		-		-		-		-
(=) Net cash provided by financing actitivities	725.9		222.8		1,023.3		(21.6	)	(47.1	)	905.1		252.3		(86.9	)	(39.8	)	344.6		593.4
Effect of exchange rate changes on cash and cash	29.6		32.1		112.6		28.7		27.0		32.2		3.6		49.8		458.1		81.8		(529.2	)
(=) Variation in cash & equivalents	16.1		287.3		(248.2	)	(143.2	)	(8.8	)	(230.7	)	6.4		(15.0	)	17.9		(23.7	)	37.9
(+) Cash and cash equivalents at beginning of year	13.2		29.2		316.5		459.7		316.5		307.7		77.0		83.4		68.4		86.3		62.6
(=) Cash and cash equivalents at end of year	29.2		316.5		68.4		316.5		307.7		77.0		83.4		68.4		86.3		62.6		100.5

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March, 2009 Cosan | Renewable Energy for a Better World

Balance Sheet	Apr'06		Apr'07	Apr'08	Apr'07	Jul'07	Oct'07	Jan'08	Apr'08	Jul'08	Oct'08		Jan'09
(In millions of U.S. dollars)	FY'06		FY'07	FY'08	4Q'07	1Q'08	2Q'08	3Q'08	4Q'08	1Q'09	2Q'09		3Q'09
Assets
Current assets:
Cash and cash equivalents	29.2		316.5	68.4	316.5	307.7	77.0	83.4	68.4	86.3	62.6		100.5
Restricted cash	63.0		17.7	47.2	17.7	49.2	1.8	35.2	47.2	50.7	0.1		5.1
Marketable securities	368.8		281.9	1,014.5	281.9	124.5	1,131.6	1,188.5	1,014.5	804.2	771.5		397.0
Derivative financial instruments	16.7		65.2	31.5	65.2	44.1	48.4	12.7	31.5	65.3	86.8		3.7
Trade accounts receivable, net	101.8		55.2	126.9	55.2	74.6	61.4	59.8	126.9	73.0	101.9		197.9
Inventories	187.2		247.5	337.7	247.5	415.9	677.0	571.2	337.7	577.6	680.5		709.5
Advances to suppliers	63.5		104.0	133.7	104.0	163.5	173.4	137.1	133.7	160.8	135.5		103.5
Deferred income taxes	74.8		-	-	-	-	-	-	-	-	-		25.7
Other current assets	55.4		51.6	103.2	51.6	49.4	42.2	44.5	103.2	99.7	132.6		158.4
	960.3		1,139.5	1,863.0	1,139.5	1,228.9	2,212.8	2,132.6	1,863.0	1,917.6	1,971.5		1,701.3
Noncurrent assets:
Property, plant and equipment, net	1,008.1		1,194.1	2,018.1	1,194.1	1,311.0	1,405.1	1,514.3	2,018.1	2,217.3	1,738.6		1,828.8
Goodwill	497.9		491.9	772.6	491.9	527.7	562.7	626.3	772.6	823.4	623.4		1,197.3
Intangible assets, net	98.9		94.0	106.1	94.0	99.7	105.2	102.0	106.1	111.8	81.8		73.1
Accounts Receivable from Federal Government	-		156.5	202.8	156.5	169.6	190.0	192.7	202.8	218.4	161.8		147.7
Other non-current assets	126.6		177.5	306.4	177.5	192.3	209.0	237.9	306.4	345.3	322.0		536.5
	1,731.4		2,113.9	3,406.1	2,113.9	2,300.3	2,472.0	2,673.3	3,406.1	3,716.3	2,927.5		3,783.5
(=) Total assets	2,691.8		3,253.4	5,269.1	3,253.4	3,529.1	4,684.8	4,805.9	5,269.1	5,634.0	4,899.0		5,484.7
Liabilities and shareholders' equity
Current liabilities:
Trade accounts payable	96.6		55.9	114.4	55.9	166.6	212.0	110.5	114.4	212.0	235.8		223.7
Advances from customers	37.9		24.3	15.6	24.3	21.9	16.4	17.0	15.6	15.3	15.2		14.3
Taxes payable	40.0		57.5	62.9	57.5	64.8	51.7	47.1	62.9	67.4	47.4		66.1
Salaries payable	23.8		31.1	47.8	31.1	47.9	63.8	29.2	47.8	75.8	67.5		33.5
Current portion of long-term debt	46.6		36.1	38.2	36.1	51.8	44.0	27.9	38.2	33.2	134.2		786.7
Derivative financial instruments	133.4		9.8	55.0	9.8	15.0	26.8	102.3	55.0	102.1	112.1		83.3
Dividends payable	-		37.3	-	37.3	40.4	-	-	-	-	-		-
Deferred income taxes	-		-	-	-	-	-	-	-	-	10.3		-
Other liabilities	18.9		22.2	25.2	22.2	10.2	7.3	7.8	25.2	14.1	13.3		15.9
	397.1		274.2	359.1	274.2	418.5	422.0	342.0	359.1	519.8	635.7		1,223.6
Long-term liabilities:
Long-term debt	941.7		1,342.5	1,249.3	1,342.5	1,357.2	1,226.2	1,226.5	1,249.3	1,291.4	1,257.4		1,246.5
Estimated liability for legal proceedings	462.2		379.2	494.1	379.2	417.8	459.8	442.0	494.1	545.0	414.1		546.4
Taxes payable	152.4		106.9	170.4	106.9	115.7	130.5	127.7	170.4	181.9	133.4		187.1
Advances from customers	41.6		24.3	-	24.3	8.3	8.3	-	-	-	-		-
Deferred income taxes	81.6		141.6	101.8	141.6	142.2	144.7	85.9	101.8	83.6	-		-
Other long-term liabilities	33.1		47.5	101.7	47.5	50.3	51.0	72.8	101.7	103.3	107.7		181.6
	1,712.7		2,042.0	2,117.4	2,042.0	2,091.5	2,020.4	1,954.9	2,117.4	2,205.3	1,912.7		2,161.5
Minority interest in consolidated subsidiaries	287.6		463.6	796.8	463.6	504.0	550.0	873.4	796.8	839.7	602.8		530.7
Shareholders' equity:
Common stock	1.0		1.0	2.3	1.0	1.0	2.1	2.1	2.3	2.3	2.7		2.7
Additional paid-in capital	349.2		354.0	1,723.1	354.0	514.2	1,473.3	1,471.0	1,723.1	1,724.6	1,920.9		1,922.0
Accumulated other comprehensive income	19.8		36.7	171.8	36.7	-	116.0	121.3	171.8	273.1	(130.9	)	(246.2	)
Retained earnings (losses)	(75.8	)	81.9	98.5	81.9	-	100.9	41.2	98.5	69.2	(44.9	)	(109.5	)
Total shareholders' equity	294.2		473.6	1,995.7	473.6	515.2	1,692.2	1,635.6	1,995.7	2,069.1	1,747.8		1,569.0
(=) Total liabilities and shareholders' equity	2,691.8		3,253.4	5,269.1	3,253.4	3,529.1	4,684.8	4,805.9	5,269.1	5,634.0	4,899.0		5,484.7

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Unaudited Condensed Consolidated Financial Statements

Cosan Limited

For the nine-month periods ended January 31, 2009 and 2008

COSAN LIMITED

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contents

Report of independent registered public accounting firm	1

Condensed consolidated balance sheets at January 31, 2009 (unaudited) and April 30, 2008	2
Condensed consolidated statements of operations for the nine-month periods ended January 31, 2009 and 2008 (unaudited)	4
Condensed consolidated statements of shareholders’ equity for the nine-month period ended January 31, 2009 (unaudited)	5
Condensed consolidated statements of cash flows for the nine-month periods ended January 31, 2009 and 2008 (unaudited)	6
Notes to the condensed consolidated financial statements (unaudited) January 31, 2009	7

Report of independent registered public accounting firm

To the Board of Directors and Shareholders of

Cosan Limited

We have reviewed the condensed consolidated balance sheet of Cosan Limited and subsidiaries as of January 31, 2009, the related condensed consolidated statements of operations and cash flows for the nine-month periods ended January 31, 2009 and 2008 and the condensed consolidated statement of shareholders’ equity for the nine-month period ended January 31, 2009. These financial statements are 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 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 condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Cosan Limited and subsidiaries as of April 30, 2008, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended not presented herein and in our report dated June 30, 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 April 30, 2008, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

	(Unaudited) January 31, 2009		April 30, 2008
Assets
Current assets:
Cash and cash equivalents		100,502		68,377
Restricted cash		5,130		47,190
Marketable securities		397,040		1,014,515
Derivative financial instruments		3,695		31,458
Trade accounts receivable, less allowances: January 31, 2009 – 21,520; April 30, 2008 – 1,298		197,936		126,910
Inventories		709,485		337,699
Advances to suppliers		103,469		133,687
Deferred income taxes		25,671		-
Other current assets		158,361		103,154
		1,701,289		1,862,990

Property, plant, and equipment, net		1,828,817		2,018,090
Goodwill		1,197,338		772,590
Intangible assets, net		73,063		106,137
Accounts receivable from Federal Government		147,742		202,822
Judicial deposits		153,569		27,265
Other non-current assets		382,929		279,174
		3,783,458		3,406,078



Total assets		5,484,747		5,269,068

	(Unaudited) January 31, 2009			April 30, 2008
Liabilities and shareholders’ equity
Current liabilities:
Trade accounts payable		223,702			114,446
Advances from customers		14,305			15,616
Taxes payable		66,055			62,870
Salaries payable		33,490			47,833
Current portion of long-term debt		786,741			38,175
Derivative financial instruments		83,348			55,028
Other liabilities		15,939			25,179
		1,223,580			359,147
Long-term liabilities:
Long-term debt		1,246,484			1,249,348
Estimated liability for legal proceedings and labor claims		546,382			494,098
Taxes payable		187,074			170,393
Deferred income taxes		-			101,836
Other long-term liabilities		181,601			101,746
		2,161,541			2,117,421

Minority interest in consolidated subsidiaries		530,673			796,764

Shareholders’ equity:
Common shares class A1, $.01 par value. 1,000,000,000 shares authorized; 174,355,341 and 129,910,812 shares issued and outstanding at January 31, 2009 and April 30, 2008, respectively		1,743			1,299
Common shares class B1, $.01 par value. 96,332,044 shares authorized, issued and outstanding at January 31, 2009 and April 30, 2008		963			963
Common shares class B2, $.01 par value. 92,554,316 shares authorized at January 31, 2009 and April 30, 2008		-			-
Additional paid-in capital		1,921,956			1,723,140
Accumulated other comprehensive income (loss)		(246,183	)		171,841
Retained earnings (accumulated losses)		(109,526	)		98,493
Total shareholders’ equity		1,568,953			1,995,736
Total liabilities and shareholders’ equity		5,484,747			5,269,068

	2009			2008
Net sales		1,881,184			1,005,932
Cost of goods sold		(1,669,419	)		(927,170	)
Gross profit		211,765			78,762
Selling expenses		(168,561	)		(123,714	)
General and administrative expenses		(113,389	)		(84,658	)
Operating loss		(70,185	)		(129,610	)
Other income (expenses):
Financial income		276,433			188,245
Financial expenses		(621,535	)		(190,771	)
Other		(4,978	)		(1,849	)
Loss before income taxes, equity in income (loss) of affiliates and minority interest		(420,265	)		(133,985	)
Income taxes benefit		115,964			47,711

Loss before equity in income (loss) of affiliates and minority interest		(304,301	)		(86,274	)
Equity in income (loss) of affiliates		6,400			(2,551	)
Minority interest in income of subsidiaries		89,882			48,112

Net loss		(208,019	)		(40,713	)

Net loss per share:
Basic and diluted		(0.86	)		(0.25	)

Weighted number of shares outstanding
Basic and diluted		241,758,037			163,250,273

	Capital stock
	Common number of class A shares		Common number of class B shares		Common amount of class A shares		Common amount of class B shares		Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings (accumulated losses)			Total shareholders’ equity
Balances at April 30, 2008		129,910,812		96,332,044		1,299		963		1,723,140		171,841			98,493			1,995,736

Issuance of common shares class A for cash		44,444,529		-		444		-		195,780		-			-			196,224
Share based compensation		-		-		-		-		3,036		-			-			3,036
Net loss		-		-		-		-		-		-			(208,019	)		(208,019	)
Currency translation adjustment		-		-		-		-		-		(418,024	)		-			(418,024	)
Total comprehensive loss																		(626,043	)

Balances at January 31, 2009		174,355,341		96,332,044		1,743		963		1,921,956		(246,183	)		(109,526	)		1,568,953

	2009			2008
Cash flow from operating activities:
Net loss for the period		(208,019	)		(40,713	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization		254,145			210,766
Deferred income and social contribution taxes		(104,394	)		(66,432	)
Interest, monetary and exchange variation		315,225			(41,142	)
Minority interest in net income (loss) of subsidiaries		(89,882	)		(48,112	)
Others		(40,415	)		6,499
Decrease/increase in operating assets and liabilities
Inventories		(315,188	)		(285,258	)
Derivative financial instruments		62,483			169,938
Trade accounts payable		61,033			45,891
Trade accounts receivable, net		26,789			5,135
Advances to suppliers		(6,087	)		(17,010	)
Taxes payable		(14,173	)		(2,481	)
Other assets and liabilities, net		(86,819	)		(122,399
Net cash used in operating activities		(145,302	)		(185,318	)
Cash flows from investing activities:
Restricted cash		29,245			(14,787	)
Marketable securities		465,735			(862,803	)
Acquisition of property, plant and equipment		(444,959	)		(342,113	)
Acquisition of investment net of cash acquired – goodwill		(715,948	)		-
Others		(65,463	)		(1,200	)
Net cash used in investing activities		(731,390	)		(1,220,903	)
Cash flows from financing activities:
Proceeds from issuance of common stock		196,224			1,118,433
Capital increase on subsidiary from minority interest		-			312,673
Additions of loans and financing		804,927			-
Payments of long-term debt		(103,083	)		(320,836	)
Net cash provided by financing activities		898,068			1,110,270
Effect of exchange rate changes on cash and cash equivalents		10,749			62,821
Increase (decrease) in cash and cash equivalents		32,125			(233,130	)
Cash and cash equivalents at beginning of period		68,377			316,542
Cash and cash equivalents at end of period		100,502			83,412

Supplemental cash flow information
Cash paid during the period for:
Interest		70,897			105,964
Income tax		-			18,000

Description	US$(000s)
Property, plant and equipment		148,679
Inventories		148,330
Judicial deposits		127,193
Other assets		258,324
Long-term debt including current installments		(26,085	)
Trade accounts payable		(81,066	)
Related parties		(176,277	)
Estimated liability for legal proceedings and labor claims		(167,093	)
Taxes and contributions payable		(88,540	)
Other liabilities		(62,532	)
Net assets acquired		80,933
Purchase price, net of cash acquired		715,948
Goodwill		635,015

	Notional amounts				Carrying value asset (liability)
	January 31, 2009		April 30, 2008		January 31, 2009			April 30, 2008
Commodities derivatives
Future contracts:
Purchase commitments		2,964		-		(106	)		-
Sell commitments		196,149		550,132		2,876			(11,821	)

Options:
Written		64,366		110,077		(3,559	)		(16,123	)

Foreign exchange derivatives
Forward contracts:
Purchase commitments		37,980		-		819			-
Sell commitments		100,000		-		(606	)		-
Swap agreements		246,395		338,253		(3,574	)		(27,084	)

Future contracts:
Sale commitments		477,399		766,536		(75,503	)		31,458
Current assets						3,695			31,458
Current liabilities						(83,348	)		(55,028	)

	January 31, 2009		April 30, 2008
Finished goods:
Sugar		171,032		31,702
Ethanol		213,608		14,700
Others		2,541		2,155
		387,181		48,557
Annual maintenance cost of growing crops		134,371		211,300
Others		62,560		77,808
		196,931		289,108
Fuel distribution:
Lubricants		44,658		-
Gasoline		25,867		-
Diesel		33,552		-
Ethanol		14,751		-
Others		6,545		-
		125,373		-
		709,485		337,665

	Index	Average annual interest rate		January 31, 2009			April 30, 2008
Resolution No. 2471 (PESA)	IGP-M		3.95%		215,519			272,809
	Corn price		12.50%		59			432
Senior notes due 2009	US Dollar		9.0%		32,506			35,893
Senior notes due 2017	US Dollar		7.0%		400,820			407,603
IFC	US Dollar		7.44%		48,539			58,673
Perpetual notes	US Dollar		8.25%		460,103			460,156
Promissory notes	DI		3.00%		490,335			-
Floating rate notes	Libor		2.85%		152,649			-
BNDES	TJLP		2.61%		96,124			-
Others	Various	Various			136,573			51,957
					2,033,227			1,287,523
Current liability					(786,743	)		(38,175	)
Long-term debt					1,246,484			1,249,348

2010			18,280
2011			18,934
2012			56,888
2013			8,152
2014			9,620
2015			8,643
2016 and thereafter			1,125,967
			1,246,484

	US$
Projected benefit obligation		(156,938	)
Fair value of plan assets		124,263
Non-current liability		(32,675	)

Discount rate	9.00	%
Expected long-term rates of return on plan assets	9.25	%
Rate of compensation increase	5.37	%

Accumulated benefit obligation	US$
Actuarial present value of:
Vested benefit obligation		119,631
Non-vested benefit obligation		17,655
Total accumulated benefit obligation		137,286

Asset category	%
Equity securities		26
Debt securities (fixed income)		74
Total		100

	US$
Service cost		473
Interest cost on projected benefit obligation		2,754
Expected return on plan assets		(2,263	)
Net periodic pension cost		964

	January 31, 2009		April 30, 2008
Tax contingencies		459,175		435,591
Civil and labor contingencies		87,207		58,507
		546,382		494,098

	January 31, 2009		April 30, 2008
Credit premium – IPI		114,925		149,192
PIS and Cofins		61,881		83,615
IPI credits		39,500		51,046
Contribution to IAA		36,437		47,183
IPI – Federal VAT		23,418		30,835
ICMS credits		20,604		25,916
PIS and Cofins (i)		56,445		-
Compensation with Finsocial (i)		50,270		-
Others		55,695		47,804
		459,175		435,591

	January 31, 2009		April 30, 2008
IPI Premium Credit (RP 67/98)		67,506		89,343
Withholding Income Tax		69,217		91,807
ICMS – State VAT		40,622		42,445
IAA – Sugar and Ethanol Institute		31,476		27,970
IPI – Federal Value-added tax		33,373		43,505
INSS		6,428		8,376
PIS and COFINS		65,605		-
Civil and labor		82,800		33,739
Other		31,970		27,348
		428,997		364,533

Balance at May 1, 2008	23,656
Increase through business acquisition	67,542
Accrued interest on unrecognized tax benefit	1,695
Accrued unrecognized tax benefit	197
Settlement	(47	)
Effect of foreign currency translation	(5,933	)
Balance at January 31, 2009	87,110

Shareholder	Class A shares and/or BDRs		%		Class B shares		%
Queluz Holding Limited		11,111,111		6.37		66,321,766		68.85
Usina Costa Pinto S.A. Açúcar e Álcool		-		-		30,010,278		31.15
Aguassanta Participaçơes S.A.		5,000,000		2.87		-		-
Gávea Funds		33,333,333		19.12		-		-
Others		124,910,897		71.64		-		-
Total		174,355,341		100.00		96,332,044		100.00

	Level 1			Level 2			Total
Assets
Marketable Securities		-			393,345			393,345
Derivatives		2,876			819			3,695
Total		2,876			394,164			397,040

Liabilities
Derivatives		(3,665	)		(79,683	)		(83,348	)
Total		(3,665	)		(79,683	)		(83,348	)

	Options granted on September 22, 2005			Options granted on September 11, 2007
Grant price - in U.S. dollars		2.64			2.64
Expected life (in years)		7.5			7.5
Interest rate		14.52	%		9.34	%
Volatility		34.00	%		46.45	%
Dividend yield		1.25	%		1.47	%
Weighted-average fair value at grant date - in U.S. dollars		5.33			7.85

	January 31,
	2009			2008
Net sales - Brazilian GAAP
Sugar		624,617			542,721
Ethanol		402,199			379,389
Fuel distribution		749,011			-
Others		104,341			81,715
Total		1,880,168			1,003,825
Reconciling items to U.S. GAAP
Sugar		777			2,107
Ethanol		-			-
Fuel distribution		239			-
Others		-			-
Total		1,016			2,107
Total net sales		1,881,184			1,005,932

Segment operating loss - Brazilian GAAP
Sugar		(62,464	)		(95,875	)
Ethanol		(40,221	)		(67,021	)
Fuel distribution		(5,548	)		-
Others		(8,713	)		(14,436	)
Operating loss - Brazilian GAAP		(116,946	)		(177,332	)
Reconciling items to U.S. GAAP
Depreciation and amortization expenses
Sugar		28,449			27,673
Ethanol		18,319			19,345
Fuel distribution		237			-
Others		3,911			4,167
		50,916			51,184
Other adjustments
Sugar		(1,886	)		(614	)
Ethanol		(1,214	)		(1,892	)
Fuel distribution		(777	)		-
Others		(279	)		(408	)
		(4,156	)		(2,914	)
Total sugar		(35,901	)		(68,816	)
Total ethanol		(23,117	)		(49,569	)
Total fuel distribution		(6,088	)		-
Total others		(5,079	)		(10,676	)
Operating loss - U.S. GAAP		(70,185	)		(129,062	)

Market	Customer	2009	2008
International	Fluxo – Cane Overseas Ltd	24.2%	15.2%
	Sucres et Denrées	15.2%	19.7%
	Tate & Lyle International	8.7%	14.8%
	Cane International Corporation	-	12.2%
	Cargill International S.A.	6.4%	-
	Ableman Trading Limited	5.5%	-
	Coimex Trading Ltd	5.8%	8.0%

Special review report of independent auditors	1

Unaudited quarterly financial information

Unaudited balance sheets	3
Unaudited statements of operations	5
Unaudited statements of cash flows	7
Unaudited statements of changes in shareholders’ equity	11
Notes to the unaudited quarterly financial information	12
Report on Company’s performance (consolidated)	54
Other Company’s relevant information	79

		Parent Company				Consolidated
		01/31/09		10/31/08		01/31/09		10/31/08
Assets
Current assets
Cash and cash equivalents	Note 4		88,500		94,436		226,575		132,200
Marketable securities	Note 5		400,972		224,780		463,077		1,144,108
Trade accounts receivable			65,571		108,497		459,016		215,910
Derivative financial instruments			17,936		8,758		17,936		8,758
Inventories	Note 6		526,716		615,712		1,643,651		1,439,902
Advances to suppliers			79,384		101,751		239,913		286,951
Related parties	Note 7		82,612		1,169,458		35,847		28,432
Other assets			103,626		93,071		322,982		197,668
Total current assets			1,365,317		2,416,463		3,408,997		3,453,929

Noncurrent assets
Long-term receivables
Accounts receivable from federal government	Note 14		-		-		342,201		342,201
CTNs-Restricted Brazilian Treasury Bills	Note 13		26,989		26,283		175,511		170,879
Deferred income and social contribution taxes	Note 12.b		183,580		243,988		665,028		567,841
Advances to suppliers	Note 7		41,046		31,142		125,315		93,636
Other assets			13,918		16,257		159,098		123,956
Permanent assets
Investments	Note 8		4,933,332		2,721,274		280,458		184,706
Property, plant and equipment	Note 9		818,672		822,258		3,364,970		2,993,072
Intangible	Note 10		388,434		404,922		2,493,788		1,074,496
Deferred charges			-		17,591		24,030		27,691
Total noncurrent assets			6,405,971		4,283,715		7,630,399		5,578,478



Total assets			7,771,288		6,700,178		11,039,396		9,032,407

		Quarter
		Parent Company						Consolidated
		2009			2008			2009			2008
Gross operating revenue
Sales of goods and services			536,284			351,619			2,746,351			747,461
Taxes and sales deductions			(32,951	)		(35,019	)		(180,718	)		(73,510	)
Net operating revenue			503,333			316,600			2,565,633			673,951

Cost of goods sold and services rendered			(353,375	)		(294,295	)		(2,187,601	)		(594,397	)

Gross profit			149,958			22,305			378,032			79,554

Operating income (expenses)
Selling expenses			(41,570	)		(25,479	)		(156,752	)		(73,431	)
General and administrative expenses			(14,895	)		(31,394	)		(70,842	)		(48,944	)
Management fees	Note 16		(1,423	)		(987	)		(1,423	)		(987	)
Financial income (expenses), net	Note 17		52,070			604			(159,183	)		(11,865	)
Earnings (losses) on equity investments	Note 8		(57,312	)		(26,865	)		13,551			74
Goodwill amortization			(16,488	)		(29,364	)		(65,159	)		(48,215	)
Other operating income (expenses), net			(845	)		2,829			14,357			(2,737	)
			(80,463	)		(110,656	)		(425,451	)		(186,105	)
Operating income (loss)			69,495			(88,351	)		(47,419	)		(106,551	)

Nonoperating result			(2,874	)		(377	)		105,869			1,051
Income (loss) before income and social contribution taxes			66,621			(88,728	)		58,450			(105,500	)

Income and social contribution taxes	Note 12.a		(61,413	)		17,333			(53,285	)		33,480

Minority shareholders’ interest			-			-			43			625

Net income (loss) for the period			5,208			(71,395	)		5,208			(71,395	)
Earnings (loss) per share – in Reais			0.02			(0.26	)

		Nine-month periods
		Parent Company						Consolidated
		2009			2008			2009			2008
Gross operating revenue
Sales of goods and services			1,281,662			1,111,632			4,199,121			2,062,236
Taxes and sales deductions			(76,058	)		(72,945	)		(278,822	)		(169,083	)
Net operating revenue			1,205,604			1,038,687			3,920,299			1,893,153

Cost of goods sold and services rendered			(1,002,193	)		(952,678	)		(3,360,763	)		(1,693,519	)
Gross profit			203,411			86,009			559,536			199,634


Operating income (expenses)
Selling expenses			(105,967	)		(91,399	)		(331,066	)		(226,458	)
General and administrative expenses			92,114			(93,684	)		(193,372	)		(147,628	)
Management fees	Note 16		(4,272	)		(3,950	)		(4,272	)		(4,843	)
Financial income (expenses), net	Note 17		(333,195	)		332,514			(624,027	)		283,291
Earnings (losses) on equity investments	Note 8		(166,858	)		(127,505	)		13,458			215
Goodwill amortization			(49,465	)		(101,602	)		(145,949	)		(160,809	)
Other operating income (expenses), net			2,267			10,621			(479	)		(6,236	)
			(749,604	)		(75,005	)		(1,285,707	)		(262,468	)
Operating income (loss)			(546,193	)		11,004			(726,171	)		(62,834	)

Nonoperating result			3,059			639			116,606			6,299
Income (loss) before income and social contribution taxes			(543,134	)		11,643			(609,565	)		(56,535	)

Income and social contribution taxes	Note 12.a		109,528			(54,148	)		175,030			12,103

Minority shareholders’ interest			-			-			929			1,927

Net loss for the period			(433,606	)		(42,505	)		(433,606	)		(42,505	)
Loss per share – in Reais			(1.33	)		0.16	)

	Parent Company						Consolidated
	11/01/08 to 01/31/09			11/01/07 to 01/31/08			11/01/08 to 01/31/09			11/01/07 to 01/31/08
Cash flows from operating activities
Net income (loss) for the period		5,208			(71,395	)		5,208			(71,395	)
Adjustments to reconcile net income (loss) for the period to cash used in operating activities
Depreciation and amortization		25,021			19,594			71,136			47,799
Losses (earnings) on equity investments		57,312			26,865			(13,551	)		(74	)
Net book value of permanent assets disposed of		506			45			3,005			53
Goodwill amortization		16,488			29,364			65,159			48,215
Deferred income and social contribution taxes		60,408			(5,568	)		51,856			(20,382	)
Set-up (reversal) of provision for legal claims, net		6,926			234			(6,268	)		3,430
Set-up (reversal) of provision for devaluation of permanent equity interest		-			(1,219	)		22			17
Minority interest		-			-			(43	)		(625	)
Interest, monetary and exchange variation, net		83,270			42,735			297,788			87,519
Others		-			731			3,717			-
Variation in assets and liabilities
Trade accounts receivables		52,254			(11,149	)		79,101			1,505
Inventories		88,996			67,651			139,812			175,172
Derivative financial instruments		(9,178	)		(63,789	)		(9,178	)		(63,789	)
Advances to suppliers		-			-			15,359			(64,013	)
Trade accounts payables		(55,348	)		(46,410	)		(159,486	)		(96,098	)
Salaries payable		(36,135	)		(26,710	)		(93,059	)		(61,737	)
Taxes and social contributions payables		1,251			(9,839	)		(8,182	)		(16,190	)
Derivative financial instruments		(55,831	)		(10,655	)		(55,831	)		(10,655	)
Other liabilities		22,373			177			(49,282	)		(16,855	)
Net cash provided by (used in) operating activities		263,521			(59,338	)		337,283			(58,103	)
Cash flows from investments activities
Application in investments		(934,192	)		(118,434	)		(82,196	)		(7	)
Goodwill on acquisition of investment		-			-			(1,451,512	)		-
Application in property, plant and equipment		(50,888	)		(68,829	)		(426,925	)		(270,775	)
Application in deferred charges		-			-			(5,464	)		-
Marketable securities		(176,192	)		(1,318,486	)		681,031			(1,326,021	)
Others		-			-			-			(580	)
Net cash used in investments activities		(1,161,272	)		(1,505,749	)		(1,285,066	)		(1,597,383	)

	Parent Company						Consolidated
	05/01/08 to 01/31/09			05/01/07 to 01/31/08			05/01/08 to 01/31/09			05/01/07 to 01/31/08
Cash flows from operating activities
Net income (loss) for the period		(433,606	)		(42,505	)		(433,606	)		(42,505	)
Adjustments to reconcile net income (loss) for the period to cash provide by used in operating activities
Depreciation and amortization		160,607			129,895			405,180			312,205
Losses (earnings) on equity investments		166,858			127,505			(13,458	)		(215	)
Net book value of permanent assets disposed of		2,015			4,467			8,654			6,851
Goodwill amortization		49,465			101,602			145,949			160,809
Deferred income and social contribution taxes		(101,836	)		16,870			(167,951	)		(45,443	)
Set-up (reversal) of provision for legal claims. net		12,410			2,074			19,591			2,843
Set-up (reversal) of provision for devaluation of permanent equity interest		-			(8,944	)		62			64
Minority interest		-			-			(929	)		(1,927	)
Interest, monetary and exchange variation, net		535,092			(65,770	)		843,534			(78,751	)
Others		(3,342	)		731			3,415			-
Variation in assets and liabilities
Trade accounts receivables		(6,822	)		3,301			87,234			3,278
Inventories		(297,030	)		(274,420	)		(729,572	)		(509,088	)
Derivative financial instruments		68,597			(29,765	)		68,597			(29,765	)
Trade accounts payables		81,621			59,140			139,459			161,853
Salaries payable		(8,452	)		(4,017	)		(30,797	)		(12,908	)
Taxes and social contributions payables		(13,181	)		(17,921	)		(36,172	)		(43,417	)
Derivative financial instruments		7,623			(15,007	)		7,623			(15,007	)
Other assets/liabilities, net		(25,798	)		(3,394	)		(175,595	)		(163,139	)
Net cash used in operating activities		194,221			(16,158	)		141,218			(294,262	)
Cash flows from investments activities
Application in investments		(1,587,341	)		(123,089	)		(146,683	)		(2,112	)
Goodwill on acquisition of investment		-			-			(1,451,512	)		-
Advance for future capital increase		(214,080	)		-			-			-
Application in property, plant and equipment		(129,230	)		(146,341	)		(984,900	)		(577,904	)
Application in deferred charges		(15,920	)		-			(26,635	)		-
Marketable securities		507,068			(804,799	)		481,168			(756,405	)
Others		-			-			2,344			(3,262	)
Net cash provided by (used in) investments activities		(1,439,503	)		(1,074,229	)		(2,126,218	)		(1,339,683	)